Exhibit 10.34  CONSULTING AND NONCOMPETITION
AGREEMENT  THIS CONSULTING AND NONCOMPETITION AGREEMENT(Agreement) effective as of the 31stof July, 2004, between H&E EQUIPMENT
SERVICES L.L.C. (H&E), whose principal mailing address is 11100
Mead Road, 2nd floor, Baton Rouge, Louisiana 70816, and GARY W.
BAGLEY (Consultant), whose mailing address is 9 Altawood Drive, Salt
Lake City, Utah 84092. RECITALS:  WHEREAS,H&E is the successor by statutory merger of Head & Engquist
Equipment, L.L.C., and ICM Equipment Company L.L.C. (ICM), effective
June 17, 2002;  WHEREAS,H&E is engaged in the business of selling, renting, and servicing
manufacturing, industrial, construction, and mining equipment, and the
provision of related services;  WHEREAS,H&E has heretofore employed Consultant as an officer and its
Chairman pursuant to an Employment Agreement, initially dated February 4, 1998,
and amended subsequently with the third and final amendment dated as of June
14, 2002 (Employment Agreement); and  WHEREAS,H&E and Consultant now desire to terminate the Employment Agreement
and to have Consultant provide his services pursuant to the terms of this
Agreement.  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.Term and Duties.  H&E
hereby appoints and engages Consultant, for a period of five (5) years (the Consulting
Period) commencing on the date hereof, as a consultant to H&E and its
affiliates and subsidiaries, of all matters directly or indirectly related to
H&Es business. The Consultant shall be available to furnish at the
reasonable request of the Board of Directors, the CEO and/or the CFO of H&E
such consulting services hereunder as may reasonably be requested by H&E;
provided, however, that Consultant shall not be obligated to furnish more than
sixteen (16) hours of consulting services hereunder during any business week
averaged over the course of the preceding year during the Consulting Period.  2.Continuation of Term.  At
the end of the Consulting Period, this Agreement thereafter may be renewed on a
year to year basis, subject to the mutual agreement of the parties.  3.Effect on Employment Agreement.  The
Employment Agreement is terminated effective the date of this Agreement. Notwithstanding
that termination, the provisions in the Employment Agreement for the payment of
Deferred Compensation as defined in the Employment Agreement and as
subsequently defined in the Deferred Compensation Agreement, the Security
Holders Agreement, and the Registration Rights Agreement, all executed by


Consultant as of June 17, 2002, and any and
all other rights vested in Consultant prior to the date of this Agreement
remain in full force and effect.  4.Nondisclosure.  Consultant
agrees to continue to be bound by the nondisclosure requirements of Article V
of the Employment Agreement. However the noncompetition and nonsolicitation
provisions of Article VI of the Employment Agreement are replaced by the Restrictive
Covenants as defined and set forth in Paragraph 7 of this Agreement.  5.Deferred Wages.  It is
agreed that the termination of the Employment Agreement is on a no cause basis
and due to a voluntary retirement from H&E by Consultant as an officer and
employee. As a consequence, past wages owed to Consultant which have been
retained by H&E on a deferred basis, amounting to the sum of $ 1,414,256.61
as of July 31st 2004,
are due to Consultant immediately upon the execution of this Agreement.  6.Compensation, Etc.  (a)As full and complete compensation for any and all services which the Consultant
may render hereunder, H&E shall pay Consultant the sum of $150,000.00 per
annum. Consultant shall be responsible for all federal and state taxes and other
payments as required by applicable law. The fee shall be paid in equal portions
to Consultant bi-weekly.  (b)H&E will reimburse Consultant for all reasonable and actual
out-of-pocket expenses incurred by him in the performance of his duties
hereunder upon presentation of appropriate documentation.  (c)Consultant will be provided an office, appropriate office supplies and equipment,
and such support and secretarial staff as is reasonably needed by Consultant to
meet his obligations under this Agreement. The expenses of the office and staff
will be paid by H&E.  (d)In keeping with past treatment of retiring senior executive officers of
H&E, and subject to Subparagraph (e) below, H&E will, during the Consulting
Period and any continuation of the term hereunder, continue to provide the
Consultant and his spouse with the hospitalization and medical insurance group
plan coverages that were available to him pursuant to the Employment Agreement
immediately prior to the effectiveness of this Agreement or otherwise provide
hospitalization and medical insurance group plan coverages that are
substantially similar thereto in all material respects.  (e)As an additional consideration for obligations assumed hereunder by Consultant,
and the services Consultant hereby agrees to furnish to H&E, H&E agrees
to reimburse Consultant for any and all medical expenses incurred by Consultant
and his spouse to the extent, but only to the extent, that such medical
expenses are allowable as medical expenses under Section 125 of the Internal
Revenue Code (the Code), and such medical expenses are not otherwise
paid or payable by H&E or by any group or  2


