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                                                                     EXHIBIT 4.2

                           HANOVER COMPRESSOR COMPANY

                          1996 EMPLOYEE STOCK OFFERING

                             SUBSCRIPTION AGREEMENT

     SUBSCRIPTION AGREEMENT (this "Agreement") dated as of March 21, 1996,
between Hanover Compressor Company, a Delaware corporation (the "Company"), and
the individual named on the signature page hereof under the heading "PURCHASER"
("Purchaser").

                              W I T N E S S E T H

     WHEREAS, Purchaser desires to subscribe for and purchase from the Company,
and the Company desires to issue and to sell to Purchaser (i) for cash out of
Purchaser's own funds, the number of shares (the "Cash Shares") of common stock,
$.001 par value ("Common Stock"), of the Company set forth next to the heading
"Cash Shares" on Schedule A attached hereto, and (ii) out of the proceeds of a
four year loan (a "Four Year Loan") to be made to Purchaser by the Company in
accordance with the terms of a loan agreement (the "Loan Agreement") and a
secured promissory note (the "Four Year Note"), each substantially in the form
attached as Exhibits C and D to the Confidential Offering Memorandum dated
March 21, 1996 (the "Memorandum"), previously delivered to Purchaser, the number
of shares (the "Four Year Loan Shares") forth next to the heading "Four Year
Loan Shares" on Schedule A each case upon the terms and conditions hereinafter
set in set forth. The Four Year Loan Shares and the Cash Shares are sometimes
collectively referred to herein as the "Shares"; and

     WHEREAS, this Agreement is one of several agreements, including, without
limitation those agreements and instruments attached as Exhibits to the
Memorandum ("Other Purchaser Agreements") being entered into concurrently
herewith by the Company and certain members of the management of the Company in
connection with the offering (the "Offering") made pursuant to the Memorandum.

     NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby acknowledge, agree and understand the
following:

1.  Subscription. Subject only to the provisions of Section 8 hereof, Purchaser
hereby irrevocably subscribes for the Shares under terms and conditions set
forth herein. The purchase price (the "Purchase Price") for each Share shall be
$1,800. The parties agree that notwithstanding anything herein to the contrary,
the Company reserves the absolute right (i) to reject any subscription for any
reason and (ii) to terminate or modify the Offering at any time for any reason.
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2.  The Closing. The closing of the purchase and sale of the Shares (the
"Closing") shall take place at the principal offices of the Company, 12001 North
Houston Rosslyn, Houston, Texas 77086 at 10:00 a.m., Houston time on Thursday,
April 25, 1996, or (i) at such later date or time as the Company in its sole
discretion may determine without the consent of or notice to Purchaser, but in
no event later than May 31, 1996 (the "Termination Date"), and (ii) at such
other place as shall be agreed upon by the parties hereto. The date of the
Closing is sometimes hereinafter referred to as the "Closing Date."

3.  Deliveries by Purchaser.

        (a) Stockholders' Agreement. Concurrently with Purchaser's execution and
delivery of this Agreement, Purchaser shall deliver to the Company two executed
counterparts to that certain Amended and Restated Stockholders' Agreement, dated
as of August 7, 1995, among the Company, GKH Partners, L.P., GKH Investments,
L.P. and the other stockholders of the Company parties thereto (the
"Stockholders' Agreement"), attached to the Memorandum as Exhibit B.

        (b) Additional Deliveries. At or prior to the Closing, upon the terms
and subject to the conditions of this Agreement, Purchaser shall execute where
appropriate and deliver to the Company:

             (i) a certified or bank cashier's check in the amount of the
          aggregate Purchase Price for the Cash Shares;

             (ii) to the extent any of the Shares subscribed for pursuant to
          this Agreement are Four Year Loan Shares:

                    (A)  a duly executed Loan Agreement;

                    (B) a duly executed Four Year Note in an original principal
          amount equal to the aggregate Purchase Price for all such Four Year
          Loan Shares to be funded by the proceeds of the Four Year Note and
          subscribed for by Purchaser pursuant to this Agreement;

                    (C) two executed counterparts of that certain pledge
          agreement (the "Pledge Agreement") between the Purchaser and the
          Company effecting a pledge of all of the shares of Common Stock of the
          Company owned or thereafter acquired by the Purchaser, substantially
          in the form attached to the Memorandum as Exhibit E; and

