<PAGE>

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                       ASSET PURCHASE AND SALE AGREEMENT
                                        

                                  BY AND AMONG


                        OUACHITA ENERGY PARTNERS, LTD.,
                           A LOUISIANA CORPORATION AND
                        OUACHITA COMPRESSION GROUP, LLC.,
                     A LOUISIANA LIMITED LIABILITY COMPANY
                                  ("SELLERS")

                                      AND

                      DENNIS W. ESTIS (THE "SHAREHOLDER")
                                        
                                      AND
                                        
                          OEC ACQUISITION CORPORATION
                             A DELAWARE CORPORATION
                               (THE "PURCHASER")
                                        
                                      AND
                                        
                    EQUITY COMPRESSION SERVICES CORPORATION
                            AN OKLAHOMA CORPORATION
                                (THE "PARENT").
                                        
                                        
                                        
                                        
                                        
                  CONCERNING THE PURCHASE AND SALE OF CERTAIN
                    ASSETS AND THE ASSUMPTION AND ASSIGNMENT
                   OF CERTAIN LIABILITIES OF THE SELLERS AND 
                       THE PURCHASE OF CERTAIN ASSETS OF 
                               THE SHAREHOLDER. 
                                                                            
                                  MAY 15, 1997



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<PAGE>
                                  TABLE OF CONTENTS
<TABLE>
<S>                                                                              <C>
                                                                                 Page
                                                                                 ----
ARTICLE I. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
    Transfer of Property; Limited Assumption of Liabilities. . . . . . . . . . . .  2
         1.01 Transfer of Property . . . . . . . . . . . . . . . . . . . . . . . .  2
         1.02 Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
              (A)  Base Purchase Price . . . . . . . . . . . . . . . . . . . . . .  5
              (B)  Allocation of Purchase Price. . . . . . . . . . . . . . . . . .  6
         1.03 Limited Assumption of Liabilities. . . . . . . . . . . . . . . . . .  6
         1.04 Due Diligence Period . . . . . . . . . . . . . . . . . . . . . . . .  7

ARTICLE II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
         2.01 Closing Date and Effective Time. . . . . . . . . . . . . . . . . . .  8
         2.02 Closing Transactions . . . . . . . . . . . . . . . . . . . . . . . .  8
         2.03 Post Closing Transactions. . . . . . . . . . . . . . . . . . . . . .  8
              (A)  Post-Closing Adjustment In Purchase Price . . . . . . . . . . .  8

ARTICLE III. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
    Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . 10
         3.01 Representations and Warranties by the Sellers and the Shareholder. . 10
              (A)  Organization and Good Standing. . . . . . . . . . . . . . . . . 10
              (B)  Corporate Authority; Authorization of Agreement . . . . . . . . 10
              (C)  No Violation. . . . . . . . . . . . . . . . . . . . . . . . . . 11
              (D)  No Default; Compliance with Laws and Regulations. . . . . . . . 11
              (E)  Financial Statements. . . . . . . . . . . . . . . . . . . . . . 12
              (F)  Absence of Certain Changes. . . . . . . . . . . . . . . . . . . 13
              (G)  Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
              (H)  Contracts, Agreements, Plans and Commitments. . . . . . . . . . 15
              (I)  Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . . 16
              (J)  Title to Property; Absence of Liens and Encumbrances. . . . . . 17
              (K)  Employee Benefit Matters. . . . . . . . . . . . . . . . . . . . 18
              (L)  Leases. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
              (M)  Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
              (N)  Patents, Trademarks and Copyrights. . . . . . . . . . . . . . . 20
              (O)  Permits . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
              (P)  Personnel Data; Labor Relations . . . . . . . . . . . . . . . . 21
              (Q)  Compliance with Laws. . . . . . . . . . . . . . . . . . . . . . 22
              (R)  Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
              (S)  Transactions with Related Parties . . . . . . . . . . . . . . . 22
              (T)  Environmental Compliance. . . . . . . . . . . . . . . . . . . . 23
              (U)  Accounts Receivable . . . . . . . . . . . . . . . . . . . . . . 24
              (V)  Customers and Suppliers . . . . . . . . . . . . . . . . . . . . 25
              (W)  Improper Payments . . . . . . . . . . . . . . . . . . . . . . . 25

                                        -i-
<PAGE>
              (X)  No Broker . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
              (Y)  Warranty Claims . . . . . . . . . . . . . . . . . . . . . . . . 26
              (Z)  Solvency. . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
              (AA) List of Bank Accounts . . . . . . . . . . . . . . . . . . . . . 27
              (AB) Completeness of Schedules and Exhibits; Full Disclosure . . . . 27
         3.02 Representations and Warranties by Purchaser and the Parent . . . . . 27
              (A)  Organization and Existence. . . . . . . . . . . . . . . . . . . 27
              (B)  Authority and Approval. . . . . . . . . . . . . . . . . . . . . 28
              (C)  SEC Reports . . . . . . . . . . . . . . . . . . . . . . . . . . 28
              (D)  Absence of Certain Changes. . . . . . . . . . . . . . . . . . . 29
              (E)  Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . . 31
              (F)  Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
              (G)  Compliance with Laws. . . . . . . . . . . . . . . . . . . . . . 31
              (H)  Contracts, Agreements, Plans and Commitments. . . . . . . . . . 31
              (I)  Employee Benefit Matters. . . . . . . . . . . . . . . . . . . . 32
              (J)  Environmental Compliance. . . . . . . . . . . . . . . . . . . . 33
              (K)  Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
              (L)  Patents, Trademarks and Copyrights. . . . . . . . . . . . . . . 34
              (M)  Permits . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
              (N)  Personnel Data; Labor Relations . . . . . . . . . . . . . . . . 35
              (O)  Brokers . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
              (P)  No Violation. . . . . . . . . . . . . . . . . . . . . . . . . . 36
              (Q)  Improper Payments . . . . . . . . . . . . . . . . . . . . . . . 37
              (R)  Completeness of Schedules and Exhibits; Full Disclosure . . . . 37

ARTICLE IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
    Additional Agreements and Covenants. . . . . . . . . . . . . . . . . . . . . . 37
         4.01 Covenants of the Sellers . . . . . . . . . . . . . . . . . . . . . . 37
              (A)  Certain Changes . . . . . . . . . . . . . . . . . . . . . . . . 37
              (B)  Operation of Business . . . . . . . . . . . . . . . . . . . . . 39
              (C)  Access. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
              (D)  Reasonable Commercial Efforts . . . . . . . . . . . . . . . . . 39
              (E)  Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . 40
              (F)  Public Announcements. . . . . . . . . . . . . . . . . . . . . . 40
              (G)  Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
              (H)  Non-Competition . . . . . . . . . . . . . . . . . . . . . . . . 40
              (I)  Non-Solicitation and Non-Hiring . . . . . . . . . . . . . . . . 41
              (J)  Reasonableness of Restrictions. . . . . . . . . . . . . . . . . 41
              (K)  Enforcement . . . . . . . . . . . . . . . . . . . . . . . . . . 41
              (L)  Exclusivity . . . . . . . . . . . . . . . . . . . . . . . . . . 42
              (M)  Name Change . . . . . . . . . . . . . . . . . . . . . . . . . . 42
         4.02 Covenants of the Purchaser . . . . . . . . . . . . . . . . . . . . . 42
              (A)  Certain Changes . . . . . . . . . . . . . . . . . . . . . . . . 42
              (B)  Operation of Business . . . . . . . . . . . . . . . . . . . . . 43
              (C)  Access. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
              (D)  Reasonable Commercial Efforts . . . . . . . . . . . . . . . . . 44
              (E)  Preservation of Books and Records . . . . . . . . . . . . . . . 44
              (F)  Public Announcements. . . . . . . . . . . . . . . . . . . . . . 44

                                       -ii-
<PAGE>
              (G)  Confidential Information. . . . . . . . . . . . . . . . . . . . 44
              (H)  Conduct of Business . . . . . . . . . . . . . . . . . . . . . . 45
              (I)  Guarantee of Compressor Leases. . . . . . . . . . . . . . . . . 45

ARTICLE V. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
    Conditions to Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
         5.01 Conditions to the Obligations of the Purchaser and the Parent. . . . 45
              (A)  Compliance. . . . . . . . . . . . . . . . . . . . . . . . . . . 45
              (B)  Officers' Certificate . . . . . . . . . . . . . . . . . . . . . 46
              (C)  Legal Opinion . . . . . . . . . . . . . . . . . . . . . . . . . 46
              (D)  No Orders . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
              (E)  Secretary's Closing Certificate . . . . . . . . . . . . . . . . 46
              (F)  Absence of Litigation . . . . . . . . . . . . . . . . . . . . . 46
              (G)  Third Party Consents. . . . . . . . . . . . . . . . . . . . . . 46
              (H)  Legislation . . . . . . . . . . . . . . . . . . . . . . . . . . 47
              (I)  Termination of Existing Lease . . . . . . . . . . . . . . . . . 47
              (J)  Employment Contract . . . . . . . . . . . . . . . . . . . . . . 47
              (K)  Other Employment Agreement. . . . . . . . . . . . . . . . . . . 47
              (L)  Material Adverse Change . . . . . . . . . . . . . . . . . . . . 47
              (M)  Bank Accounts . . . . . . . . . . . . . . . . . . . . . . . . . 47
              (N)  Title Insurance, Zoning and Utilities . . . . . . . . . . . . . 47
              (P)  Environmental Review Report . . . . . . . . . . . . . . . . . . 48
              (Q)  Financing . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
              (R)  Registration Rights Agreement . . . . . . . . . . . . . . . . . 48
              (S)  Merger. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
              (T)  Indemnification Agreement . . . . . . . . . . . . . . . . . . . 48
              (U)  Payoff Letters. . . . . . . . . . . . . . . . . . . . . . . . . 48
         5.02 Conditions to the Obligations of the Sellers  and the Shareholder. . 48
              (A)  Compliance. . . . . . . . . . . . . . . . . . . . . . . . . . . 48
              (B)  Officers' Certificate . . . . . . . . . . . . . . . . . . . . . 49
              (C)  Legal Opinion . . . . . . . . . . . . . . . . . . . . . . . . . 49
              (D)  No Orders . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
              (E)  Actions and Procedures. . . . . . . . . . . . . . . . . . . . . 49
              (F)  The Shareholder Employment Agreement and the Other Employment
                   Agreements. . . . . . . . . . . . . . . . . . . . . . . . . . . 49
              (G)  Board Seats . . . . . . . . . . . . . . . . . . . . . . . . . . 49
              (H)  Registration Rights Agreement . . . . . . . . . . . . . . . . . 49
              (I)  Merger. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
              (J)  Indemnification Agreement . . . . . . . . . . . . . . . . . . . 49
              (K)  Absence of Litigation . . . . . . . . . . . . . . . . . . . . . 49
              (L)  Third Party Consents. . . . . . . . . . . . . . . . . . . . . . 49

ARTICLE VI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
    Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
         6.01 Grounds for Termination. . . . . . . . . . . . . . . . . . . . . . . 50
         6.02 Effect of Termination. . . . . . . . . . . . . . . . . . . . . . . . 50

ARTICLE VII. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
    Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
         7.01 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

                                        -iii-
<PAGE>

         7.02 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
         7.03 Exclusive Agreement. . . . . . . . . . . . . . . . . . . . . . . . . 52
         7.04 Choice of Law; Amendments; Headings. . . . . . . . . . . . . . . . . 53
         7.05 Assignments and Third Parties. . . . . . . . . . . . . . . . . . . . 53
         7.06 Subsequent Filings . . . . . . . . . . . . . . . . . . . . . . . . . 53
         7.07 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
         7.08 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
         7.09 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . 53
         7.10 Expenses of Litigation . . . . . . . . . . . . . . . . . . . . . . . 54
         7.11 General Interpretative Principles. . . . . . . . . . . . . . . . . . 54
         7.12 Reproduction of Documents. . . . . . . . . . . . . . . . . . . . . . 54
         7.13 Schedules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
         7.14 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
</TABLE>

                                        -iv-
<PAGE>
                          ASSET PURCHASE AND SALE AGREEMENT
                                           
    This ASSET PURCHASE AND SALE AGREEMENT (the "Agreement"), dated as of 
this 15th day of May, 1997, is by and among OUACHITA ENERGY PARTNERS, LTD., a 
Louisiana corporation ("Seller #1"), OUACHITA COMPRESSION GROUP, L.L.C., a 
Louisiana limited liability company ("Seller #2") (Seller #1 and Seller #2 
are collectively referred to herein as the "Sellers"), DENNIS W. ESTIS (the 
"Shareholder"), [OEC ACQUISITION CORPORATION], a Delaware corporation (the 
"Purchaser"), and EQUITY COMPRESSION SERVICES CORPORATION, an Oklahoma 
corporation (the "Parent").  Seller #1, Seller #2, the Shareholder, the 
Purchaser and the Parent may be referred to herein individually as a "Party" 
and collectively as the "Parties."

                                 W I T N E S S E T H:
                                           
    WHEREAS, the Parent, the Purchaser, Ouachita Energy Corporation, a 
Louisiana corporation ("OEC"), and the Shareholder are parties to a Agreement 
and Plan of Merger dated as of May 15, 1997 (the "Merger Agreement") under 
which OEC and the Purchaser will be merged together (the "Merger") with the 
Purchaser being the surviving corporation of the Merger and under which the 
Purchaser will succeed to all of the property and assets of OEC; and

    WHEREAS, the Sellers together with OEC (collectively referred to herein 
as the "Companies") are engaged in the business of rendering natural gas 
compression services (the "Business"); and

    WHEREAS, the Sellers desire to sell and the Purchaser desires to purchase 
the Business of the Sellers and all the assets used in connection with the 
Business as a going concern, including all goodwill of the Sellers and the 
Business; and 

    WHEREAS, the Shareholder is the principal shareholder or owner of each of 
the Companies; and

    WHEREAS, the Shareholder owns the Real Property described herein and is 
leasing such Real Property to OEC; and

    WHEREAS, the Parent is the sole stockholder of the Purchaser;

    NOW, THEREFORE, in consideration of the premises and of the respective 
representations, warranties, covenants, agreements and  conditions contained 
herein, and after good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the Parties, intending to be 
legally bound, hereby contract and agree as follows:

                                        -1-
<PAGE>

                                      ARTICLE I

               TRANSFER OF PROPERTY; LIMITED ASSUMPTION OF LIABILITIES

    1.01 TRANSFER OF PROPERTY.  On the terms and subject to the conditions 
set forth herein, on the Closing Date (as hereinafter defined), the Sellers 
and the Shareholder (to the extent that the Shareholder owns any of such 
property or assets) shall sell, assign, convey, deliver and transfer to the 
Purchaser and the Purchaser shall purchase from the Sellers and/or the 
Shareholder, free and clear of all liens, security interests, encumbrances, 
claims, charges or other liabilities, except for the Assumed Liabilities (as 
hereinafter defined) specifically assumed pursuant to this Agreement, all the 
tangible and intangible property and assets, agreements, contracts, contract 
rights, leases, licenses, business, permits, franchises, goodwill and 
property (real, personal and mixed), in which the Sellers or the Shareholder 
have any right, title or interest save and except the Excluded Assets (as 
hereinafter defined) (the "Property"), including but not limited to the 
following:
    
         (A)  All personal property, furniture and equipment including 
    without limitation, all of the property and equipment listed or 
    described in Schedule 1.01(A) attached hereto, and all additions and 
    replacements thereto as are made in the ordinary course of business or 
    are required by the provisions of this Agreement;

         (B)  All their interest in leased or rented property, real or 
    personal, including but not limited to the leased property described or 
    listed in Schedule 1.01(B) ("Leased Property");
    
         (C)  All leases or rental agreements or arrangements, including, 
    without limitation, any leases for compressor equipment;
    
         (D)  All inventories including, without limitation, all compression 
    equipment and spare parts regardless of where located ("Inventory");
    
         (E)  All of each of the Seller's right, title and interest in, to 
    and under the contracts listed or described in Schedule 1.01(E) attached 
    hereto (the "Scheduled Contracts") including all rights (including 
    rights of refund and offset), privileges, deposits, claims, causes of 
    actions or options pertaining to any of the Scheduled Contracts;
    
         (F)  All of each of Seller's right, title and interest in, to and 
    under copyrights, patents, trademarks, trade names (including, without 
    limitation, the right to use the names 

                                      -2-
<PAGE>

    Ouachita, Ouachita Energy Partners, Ltd. and Ouachita Compressor Group, 
    LLC.), licenses, covenants not to compete, processes, trade secrets, 
    technical know how, drawings, blue prints, specifications or plans and 
    other similar property rights and interests, and any rights to acquire 
    any of the aforementioned items, including but not limited to those 
    listed and described in Schedule 1.01(F) attached hereto used in or 
    associated with the Business, as well as the goodwill of the Business 
    (the "Intellectual Property"); 
    
         (G)  All cash, accounts, prepaid accounts, bank accounts, security 
    deposits, contract rights, instruments, documents and chattel paper 
    arising out of the sale of goods or the rendition of services by the 
    Sellers ("Cash and Contract Rights");
    
         (H)  The real property, including improvements thereon, described 
    on Schedule 1.01(H) attached hereto (the "Real Property") together with 
    all estates, rights, titles and interests in and to all tenements, 
    hereditaments, easements, rights-of-way, rights, licenses, patents, 
    rights of ingress and egress, reversionary interests, privileges and 
    appurtenances belonging, pertaining or relating to the Real Property, 
    including, without limitation, the easements, rights-of-way and other 
    interests described in Schedule 1.01(H) attached hereto, any and all 
    rights to the present or future use of wastewater, wastewater capacity, 
    drainage, water or other utility facilities relating to the Real 
    Property, including, without limitation, all reservations of or 
    commitments or letters covering any such use in the future, whether now 
    owned or hereafter acquired, and the entire right, title and interest of 
    the Shareholder, if any, in, to and under all streets, ways, alleys, 
    passages, strips, gores, pipes, pipelines, sewers, sewer rights, 
    ditches, waters, water courses, water rights and powers, air rights, 
    railroad sidings, minerals, mineral rights and mineral interests 
    adjoining, upon, above, in, under or pertaining to the Real Property, 
    all options and rights, if any, to purchase or otherwise acquire real 
    property that is adjacent to or nearby the Real Property, and all claims 
    or demands whatsoever of the Sellers or the Shareholder, either in law 
    or in equity, with respect to the Real Property, including, without 
    limitation, any unpaid awards to be made relating thereto, including any 
    unpaid awards or damages payable by reason of damage thereto or by 
    reason of a widening of any adjoining streets or roads or a change of 
    the grade with respect to the same.
    
