1

                                 LOAN AGREEMENT

AGREEMENT,  dated  December 13 , 1994 , between Cap Rock  Electric  Cooperative,
Inc.,  ("Borrower"),  a corporation organized and existing under the laws of the
State of Texas (the "State") and NATIONAL RURAL  UTILITIES  COOPERATIVE  FINANCE
CORPORATION ("CFC"), a corporation organized and
existing under the laws of the District of Columbia,

                                    RECITALS

          WHEREAS,  the  Borrower  has  applied  to CFC for three  loans for the
purpose(s) set forth in Schedule 1 hereto and CFC is willing to make such a loan
to the Borrower on the terms and conditions stated herein; and

          WHEREAS,  the  Borrower  has  agreed  to enter  into  three  loans and
to-execute three (3) Secured  Promissory Notes (each representing a separate and
distinct loan with CFC) to evidence an indebtedness  in the aggregate  principal
amount of the CFC Commitment;

          NOW,  THEREFORE,  for and in  consideration  of the  premises  and the
mutual  covenants  hereinafter  contained,  the  parties  hereto  agree and bind
themselves as follows:

                                                   ARTICLE I

                                                 DEFINITIONS

Capitalized  terms that are not defined  herein  shall have the  meanings as set
forth in the Mortgage.

          "Advance"  or  "Advances"  shall  mean  advances  by CFC  to  Borrower
pursuant to the terms and conditions of this Agreement.

          "Amortization  Basis Date" shall mean the first Payment Date following
the date of the first Advance,

          "Business Day" shall mean any day that CFC is open for business,

          "CFC Commitment"  shall mean the total amount of money that CFC agrees
to lend to  Borrower  pursuant  to the terms and  conditions  of this  Agreement
pursuant to the loans and as evidenced by the Note or Notes and is in the amount
as set forth in Schedule 1 hereto.

          "CFC Fixed Rate" shall mean such fixed rate as is then  available  for
loans  similarly  classified  pursuant to CFC's policies and procedures  then in
effect.



<PAGE>





          "CFC  Variable  Rate"  shall  mean the  rates  established  by CFC for
variable  interest rate long-term  loans  similarly  classified  pursuant to the
long-term loan programs established by CFC from time to time.

          "Conversion Request" shall mean a request of the Borrower's President,
General  Manager or Board of Directors,  in form and substance  satisfactory  to
CFC, that requests an interest rate conversion.

          "Depreciation   and   Amortization   Expense"  shall  mean  an  amount
constituting  the  depreciation and amortization of the Borrower as computed for
purposes of Form 7.

          "Distributions" shall have the meaning defined in Section 5.1.

          "Debt Service  Coverage Ratio ("DSC")" shall mean the ratio determined
as follows:  for any  calendar  year add (i)  Patronage  Capital  and  Operating
Margins,  (ii)  Non-Operating  Margins-Interest,  (iii) Interest  Expense,  (iv)
Depreciation  and  Amortization  Expense for such year, and (v) cash received in
respect of generation and transmission and other capital credits, and divide the
sum so obtained by the sum of all  payments of Principal  and  Interest  Expense
during  such  calendar  year;  provided,  however,  that in the  event  that any
Long-Term  Debt has been  refinanced  during such year the payments of Principal
and  Interest  Expense  required  to be made during such year on account of such
Long-Term Debt shall be based (in lieu of actual payments required to be made on
such refinanced  Debt) upon the larger of (i) an  annualization  of the payments
required to be made with respect to the  refinancing  debt during the portion of
such year such  refinancing debt is outstanding or (ii) the payment of Principal
and Interest Expense required to be made during the following year on account of
such refinancing debt.

          "Equities and Margins" shall mean  Borrower's  equities and margins as
computed pursuant to generally accepted accounting principles.

          "Equity"  shall mean the aggregate of Borrower's  Equities and Margins
as computed pursuant to generally accepted accounting principles.

          "Form 7" shall mean the form so identified by CFC, or, if no such form
is applicable to the accounts of the Borrower, such reference shall apply to the
corresponding  information  otherwise  determine in  accordance  with  generally
accepted accounting principles.

          "Interest  Expense"  shall mean an amount  constituting  the  interest
expense  with  respect to Total  Long-Term  Debt of the Borrower as computed for
purposes of Form 7. In computing Interest Expense,  there shall be added, to the
extent  not  otherwise  included,  an amount  equal to  33-1/3% of the excess of
Restricted  Rentals paid by the Borrower over 2% of the Borrower's  Equities and
Margins.

"LCTC" shall mean the Loan Capital Term  Certificate as described in Section be.
hereto.


<PAGE>




          "Long-Term  Debt" shall mean any amount  included  in Total  Long-Term
Debt pursuant to generally accepted accounting principles. -

          "Maturity Date" shall have the meaning as defined in the Note.

          "Mortgage" shall have the meaning as described in Schedule 1 hereto.

          "Mortgaged  Property"  shall  have  the  meaning  as  defined  in  the
Mortgage.

          "Non-Operating    Margins-Interest"   shall   mean   the   amount   of
non-operating margins-interest of Borrower as computed for purposes of Form 7.

          "Note" or "Notes"  shall mean a promissory  note or notes  executed by
the Borrower in the form of Exhibit A hereto which, in the aggregate,  equal the
CFC Commitment.

          "Patronage Capital and Operating Margins" shall mean the net amount of
operating  revenue and patronage capital less the total cost of electric service
of the Borrower as computed for purposes of Form 7.