                    (D) a stock power with respect to the Shares (the "Stock
          Power") duly executed in blank;

             (iii) two executed counterparts of that certain stock option
          agreement (the "Option Agreement") between the Purchaser and the
          Company, substantially in the form attached to the Memorandum as
          Exhibit G, which Stock Option Agreement shall be

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          governed in accordance with the terms of the Hanover Compressor
          Company 1996 Employee Stock option Plan (substantially in the form
          attached to the Memorandum as Exhibit G) as such plan may be amended
          from time to time;

             (iv) a fully completed and executed  IRS Form W-9;

             (v) two executed counterparts of this Agreement (including a fully
          completed Schedule A, notary page and Spousal Consent (if
          applicable)); and

             (vi) two fully executed counterparts of the letter agreement
          attached to the Memorandum as Exhibit H.

        (c) Document Delivery; Escrow. All documents and funds (the "Funds")
delivered to the Company prior to the Closing Date shall be delivered by
Purchaser to Hanover Compressor Company, 12001 North Houston Rosslyn, Houston,
Texas 77086, Attention: Curtis Bedrich. All such documents and Funds will be
deemed to be held in escrow until the Closing. The Funds shall be promptly
deposited in an interest bearing, segregated account and such Funds may be
invested in treasury bills or other cash equivalents, as determined in the sole
and absolute discretion of the Company. If, prior to the Termination Date,
acceptable subscriptions for a minimum aggregate of one share of Common Stock is
received and the other conditions set forth herein and in the Memorandum
(collectively, the "Offering Conditions") are satisfied, all Funds will be
transferred from the segregated bank account to the Company, together with all
interest, if any, accrued or paid thereon. In the event the Offering Conditions
have not been satisfied in full prior to the Termination Date, the Offering will
be terminated and all Funds will be returned to the Purchaser together with a
pro rata share of interest earned thereon. Interest on Funds shall be calculated
on the basis of the amount of Funds invested by the Purchaser and the length of
time interest on such Funds was earned.

        4. Deliveries by the Company. At the Closing, upon the terms and subject
to the conditions of this Agreement, the Company shall deliver to Purchaser a
certificate or certificates representing the Shares duly executed and
authenticated by the Company; provided, however, that if any portion of the
Shares are being purchased with the proceeds of a Four Year Loan, the Company
shall retain possession of all of the Shares in accordance with the terms of the
Pledge Agreement. Following the Closing, the Company shall deliver to the
Purchaser a copy of the fully executed Adoption Agreement (the original of which
will be retained at the offices of the Company) and fully executed counterparts
of the Other Purchaser Agreements executed by the Company.

        5. Representations and Warranties of Purchaser. Purchaser hereby
represents and warrants to the Company as follows:

        (a) Investment Intention; No Resales. Purchaser is acquiring the Shares
for investment solely for his own account and not with a view to, or for resale
in connection with, the distribution or other disposition thereof. Purchaser
agrees and acknowledges that all dispositions of the Shares by Purchaser (other
than involuntary transfers) will comply with the

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<PAGE>

provisions of this Agreement, the provisions of the Stockholders' Agreement and
the Pledge Agreement and applicable provisions of state and federal securities
laws.

        (b) Certain information Not Material. Purchaser has not received
individualized information relative to the compensation of the management of the
Company, which information is acknowledged by Purchaser as not being material to
Purchaser in forming a basis for making an investment in the Shares or for any
other purpose in connection herewith.

        (c) Shares Unregistered. Purchaser acknowledges and represents that he
has been advised by the Company that:

             (i) the offer and sale of the Shares have not been registered under
          the Securities Act of 1933, as amended (the "Securities Act"), or any
          state securities laws;

             (ii) the Shares must be held indefinitely and Purchaser must
          continue to bear the economic risk of the investment in the Shares
          unless the offer and sale of such Shares is subsequently registered
          under the Securities Act and all applicable state securities laws or
          an exemption from such registration is available to the Purchaser with
          respect to the Shares;

             (iii) there is no established market for the Shares and it is not
          anticipated that there will be any public market for the Shares in the
          foreseeable future;

             (iv) the Company is under no obligation to register the Shares
          under the Securities Act on behalf 6f Purchaser, to assist Purchaser
          in complying with any exemption from registration or to consent to the
          transfer of the Shares;

