COOPERATION AGREEMENT

EXHIBIT 10.21











COOPERATION AGREEMENT



THIS AGREEMENT, made the 16th day of January, 1997, between



WARTSILA DIESEL INTERNATIONAL LTD. OY, a company organized and existing under the laws of Finland, having its principal office at Pitkansillanranta 3A - PO Box 196, 00101 Helsinki, Finland,(hereinafter called "WD"),



as the first party, and



HANOVER COMPRESSOR COMPANY, a company organized under the laws of the state of Delaware (hereinafter called "HCC")



as the second party, and



WARTSILA COMPRESSION SYSTEMS GMBH, a corporation organized and existing under the laws of Germany (hereinafter called "WCS")



as the third party.





WHEREAS, WD has been and continues to be engaged in the business of, and has considerable experience in, the design, manufacturing, marketing, sales, and servicing of diesel and gas engines that are used as or for, among other things, main and auxiliary ship engines, land-based power plants, traction applications, and pump and compressor applications;



WHEREAS, Wartsila Compression Systems GmbH ("WCS"), a corporation organized under the laws of Germany and wholly owned by WD, is in the business of engineering, developing, marketing, and selling gas compression systems driven by engines of varying sizes manufactured by WD or one or more of its affiliates, as well as performing maintenance services;



WHEREAS, HCC has been and continues to be engaged in the business of providing gas rental and fabrication service and oil and natural gas production equipment essential to the production, processing and transportation of natural gas including the leasing, maintaining and operating of gas compressors the fabrication of such compressors and the fabrication of oil and gas production equipment;



WHEREAS, on 11th of July, 1996, WD and HCC executed a Memorandum of Understanding, setting forth their intentions with respect to their commercial relationship regarding gas compression's systems driven by Wartsila Diesel engines; and



WHEREAS, WD, WCS, and HCC each wish to memorialize such commercial relationship by this Cooperation Agreement;



NOW THEREFORE, in consideration of the premises and covenants herein contained the parties hereto hereby agree as follows: 1. MISSION STATEMENT.



The objective of this Cooperation Agreement is to build a strong commercial relationship among WD, WCS, and HCC that will be devoted to engineering, development, marketing, and sale of gas compression systems driven by engines of varying sizes manufactured by WD or one or more of its affiliates as well as to the maintenance services for the above.



2. COOPERATION.



2.1 GENERAL.



The parties to this Cooperation Agreement agree to use their

reasonable best efforts to cooperate with one another to

achieve the objective generally set forth in Article 1

hereinabove and described more particularly in the articles



2.2 HCC PURCHASE OF WCS STOCK.



Upon execution of this Cooperation Agreement WD and HCC shall

enter into (a) a stock purchase agreement (Appendix 1)

pursuant to which WD shall sell 33% of its equity interest in

WCS to HCC, which shall set forth the terms of such sale, and

(b) into a Shareholders Agreement (Appendix 2) which shall

regulate the respective roles of WD and HCC in respect of the

ownership and management of WCS.



2.3 Expect as provided in this Agreement or any other Agreement

referred to herein each of the Parties shall have the right to

pursue their own business activities whether or not such

activities are competitive with any other Party.

Notwithstanding the foregoing, during the term of the

Distributorship Agreement and for a period of two years

thereafter, neither WD nor WCS, nor any of their affiliates

shall own an interest in an entity engaging in or engage

themselves in the leasing of gas compressor packages in the

"Territory" as a substantial business, as such term is defined

in the Distributorship Agreement. However, the above shall

not apply in the event HCC takes over WCS as a result of a

deadlock pursuant to article 4.8 of the Shareholders



2.4 TECHNICAL COOPERATION.



2.4.1 TECHNOLOGY AND DEVELOPMENT OF KNOW-HOW.



2.4.1.1 Development of standard gas compression drive packages.



2.4.1.1.1 Immediately upon execution of this Agreement, WD, WCS and HCC

shall jointly take such steps as reasonably necessary to

develop and engineer standard gas compression drive packages for use with the following WD engines: W25SG, W28SG,

W34SG, W180SG and W220SG.



2.4.1.1.2 The intent of this article is to enable WCS to minimize

engineering and development costs by pre- engineering and

pre-developing packaged gas compression drive systems for use

with the aforementioned standard-sized WD engines.



2.4.1.1.3 In the event the financial resources of WCS are or become

insufficient to effectuate the purposes of this Articles, WD

and HCC may agree to contribute additional capital, that may

be necessary to accomplish the purposes of this article. Such

additional contributions shall be in direct proportion to the

equity interests held by WD and HCC in WCS at the time of such

additional contributions.



2.4.2 INTELLECTUAL PROPERTY RIGHTS.



2.4.2.1 The know-how required for all pre-engineered and pre-developed

packages for gas compression drive systems shall be made

available by WD and HCC for use by WCS without charge. Any

know-how developed by WCS shall be the property of WCS, WD and



2.4.2.2 WCS shall have the exclusive right to apply for and obtain

patents anywhere in the world for all inventions and

innovations resulting from work or experimentation by WCS

employees, provided that each of WD and HCC (and any of their

affiliates) shall be granted the non-exclusive, perpetual,

royalty-free licenses to use such patents.



2.4.2.3 All WD engines sold and/or distributed by or through WCS or

HCC shall prominently display the engine name and the name,

"Wartsila Diesel" and/or Wartsila or another name provided by

WD on the exterior of such engines where such name(s) are

readily visible.



2.4.3 TRAINING AND EDUCATION.



2.4.3.1 Within a reasonable time after execution of this Cooperation

Agreement, and from time to time, and at such places or via

such telecommunication systems as are mutually acceptable, the

parties hereto shall conduct whatever educational seminars and

training sessions that may be necessary to educate WCS and/or

HCC processing technology for using low grade natural gas in

gas compression systems.



2.4.3.2 Within a reasonable time after execution of this Cooperation

Agreement, and from time to time, and at such places or via

such telecommunication systems as are mutually acceptable, the

parties hereto shall conduct whatever educational seminars and

training sessions that may be necessary to educate WCS and/or

HCC personnel about diesel/gas engine technology for gas compression



2.4.3.3 Within a reasonable time after execution of this Cooperation

Agreement, and from time to time HCC shall prepare related

written and/or audio-visual materials for the purpose of

educating WCS and/or WD personnel about bidding tools,

developing technical solutions and gas compression marketing



2.4.4 TASK FORCE.



2.4.4.1 Within a reasonable time after execution of this Cooperation

Agreement and at such places or via such communication systems

as are mutually acceptable, WCS, WD and HCC shall form a task

force for the purpose of discussing technical and

developmental issues that may have ...