         (I)  All estates, rights, titles and interests in and to all 
    plants, factories, warehouses, storage facilities, laboratories, 
    buildings, works, structures, fixtures, landings, construction in 
    progress, improvements, betterments, 

                                      -3-
<PAGE>


    installations and additions constructed, erected or located on or attached 
    or affixed to the Real Property (the "Fixtures and Improvements").
    
         (J)  That certain aircraft, registration no. 831JB owned by the 
    Shareholder (the "Aircraft").
    
         (K)  All of Sellers' right, title, and interest, if any, in the 
    Sellers' unemployment insurance and workman compensation insurance 
    ratings and experience;
    
         (L)  All files, books, records, papers, instruments and logs, 
    including all of the Sellers' counterparts of all Scheduled Contracts, 
    the Sellers' counterparts or originals of the Intellectual Property, all 
    documents of title relating to the Property, blueprints, specifications, 
    plats, maps, surveys, accounting and financial records, maintenance and 
    production records, personnel and labor relations records, environmental 
    records and sales and property tax records related to the Business; 
    
         (M)  All customer and supplier lists, sales records, and working 
    files of correspondence with customers and suppliers (both actual and 
    prospective);
    
         (N)  All transferable licenses, certificates, approvals, 
    registrations, variances, exemptions, rights of way, privileges, 
    immunities, grants, permits, franchises, consents, authorizations or 
    other rights of every kind and character (a) under any (1) federal, 
    state, local or foreign statute, ordinance or regulation, (2) any order, 
    writ, injunction, decree, judgment, award or determination 
    ("collectively, an "Order") of any court or any federal, state, 
    municipal, or other governmental department, commission, board, bureau, 
    agency or instrumentality, domestic or foreign (collectively, a 
    "Governmental Body") or (3) any contract with a Governmental Body or (b) 
    granted by any Governmental Body relating to or associated with the 
    Business ("Permits");
    
         (O)  All stationery, purchase orders, forms, supplies, labels, 
    catalogs, brochures, art work, photographs, advertising material and 
    similar items related to the Business;
    
         (P)  All insurance proceeds and insurance claims of the Sellers or 
    the Shareholder relating to all or any part of the Property and, to the 
    extent transferable, the benefit of and the right to enforce the 
    covenants and warranties, if any, that the Sellers or the Shareholder 
    are entitled to enforce with respect to the Property against the 
    Sellers' or the Shareholders predecessors in title to the Property;

                                      -4-
<PAGE>

         (Q)  All right, title and interest of the Sellers in all computer 
    equipment and hardware, including, without limitation, all central 
    processing units, terminals, disk drives, tape drives, electronic memory 
    units, printers, keyboards, screens, peripherals (and other input/output 
    devices), modems and other communication controllers, and any and all 
    parts and appurtenances thereto, together with all Intellectual Property 
    used by the Sellers in the operation of such computer equipment and 
    hardware, including, without limitation, all software, all of the 
    Sellers' rights under any licenses related to the Sellers' use, at any 
    time, of such computer equipment, hardware or software, and all leases 
    pursuant to which the Sellers lease any computer equipment, hardware or 
    software; insofar and only insofar as any of the foregoing relates to 
    the Business;
    
         (R)  All right, title and interest of the Sellers or the 
    Shareholder in, to and under all rights, privileges, claims, causes of 
    action, and options relating or pertaining to the Business or the 
    Property; and
    
         (S)  All other or additional privileges, rights, interests, properties
    and assets of the Sellers or the Shareholder of every kind and description 
    and wherever located that are used or intended for use in connection with, 
    or that are necessary to the continued conduct of, the Business as presently
    being conducted.
    
    Notwithstanding any provision of this Agreement to the contrary, the 
property shall not include any of the following assets (the "Excluded 
Assets"):
    
         (1)  A condominium located in Destin, Florida described on Schedule 
    1.01 hereof; 
 
         (2)  A condominium located in Houston, Texas described on Schedule 
    1.01 hereof;
 
         (3)  The personal property of the Shareholder and Sellers' or OEC's 
    employees described on Schedule 1.01; and

         (4)  As provided in the Merger Agreement, a 50% interest in the 
    Farm Property (as defined in the Merger Agreement) owned by OEC and the 
    50% interest owned by the Shareholder. 

    1.02 PURCHASE PRICE.

         (A)  BASE PURCHASE PRICE.  As the purchase price for the Property 
    (the "Purchase Price"), the Purchaser shall (a) pay to Sellers and the 
    Shareholder at the Closing (as hereinafter defined) the sum of (i) 
    Eleven Million and No/100s Dollars 

                                      -5-
<PAGE>

    ($11,000,000) plus (ii) the difference between Thirteen Million and 
    No/100s Dollars and the Assumed Debt (as hereinafter defined) to be paid 
    in cash, and (b) subject to the terms and conditions set forth herein, 
    assume the Assumed Liabilities (including up to $13,000,000 in Assumed 
    Debt).  The term "Assumed Debt" means the amount of the indebtedness 
    owed for monies borrowed from third parties by the Companies on a 
    combined basis existing on the Closing Date, provided however that the 
    total amount of the Assumed Debt shall not be in excess of Thirteen 
    Million Dollars ($13,000,000) in the aggregate.   Set forth on Schedule 
    1.02(A)(i) hereof is a true and correct listing of the Assumed Debt of 
    the Companies on a combined basis as of the date of this Agreement.  Set 
    forth on Schedule 1.02(A) attached hereto is an allocation of the 
    Purchase Price among the Sellers and the Shareholder.  The Sellers and 
    the Shareholder hereby authorize and direct the Purchaser and the Parent 
    to pay and/or deliver the Purchase Price in accordance with the 
    allocation set forth on such Schedule.
        
       (B)  ALLOCATION OF PURCHASE PRICE.  The Parties agree to 
    allocate the Purchase Price to the Property as specified in Schedule 
    1.02(B) attached hereto.  Subject to the approval of the Sellers, which 
    approval shall not be unreasonably withheld, the Purchaser shall be 
    authorized to file on behalf of the Parties Form 8594 and such other 
    documents, certificates or schedules as may be necessary to properly 
    reflect such allocations with the Internal Revenue Service and any other 
    taxing authority.

    1.03 LIMITED ASSUMPTION OF LIABILITIES.  The Purchaser hereby agrees that 
at the Closing it will assume and undertake to pay, satisfy or discharge such 
of the remaining unfulfilled obligations of Sellers as set forth on the 
Sellers' March 31, 1997 balance sheets delivered to the Purchaser plus 
liabilities incurred by the Sellers in the ordinary course of business since 
March 31, 1997 (including a maximum of $13,000,000 of Assumed Debt) to the 
extent and only to the extent that such liability or obligation is not in 
default, or been accelerated (or would be in default or accelerated with the 
passage of time or the giving of notice) (the "Assumed Liabilities"); 
provided, however, that the Assumed Liabilities shall include the amounts set 
forth in Schedule 1.03 attached hereto, and which relate to taxes assessed on 
property owned by the Sellers on January 1, 1997, but not due until December 
31, 1997; and provided further, that the Assumed Liabilities shall also 
include up to $13,000,000 of Assumed Debt, notwithstanding the fact that the 
transactions contemplated hereby could give rise to a default or acceleration 
under the terms of some or all of the instruments and agreements relating to 
the Assumed Debt.  Except as expressly provided in this Section 1.03, the 
Purchaser shall not assume any liability or obligation of the Sellers, fixed 
or 

                                      -6-
<PAGE>

contingent, disclosed or undisclosed, or any liability for any claims, 
debts, defaults, duties, obligations or liabilities of the Sellers of any 
kind or nature, whether known or unknown, contingent or fixed, all of which, 
to the extent that they exist from and after the Closing, shall be retained 
by the Sellers (the "Retained Liabilities").  In particular, the Retained 
Liabilities shall include (a) all intercompany liabilities or other 
obligations of the Sellers (or any of them) to Shareholder or any of his 
affiliates not disclosed to the Purchaser in the Schedules to this Agreement, 
(b) any liability or obligation of the Shareholder, the Sellers or any of 
them for any foreign, federal, state, commonwealth, county or local taxes of 
any kind or nature (including any interest or penalties thereon) applicable 
to the transfer of the Property, including without limitation, sale or use 
taxes due to the Closing, other than a maximum of $25,000 of tax incurred for 
transfer of the title to the vehicles owned by the Sellers which shall be 
assumed by the Purchaser, (c) any defects in any products manufactured, sold 
or leased by either the Sellers or services performed by either of the 
Sellers or any express or implied warranty relating to such products or 
services, (d) any claims or conditions arising under or relating to the 
Environmental Laws (as hereinafter defined) or similar legal requirement 
attributed or related to the Business or to the Property, or (e) any 
unlicensed or unauthorized use by the Sellers (or either of them) of any 
patented or unpatented invention, trade secrets, copyright, trademark or 
other Intellectual Property right.  Subject to the terms and conditions set 
forth in the Indemnification Agreement (as hereinafter defined), the Sellers 
shall promptly pay and discharge all of the Retained Liabilities in the 
ordinary course of business and shall indemnify and hold Purchaser harmless 
from any claims, damages, assessments or charges (including reasonable 
attorney's fees) arising out of or related to the Retained Liabilities.  

    1.04 DUE DILIGENCE PERIOD.  The Parties agree that the obligation of the 
Purchaser or the Sellers to close the transaction evidenced by this Agreement 
is subject to Purchaser's and the Sellers' satisfactorily completing its due 
diligence on or before  June 18, 1997 (the "Due Diligence Expiration Date".  
If any Party elects not to close, then such Party may cancel this Agreement 
by mailing or otherwise sending to the other Parties written notice of its 
intent to terminate this Agreement within five business days following the 
Due Diligence Expiration Date (the "Termination Notice").  Upon mailing or 
otherwise sending to other Parties the Termination Notice, the terminating 
Party and its affiliate(s) (i.e., the Sellers and the Shareholder on one hand 
and the Purchaser and the Parent on the other hand) shall be deemed released 
from all of their respective obligations, liabilities, and duties under this 
Agreement and this Agreement shall be considered to be terminated and of no 
further force or effect as of such date 

                                      -7-
<PAGE>

except for any confidentiality obligations contained herein or in the 
Confidentiality Agreement (as hereinafter defined).

                                      ARTICLE II

    2.01 CLOSING DATE AND EFFECTIVE TIME.  The closing of the purchase and 
sale of the Property contemplated hereby (the "Closing") shall be held at the 
offices of Messrs. Schlanger, Mills, Mayer & Grossberg, LLP, 5847 San Felipe, 
Suite 1700, Houston, Texas 77057 or at such other place as the Parties 
mutually agree on July 18, 1997, or such other date mutually approved of by 
the Parties (the "Closing Date"). The effective time of the transfer of the 
Property shall be deemed to have been the beginning of the day of the Closing.

    2.02 CLOSING TRANSACTIONS.  On the Closing Date:

         (A)  The Sellers and/or the Shareholder shall deliver to the 
    Purchaser all deeds, bills of sale, endorsements, assignments, documents 
    of title and other instruments of transfer and conveyance as the 
    Purchaser shall reasonably request and in form and substance reasonably 
    requested by the Purchaser so as to vest in the Purchaser legal and 
    equitable title to the Property.  In particular, the Shareholder shall 
    deliver a special warranty deed conveying good and indefeasible title to 
    the Real Property to the Purchaser and a bill of sale or assignment 
    transferring good and marketable title to the Aircraft to the Purchaser.
    
         (B)  The Purchaser shall deliver to Sellers (i) the cash portion of 
    the Purchase Price (i.e. $24,000,000 less the amount of the Assumed 
    Debt) by wire transfer or cashiers check as set forth in Section 
    1.02(A), and (ii) an agreement providing for the assumption of 
    liabilities pursuant to Section 1.03 hereof, including the Assumed Debt. 
     The cash portion of the Purchase Price shall be based on payoff letters 
    from each of the lenders who are owed any of the Assumed Debt.
    
         (C)  In addition, each Party shall deliver or cause to be delivered 
    such legal opinions, certificates, assignments, consents, instruments 
    and other documents as may be necessary to satisfy the conditions to the 
    Closing set forth herein.
    
    2.03 POST CLOSING TRANSACTIONS.

    (A)  POST-CLOSING ADJUSTMENT IN PURCHASE PRICE.   Following the Closing, 
the Purchaser shall cause its independent or internal accountants (the 
"Accountants") to determine the Closing Net Working Capital of the Companies 
(as hereinafter defined) and if the Closing Net Working Capital is less than 
the sum of (a) a deficit of $100,000 less (b) the amount that (i) the 
Companies' 

                                      -8-
<PAGE>

capital expenditures for the months of May and June of 1996 exceed $120,000, 
plus (ii) if the closing occurs after June 30, 1997, an amount equal to the 
capital expenditures of the Companies from June 30, 1997, to the Closing Date 
over the result of $60,000 multiplied by a fraction, the numerator of which 
is the number of days between June 30, 1997 and the Closing Date and the 
denominator is 31, then the Purchase Price shall be reduced by the amount of 
such difference.  For the purposes of this Agreement, the term "Net Working 
Capital of the Companies" is set forth on Schedule 2.03(A) attached hereto.  
The Purchaser shall promptly notify the Sellers of the determination of the 
Closing Net Working Capital (the "CNWC Report") by the Accountants.   The 
determination of the actual Closing Net Working Capital of the Companies by 
the Accountants shall be conclusive and binding upon the Parties unless the 
Sellers shall object to the Accountants' CNWC Report within thirty (30) days 
following the receipt of the Accountants' CNWC Report.  The Sellers' 
objection to the Accountants' CNWC Report (the "Sellers' Objection") shall 
set forth in reasonable detail the Sellers' objection(s) to the Accountants' 
CNWC Report and the Sellers' calculation of the Closing Net Working Capital 
of the Sellers.  Within fifteen (15) days after receipt of the Sellers' 
Objection, the Purchaser will notify the Sellers whether it accepts the 
Sellers' adjustments, which notification shall set forth in reasonable detail 
the adjustments made by the Sellers which the Purchaser continues to dispute 
(the "Purchaser's Response Notice").  If the Sellers do not object to the 
Accountants' CNWC Report, or if the Purchaser agrees to accept the Sellers' 
adjustments to the Accountants' CNWC Report, then the Purchase Price shall be 
recalculated based on such adjustments and the Sellers and/or the Shareholder 
shall pay such amount in immediately available funds to the Purchaser within 
five (5) business days following such failure to object or such acceptance, 
respectively.  If the Sellers object to the Accountants' CNWC Report as set 
forth above and the Purchaser does not accept the Sellers' proposed 
adjustments, then an independent accounting firm mutually satisfactory to the 
Sellers and the Purchaser shall be engaged to determine the amount of the 
Closing Net Working Capital and the amount, if any, due to the Purchaser 
shall be paid to the Purchaser in immediately available funds within five (5) 
business days of the issuance by the independent accountants of a report 
setting forth their determination of the actual Closing Net Working Capital.  
The Parties agree to cooperate fully with such independent accountants at 
their own cost and expense, including, but not limited to, providing such 
independent accountants with access to, and copies of, all books and records 
that such accountants shall reasonably request.  The Purchaser shall bear all 
of the costs and expenses of such independent accounting firm, and if the 
Parties are unable to agree upon an independent accounting firm, the Parties 
will request that one be designated by the President of the Houston office of 
the American Arbitration Association.   

                                       -9-
<PAGE>
                                     ARTICLE III

                            REPRESENTATIONS AND WARRANTIES

    3.01 REPRESENTATIONS AND WARRANTIES BY THE SELLERS AND THE SHAREHOLDER.  
The Sellers and the Shareholder hereby, jointly and severally, represent and 
warrant to the Purchaser and the Parent as follows:

    (A)  ORGANIZATION AND GOOD STANDING.  Seller #1 is a corporation duly 
organized, validly existing and in good standing under the laws of Louisiana, 
and has all requisite corporate power and authority to own and lease the 
property and assets it currently owns and leases (including the Property 
owned by such Seller) and to carry on its portion of the Business.  Seller #2 
is a limited liability company duly organized, validly existing and in good 
standing under the laws of Louisiana, and has all requisite power and 
authority to own and lease the property and assets it currently owns and 
leases (including the Property owned by such Seller) and to carry on its 
portion of the Business.  The Sellers and the Shareholder shall deliver to 
the Purchaser on or before the Schedule Delivery Date (as hereinafter 
defined) true, correct and complete copies of the Certificates or Articles of 
Incorporation or Organization and bylaws, regulations or equivalent governing 
instruments, each as amended to the date thereof, of the Sellers.  Except as 
otherwise set forth in Schedule 3.01(A) attached hereto, the Sellers are each 
duly licensed or qualified to do business as foreign corporations in the 
states listed on Schedule 3.01(A) attached hereto and are in good standing in 
all jurisdictions in which the character of the Property now owned or leased 
by such Seller or the nature of the business now conducted by such Seller 
(including the Business) requires it to be so licensed or qualified, except 
where the failure to be so qualified or to be in good standing would not have 
a material adverse effect on the business, properties, results of operations, 
condition (financial or otherwise) or prospects of the Sellers and OEC on a 
combined basis (a "Company Material Adverse Effect").  The Sellers have only 
conducted business in the states or jurisdictions listed on Schedule 3.01(A) 
attached hereto during the last five (5) years.