             (v) Rule 144 promulgated under the Securities Act may not be
          presently available with respect to the sale of any securities of the
          Company, and the Company has made no covenant to make such Rule
          available;

             (vi) when and if the Shares may be disposed of without registration
          under the Securities Act in reliance on Rule 144, such disposition may
          be made only in limited amounts in accordance with the terms and
          conditions of such Rule;

             (vii) a restrictive legend in the form set forth in Section 6(f)
          hereof shall be placed on the certificates representing the Shares;
          and

             (viii) a notation shall be made in the appropriate records of the
          Company indicating that the Shares are subject to restrictions on
          transfer and appropriate stop-transfer instructions will be issued
          with respect to the Shares.

        (d)  Additional Investment Representations.

             (i) Purchaser has carefully reviewed, is familiar with and
          understands the Memorandum, the Other Purchaser Agreements and the
          other documents, records and

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<PAGE>

          information, if any, requested by Purchaser or otherwise supplied by
          the Company in connection with the Offering;

             (ii) All documents, records and information pertaining to an
          investment in the Company which have been requested by Purchaser have
          been made available or delivered to Purchaser, except to the extent
          otherwise addressed in the Memorandum;

             (iii) Purchaser is fully familiar with the business and operations
          of the Company and has had an opportunity to ask questions of and
          receive answers from the Company concerning the terms and conditions
          of Purchaser's investment and the financial condition, operations and
          prospects of the Company;

             (iv) No oral or written statement, printed material or inducement
          given or made by the Company or any of the Company's affiliates is
          contrary to the information contained in this Agreement, the
          Memorandum or the Other Purchase Agreements, and Purchaser
          acknowledges and agrees that in making his decision to purchase the
          Shares he has relied solely on such documents and the independent
          investigations made by him and, to the extent believed by Purchaser to
          be appropriate, Purchaser's representatives, including Purchaser's own
          professional, financial, legal, tax and other advisors;

             (v) Purchaser acknowledges that the Company, in reliance upon
          certain federal and state securities law exemptions, has provided
          Purchaser with less or different information than Purchaser would have
          received if an information memorandum complying with Rule 502(b)(2) of
          Regulation D promulgated pursuant to the Securities Act had been
          prepared and made available to Purchaser or if the Shares had been
          registered pursuant to the Securities Act. The foregoing
          notwithstanding, the information provided to Purchaser is sufficient
          to allow Purchaser to make a knowledgeable and informed decision
          regarding his investment in the Shares;

             (vi) Purchaser (A) has adequate means of providing for Purchaser's
          current financial needs and possible personal contingencies and has no
          need for liquidity in Purchaser's investment in the Shares, (B) can
          bear the economic risk of losing Purchaser's entire investment in the
          Shares, (C) has such knowledge and experience in financial matters
          that Purchaser is capable of evaluating the relative risks and merits
          of Purchaser's purchase of the Shares, (D) is familiar with the nature
          of, and risks attendant to, Purchaser's purchase of the Shares, and
          (E) has determined that the purchase of the Shares is consistent with
          Purchaser's financial objectives;

             (vii) Purchaser realizes that Purchaser may not be able to sell or
          dispose of the Shares even in the event of a personal emergency.
          Purchaser's overall commitment to investments which are not readily
          marketable (including Purchaser's investment in the Shares) is not
          disproportionate to Purchaser's net worth;

                                       5
<PAGE>

             (viii) The address set forth on the signature page hereof is
          Purchaser's true and correct residence, and Purchaser has no present
          intention of becoming a domiciliary of any other state or
          jurisdiction;

             (ix) Purchaser has no reason to anticipate any change in
          Purchaser's circumstances, financial or otherwise, which may cause or
          require any sale or disposition by Purchaser of any of the Shares;

             (x) Each of this Agreement and the Other Purchaser Agreements has
          been duly and validly executed and delivered by Purchaser and each
          constitutes the valid and binding obligation of Purchaser enforceable
          against Purchaser, Purchaser's successors and assigns, including, but
          not limited to, Purchaser's estate and Purchaser's spouse, in
          accordance with its terms;

