<PAGE>

                                 EMPLOYMENT AGREEMENT

    THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of the 6th day 
of August, 1997 ("Effective Date"), by and between OUACHITA ENERGY 
CORPORATION, a Delaware corporation (the "Employer"), EQUITY COMPRESSION 
SERVICES CORPORATION, an Oklahoma corporation (the "Parent"), and ANDY PAYNE 
(the "Employee").  The Employer, the Parent and the Employee may be referred 
to herein collectively as the "Parties" and individually as a "Party".

                                 W I T N E S S E T H:

    WHEREAS, Dennis W. Estis, Ouachita Energy Corporation, a Louisiana 
corporation (the "Predecessor"), the Parent and OEC Acquisition Corporation, 
a Delaware corporation (the "Merger Sub"), are parties to that certain 
Agreement and Plan of Merger dated as of May 15, 1997, as amended by that 
certain First Amendment to Agreement and Plan of Merger dated as of July 30, 
1997 (the "Merger Agreement"); and

    WHEREAS, pursuant to the Merger Agreement, the Merger Sub and the 
Predecessor have been merged together (the "Merger") with the Employer being 
the surviving corporation of the Merger; and

    WHEREAS, as a result of the Merger, the Employer has succeeded to all of 
the assets and business of the Predecessor; and 

    WHEREAS, pursuant to that certain Asset Purchase and Sale Agreement dated 
as of May 15, 1997 by and among the Employee, Ouachita Energy Partners, Ltd., 
a Louisiana corporation ("Seller #1"), Ouachita Compressor Group, LLC, a 
Louisiana limited liability company ("Seller #2", and together with Seller 
#1, collectively referred to as the "Sellers"), the Parent and the Merger 
Sub, as amended by that certain First Amendment to Asset Purchase and Sale 
Agreement dated as of July 30, 1997 (the "Asset Purchase Agreement"), the 
Merger Sub has acquired substantially all of the assets of the Sellers and 
has also acquired certain assets from Dennis W. Estis; and

    WHEREAS, the Employee has been the Executive Vice President and Chief 
Financial Officer of the Predecessor and each of the Sellers and has 
substantial and valuable experience and knowledge concerning the operations 
of the Sellers and the Predecessor; and

    WHEREAS, one of the conditions to the consummation of the transactions 
contemplated by the Merger Agreement and the Asset Purchase Agreement (the 
"Purchase Transaction"), is the execution and delivery of this Agreement by 
the Employee; and

    WHEREAS, the execution and delivery of this Agreement by the Employee is 
reasonable and necessary for the Parent and the Merger Sub to realize the 
agreed benefits of the Purchase Transaction; and

                                 
<PAGE>


    WHEREAS, the Parent and the Merger Sub would not have consummated the 
Purchase Transaction unless the Employee and Employer executed and delivered 
this Agreement; and

    WHEREAS, the Parent is the holder of all of the issued and outstanding 
shares of stock of the Employer; and

    WHEREAS, the transaction contemplated by this Agreement will benefit the 
Parent; and

    WHEREAS, the Employee is a party to an employment contract with the 
Predecessor and/or one or more of the Sellers (the "Prior Employment 
Contract"); and

    WHEREAS, the Parties desire to provide for the termination and 
cancellation of the Prior Employment Contract;

    NOW THEREFORE, for and in consideration of the mutual covenants and 
conditions contained in this Agreement and in consideration of other good and 
valuable consideration (including the consummation of the Merger and the 
Purchase Transactions), the receipt and sufficiency of which is hereby 
acknowledged, the Parties, intending to be legally bound, hereby contract and 
agree as follows:

                                      ARTICLE I

                    PRIOR EMPLOYMENT CONTRACT; TERM OF EMPLOYMENT

    1.01 PRIOR EMPLOYMENT CONTRACT.  The Parties acknowledge and agree that, 
as of the date hereof, the Prior Employment Contract is hereby terminated and 
cancelled and that, from and after the date hereof, the employment of the 
Employee with the Employer shall be governed by this Agreement.  The Employee 
hereby releases any rights that he may have under the Prior Employment 
Contract.