          "Payment Date" shall mean the last day of each of the months  referred
to in Schedule 1 hereto.

          "Payment Notice" shall mean a notice furnished by CFC to Borrower that
indicates  the precise  amount of each payment of principal and interest and the
total amount of each payment.

          "Principal"  shall mean the amount of  principal  billed on account of
Total Long-Term Debt of Borrower as computed for purposes of Form 7.

          "Termination Date" shall mean a date four years after the date hereof.

          "Total Long-Term Debt" shall mean an amount constituting the long-term
debt of the Borrower as computed for purposes of Form 7.

          "Total  Utility  Plant" shall mean the amount  constituting  the total
utility plant of the Borrower  computed in accordance  with  generally  accepted
accounting principles.

                                   ARTICLE II


                         REPRESENTATIONS AND WARRANTIES

          Section 2. The Borrower represents and warrants that:

     A. Good  Standing.  The Borrower is a  corporation  duly  incorporated  and
validly existing and in good corporate  standing under the laws of the State, is
duly  qualified  in those  states in which it is  required  to be  qualified  to
conduct its  business  and has  corporate  power to enter into and perform  this
Agreement, to borrow hereunder and to give security as provided for herein.


<PAGE>




     B.  Authority.  The execution,  delivery and performance by the Borrower of
this Agreement, each Note (as hereinafter defined) and the -Mortgage (as defined
in  Schedule 1 hereto)  and the  performance  of the  transactions  contemplated
thereby have been duly authorized by all necessary corporate action and will not
violate any provision of law or of the Articles of  Incorporation  or By-Laws of
the  Borrower  or result in a breach  of, or  constitute  a default  under,  any
agreement,  indenture or other instrument to which the Borrower is a party or by
which it may be bound.

     C.  Litigation.  There  are  no  suits  or  proceedings  pending  or to the
knowledge of the Borrower  threatened  against or affecting  the Borrower or its
properties which, if adversely determined,  would have a material adverse effect
upon the financial  condition or the business of the  Borrower,  The Borrower is
not, to its knowledge,  in default with respect to any judgment,  order, rule or
regulation  of any court,  governmental  agency or other  instrumentality  which
would have a material adverse effect on the Borrower.

         D.  Financial  Statements.  The balance sheet of the Borrower as at the
date  identified  in Schedule 1 hereto,  and the  statement of operations of the
Borrower for the period  ending on said date,  heretofore  furnished to CFC, are
complete and correct. Said balance sheet fairly presents the financial condition
of the Borrower as at said date and said statement of operations fairly reflects
its  operations  for  the  period  ending  on said  date,  The  Borrower  has no
contingent  obligation  or unusual  forward or long-term  commitments  except as
specifically stated in said balance sheet or herein.  There has been no material
adverse  change in the  financial  condition or  operations of the Borrower from
that set forth in said financial  statements except changes disclosed in writing
to CFC prior to the date hereof.

     E. Location of Office.  The principal place of business of the Borrower and
the office where its records concerning accounts and contract rights are kept Is
identified in Schedule I hereto.

     F. Location of Properties. All property owned by the Borrower is located in
the counties identified in Schedule 1 hereto.

     G. No Other  Liens.  As to  property  which is  presently  included  in the
description of Mortgaged  Property (as that term is defined in the Mortgage) the
Borrower has not, without the prior written approval of CFC, signed any security
agreement or filed or permitted to be filed any financing statement with respect
to assets owned by it, other than security  agreements and financing  statements
running in favor of CFC, except as disclosed in writing to CFC prior to the date
hereof.

     H. Required Approvals. No license,  consent or approval of any governmental
agency or  authority  is  required  to enable  the  Borrower  to enter into this
Agreement or to perform any of its  obligations  provided  for herein  except as
disclosed in Schedule 1 hereto.


<PAGE>




     I. Survival. All representations and warranties made by the Borrower herein
or made in any certificate delivered pursuant hereto shall survive the making of
the Advances and the execution and delivery to CFC of the Note or Notes.

                                                                    ARTICLE III

                                      LOAN

          Section 3.1. Advances.  CFC agrees to make, and the Borrower agrees to
request,  on the terms and conditions of this  Agreement,  Advances from time to
time at the main office of CFC, or at such other place as may be mutually agreed
upon, in an aggregate principal amount not to exceed the CFC Commitment.

          On the  Termination  Date, CFC may stop advancing  funds and limit the
CFC Commitment to the amount  advanced prior to such date. The obligation of the
Borrower  to  repay  the  Advances  on  each  loan  shall  be  evidenced  by the
appropriate  Note in the principal  amount of the unpaid principal amount of the
Advances  from time to time  outstanding.  Each Note  represents  a separate and
distinct  loan by and  between  Borrower  and CFC  pursuant to the terms of this
Agreement.  The face amount of the Notes in the aggregate  shall be equal to the
principal  amount of the CFC  Commitment,  The  Borrower  shall give CFC written
notice of the date on which each Advance is to be made.

          Section  3.2.  Application  of Advances.  The Borrower  shall give CFC
prior written notice of the date on which an Advance is to be made.  Prior to an
Advance,  Borrower  shall notify CFC in writing how the Advance is to be applied
with respect to each Note. In the event  Borrower fails to provide CFC with said
notice, the Advance shall be applied sequentially to each Note in the order they
are listed in Schedule I attached hereto.