             (xi) Assuming the due execution and delivery of each of this
          Agreement and the Other Purchaser Agreements (to which the Company is
          a party) by the Company, each of this Agreement and the Other
          Purchaser Agreements is a valid and binding obligation of the
          Purchaser, enforceable against the Purchaser in accordance with its
          terms, except as such enforcement may be subject to (A) bankruptcy,
          insolvency, reorganization, moratorium or other similar laws now or
          hereafter in effect relating to creditors rights generally and (B)
          general principles of equity (regardless of whether such enforcement
          is considered in a proceeding in equity or at law); and

             (xii) The Company has not guaranteed, represented or warranted to
          Purchaser either that (A) the Company will be profitable or that
          Purchaser will realize profits as a result of his investment in the
          Shares or (B) the past performance or experience on the part of any
          officer, director, stockholder, employee, agent, representative or
          affiliate thereof, or any employee, agent, representative or affiliate
          of the Company will in any way indicate the predict able results of
          ownership of the Shares.

        (e)  Residence-Specific Representations.

             (i) If Purchaser is a resident of the State of Texas, the aggregate
          Purchase Price for the Shares subscribed for by Purchaser hereunder
          does not exceed 20% of Purchaser's net worth (or joint net worth with
          Purchaser's spouse, if applicable) as of the date hereof; and

             (ii) If Purchaser is a resident of the State of Louisiana, the
          aggregate Purchase Price for the Shares subscribed for by Purchaser
          hereunder does not exceed 25% of Purchaser's net worth (or joint net
          worth with Purchaser's spouse, if applicable) as of the date hereof.

6.  Representations and Warranties of the Company. The Company represents and
warrants to Purchaser as follows:

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<PAGE>

        (a) Organization; Qualification. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware. The Company is duly qualified and in good standing as a foreign
corporation and is licensed, admitted or approved to do business as a foreign
corporation in each jurisdiction wherein the character of the properties owned
or held by it under lease, or the nature of the business conducted by it, makes
such qualification necessary, except where the failure to so qualify would not
have a material adverse effect on the Company, and would not have any adverse
effect on the enforceability of this Agreement.

        (b) Authority. The Company has the requisite corporate power and
authority and full legal right to enter into this Agreement and the other
Purchaser Agreements to which it is a party, to perform, observe and comply with
all of its agreements and obligations hereunder and thereunder and to issue the
Shares to Purchaser.

        (c) Due Authorization. The execution and delivery by the Company of this
Agreement and the Other Purchaser Agreements to which it is a party, the
performance by it of all of its agreements and obligations under this Agreement
and the Other Purchaser Agreements to which it is a party, and the issuance of
the Shares, have been duly authorized by all necessary corporate action on the
part of the Company.

        (d) Binding Obligation. Each of this Agreement and the Other Purchaser
Agreements to which the Company is a party has been duly and validly executed
and delivered by the Company and, assuming the due execution and delivery of
each such document by Purchaser, is a valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms, except as
such enforcement may be subject to (i) bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect relating to
creditors, rights generally and (ii) general principles of equity (regardless of
whether such enforcement is considered in a proceeding in equity or at law).

        (e) Capitalization. At the Closing Date, the authorized capital stock of
the Company will consist of 500,000 shares of Common Stock and 200,000 shares of
preferred stock. No other class or series of capital stock of the Company is
authorized. All of the outstanding shares of Common Stock, including the Shares,
will, at the time of issuance, have been duly authorized and issued and, upon
receipt by the Company of the Purchase Price for the Shares subscribed for
hereunder, the Shares will be fully paid and nonassessable. There are no pre-
emptive rights relating to the capital stock of the Company other than those
granted pursuant to (i) the Stockholders, Agreement, (ii) that certain
Stockholders, Agreement, dated as of March 8, 1995, among the Company and
certain of its stockholders, (iii) that certain Stockholders' Agreement, dated
as of August 7, 1995, among the Company, Joint Energy Development Investments
Limited Partnership and certain other stockholders of the Company and (iv) that
certain Stockholders, Agreement, dated as of December 6, 1995, among the Company
and certain of its stockholders.