    1.02 TERM.  The Employer now hereby employs the Employee and the Employee 
hereby accepts employment with the Employer for a period (the "Initial Term") 
beginning as of the Effective Date and ending on the second anniversary of 
the Effective Date (the "Initial Termination Date"), subject, however, to 
earlier termination as hereinafter provided.

                                       -2-

<PAGE>

    The term of this Agreement shall automatically be extended for one or 
more additional one year periods, unless either Party gives the other Party 
written notice at least ninety (90) days prior to end of the Initial Term or 
any applicable one year extension thereof, as the case may be.  The Initial 
Term and any extended term are sometimes referred to in this Agreement as the 
"Term".

                                      ARTICLE II

                                  DUTIES OF EMPLOYEE

    2.01 DUTIES.  The Employee is engaged to be a Vice President of the 
Employer.  The Employee's duties and powers as such shall be determined from 
time to time by the Board of Directors of the Employer (hereinafter referred 
to as the "Board of Directors").  The Employee's duties under this Agreement 
shall be consistent with his position as a Vice President of the Employer.  
The Employee shall perform and discharge such duties well and faithfully to 
the best of his ability, and shall be subject to the supervision and 
direction of the Board of Directors and such other employees of the Parent 
and the Employer as are designated from time to time by the Board of 
Directors (the "Designated Employees").

    2.02 FULL TIME EMPLOYMENT.   During the Term, the Employee shall devote 
substantially all of his working time, ability, and attention to the business 
of the Employer and shall not, directly or indirectly, render any services of 
a business, commercial or professional nature to any other person, 
corporation, firm or organization, whether for compensation or otherwise, 
without the prior written consent of the Employer; provided, however, that 
this requirement shall not preclude Employee from (i) serving on the boards 
of directors of a reasonable number of other corporations or trade 
associations (that are not in competition, directly or indirectly, with the 
Employer or the Parent or are customers or suppliers of the Employer or the 
Parent); (ii) engaging in charitable activities and community affairs; (iii) 
managing his personal investments and affairs; or (iv) engaging in business 
activities of a personal nature, provided that such activities do not 
significantly interfere or conflict with the reasonable performance of his 
duties hereunder.  The execution and performance of the Employee's duties 
under this Agreement do not conflict with or result in a breach of or a 
default under any agreement, contract or instrument to which the Employee is 
a party or by which the Employee is otherwise bound.  

                                     ARTICLE III

                              COMPENSATION AND BENEFITS

    3.01 BASE COMPENSATION.  As compensation for services rendered and the 
Employee's covenants and agreements under this Agreement, the Employee shall 
be entitled to receive from the Employer a base 


                                       -3-

<PAGE>

salary of $115,000 per year, payable in twenty-four (24) equal semimonthly 
installments or twenty-six (26) biweekly installments, as the case may be, 
for each year during the Term in accordance with the Employer's normal 
payment practice.  

    3.02 BONUS.  The Employer shall pay the Employee such bonus, if any, as 
the Board of Directors determines to be appropriate in its sole and absolute 
discretion.  Notwithstanding any provision of this Agreement to the contrary 
during the first two years of the Term, the Employer shall pay to the 
Employee a bonus of not less than $35,000 per year (the "Minimum Bonus").  
The Minimum Bonus shall be paid to the Employee on or before the 15th day of 
August each year.  If during the first two years of the Term the Board of 
Directors determines that the Employee is entitled to a bonus that is larger 
than the Minimum Bonus, then the Employer shall pay such bonus to the 
Employee at the same time as similar bonuses are paid to other executive 
employees of the Employer or the Parent.  Following the first two years of 
the Term, the Employee shall be eligible to participate in such bonus plan, 
if any, as the other executive employees of the Parent and the Employer are 
participating.

    3.03 BENEFIT PLAN.  The Employer agrees to include the Employee in any 
benefit plan adopted by the Employer for the benefit of its senior employees. 
The Employee will be entitled to a paid vacation of not less than three weeks 
per year.  Set forth on Exhibit "A" attached hereto is a list of the employee 
benefits that are applicable to the Employee as of the date hereof.  The 
Parties acknowledge and agree that the Employer may modify, amend, change or 
terminate such employee benefits from time to time in accordance with the 
terms of the plans establishing such benefits.