    (B)  CORPORATE AUTHORITY; AUTHORIZATION OF AGREEMENT.  The execution and 
delivery of this Agreement by the Sellers and the Shareholder, subject to the 
approval of the shareholders and members of the Seller #1 and Seller #2 in 
accordance with applicable law, the performance by the Sellers and the 
Shareholder of all the terms and conditions hereof to be performed by the 
Sellers and the Shareholder and the consummation of the transactions 
contemplated hereby have been duly authorized and approved by all requisite 
action (shareholder, member, manager and board approval or otherwise) on the 
part of each Seller.   The shareholders and the members of each of the 
Sellers shall approve 

                                     -10-
<PAGE>

the allocation of the Purchase Price set forth on Schedule 1.02(A) before the 
Schedule Delivery Date.  Subject to the approvals of the shareholders and 
members of the Seller #1 and Seller #2 in accordance with applicable law, 
this Agreement constitutes the valid and binding obligation of each of the 
Sellers and the Shareholder enforceable against each of the Sellers and the 
Shareholder in accordance with its terms, except as such enforceability may 
be limited by bankruptcy, insolvency, reorganization, moratorium or similar 
laws affecting the rights of creditors generally and by general equitable 
principles (whether or not such enforceability is considered in a proceeding 
at law or in equity).

    (C)  NO VIOLATION.  Neither the execution and delivery by the Sellers or 
the Shareholder of this Agreement nor, subject to the approval of the members 
and shareholders of each of the Sellers as set forth herein, the consummation 
by each of the Sellers or the Shareholder of the transactions contemplated 
hereby in accordance with the terms hereof, will: (i) conflict with or result 
in a breach of any provisions of the Certificate of Incorporation or Bylaws 
of the either Seller; (ii) result in a breach or violation of, a default 
under, or the triggering of any payment or other material obligations 
pursuant to, or accelerate vesting under, any of its existing stock option 
plans, if any, of the Sellers, or any grant or award made under any of the 
foregoing; (iii) violate, conflict with, result in a breach of any provision 
of, constitute a default (or an event which, with notice or lapse of time or 
both, would constitute a default) under, result in the termination or in a 
right of termination or cancellation of, accelerate the performance required 
by, result in the triggering of any payment or other material obligations 
pursuant to, result in the creation of any lien, security interest, charge or 
encumbrance upon any of the material properties of either Seller under, or 
result in being declared void, voidable, or without further binding effect, 
any of the terms, conditions or provisions of any material note, bond, 
mortgage, indenture, deed of trust or any material license, franchise, 
permit, lease, contract, agreement or other instrument, commitment or 
obligation to which any Seller is a party, or by which either Seller or any 
of their respective properties is bound or affected, except for any of the 
foregoing matters which would not have a Company Material Adverse Effect; or 
(iv) require any material consent, approval or authorization of, or 
declaration, filing or registration with, any domestic governmental or 
regulatory authority, the failure to obtain or make which would have a 
Company Material Adverse Effect.

    (D)  NO DEFAULT; COMPLIANCE WITH LAWS AND REGULATIONS.  Except as set 
forth on Schedule 3.01(D) attached hereto, neither the Shareholder nor the 
Companies (or any of them) are in default or in violation of, and no 
condition exists that with notice or lapse of time or both would constitute a 
default or violation of (i) any 

                                     -11-
<PAGE>

loan, contract, note, instrument, or agreement, or (ii) law, rules or 
regulations applicable to the Companies (or any of them), the Shareholder, 
the Property or the Business that could constitute a Company Material Adverse 
Effect, and there are no Orders by any Governmental Body or rendered against 
affecting the Companies (or any of them), the Business or the Property.

    (E)  FINANCIAL STATEMENTS.  The Sellers and the Shareholder heretofore 
have delivered to the Purchaser and the Parent copies of (i) the audited 
combined balance sheets of the Companies as of November 30, 1996 and 1995 and 
the related statements of income and cash flows for such periods (the "Annual 
Financial Statements"); and (ii) the unaudited combined balance sheet of the 
Companies as of March 31, 1997 (the "Balance Sheet Date") together with the 
related statements of income and cash flows for the four month period then 
ended (the "Interim Financial Statements").

    The Annual Financial Statements and the Interim Financial Statements are 
collectively referred to as the "Financial Statements").  The Financial 
Statements present fairly, in accordance with GAAP (as hereinafter defined), 
the financial position of the Companies on a combined basis as of the dates 
indicated and the results of operations and changes in financial position of 
the Companies on a combined basis, for the periods reflected in the Financial 
Statements, except that the Interim Financial Statements do not contain 
customary footnote disclosures and are subject to normal year end 
adjustments.  None of the Companies have any debt or liability of any kind, 
whether accrued, absolute, contingent or otherwise, including, without 
limitation, any debt or liability on account of taxes or any governmental 
charges or penalty, interest or fines, except as reflected in the Financial 
Statements or in a schedule attached to this Agreement other than liabilities 
or obligations incurred by the applicable Seller in the ordinary course of 
business after the period covered by such Financial Statements.  The income 
of each Seller as reflected on the Financial Statements consists solely of 
ordinary operating profits and none of such income consists of (i) income 
from a source other than operations of the Business or (ii) a transaction 
outside the ordinary course of business of the Companies or the Business 
(whether or not such transaction would otherwise be considered extraordinary 
under GAAP).  "GAAP" means generally accepted accounting principles set forth 
in the Opinions of the Accounting Principles Board of the American Institute 
of Certified Public Accountants and in statements by the Financial Accounting 
Standards Board or in such other statement by such other entity as may be 
generally recognized as the successors for the aforementioned; and shall also 
mean the accounting principles observed in a current period are comparable in 
all material respects to those applied in a preceding period unless specific 
exemption is noted in the financial statements where a change of accounting 
method, principle or presentation has occurred.

                                     -12-
<PAGE>

    (F)  ABSENCE OF CERTAIN CHANGES.  Except as disclosed to the Purchaser in 
this Agreement, the Financial Statements, Schedule 3.01(F) attached hereto, 
or in any other schedule to this Agreement, since the Balance Sheet Date, 
there has not been:
    
         (i)  any material adverse change in the Property, the Business or 
    the Companies (or any of them) other than changes caused by general 
    conditions in the industry in which the Business is conducted;
    
        (ii)  any damages, destruction or loss, whether covered by insurance 
    or not, which has had, or might be expected to have, a Company Material 
    Adverse Effect;
    
       (iii)  any material change by the Companies (or any of them) in 
    accounting methods or principles which would be required to be disclosed 
    under GAAP;
    
        (iv)  any issuance by the Companies or any of them of any shares of 
    capital stock;
    
         (v)  any sale, lease or other disposition of properties and assets 
    of the Companies (or any of them) except in the ordinary course of 
    business of the Companies;
    
        (vi)  any merger or consolidation of the Companies (or any of them) 
    with any other corporation, partnership, limited liability company, 
    person or entity or any acquisition by the Companies (or any of them) of 
    the stock or business of another corporation, partnership, limited 
    liability company or other entity;
    
       (vii)  any borrowing, or agreement to borrow funds, by the Companies 
    (or any of them) or any termination or material amendment of any 
    evidence of indebtedness, contract, agreement, deed, mortgage, lease, 
    license or other instrument, commitment or agreement to which the 
    Companies (or any of them) are bound or by which their properties are 
    bound is material to the business, condition (financial or otherwise), 
    results of operation or prospects of the Companies (or any of them) or 
    the Business;
    
      (viii)  any declaration or payment of any dividend on, or any other 
    distribution with respect to, the equity securities of the Companies (or 
    any of them);
    
        (ix)  any material increase in the compensation payable or to become 
    payable by the Companies (or any of them) to the directors, officers or 
    employees of the Companies (or any of them), or any increase in benefits 
    or benefit plan costs (other than costs outside of the control of the 
    Companies), or 
    
                                          -13-
<PAGE>

    any increase in any bonus, insurance, pension, compensation or other benefit
    plan made for or with or covering any directors, officers or directors;

         (x)  any reclassification of any asset or liability;

        (xi)  any amendment, modification, or termination of any material  
    contract, agreement, plan or commitment;
    
       (xii)  any mortgage, pledge, grant of any lien or security interest 
    or other encumbrance of any asset of the Companies (or any of them);
    
      (xiii)  any waiver or release of any material right or claim of the 
    Companies (or any of them) that singly, or in the aggregate, is material 
    to the business, assets, condition (financial or otherwise), results of 
    operation or prospects of the Companies (or any of them), the Business 
    or the Property;
    
       (xiv)  any significant labor trouble or any damage, destruction or 
    loss of property by fire or other casualty, whether or not covered by 
    insurance, adversely affecting the Property, the Business or the 
    Companies (or any of them) or any related property;
    
        (xv)  removal, from any building, facility or real property of any 
    of the assets of the Companies (or any of them) or the Shareholder 
    related to the Business or the Real Property;
    
       (xvi)  except as set forth on Schedule 3.01(S) attached hereto, any 
    transactions between or with affiliates of the Companies (or any of 
    them) or the Shareholder relating to the Business; or
    
     (xvii)   any contract, understanding or commitment to do any of the 
    foregoing.
    
    (G)  TAXES.  Except as set forth on Schedule 3.01(G) attached hereto:
    
         (i)  The Companies have each timely filed or caused to be timely 
    filed all material federal, state and local tax returns for taxes, and 
    all such tax returns are proper, complete and accurate and copies of 
    which have been delivered to Purchaser.
    
        (ii)  The Companies have paid or caused to be paid all taxes which 
    have become due, except for taxes the failure of which to pay would not 
    have a Company Material Adverse Effect.
    
                                      -14-
    
    
<PAGE>

       (iii)  The amounts set up as provisions for taxes on the Interim 
    Financial Statements (and the notes and year-end accruals attached 
    thereto) are sufficient for the payment of all accrued and unpaid taxes 
    of any kind, except for taxes the failure of which to pay would not have 
    a Company Material Adverse Effect.

        (iv)  Neither the Companies (or any of them) nor the Shareholder 
    have received or have no knowledge of any notice of deficiency or 
    assessment with respect to Companies (or any of them), the Business or 
    any of the Property, or any basis for any of the foregoing, from any 
    taxing authorities.   Neither the Companies (or any of them) nor have 
    the Companies or the Shareholder been notified by the IRS that the IRS 
    intends to audit the federal income tax returns of the Companies or the 
    Shareholder.

         (v)  There is no litigation, governmental or other proceeding 
    (formal or informal), or investigation pending, or to the knowledge of 
    the Sellers and the Shareholder, threaten with respect to any such 
    federal, state or local income tax return.  There are no tax liens upon, 
    pending against or, to the knowledge of the Companies or the 
    Shareholder, threatened against any Property.

        (vi)  Neither the Companies (or any of them) or the Shareholder have 
    given or been requested to give any waiver of any statute of limitations 
    related to the payment of any foreign, federal, state or local tax.

       (vii)  The amounts withheld by the Companies and paid to the 
    appropriate Governmental Body for all periods include all amounts 
    necessary to fully and completely comply with all withholding provisions 
    of applicable law.

      (viii)  To the best of the Sellers' and the Shareholder's knowledge, 
    the consummation of the transactions contemplated by this Agreement will 
    not result in the imposition or creation of any tax obligation on the 
    Purchaser.

    Other than the representations and warranties set forth in Sections 
3.01(K) and (P)(i), the representations and warranties contained in this 
Section 3.01(G) are intended to the be sole representations and 
warranties of the Sellers and the Shareholder with respect to compliance 
by the Companies with tax laws.

    (H)  CONTRACTS, AGREEMENTS, PLANS AND COMMITMENTS.  Schedule 3.01(H) 
attached hereto sets forth a list or summary of all the material 
contracts, notes, instruments, indentures, documents, agreements, plans 
and commitments, including all amendments, modifications and supplements 
thereto (written or oral), to which 

                                   -15-
<PAGE>

the Companies (or any of them) are a party or by which the Companies (or 
any of them) or any of their assets or properties are bound as of the 
date hereof including the Scheduled Contracts; provided, however, that 
as set forth in the Confidentiality Agreement dated April 28, 1997 (the 
"Confidentiality Agreement"), the identity of the customers of the 
Companies will be not be disclosed until three business days prior to 
the Closing (the "Customer Disclosure Date).   For the purposes of this 
Section 3.01(H) a contract shall be considered material if such contract 
or any series of related or similar contracts involving the same subject 
matter involves $100,000 or more in services to be rendered or 
obligations during any twelve month period.  Also set forth on Schedule 
3.01(H) is a list of all agreements for the provision of compression 
services by the Companies identifying the horsepower or type of 
equipment being leased, the amount of the rental for such contract and 
the term of such contract, provided, however that until the Customer 
Disclosure Date, such schedule will not include any information 
concerning the location of such equipment or the identity of the 
customer of the Companies with respect to such contract.  The Companies 
have each materially complied with the provisions of all of their 
respective Scheduled Contracts and, to the best of the Sellers' and the 
Shareholder's knowledge, no default or event of default exists under any 
of such agreements and such agreements constitute valid and legally 
binding obligations of the Companies (or any of them) and, to the best 
of the Sellers' and the Shareholder's knowledge, of each other person, 
corporation, partnership, limited liability company, governmental body 
or other entity (collectively a "Person") that is a party thereto, 
enforceable against each party in accordance with their terms, except as 
such enforceability may be limited by bankruptcy, insolvency, 
reorganization, moratorium or similar laws affecting the rights of 
creditors generally and by general equitable principles (whether or not 
such enforceability is considered in a proceeding at law or in equity).  
The Scheduled Contracts comprise all of the contracts, agreements, plans 
and commitments required in order to conduct the Business as it has been 
and is now conducted, and, subject to the receipt of the consents listed 
on Schedule 3.01(H), all of the Scheduled Contracts are transferable or 
will be transferred to Purchaser under and in accordance with the terms 
of this Agreement.

    (I)  LITIGATION.  Except as set forth in Schedule 3.01(I) attached 
hereto:

         (i)  There are no claims, proceedings or lawsuits pending or, to 
    the knowledge of the Sellers or the Shareholders, threatened against 
    Companies (or any of them), the Property or the Business; and 
    
                                         -16-
<PAGE>

        (ii)  None of the Companies are charged with a violation of, or, to 
    the knowledge of the Sellers or the Shareholder, threatened with a 
    charge of a violation of, any provision of any law, rule or regulation 
    or any Order. 

    (J)  TITLE TO PROPERTY; ABSENCE OF LIENS AND ENCUMBRANCES.  Schedule 
1.01(H) attached hereto contains a true, accurate and complete 
description of all real property owned by the Shareholder on which the 
Business is conducted, including the Real Property and the Realty 
Rights.  Schedule 3.01(J) attached hereto contains a true, accurate and 
complete list and description of all improvements and equipment, and of 
all other tangible personal property and assets now owned by the 
Companies (or any of them).  The Companies each own and have good and 
marketable title to all its respective tangible personal properties, 
whether or not listed in Schedule 1.01 (H) or Schedule 3.01(J) (except 
to the extent such tangible personal properties are leased) free and 
clear of all liens, security, interests, charges or encumbrances, except 
for (i) landlord liens, (ii) rights of the real property on which the 
Companies' compression equipment is located, and (iii) liens for taxes 
not yet due and owing.  The Shareholder has good and indefeasible title 
to the Real Property in fee simple and no improvement or structure on 
the Real Property encroaches on any adjacent property.  To the best of 
the Sellers' and the Shareholder's knowledge, the Real Property does not 
violate any provisions of any applicable building code, fire, health, or 
safety regulation, or any governmental ordinance, orders or regulations. 
No condition exists with respect to the Real Property which would 
prevent, or require repair or modification thereof as a prerequisite to, 
the Purchaser using the Real Property for the conduct of the Business.  
To the best of the Sellers' and the Shareholder's knowledge, the zoning 
classification of the Real Property is such that the Real Property may 
be used as currently used in the Business.  There is no pending or, to 
the knowledge of the Sellers or the Shareholder, threatened condemnation 
or similar proceeding or assessment affecting the Real Property, or any 
part thereof. The Shareholder has title policies in full force and 
effect for the Real Property insuring title on such property (without 
title exceptions that will adversely affect either the market value or 
marketable title of the Real Property) for at least the amount reflected 
on the Interim Financial Statements as the book value of such property.  
To the best of Sellers' and the Shareholder's knowledge, such title 
policies are with solvent and financially responsible title companies.  
Except as shown in Schedule 3.01(J) attached to this Agreement, the 
tangible personal property owned by each of the Companies and in use or 
leased to third parties is in good condition and repair, is adequate in 
quantity and quality to operate the Business as it has been and is now 
conducted and to the knowledge of the Sellers and the Shareholder in 
compliance with all applicable laws, rules and regulations (including 
without limitation any zoning ordinance), 

                                      -17-
<PAGE>

and is all the property necessary to the operation of the Business as it 
has been and is now being conducted and will be available for immediate 
use by the Purchaser on the Closing Date.

    (K)  EMPLOYEE BENEFIT MATTERS. 