        (f) Legend. Each certificate representing the Shares shall bear a legend
substantially to the following effect:

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<PAGE>

          THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
          1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE
          TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER
          SUCH ACT, OR UNLESS SUCH OFFER, SALE, TRANSFER, PLEDGE OR
          HYPOTHECATION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN
          COMPLIANCE WITH SUCH ACT. THE TRANSFERABILITY OF THIS SECURITY IS ALSO
          SUBJECT TO RESTRICTIONS CONTAINED IN A STOCKHOLDERS AGREEMENT WHICH
          AGREEMENT THE COMPANY WILL FURNISH TO THE HOLDER OF THIS SECURITY UPON
          REQUEST.

          A STATEMENT SUMMARIZING THE VOTING POWERS, DESIGNATIONS, PREFERENCES,
          LIMITATIONS, RESTRICTIONS AND RELATIVE RIGHTS OF THE VARIOUS CLASSES
          OF STOCK OR SERIES THEREOF MAY BE OBTAINED BY THE STOCKHOLDERS OF THE
          COMPANY, WITHOUT CHARGE, FROM THE PRINCIPAL OFFICES OF THE COMPANY.

7.  Conditions to Obligations of Purchaser. The obligation of Purchaser to
consummate the transactions contemplated by this Agreement shall be subject to
the satisfaction (or waiver by the Purchaser) on or prior to the Closing Date of
the following conditions:

        (a) Performance of Obligations. The Company shall have performed and
complied in all material respects with all obligations and agreements required
to be performed and complied with by it hereunder on or prior to the Closing
Date;

        (b) Representations and Warranties. The representations and warranties
of the Company contained in this Agreement shall be true and correct in all
material respects as of the Closing Date as if made as of such date;

        (c) Loans. The Company shall have made available to Purchaser at the
Closing, as a loan (or loans), that portion of the Purchase Price attributable
to the Four Year Loan Shares subscribed for hereunder as agreed to by Purchaser
and the Company; and

        (d) Section 4 Obligations. The Company shall have fully complied with
all of its obligations under the first sentence of Section 4 hereof.

                                       8
<PAGE>

8.  Conditions to Obligations of the Company. The obligation of the Company to
consummate the transactions contemplated by this Agreement shall be subject to
the satisfaction (or waiver by the Company) on or prior to the Closing Date of
the following conditions:

        (a) Performance of Obligations. Purchaser shall have performed and
complied in all material respects with all obligations and agreements required
to be performed and complied with by Purchaser hereunder on or prior to the
Closing Date;

        (b) Representations and Warranties. The representations and warranties
of Purchaser contained in this Agreement shall be true and correct in all
material respects as of the Closing Date as if made as of such date;

        (c) Offering. The Offering shall not have been terminated by the
Company; and

        (d) Section 3 (b) Obligations. Purchaser shall have fully complied with
all of its obligations under Section 3 (b) hereof.

9.  Indemnification.

        (a) Indemnification of the Company and the Company Affiliates. From and
after the date hereof, Purchaser shall indemnify and hold harmless the Company
and its predecessors, successors, officers, directors, employees,
representatives, agents and affiliates (collectively, the "Indemnitees") from
and against any loss, damage or expense, including, without limitation,
reasonable attorneys' and consultants' fees, disbursements and expenses,
suffered by any one or more of the Indemnitees arising out of or resulting from
any inaccuracy in or breach of any of the representations, warranties, covenants
or agreements made by Purchaser herein.

        (b) Indemnification of Purchaser. From and after the date hereof, the
Company shall indemnify and hold harmless Purchaser from and against any loss,
damage or expense, including, without limitation, reasonable attorneys, and
consultants' fees, disbursements and expenses suffered by Purchaser arising out
of or resulting from any inaccuracy in or breach of any of the representations,
warranties, covenants or agreements made by the Company herein. The foregoing
notwithstanding, the Company's obligation to indemnify Purchaser under this
Section 10(b) shall not exceed the Purchase Price.

        (c) Procedure for Claims. Within thirty days after obtaining written
notice of any claim or demand which has given rise to, or could reasonably give
rise to, a claim for indemnification hereunder, the party seeking
indemnification shall give written notice of such claim ("Notice of Claim") to
the other party. Failure to give such notice by the party seeking
indemnification within said thirty-day period shall not relieve the indemnifying
party of its obligations hereunder, unless and only to the extent that the
failure to so notify the indemnifying party actually results in damage or
prejudice to such indemnifying party. The Notice of Claim shall set forth a
brief description of the facts giving rise to such claim and the amount (or a

                                       9
<PAGE>

reasonable estimate) of the loss, damage or expense suffered, or which may be
suffered, by the party seeking indemnification.