    3.04 EXPENSES.   The Employer, in accordance with the rules and 
regulations that the Employer may issue and revise from time to time, shall 
reimburse the Employee for business expenses directly and reasonably incurred 
in the performance of his duties.  

    3.05 STOCK OPTIONS.  On the date hereof, the Employee has been granted 
non-qualified stock options to purchase 100,000 shares of Parent Common Stock 
under the Parent's Employee Stock Option Plan (the "Plan").  The Employee 
acknowledges that such options are subject to the terms and conditions 
contained in the Plan. 

                                      ARTICLE IV

                                     TERMINATION

    This Agreement shall terminate prior to the expiration of its Term upon 
the occurrence of any one of the following events:

    4.01 DISABILITY.  In the event that the Employee is unable to perform the 
essential function of his job with or without 


                                       -4-

<PAGE>

reasonable accommodation, by reason of illness, injury or incapacity for one 
hundred twenty (120) consecutive days, during which time the Employee shall 
continue to be compensated as provided in Section 3.01 and Section 3.02 
hereof, this Agreement may be terminated by the Employer, and the Employer 
shall have no further liability or obligation to the Employee for 
compensation hereunder; provided, however, that the Employee will be entitled 
to receive the payments prescribed under any disability benefits plan in 
which the Employee was participating.  In the event of any dispute between 
the Employer and the Employee under this Section 4.01 as to whether the 
Employee's employment may be terminated under this Section 4.01, the Employee 
shall submit to a physical examination by a licensed physician selected 
jointly by the Employer and the Employee, and the determination of such 
physician shall be binding on the Parties.

    4.02 DEATH.  In the event that the Employee dies during the Term, the 
Employer shall pay to his executors, legal representatives or administrators 
a lump sum amount equal to:

         (a)  all unpaid base compensation payable under Section 3.01 through
    the date of death; and

         (b)  all unpaid bonus payable under Section 3.02 through the date of
    death, including a pro rata bonus payment equal to the product of (A) the
    bonus the Employee received for the full year prior to the year that
    includes the date of death (but if such death occurs during the first two
    years of the Term, then no less than $35,000) multiplied by (B) a fraction,
    the numerator of which is the number of days during the period subsequent
    to the last day of the year with respect to which a bonus for an entire
    year was payable to Employee under Section 3.02 and up to and including the
    date of death, and the denominator of which is 365.

The Employer shall have no further liability or obligation hereunder to the 
Employee's executors, legal representatives, administrators, heirs or assigns 
or any other person claiming under or through the Employee; provided, 
however, that the Employee's executors, legal representatives and 
administrators will be entitled to receive and disburse to the proper persons 
the payments prescribed under any death or disability benefits plan in which 
the Employee was participating.

    4.03 CAUSE.  Nothing in this Agreement shall be construed to prevent the 
termination of this Agreement by the Employer for "cause".  For purposes of 
this Agreement, "cause" shall mean (i) the Employee's failure to perform or 
observe (other than by reason of illness, injury or incapacity) any of the 
initial terms or provisions of this Agreement, including the failure of the 
Employee to follow the reasonable directions of the Board of Directors or any 
Designated Employees with respect to the business 


                                       -5-

<PAGE>

of the Employer, (ii) dishonesty, misconduct or action on the part of the 
Employee that is or is reasonably likely to be materially damaging or 
detrimental to the business of the Employer, (iii) conviction of a felony, or 
of any misdemeanor involving moral turpitude, (iv) insobriety or drug 
addiction that is materially affecting or is likely to materially affect the 
Employee's ability to perform the services required of him hereunder, or (v) 
misappropriation of funds.  Subject to applicable cure periods as set out in 
the next sentence, the Employee's employment may be terminated for cause at 
any time.  Prior to terminating this Agreement on account of a cause 
described in clauses (i) or (iv) above (but not for any of the other 
enumerated "causes"), the Employer shall give the Employee thirty (30) days' 
written notice and an opportunity to cure such failure to the satisfaction of 
the Employer. Upon termination for cause, the Employer shall pay to the 
Employee all unpaid sums due to the Employee under Sections 3.01 and 3.02 
through the date of such termination.  Following a termination for cause and 
payment of the amounts required under this Section, the Employer shall have 
no further duty or obligation to the Employee; provided, however, that the 
Employee shall continue to be bound by Article V.

