Exhibit 10.33  SEVERANCE AND CONSULTING AGREEMENT
AND GENERAL RELEASE  THIS SEVERANCE AND CONSULTING AGREEMENT AND GENERAL RELEASE(the Agreement) is made and entered
into by and between H&E Equipment Services L.L.C. (H&E) and
Robert W. Hepler (Rob).  RECITALS  WHEREAS,Robs employment with H&E terminated effective March 1, 2004;  WHEREAS,by separate check, H&E has paid Rob for all vacation and
paid-time-off accrued during the period of his employment with H&E;  WHEREAS,H&E desires Rob to provide general business consultancy and administrative
services to H&E;  NOW, THEREFORE,in consideration of the premises and of the mutual agreements
hereinafter set forth, the parties declare and agree as follows:  W I T N E S S E T H:  1.Recitals.  The above Recitals are
incorporated herein by reference.  2.Severance, Consultancy, Restrictive Covenant
and Settlement Payment.  Upon expiration of the revocation period in
Paragraph 6 below, H&E agrees to pay Rob $347,121.84, payable on a
bi-weekly basis, commencing March 15, 2004, over the course of a period of twelve
(12) months, in exchange for the promises described below.  3.Consulting Period.  H&E
hereby engages Rob for a period of twelve (12) months commencing March 2, 2004
(the Consulting Period), as a consultant to H&E, and its
affiliates and subsidiaries, including but not limited to GNE Investments, Inc.
and Great Northern Equipment, Inc., of all matters directly or indirectly
related to H&Es business. Rob shall be available to furnish at the
reasonable request of H&E such consulting and administrative services hereunder
as may reasonably be requested by H&E; provided, however, that Rob shall
not be obligated to furnish more than eight (8) hours of consulting services
hereunder during a calendar month during the Consulting Period, except as
regards consulting services necessary in development, preparation for
deposition, deposition, preparation for trial, and trial, of that lawsuit
entitled H&E Equipment Services L.L.C. v. HEK Platforms & Hoists,
Inc., pending in the United States District Court for the Southern District of
Georgia, bearing Civil Action No. CV203-183.  4.Release of H&E.  In
consideration of the benefits provided in this Agreement, Rob releases, holds
harmless and forever discharges H&E, any and all other subsidiary or affiliate
companies of H&E, including but not limited to GNE Investments, Inc. and
Great Northern Equipment, Inc., their predecessors, successors, assigns,
transferees, past or present officers, managers, employees, directors,
representatives, agents, partners, members, owners and shareholders, of and
from any and all actions, claims, causes of action, suits, compensation,


deferred compensation, wages, benefits,
vacation, sick or paid-time-off benefits, debts, contracts, controversies,
agreements, promises, rights, damages or demands which he has, may have or ever
will have, whether known or unknown, suspected or unsuspected, including but
not limited to, claims of wrongful discharge, retaliation, emotional distress, defamation,
violations of the Fair Labor Standards Act, Americans With Disabilities Act,
Family Medical Leave Act, Title VII of the Civil Rights Act, federal and state
civil rights laws and any other laws and regulations relating to employment
discrimination, any claim under other state or federal statutory or common law,
any claim arising out of or in connection with his employment or the
termination thereof, and any claim based on an express or implied contract. Rob
expressly waives the benefits of any rule or law that provides, in sum or
substance, that a release does not extend to claims which the party does not
know or suspect to exist in his favor at the time of executing the release,
which if known by him, would have materially affected his settlement with the
other party. Rob expressly waives and releases all such claims. This release is
intended to be comprehensive.  5.Release of Rob.  In
consideration of the benefits provided in this Agreement, H&E releases,
holds harmless and forever discharges Rob, his heirs, successors and assigns,
of and from any and all action, claims, causes of action, suits, debts,
contracts, controversies, agreements, promises, rights, damages or demands
which it had may have or ever will have, whether known or unknown, suspected or
unsuspected, including but not limited to, any claim arising out of or in
connection with his employment, and my claim arising out or in connection with
that lawsuit entitled Sunbelt Rentals, Inc. v. Head & Engquist Equipment,
L.L.C., d/b/a H&E Hi-Lift, Robert Hepler, Douglas Kline, et  al, pending in Mecklenburg County, North
Carolina, on the docket in the General Court of Justice, Superior Court
Division. H&E expressly waives the benefits of any rule or law that
provides, in sum or substance, that a release time of executing the release,
which if known by it, would have materially affected its settlement with the
other party. H&E expressly waives and releases all such claims. This
release is intended to be comprehensive.  6.Release of Age Discrimination Claims.  Rob
understands that he is releasing any and all claims or causes of action he has
or may have under state and federal law concerning age discrimination,
including but not limited to, the Age Discrimination in Employment Act of 1967,
29 U.S.C. Section 621 et  seq. He further acknowledges that he has been advised that he should seek
the advise of his own independent attorney. He has been given 21 days in which
to review and consider this Agreement. Should Rob elect to execute this
Agreement sooner than 21 days after receiving it, he specifically and
voluntarily waives the right to claim that he has not been allowed by H&E
or by any other circumstances to consider this Agreement for a full 21 days. He
has been advised that he has an additional 7 days after signing this Agreement
to change his mind and rescind it without any penalty to him by giving notice
to H&E. This Agreement will not become effective or enforceable until after
this 7 day period has expired.  7.Independent Contractor Status.  Notwithstanding
anything herein to the contrary, Rob shall be an independent contractor and
shall not be considered an employee of H&E during the Consulting Period.  2


