AGREEMENT

This AGREEMENT (the “ Agreement ”), dated as of November 5, 2010, is made by and between Knott Partners, L.P., Shoshone Partners, L.P., Mulsanne Partners, L.P., Knott Coast Trust, Knott Partners Offshore Master Fund, L.P. and Knott Partners Offshore (SRI) Fund Limited (each a “Knott Party” and collectively the “ Knott Parties ”), and ESSEX RENTAL CORP., a Delaware corporation (“ Essex ”).

WHEREAS , Knott Partners, L.P. is a Lender (as defined in the Loan Agreement (as hereinafter defined)) under that certain Term Loan and Security Agreement, dated as of May 18, 2007, among Coast Crane Company, a Delaware corporation (“ Coast ”), as Borrower thereunder, JPM Mezzanine Capital, LLC (“ JPM ”), as Lender thereunder, and the other Loan Parties party thereto (as heretofore amended and as may be amended from time to time, the “ Loan Agreement ”), by way of assignment and assumption of all of JPM’s rights and obligations, respectively, under the Loan Agreement and each Other Document (such rights and obligations collectively, the “ Loan Interests ”);

WHEREAS , each of Shoshone Partners, L.P., Mulsanne Partners, L.P. and Knott Coast Trust participate in the Loan Interests by way of a Participation Agreement, dated May 26, 1010, among those parties and each of Knott Partners Offshore Master Fund, L.P. and Knott Partners Offshore (SRI) Fund Limited participate in the Loan Interest by way of their interest in Knott Coast Trust, a New York trust;

WHEREAS , Coast filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the “ Bankruptcy Code ”) in the United States Bankruptcy Court for the Western  District of Washington (the “ Bankruptcy Court ”) on September 22, 2010, Case Number 10-21229 (the “ Bankruptcy Proceeding ”); and

WHEREAS , Essex, through one of its affiliates, submitted a bid for substantially all of the assets of Coast in connection with the sale of assets by Coast pursuant to Section 363 of the Bankruptcy Code in the Bankruptcy Proceeding (such bid by Essex, the " Bid "), which Bid provided for the assumption of at least $5,227,000 of outstanding indebtedness under the Loan Agreement (the “ Minimum Amount ”).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

(a)           In the event that Essex or any of its affiliates consummates the acquisition of substantially all of the assets of Coast (regardless of the form of such acquisition, the “ Coast Acquisition ”) included in the Bid, then, immediately following the consummation of the Coast Acquisition, the entire amount of indebtedness under the Loan Agreement assumed by Essex or its affiliate in the Coast Acquisition (including amounts in excess of the Minimum Amount) (the “ Assumed Indebtedness ”) held by the Knott Parties shall be exchanged for one or more promissory notes made by Essex in favor of the Knott Parties (in individual amounts to be determined by the Knott Parties) evidencing senior indebtedness in the aggregate principal amount of $5,227,000 and otherwise in substantially the form of, and containing substantially the same terms and provisions as, the form of Promissory Note attached as Exhibit A hereto (the “ Notes ”). The date on which the Coast Acquisition is consummated shall be referred to herein as the “ Closing Date ”.

(b)           Except as provided herein, upon receipt of the Notes by the Knott Parties all of Essex’s obligations to the Knott Parties under or in connection with the Loan Agreement and the Assumed Indebtedness shall be terminated and discharged.

(c)           So long as this Agreement remains in effect, the Knott Parties shall not transfer or assign any portion of, or interest in, the Loan Interests (other than to another Knott Party) without the prior written consent of Essex, provided , however , that if at any time after the date hereof, a Qualified Alternative Bid (as defined in the Bid Procedures Order entered in the Bankruptcy Proceeding) is received by Coast that provides for the cash payment of 100% of the obligations under the Loan Agreement, the Knott Parties shall be permitted transfer or assign any portion of, or interest in, the Loan Interests.

