MATERIAL CHANGE REPORT

Section 75 of the Securities Act (Ontario) Section 85 of the Securities Act (British Columbia) Section 146 of the Securities Act (Alberta) Section 84 of The Securities Act, 1988 (Saskatchewan) Section 73 of the Securities Act (Québec) Section 81 of the Securities Act (Nova Scotia)

ITEM 1: REPORTING ISSUER

Toromont Industries Ltd. P.O. Box 5511 3131 Highway 7 West Concord, ON L4K 1B7

ITEM 2: DATE OF MATERIAL CHANGE

February 18, 2004

ITEM 3: PRESS RELEASE

A press release was issued on February 18, 2004 by Toromont Industries Ltd. ("Toromont") in Toronto, Ontario.

ITEM 4: SUMMARY OF MATERIAL CHANGE

On February 18, 2004, Toromont announced that its Board of Directors has approved a two-for-one stock split of Toromont's outstanding common shares and also approved an 18% increase in Toromont's quarterly cash dividend. The two-for-one stock split will take the form of a stock dividend to be payable on April 14, 2004, to shareholders of record at the close of business on April 5, 2004.

ITEM 5: FULL DESCRIPTION OF MATERIAL CHANGE

On February 18, 2004, Toromont announced that its Board of Directors had approved a two-for-one stock split of Toromont's outstanding common shares and also approved an 18% increase in Toromont's quarterly cash dividend. The two-for-one stock split will take the form of a stock dividend to be payable on April 14, 2004, to shareholders of record at the close of business on April 5, 2004. Shareholders will receive one additional common share for each common share held. The Company is ascribing essentially no monetary value to the stock dividend. Accordingly, there will be no Canadian or U.S. tax payable by shareholders in respect of this dividend. For additional information, shareholders are advised to contact their tax advisor.

Tor #: 1324591.1

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In addition, a quarterly cash dividend of 13 cents per share pre-split, to be paid on April 1, 2004 to shareholders of record at the close of business on March 18, 2004, was declared by Toromont's Board of Directors.

ITEM 6: RELIANCE ON SUBSECTION 75(3) OF THE ONTARIO SECURITIES ACT OR EQUIVALENT PROVISIONS

Not applicable

ITEM 7: OMITTED INFORMATION

Not applicable

ITEM 8: SENIOR OFFICER

For further information, please contact Wayne S. Hill, Executive Vice President and Chief Financial Officer of Toromont at 416.667.5776.

ITEM 9: STATEMENT OF SENIOR OFFICER

The foregoing accurately discloses the material change referred to herein.

DATED at Concord, Ontario this 19th day of February, 2004.

(signed) Wayne S. Hill Wayne S. Hill Executive Vice President and Chief Financial Officer

Tor #: 1324591.1