8.Restrictive Covenants.  For
purposes of this Agreement, Restrictive Covenants mean the provisions
of this Paragraph 8. It is stipulated and agreed that H&E is engaged in the
business of (i) selling, renting and servicing equipment for use in the
manufacturing, industrial and construction industries, and (ii) the prevision
of related services, together with any other lines of business in which H&E
becomes engaged during the Consulting Period, being referred to herein as the Business.
It is further stipulated and agreed that as a result of Robs employment by
H&E and continuing during the Consultancy Period, Rob has had and may have
access to valuable, highly confidential, privileged and proprietary information
relating to H&Es business, including, without limitation, existing and
future equipment information, customer lists, identities of distributors and
distributorships, sales methods and techniques, cost and costing methods,
pricing techniques and strategies, sales agreements with customers, profits and
product line profitability information, unpublished present and future
marketing strategies and promotional programs, and other information regarded
by H&E as proprietary and confidential (the Confidential Information).
It is further acknowledged that unauthorized use or disclosure by Rob of
Confidential Information would seriously damage H&E in its business.  In consideration of the provisions of this Paragraph 8 and the payments
referred to in Paragraph 2 hereof, which Rob acknowledges are legally
sufficient to support enforceability by H&E of the Restrictive Covenants,
Rob agrees as follows.  8.1During the Consulting Period and thereafter, Rob will not, without
H&Es prior written consent, use, divulge, disclose, furnish, or make
accessible to any third person, company, or other entity, any aspect of the
Confidential Information (other than as required in the ordinary discharge of
Rob s duties hereunder).  8.2During the Consultancy Period (also referred to as the Restrictive
Period), Rob shall not directly or indirectly:  (i)employ, or solicit the employment of, a
person who at any time during the twelve (12) calendar months immediately
preceding the date of this Agreement was employed by H&E;  (ii)provide or solicit the provision of products
or services, similar to those provided by H&E, at the Designated Branches
(as defined below), to any person or entity who purchased or leased products or
services from H&E at any time during the twelve (12) calendar months
immediately preceding the date of this Agreement and for or with whom Rob had
contact, responsibility or access to Confidential Information related to such
person or entity; provided, however, the restrictions of this subsection (ii)
shall be limited in scope to the Territory (as defined below) and to any
office, branch, or other place of business in which, or in connection with
which, Rob has had business contact with such person or entities during the
twelve (12) calendar months immediately preceding the date of this Agreement;  (iii)interfere or attempt to interfere with the
terms or other aspects of the relationship between H&E and any person or
entity from whom H&E has purchased  3