(d)           If requested by Essex, the Knott Parties shall execute and deliver for the benefit of the other parties thereto a termination of, or release of the counterparties under, the Intercreditor Agreement (as defined below).

(a)           To induce Essex to pursue a Bid that includes an assumption of the Minimum Amount by Essex or its affiliate, the Knott Parties shall (a) reasonably support the Bid (and any amended or modified Bid provided it includes assumption of at least the Minimum Amount and does not, in the Knott Parties reasonable discretion, contain additional terms or changes which are materially adverse to the Knott Parties); (b) not permit the assumption of any of the indebtedness under the Loan Agreement by any third party; (c) not object, on any grounds, to the motion or motions for approval (a “ Sale Motion ”) of any asset purchase agreement with respect to the Bid; and (d) not agree to, consent to, provide any support to, participate in the formulation of or seek Bankruptcy Court approval of, and use commercially reasonable efforts, at Essex’s cost and expense, to oppose (i) any sale of the assets and/or stock of Coast (whether such sale is implemented pursuant to Section 363 of the Bankruptcy Code, a Chapter 11 plan or otherwise), (ii) a plan of reorganization in respect of Coast or (iii) a liquidation (either under chapter 7 or chapter 11 of the Bankruptcy Code) in respect of Coast, other than the transaction contemplated by the Bid; provided , however , that if at any time after the date hereof, a Qualified Alternative Bid is received by Coast that provides for the cash payment of 100% of the obligations under the Loan Agreement, the Knott Parties shall be permitted to withdraw their support for the Bid and support such other bid.  If the Knott Parties’ performance of their obligations under this paragraph 2 are reasonably likely to violate the Knott Parties’ obligations under that certain Intercreditor and Subordination Agreement, dated May 18, 2007 (as amended, the “ Intercreditor Agreement ”), the Knott Parties shall not be required to perform the specific obligation which may result in violation. Essex hereby agrees to indemnify the Knott Parties for any losses, claims, damages, liabilities and costs and expenses to which the Knott Parties may become subject in connection with performance of its obligations under this Section 2(a) .

(b)           In consideration for the transaction support described in Section 2(a) above: (x) in the event that Essex or any of its affiliates consummates the acquisition of substantially all of the assets of Coast (regardless of the form of such acquisition), at the time contemplated in Section 1(b) , Essex shall provide the following to the Knott Parties: (i) warrants to purchase an aggregate of 90,000 shares of Essex’s Common Stock, par value $.0001 per share, in substantially the form attached as Exhibit B hereto (the “ Warrants ”) and (ii) legal fees and other costs and expenses incurred by the Knott Parties in connection with the acquisition, structuring and holding of the Loan Interests and the enforcement of rights under the Loan Agreement, including without limitation, costs and expenses incurred in connection with the Bankruptcy Proceeding and actions contemplated by this Agreement and (y) in the event that neither Essex nor any of its affiliates consummates the acquisition of substantially all of the assets of Coast, Essex shall pay the Knott Parties the aggregate sum of $5,652,000 allocated among the Knott Parties as directed by the Knott Parties; provided, however, that the amount of the payment in this clause (y) shall be reduced (but not below zero) by the fair market value of the aggregate consideration received in respect of the Loan Interests in connection with any transaction in which Coast or its assets are acquired by a third party (regardless of the form of such acquisition).  Any consideration payable pursuant to this Section 2(b) shall be paid by Essex promptly after, but in no event later than five business days following, the earlier of (i) issuance of a Sale Order in the Bankruptcy Proceeding and (ii) January 31, 2011.

3.                Representations and Warranties of Essex .  Except as set forth in the corresponding sections or subsections attached hereto, Essex hereby represents and warrants to the Knott Parties as follows:

(a)            Authority .  Essex is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.  Essex has all requisite power and authority (i) to enter into this Agreement, the Notes and the Warrants and to consummate the transactions contemplated hereby and thereby and (ii) to make the Bid, enter in the Bid Agree