     Section 3.3. Interest Rate and Payment. Each Note shall be payable and bear
interest as follows:

     A.  Payments and  Amortization.  The  Borrower,  upon receipt of an invoice
relating to an Advance,  shall  promptly pay interest  only on each Payment Date
until  the  first  Payment  Date  of  the  first  full  quarter   following  the
Amortization Basis Date.

Thereafter, quarterly or monthly installments, as determined by CFC, of interest
and/or  principal in the amounts shown in the Payment  Notice,  shall be paid on
each Payment Date;  except that if not sooner paid, any amount due on account of
the unpaid  principal,  interest  accrued thereon and fees, if any, shall be due
and payable on the Maturity Date. On or after the  Amortization  Basis Date, and
thereafter  at least  quarterly,  CFC will  furnish  to the  Borrower  a Payment
Notice. Such Payment Notice shall be sent to the Borrower at least ten (10) days
before the next ensuing Payment Date.


<PAGE>


         Section 3.4.      Conversion of Interest Rates

         A. CFC Variable Rate to a CFC Fixed Rate.  For each loan,  the Borrower
may at any time  request to convert  from the CFC  Variable  Rate to a CFC Fixed
Rate by submitting to CFC a Conversion Request.  Each rate shall be equal to the
rate of interest offered by CFC in effect on the date of the Conversion Request.
The effective  date of the new interest  rate shall be a date  determined by CFC
pursuant  to its  policies  of  general  application  following  receipt  of the
Conversion  Request.  Prior to the time  when the CFC  Fixed  Rate is no  longer
applicable, the Borrower may select the CFC Variable Rate or a CFC Fixed Rate.

         B. CFC Fixed Rate to CFC Variable Rate. For each loan, the Borrower may
at its option at any time convert, at the discretion of CFC, a CFC Fixed Rate to
the CFC  Variable  Rate,  if the  Borrower:  (I)  submits a  Conversion  Request
requesting that the CFC Variable Rate apply to any  outstanding  loan balance on
the Note and future  Advances  pursuant  thereto;  and (ii) pays to CFC promptly
upon  receipt  of an  invoice a  conversion  fee  calculated  pursuant  to CFC's
long-term  loan  policies  as  established  from  time  to  time  for  similarly
classified long-term loans. The effective date of the CFC Variable Rate shall be
a date  determined  by CFC  pursuant  to its  policies  of  general  application
following receipt of the Conversion Request.

         C. A CFC Fixed Rate to Another CFC Fixed Rate. For each loan and at the
discretion of CFC, the Borrower may at its option at any time convert any amount
outstanding  on the Note from a CFC Fixed Rate to another  CFC Fixed Rate if the
Borrower (i) submits a Conversion Request requesting that a CFC Fixed Rate apply
to any  outstanding  loan balance on the Note and (ii) pays to CFC promptly upon
receipt of an invoice any applicable conversion fee calculated pursuant to CFC's
long-term  loan  policies  as  established  from  time  to  time  for  similarly
classified long-term loans. The effective date of the new interest rate shall be
a date  determined  by CFC  pursuant  to its  policies  of  general  application
following receipt of the Conversion Request.

         Section 3.5. Prepayment. The Borrower may at any time, on not less than
30 days' written notice to CFC,  prepay any Note, in whole or in part,  together
with the interest  accrued to the date of prepayment and any prepayment  premium
that CFC may from time to time prescribe.


                                   ARTICLE IV

                              CONDITIONS OF LENDING

         Section  4. The  obligation  of CFC to make any  Advance  hereunder  is
subject to satisfaction of the following conditions:

     A. Legal Matters.  All legal matters  incident to the  consummation  of the
transactions  hereby  contemplated shall he satisfactory to counsel for CFC and,
as to all  matters of local law,  to such local  counsel as counsel  for CFC may
retain.


<PAGE>





         B.  Documents.  CFC shall have been  furnished  with  executed  copies,
satisfactory  to  CFC,  of this  Agreement,  each  Note  and  the  Mortgage  and
-certified  copies,  satisfactory  to CFC, of all such  corporate  documents and
proceedings of the Borrower  authorizing the transactions hereby contemplated as
CFC or its counsel shall require.  CFC shall have received an opinion of counsel
for the Borrower addressing such other legal matters as CFC or its counsel shall
reasonably require.

     C. Government Approvals.  The Borrower shall have furnished to CFC true and
correct  copies of all,  certificates,  authorizations  and consents,  including
without  limitation the consents  referred to in Section 2.H. hereof,  necessary
for the execution,  delivery or  performance by the Borrower of this  Agreement,
each Note and the Mortgage.

         D.  Representations and Warranties.  The representations and warranties
contained  in  Article  II  shall  (except  as  affected  by  the  -transactions
contemplated  by  this  Agreement)  be true on the  date of the  making  of each
Advance  hereunder  with the same  effect as  though  such  representations  and
warranties had been made on such date; no Event of Default  specified in Article
VI and no event  which,  with the lapse of time or the  notice and lapse of time
specified  in  Article  VI would  become  such an Event of  Default,  shall have
occurred and be  continuing  or will have  occurred  after giving  effect to the
Advance on the books of the  Borrower;  there  shall have  occurred  no material
adverse  change in the business or  condition,  financial or  otherwise,  of the
Borrower; and nothing shall have occurred which in the opinion of CFC materially
and adversely affects the Borrower's ability to meet its obligations hereunder,

     E.  Mortgage  Filing.  The  Mortgage  shall  have been duly  recorded  as a
mortgage  on real  property  and duly  filed,  recorded or indexed as a security
interest  in  personal  property  wherever  CFC  shall  have  requested,  all in
accordance with applicable law, and the Borrower shall have caused  satisfactory
evidence thereof to be furnished to CFC.

