CAP ROCK ELECTRIC
                    Achievement Based Compensation Agreement
                 Corporate Asset Non-CFC Financing Arrangements
In accordance  with Cap Rock Electric  Cooperative,  Inc. ("Cap Rock  Electric")
Board  Policy  143,  this  contract  provides  for  calculation  and  payment of
achievement  compensation  in the form of a  percentage  of the gross  amount of
transactions  involving  financing through  arrangements with lenders other than
conventional  borrowing from CFC for the acquisition and ultimate ownership of a
Power Transmission Facility which will interconnect  Southwestern Public Service
Company's grid, with Cap Rock Electric's  distribution  system. Such lenders may
include, but are not limited to, leasing companies, commercial banks, investment
houses, power suppliers, and other financing sources.


     (1) Responsible Individual: John D. Parker,  Vice-President/Chief Financial
Officer  (2)  Amount  of  Achievement   Based   Compensation:   The  achievement
compensation  will be one percent (1%) of the gross  amount of the  transaction.
(3) Calculation of the Transaction Proceeds: The gross amount of the transaction
is defined as the total  proceeds  received  under the financing  agreement+ (4)
Term of Achievement  Based  Compensation:  The achievement  compensation will be
paid within two months of the receipt of the final advance of proceeds from each
individual financing transaction. (5) Payment of Achievement Based Compensation:
The achievement compensation will be paid after the receipt of the final advance
of the  proceeds  after review and  approval by the  President/CEO  and Board of
Directors of this contract. The achievement compensation will be paid in cash to
each eligible individual in a lump sum unless the amount exceeds $10,000.00,  in
which case Cap Rock  Electric will have the option to spread the payment over as
many  months  as  necessary  so that any one  monthly  payment  does not  exceed
$10,000.00.  The lump sum payment or series of payments, if applicable,  will be
made as provided in Board  Policy  #143 and with cash  availability  and overall
cash flow of the cooperative considered.  The eligible individual shall have the
option  to  elect  some  or all of the  payment  to be  made  to  such  deferred
compensation  plans as may be maintained by the individual or Cap Rock Electric.
(6) Conditions and Consideration for Payment:  Except upon becoming eligible for
benefits  under any Cap Rock  retirement  plan,  either  early or  regular,  the
Achievement Compensation will be payable to the recipients listed below in para.
(7) without regard to the continued  employment of those  individual by Cap Rock
Electric or an affiliate or subsidiary thereof,  provided that, unless otherwise
agreed by Cap Rock Electric, each individual agrees that he will not voluntarily
terminate  his  employment by Cap Rock Electric or an affiliate or subsidiary of
Cap Rock  Electric  prior to the shorter of either (A) for a period of three (3)
years following the date of initial payment under this contact,  or (B) the date
of the final  disposition  of a  transaction,  i.e.  the  effective  date of the
ultimate  assignment of the transaction to a power supplier+ In no event,  under
either  (A) or (B)  mentioned  in the  previous  sentence,  will the  individual
voluntarily  terminate his  employment by Cap Rock or an affiliate or subsidiary
of Cap Rock  Electric less than one year  following the date of initial  payment
under this contact.  Further, each individual agrees that he will keep the terms
of this contract,  as well as the terms of the transaction  causing the awarding
and payment of the  Achievement  Compensation,  confidential.  (7) Sharing  with
Other  Individuals:  In recognition of the necessary  contribution of the entire
management team to the continued success of Cap Rock Electric and the successful
implementation of alternate or non-CFC financing  arrangements,  the Achievement
Compensation  will be shared  among  the  Responsible  Individual  and the other
management team members as follows: Responsible Individual - 50% Management Team
- 50%  President/CEO  - 30% Other  individuals  selected by the CEO and Board of
Directors - 20%

                                    Ulen  North - 6.66%  Steve  Collier  - 6.66%
                                    Beverly Collier - 6.66%
Except for the  confidentiality  and retirement  provisions,  the conditions for
payment  described  above  in para.  (6) are not  applicable  to  those  persons
identified and listed above as "Other Individuals". It is further understood and
agreed that such  conditions  for payment as set out in para (6) are  applicable
subject to the  amount of such  Achievement  Compensation  total  payment  being
commensurate and equitable with the conditions placed upon the recipients by the
acceptance of such Compensation.
In the event the  Responsible  Party should violate the terms of this Agreement,
the right to receive  further  payments under this Agreement  shall  immediately
cease and such  interest or right to future  payments  shall  revert to Cap Rock
Electric.  In the event any  individual  named herein by the  President/CEO  and
Board of Directors as a part of the  Management  Team shall violate the terms of
this  agreement,  die,  retire,  or  terminate  their  employment  with Cap Rock
Electric  for any  reason,  the right to  receive  future  payments  under  this
contract shall immediately  cease and the President/CEO  shall have the right to
allocate  such share among those named  individuals  or others as he may deem in
the best interests of the Cooperative.

                  Witness our hands on this 28th day of August, 1994

                  /s/ John D. Parker                 8-28-94
                  ------------------                 -------
                  Responsible Individual    Date


                  /s/ Not Legible                    8-28-94
                  President / CEO           Date


                  /s/ Russell Jones         8-28-94
                  Chairman                  Date