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                                                                   EXHIBIT 10.74



                                                April 17, 2002


Mr. Mark S. Berg
3739 Tangley
Houston, TX  77005

Dear Mark:

This letter summarizes Hanover Compressor Company's offer of employment to you
to serve as the Company's Senior Vice President, General Counsel and Corporate
Secretary based in Hanover's corporate office in Houston, Texas. In this role,
you will report jointly to the Company's chief executive officer and board of
directors. I am confident that your inclusion in Hanover's senior executive
management team will prove to be mutually rewarding and offer you the career
opportunity that you seek.

In this position you will be a critical member of Hanover's executive management
group, participating in creating and implementing the overall direction of the
Company, its corporate strategy, business development initiatives and
transactional tactics. Additionally, as Senior Vice President, General Counsel
and Corporate Secretary you will be solely responsible for managing the
Company's litigation and regulatory matters. You will also be directly
responsible for all of the Company's legal matters and related administrative
management and compliance-related activities, including all aspects of the legal
maintenance of the Company and its subsidiaries, including corporate minutes,
qualifications and representations. This position will also vest you with direct
responsibility for all domestic and international contract negotiation,
management and administration, including the implementation of all management
processes that create standards for the approval, supervision and administration
of all contracts related to Hanover's operations, leasing, financing, purchasing
and other activities.

As Senior Vice President, General Counsel and Corporate Secretary you will work
closely with the Company's chief executive and chief financial officers to
coordinate all activities of the Company's board of directors and to oversee and
manage all aspects of Hanover's merger, acquisition, divestitures and other
major initiatives. Additionally, you will be responsible for managing Hanover's
shareholder services and proxy solicitation activities and will be jointly
responsible, with the Company's chief financial officer, for all SEC and New
York Stock Exchange filings and compliance including coordinating all
communications with representatives of the regulatory bodies when required and
drafting and filing all forms 10-K, 10-Q, 8-K and related reports and regulatory
activities.

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Mr. Mark S. Berg
April 17, 2002
Page 2

This position will also entail your joint management of the Company's
transactional activities and other activities essential to the Company's capital
formation and business development. Finally, as a critical member of the
Company's senior executive management team you will be involved with and
responsible for developing, implementing and managing the plans, policies and
procedures integral to the administrative activities of the Company and will
work closely with other Hanover senior managers to accomplish the risk
management, administrative and operating objectives of the Company.

As Hanover's Senior Vice President, General Counsel and Corporate Secretary,
your compensation and other terms and conditions of employment will be set by
the Company's board of directors. Initial terms and conditions for this position
are as follows:

Base Salary:        $300,000.00 per year ($11,538.47 per pay period for 26 pay
                    periods per year).

Profit Sharing
Opportunity:        25 - 100% of annual base salary to be paid annually based
                    upon personal performance determined by the Company's board
                    of directors compared with agreed upon personal performance
                    objectives and subjective measures as well as Company
                    performance. Target annual profit sharing payout shall be
                    50% of annual base salary (provided such agreed upon
                    performance objectives are met); and (as specified above)
                    you will have the opportunity for a bonus of up to 100% of
                    base for superior performance. Notwithstanding the
                    provisions described above, your minimum profit sharing
                    payment for performance during 2002 will be $150,000.
                    Thereafter, the minimum annual profit sharing payment to
                    which you shall be entitled, if any, shall be set each year
                    in advance by the compensation committee of the Company's
                    board of directors.

Stock Option
Program:            Upon your employment start date, the Company will grant to
                    you non-qualified stock options to purchase 100,000 shares
                    of Company common stock at a price per share equal to the
                    NYSE closing market price that day. As of your start date,
                    you and the Company will enter into the attached Stock
                    Option Agreement to evidence such option grant. In addition,
                    provided that you remain continually employed by the Company
                    in a role substantially similar to that described herein,
                    you will be given the

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Mr. Mark S. Berg
April 17, 2002
Page 3

                    full opportunity to participate in the stock, compensation,
                    incentive, retirement and other plans and benefits offered
                    to the most senior officers of the Company; provided,
                    however, that you will not be eligible to participate in any
                    stock option grants made within 6 months of your start date
                    unless other senior executives of the Company who were hired
                    in 2002 also participate. As we have discussed, the
                    Compensation Committee of the Company's Board of Directors
                    intends to evaluate Hanover's management compensation plans
                    generally and you will be a meaningful participant in those
                    discussions as well as in the programs that are implemented
                    as a result thereof.

Severance
Agreement:          The Company will make a severance payment to you in a lump
                    sum, as soon as practicable following your termination,
                    equal to one and one-half times your annualized salary and
                    Bonus Compensation in the event that you involuntarily
                    terminate your employment with the Company within the first
                    twelve months following a "Change of Control" of the
                    Company. Additionally, the Company will make a severance
                    payment to you in a lump sum, as soon as practicable
                    following your termination, equal to one times your
                    annualized salary and Bonus Compensation in the event that
                    you involuntarily terminate your employment with the Company
                    in the absence of a Change of Control. In either of these
                    two events, the Company shall provide you (at its sole cost)
                    your current health benefits for a period of eighteen months
                    following your termination date, with such continuation of
                    benefits being concurrent with and not in addition to any
                    continuation coverage required by law. In calculating
                    severance, "Bonus Compensation" will equal the average bonus
                    paid to you for the two annual periods occurring immediately
                    prior to your termination of employment (or prior to the
                    Change in Control, if applicable). If two periods have not
                    transpired, the Bonus Compensation will equal the bonus paid
                    to you for 2002 and if the 2002 bonus has not been paid,
                    Bonus Compensation will be $300,000.