     F. Special  Conditions.  The Borrower  shall have complied with any special
conditions listed in Schedule 1 hereto.

     C.  Requisitions.  The Borrower will requisition all Advances by submitting
its requisition to CFC in form and substance  satisfactory to CFC.  Requisitions
shall be made only for the purpose(s) set forth herein.  The Borrower  agrees to
apply the proceeds of the Advances in accordance with its loan  application with
such modifications as may be mutually agreed.

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

Section  5.  After the date  hereof  and until  payment in full of each Note and
performance of all  obligations of the Borrower  hereunder,  the Borrower agrees
that it will:


<PAGE>





         A.       Membership.       Remain a member in good standing of CFC

         B. Financial Ratios;  Design of Rates. The Borrower,  subject to events
in the  judgment  of CFC to be beyond  the  control  of the  Borrower,  shall so
operate and manage its business as to achieve a DSC of not less than 1.35,  said
ratio being  determined  by averaging  the two highest  annual ratios during the
most recent three  calendar  years.  The Borrower shall design its rates so that
such DSC ratio will be achieved. The Borrower shall not decrease its rates if it
has  failed  to  achieve  a DSC of 1.35  for the  calendar  year  prior  to such
reduction  subject only to an order from a regulatory  body properly  exercising
jurisdiction over the Borrower.

         C. Annual Certificates. Within ninety (90) days after the close of each
calendar year,  commencing with the year following the year in which the initial
Advance  hereunder  shall  have been made,  deliver  to CFC a written  statement
signed by its General  Manager,  stating that during such year,  and that to the
best  of  said  person's  knowledge,  the  Borrower  has  fulfilled  all  of its
obligations  under this  Agreement,  the Note, and the Mortgage  throughout such
year or, if there has been a default in the fulfillment of any such obligations,
specifying  each such  default  known to said  person  and the nature and status
thereof. In addition,  the Borrower shall deliver to CFC within ninety (90) days
of CFC's  written  request,  which shall be no more  frequently  than once every
year, a certification  regarding the condition of the Mortgaged Property both in
a form and prepared by a professional engineer satisfactory to CFC.

     D. Notice of Change in Place of Business. Notify promptly CFC in writing of
any change in location of its  principal  place of business or the office  where
its records concerning accounts and contract rights are kept.

         B.  Loan  Certificate  Purchase.  Purchase  an LCTC for each  loan,  if
required,  in an amount not to exceed  three  percent of the face amount of each
Note at a purchase price of 100% of the principal  amount thereof.  The purchase
price of each  LCTC,  if any,  shall be  calculated  at the time of the  initial
Advance on each loan pursuant to CFC's policies as established from time to time
for  loans  similarly  classified.  Such  purchase  shall  be paid  for in equal
quarterly  installments  after  the date of the  initial  Advance  on each  loan
pursuant to CFC's  policies.  CFC agrees to deliver the LCTC within  ninety days
following the date at which the LCTC has been paid for in full.


         F.  Limitations  on: System  Extensions and  Additions;  Operations and
Maintenance Contracts; Power Purchase Contracts;  Power Sales Contracts.  Unless
the  Borrower  shall at the time have an  Equity  of at least 40% or shall  have
achieved a DSC of at least  1.35 for each of the last two  calendar  years,  the
Borrower will not, without the prior written consent of CFC (a) construct, make,
lease,  purchase or otherwise  acquire any extensions or additions to its system
which provide direct service to any ultimate  consumer  having an anticipated or
contract demand in excess of twenty-five (25) percent of the Borrower's  maximum
system electrical demand recorded during the past twelve months;  (h) enter into
any contract or contracts for the sale to the ultimate


<PAGE>





consumer of electric power and energy in excess of  twenty-five  (25) percent of
the  Borrower's  maximum  system  demand for the prior year;  (c) subject to the
terms of the  Mortgage,  enter into any  contract  or  contracts  for the use by
others of all or a  substantial  part of its  property;  and (d) enter  into any
contract or contracts  for the purchase of electric  power or energy which would
alter the source for the prior year of more than 25% of the Borrower's source of
wholesale   power  or  for  any   transmission,   interconnection   or   pooling
arrangements.

         C.  Financial  Books;  Financial  Reports;  Right  of  Inspection.  The
Borrower will at all times keep, and safely preserve,  proper books, records and
accounts  in which full and true  entries  will be made of all of the  dealings,
business and affairs of the Borrower,  in accordance  with generally  acceptable
accounting  principles.  When  requested by CFC,  the Borrower  will prepare and
furnish  CFC from time to time  hereunder  not  later  than the last day of each
month financial and statistical  reports on its condition and operations for the
previous month,  Such reports shall be in such form and include such information
as may be  specified  by  CFC,  including  without  limitation  an  analysis  of
Borrower's revenues,  expenses and consumer accounts, The Borrower will cause to
be prepared  and  furnished  to CFC from time to time  hereunder,  at least once
during each 12-month  period during the term hereof,  a full and complete report
of its financial  condition and of its  operations as of the end of the calendar
year in form  and  substance  satisfactory  to CFC,  audited  and  certified  by
independent  certified  public  accountants  nationally  recognized or otherwise
satisfactory  to CFC and  accompanied  by a  report  of such  audit  in form and
substance satisfactory to CFC. Such report shall be furnished within 120 days of
the end of the such calendar year. CFC,  through its  representatives,  shall at
all times during reasonable business hours and upon prior notice have access to,
and the right to inspect  and make  copies of,  any or all  books,  records  and
accounts, and any or all invoices, contracts, leases, payrolls, canceled checks,
statements  and other  documents and papers of every kind belonging to or in the
possession of the Borrower or in anyway pertaining to its property or business.

