MANAGEMENT AGREEMENT



       This Management Agreement ("Agreement"), is entered into as of this

14th day of November, 2000, by and between OEC Compression Corporation, an

Oklahoma corporation ("OEC"), and Hanover Compression Inc., a Delaware

corporation ("Hanover").  OEC and Hanover are sometimes collectively referred

to herein as the "Parties" and individually as a "Party."



                               W I T N E S S E T H:



       WHEREAS, OEC,  Hanover Compressor Company ("HCC") and Caddo

Acquisition, Inc. are parties to that certain Agreement and Plan of Merger

dated as of July 13, 2000 as amended by that certain Amendment No. 1 dated as

of even date herewith (the "Merger Agreement") pursuant to which OEC would be

acquired by HCC and become a wholly owned subsidiary of HCC; and



       WHEREAS, it was contemplated that the merger and transactions

contemplated by the Merger Agreement (the "OEC Acquisition") would have been

consummated by no later than mid-October of 2000; and



       WHEREAS, the OEC Acquisition has been delayed due to factors outside

the control of HCC and OEC and as a result of such delay, OEC has suffered

losses of key employees; and



       WHEREAS, OEC is engaged in compressor rental and the provision of full

compression services (the "Business"); and



       WHEREAS, Hanover has expertise in the compressor rental and the

provision of full compression services business and, subject to the terms and

conditions set forth herein, OEC desires to engage the services of Hanover to

provide day to day management of the field and shop operations and certain

portions of the Business of OEC; and



       WHEREAS, during the month of October, 2000 Hanover has been providing

planning, consulting and integration services to the Company; and;



       WHEREAS, subject to the terms and conditions of this Agreement,

Hanover desires to accept such engagement;



       NOW, THEREFORE, in view of the foregoing recitals and in consideration

of the mutual covenants contained herein, OEC hereby engages Hanover, and

Hanover accepts such engagement, to supervise and manage certain aspects of

the day-to-day field and shop operations of the Business as more

specifically set forth below.



                                      I.



                                  DEFINITIONS



{PAGE}



       For purposes of this Agreement, the following terms shall have the

meaning ascribed thereto unless otherwise specified or clearly required by

the context in which such term is used.



       1.1    AFFILIATES. "Affiliates," means, with respect to either Party,

entities that directly through one or more intermediaries control or are

controlled by, or are under common control with such Party, and the term

"control" shall mean the possession, directly or indirectly of the power to

direct or cause the direction of the management and policies of any entity,

whether through the ownership of voting securities, by contract or otherwise.



       1.2    AGREEMENT. "Agreement" means this Management Agreement as

modified by any duly adopted amendments.



       1.3    BUSINESS. "Business" means the compressor rental and full

compression service business of OEC as now conducted or as such business may

be conducted in the future.



       1.4    COMMENCEMENT DATE. "Commencement Date" means as of October 1,

2000.



       1.6    OEC. "OEC" means OEC Compression Corporation and its subsidiary,

Ouachita Energy Corporation, a Delaware corporation.



       1.7    MERGER AGREEMENT. "Merger Agreement" means that certain

Agreement and Plan of Merger by and among OEC, Hanover Compressor Company, a

Delaware corporation, and Caddo Acquisition Corporation dated July 13, 2000

as amended by that certain Amendment No. 1 dated as of November 14, 2000.



       1.8    TERM OF AGREEMENT. "Term of Agreement" means the period from the

date hereof until the Agreement is terminated pursuant to Article XII hereof.



                                       II.



                       AUTHORITY AND RESPONSIBILITY OF OEC



       2.1    LEGAL OWNERSHIP RETAINED IN OEC. Consistent with applicable law,

OEC shall retain legal title to its properties during the Term of Agreement.

Any addition to the assets of OEC purchased with OEC' funds shall be

purchased in the name of OEC.



       2.2    SPECIFIC DUTIES AND RESPONSIBILITIES RETAINED BY OEC WITH

RESPECT TO THE BUSINESS. OEC shall remain responsible for (i) making all

bids for new business and dealing with customers for potential new business

and all other sales and marketing activities; (ii) pricing for products and

services, (iii) filing all tax returns with the Internal Revenue Service;

(iv) financial and accounting functions including billing and required

reports with the Securities and Exchange Commission, and (v) administering

all benefits, payroll and administrative costs of all OEC employees.  Except

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