equipment, supplies or
inventory at any time during the twelve (12) calendar months immediately
preceding the date of this Agreement;  (iv)compete with H&E, its successors and
assigns by engaging, either directly or indirectly, with the Business as
conducted at the Designated Branches or in a business substantially similar to
the Business as conducted at the Designated Branches or in a business
substantially similar to the Business as conducted at the Designated Branches,
within the Territory (as defined below); or  (v)provide information to, solicit or sell for,
organize or own any interest in (either directly or through any parent,
affiliate, or subsidiary corporation, partnership, or other entity), or become
employed or engaged by or act as agent for any person, corporation, or other
entity that is directly or indirectly engaged in a business in the Territory
(as defined below), which is substantially similar to the Business as conducted
at the Designated Branches or competitive with H&Es Business as conducted
at the Designated Branches; provided however, that nothing herein shall preclude
Rob from holding not more than one (1%) percent of the outstanding shares of
any publicly held company which may be so engaged in a trade or business
identical or similar to the Business of H&E.  As
used herein, the Territory means: The geographical area within a fifty
(50) mile radius of any H&Es branches, including but not limited to
Jacksonville, Florida, in which, or in connection with which, Rob performed or
was responsible for performing services at any tune during the twelve (12)
month period immediately preceding the date of this Agreement (the Designated
Branches).  8.3In the event of a breach or a threatened
breach by Rob of any of the Restrictive Covenants contained in this Paragraph
8, H&E, in addition to and not in derogation of any other remedies it may
have, shall be entitled to any or all of the following remedies:  8.3.1It is stipulated that a breach by Rob of the
Restrictive Covenants would cause irreparable damage to H&E; H&E, in
addition to any other rights or remedies which H&E may have, shall be
entitled to an injunction restraining Rob from violating or continuing any
violation of such Restrictive Covenants; such right to obtain injunctive relief
may be exercised, at the option of H&E, concurrently with, prior to, after,
or in lieu of, the exercise of any other rights or remedies which H&E may
have as a result of any such breach or threatened breach;  8.3.2Rob agrees that upon breach of any of the
Restrictive Covenants, H&E shall be entitled to rescind any remaining
payments referred to in Paragraph 2 hereof, and to repayment of all profits,
royalties, compensation, and/or other benefits back which Rob directly or
indirectly has realized or may realize as a result of, or in connection with
any such breach.  8.3.3Rob agrees that the Restrictive Period shall
not include any period of time in which he is in violation of the Restrictive
Covenants.  9.Surrender of Books and Records.  Rob
acknowledges that all files, records, lists, designs, specifications, formulas,
books, products, and other materials owned and used by H&E  4


in connection with the
conduct of its Business shall at all times remain the property of H&E, and
that as of the date of this Agreement, he has or will have returned and
surrendered to H&E all such materials, including but not limited to credit
cards, keys, and access to computerized data.  10.Tax Consequences.  Rob
agrees that the tax consequences, if any, of the payments referred to in
Paragraph 2 hereof will be his responsibility, and any tax liability for such payments
shall not be the responsibility of H&E.  11.Governing Law, Mandatory Venue.  This
Agreement and the legal relations between the parties shall be governed by and
construed and enforced in accordance with the laws of the State of Florida
applicable to agreements made and to be performed wholly in the State of Florida,
without regard to conflicts of law principles of any jurisdiction. ANY SUIT OR OTHER
PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE INSTITUTED AND
MAINTAINED IN THE STATE OR FEDERAL COURTS SITTING IN EAST BATON ROUGE PARISH,
LOUISIANA, ABSENT WRITTEN CONSENT OF H&E TO THE CONTRARY. ROB EXPRESSLY
WAIVES ANY OBJECTIONS TO SUCH JURISDICTION AND VENUE AND IRREVOCABLY CONSENTS
AND SUBMITS TO THE PERSONAL AND SUBJECT MATTER JURISDICTION OF SUCH COURTS IN
ANY SUCH ACTION OR PROCEEDING.  12.Entire Agreement.  This
Agreement is the entire agreement between the parties hereto with respect to
the subject matter hereof and shall not be amended, altered or modified in any
manner whatsoever, except by a written instrument executed by the parties
hereto. This Agreement supersedes all prior agreements between H&E and Rob
with respect to the matters hereof and all prior agreements shall be void and
of no further force or effect as of the date hereof.  13.Notices.  Any notice contemplated,
required, or permitted under this Agreement shall be sufficient if in writing
and shall be deemed given when delivered personally or mailed by registered or
certified mail, return receipt requested, to the addresses listed below:  (a)
  
  To H&E:
  
  H&E Equipment Services
  L.L.C.11100
  Mead Road, 2nd FloorPost
  Office Box 40247Baton
  Rouge, LA 70815/70835Attn:   John
  M. Engquistwith a
  copy to:
  
  Taylor, Porter, Brooks
  & Phillips L.L.P.451
  Florida Street, 8th FloorPost
  Office Box 2471Baton
  Rouge, LA 70801/70821Attn:   John
  Ashley Moore(b)
  
  To Rob:
  
  Robert W. Hepler4548
  Ortega Island DriveJacksonville,
  FL 32210  5


or to such subsequent
address(es) as the respective parties may hereafter by written notice
designate.  14.Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
an original, but which together constitute one and the same instrument.  WHEREFORE,the parties acknowledge that each has read and understood the terms of
this Agreement and has freely and voluntarily entered into this Agreement.  H&E
  EQUIPMENT SERVICES L.L.C.By:
  /s/ John M. EngquistJohn M. Engquist, President andChief Executive OfficerDate: 3/5/04/s/
  Robert W. HeplerROBERT W.
  HEPLERDate: 3/02/04  6