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                               EMPLOYMENT CONTRACT

THE STATE OF TEXAS            }
                                      KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF MARTIN              }

THIS EMPLOYMENT CONTRACT (Agreement) is made and entered into on or as of the
3rd day of August, 1992.

By this Agreement, CAP ROCK ELECTRIC COOPERATIVE, INC., referred to in this
Agreement as "Cooperative", whose principal places of office is located in
Stanton, Martin County, and/or Midland, Midland County, Texas, employs DAVID W.
PRUITT, referred to in this Agreement as "Pruitt", whose residence is in
Midland, Midland County, Texas, who accepts employment on the following terms
and conditions:

                                    ARTICLE 1

                               TERMS OF EMPLOYMENT

1.01     By this Agreement, the Cooperative employs Pruitt and Pruitt accepts
employment with the Cooperative as its Chief Executive Officer and General
Manager (CEO/GM) for an initial term of ten (10) years. Unless a written notice
to terminate this Agreement at the expiration of the initial ten (10) year term
is executed and properly delivered by either party at least 360 days prior to
the eighth anniversary date of the initial term of this Agreement, this
Agreement shall be automatically extended for a three year term from said eighth
(8th) anniversary date. Thereafter, unless a written notice to terminate this
Agreement is executed and properly delivered by either party within ninety (90)
days prior to any subsequent anniversary date of this Agreement, the term of
this Agreement shall automatically be extended, annually , on said anniversary
date for a three year term from said anniversary date until Pruitt attains age
65. 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, Pruitt
shall be paid by Cooperative a salary of $104,000 per year or any greater amount
of compensation including bonuses, fees and deferred compensation authorized by
the wage and salary plan or policies authorized by the Cooperative's Board of
Directors, together with an annual salary adjustment in an amount at least equal
to any approved across the board salary adjustments for all employees.

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2.02     Pruitt's duties require that he shall have the exclusive and
unrestricted use at all times during his employment with the Cooperative of
an automobile provided for him by the Cooperative. The Cooperative shall be
responsible for paying for liability, property damage, and comprehensive
insurance and for the purchase, operation, maintenance, repair and
replacement of said automobile.

2.03     Pruitt shall receive the same annual leave and sick leave and all other
benefits as are accorded regular full-time employees of Cap Rock Electric
Cooperative, Inc. including provisions governing accrual and payment therefore
on early retirement or other methods of employment.

2.04     Subject to the above paragraph 2.03, all provisions of the
Cooperative's rules and regulations relating to annual leave (vacation), sick
leave, early retirement, insurance, savings, deferred compensation, bonuses,
pension program contributions, holiday and other fringe benefits and working
conditions approved by the Board of Directors as they now exist or hereafter
may be amended, shall apply to Pruitt as they would to other employees of the
Cooperative. However, Pruitt, at his option, can elect to invest the
Cooperative's annual expenses of Pruitt's retirement plan in any chosen and
Board approved separate plan that provides for at least the same security for
both the Cooperative and Pruitt.

2.05     Because Pruitt'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, Pruitt shall be allowed to take compensatory
time off.

                                    ARTICLE 3

                  COVENANT TO PERFORM; PROFESSIONAL IMPROVEMENT

3.01     Pruitt agrees and covenants to perform his work and services
diligently and use his best efforts to faithfully comply with all of the
Cooperative's duly made assignments to him as CEO/GM in accordance with all
of the Cooperative's directives and applicable bylaws, and policies.

3.02     The Cooperative will from time to time, pay for the travel and
related out-of-pocket and other expenses of Pruitt and his spouse for
Pruitt's attendance at and participation in meetings, conferences, seminars
and the like for the purpose of continuing his professional development and
thereby enhancing his ability to perform his work and services for the
Cooperative,and for other activities deemed by the Board to be beneficial to
and in the best interest of the Cooperative and its members.

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                                    ARTICLE 4

                              TERM AND TERMINATION

4.01     The Cooperative shall employ Pruitt pursuant to this Agreement for
the ten (10) year term beginning on the date of this Agreement, together with
such annual three(3) year renewals as provided herein, and ending no later
than the end of the three (3) year term next expiring on/after the date when
Pruitt attains the age of sixty-five (65) years. During such employment,'
Pruitt shall be obligated to perform the work and services reasonably
required in order to carry out those responsibilities and exercise those
authorities specified in the Position Responsibility Guide, General Manager,
agreed to by the Cooperative and Pruitt on December 1, 1987, which document
is attached to and incorporated herein by reference. However, the Cooperative
may terminate this Contract for good cause in which event any of Pruitt's
rights hereunder not already finally vested shall also terminate. The term
"good cause", shall mean the following and not otherwise:

        (1)    Knowingly, willfully and substantially, during the term of this
               Agreement, neglect the duties that Pruitt is required to perform
               under the terms of this Agreement.

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

4.02     If Pruitt's employment terminates prior to the initial term or any
extended term for any reason other than as provided for in paragraph 4.01 or
because his authorities and responsibilities hereunder are substantially and
adversely (to him) limited, changed or eliminated, or because he is required
by the Cooperative to move his residence and principal site of work from the
Stanton/Midland, Texas area, and Pruitt is otherwise both able and willing to
perform his work and services as provided for hereunder, then, in any such
event, the Cooperative shall pay Pruitt a lump-sum cash settlement equal to
the total salary then in effect for the remainder of the term of the
contract, plus the other amounts Cooperative would have paid during such
remainder for Pruitt's retirement, pension, MINT, bonus, fees or other
compensation plans authorized by the Board of Directors, 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.

4.03     Notwithstanding paragraphs 4.01 and 4.02, the parties hereto may
mutually agree to terminate this Agreement upon such terms and conditions as
the parties may mutually agree in writing.

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4.04     In the event either party should bring legal action or incur
attorney's fees and/or court costs for the enforcement of any of the terms of
this agreement, it is agreed that the prevailing party shall be entitled to
recover from the other such reasonable attorney fees and/or court costs
incurred. For purpose of this clause, the prevailing party is the party who
obtains a net recovery or the party in whose favor final judgment is entered.

                                    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 agreement between them with respect to Pruitt's employment.

5.02     This Agreement shall 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
Pruitt 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 Pruitt from any
such corporations.

5.04     This Agreement shall become binding upon the parties from an 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 3rd day of August,
1992.

                                      CAP ROCK ELECTRIC COOPERATIVE, INC.

/s/ David W. Pruitt                   /s/ Russell E. Jones
--------------------------            --------------------------------
        David W. Pruitt                      Russell E. Jones
                                             Chairman






                                       4

<PAGE>

THE STATE OF TEXAS            }

COUNTY OF MARTIN              }

This instrument was acknowledged before me on this the 3rd day of August, 1992,
by RUSSELL E. JONES, Chairman/President of Cap Rock Electric Cooperative, Inc.,
a Texas cooperative corporation, on behalf of said corporation.


                                     /s/ Sharon A. Hoelscher
                                     ------------------------------------
                                     Notary Public, State of Texas
                                     Printed Name of Notary: Sharon A. Hoelscher
                                                             -------------------
                                     My Commission Expires: 7-11-95
                                                            -------




(SEAL)





THE STATE OF TEXAS            }

COUNTY OF MARTIN              }

This instrument was acknowledged before me on this the 3rd day of August,
1992, by DAVID W. PRUITT.





                                     /s/ Sharon A. Hoelscher
                                     ------------------------------------
                                     Notary Public, State of Texas
                                     Printed Name of Notary: Sharon A. Hoelscher
                                                             -------------------
                                     My Commission Expires: 7-11-95
                                                            -------







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