         H.  Limitations  on  Mergers  and Sale,  Lease or  Transfer  of Capital
Assets;  Application of Proceeds.  Without the prior written consent of CFC, the
Borrower will not consolidate  with, or merge., or sell all or substantially all
of its business or assets,  to another entity or person.  If no Event of Default
(and no event  which  with  notice or lapse of time and notice  would  become an
Event of Default) shall have occurred and be continuing,  borrower may,  without
the prior written  consent of CFC, sell,  lease or transfer any capital asset in
exchange for fair market value  consideration  paid to the Borrower if the value
of such capital  asset is less than 5% of Total  Utility Plant and the aggregate
value of capital assets sold,  leased or  transferred in any 12-month  period is
less than 10% of Total Utility Plant.  Subject to the terms of the Mortgage,  if
the Borrower does sell, lease or transfer any capital assets,  then the proceeds
thereof (less ordinary and  reasonable  expenses  incident to such  transaction)
shall  immediately  (i) be  applied  as a  prepayment  of  the  Notes,  to  such
installments  as may be  designated  by CFC at the time of any such  prepayment;
(ii) in the case of dispositions of equipment, material or scrap, applied to the
purchase of other property useful


<PAGE>





in the  Borrower's  business,  although not  necessarily of the same kind as the
property  disposed of, which shall  forthwith  become subject to the lien of the
Mortgage;  or (iii) applied to the acquisition or construction of other property
or in reimbursement of the costs of such property.

         I.   Limitation  on  Dividends,   Patronage   Refunds  and  Other  Cash
Distributions.  Without the prior written consent of CFC, the Borrower will not,
in any calendar year,  declare or pay any dividends,  or pay or determine to pay
any patronage  refunds,  or retire any patronage  capital or make any other cash
distributions  (such  dividends,  refunds,  retirements and other  distributions
being  hereinafter  collectively  called   "Distributions"),   to  its  members,
stockholders  or consumers if after giving effect to any such  Distribution  the
total  Equity of the  Borrower  will not equal or exceed 40% of its total assets
and  other  debits;  provided,  however,  the  Borrower  may make  Distributions
(exclusive  of any  Distributions  to the estates of deceased  patrons) up to an
amount not in excess of 25% of the Patronage Capital and Margins of the Borrower
in the next preceding year; provided,  further,  however,  that in no event will
the Borrower make any  Distributions if there is unpaid when due any installment
of principal of (premium,  if any) or interest on its Notes,  if the Borrower is
otherwise  in  default  hereunder  or  if,  after  giving  effect  to  any  such
Distribution, the Borrower's total current and accrued assets would be less than
its total  current and accrued  liabilities.  Ror the purpose of this  section a
"cash  distribution"  shall be deemed to include  any  general  cancellation  or
abatement of charges for electric energy or services  furnished by the Borrower,
but not the repayment of a membership  fee upon  termination of s membership and
not the rebate of an  abatement  of costs  incurred by the  Borrower,  such as a
reduction of wholesale power cost previously incurred.

         J.  Limitations  on  Loans,  Investments  and  Other  Obligations.  The
Borrower will not, without the prior written consent of CFC,  hereafter make any
loan or  advance  to,  or make  any  investment  in,  or  purchase  or make  any
commitment  to  purchase  any stock,  bonds,  notes or other  securities  of, or
guaranty,  assume or  otherwise  become  obligated or liable with respect to the
obligations of, any other person, firm or corporation,  except (i) securities or
deposits issued,  guaranteed or fully insured as to payment by the United States
Government  or any agency  thereof,  (ii)  capital  term  certificates  or other
securities  of CFC,  (iii) capital  credits,  (iv) loans,  deposits,  advances ,
Investments , securities and  obligations  which the borrower has, prior to; the
date hereof ,. committed itself to make,  purchases.  or undertake , as the case
may be, and as to which the  Borrower  has given the notice in writing  prior to
the date  hereof,  and (v) such other  loans,  guarantees,  deposits,  advances,
investments  and  obligations as may from time to time to be made,  purchased or
undertaken  by the  Borrower,  provided,  however,  that the  aggregate  cost of
investments,  plus the total  unpaid  principal  amount  of  loans,  guarantees,
deposits, advances and obligations, permitted under this clause (v) shall not at
any  time  exceed  the  greater  of 10% of Total  Utility  Plant or 50% of total
Equities and Margins.

     K. Special  Affirmative  Covenants.  The Borrower agrees to comply with any
special affirmative covenant(s) identified in Schedule 1 hereto.