    4.04 TERMINATION WITHOUT CAUSE.  The Employer may terminate this 
Agreement without cause at any time by giving the Employee written notice of 
such termination at least ninety (90) days prior to the scheduled date of 
such termination.  If this Agreement is terminated without cause pursuant to 
this Section 4.04, then the Employer shall provide to the Employee, as 
severance and in consideration of his covenants contained in Article V 
hereof, a lump sum amount equal to:

         (i)  an amount equal to one year's salary for such Employee at the
    date of such termination; and

         (ii) all bonuses that would otherwise be payable under Section 3.02
    for a year period following such termination, but if such termination
    occurs during the first two years of the Term, then no less than $35,000.

    All payments due under this Section 4.04 shall be made in full no later 
than thirty (30) days after such termination, and after such payment has been 
made the Employer shall have no further liability or obligation hereunder to 
the Employee; provided, however, that the Employee shall continue to be bound 
by Article V.

    4.05 CHANGE OF CONTROL.  (a) If a "Change of Control" (as hereinafter 
defined) occurs during the Term, then the Employer may terminate this 
Agreement by delivering written notice of such termination within ninety (90) 
days following such Change of Control and in which event the Employer shall 
pay to the Employee a lump sum equal to the amount that the Employee would 
have received if this Agreement had been terminated by the Employer 


                                       -6-

<PAGE>

under Section 4.04.  For the purposes of this Agreement, the term "Change of 
Control" shall be defined to be (i) the dissolution of Parent and its 
subsidiaries; (ii) the liquidation of more than fifty percent in value of 
Parent or its subsidiaries; (iii) a sale of assets involving fifty percent or 
more in value of the assets of the Parent or its subsidiaries; (iv) any 
merger or reorganization or consolidation of the Parent in which the Parent 
is not the surviving entity; (v) any merger or reorganization or 
consolidation of any subsidiary in which the subsidiary is not the surviving 
entity (other than a merger or reorganization or consolidation with Parent or 
any entity controlled by the Parent); (vi) any sale or other disposition of 
more than fifty percent of the combined voting securities of the subsidiaries 
of the Parent; (vii) any transaction pursuant to which the holders, as a 
group, of all of the securities of the Parent outstanding prior to the 
transaction hold, as a group, less than fifty percent of the combined voting 
power of the Parent or any successor company outstanding after the 
transaction; (viii) the acquisition of ownership, beneficial or otherwise, of 
fifty percent or more of the then outstanding common stock of the Parent, by 
any person or entity, together with all associates of such person or entity; 
or (ix) a change in the composition of the Parent's Board of Directors, such 
that during any two year period, directors of the Parent serving at the 
beginning of such period cease for any reason to constitute a majority of the 
directors serving on the Board of Directors of the Parent. 

    (b)  If a Change of Control occurs during the term of this Agreement and 
if a Constructive Termination Event (as hereinafter defined) occurs within 
one year of such Change of Control, then the Employee may terminate this 
Agreement by delivering written notice within sixty (60) days of such 
Constructive Termination Event, and the Employer shall pay to the Employee a 
lump sum equal to the amount that the Employee would have received if this 
Agreement had been terminated by the Employer under Section 4.04.  For the 
purposes of this Agreement, the term "Constructive Termination Event" means 
the (i) reduction in the Employee's salary or (ii) the relocation of the 
Employee.
 
    (c)  Following a termination of this Agreement pursuant to and in 
compliance with the terms of this Section 4.05, (i) all Parent stock options 
held by the Employee shall immediately vest and become exercisable and (ii) 
the Employer shall have no further duty or obligation to the Employee; 
provided, however, that the Employee shall continue to be bound by Article V.

    4.06 VOLUNTARY TERMINATION BY EMPLOYEE.  If the Employee voluntarily 
terminates his employment with the Parent other than in the manner 
contemplated in Section 4.06 hereof, the Employer shall pay to the Employee a 
lump sum amount equal to:

         (a)  all unpaid base compensation payable under Section 3.01 through
    the date of termination; and

                                       -7-

<PAGE>


         (b)  all unpaid bonus payable under Section 3.02 through the date of
    termination, including a pro rata bonus payment equal to the product of (A)
    the bonus the Employee received for the full year prior to the year that
    includes the date of termination (but if such termination occurs during the
    first two years of the Term, then no less than $35,000) multiplied by (B) a
    fraction, the numerator of which is the number of days during the period
    subsequent to the last day of the full year with respect to which a bonus
    for an entire calendar year was payable to Employee under Section 3.02 and
    up to and including the date of termination, and the nominator of which is
    365.