                    Please note, however, that the Company will not be obligated
                    to make any severance payment to you in the event that you
                    voluntarily terminate your employment with the Company
                    without "Good Reason" or involuntarily terminate your
                    employment with the Company due to your death, disability,
                    or are terminated for "Cause". Additionally, in the event
                    that the Company subsequently implements employment
                    contracts or benefits for its

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                    executive managers that contain Change of Control-related
                    protections more favorable to managers than that described
                    above, you will be offered similar protections.

                    These commitments regarding your severance are in
                    consideration for your agreement that, during the term of
                    your employment and for a period one year after you
                    terminate your employment with the Company, for whatever
                    reason, you will not provide services as an employee,
                    consultant, advisor, partner or member of any entity whose
                    primary business is directly competitive with that of the
                    Company's or any subsidiary of the Company (a "Competitor")
                    with regard to the natural gas compression services business
                    ("Competitive Services"); provided, however, that this
                    covenant will not (i) restrict you from providing services
                    to any Competitor if such services are provided to a line of
                    business of the Competitor that is not related to the
                    natural gas compression services businesses or (ii) not
                    prohibit you from entering into the private practice of law
                    or providing legal services to a Competitor so long as in
                    connection with the provision of such services you do not
                    disclose or otherwise use any confidential or proprietary
                    information of the Company. This agreement on your part will
                    apply regardless of whether your employment terminates under
                    circumstances, which entitle you to receive the severance
                    payments described above. The Company will have all rights
                    and remedies available to it at law and in equity to assure
                    your compliance with this covenant and to remedy any breach
                    thereof, including, without limitation, the right to enforce
                    this covenant by injunctive relief. In the event that you
                    breach the foregoing covenant regarding non-competition, the
                    Company shall no longer be obligated to provide you
                    continued health benefits under this Agreement. This
                    non-competition covenant will control over any other
                    non-competition agreements in the Company's plans and
                    policies, including the Stock Option Agreement executed by
                    you.

                    For purposes of this letter, voluntary termination of
                    employment for "Good Reason" shall be defined as any
                    situation in which your termination of employment with the
                    Company (i) promptly follows a material reduction of your
                    duties and responsibilities or a permanent change in your
                    duties and responsibilities which are materially
                    inconsistent with the type of duties and responsibilities
                    then in effect, (ii) promptly follows a reduction in your
                    annual base salary (without regard to bonus compensation, if
                    any) or a reduction in your annual bonus opportunity as set
                    forth in this letter (it is acknowledged that a reduction in
                    the actual amount of your bonus from year to year as a
                    result of performance will not be considered a reduction in
                    bonus opportunity), (iii) promptly


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                    follows a material reduction in your employee benefits
                    (without regard to bonus compensation, if any) if such
                    reduction results in you receiving benefits which are, in
                    the aggregate, materially less than the benefits received by
                    other comparable employees of the Company generally, (iv)
                    promptly follows a material failure by the Company to comply
                    with the terms of this letter or to pay any compensation
                    when due, but only after you provide notice to the Company
                    of such failure and the Company has reasonable opportunity
                    to cure, (v) promptly follows a relocation of your principal
                    work location outside the Houston, Texas metropolitan area,
                    or (vi) the Board otherwise determines that a voluntary
                    termination by you is for "Good Reason" under the
                    circumstances then prevailing.

Vacation:           Up to four weeks per year.

Auto Allowance:     Either $500 per month or company furnished vehicle, at your
                    election.

Professional
Expense
Reimbursement:      During the term of your employment with the Company, Hanover
                    shall reimburse you for all professional association dues
                    and continuing education-related expenses, subject to an
                    annual cap of $5,000.

Legal Expense
Reimbursement:      The Company understands that you may engage legal counsel to
                    review this letter and related agreements. The Company
                    agrees to reimburse you for up to $5,000 of such legal fees
                    and expenses.

Start Date          Your employment with the Company will start on May 6, 2002,
                    or such earlier date as may be mutually agreed upon.


Additionally, as a full time employee, you will also be eligible to participate
in the various benefit programs offered by the Company. Other than in the case
of the Company's 401(k) plan described below, you will participate in these
programs starting the first day of the month of your employment start date.
Pursuant to Company and ERISA guidelines, your eligibility for participating in
the Company's 401(k) plan will occur on the 1st of the month following six
months of service with the Company; provided, however, you may immediately roll
any of your existing 401(k) plan accounts into the Company's plan in compliance
with the terms of the Company's plans and policies.

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Any public announcements regarding your employment or position with the Company
will be subject to the approval of the Company and you, which approval will not
be unreasonably withheld or delayed.

Mark, this offer expires on Friday April 19, 2002, is contingent upon providing
Hanover with the required documentation to complete the INS I-9 Form and the
successful completion of a drug screen prior to your start date. These
activities, along with a full discussion of benefits and the related forms, can
be accomplished by calling me or Errol Robinson, Director of Human Resources in
the Hanover's corporate office at 281/447-8787.

Your acceptance of this offer can be confirmed by signing the acceptance below
and returning a copy to my attention.

Again, we are extremely confident that your inclusion in Hanover's senior
executive management group represents a very significant addition to the Company
and an excellent opportunity for both you and the Company. We are very pleased
to extend this offer to you and would be honored to have you as a key player on
our senior management team. We look forward to welcoming you.

Sincerely,



Michael J. McGhan

cc: William S. Goldberg

Accepted:    /s/  Mark S. Berg                     Date:  April 17, 2002
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                  Mark S. Berg