<PAGE>



                                   ARTICLE VI

                                EVENTS OF DEFAULT


         Section  6. The  following  shall  be  Events  of  Default  under  this
Agreement:

     A.  Representations and Warranties.  Any representation or warranty made by
the Borrower in Article II hereof or any certificate  furnished to CFC hereunder
shall prove to have been incorrect in any material  respect at the time made and
shall at the time in question be untrue or incorrect in any material respect and
remain uncured;

     B.  Payment.  Default  shall be made in the  payment  of or on  account  of
interest on or principal of any of the Note or Notes when and as the-same  shall
be due and payable,  whether by  acceleration  or otherwise,  which shall remain
unsatisfied for five (5) Business Days;

     C.  Other  Covenants.   Default  by  the  Borrower  in  the  observance  or
performance of any other covenant or agreement contained in this Loan Agreement,
in, any of the Notes or the  Mortgage,  which  shall  remain  unremedied  for 30
calendar days after written notice thereof shall have been given to the Borrower
by CFC;

     D. Corporate Existence. The Borrower shall forfeit or otherwise be deprived
of its corporate charter, franchises,  permits, easements,  consents or licenses
required to carry on any material portion of its business;

     E.  Other  Obligations.  Default  by the  Borrower  in the  payment  of any
obligation,  whether  direct  or  contingent,  for  borrowed  money  or  in  the
performance or observance of the terms of any instrument  pursuant to which such
obligation was created or securing such obligation;

         F. Bankruptcy.  A court having jurisdiction in the premises shall enter
a decree or order for relief in respect of the Borrower in an  involuntary  case
under  any  applicable  bankruptcy,  insolvency  or  other  similar  law  now or
hereafter in effect, or appointing a receiver, liquidator,  assignee. custodian,
trustee,  sequestrator  or  similar  official,  or  ordering  the  winding up or
liquidation of its affairs,  and such decree or order shall remain unstayed arid
in effect for a period of ninety (90)  consecutive  days or the  Borrower  shall
commence a voluntary case under any applicable  bankruptcy,  insolvency or other
similar law now or hereafter in effect, or under any such law, or consent to the
appointment or taking possession by a receiver, liquidator,  assignee, custodian
or  trustee,  of a  substantial  part  of its  property,  or  make  any  general
assignment for the benefit of creditors; or

     C.  Dissolution  or  Liquidation.  Other than as provided in  subsection F.
above,  the  dissolution  or  liquidation  of the  Borrower,  or  failure by the
Borrower  promptly  to  forestall  or  remove  any  execution,   garnishment  or
attachment of such consequence as will impair its ability to continue its


<PAGE>





business  or  fulfill  its  obligations  and  such  execution,   garnishment  or
attachment  shall  not be  vacated  within  30 days.  The term  "dissolution  or
liquidation of the Borrower", as used in this subsection, shall not be construed
to include the  cessation of the corporate  existence of the Borrower  resulting
either  from a merger or  consolidation  of the  Borrower  into or with  another
corporation  following a transfer of all or  substantially  all its assets as an
entirety, under the conditions permitting such actions.

                                   ARTICLE VII

                                    REMEDIES


         Section 7. If any of the  Events of Default  listed in Section 6 hereof
shall occur after the date of this  Agreement and shall not have been  remedied,
then  CFC  may  pursue  all  rights  and  remedies  available  to CFC  that  are
contemplated  by  this  Agreement  or the  Mortgage  in  the  manner,  upon  the
conditions,  and with the effect  provided in this  Agreement  or the  Mortgage,
including,  but not  limited  to, a suit for  specific  performance,  injunctive
relief or  damages.  Nothing  herein  shall limit the right of CFC to pursue all
rights and remedies available to a creditor following the occurrence of an Event
of Default listed in Section 6 hereof. Each right, power and remedy of CFC shall
be  cumulative  and  concurrent,  and recourse to one or more rights or remedies
shall not constitute a waiver of any other right, power or remedy.

                                                ARTICLE VIII

                                            MISCELLANEOUS

Section 8.1. Notices. All notices,  requests and other  communications  provided
for herein  including,  without  limitation,  any  modifications of, or waivers,
requests or consents  under,  this  Agreement  shall he given or made in writing
(including,  without limitation, by miscellaneous) and delivered to the intended
recipient at the "Address for Notices"  specified below; or, as to any party, at
such  other  address  as shall he  designated  by such party in a notice to each
other  party.  Except  as  otherwise  provided  in  this  Agreement,   all  such
communications  shall be  deemed to have been duly  given  when  transmitted  by
telecopier or  personally  delivered  or, in the case of a mailed  notice,  upon
receipt, in each case given or addressed as provided for herein. The Address for
Notices of the respective parties are as follows:

                                          National Rural Utilities
                                          Cooperative Finance Corporation
                                          Woodland Park
                                          2201 Cooperative Way
                                          Herndon, Virginia 22071
                                          Fax:   (703) 709.6776


                                          Attention:       Loan Officer


                                          The Borrower:


<PAGE>




                                          The address set forth in
                                          Schedule 1 hereto


         Section 8.2, Expenses.  The Borrower will pay all costs and expenses of
CFC,  including  reasonable  fees of counsel,  incurred in  connection  with the
enforcement of this Agreement, each Note, the Mortgage and the other instruments
provided  for herein or with the  preparation  for such  enforcement  if CFC has
reasonable grounds to believe that such enforcement nay be necessary.

         Section  8.3,  Late  Payments.  If  payment of any amount due under the
terms of each Note is not received at CFC's office in Herndon, Virginia, or such
other  location as CFC may  designate to the  Borrower  within five (5) Business
Days after the due date  thereof or such other time period as CFC may  prescribe
from time to time in its policies of general  application in connection with any
late payment  charge (such unpaid  amount of  principal  and/or  interest  being
herein called the "delinquent  amount",  and the period beginning after such due
date  until   payment  of  the   delinquent   amount  being  herein  called  the
"late-payment  period"),  the Borrower will pay to CFC, in addition to all other
amounts due under the terms of each Note, the Mortgage and this  Agreement,  any
late-payment  charge as may be fixed by CFC from time to time on the  delinquent
amount for the late-payment period.