    The foregoing payment shall be made in full no later than thirty (30) 
days after such termination, and after such payment has been made the 
Employer shall have no further liability or obligation hereunder to the 
Employee.  In addition, following such termination the Employee shall have no 
further liability or obligation hereunder to the Employer; provided, however, 
that the Employee shall continue to be bound by Article V.

                                      ARTICLE V

                                   PROPERTY RIGHTS

    5.01 NON-COMPETITION.  During the period the Employee is employed by the 
Employer pursuant to the terms of this Agreement and for a period of twelve 
months following the termination of his employment under this Agreement, (i) 
upon expiration of the Term of this Agreement as provided in Article I 
hereof, or (ii) by Employer pursuant to and in accordance with the terms of 
Sections 4.01, 4.03, 4.04 or 4.05 hereof, or (iii) by Employee for any reason 
(including pursuant to Sections 4.05(b) and 4.06), as the case may be, (the 
"Non-Competition Period"), the Employee shall not, directly or indirectly, 
either as an employee, employer, consultant, member, agent, lender, 
principal, partner, stockholder, corporate officer, director, or in any other 
individual or representative capacity, engage or participate in any business 
that is in compression services and in competition with the business of 
Employer or the Parent within the States of Texas, Oklahoma, Kansas, Arkansas 
and the parishes in Louisiana set forth on Exhibit "B" attached hereto, 
except as approved in writing by the Employer; provided however, that if the 
Employer notifies the Employee at least six months prior to the end of such 
one year Non-Competition Period that the Employer desires to extend the 
Non-Competition Period for an additional year on the terms set forth below, 
then the Non-Competition Period shall be extended for an additional year 
period (the "Additional Non-Competition Period") and the Employer shall pay 
to the Employee (at the same time as such amounts would had been paid to the 
Employee) the compensation set forth in Sections 3.01 and 3.02 of this 
Agreement less an amount equal to 50% of any salary or employment or 
consulting compensation earned 


                                       -8-

<PAGE>

the Employee during the Additional Non-Competition Period.  During any 
Additional Non-Competition Period, the Employee shall notify and keep the 
Employer informed concerning any employment or consulting engagements during 
the Additional Non-Competition Period.  

    5.02 SOLICITATION.  During the Non-Competition Period, the Employee 
agrees not to, directly or indirectly, call on or solicit, for the purposes 
of engaging in activity that could be competitive with the compression 
business of the Employer and the Parent as of  August __, 1997, any person, 
firm, corporation, partnership, limited liability company or other entity who 
or which during the Term was or had been a client, customer, referral source, 
supplier, or employee of the Employer or the Parent.  

    5.03 CONFIDENTIAL INFORMATION.  Except as may be required for the 
provision of his duties under this Agreement, the Employee will not, during 
the Term and during the two year period following the termination of this 
Agreement, for any reason, disclose any confidential information of the 
Employer or the Parent to any person, firm, corporation, association or other 
entity for any reason or purpose whatsoever, nor shall the Employee make use 
of any such confidential information for his own purposes or for the benefit 
of any person, firm, corporation, partnership, limited liability company or 
other entity (except the Employer) under any circumstances.  The Employee 
agrees that, upon termination of this Agreement or on demand of the Employer, 
at any time, he shall immediately deliver all such printed or written 
material and copies thereof to the Employer.  Notwithstanding the foregoing, 
nothing herein shall limit the Employee's ability to use any such information 
for personal or business purposes as long as such use does not violate the 
terms of Section 5.01 hereof or adversely affect the rights or interests of 
the Employer or the Parent.