         (i)  Schedule 3.01(K) attached hereto sets forth each "employee 
    benefit plan" (within the meaning of Section 3(3) of ERISA), stock 
    purchase plan, stock option plan, fringe benefit plan, bonus plan and 
    any other deferred compensation agreement or plan or funding arrangement 
    sponsored, maintained or to which contributions are made (a "Company 
    Plan") by the Companies, or any of their affiliates or any other 
    organization which is a member of a controlled group of organizations 
    (within the meaning of Sections 414(b), (c), (m) or (o) of the Code of 
    which the Companies or any of them is a member.
    
        (ii)  The Sellers have delivered to the Purchaser current, accurate 
    and complete copies of each Company Plan (including all trust 
    agreements, funding vehicles and other instruments relating thereto) 
    and, to the extent applicable, copies of the most recent (a) Internal 
    Revenue Service determination letter and any outstanding request for a 
    determination letter for each Company Plan; (b) Form 5500; (c) 
    attorneys' response to an auditor's request for information for any 
    Company Plan; and (d)  any ruling letter and any outstanding request for 
    a ruling letter with respect to the tax-exempt status of any voluntary 
    employees' beneficiary association ("VEBA") which is implementing any 
    Company Plan.
    
       (iii)  With respect to each Company Plan: (a) each Company Plan which 
    is an "employee pension benefit plan" (as such term is defined in ERISA 
    Section 3(2)) has received a favorable determination letter as to its 
    qualification under the Code; (b) each VEBA which is intended to 
    implement any Company Plan has received a favorable ruling or 
    determination letters to its tax-exempt status; (c) all forms, documents 
    and other materials have been filed with the Securities and Exchange 
    Commission or otherwise distributed as required by the Securities Act of 
    1933 or the Exchange Act or any regulation or rule promulgated 
    thereunder; and (d) there are no leased employees (as such term is 
    defined in Code Section 414(n)) that must be taken into account with 
    respect to the requirements set forth under Code Section 414(n)(3).

        (iv)  None of the Companies presently maintains, or within the last 
    60 months has  maintained any (a) "multiemployer plan" (within the 
    meaning of Section 3(37) of ERISA), or (b) defined benefit plan.

                                        -18-
<PAGE>

        (v)   With respect to any Company Plan which is an employee welfare 
    benefit plan (within the meaning of ERISA Section 3(1)): (a) each and 
    every Company Plan which is a group health plan (as such term is defined 
    in Code Section 5000(b) complies in all material respects with the 
    applicable requirements of Code Section 4980B; and (b) each Company Plan 
    (including any Company Plan covering former employees of the Companies) 
    may be amended or terminated by the Company or any Subsidiary on or at 
    any time after the Closing Date.
    
       (vi)   Except as set forth in Schedule 3.01(K)(vi), which relates to 
    Lavelle Ivy, none of the Companies maintains any post-retirement health 
    and life insurance plans for employees and retirees.

    (L)  LEASES.  The Companies have delivered to the Purchaser and the 
Parent true and complete copies of all leases referred to in Schedule 
3.01(L) attached hereto (the "Leases"), which lists all agreements 
pertaining to the lease of real or personal property to which the 
Companies (or any of them) are a party.  The Leases are in full force 
and effect and are subsisting, valid and binding obligations of the 
Companies, except as such enforceability may be limited by bankruptcy, 
insolvency, reorganization, moratorium or similar laws affecting the 
rights of creditors generally and by general equitable principles 
(whether or not such enforceability is considered in a proceeding at law 
or in equity).  None of the Companies are in default or, to the 
knowledge of the Sellers or the Shareholder, alleged to be in default 
thereunder.  Except as set forth in Schedule 3.01(L), the Companies each 
have full legal power and authority to assign their rights under each of 
the Leases and rental agreements or arrangements applicable to such 
Seller, and the continuation, validity and effectiveness thereof on its 
present terms will not be affected by the occurrence of the Closing.  
The Companies each have good and marketable title to all leasehold 
interests and improvements and enjoy peaceful and undisturbed possession 
under all of the Leases and rental agreements as to which the Companies 
are lessees. To the knowledge of the Sellers and the Shareholder, the 
present use of real and personal property that are subject to the Leases 
comply in all material respects with all applicable building or zoning 
codes, ordinances or regulations applicable thereto.   The Companies and 
the Shareholder have also provided to the Purchaser and the Parent a 
copy of the lease between OEC and the Shareholder (the "Shareholder 
Lease") with respect to the Real Property. 

    (M)  INSURANCE.  Schedule 3.01(M) attached hereto sets forth a list 
of all insurance policies of the Companies by which the Companies or any 
of their assets or properties have been covered including the Business 
for the last three (3) years and those policies which are now in full 
force and effect.  Sellers each agree to use their respective best 
efforts to maintain the existing 

                                      -19-
<PAGE>

policies (which are presently in force) in full force and effect at all 
times from the date of this Agreement until the Closing Date.  The 
insurance policies set forth on Schedule 3.01(M) attached hereto provide 
insurance against the risks involved in the Business and the operation 
of the Property which are standard in the industry.  No Seller has 
received notice from any insurance carrier of the intention of such 
carrier to discontinue any insurance coverage afforded to such Seller.

    (N)  PATENTS, TRADEMARKS AND COPYRIGHTS.  Schedule 1.01(F) attached 
hereto includes a true and complete list and description of all 
Intellectual Property applied for, issued to, or owned or used by the 
Companies (or any of them) or under which the Companies are  licensed or 
franchised.  To the best of the Sellers' and the Shareholder's 
knowledge, the Companies each possess full rights, licenses or other 
authority to use all such Intellectual Property.  To the best of the 
Sellers' and the Shareholder's knowledge, all licenses are in full force 
and effect, except as such enforceability may be limited by bankruptcy, 
insolvency, reorganization, moratorium or similar laws affecting the 
rights of creditors generally and by general equitable principles 
(whether or not such enforceability is considered in a proceeding at law 
or in equity), and constitute legal, valid and binding obligations of 
the parties thereto, and there has not been any default or alleged 
default (or any event or condition which with notice, lapse of time or 
both would become a default) thereunder.  To the best of the Sellers' 
and the Shareholder's knowledge, provided the consents described in 
Schedule 3.01(N) attached hereto are obtained, the occurrence of the 
Closing will not affect the validity, continuation or effectiveness of 
any such rights on their present terms.  To the best of the Sellers' and 
the Shareholder's knowledge, the Companies each own or hold adequate 
licenses or other rights to use all Intellectual Property necessary for 
the conduct of the Business as it has been and is now conducted, and 
that use does not and will not conflict with, infringe on or otherwise 
violate any rights of others.  None of the Companies (nor the 
Shareholder) have received notice, or have knowledge of, any 
infringements or unauthorized or unlawful use of such Intellectual 
Property by themselves or others or any allegation that they have 
infringed similar properties of others.

    (O)  PERMITS.  Schedule 3.01(O) attached hereto includes a true and 
complete list of all material Permits.  Except as set forth in Schedule 
3.01(O) attached hereto, the Permits are in full force and effect and 
comprise all the governmental authorizations necessary or desirable for 
the lawful conduct of the Business as it has been and is now conducted.  
Except as noted on Schedule 3.01(O), each of the Permits is freely 
transferrable to the Purchaser, without consent of any Person, and none 
of the Permits obligate the Companies (or any of them) or will obligate 
the

                                        -20-
<PAGE>

Purchaser upon transfer for the payment of any further charges or 
assessments in order to maintain them in full force and effect.

    (P)  PERSONNEL DATA; LABOR RELATIONS.

         (i)  Schedule 3.01(P) attached hereto is a list of all employees of 
    the Companies, their current rates of compensation, their length of 
    service with each Seller, and a complete and accurate description of all 
    practices, policies, understandings and agreements with such persons 
    relating to their employment. All of the Companies' employees are "at 
    will" employees except as set forth on Schedule 3.01(P) and any 
    contracts and arrangements with employees are in full force and effect, 
    and neither the Companies (or any of them) nor to the best of the 
    Sellers' and the Shareholder's knowledge, any other person is in default 
    under either of them.  The Companies in the conduct of their affairs and 
    business have each complied in all material respects with all applicable 
    laws and regulations relating to the employment of labor including those 
    related to wages, hours, discrimination, employee pension and welfare 
    benefit plans, collective bargaining, and the payment of Social Security 
    or similar taxes, and the Companies have each withheld and paid to the 
    appropriate governmental authority, all amounts required by law or 
    agreement to be withheld from wages or salaries of such employees.  All 
    increases in compensation during the eighteen month period prior to the 
    execution of this Agreement are described on Schedule 3.01(P).
    
        (ii)  There is not pending, nor, to Sellers' or the Shareholder's 
    knowledge, any threatened labor dispute, strike or lockout, slow-down, 
    stoppage, unfair labor practice complaint, grievance procedure or 
    arbitration proceeding relating to the Companies or affecting the 
    Business.  No representation question now exists respecting the 
    Companies (or any of them) and no collective bargaining agreement is 
    currently being negotiated.  Neither the Sellers (or either of them) nor 
    the Shareholder have received any notification of any unfair labor 
    practices charges or complaints pending before any agent having 
    jurisdiction over Companies.  Neither the Sellers nor the Shareholder 
    are aware of any union organizing activities or proceedings involving, 
    or act pending petition for the recognition of, a labor union or 
    association as the exclusive bargaining agent for any group or groups of 
    employees of the Companies (or any of them).
    
       (iii)  Attached hereto as Schedule 3.01(P) (ii) are copies of all 
    Occupational Safety and Health Administration ("OSHA") reports having to 
    do with the Companies (or any of them), their operations or the Business 
    and received by Companies (or any of them) during the last twelve 
    months.  No other oral or 

                                       -21-
<PAGE>

    written complaints or notices have been received from OSHA, and no other 
    complaints, or notices have been received from other regulatory agencies 
    or offices having jurisdiction over Companies (or any of them), the 
    Business or the Property during the last twenty-four month period.

    Other than the representations and warranties contained in Section 
3.10(K), the representations and warranties contained in this Section 
3.01(P) are intended to the be sole representations and warranties of 
the Sellers and the Shareholder with respect to compliance by the 
Companies with employment laws.

    (Q)  COMPLIANCE WITH LAWS.  None of the Companies are in violation 
in any material respect of any laws, regulations or governmental orders 
(other than with respect to laws, regulations and governmental orders 
pertaining to taxes, employment and environmental matters, which are 
treated separately in this Agreement) in a manner which could have a 
Company Material Adverse Effect and, to the best of the Sellers' and the 
Shareholder's knowledge, none of the Companies have been charged with 
any such violation.  There are no judgments, orders, injunctions or 
decrees of any court or governmental instrumentality affecting the 
Companies, the Property or the Business the failure to comply with could 
have a Company Material Adverse Effect.

    (R)  INVENTORY.  Except as set forth on Schedule 3.01(R) attached 
hereto (i) all items of the Companies' Inventory and related supplies 
reflected on the Financial Statements or thereafter acquired (and not 
subsequently disposed of in the ordinary course of business) are 
merchantable, for sale or lease in the ordinary course of business at 
normal mark-ups, (ii) none of such items of the Companies' inventory is 
obsolete and (iii) each item of such inventory reflected on the 
Financial Statements and the books and records of each of the Companies 
is so reflected on the basis of a complete physical count and is valued 
at the lower of cost or market in accordance with GAAP.

    (S)  TRANSACTIONS WITH RELATED PARTIES.  Except as disclosed in 
Schedule 3.01(S) attached hereto, there have been no payments or 
transactions between the Companies (or any of them) and any Person who 
controls, is controlled by, or is under common control with the 
Companies (or any of them) or the Shareholder or otherwise affiliated 
with the Companies (or any of them) or the Shareholder.  Except as 
disclosed in Schedule 3.01(S) attached hereto, no officer, director, 
shareholder or member of the Companies or the Shareholder, nor any 
spouse, children, parent of either of them, has any direct or indirect 
interest in any competitor, supplier or customer of the Business. 

                                    -22-
<PAGE>

    (T)  ENVIRONMENTAL COMPLIANCE.  For purposes of this Agreement, 
"Environmental Laws" shall mean laws, including without limitation, 
federal, state or local laws, ordinances, rules, regulations, 
interpretations and orders of courts or governmental agencies or 
authorities relating to pollution or protection of the environment 
(including, without limitation, ambient air, surface water, groundwater, 
land surface, and subsurface strata), including without limitation, the 
Comprehensive Environmental Response Compensation and Liability Act of 
1980, the Superfund Amendments and Reauthorization Act of 1987, the 
Resource Conservation and Recover Act of 1976, the Hazardous and Solid 
Waste Amendment of 1984 and the Hazardous Materials Transportation Act, 
and any other laws relating to pollution or protection of the 
environment, or to the manufacture, processing, distribution, use, 
treatment, handling, storage, disposal or transportation or Polluting 
Substances (hereafter defined) in effect on the date of this Agreement 
or the Closing Date.  For the purposes of this Agreement, Polluting 
Substance means any solid or hazardous waste, hazardous substance, 
pollutant, contaminant, oil, petroleum product, commercial product or 
other substance (i) which is listed, regulated or designated as toxic or 
hazardous (or words of similar meaning or regulatory effect) or with 
respect to which remediation or cleanup obligations may be imposed under 
any Environmental Law or (ii) exposure to which may pose a safety or 
health hazard.  Except as set forth on Schedule 3.01(T) attached hereto:

         (i)  The Companies are each in compliance in all material respects 
    with all applicable Environmental Laws and have obtained and are in 
    material compliance with all permits, licenses and other authorizations 
    required under any Environmental Law.  There is no past or present 
    event, condition or circumstance that is likely to interfere with the 
    conduct of the Business in the manner now conducted or which would 
    interfere in any material respect with the Companies' (or any of their) 
    compliance with Environmental Laws or constitute a violation thereof 
    including any prior release or discharge of any Polluting Substance that 
    could have a Company Material Adverse Effect.
    
        (ii)  None of the Companies have leased, operated or owned any 
    facilities or real property with respect to which the Companies (or any 
    of them) are subject to any actual or, to the knowledge of the Companies 
    and the Shareholder, potential action, claim, investigation, review or 
    other proceeding before any governmental, judicial or regulatory body, 
    under any Environmental Law.
    
       (iii)  None of the Companies have sent Polluting Substances to any 
    off-site commercial waste management facilities for re-use, recycling, 
    reclamation, treatment, storage or disposal.
    
                                       -23-
<PAGE>

        (iv)  None of the Companies are subject to any actual or, to the 
    knowledge of the Sellers and the Shareholder, potential proceeding for 
    violation of any Environmental Law with respect to any such facility 
    presently or previously used by the Companies (or any of them).
    
         (v)  There are no Polluting Substances in any inactive, closed or 
    abandoned storage or disposal areas or facilities or property currently 
    or in the past leased, operated or owned by the Companies (or any of 
    them).
    
        (vi)  No property currently, or in the past, leased operated or 
    owned by the Companies (or any of them) or their predecessors, is 
    subject to actual or, to the knowledge of the Sellers and the 
    Shareholder, potential investigation by federal, state or local 
    officials or private litigation as a result of any previous on-site 
    management, treatment, storage or disposal of Polluting Substances.
    
       (vii)  There are no above ground or underground storage tanks located 
    on any property owned, leased or operated by the Companies (or any of 
    them).
    
      (viii)  Except in compliance with all Environmental Laws (including, 
    without limitation, the obtaining of all necessary Permits), no 
    Polluting Substances have been used, generated, manufactured, stored or 
    treated, or disposed of, landfilled or in any other way released (and no 
    release is threatened), on or about any property owned, operated or 
    leased by the Companies or transported to such Property.
    
        (ix)  There are no obligations, undertakings, or liabilities arising 
    out of or relating to failure to comply with or violation of any 
    Environmental Laws which the Companies (or any of them) have agreed to, 
    assumed or retained, or indemnified a third party against, by the 
    contract or otherwise.

    The representations and warranties contained in this Section 3.01(T) 
are intended to be the sole representations and warranties of the 
Sellers and the Shareholder with respect to compliance by the Companies 
with Environmental Laws.

    (U)  ACCOUNTS RECEIVABLE.  Each account receivable reflected on the 
Financial Statements constitutes a bona fide receivable resulting from a 
bona fide sale to a customer in the ordinary course of business, the 
amount of which was actually due on the date thereof.  The books and 
records of the Companies state correctly the facts with respect to each 
account receivable of the Companies and the balance due thereon. Each 
payment reflected on such books or records as having been made to each 
such account 

                                  -24-
<PAGE>

receivable was made by the respective account debtor and not directly or 
indirectly by any director, officer, employee or agent of the Companies 
unless such person is shown on said books and records as such account 
debtor and as set forth on Schedule 3.01(U) attached hereto.  To the 
best of the Sellers' and the Shareholder's knowledge, each document and 
instrument evidencing, securing or relating to each account receivable, 
is correct and complete in all respects, is genuine and valid and is 
enforceable in accordance with its terms, and is not subject to any 
defense, claim of disability, counterclaim or offset and there is no 
threatened, intended or proposed defense, claim of disability, 
counterclaim or offset with respect thereto. To the best of the Sellers' 
and the Shareholder's knowledge, each account receivable and each 
document and instrument and each transaction underlying or relating to 
it conforms in all material respects, including, without limitation, in 
respect of interest rates charged, notices given and disclosures made, 
to the requirements and provisions of each applicable law, rule, 
regulation or order relating to credit, consumer credit, credit 
practices, credit advertising, credit reporting, retail installment 
sales, credit cards, collections, usury, interest rates and 
truth-in-lending, including, without limitation, the Federal Truth in 
Lending Act, as amended and Regulation Z issued by the Board of 
Governors of the Federal Reserve System thereunder. 