         Section 8.4. Filing Fees. To the extent  permitted by law, the Borrower
agrees  to pay all  expenses  of CFC  (including  the fees and  expenses  of its
counsel)  in  connection  with  the  filing  or  recordation  of  all  financing
statements  and  instruments  as may be required by CFC in connection  with this
Agreement,  including,  without limitation,  all documentary stamps, recordation
and  transfer  taxes and other costs and taxes  incident to  recordation  of any
document or instrument in connection herewith.  Borrower agrees to save harmless
and indemnify CFC from and against any liability  resulting  from the failure to
pay any required documentary stamps,  recordation and transfer taxes,  recording
costs, or any other expenses  incurred by CFC in connection with this Agreement.
The  provisions of this  subsection  shall survive the execution and delivery of
this Agreement and the payment of all other amounts due hereunder or due on each
Note.

         Section 8.5, No Waiver. No failure on the part of CFC to exercise,  and
no delay in exercising,  any right  hereunder  shall operate as a waiver thereof
nor shall any single or partial exercise by CFC of any right hereunder  preclude
any other or further exercise thereof or the exercise of any other right.

     SECTION 8.6, GOVERNING LAW. THIS AGREEMENT AND EACH NOTE SHALL BE DEEMED TO
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH, THE LAWS OR THE  COMMONWEALTH
OF VIRGINIA.


<PAGE>






         Section  8.7.  Holiday  Payments.  If any  payment  to be  made  by the
Borrower  hereunder  shall become due on a day other than a Business  Day,  such
payment shall be made on the next succeeding  Business Day and such extension of
time shall be included in computing any interest in respect of such payment.

         Section 8.8.  Rescission  Fee. The Borrower may elect not to borrow all
or any  portion  of the CFC  Commitment  in which  event CFC shall  release  the
Borrower from its  obligations  hereunder,  provided the Borrower  complies with
such terms and conditions as CFC may impose for such release including,  without
limitation,  payment  of any  rescission  fee  that  CFC may  from  time to time
prescribe.

         Section 8.9. Modifications.  No modification or waiver of any provision
of this  Agreement  or each Note,  and no consent to any  departure  by Borrower
therefrom,  shall in any event be effective  unless the same shall be in writing
by the party granting such modification, waiver or consent.

     Section  8.10.  Merger and  Integration.  This  Agreement  and the attached
exhibits and matters  incorporated by reference  contain the entire agreement of
the parties  hereto with  respect to the  matters  covered and the  transactions
contemplated hereby.

     Section  8.11.  Headings.  The headings and  sub-headings  contained in the
titling of this  Agreement are intended to be used for  convenience  only and do
not constitute part of this Agreement.

         Section 8.12. Severability. If any term, provision or condition, or any
part thereof, of this Agreement,  each Note or the Mortgage shall for any reason
be found or held invalid or unenforceable by any governmental agency or court of
competent jurisdiction, such invalidity or unenforceability shall not affect the
remainder of such term,  provision or condition nor any other term, provision or
condition, and this Agreement,  each Note, and the Mortgage shall survive and be
construed as if such invalid or unenforceable  term,  provision or condition had
not been contained therein.

         Section  8.13.  Right of  Setoff.  Upon the  occurrence  and during the
continuance  of any Event of Default,  CFC is hereby  authorized at any tune and
from time to time,  without prior notice to the Borrower,  to exercise rights of
setoff or recoupment  and apply any and all amounts held, or hereafter  held, by
CFC or owed to the Borrower or for the credit or account of the Borrower against
any  and  alt of the  obligations  of the  Borrower  now or  hereafter  existing
hereunder or under the Note.  CFC agrees to notify the Borrower  promptly  after
any such setoff or recoupment  and the  application  thereof,  provided that the
failure  to give such  notice  shall not  affect the  validity  of such  setoff,
recoupment or application.  The rights of CFC under this section are in addition
to  any  other  rights  and  remedies  (including  other  rights  of  setoff  or
recoupment)  which  CFC  may  have.  Borrower  waives  all  rights  of set  off,
deduction, recoupment or counterclaim.


<PAGE>




                         Section 8.14. Schedule 1. Schedule 1 attached hereto is
an integral part of this Agreement.

Section 8.15 Prior Loan Documents, It is understood and agreed that with respect
     to all long-term loan agreements previously entered into by and between CFC
     and Borrower and all  promissory  notes thereto  secured under the Mortgage
     (both hereinafter being referred to as "Prior Loan Documents") the Borrower
     shall be required,  after the date hereof,  to meet reporting and financial
     covenants as set forth in this Agreement rather than those set forth in the
     Prior Loan  Documents.  In the event of any conflict  between any reporting
     and financial covenant set forth in a Prior Loan Document and any reporting
     and financial covenant in this Agreement,  the requirements as set forth in
     this  Agreement  shall  apply.  Nothing  in this  section  shall,  however,
     eliminate or modify any special condition,  special affirmative covenant or
     special negative covenant, if any, unless specifically agreed to in writing
     by CFC. Furthermore, the interest rate options available to Borrower as set
     forth in this  Agreement  shall  supersede the interest rate options as set
     forth in any Prior Loan Documents.


