0001047469-03-004127 Sample Contracts

FUNDING AGREEMENT
Funding Agreement • February 5th, 2003 • Cap Rock Energy Corp • Electric services • Texas

THIS FUNDING AGREEMENT (this "Agreement") is made and entered into this 1st day of October, 2002, by and between CAP ROCK ENERGY CORPORATION (the "Company"), a Texas corporation, and ALFRED J. SCHWARTZ and ROBERT G. HOLMAN, Trustees (together with their successors, the "Trustees") of the CAP ROCK ENERGY CORPORATION SHAREHOLDERS' TRUST (the "Trust") dated of even date herewith.

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THIS AGREEMENT IS SUBJECT TO ARBITRATION UNDER THE TEXAS GENERAL ARBITRATION ACT SHARE OPTION AGREEMENT
Share Option Agreement • February 5th, 2003 • Cap Rock Energy Corp • Electric services • Texas

THIS SHARE OPTION AGREEMENT (this "Agreement") is made and entered into this 1st day of October, 2002, by and between CAP ROCK ENERGY CORPORATION (the "Company"), a Texas corporation, and ALFRED J. SCHWARTZ and ROBERT G. HOLMAN, Trustees (together with their successors, the "Trustees") of the CAP ROCK ENERGY CORPORATION SHAREHOLDERS' TRUST (the "Trust") dated of even date herewith.

CAP ROCK ENERGY CORPORATION SHAREHOLDERS' TRUST
Cap Rock Energy Corp • February 5th, 2003 • Electric services • Texas

THIS SHAREHOLDERS' TRUST (this "Trust") is established this 1st day of October, 2002, by and between CAP ROCK ENERGY CORPORATION (the "Settlor"), a Texas corporation, ALFRED J. SCHWARTZ and ROBERT G. HOLMAN (the "Trustees").

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