    (V)  CUSTOMERS AND SUPPLIERS.  Except for matters that will not have 
a Company Material Adverse Effect, no supplier or customer of the 
Companies has advised the Companies (or any of them) or the Shareholder 
formally or informally, that such customer or supplier intends to 
terminate, discontinue or substantially reduce its business with the 
Business and the occurrence of the Closing is not expected to adversely 
affect such relationship.  

    (W)  IMPROPER PAYMENTS.  Neither the Companies, the Shareholder nor 
any officer, agent or employee of the Companies or the Shareholder nor 
any distributor or licensee of any of the foregoing, nor any other 
person (including, without limitation, the Companies or an affiliate of 
the Companies) acting on behalf of the Companies, or the Shareholder, in 
any case for which such action may be attributable to the Companies (or 
any of them) or the Shareholder, has directly or indirectly, on behalf 
of or with respect to the Companies (or any of them) or the Shareholder, 
except as listed on Schedule 3.01(W) attached hereto, (i) made any 
illegal or unlawful political contributions, (ii) made any payment which 
was not legal to make or which the Companies or the Shareholder should 
have known was not legal for the payee to receive, (iii) received any 
payment which was not legal to receive or which such Seller or the 
Shareholder should have known was not legal for the payor to make, (iv) 
had any material transaction or payment which is not properly booked in 
accordance with GAAP, (v) had any off-book bank or cash accounts or 
"slush funds" of which the Companies (or any of them) or the Shareholder 
were the 

                                 -25-
<PAGE>

beneficial owner, or (vi) given or agreed to give any material gift to 
any customer, supplier, government employee or other Person which (a) if 
not given in the past, might have had a Company Material Adverse Effect 
or (b) if not continued in the future, might materially adversely affect 
the assets, business, sales, properties, condition (financial or 
otherwise) or prospects of the Companies (or any of them) or the 
Business.

    (X)  NO BROKER.   Other than a payment to the Reed Group, all 
negotiations on behalf of the Sellers relating to this Agreement and the 
transactions contemplated by this Agreement have been carried on by the 
Sellers and their agents directly with Purchaser without the 
intervention of any other person in such manner as to give rise to any 
claim against Purchaser or its affiliates, Sellers or their affiliates 
for a brokerage commission, finder's fee or other like payment in 
connection with the consummation of the transactions contemplated hereby.

    (Y)  WARRANTY CLAIMS.  Neither of the Sellers nor the Shareholder 
know or have reason to know of any existing or threatened material 
claims, or any facts upon which a claim could be based against Companies 
(or any of them) for any products or materials sold by the Companies (or 
any of them) prior to the Closing Date which are defective or fail to 
meet any service or product warranties.  The total amount of warranty 
claims asserted against the Companies (or any of them) Companies during 
the last three (3) years prior to the date of this Agreement is listed 
on Schedule 3.01(Y) attached hereto.

    (Z)  SOLVENCY.  Neither of the Sellers are now insolvent, nor will 
any of the Sellers be rendered insolvent by the occurrence of the 
transactions contemplated by this Agreement.  In addition, immediately 
after giving effect to the consummation of the transactions contemplated 
by this Agreement, (1) the Sellers each will be able to pay its debts as 
they become due, (2) the property of each Seller does not and will not 
constitute unreasonably small capital, and each Seller will not have 
unreasonably small capital and will not have insufficient capital with 
which to conduct its present or proposed business and (3) taking into 
account pending and threatened litigation, final judgments against such 
Seller in actions for money damages are not reasonably anticipated to be 
rendered at a time when, or in amounts such that such Seller will be 
unable to satisfy any such judgments promptly in accordance with their 
terms (taking into account the maximum probable amount of such judgments 
in any such actions and the earliest reasonable time at which such 
judgments might be rendered). The cash available to each Seller, after 
taking into account all other anticipated uses of the cash of the 
Sellers will be sufficient to pay all such judgments promptly in 
accordance with their terms.  As used in this Section 3.01(Z), (x) 
"insolvent" means, for any Person, that the sum of the present fair 
saleable value of its assets does not 

                                 -26-
<PAGE>

and/or will not exceed its debts and other probable liabilities, and (y) 
the term "debts" includes any legal liability, whether matured or 
unmatured, liquidated or unliquidated, absolute, fixed or contingent, 
disputed or undisputed or secured or unsecured.

    (AA) LIST OF BANK ACCOUNTS.  Set forth on Schedule 3.01(AA) attached 
hereto is true and complete list of all depositary accounts maintained 
by the Sellers and a list of depositary institutions at which the 
Sellers (or either of them) maintain an account or deposit of any kind. 

    (AB) COMPLETENESS OF SCHEDULES AND EXHIBITS; FULL DISCLOSURE.  The 
schedules and exhibits attached hereto, where provided by or on behalf 
of the Sellers or the Shareholder present in all material respects the 
information required by this Agreement to be set forth therein.  No 
representation or warranty by the Sellers or the Shareholder herein and 
no information disclosed in the schedules and exhibits hereto supplied 
by the Sellers or the Shareholder contains any untrue statement of a 
material fact or omits to state a material fact necessary to make the 
statements contained herein or therein not misleading.  

    3.02 REPRESENTATIONS AND WARRANTIES BY PURCHASER AND THE PARENT.  
The Purchaser and the Parent, on a joint and several basis, hereby 
represent and warrant to Sellers and the Shareholder that:

    (A)  ORGANIZATION AND EXISTENCE.  The Purchaser is a corporation 
validly existing and in good standing under the laws of the State of 
Delaware.  The Parent is a corporation validly existing and in good 
standing under the laws of the State of Oklahoma.   The Parent is duly 
licensed or qualified to do business as a foreign corporation and is in 
good standing under the laws of any other state of the United States in 
which the character of the properties owned or leased by it or in which 
the transaction of its business makes such qualification necessary, 
except where the failure to be so qualified or to be in good standing 
would not have a material adverse effect on the business, results of 
operations or financial condition of Parent and its Subsidiaries taken 
as a whole (a "Parent Material Adverse Effect"). Parent has all 
requisite corporate power and authority to own, operate and lease its 
properties and carry on its business as now conducted.  Each of Parent's 
Significant Subsidiaries is a corporation or partnership duly organized, 
validly existing and in good standing under the laws of its jurisdiction 
of incorporation or organization, has the corporate or partnership power 
and authority to own its properties and to carry on its business as it 
is now being conducted, and is duly qualified to do business and is in 
good standing in each jurisdiction in which the ownership of its 
property or the conduct of its business requires such qualification, 
except for jurisdictions in which such failure to be so qualified or to 
be in 

                                      -27-
<PAGE>

good standing would not have a Parent Material Adverse Effect.  Neither 
Parent nor any Parent Subsidiary is in violation of any order of any 
court, governmental authority or arbitration board or tribunal, or any 
law, ordinance, governmental rule or regulation to which Parent or any 
of its Subsidiaries or any of their respective properties or assets is 
subject, where such violation would have a Parent Material Adverse 
Effect. Parent and its Subsidiaries have obtained all licenses, permits 
and other authorizations and have taken all actions required by 
applicable law or governmental regulations in connection with their 
business as now conducted, where the failure to obtain any such item or 
to take any such action would have a Parent Material Adverse Effect.  
The copies of Parent's Certificate of Incorporation and Bylaws 
previously delivered to Company are true and correct. 

    (B)  AUTHORITY AND APPROVAL.   The Purchaser and the Parent each 
have all requisite power and authority to execute and deliver this 
Agreement, to consummate the transactions contemplated hereby and to 
perform all the terms and conditions hereof to be performed by it.  The 
execution and delivery of this Agreement by the Purchaser and the 
Parent, the performance of it of all the terms and conditions hereof to 
be performed by it and the consummation of the transactions contemplated 
hereby have been duly authorized and approved by all requisite action on 
the part of the Purchaser and the Parent.  This Agreement constitutes 
the valid and binding obligation of the Purchaser and the Parent 
enforceable against the Purchaser in accordance with its terms except as 
such enforceability may be limited by bankruptcy, insolvency, 
moratorium, reorganization or laws affecting the rights of creditors 
generally or by general equitable principles (whether or not such 
enforceability is considered in connection of a proceeding at law or in 
equity).

    (C)  SEC REPORTS.  The Parent has filed in a timely fashion all 
forms, reports, schedules, statements and registration statements 
required to be filed by it with the Securities and Exchange Commission 
(the "Commission") since January 1, 1995 (collectively, the "SEC 
Reports").  As of their respective dates, the SEC Reports did not 
contain any untrue statement of a material fact required to be stated 
therein or necessary to make the statements therein, in light of the 
circumstances under which they were made, not misleading, except for any 
statement or omission in any SEC Report which was corrected in a later 
SEC Report.  The financial statements of the Parent included in the SEC 
Reports were prepared in accordance with generally accepted accounting 
principles applied on a consistent basis, present fairly in accordance 
with generally accepted accounting principles the consolidated financial 
position, results of operations and changes in financial position of the 
company and its consolidated subsidiaries as of the dates and for the 
periods indicated and conform in all material respects to all applicable 
requirements 

                               -28-
<PAGE>

under the Securities Exchange Act of 1934 ("Exchange Act"). Except as 
reflected in the SEC Reports, the Parent as of the date of such SEC 
Reports has no material liabilities, obligations, or claims of any 
nature (whether absolute, accrued, contingent or otherwise and whether 
due or to become due), including, without limitation, any tax 
liabilities or under funded pension plans, and the Parent does not have 
any knowledge of any basis for the existence of or the assertion against 
the Parent of any such liability, obligation or claim as of such date.   
The income of the Parent as reflected in the SEC Reports consists solely 
of ordinary operating profits and none of such income consists of (i) 
income from a source other than operations of the business of the Parent 
and its Subsidiaries or (ii) a transaction outside the ordinary course 
of business of the Parent (whether or not such transaction would 
otherwise be considered extraordinary under GAAP). 

    (D)  ABSENCE OF CERTAIN CHANGES.  Except as disclosed in the SEC 
Reports, since December 31, 1996, the Parent has conducted its business 
in the ordinary and usual course in all material respects and there has 
not been any material adverse change in the financial condition, 
properties, business, results of operations or prospects of the Parent.  
Except as set forth on Schedule 3.02(D) attached hereto, since December 31,
1996, there has not been:

         (i)  any material adverse change in the business, properties, 
    assets of the Parent;
    
        (ii)  any damages, destruction or loss, whether covered by insurance 
    or not, which has had, or might be expected to have, a material adverse 
    effect on the Parent;
    
       (iii)  any material change by the Parent in accounting methods or 
    principles which would be required to be disclosed under GAAP;
    
        (iv)  other than in connection with the exercise of stock options, 
    any issuance by the Parent or any of them of any shares of capital stock;
    
         (v)  any sale, lease or other disposition of properties and assets 
    of the Parent, except in the ordinary course of business;
    
        (vi)  any merger or consolidation of the Parent with any other 
    corporation, partnership, limited liability company, person or entity or 
    any acquisition by the Parent of the stock or business of another 
    corporation, partnership, limited liability company or other entity;
    
                                      -29-
<PAGE>

       (vii)  any borrowing, or agreement to borrow funds, by the Parent or 
    any termination or material amendment of any evidence of indebtedness, 
    contract, agreement, deed, mortgage, lease, license or other instrument, 
    commitment or agreement to which the Parent is bound or by which its 
    properties are bound is material to the business, condition (financial 
    or otherwise), results of operation or prospects of the Parent and its 
    Subsidiaries taken as a whole;
    
      (viii)  any declaration or payment of any dividend on, or any other 
    distribution with respect to, the equity securities of the Parent;
    
        (ix)  any material increase in the compensation payable or to become 
    payable by the Parent to the directors, officers or employees of the 
    Parent, or any increase in benefits or benefit plan costs (other than 
    costs outside of the control of the Parent), or any increase in any 
    bonus, insurance, pension, compensation or other benefit plan made for 
    or with or covering any directors, officers or directors;
    
         (x)  any reclassification of any asset or liability;
    
        (xi)  any material amendment, modification, or termination of any 
    contract, agreement, plan or commitment;
    
       (xii)  any mortgage, pledge, grant of any lien or security interest 
    or other encumbrance of any asset of the Parent;
    
      (xiii)  any waiver or release of any right or claim of the Parent that 
    singly, or in the aggregate, is material to the business, assets, 
    condition (financial or otherwise), results of operation or prospects of 
    the Parent and its Subsidiaries taken as a whole;
    
       (xiv)  any significant labor trouble or any damage, destruction or 
    loss of property by fire or other casualty, whether or not covered by 
    insurance, adversely affecting the property, assets, condition 
    (financial or otherwise), prospects of the Parent and its Subsidiaries 
    taken as a whole or any related property;
    
        (xv)  removal, from any building, facility or real property of any 
    of the assets of the Parent or its Subsidiaries; or
    
      (xvii)  any contract, understanding or commitment to do any of the 
    foregoing.

                                        -30-
<PAGE>

    (E)  LITIGATION.  Except as disclosed in the SEC Reports, there is 
no claim, suit, action or proceeding pending or, to the knowledge of the 
Parent, threatened against or affecting the Purchaser or the Parent 
which can reasonably be expected to affect materially and adversely the 
business, properties, financial condition or prospects of the Purchaser 
or the Parent.  There is no outstanding order, writ, injunction or 
decree or, to the knowledge of the Purchaser and the Parent, any claim 
or investigation of any court, governmental agency or arbitration 
tribunal materially and adversely affecting or which can reasonably be 
expected to materially and adversely affect the Purchaser, the Parent or 
their properties, assets or business, franchises, licenses or permits 
under which it operates.  

    (F)  TAXES.  Parent and each of its Subsidiaries (i) have timely 
filed all material federal, state and foreign tax returns required to be 
filed by any of them for tax years ended prior to the date of this 
Agreement or requests for extensions have been timely filed and any such 
request shall have been granted and not expired, and all such returns 
are complete in all material respects, (ii) have paid or accrued all 
taxes shown to be due and payable on such returns, (iii) have properly 
accrued all such taxes for such periods subsequent to the periods 
covered by such returns, and (iv) have "open" years for federal income 
tax returns only as set forth in the Schedule 3.02(F) attached hereto.

    (G)  COMPLIANCE WITH LAWS.  The Parent and each Subsidiary has 
complied with and is currently complying with all applicable federal, 
state and local laws, rules, ordinances and regulations, the 
noncompliance with which would have a Parent Material Adverse Effect.  

    (H)  CONTRACTS, AGREEMENTS, PLANS AND COMMITMENTS.  Schedule 3.02(H) 
attached hereto sets forth a list of all material written and oral 
agreements, if any, contracts, agreements, plans and commitments, 
including all amendments, modifications and supplements thereto, to 
which the Parent or its Subsidiaries are a party or by which the Parent, 
its Subsidiaries or any of their assets or properties are bound as of 
the date hereof (the "Parent Contracts").  For the purposes of this 
Section 3.02(H), a contract shall be considered material if such 
contract or any series of similar contracts involving the same subject 
matter involves $100,000 or more in services to be rendered or 
obligations during any twelve month period.  Also set forth on Schedule 
3.02(H) is a list of all agreements for the provision of compression 
services by the Parent identifying the horsepower or type of equipment 
being leased, the amount of the rental for such contract and the term of 
such contract, provided, however that until the Customer Disclosure 
Date, such schedule will not include any information concerning the 
location of such equipment or the identity of the customer of the Parent 
with respect to such contract.   The Parent and its 

                                   -31-
<PAGE>

Subsidiaries have each complied with the provisions of all Contracts and 
no default or event of default exists under any of such agreements and 
such agreements constitute valid and legally binding obligations of the 
Parent and its Subsidiary and to best knowledge of the Parent of each 
other Person that is a party thereto enforceable against each party in 
accordance with their terms, except as such enforceability may be 
limited by bankruptcy, insolvency, reorganization, moratorium or similar 
laws affecting the rights of creditors generally and by general 
equitable principles (whether or not such enforceability is considered 
in a proceeding at law or in equity).  To the best of the Parent's 
knowledge, the Contracts comprise all of the contracts, agreements, 
plans and commitments required in order to conduct the business of the 
Company and the Subsidiary as it has been and is now conducted. 

    (I)  EMPLOYEE BENEFIT MATTERS.

         (i)  Schedule 3.02(I) attached hereto sets forth each "employee 
    benefit plan" (within the meaning of Section 3(3) of ERISA), stock 
    purchase plan, stock option plan, fringe benefit plan, bonus plan and 
    any other deferred compensation agreement or plan or funding arrangement 
    sponsored, maintained or to which contributions are made (a "Parent 
    Plan") by the Parent, any Subsidiary, or any of their affiliates or any 
    other organization which is a member of a controlled group of 
    organizations (within the meaning of Sections 414(b), (c), (m) or (o) of 
    the Code of which the Parent or any of the Subsidiaries is a member.
    
        (ii)  The Parent has delivered to the Company current, accurate and 
    complete copies of each Parent Plan (including all trust agreements, 
    funding vehicles and other instruments relating thereto) and, to the 
    extent applicable, copies of the most recent (a) Internal Revenue 
    Service determination letter and any outstanding request for a 
    determination letter for each Parent Plan; (b) Form 5500; (c) attorneys' 
    response to an auditor's request for information for any Parent Plan; 
    and (d)  any ruling letter and any outstanding request for a ruling 
    letter with respect to the tax-exempt status of any voluntary employees' 
    beneficiary association ("VEBA") which is implementing any Parent Plan.
    
