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                                                                   EXHIBIT 10(k)
                                    AGREEMENT



This Agreement is made effective this 19 day of August, 1998 by and between
Texas Equipment Co., Inc., hereinafter referred to as "TEC, Inc.", a corporation
duly organized and existing under the laws of the State of Texas and a wholly
owned subsidiary of Texas Equipment Corporation ("TE Corp."), a Nevada
corporation and a reporting company under the Securities Exchange Act; Paul
Condit and his sons (or certain family trusts established by such persons), who
are collectively the principal shareholders of TE Corp. (collectively "Condit")
and John Deere Company - A Division of Deere & Company ("Deere"), a corporation
duly organized and existing under the laws of the State of Delaware.


Whereas TEC, Inc., has acquired the dealership assets of Romney Implement Co.,
and desires to obtain an appointment as a Deere dealer for the area of
responsibility formerly assigned to Romney Implement Co.; and


Whereas the size and geographic diversity of TEC, Inc.'s Deere dealership
operations as presently constituted and its parent corporation's current status
as a publicly traded corporation make them unlike Deere's other North American
dealers; and


Whereas addition of the Romney Implement Co., area of responsibility to TEC,
Inc.'s dealership operations would make TEC, Inc.'s Deere dealership operations
even more unlike any of Deere's other North American dealers; and


Whereas the uniqueness of TEC, Inc.'s circumstances and the additional risks
involved for




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Deere warrant the application, to TEC, Inc., of performance requirements beyond
those imposed on other Deere dealers, as well as certain modifications to the
dealer agreements now in effect between TEC, Inc., and Deere; and

Whereas Deere is willing to appoint TEC, Inc., a dealer for the Romney Implement
Co., area of responsibility, and to approve certain future public offerings of
TE Corp., stock for the benefit of TEC, Inc., and its shareholders, both upon
agreement of the parties to the terms hereof; and

Whereas TEC, Inc. and Condit are willing to agree to and be bound by the terms
hereof in order to obtain an appointment as a dealer for the Romney Implement
Co. area of responsibility;

Now Therefore, in consideration of the premises and mutual covenants and
agreements contained herein, the parties hereto agree as follows:


1.     Restrictions on Equity:


         a.    TEC, Inc., on a consolidated basis with TE Corp., will have an
               equity to assets ratio of (computed in the manner provided in
               this Section 1.a and wherever referenced herein) of 30% or
               greater:

               (1)  no later than December 31, 2000 if a public offering of TE 
                    Corp. stock involving gross proceeds of at least $20 million
                    does not occur on or before that date;

               (2)  within 120 days following any public offering of TE Corp. 
                    stock involving gross proceeds of at least $20 million: and



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         (3) immediately following any further expansion of TE Corp.'s
             agricultural area of responsibility.

         The balance sheet effect of any distribution to shareholders occurring
         or to occur in connection with a public offering of TE Corp., stock
         shall be included in the calculation of TEC, Inc.'s equity to assets
         ratio for the purposes of section l. a (2) above.


b.       TEC, Inc., will not pay any dividends, effect any stock repurchase, or
         make any other distributions to shareholders if:


         (1) TEC, Inc.'s equity to assets ratio is below 30%; or



         (2) TEC, Inc.'s equity to assets ratio would fall below 30% as a result
         of such dividend, repurchase, or distribution.

c.       Unless specifically approved in advance in writing by Deere, TEC, Inc.,
         will not make any acquisitions or initiate new business activities if:

         (1) TEC, Inc.'s equity to assets ratio is below 30%; or





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(2)      TEC, Inc.'s equity to assets ratio would fall below 30% as a result of
         such actions.

d.       Any business operation that TEC, Inc., desires to capitalize at less
         than a 30% equity to assets ratio will be contained in a corporation
         separate from TEC, Inc. TEC, Inc., will remain the Deere dealership
         corporation.


