EMPLOYMENT CONTRACT

Empcon5.CRE 7/14/92

                               EMPLOYMENT CONTRACT

THE STATE OF TEXAS )
                                                 KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF XXXXXX   )

         This Employment Contract (Agreement) is made and entered into on or
as of the 21st day of July 1992.

         By this Agreement, CAP ROCK ELECTRIC COOPERATIVE, INC,. deferred to
in thin agreement as "Cooperative", acting by and through its Chief Executive
Officer and General Manager, Xxxxx X. Xxxxxx, hereinafter referred to as
"Xxxxxx", employs Ulen A. North, referred to in this Agreement as "North",
and whose principal place of employment is Xxxxxxx, Xxxxxx County, Texas who
accepts employment on the following terms and conditions:

                                    ARTICLE 1

                               TERMS OF EMPLOYMENT

         By this Agreement, the Cooperative, acting by and through and under
the direction of Xxxxxx, employs North and North accepts employment with the
Cooperative for an initial term of two (2) years. Unless a written notice to
terminate this Agreement is executed and properly delivered by either party
prior to an anniversary date and subject to a satisfactory evaluation by
Xxxxxx of North on the annual employee appraisal, this Agreement shall
annually and automatically be renewed for an additional term of two (2)
years. This Agreement may, however, be terminated earlier, as provided in
Article 4, below.

                                    ARTICLE 2

                        EMPLOYMENT COMPENSATION & BENEFITS

2.01 As compensation for all services rendered under this Agreement, North
shall be paid by Cooperative a salary of $ 66,192.00 per year, or any greater
amount of compensation including bonuses and deferred compensation authorized
by the wage and salary plan or Board policies authorized by the Cooperative,
together with an annual salary adjustment in an amount at least equal to any
approved across the board salary adjustments for all employees.

2.02 North shall receive the same annual leave and sick leave and all other
benefits as are accorded regular full-time employees of the Cooperative
including provisions governing accrual and payment therefore on early
retirement or other methods of employment.

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2.03 Subject to the above paragraph 2.02, all provisions of the Cooperative's
rules and regulations relating to annual (vacation), sick leave, early
retirement, insurance, savings, deferred compensation, bonuses, pension
program contributions, holiday and other fringe benefits and working
conditions as they now exist or hereafter may be amended, shall apply to
North as they would to other employees of the Cooperative.

2.04 Because North's duties will from time to time require him to work
outside of, and in addition to, the Cooperative's established normal work
week, work days and work hours, North shall be allowed to take compensatory
time off.

                                    ARTICLE 3

                               COVENANT TO PERFORM

         North agrees and covenants to perform his work and services
diligently and use his best efforts to faithfully comply with all of the
assignments duly made to him on behalf of the Cooperative by Xxxxxx.

                                    ARTICLE 4

                              TERM AND TERMINATION

4.01 The Cooperative shall employ North pursuant to this Agreement for the
two (2) year term beginning with the effective date of his employment
hereunder, yearly renewable subject to and following a satisfactory
evaluation employee appraisal report on North by Xxxxxx, for successive two
year terms. However, if during such employment, North tails or refuses to
perform the work and services assigned to him on behalf of the Cooperative by
Pruitt, or should he become derelict in so performing, or become unable to
perform, or otherwise become in substantial breach of this Agreement all as
may be determined by Pruitt in his sole discretion or otherwise so act as to
give the Cooperative good cause, this Agreement shall, at Xxxxxx'x sole
option, cease and terminate and any of North's rights hereunder not already
finally vested shall cease on or at such time as Xxxxxx shall notify North in
Writing. The term "good cause" shall mean the following and not otherwise:

         1.       Knowingly, willfully and substantially, during the term of
                  this Agreement, neglects the duties that North is required to
                  perform under the terms of this Agreement.

         2.       Knowingly, willfully and substantially, during the term of
                  this Agreement, commits clearly dishonest acts toward the
                  Cooperative with the intent to injure or damage the
                  Cooperative.

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4.02 If North's employment terminates for any reason other than as provided
for in paragraph 4.01, the Cooperative shall pay North a lump sum cash
settlement equal to the total salary then in effect for the two (2) year term
of the Contract, plus the amount the Cooperative would have paid during such
period for North's retirement-pension plans and health insurance, plus such
amounts, if any, are at the time of his termination of employment, payable
for accrued but untaken vacation and sick leave, compensatory time, bonuses
and other compensation authorized by the Board of Directors.

4.03 Notwithstanding paragraphs 4.01 and 4.02, this Agreement and North's
employment hereunder may be terminated at such time and upon such terms and
conditions as the parties may mutually agree.

                                   ARTICLE 5

                       SUPERSESSION AND EFFECTIVENESS

5.01 This Agreement supersedes any other agreement or Understanding, written
or oral, between the parties with respect to the matters covered hereunder,
and it contains the entire understanding of the parties and all of the
covenants and agreements between them with respect to North's employment.

5.02 This Agreement shall bind and be for the benefit of the parties to the
agreement, as well as their respective successors, heirs and assigns, it
being understood, however that this Agreement may be assigned only with the
written consent of both parties.

5.03 The existence and effectiveness of this Agreement between the parties
hereto does not preclude or otherwise interfere with employment of North by
subsidiary corporations of Cap Rock Electric Cooperative, Inc., or by any
corporation organized by the Cooperative's Board of Directors for the benefit
of the Cooperative, or the receipt of compensation by North from any such
corporations.

5.04 This Agreement shall become binding upon the parties from and as of the
date of the execution.

         IN WITNESS WHEREOF, the parties have executed this Agreement in
duplicate originals, one being retained by each, on or as of the 21st day of
July, 1992.

                                       CAP ROCK ELECTRIC COOPERATIVE,
                                       INC.

/s/ Ulen A. North                      /s/ Xxxxx X. Xxxxxx
-------------------------              ------------------------------
Ulen A. North                          Xxxxx X. Xxxxxx, CEO/Gen. Mgr.


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THE STATE OF TEXAS                          )

COUNTY OF XXXXXX                            )

         This instrument was acknowledged before me on this the 21st day of
July, 1992, by XXXXX X. XXXXXX, Chief Executive Officer and General Manager
of Cap Rock Electric Cooperative, Inc., a Texas cooperative corporation, on
behalf of said Corporation.

                             /s/ Xxxxxx X. Xxxxxxxxx
                             ------------------------------------
                             Notary Public, State of Texas
                             Printed Name of Notary: Xxxxxx X. Xxxxxxxxx
                                                    --------------------
                             My Commission Expires: 7-11-95
                                                    --------------------


(SEAL)


THE STATE OF TEXAS                  )

COUNTY OF XXXXXX                    )

         This instrument was acknowledged before me on this the 21st day of
July, 1992, by ULEN A. NORTH.


                             /s/ Xxxxxx X. Xxxxxxxxx
                             ------------------------------------
                             Notary Public, State of Texas
                             Printed Name of Notary: Xxxxxx X. Xxxxxxxxx
                                                    --------------------
                             My Commission Expires: 7-11-95
                                                    --------------------


         (SEAL)







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