       (iii)  With respect to each Parent Plan: (a) each Parent Plan which 
    is an "employee pension benefit plan" (as such term is defined in ERISA 
    Section 3(2)) has received a favorable determination letter as to its 
    qualification under the Code; (b) each VEBA which is intended to 
    implement any Parent Plan has received a favorable ruling or 
    determination letters to its tax-exempt status; (c) all forms, documents 
    and other materials have been filed with the Securities and Exchange 
    Commission or otherwise distributed as required by the 

                                        -32-
<PAGE>

    Securities Act of 1933 or the Exchange Act or any regulation or rule 
    promulgated thereunder; and (d) there are no leased employees (as such 
    term is defined in Code Section 414(n)) that must be taken into account 
    with respect to the requirements set forth under Code Section 414(n)(3).
    
        (iv)  Neither the Parent nor any Subsidiary presently maintains, or 
    within the last 60 months has  maintained any (a) "multiemployer plan" 
    (within the meaning of Section 3(37) of ERISA), or (b) defined benefit 
    plan.
    
        (v)   With respect to any Parent Plan which is an employee welfare 
    benefit plan (within the meaning of ERISA Section 3(1)): (a) each and 
    every Parent Plan which is a group health plan (as such term is defined 
    in Code Section 5000(b) complies in all material respects with the 
    applicable requirements of Code Section 4980B; and (b) each Parent Plan 
    (including any Parent Plan covering former employees of the Parent) may 
    be amended or terminated by the Parent or any Subsidiary on or at any 
    time after the Closing Date.

       (vi)   Neither the Parent nor any Subsidiary maintains any 
    post-retirement health and life insurance plans for employees and 
    retirees.

    (J)  ENVIRONMENTAL COMPLIANCE.  Except as set forth on Schedule 
3.02(J) attached hereto:

         (1)  The Parent and each of its Subsidiaries are in compliance in 
    all material respects with all applicable Environmental Laws and has 
    obtained and is in compliance with all permits, licenses and other 
    authorizations required under any Environmental Law.  There is no past 
    or present event, condition or circumstance that is likely to interfere 
    with the conduct of the business of the Parent or any of its 
    Subsidiaries in the manner now conducted or which would interfere in any 
    material respect with the Parent's or any of its Subsidiaries' 
    compliance with Environmental Laws or constitute a violation thereof.
    
         (2)  Neither the Parent nor any of its Subsidiaries has leased, 
    operated or owned any facilities or real property with respect to which 
    the Parent or such Subsidiary is subject to any actual or, to the 
    knowledge of the Parent, after due inquiry, potential action, claim, 
    investigation, review or other proceeding before any governmental, 
    judicial or regulatory body, under any Environmental Law.
    
                                     -33-
<PAGE>

         (3)  Except as discussed in Schedule 3.02(J), neither the Parent 
    nor any of its Subsidiaries has sent Hazardous Substances to any offsite 
    commercial waste management facilities for reuse, recycling, 
    reclamation, treatment, storage or disposal.
    
         (4)  Neither the Parent nor any of its Subsidiaries is subject to 
    any actual, or, to the knowledge of the Parent, after due inquiry, 
    potential proceeding under any Environmental Law with respect to any 
    such facility presently or previously used by the Company, or any of its 
    Subsidiaries.
    
         (5)  There are no Hazardous Substances in any inactive, closed or 
    abandoned storage or disposal areas or facilities on property currently 
    or in the past leased, operated or owned by the Parent or any or its 
    Subsidiaries.
    
         (6)  No property currently, or in the past, leased operated or 
    owned by the Parent or any of its Subsidiaries is subject to actual or, 
    to the knowledge of the Parent, after due inquiry, potential 
    investigation by federal, state or local officials or private litigation 
    as a result of any previous onsite management, treatment, storage or 
    disposal of Polluting Substances.

         (7)  There are no above-ground or underground storage tanks located 
    on any property owned or leased by the Parent or any Subsidiary.

    (K)  INSURANCE.  Schedule 3.02(K) attached hereto sets forth a list 
of all insurance policies of the Parent by which the Parent, its 
Subsidiaries or any of their assets or properties have been covered for 
the last three (3) years and those policies which are now in full force 
and effect.  The Parent agrees to use its best efforts to maintain the 
existing policies (which are presently in force) in full force and 
effect at all times from the date of this Agreement until the Closing 
Date. The insurance policies set forth on Schedule 6.15 attached hereto 
provide insurance against the risks involved in the operation of the 
business of the Parent and its Subsidiaries which are standard in the 
industry.  Neither the Parent nor any or its Subsidiaries have received 
notice from any insurance carrier of the intention of such carrier to 
discontinue any insurance coverage afforded to the Parent or any of its 
Subsidiaries.

    (L)  PATENTS, TRADEMARKS AND COPYRIGHTS.  Schedule 3.02(L) attached 
hereto includes a true and complete list and description of all 
Intellectual Property applied for, issued to, or owned or used by Parent 
or any of its Subsidiaries or under which any of the Parent or its 
Subsidiaries are licensed or franchised.  Each of the Parent and its 
Subsidiaries possess full rights, licenses or other 

                                  -34-
<PAGE>

authority to use all such Intellectual Property.  All licenses are in 
full force and effect and constitute legal, valid and binding 
obligations of the parties thereto, and there has not been any default 
or alleged default (or any event or condition which with notice, lapse 
of time or both would become a default) thereunder.  Provided the 
consents described in Schedule 6.16 attached hereto are obtained, the 
occurrence of the Closing will not affect the validity, continuation or 
effectiveness of any such rights on their present terms.  Each of the 
Parent and its Subsidiaries own or hold adequate licenses or other 
rights to use all Intellectual Property necessary for the conduct of 
their business as it has been and is now conducted, and that use does 
not and will not conflict with, infringe on or otherwise violate any 
rights of others. None of the Parent or its Subsidiaries have received 
notice, or have knowledge of, any infringements or unauthorized or 
unlawful use of such Intellectual Property by themselves or others or 
any allegation that they have infringed similar properties of others.

    (M)  PERMITS.  Schedule 3.02(M) attached hereto includes a true and 
complete list of all material Permits or the Parent and its Subsidiaries 
(the "Parent Permits").  The Parent Permits are in full force and effect 
and comprise all the governmental authorizations necessary or desirable 
for the lawful conduct of the Business as it has been and is now 
conducted.  

    (N)  PERSONNEL DATA; LABOR RELATIONS.

         (i)  Schedule 3.02(N) attached hereto is a list of all employees of 
    the Parent and its Subsidiaries, their current rates of compensation, 
    their length of service with the Parent or the applicable Subsidiaries, 
    and a complete and accurate description of all practices, policies, 
    understandings and agreements with such persons relating to their 
    employment.  All contracts and arrangements with employees are in full 
    force and effect, and neither the Parent, any Subsidiary nor any other 
    person is in default under either of them.  Each of the Parent and its 
    Subsidiaries in the conduct of their affairs and business have each 
    complied in all material respects with all applicable laws and 
    regulations relating to the employment of labor including those related 
    to wages, hours, discrimination, employee pension and welfare benefit 
    plans, collective bargaining, and the payment of Social Security or 
    similar taxes, and each of the Parent and its Subsidiaries have withheld 
    and paid to the appropriate governmental authority, all amounts required 
    by law or agreement to be withheld from wages or salaries of such 
    employees.  All increases in compensation during the eighteen month 
    period prior to the execution of this Agreement are described on 
    Schedule 6.18.

                                     -35-
<PAGE>

         (ii)  There is no pending, or, to the Parent's knowledge, any 
     threatened labor dispute, strike or lockout, slow-down, stoppage, unfair 
     labor practice complaint, grievance procedure or arbitration proceeding 
     relating to the Parent or any of its Subsidiaries or affecting their 
     respective business.  No representation question now exists respecting 
     the Parent or any of its Subsidiaries and no collective bargaining 
     agreement is currently being negotiated.  Neither the Parent nor any of 
     its Subsidiaries have received any notification of any unfair labor 
     practices charges or complaints pending before any agent having 
     jurisdiction over any of the Parent or its Subsidiaries.  The Parent is 
     not aware of any union organizing activities or proceedings involving, 
     or act pending petition for the recognition of, a labor union or 
     association as the exclusive bargaining agent for any group or groups of 
     employees of the Parent or any of its Subsidiaries.

        (iii)  Attached hereto as Schedule 6.18(ii) are copies of all 
     Occupational Safety and Health Administration ("OSHA") reports having to 
     do with the Parent and each of its Subsidiaries, their operations or 
     their business and received by the Parent or any Subsidiary during the 
     last twelve months.  No other oral or written complaints or notices have 
     been received from OSHA, and no other complaints, or notices have been 
     received from other regulatory agencies or offices having jurisdiction 
     over the Parent or any or its Subsidiaries during the last twelve month 
     period.

    (O)  BROKERS.  All negotiations on behalf of the Purchaser and the Parent 
relating to this Agreement and the transactions contemplated by this 
Agreement have been carried on by the Parent, the Purchaser, the Companies, 
the Shareholder and their agents directly with the Sellers, the Shareholder, 
the Parent and the Purchaser without the intervention of any other person in 
such manner as to give rise to any claim against the Sellers or the Purchaser 
or their affiliates for a broker's commission, finder's fee or like payment 
in connection with the consummation of the transactions contemplated herein.

    (P)  NO VIOLATION.  Neither the execution and delivery of this Agreement 
by the Parent or the Purchaser, nor the consummation by the Parent or the 
Purchaser of the transactions contemplated by this Agreement shall conflict 
with or result in the breach of, or constitute a default under, or result in 
the creation or imposition of any lien, charge or encumbrance of any nature 
upon the properties or assets of the Purchaser or the Parent under any of the 
terms, conditions or provisions of its charters or bylaws or any similar 
corporate documents of the Purchaser or the Parent or of any mortgage, 
indenture, deed of trust, loan or credit agreement or other agreement or 
instrument to which the Purchaser or the Parent are a party or by which such 
person or its properties are 

                                       -36-

<PAGE>

bound, in each case where such would have a material adverse effect upon the 
business, as currently conducted, the results of operations, condition 
(financial or otherwise) or prospects of the Purchaser and the Parent taken 
as a whole.

    (Q)  IMPROPER PAYMENTS.  Neither the Parent, the Purchaser nor any 
officer, agent or employee of the Parent or the Purchaser nor any distributor 
or licensee of any of the foregoing, nor any other Person (including, without 
limitation, any affiliate of the Parent) acting on behalf of the Parent, in 
any case for which such action may be attributable to the Parent has directly 
or indirectly, on behalf of or with respect to the Parent, except as listed 
on Schedule 3.02(Q) attached hereto, (i) made any illegal or unlawful 
political contributions, (ii) made any payment which was not legal to make or 
which the Parent should have known was not legal for the payee to receive, 
(iii) received any payment which was not legal to receive or which the Parent 
should have known was not legal for the payor to make, (iv) had any material 
transaction or payment which is not properly booked in accordance with GAAP, 
(v) had any off-book bank or cash accounts or "slush funds" of which the 
Parent was the beneficial owner, or (vi) given or agreed to give any material 
gift to any customer, supplier, government employee or other Person which (a) 
if not given in the past, might have had a Parent Material Adverse Effect or 
(b) if not continued in the future, might adversely affect the assets, 
business, sales, properties, condition (financial or otherwise) or prospects 
of the Parent.

    (R)  COMPLETENESS OF SCHEDULES AND EXHIBITS; FULL DISCLOSURE.  The 
schedules and exhibits attached hereto, where provided by or on behalf of the 
Purchaser or the Parent completely and correctly present in all material 
respects the information required by this Agreement to be set forth therein.  
No representation or warranty by the Parent or the Purchaser herein and no 
information disclosed in the schedules and exhibits hereto supplied by the 
Purchase or the Parent contains any untrue statement of a material fact or 
omits to state a material fact necessary to make the statements contained 
herein or therein not misleading.  

                                      ARTICLE IV

                         ADDITIONAL AGREEMENTS AND COVENANTS

    4.01 COVENANTS OF THE SELLERS.  The Sellers and the Shareholder, on a 
joint and several basis, covenant and agree with the Purchaser and the Parent 
as follows:

    (A)  CERTAIN CHANGES.  Except as expressly may be permitted or 
contemplated hereunder or under the Merger Agreement, or set forth in the 
schedules attached hereto, the Sellers covenant that, from the date hereof 
until the Closing Date, without first obtaining the 


                                       -37-

<PAGE>

written consent of the Purchaser, the Companies will not and the Shareholder 
shall not cause the Sellers, or the Business to:

          (i)  make any material change in the conduct of their business or 
     operations;

         (ii)  engage in any activity or transaction outside the ordinary 
     course of business;

        (iii)  terminate, amend, modify or change any Scheduled Contract, 
     Lease or agreement required to be disclosed pursuant to Sections 3.01(J) 
     or (L) other than in the ordinary course of business;

         (iv)  declare, set aside or pay any dividends, or make any 
     distributions, in respect to its equity securities, or repurchase, 
     redeem or otherwise acquire any such securities; 

          (v)  merge into or with or consolidate with any other person or 
     acquire all or substantially all of the business or assets of any other 
     Person;

         (vi)  make any change in its articles of incorporation or bylaws or 
     equivalent governing instruments;

       (viii)  increase or decrease the indebtedness of the Companies (or any 
     of them) or their affiliates except for indebtedness incurred in the 
     ordinary course of business consistent with prior practices;

         (ix)  other than pursuant to existing contracts or commitments, 
     sell, lease or otherwise dispose of any of the Property, other than in 
     the ordinary and usual course of business;

          (x)  grant any increase in compensation or pay or agree to pay or 
     accrue any bonus or like benefit to or for the benefit of any director, 
     officer, employee or other Person, provided that the Sellers may 
     continue to pay their field personnel bonuses in accordance with the 
     Sellers' past practices;

         (xi)  file any motion, order, brief, settlement offer or other 
     papers in any proceedings; 

        (xii)  enter into any single agreement or agreements of similar 
     nature with the same party or its affiliates are outside of the ordinary 
     course of business or which involves 


                                       -38-

<PAGE>

     capital expenditures of $200,000 for any single transaction or $500,000 in
     the aggregate; or

        (xiv)  commit itself to do any of the foregoing.

    (B)  OPERATION OF BUSINESS.  The Sellers and the Shareholder covenant and 
agree with the Purchaser and the Parent that from the date hereof until the 
Closing Date, except as permitted hereunder or contemplated hereunder or as 
consented to in writing by Purchaser, the Companies shall carry on their 
respective business in the usual and ordinary course and shall use their best 
efforts to preserve and maintain their business organization, employees and 
advantageous business relationships.

    (C)  ACCESS.  Subject to the terms of the Confidentiality Agreement, the 
Sellers will each afford to the Purchaser, the Parent and their authorized 
representatives access from the date hereof until the Closing Date, during 
normal business hours, to the Sellers' personnel, agents and representatives, 
property, books and records and will cause the Companies to furnish to the 
Purchaser and the Parent any and all information as such Party may request.  
The Companies will cooperate with the Purchaser's accountants who will be 
conducting and auditing of historical financial information of the Companies. 
The Purchaser shall have the right at its sole cost to conduct soil borings 
and tests to determine the geologic subsurface and any possible existence of 
toxic and hazardous materials on, about or under the Real Property and, 
subject to the consent of the applicable landowner, any Property leased by 
the Companies.  The Purchaser intends to conduct and the Companies and the 
Shareholder shall permit the Purchaser or its representative to conduct a 
Phase I Environmental Assessment of the Real Property and, subject to the 
consent of the applicable landowner, the other property leased by the 
Companies on or before the Closing Date and if such Phase I Environmental 
Assessment indicates any potential problems, then the Purchaser may conduct 
further tests and the Sellers and the Shareholders shall permit the Purchaser 
to conduct such assessments.

    (D)  REASONABLE COMMERCIAL EFFORTS.  The Sellers and the Shareholder will 
use reasonable commercial efforts to obtain the satisfaction of the 
conditions to the Closing set forth in Section 5.01 hereof and the 
consummation of the Merger as set forth in the Merger Agreement.  In 
addition, the Shareholder agrees (i) to use reasonable commercial efforts to 
cause the shareholders and members of the Sellers to approve the transactions 
contemplated by this Agreement on or before the Schedule Delivery Date and 
(ii) to vote in favor of the transactions contemplated hereby. 
Notwithstanding anything herein to the contrary, however nothing in this 
Agreement shall limit the right of any Seller to terminate this Agreement in 
accordance with Section 1.04 or the applicable provisions of Section 6.01.


                                       -39-

<PAGE>


    (E)  CONFIDENTIALITY.  After the Closing Date, (except as may be required 
by the terms of Andy Payne's, Dan McCormick's or the Shareholder's employment 
with the Purchaser under the Shareholder Employment Agreement (as hereinafter 
defined) or any other employment agreement between the Purchaser and Andy 
Payne, and between the Purchaser and Dan McCormick, or as may be necessary 
for the Shareholder, Andy Payne or Dan McCormick to perform his duties under 
any such contract) neither the Sellers (or either of them), Andy Payne, Dan 
McCormick nor the Shareholder shall, directly or indirectly, disclose or 
provide to any other Person any non-public information of a confidential 
nature concerning the business or operations of the Companies or the 
Business, except as is required in governmental filings or judicial, 
administrative or arbitration proceedings, but if the Sellers, or the 
Shareholder propose to make any disclosure in reliance on the foregoing 
exception, Sellers shall, at least five (5) business days prior to such 
disclosure, provide to Purchaser the information proposed to be disclosed to 
such other person, as well as the facts and circumstances involved and the 
reason Sellers, or the Shareholder are required to make such disclosure.

    (F)  PUBLIC ANNOUNCEMENTS.  Subject to applicable securities law or stock 
exchange requirements, at all times until the Closing Date, Sellers and the 
Shareholder shall promptly advise, and obtain the approval of Purchaser 
before issuing or permitting any of Companies' or the Shareholder directors, 
officers, employees or agents to issue any press release with respect to this 
Agreement or the transactions contemplated hereby.

