AMENDMENT NO.1 TO PROFESSIONAL SERVICES AGREEMENT THIS AMENDMENT NO.1 to Professional Services Agreement (this "Agreement") is dated as of December 31, 1996 between National Equipment Services, Inc., a Delaware corporation (the "Company") and Golder,...

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                                                                Exhibit 10.1(ii)


                               AMENDMENT NO.1 TO
                        PROFESSIONAL SERVICES AGREEMENT


     THIS AMENDMENT NO.1 to Professional Services Agreement (this "Agreement")
is dated as of December 31, 1996 between National Equipment Services, Inc., a
Delaware corporation (the "Company") and Golder, Thoma, Cressey, Rauner, Inc.,
a Delaware corporation ("GTCR").  This Agreement amends the Professional
Services Agreement, dated as of June 4, 1996 (the "Original Agreement"),
between the Company and GTCR.  Capitalized terms used but not defined herein
shall have the meanings assigned them in the Original Agreement.

     WHEREAS, the parties hereto now desire to amend the Original Agreement as
set forth herein;

     NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree to amend
the Original Agreement as follows:


Section  1. Amendments to Original Agreement.  As of the date hereof, the
     Original Agreement shall be amended as follows:

     1.1. Section 7 of the Original Agreement shall be and hereby is amended by
deleting the word "ceases" and replacing it with the words "or any of
Purchaser's affiliates cease" in the second line thereof.

Section  2. Miscellaneous.

     2.1. Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

     2.2. Governing Law.  This Agreement will be governed by and construed in
accordance with the domestic laws of the State of Illinois, without giving
effect to any choice of law or conflict of law provision or rule (whether of
the State of Illinois or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Illinois.




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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.1
to Professional Services Agreement on the day and year first above written.


     NATIONAL EQUIPMENT SERVICES, INC.


                            By:   /s/ Xxxxx Xxxxxxx
                                  -----------------
                            Its:  President
                                  -----------------




     GOLDER, THOMA, CRESSEY, RAUNER , INC.

     By:    /s/ Xxxx X. Xxxxx
     Its:  Principal