<PAGE>





               IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed as of the day and year first above written.



                       CAP ROCK ELECTRIC COOPERATIVE, INC.
                                     (SEAL)
                            By: /s/ Russell E. Jones
                                    President
                            Attest: Alfred Schwartz
                                   Secretary

            NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
(SEAL(

                               By: /s/ Not Legible
                                                           Governor
Attest:  /s/ Robin C. Reed
Assistant Secretary-Treasurer









<PAGE>




                                   SCHEDULE 1


 1..     The purpose of these loans is to fund ongoing construct ion of
         distribution facilities.

2.       The Mortgage shall mean the Restated  Mortgage and Security  Agreement,
         dated as of March 30,  1993,  between the  Borrower  and CFC, as it may
         have been or shall be supplemented,  amended, consolidated, or restated
         from time to time.

3.       The date of the Borrower's balance sheet referred to in Section 2.D, is
         12/31/93.

4.       The principal place of business of the Borrower referred to in Section
         2.E.    is 500 West Wall, Suite 400, Midland, TX 79701-1601.

 5.      All of the  property  of the  Borrower  is located in the  counties  of
         Andrews , Borden,  Dawson,  Ector,  Glasscock,  Howard,  Irion, Martin,
         Midland, Reagan, Sterling, Tom Green and Upton in the state of Texas.

 6.      The governmental authority referred to in Section 2.H. is N/A.

7.       The  Borrower   selects  the  following  number  of  Notes  (each  Note
         representing  a separate loan with CFC),  the amount of each Note,  and
         the Maturity Date for each Note.
<TABLE>
<S>                        <C>                                 <C>                              <C>

            -----------------------------------------------------------------------------------------------------------
                             Loan                                 Note                           Note Term
                         Designation                             Amount                        Maturity Date
            -----------------------------------------------------------------------------------------------------------
            -----------------------------------------------------------------------------------------------------------
                         TX107-A-9039                        $5,072,000.00            35 years from the date hereof.
            -----------------------------------------------------------------------------------------------------------
            -----------------------------------------------------------------------------------------------------------
                         TX1O7-A-9O40                        $5,072,000.00            35 years from the date hereof.
            -----------------------------------------------------------------------------------------------------------
            -----------------------------------------------------------------------------------------------------------
                         TX1O7-A-904l                        $5,072,000.00            35 years from the date hereof. -
            -----------------------------------------------------------------------------------------------------------
</TABLE>

     8 . The months  relating to the Payment Date are February,  May, August and
November

 9.      Amortization  of Advances shall be based upon the Borrower's  selection
         in  writing,  prior to the first  Advance or as  appropriate  after the
         first Advance, of either of the methods indicated below:
                                                  level principal
                                       XXX        level debt service


<PAGE>


10.       The special condition(s) referred to in Section 4.R. is (are): N/A.


11.  The special affirmative covenant(s) referred to in Section 5.H. is (are) as
     follows: N/A.


12.  The address of the  Borrower  referred to in Section 8.1. is 500 West Wall,
     Suite 400, Midland, TX 79701-1601,


<PAGE>






                             SECURED PROMISSORY NOTE
$                                                             December 13, 1994


a    corporation  ("Borrower"),  for value  received  promises  to pay,  without
     setoff,  deduction,  recoupment or  counterclaim,  to the order of NATIONAL
     RURAL UTILITIES  COOPERATIVE FINANCE  CORPORATION  ("Payee") at the Payee's
     main office or such other place as designated by the Payee, in lawful money
     of the United States,  the sum of the aggregate  unpaid principal amount of
     all Advances made by the Payee pursuant to the Loan Agreement,  dated as of
     even date herewith, between the Borrower and the Payee as it may be amended
     from time to time (the "Loan Agreement"), on the dates provided in the Loan
     Agreement  (except  that if not sooner paid,  any balance  shall be due and
     payable  on a date  years.  after  the date  hereof,  such  date  being the
     Maturity  Date) , with interest  thereon in like money from the  respective
     dates of each Advance (as defined in the Loan Agreement) hereunder,  at the
     rate or rates and  payable  at the times  provided  in said Loan  Agreement
     together with any other amount payable under the Loan Agreement.

         This Note is secured under a Mortgage and Security  Agreement  dated as
of ,  between  the  Borrower  and the  Payee,  as it may  have  been or shall be
supplemented,  amended, consolidated or restated from time to time ("Mortgage").
This  Note is the Note  referred  to in,  and has been  executed  and  delivered
pursuant to, the Loan Agreement.

         The principal  hereof and interest accrued thereon and any other amount
due under the Loan  Agreement may be declared to be forthwith due and payable in
the manner, upon the conditions, and with the effect provided in the Mortgage or
the Loan Agreement.

         The  Borrower  waives  demand,   presentment  for  payment,  notice  of
dishonor, protest, notice of protest, and notice of non-payment of this Note.

         IN WITNESS  WHEREOF the  Borrower  has caused this Note to be signed in
its  corporate  name and its  corporate  seal to be  hereunto  affixed and to be
attested by its duly authorized officers, all as of the day and year first above
written.



                       CAP ROCK ELECTRIC COOPERATIVE, INC.
                       -----------------------------------
                               (Name of Borrower)
                                     (SEAL)
                            By: /s/ Russell E. Jones
                                   (President)
Attest:  /s/ Alfred Schwartz
----------------------------
(Secretary)

Loan No.:
--------------------------------