     Upon receiving the Notice of Claim, the indemnifying party shall resist,
settle or otherwise dispose of such claim in such manner as it shall deem
appropriate, including the employment of counsel, and shall be responsible for
the payment of all expenses, including the reasonable fees and expenses of such
counsel. The indemnified party shall have the right to employ separate counsel
in any such action and to participate in or assume the defense thereof, but the
fees and expenses of such counsel shall be at the indemnified party's expense
unless (i) the employment has been specifically authorized by the indemnifying
party in writing, (ii) the indemnifying party has failed to assume the defense
and employ counsel in a timely manner or (iii) the named parties to any. action
(including any impleaded parties) include both Purchaser and the Company, and
the indemnified party has been advised by such counsel that representation of
the Company and the Purchaser by the same counsel would be inappropriate under
applicable standards of professional conduct due to actual or potential
differing interests between them (in which case, if the indemnified party
notifies the indemnifying party in writing that the indemnified party elects to
employ separate counsel at the expense of the indemnifying party, the
indemnifying party shall have neither the right nor the obligation to assume the
defense of such action on behalf of the indemnified party).

        (d) Third Party Beneficiaries. Nothing contained in this Section 10
shall confer any rights upon, or inure to the benefit of, any third party other
than those parties specified in Sections 10(a) and 10(b) above, it being
understood that such specified parties, to the extent not actually parties
hereto, shall be third party beneficiaries.

10.  Miscellaneous.

        (a) Notices. All notices, offers or other communications required or
permitted to be given pursuant to this Agreement shall be in writing and shall
be considered as properly given or made on the earliest to occur of (i) personal
delivery, (ii) two days after being delivered to a nationally recognized
overnight mail delivery or courier service, (iii) five days after being mailed
by certified mail, return receipt requested, postage prepaid, or (iv) delivery
by prepaid telegram or facsimile transmission (with written confirmation of
receipt). All notices given or made pursuant hereto shall be addressed to the
Company at its principal office and to Purchaser at his address appearing on
the signature page hereof under the heading "PURCHASER". The address of any
party hereto may be changed by a notice in writing given in accordance with the
provisions hereof.

        (b) Effect and Interpretation. This Agreement shall be construed in
accordance with and governed by the laws of the State of Delaware without regard
to the conflicts of laws provisions thereof.

        (c) Entire Agreement. This Agreement, the Memorandum and the Other
Purchase Agreements and any Exhibits or Schedules attached hereto or thereto,
which documents are incorporated herein by this reference, constitute the entire
agreement between the parties hereto with respect to the subject matter hereof
and may be amended only by a writing executed

                                       10
<PAGE>

by all parties hereto. This Agreement and the other documents and instruments
specified in this Section 10(c) and the information contained herein and therein
expressly supersede all understandings and agreements of the parties, whether
written or oral, between the parties with respect to the subject matter hereof.

        (d) Successors. This Agreement and all the terms and provisions hereof
shall be binding upon and shall inure to the benefit of the parties hereto, and
their respective heirs, legal representatives, permitted successors and
permitted assigns.

        (e) Pronouns and Headings. As used herein, all pronouns shall include
the masculine, feminine, neuter, singular and plural wherever the context and
facts require such construction. The descriptive headings in the sections of
this Agreement are inserted for convenience of reference only and shall not
control or affect the meaning or construction of any of the provisions hereof.

        (f) Severability. If any provision of this Agreement is held by a court
of competent jurisdiction to be invalid, illegal or unenforceable, such
provision shall be severed and enforced to the extent possible or modified in
such a way as to make it enforceable, and the invalidity, illegality or
unenforceability thereof shall not affect the validity, legality or
enforceability of the remaining provisions of this Agreement.