    (G)  NOTICE.  The Sellers and the Shareholder shall each give written 
notice to the Purchaser and the Parent promptly after the Sellers and the 
Shareholder obtain knowledge of the occurrence, or promptly after receipt by 
the Sellers, the Shareholder or any of their respective affiliates of any 
notice claiming or alleging the occurrence of any event or omission which 
would result in (i) any of Sellers' or the Shareholder's representations or 
warranties being or becoming inaccurate or misleading or (ii) any breach by 
Sellers (or either of them) or the Shareholder of this Agreement.

    (H)  NON-COMPETITION.  During the five (5) year period following the 
Closing Date (the "Non-Competition Period"), the Sellers and the Shareholder 
each agree that such Party shall not, directly or indirectly, either as an 
employee, employer, consultant, agent, lender, principal, partner, 
stockholder, corporate officer, director or in any other individual or 
representative capacity, engage or participate (whether directly or 
indirectly) in any compression services business that is in competition in 
any manner whatsoever with the Business, in the states of Texas, Arkansas, 
Kansas, Oklahoma and the parishes in Louisiana listed on Schedule 4.01(H) 
attached hereto; provided, however, that this Section 4.01(H) shall not 
prohibit the 

                                       -40-

<PAGE>

Shareholder from owning 5% or less of the stock of a public company engaged 
in the compression services business.  Notwithstanding any provision of this 
Agreement to the contrary, if the Shareholder is terminated without cause 
under the Shareholder Employment Agreement, then the covenant not to compete 
set forth herein shall terminate one year following such termination without 
cause.

    (I)  NON-SOLICITATION AND NON-HIRING.  During the Non-Competition Period, 
the Sellers and the Shareholder each agree (i) not to, directly or 
indirectly, call on or solicit, for the purposes of engaging in activity that 
could be competitive with the Business on the Closing Date, any Person, firm, 
corporation or other entity who or which during the last five years prior to 
the action by the Sellers and the Shareholder which is in violation of this 
Section 4.01(I) was or had been a customer, referral source, supplier, 
distributor, of the Sellers, the Parent, the Purchaser, any of their 
affiliates or the Business and (ii) not to hire or offer to hire any 
employees of the Companies or the Business.  Notwithstanding any provision of 
this Agreement to the contrary, if the Shareholder is terminated without 
cause under the Shareholder Employment Agreement, then the restriction set 
forth herein shall terminate one year following such termination without 
cause.

    (J)  REASONABLENESS OF RESTRICTIONS.  The Sellers and the Shareholder 
each agree that (1) the covenants contained in Sections 4.01(E), (H) and (I) 
hereof are necessary (a) for the protection of the Purchaser's, the Parents 
and their affiliates' business goodwill and trade secrets, and (b) for the 
Purchaser to realize the benefits of this Agreement including the acquisition 
of all of the goodwill of the Business and the Companies, (2)  neither the 
Sellers (or either of them) nor the Shareholder are, and under this 
Agreement, will not be engaged in a common calling, and (3) if the scope of 
any restriction contained in Sections 4.01(E), (H) and (I) hereof is too 
broad to permit enforcement of such restriction to its full extent, then such 
restriction shall be enforced to the maximum extent permitted by law, and the 
Parties hereto hereby consent that such scope may be judicially modified 
accordingly in any proceeding brought to enforce such restriction.  The 
existence of any claim or cause of action of any of the Sellers or the 
Shareholder against the Purchaser or the Parent, whether predicated on this 
Agreement or otherwise, shall not constitute a defense to the enforcement by 
the Purchaser or the Parent of these covenants. 

    (K)  ENFORCEMENT.  The Sellers and the Shareholder each acknowledges that 
the restrictions contained in Sections 4.01(E), (H) and (I) hereof are (1) 
reasonable and necessary to protect the legitimate interests of the 
Purchaser, the Parent and their affiliates, (2) that the Purchaser and the 
Parent would not have entered into this Agreement in the absence of such 
restrictions, (3) that such restrictions are necessary for the Purchaser and 
the Parent to realize the benefits contemplated by the Purchaser and 


                                       -41-

<PAGE>

the Parent of the Business, including the acquisition of the goodwill of the 
Business and the Companies, (4) that the Purchaser would not consummate the 
purchase of the Property but for such restrictions, and (5) that any 
violation of any provision of those Sections will result in irreparable 
injury to the Purchaser and the Parent.  The Sellers and the Shareholder each 
acknowledge that the Purchaser and the Parent each shall be entitled to 
preliminary and permanent injunctive relief, which right shall be cumulative 
and in addition to any other rights or remedies to which the Purchaser or the 
Parent may be entitled, subject to the terms of the Indemnification 
Agreement. 

    (L)  EXCLUSIVITY.   During the term of this Agreement neither the Sellers 
nor the Shareholder shall solicit, entertain or negotiate with respect to any 
offer to acquire the Sellers, the Business, the Property or the securities or 
ownership interest of the Sellers from any other person.  During the term of 
this Agreement, neither the Sellers nor the Shareholder shall provide 
information to any other person in connection with a possible acquisition of 
the Sellers, the Business, the Property or the securities or ownership 
interest of the Sellers.  Immediately upon receipt of any such unsolicited 
offer, the Sellers and/or the Shareholder will communicate the terms of any 
proposal or request for information and the identity of parties involved.

    (M)  NAME CHANGE.   At or immediately following the Closing, the Sellers 
will change their names and no longer use the name "Ouachita" in their names. 

    4.02 COVENANTS OF THE PURCHASER.  The Purchaser and the Parent, on a 
joint and several basis, covenant and agree with the Sellers and the 
Shareholder as follows:

    (A)  CERTAIN CHANGES.  Except as expressly may be permitted hereunder, or 
set forth in the schedules attached hereto, the Company covenants that, from 
the date hereof until the Closing Date, without first obtaining the written 
consent of the Shareholder, the Parent will not:

          (i)  make any material change in the conduct of its business or 
     operations;

         (ii)  engage in any activity or transaction outside the ordinary 
     course of business;

        (iii)  terminate, amend, modify or change any Scheduled Contract, 
     Lease or agreement required to be disclosed pursuant to this Agreement;

                                       -42-

<PAGE>

         (iv)  declare, set aside or pay any dividends, or make any 
     distributions, in respect to its equity securities, or repurchase, 
     redeem or otherwise acquire any such securities; 

          (v)  merge into or with or consolidate with any other person or 
     acquire all or substantially all of the business or assets of any other 
     Person;

         (vi)  make any change in its articles of incorporation or bylaws or 
     equivalent governing instruments;

        (vii)  purchase any securities of any Person;

       (viii)  increase or decrease the indebtedness of the Parent or its 
     Subsidiaries except for indebtedness incurred in the ordinary course of 
     business consistent with prior practices;

         (ix)  other than pursuant to existing contracts or commitments, 
     sell, lease or otherwise dispose of any of the Property, other than in 
     the ordinary and usual course of business;

          (x)  grant any increase in compensation or pay or agree to pay or 
     accrue any bonus or like benefit to or for the benefit of any director, 
     officer, employee or other Person;

         (xi)  file any motion, order, brief, settlement offer or other 
     papers in any proceedings; 

       (xii)   enter into any single agreement or agreements of similar 
     nature with the same party or its affiliates outside the ordinary course 
     of business or which involves capital expenditures of $200,000 for any 
     single transaction or $500,000 in the aggregate; or

        (xiv)  commit itself to do any of the foregoing.

    (B)  OPERATION OF BUSINESS.  The Parent covenants and agrees with the 
Company and the Shareholder that from the date hereof until the Closing Date, 
except as permitted hereunder or contemplated hereunder or as consented to in 
writing by the Shareholder, the Parent and its Subsidiaries shall carry on 
their respective business in the usual and ordinary course and shall use 
their best efforts to preserve and maintain their business organization, 
employees and advantageous business relationships.

    (C)  ACCESS.  Subject to the term of that certain Confidentiality 
Agreement, the Parent will afford to the Company, the Shareholder and their 
authorized representatives access from the date hereof until the Closing 
Date, during normal business hours, to the Parent's personnel, agents and 
representatives, 

                                       -43-

<PAGE>

property, books and records and will cause the Parent's Subsidiaries to 
furnish to the Company and the Shareholder any and all information as such 
Party may request.   

    (D)  REASONABLE COMMERCIAL EFFORTS.  The Purchaser and the Parent will 
each use reasonable commercial efforts to obtain the satisfaction of the 
conditions to the Closing set forth in Section 5.02.

    (E)  PRESERVATION OF BOOKS AND RECORDS.  For a period of five (5) years 
after the Closing Date, the Purchaser shall (1) preserve and retain the 
corporate, accounting, legal, auditing and other books and records of the 
Companies relating to any governmental or non-governmental actions, suits, 
proceedings, or investigations arising out of the conduct of the business and 
operations of the Companies prior to the Closing Date in which the Companies 
and the Shareholder are a party, and (2) make such books and records 
available at the then current administrative headquarters of Purchaser to the 
Sellers, the Shareholder and their officers, employees and agents, upon 
reasonable notice and at reasonable times, at such parties sole risk and 
cost. The Sellers and the Shareholder shall be entitled to make copies of any 
such books and records as that shall deem necessary at their sole cost and 
expense.  The Purchaser agrees to permit representatives of the Sellers or 
the Shareholder to meet with employees of the Purchaser on a mutually 
convenient basis in order to enable the Sellers or the Shareholder to obtain 
additional information and explanations of any materials provided pursuant to 
this Section 4.02(E).  If any such records are to be destroyed by the 
Purchaser or the Parent after the aforementioned five year period, the 
Purchaser or the Parent, as the case may be, shall first offer such records 
to the Shareholder and shall return the same to him should he so desire.

    (F)  PUBLIC ANNOUNCEMENTS.  Subject to applicable securities law or stock 
exchange requirements, at all times until the Closing Date, the Purchaser 
shall promptly advise, and obtain the approval of the Sellers before issuing, 
or permitting any of the Purchaser's directors, officers, employees or 
agents, or any of the Purchaser's subsidiaries, to issue any press release 
with respect to this Agreement or the transactions contemplated hereby.

    (G)  CONFIDENTIAL INFORMATION.  In the event that the Agreement is 
terminated or, if not terminated, until the Closing Date, the confidentiality 
of any data or information received by Purchaser regarding the business and 
assets of the Companies shall be maintained by Purchaser and their 
representatives in accordance with the Confidentiality Agreement, provided, 
however, that nothing in this Section 5.02(D) shall prohibit the Purchaser 
from making any press release or filings required, in the opinion of the 
Purchaser, under the securities laws with respect to the transactions 
contemplated in the Agreement.
    

                                       -44-

<PAGE>

    (H)  CONDUCT OF BUSINESS.   The Parent and the Purchaser are currently 
engaged only in the businesses disclosed in its current SEC Reports and have 
no intentions to engage in any different lines.  For a period ending at the 
earlier of (a) four (4) years from the Closing Date, or (b) such time that 
the Shareholder (including his ex-spouse and his children) owns less than 
fifteen per cent (15%) of the Parent Common Stock, Parent agrees not to enter 
any new line of business outside the compression services business and any 
business reasonably related thereto or to expand through a substantial 
investment or series of investments the domestic oil and gas exploration 
business of the Parent, as described in the Parent's most recent 10-K annual 
report, without the written prior approval of the Shareholder, which approval 
will not be unreasonably withheld. 

    (I)  GUARANTEE OF COMPRESSOR LEASES.   Following the Closing, the 
Purchaser will use reasonable efforts to cause the lessors on three equipment 
leases described on Schedule 4.02(I) to release the guarantee of the 
Shareholder and if the Purchaser is unsuccessful in obtaining such release, 
then the Purchaser shall indemnify and hold the Shareholder harmless from any 
liability due to such guarantees.

                                      ARTICLE V

                                CONDITIONS TO CLOSING

    5.01 CONDITIONS TO THE OBLIGATIONS OF THE PURCHASER AND THE PARENT.  The 
obligations of the Purchaser and the Parent to proceed with the Closing are 
subject to the satisfaction on or prior to the Closing Date of all of the 
following conditions, any one or more of which may be waived in writing, in 
whole or in part, by the Purchaser and the Parent; provided, however, that no 
such waiver of a condition shall constitute a waiver by the Purchaser or the 
Parent of any of their other rights or remedies, at law or in equity, if the 
Sellers (or either of them) or the Shareholder shall be in breach or default 
of any of such Party's representations, warranties or covenants under or 
contained in this Agreement:

    (A)  COMPLIANCE.  The Sellers and the Shareholder shall each have 
performed, satisfied and complied with their respective covenants and 
agreements contained herein, each of their representations and warranties 
contained in Section 3.01 hereof shall be true on and as though made on and 
as of the Closing Date, and each of the conditions specified in this 
Agreement has been satisfied on or before the Closing Date.


                                       -45-

<PAGE>

    (B)  OFFICERS' CERTIFICATE.   The Purchaser and the Parent shall have 
received a certificate, dated the Closing Date from the chief executive 
officer of each of the Sellers and the Shareholder certifying that the 
matters specified in Section 5.01(A) are correct.

    (C)  LEGAL OPINION.  Purchaser shall have received from the Sellers' 
special counsel, Mayor, Day, Caldwell & Keeton and/or Sellers' Louisiana 
counsel, Theus, Grisham, Davis & Leigh, an opinion dated the Closing Date in 
form and substance satisfactory to the Parent and the Purchaser opining as to 
the matters set forth on Exhibit D attached hereto. 

    (D)  NO ORDERS.  The Closing shall not violate any order or decree of any 
court or governmental body having competent jurisdiction over the 
transactions contemplated by this Agreement.

    (E)  SECRETARY'S CLOSING CERTIFICATE.  The Purchaser and the Parent shall 
have received a certificate dated the Closing Date in form and substance 
reasonably satisfactory to the Purchaser from the Secretaries or Assistant 
Secretaries of each of the Companies, certifying that (i) attached to such 
certificate are true, correct and complete copies of the resolutions duly 
adopted by the Board of Directors or the Managers of the Companies 
authorizing the transactions contemplated by this Agreement which remain in 
full force and effect, (ii) attached to such certificate are true, correct 
and complete copies of the certificates or articles of incorporation, 
articles of organization, bylaws, regulations or equivalent governing 
instrument, each as amended to the Closing Date, of each of the Companies, 
(iii) attached to such certificate is a true and correct copy of the 
shareholders or members resolutions of the Companies approving and consenting 
to the transactions contemplated by this Agreement, and (iv) the incumbency 
of each officer executing this Agreement and all documents and instruments 
executed in connection thereof.

    (F)  ABSENCE OF LITIGATION.  No material proceeding pertaining to the 
transactions contemplated by this Agreement or to their consummation, shall 
have been instituted or threatened on or before the Closing Date.

    (G)  THIRD PARTY CONSENTS.  All necessary agreements, consents and 
approvals of any persons or entities to the consummation by the Sellers or 
the Shareholder of the transactions contemplated by this Agreement, or 
otherwise pertaining to the matters covered by this Agreement shall have been 
received by the Purchaser and the Parent and shall be in a form and substance 
reasonably satisfactory to the Purchaser and the Parent.  


                                       -46-

<PAGE>

    (H)  LEGISLATION.  No statute, rule, regulation or order shall have been 
enacted, entered or deemed applicable by any domestic or foreign government 
or governmental or administrative agency or court which would make the 
transactions contemplated by this Agreement illegal or otherwise prevent the 
consummation thereof.

    (I)  TERMINATION OF EXISTING LEASE.  The existing leases for the Farm 
Property and the Real Property shall have been terminated on terms 
satisfactory to the Purchaser.   The Farm Property shall have been 
transferred from OEC to the Shareholder and a new Farm Property lease in form 
of Exhibit E shall have been executed between the Purchaser and the 
Shareholder.   

    (J)  EMPLOYMENT CONTRACT.  The Shareholder shall have executed and 
delivered to the Purchaser the Employment Agreement with the Purchaser in the 
form of Exhibit "A" attached hereto (the "Shareholder Employment Agreement") 
under which the Shareholder would become the chief operating officer of the 
Parent as to compressor operations.

    (K)  OTHER EMPLOYMENT AGREEMENT.  Andy Payne and Dan McCormick shall have 
executed and delivered to the Purchaser the Employment Agreements in the form 
of Exhibit "B" and "C" attached hereto (the "Other Employment Agreements").  
Mr Payne shall have continued to act as Executive Vice President of OEC and 
Mr. McCormick shall have continued as the Vice President of Sales of OEC.

    (L)  MATERIAL ADVERSE CHANGE.  There shall have been no material adverse 
change in the property, plant, assets or prospects of the Companies (or any 
of them), the Property, or the Business.

    (M)  BANK ACCOUNTS.  Control over all bank accounts, cash management 
accounts, savings accounts or similar funds of Companies shall have been 
transferred to persons designated by Purchaser in a manner satisfactory to 
Purchaser.

    (N)  TITLE INSURANCE, ZONING AND UTILITIES.  The Purchaser shall receive 
at the Closing in ALTA extended coverage form of owner's title insurance 
policy dated, or updated to, the Closing Date, issued by a title insurance 
company acceptable to the Purchaser, insuring (or committing to insure), the 
Purchaser as owner, with good, marketable and indefeasible fee simple title 
to the Real Property.  The Purchaser's title policy will be in a form 
reasonably acceptable to the Purchaser and shall only contain as exceptions 
to title those items listed on Schedule 3.01(J) as permissible title 
exceptions.  The Sellers and the Shareholder will provide the Purchaser with 
evidence satisfactory to the Purchaser that the zoning and utility 
circumstances are as represented in Section 3.01(J).  The Sellers and the 
Shareholder will also provide to the Purchaser a survey of the Real Property 
sufficient for the boundary exception to the title policy to be deleted in 
form and 


                                       -47-

<PAGE>

substance satisfactory to the Purchaser.   Subject to the provisions of 
Section 9.01 hereof if the Closing occurs, the Purchaser shall pay for the 
cost of such survey and title policy.