individual
health or insurance policy or plan for the benefit of Consultant and his spouse
or by any governmental program, including Medicare and Medicaid, of which
Consultant and his spouse is a beneficiary. Consultant agrees, as an express
condition of entitlement to the reimbursement provided for in this Paragraph,
that Consultant and his spouse shall promptly apply for enrollment in any
private or public program or health or insurance plan for which Consultant and
his spouse may be eligible, and shall continuously maintain eligibility for and
participation in such programs, policies or plans. Consultant agrees, as an
express condition of entitlement to the reimbursement provided for in this
Paragraph, that Consultant shall execute such authorizations, consents or other
documents as may be necessary to permit H&E to make a determination whether
any claims for reimbursement under this Paragraph have been paid or are payable
under any private or public program or health insurance policy or plan.
Regardless of eligibility for payment under the terms of this Paragraph,
H&E shall have no liability for, and shall not be required to reimburse
Consultant for, any claims submitted more than six (6) months after the date of
the furnishing of any services or the purchase of any goods or supplies.
Nothing in this Paragraph is intended to confer upon or create any rights,
remedies, obligations, or liabilities whatsoever in any person other than
H&E. Nothing herein shall be deemed to be the establishment of a qualified
plan under Section 125 of the Code, nor the establishment of an employee welfare
benefit plan under the Employee Retirement Income Security Act of 1974.  7.Restrictive Covenants. For purposes of this Agreement, Restrictive
Covenants mean the provisions of this Paragraph 7. 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, construction, and
mining industries, and (ii) the provision 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 Consultants employment by
H&E and continuing during the Consultancy Period, Consultant 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 Consultant of Confidential Information would seriously damage
H&E in its business.  In
consideration of the payments and benefits referred to in Paragraphs 1 through
6 of this Agreement, which Consultant acknowledges are legally sufficient to
support enforceability by H&E of the Restrictive Covenants, Consultant
agrees as follows:  3


7.1During the Consulting Period and thereafter,
Consultant 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 Consultants duties hereunder).  7.2During the Consultancy Period, and for the
period in which H&E continues to provide Consultant with benefits under
this Agreement (also referred to as the Restrictive Period),
Consultant shall not directly or indirectly:  (i)employ, or solicit the employment of, any
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; provided, however, the
restrictions of this subsection (ii) shall be limited in scope to the Territory
(as defined below);  (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 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 entering, either directly or indirectly, in 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 Consultant 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 substantially similar to or competitive with the Business of
H&E, or 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.  As
used herein, the term Territory means: The geographical area within a
fifty (50) mile radius of any of H&Es branches, including but not limited
to, branches of H&Es affiliates and subsidiaries (the Designated
Branches).  4


7.3In the event of a breach, or a threatened
breach, by Consultant of any of the Restrictive Covenants contained in this
Paragraph 7, 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:  7.3.1.It is stipulated that a breach by Consultant
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 Consultant 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;  7.3.2.Consultant agrees that upon breach of any of
the Restrictive Covenants, H&E shall be entitled to rescind any remaining
payments referred to in Paragraphs 1 through 6 hereof, and to repayment of all
profits, royalties, compensation, and/or other benefits back which Consultant
directly or indirectly has realized or may realize as a result of, or in
connection with, any such breach.  7.3.3.Consultant agrees that the Restrictive Period
shall not include any period of time in which he is in violation of the
Restrictive Covenants.  8.Status.  Notwithstanding anything
herein to the contrary, the Consultant shall be an independent contractor and
shall not be considered an employee of H&E.  9.Entire Agreement.  This Agreement is the entire
agreement between the parties hereto with respect to 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 the Company and Consultant with respect to the
matter hereof and all prior agreements shall be void and of no further force or
effect as of the date hereof.  10.Governing Law.  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 Utah
applicable to agreements made and to be performed wholly in the State of Utah,
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.
CONSULTANT 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.  11.Binding Effect.  This
Agreement shall be binding upon the heirs, assigns, and successors of the
parties hereto, including any successor to H&E by way of reorganization or restructuring,
sale or merger.  5


12.Attorney
Fees.  In the event of a breach of
this Agreement the prevailing party shall be entitled to its cost of court and
reasonable attorneys fees.  13.Notices.  All notices, requests, or
other communications hereunder shall be in writing and shall be deemed to have
been duly given if delivered or mailed first class, certified mail, postage
prepaid, addressed as set forth:  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 MooreTo Consultant:
  Gary W. Bagley9 Altawood DriveSalt Lake City, UT 84092  or to such other address as
may have been furnished in writing to the party giving the notice by the party
to whom the notice is to be given.  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.  IN WITNESSWHEREOF,the
parties have duly executed this Consulting and Noncompetition Agreement on 31day of July, 2004.  H&E
  EQUIPMENT SERVICES L.L.C.By:
  /s/
  John M. EngquistJohn
  M. Engquist, its President andChief
  Executive OfficerCONSULTANT:/s/ Gary W. BagleyGary W. Bagley  6