0001104659-03-006287 Sample Contracts

FUNDING AGREEMENT
Funding Agreement • April 10th, 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 • April 10th, 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.

EMPLOYMENT CONTRACT
Employment Contract • April 10th, 2003 • Cap Rock Energy Corp • Electric services • Texas

This Employment Contract (“Agreement”) is made and entered into on this 20th day of September, 2001, and the initial term of this Agreement and all other terms and provisions herein, except for the amount of salary, are effective beginning as of June 11, 2001 when CAP ROCK ENERGY CORPORATION and CELIA ZINN entered into an Employment Contract. This Agreement modifies, amends and supercedes the Agreement previously executed as of June 11, 2001 by and between the Parties to this Agreement.

CAP ROCK ENERGY CORPORATION SHAREHOLDERS’ TRUST
Shareholders’ Trust • April 10th, 2003 • Cap Rock Energy Corp • 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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