CONSULTING AGREEMENT

Consulting Services Agreement

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H&|E EQUIPMENT SERVICES, INC. | H&E EQUIPMENT SERVICES, INC | GARY W. BAGLEY

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Title: CONSULTING AGREEMENT
Date: 4/30/2007
Industry: RENTAL Law Firm: Taylor, Porter, Brooks & Phillips L.L.P. Sector: SERVIC

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Exhibit 10.1

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (“ Agreement ”) effective as of the 30 ^th day of April, 2007, between H&E EQUIPMENT SERVICES, INC. (“ H&E ”), whose principal mailing address is 11100 Mead Road, 2 ^nd floor, Baton Rouge, Louisiana 70816, and GARY W. BAGLEY (“ Consultant ”), whose mailing address is 9 Altawood Drive, Salt Lake City, Utah 84092.

RECITALS :

WHEREAS, H&E is the successor by statutory merger of H&E Equipment Services L.L.C., effective February 3, 2006, and of Head & Engquist Equipment, L.L.C., and ICM Equipment Company L.L.C., effective June 17, 2002;

WHEREAS, H&E is engaged in the business of selling, renting, and servicing manufacturing, industrial, construction, and mining equipment, and the provision of related services;

WHEREAS , H&E has heretofore employed Consultant as a consultant pursuant to a Consulting and Noncompetition Agreement dated July 31, 2004 (“ Noncompetition Agreement ”), and as an officer and its Chairman pursuant to an Employment Agreement, initially dated February 4, 1998, and amended subsequently with the third and final amendment dated as of June 14, 2002 (“ Employment Agreement ”); and,

WHEREAS, Consultant acknowledges extinguishment of the Noncompetition Agreement and the Employment Agreement, and H&E and Consultant now desire to have Consultant provide his services pursuant to the terms of this Agreement.

NOW, THEREFORE, in consideration of the premises and of the mutual agreements hereinafter set forth, the parties declare and agree as follows:

W I T N E S S E T H:

1. Term and Duties . H&E hereby appoints and engages Consultant, for a period of five (5) years (the “ Consulting Period ”) commencing on the date hereof, as a consultant to H&E and its affiliates and subsidiaries, including but not limited to Great Northern Equipment, Inc. and H&E Equipment Services (California), LLC, of all matters directly or indirectly related to H&E’s business. The Consultant shall be available to furnish such consulting services hereunder as may be reasonably requested by the Board of Directors, the CEO and/or the CFO of H&E

2. Compensation, Etc .

(a)

As full and complete compensation for any and all services which the Consultant may render hereunder, H&E shall pay Consultant the sum of $167,000.00 per annum, together with a cost-of-living increase of four percent (4%) compounded annually. Consultant shall be responsible for all federal and state taxes and other payments as required by applicable law. The fee shall be paid in equal portions to Consultant bi-weekly.

(b)

H&E will reimburse Consultant for all reasonable and actual out-of-pocket expenses incurred by him in the performance of his duties hereunder upon presentation of appropriate documentation.

(c)

Consultant will be provided an office, appropriate office supplies and equipment, and such support and secretarial staff as is reasonably needed by Consultant to meet his obligations under this Agreement. The expenses of the office and staff will be paid by H&E.

(d)

In keeping with past treatment of retiring senior executive officers of H&E, H&E will, during the Consulting Period, continue to provide the Consultant and his spouse with the hospitalization and medical