    (P)  ENVIRONMENTAL REVIEW REPORT.  The Purchaser shall have received, at 
the Purchaser's expense, an environmental review report from a Person 
satisfactory to the Purchaser as to the absence of any evidence of 
noncompliance with any Environmental Laws that could materially affect the 
Business or the Property.

    (Q)  FINANCING.  The Parent shall have the debt and equity necessary to 
consummate the transactions contemplated by this Agreement. 

    (R)  REGISTRATION RIGHTS AGREEMENT.  The Sellers and the Shareholder and 
the Shareholder shall have executed the Registrations Rights Agreement 
attached hereto as Exhibit F (the "Registration Rights Agreement").

    (S)  MERGER.  The Merger Agreement shall not have been terminated and all 
conditions to the consummation of the Merger Agreement shall have been 
satisfied. 

    (T)  INDEMNIFICATION AGREEMENT.  The Shareholder, the Sellers, the 
Purchaser and the Parent shall have executed the Indemnification Agreement 
attached hereto as Exhibit G. 

    (U)  PAYOFF LETTERS.  The Purchaser shall have received from each of the 
lenders owed the Assumed Debt letters dated within three (3) business days 
prior to the Closing Date indicating the amount of the Assumed Debt owed to 
such Lender, the per diem interest on such debt and than on payment, such 
lender will release all collateral securing such Assumed Debt. 

    5.02  CONDITIONS TO THE OBLIGATIONS OF THE SELLERS AND THE SHAREHOLDER.  
The obligations of the Sellers and the Shareholder to proceed with the 
Closing are subject to the satisfaction on or prior to the Closing Date of 
all of the following conditions, any one or more of which may be waived in 
writing, in whole or in part, by the Sellers and the Shareholder; provided, 
however, that no such waiver of a condition shall constitute a waiver by the 
Sellers or the Shareholder of any of their other rights or remedies, at law 
or in equity, if the Purchaser or the Parent shall be in breach or default of 
any of their representations, warranties or covenants under or contained in 
this Agreement:

    (A)  COMPLIANCE.  The Purchaser and the Parent shall have each performed, 
satisfied and complied their respective covenants and agreements contained 
herein, their respective representations and warranties contained in Section 
3.02 hereof shall be true on and as though made on and as of the Closing 
Date, and each of the 

                                       -48-

<PAGE>

conditions specified in this Agreement has been satisfied on or before the 
Closing Date.

    (B)  OFFICERS' CERTIFICATE.  The Sellers shall have received a 
certificate, dated the Closing Date, executed by an executive officer of each 
of the Parent and the Purchaser certifying as to the matters specified in 
Section 6.02(A) hereof.

    (C)  LEGAL OPINION.  The Sellers shall have received from Purchaser's 
counsel, Schlanger, Mills, Mayer & Grossberg, an opinion dated the Closing 
Date in form and substance satisfactory to Sellers, opining as to the matters 
set forth in Exhibit H attached hereto.

    (D)  NO ORDERS.  The Closing shall not violate any order or decree of any 
court or governmental body having competent jurisdiction over the 
transactions contemplated by this Agreement.

    (E)  ACTIONS AND PROCEDURES.  No meritorious actions, suit, proceeding or 
investigation by or before any court, administrative agency or other 
governmental authority shall have been initiated or threatened to restrain, 
prohibit or invalidate any of the transactions contemplated by this Agreement.

    (F)  THE SHAREHOLDER EMPLOYMENT AGREEMENT AND THE OTHER EMPLOYMENT 
AGREEMENTS. The Purchaser shall have executed and delivered to the 
Shareholder the Shareholder Employment Agreement and to Mr. Payne and Mr. 
McCormick the Other Employment Agreements.

    (G)  BOARD SEATS.   The Shareholder and Andy Payne shall have been 
elected or appointed to the Board of Directors of the Parent. 

    (H)  REGISTRATION RIGHTS AGREEMENT.  The Parent shall have executed and 
delivered the Registrations Rights Agreement.

    (I)  MERGER.  The Merger Agreement shall not have been terminated and all 
conditions to the consummation of the Merger Agreement shall have been 
satisfied. 

    (J)  INDEMNIFICATION AGREEMENT.  The Parent shall have executed and 
delivered the Indemnification Agreement.

    (K)  ABSENCE OF LITIGATION.  No material proceeding pertaining to the 
transactions contemplated by this Agreement or to their consummation, shall 
have been instituted or threatened on or before the Closing Date.

    (L)  THIRD PARTY CONSENTS.  All necessary agreements, consents and 
approvals of any persons or entities to the consummation by the Sellers or 
the Shareholder of the transactions contemplated by this Agreement, or 
otherwise pertaining to the matters covered by this 

                                       -49-

<PAGE>

Agreement shall have been received by the Purchaser and the Parent and shall 
be in a form and substance reasonably satisfactory to the Sellers and the 
Shareholder.  

                                      ARTICLE VI

                                     TERMINATION

    6.01 GROUNDS FOR TERMINATION.  This Agreement may be terminated at any 
time prior to the Closing Date:

          (A)  By the mutual written agreement of the Sellers and the 
     Purchaser;

          (B)  By any Party hereto, if the Closing has not occurred prior to 
     July 31, 1997; 

          (C)  By any Party hereto, if the Merger Agreement shall have been 
     cancelled or terminated;  

          (D)  By any Party hereto, if all of the Exhibits to this Agreement 
     have not been finalized and agreed to by the Parties on or before the 
     Schedule Delivery Date;  

          (E)  By the Sellers and the Shareholder, if the Sellers and the 
     Shareholder should be dissatisfied with any disclosures contained in the 
     schedules to be delivered by the Purchaser and the Parent and the 
     Sellers or the Shareholder delivers the required notice under Section 
     7.14 within five business days following the Schedule Delivery Date;

          (F)  By the Purchaser and the Parent, if the Purchaser and the 
     Parent should be dissatisfied with any disclosures contained in the 
     schedules to be delivered by the Sellers and the Shareholder and the 
     Purchaser or the Parent delivers the required notice under Section 7.14 
     within five business days following the Schedule Delivery Date;

          (G)  By the Purchaser and the Parent, if the shareholders and 
     members of the Sellers shall have not approved the transactions 
     contemplated by this Agreement and delivered the required notice under 
     Section 7.14 within five business days following the Schedule Delivery 
     Date; or 

          (H)  If the occurrence of the closing transactions would violate 
     any order, decree or judgment prohibiting the consummation of this 
     Agreement.

    6.02 EFFECT OF TERMINATION.  The following provisions shall apply in the 
event of a termination of this Agreement:


                                       -50-

<PAGE>

          (A)  If this Agreement is terminated by the Sellers or by the 
     Purchaser as permitted under Section 6.01 hereof (including Sections 
     6.01(A), (E) or (F) and not as the result of the failure of any Party to 
     perform its obligations hereunder, such termination shall be without 
     liability to any Party to this Agreement or any stockholder, director, 
     officer, employee, agent or representative of such Party.

          (B)  If this Agreement is terminated for any reason or reasons 
     other than a breach by the Sellers or the Shareholder of their 
     obligations under this Agreement or a refusal by Purchaser or Parent to 
     close by virtue of a decision, reasonably made and in good faith, that 
     some aspect of the Business (e.g., financial, legal, business matters or 
     the prospects of the Business) or related to Sellers or Shareholder has 
     led them to decide not to proceed with the transactions contemplated 
     hereby, then the Purchaser and the Parent shall pay to the Sellers and 
     the Shareholder the sum of $125,000 as liquidated damages for the 
     termination of this Agreement and the Merger Agreement.  The Parties 
     acknowledge and agree that the amount of actual damages to be suffered 
     by the Sellers, OEC and the Shareholder will be difficult to estimate 
     and that the amount set forth above is reasonable.  

          (C)  If this Agreement is terminated as a result of the failure of 
     the Sellers or the Shareholders to perform their obligations hereunder 
     without lawful justification, the Sellers and the Shareholder, jointly 
     and severally, shall, subject to the terms of the Indemnification 
     Agreement, be fully liable for any and all damages sustained or incurred 
     by the Purchaser or the Parent.

                                     ARTICLE VII

                                    MISCELLANEOUS

    7.01 EXPENSES.  Except as specifically provided herein, all legal and 
other costs and expenses in connection with this Agreement and the 
transactions contemplated hereby shall be paid by the Sellers or Purchaser, 
as the case may be, depending upon which Party incurred such costs and 
expenses.  At the Closing and subject to the consummation of the transactions 
contemplated by this Agreement and the Merger Agreement, the Purchaser shall 
pay the Sellers' and the Shareholder's expenses incurred in connection with 
the transactions contemplated hereby and the transactions contemplated by the 
Merger Agreement; provided, however that in no event shall the Purchaser 
reimburse or pay more than $100,000 as the expenses of the Sellers, OEC and 
the Shareholder and any amounts in excess of such sum shall be paid by the 
Companies, OEC and the Shareholder.

                                       -51-

<PAGE>

    7.02 NOTICES.  All notices and other communications hereunder shall be in 
writing and shall be deemed given when delivered personally or when received 
if sent by registered or certified mail, return receipt requested, or by 
reputable overnight delivery service, to the Parties at the following 
addresses (or at such other address as Party may specify by like notice);

         (A)  If to the Parent or the Purchaser:

              Equity Compression Services Corporation
              2501 Cedar Springs Road, Suite 600
              Dallas, TX   75201
              Attention:  President

              With copies to:

              Ray C. Davis
              Energy Transfer Company
              2838 Woodside
              Dallas, TX  75204

              and

              Schlanger, Mills, Mayer & Grossberg, LLP
              5847 San Felipe, Suite 1700
              Houston, Texas  77056
              Attention:  Kyle Longhofer

         (B)  If to Sellers or the Shareholder to:

              Dennis W. Estis
              Ouachita Energy Corp.
              228 Industrial Street
              West Monroe, LA  71292

              With a copy to:

              Mayor, Day, Caldwell & Keeton, LLP
              700 Louisiana, Suite 1900
              Houston, TX 77002
              Attention:  Ed Rogers

    7.03 EXCLUSIVE AGREEMENT.  This Agreement together with the Merger 
Agreement, the Indemnification Agreement and the Confidentiality Agreement 
supersedes all prior agreements between the Parties (written or oral) and is 
intended as a complete and exclusive statement of the terms of the agreement 
between the Parties.

                                       -52-

<PAGE>

    7.04 CHOICE OF LAW; AMENDMENTS; HEADINGS.  This Agreement shall be 
governed by the internal laws of the State of Texas.  This Agreement may not 
be amended or modified orally.  The headings and table of contents contained 
in this Agreement are for reference purposes only and shall not affect in any 
way the meaning or interpretation of this Agreement.

    7.05 ASSIGNMENTS AND THIRD PARTIES.  No Party hereby shall assign this 
Agreement or any part hereof without the prior written consent of the other 
Parties; provided, however, that Purchaser shall be permitted to assign the 
rights and benefits of this Agreement to a subsidiary of the Parent.  Except 
as otherwise provided herein, this Agreement shall be binding upon and inure 
to the benefit of the Parties hereto and their respective successors and 
assigns.  No assignment of this Agreement shall release the assigning party 
of any of its obligations under the Agreement.  Nothing in this Agreement 
shall entitle any person other than Sellers or Purchaser, or their respective 
successors and assigns permitted hereby, to any claim, cause of action, 
remedy or right of any kind. 

    7.06 SUBSEQUENT FILINGS.  Effective at the Closing Date, Sellers shall 
file with all applicable regulatory agencies or authorities any such notices 
or certificates as are necessary to reflect the sale to Purchaser.

    7.07 SEVERABILITY.  If any term or other provision of this Agreement is 
invalid, illegal or incapable of being enforced by any rule of law or public 
policy, all other conditions and provisions of this Agreement shall 
nevertheless remain in full force and effect so long as the economic or legal 
substance of the transactions contemplated hereby is not affected in any 
adverse manner to either Party.  Upon such determination that any term or 
other provision is invalid, illegal or incapable of being enforced, the 
Parties hereto shall negotiate in good faith to modify this Agreement so as 
to effect the original intent of the Parties as closely as possible in an 
acceptable manner to the end that the transactions contemplated hereby are 
fulfilled to the extent possible.

    7.08 COUNTERPARTS.  This Agreement may be executed in any number of 
counterparts, each of which shall be deemed to be an original, but all of 
which together shall constitute one and the same Agreement.

    7.09 FURTHER ASSURANCES.  The Sellers and the Purchaser agree to deliver 
or cause to be delivered to each other on the Closing Date and at such other 
times thereafter as shall be reasonably agreed any such additional instrument 
as either of them may reasonably request for the purpose of carrying out 
transactions contemplated by this Agreement.  Sellers and the Shareholder 
shall 

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<PAGE>

cooperate and use their best efforts to have the officers, directors and 
employees of the Sellers to cooperate with the Purchaser (on or after the 
Closing Date, in furnishing information, evidence, testimony and other 
assistance in connection with any actions, proceedings, arrangements or 
disputes of any nature with respect to matters occurring prior to the Closing 
Date.

    7.10 EXPENSES OF LITIGATION.  If any proceeding is brought by any Party 
or its successors or assigns for the enforcement of this Agreement, or as a 
result of any alleged dispute, breach, default or misrepresentation by any 
Party of any of the provisions of this Agreement, the successful or 
prevailing Party shall be entitled to recover its reasonable attorneys' fees 
and other costs incurred in pursuing such proceeding, in addition to such 
other relief to which it may be entitled, together with interest thereon at a 
rate of 10% per annum.

    7.11 GENERAL INTERPRETATIVE PRINCIPLES.  For the purposes of this 
Agreement, except as otherwise expressly provided or unless the context 
otherwise requires:

    (a)  the terms defined in this Agreement include the plural as well as the
         singular, and the use of any gender herein shall be deemed to include 
         the other gender;

    (b)  accounting terms not otherwise defined herein shall have the meanings
         assigned to them in accordance with GAAP;

    (c)  references herein to "Articles", "Sections", "Subsections", 
         "Paragraphs", and other subdivisions without reference to a document 
         are to be designated Sections, Subsections, Paragraphs and other 
         subdivisions of this Agreement;

    (d)  a reference to a Subsection without further reference to a 
         Section is a reference to such Subsection as contained in the same 
         Section in which the reference appears, and this rule shall also apply
         to Paragraphs and other subdivisions;

    (e)  the words "herein", "hereof", "hereunder" and other words of 
         similar import refer to this Agreement as a whole and not to any 
         particular provision; and

    (f)  the term "include" or "including" shall mean without limitation by 
         reason of enumeration.

    7.12 REPRODUCTION OF DOCUMENTS.  This Agreement and all documents 
relating thereto, including, without limitation, (a) consents, waivers and 
modifications which may hereafter be executed, (b) documents received by any 
Party at the Closing, and 

                                       -54-

<PAGE>

(c) financial statements, certificates and other information previously or 
hereafter furnished, may be reproduced by any photographic, photostatic, 
microfilm, micro-card, miniature photographic or other similar process.  The 
Parties agree that any such reproduction shall be admissible into evidence as 
the original itself in any judicial or administrative proceedings whether or 
not the original is in existence and whether or not such reproduction was 
made by a Party in the regular course of business, and that any enlargement, 
facsimile or further reproduction of such reproduction shall likewise be 
admissible into evidence.

    7.13 SCHEDULES.  The Sellers and the Shareholder agree to deliver the 
schedules required by this Agreement to the Purchaser and the Parent on or 
before May 30, 1997. The Purchaser and the Parent shall have five business 
days to review such schedules and if they are not satisfied with any matters 
disclosed on such schedules, then the Parent and the Purchaser may terminate 
this Agreement by written notice to the Sellers within ten business days 
following receipt of such schedules. 

    7.14 SURVIVAL.  The representations and warranties set forth in this 
Agreement other than the representations and warranties of the Seller 
contained in Sections 3.01 (B), (C), (G), (I) and (T) shall survive the 
Closing until April 30, 1999.  The representations and warranties contained 
in 3.01(B), (C), (G), (I) and (T) shall survive the Closing until the 
expiration of the applicable statute of limitations. All covenants and 
agreements and in any certificate or instrument delivered in connection 
herewith shall survive the Closing; except that the covenant to indemnify any 
Party hereunder by another Party hereunder for a misstatement of, or omission 
from, any representation or warranty shall survive until the expiration of 
the particular representation or warranty as to which indemnification is 
claimed or sought (the "Representation Expiration Date") and thereafter only 
with respect to those claims for indemnification for a misstatement of, or 
omission from, any representation or warrant which are made prior to the 
applicable Representation Expiration Date.

    IN AGREEMENT WHEREOF, the undersigned have executed this Agreement as of 
the date first written above.

                                       PARENT

                                       EQUITY COMPRESSION SERVICES CORPORATION

                                       By:________________________________
                                       Title:_____________________________

                                       PURCHASER

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<PAGE>

                                            OEC ACQUISITION CORPORATION

                                            By:________________________________
                                            Title:_____________________________


                                            SELLERS

                                            OUACHITA ENERGY PARTNERS, LTD.

                                            By:________________________________
                                            Its:_______________________________


                                            OUACHITA COMPRESSION GROUP, LLC.

                                            By:________________________________
                                            Its:_______________________________

                                            SHAREHOLDER:

                                            ________________________________
                                            Dennis W. Estis

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