    5.04 DEVELOPMENT.  All processes, ideas, technical know-how, drawings, 
inventions or specifications and other similar property rights and interests 
("Intellectual Property") used in or associated with the employment of the 
Employee by the Employer, conceived or invented by the Employee during the 
Term shall upon termination of the Employee's engagement, belong to the 
Employer. Upon such termination, the Employee shall deliver to the Employer 
any and all documents, including deeds, bills of sale, endorsements, 
assignments, documents of title, and other instruments of transfer and 
conveyance as the Employer shall reasonably request, in form and substance 
satisfactory to the Employer

    5.05 REASONABLENESS OF RESTRICTIONS.  Employee agrees that (a) the 
covenants contained in Sections 5.01, 5.02, 5.03 and 5.04 hereof are 
necessary for the protection of the Employer's business goodwill and trade 
secrets, (b) a portion of the compensation paid to the Employee under this 
Agreement, including the consideration payable to the Employee pursuant to 
Sections 4.04 and 4.05 hereof 

                                       -9-

<PAGE>

following a termination of this Agreement, is paid in consideration of the 
covenants herein contained, the sufficiency of which consideration is hereby 
acknowledged, or (c) that the execution and delivery of this Agreement was a 
condition precedent to the consummation of the Purchase Transaction and that 
the Employer would not had either executed  either the Merger Agreement or 
the Asset Purchase Agreement or consummated the Purchase Transaction or the 
Merger unless this Agreement and covenants contained herein were executed by 
the Employee, and (e) if the scope of any restriction contained in Sections 
5.01, 5.02, 5.03 or 5.04 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 hereby consent that such 
scope may be judicially modified accordingly in any proceeding brought to 
enforce such restriction.

    5.06 ENFORCEMENT.  The Employee acknowledges that (i) the restrictions 
contained in Sections 5.01, 5.02, 5.03 and 5.04 hereof are reasonable and 
necessary to protect the legitimate interests of the Employer and the Parent, 
(ii) the Employer would not have entered into this Agreement in the absence 
of such restrictions, and (iii) any violation of any provision of those 
Sections will result in irreparable injury to the Employer and the Parent.  
The Employee also acknowledges that the Employer and the Parent shall be 
entitled to preliminary and permanent injunctive relief, which rights shall 
be cumulative and in addition to any other rights or remedies to which the 
Employer may be entitled.   The Employee further acknowledges that the Parent 
is an intended third party beneficiary of the covenants contained herein and 
may enforce such covenants without the joinder of any other person or party.

    5.07 COPY OF COVENANTS.  Until the expiration of the applicable 
restrictions, the Employee will provide, and the Employer similarly may 
provide, a copy of the covenants contained in Sections 5.01, 5.02, 5.03 and 
5.04 of this Agreement to any business or enterprise which the Employee may 
directly or indirectly own, manage, operate, finance, join, control or 
participate in the ownership, management, operation, financing, or control 
of, or serve as an officer, director, employee, partner, principal, agent, 
representative, consultant, lender or otherwise, or with which he may use his 
name or permit his name to be used.

                                      ARTICLE VI

                                  GENERAL PROVISIONS

    6.01 NOTICES.  Any notices to be given hereunder by either Party to the 
other may be effected either by personal delivery in writing or by mail, 
registered or certified, postage prepaid with return receipt requested: 

    If to Employer:     Equity Compression Services Corporation

                                       -10-

<PAGE>

                        2501 Cedar Springs Road, Suite 600
                        Dallas, TX   75201
                        Attention:  Matthew Ramsey, President
                        
                        with a copy to:

                        Schlanger, Mills, Mayer & Grossberg, LLP
                        5847 San Felipe, Suite 1700
                        Houston, TX    77057
                        Attention:  Kyle Longhofer

    If to Employee:     ____________________
                        c/o 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

Mailed notices shall be addressed to the Parties at the addresses set forth 
above, but each Party may change his address by written notice in accordance 
with this Section 6.01.  Notices delivered personally shall be deemed 
communicated as of the date of actual receipt; mailed notices shall be deemed 
communicated as of ten (10) days after mailing.

    6.02 ENTIRE AGREEMENT.  This Agreement supersedes any and all other 
agreements, either oral or in writing, between the Parties hereto with 
respect to the employment of the Employee by the Employer, and contains all 
of the covenants and agreements between the Parties with respect to such 
employment in any manner whatsoever.