        (g) Certain Tax Matters. Under section 1445(e) of the Internal Revenue
Code of 1986, as amended, a corporation, partnership, trust or estate must
withhold tax with respect to certain transfers of property if a holder of the
interest in the entity is a foreign person. To inform the Company that no
withholding is required with respect to any of the Shares, Purchaser hereby
certifies as follows: (1) he is not a nonresident alien for purposes of U.S.
income taxation; (2) his social security number is as set forth on the signature
page hereto; and (3) his home address is as set forth an the signature page
hereto. Purchaser understands under penalties of perjury that this certification
may be disclosed to the Internal Revenue Service and that any false statement he
has made herein could be punished by fine, imprisonment or both. The Purchaser
has completed and submitted herewith a Form W-9 relative to his taxpayer
identification number and other matters and does hereby represent and warrant
that such form is complete, true and correct.

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

        (i) Assignment. This Agreement and the rights and obligations of the
parties hereunder may be assigned or otherwise delegated by the Company, but may
not be assigned by Purchaser without the Company's prior written consent, which
consent may be withheld in the Company's sole discretion.

        (j) Consent of Spouse; Insertion in Will. Purchaser if married, or, if
currently unmarried, each Purchaser upon his marriage, agrees to obtain the
consent and approval of his spouse to all of the terms and provisions of this
Agreement by the execution hereof by such spouse. Purchaser agrees to insert in
his last will and testament, or other similar instrument, or to

                                       11
<PAGE>

execute a codicil thereto, directing and authorizing his personal
representatives to fulfill and comply with the provisions hereof.

        (k) Effectiveness; Termination. In the event this Agreement is
terminated for any reason, the parties hereto shall have no further obligations
to each other, except that in the event of a complete or partial performance of
the terms hereof which occurs prior to any termination hereof, (i) Purchaser
shall promptly return to the Company all certificates in his possession
representing the Shares, if any, and (ii) the Company shall promptly refund the
Purchase Price to Purchaser, if and to the extent paid.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

                              THE COMPANY:

                              HANOVER COMPRESSOR COMPANY, a
                              Delaware corporation


                              By:
                                 --------------------------------
                                    William S. Goldberg
                                    Executive Vice President

                                       12
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                          1996 EMPLOYEE STOCK OFFERING
                             SUBSCRIPTION AGREEMENT
                            PURCHASER SIGNATURE PAGE

                         PURCHASER:

                         ------------------------------------
                         Print Name:
                                    -------------------------
                         Social Security No.
                                            -----------------
                         Home Address:

                         ------------------------------------
                         ------------------------------------
                         ------------------------------------


                                SPOUSAL CONSENT

     The undersigned, being the spouse of Purchaser who is a party to the
foregoing Subscription Agreement, hereby consents to the execution of the
foregoing Subscription Agreement pursuant to the Offering and the consummation
of the transactions contemplated thereby by his or her spouse, and to the extent
the undersigned has acquired or hereafter acquires an interest in and to the
property and subject matter of the Subscription Agreement, hereby agrees to be
bound by the terms of such Subscription Agreement.

Date:
      -----------------------               -----------------------------------
                                            Print Name

                                       13
<PAGE>

                                  NOTARY PAGE

STATE OF _______________)
                        )
COUNTY OF ______________)

     I,         , a Notary Public in and for said County, in the State
aforesaid, do hereby certify that          appeared before me this day in
person, and acknowledged and swore that he signed, sealed, and delivered the
said instrument as his respective free and voluntary act and deed for the uses
and purposes therein set forth, and that the statements contained therein are
true.

     Given under my hand and notarial seal as of the day of      day of
                 , 1996.

My Commission expires:


-------------------------------      -------------------------------------
                                      Notary Public

                                       14
<PAGE>

                                   SCHEDULE A

                             Shares Subscribed For

<TABLE>
<CAPTION>
==================================================================================================
        Type of Share                   Number of Shares                    Consideration
--------------------------------------------------------------------------------------------------
<S>                                     <C>                                 <C>
Cash Shares(a)
--------------------------------------------------------------------------------------------------
Four-Year Loan Shares(b)
--------------------------------------------------------------------------------------------------
Total
==================================================================================================
</TABLE>
(a) Purchaser must subscribe for a minimum of one Share hereunder. There is no
    maximum subscription.

(b) Purchaser may subscribe for Four Year Loan Shares purchased with the
    proceeds of a Four Year Note in any amount up to twice the number of Cash
    Shares subscribed for pursuant to the Offering. Additional information with
    respect to the maximum number of Four Year Loan Shares may be obtained from
    Curtis Bedrich at the Company's principal office.

                                       15