    6.03 CERTAIN ACKNOWLEDGMENTS.  The Employee by his execution and delivery 
of this Agreement represents to the Employer as follows:

         (i)  That the Employee has been advised by the Employer to have this
              Agreement reviewed by an attorney representing the Employee, and
              the Employee has either had this Agreement reviewed by such
              attorney or has chosen not to have this Agreement reviewed
              because the Employee, after reading the entire Agreement, fully
              and completely understands each provision and has determined not
              to obtain the services of an attorney; and

                                       -11-

<PAGE>

         (ii) The Employee either on his own or with the assistance and advice
              of his attorney has in particular reviewed Article V and
              understands and accepts that the restrictions imposed on the
              Employee by Article V are reasonable and necessary for the
              protection of the property rights of the Employer.

    6.04 HEADINGS.  The headings or titles to sections in this Agreement are 
intended solely for convenience, and no provision of this Agreement is to be 
construed by reference to the heading or title of any section.

    6.05 AMENDMENT OR MODIFICATION; WAIVER.  No provision of this Agreement 
may be amended, modified or waived unless such amendment, modification or 
waiver is authorized by the Board of Directors and is agreed to in writing, 
signed by the Employee and by an officer of the Employer (other than the 
Employee) thereunto duly authorized.  Except as otherwise specifically 
provided in this Agreement, no waiver by any Party hereto of any breach by 
any other party hereto of any condition or provision of this Agreement to be 
performed by such other Party shall be deemed a waiver of a similar or 
dissimilar provision or condition at the same or at any prior or subsequent 
time; nor shall the receipt or acceptance of the Employee's employment be 
deemed a waiver of any condition or provision hereof.

    6.06 NO SET-OFF. There shall be no right of set-off or counterclaim, in 
respect of any claim, debt or obligation, against the payments or benefits to 
be made or provided for in this Agreement.

    6.07 ASSIGNABILITY.  The Employee shall not assign, pledge or encumber 
any interest in this Agreement or any part thereof without the express 
written consent of the Employer, this Agreement being personal to the 
Employee.  This Agreement shall, however, inure to the benefit of the 
Employee's estate, dependents, beneficiaries and legal representatives.  This 
Agreement shall not be assignable by the Employer without the written consent 
of the Employee, which consent may be withheld in his sole discretion, 
provided that if the Employer shall merge or consolidate with or into, or 
transfer substantially all of its assets to, another person or entity, then 
this Agreement shall continue to bind and inure to the benefit of the 
successor of the Employer resulting from such merger, consolidation or 
transfer, except as otherwise provided in Section 4.05.

    6.08 GOVERNING LAW.  This Agreement has been negotiated, executed and 
delivered in the State of Texas, and shall in all respects be interpreted, 
construed and governed by and in accordance with the internal substantive law 
of the State of Texas.


                                       -12-

<PAGE>

    6.09 SEVERABILITY.  Each provision of this Agreement constitutes a 
separate and distinct undertaking, covenant and/or provision hereof.  In the 
event that any provision of this Agreement shall finally be determined to be 
unlawful, such provision shall be deemed severed from this Agreement, but 
every other provision of this Agreement shall remain in full force and 
effect, and in substitution for any such provision held unlawful, there shall 
be substituted a provision of similar import reflecting the original intent 
of the Parties hereto to the extent permissible under law.

    6.10 EXPENSES OF LITIGATION. If any proceeding is brought by any Party or 
his 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.

    6.11 PARENT GUARANTEE.  It is understood and agreed that the Parent will 
benefit from the covenants and agreements of the Employee hereunder. 
Accordingly, the Parent hereby unconditionally guarantees the performance by 
the Employer of all of the Employer's obligations and agreements hereunder.

                                       -13-

<PAGE>

    EXECUTED at Houston, Texas, as of the day and year first above written.

                             EMPLOYER:      OUACHITA ENERGY CORPORATION


                                            By:______________________________
                                            Name:____________________________
                                            Title:___________________________



                             EMPLOYEE:      _______________________
                                            ANDY PAYNE



                             PARENT:        EQUITY COMPRESSION SERVICES
                                            CORPORATION


                                            By:______________________________
                                            Name:____________________________
                                            Title:___________________________



                                       -14-