e.       Provided, however, that the term "affiliated company" for the purposes
         hereof shall not include, and TEC, Inc. shall not be restricted in its
         dealings with, TE Corp. and subsidiaries of TEC Inc. or of TEC Corp.
         whose business is limited to the operation of Deere dealerships and the
         sale of goods and performance of services related thereto. TEC, Inc.,
         will not guarantee or otherwise be liable for any debt or other
         obligation of any affiliated company, provided, however, that this
         sentence shall not apply to financing arrangements arising from the
         procurement, from TEC, Inc.'s dealerships by a company affiliated with
         TEC, Inc., of goods and services offered to the public by TEC, Inc., in
         the ordinary course of TEC, Inc.'s business. All inter-company
         transactions between TEC, Inc., and affiliated companies will be
         conducted on an arms-length basis, on reasonable commercial terms. TEC,
         Inc., will maintain its assets, bank accounts, and credit facilities
         separately from the assets, bank accounts, and credit facilities of
         affiliated companies, and TEC, Inc.'s assets and funds (and records
         relating thereto) will not be commingled with those of any affiliated
         company.




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2.       Restrictions on Share Ownership:



         a.       Under Section 2(b) of the Dealer Agreement, it shall be a
                  basis for cancellation of the Agreement if: (i) Condit
                  Principal(s) identified in Addendum A in the aggregate
                  beneficially own less than 35% of the capital stock entitled
                  to vote on the election of directors of TE Corp., or (ii) if
                  any "person" (as that term is defined under the Securities
                  Exchange Act of 1934 as amended) other than Condit
                  Principal(s) or any person who has not been approved in
                  writing by Deere, either (x)owns a greater percentage of the
                  capital stock entitled to vote on the election of directors of
                  TE Corp. than Condit Principal(s) in the aggregate, or (y) any
                  person other than one of the Condit Principals or any person
                  who has not been approved in writing by Deere holds the office
                  of Chairman of the Board, President or Chief Executive Officer
                  of TEC, Inc. or TE Corp.


         b.       TEC, Inc., will advise Deere whenever TEC, Inc., becomes aware
                  that a shareholder owns or controls 5% or more of the
                  outstanding shares of any class of stock of TEC, Inc. or TE
                  Corp.


         c.       The Condit Principals will not privately sell any TEC, Inc.
                  or TE Corp. shares to a person or entity not approved by
                  Deere. However, Condit Principals may:

                  1)       sell any of their shares in TEC, Inc. or TE Corp., in
                           broker's transactions, to market makers as
                           contemplated by SEC Rule 144, or in

                           


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                           an underwritten public offering or to other Condit
                           Principals or to family trusts or entities solely
                           controlled by them; or

         d.       Neither TEC, Inc. nor TE Corp., will privately sell any TEC,
                  Inc. or TE Corp., shares to a person or entity not approved by
                  Deere. However, TEC, Inc. or TE Corp., may (i) sell any of
                  their shares in an underwritten public offering, or (ii) in
                  connection with stock options, restricted stock awards, or
                  similar equity compensation grants for employees or
                  consultants of TEC, Inc. or TE Corp., or (iii) in connection
                  with any acquisition of a dealership otherwise approved by
                  Deere as long as Condit Principals continues to satisfy the
                  requirements set forth in section 2.a above following the, 
                  sale.



         e.       Deere will have the right to terminate TEC, Inc.'s dealer
                  appointments, effective immediately, in the event Condit
                  Principals cease to comply with either requirement set forth
                  in section 2.a above, provided, however, that section 4 below
                  will govern Deere's right of termination on the death of
                  Condit Principals. Termination under this section 2.e may be
                  executed, at Deere's sole discretion, on an overall basis or
                  by individual area of responsibility.

3.       Deere Performance Criteria:



         a.       Deere will have the right to terminate TEC, Inc.'s
                  agricultural dealer appointments if TEC, Inc.'s equity to
                  assets ratio, based on TEC, Inc.'s fiscal year-end audit, is
                  less than 25%. Such termination will require one year advance


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                  written notice, and at Deere's sole discretion may be
                  executed on an overall basis or by individual area of
                  responsibility. Should Deere give notice of termination under
                  this section 3.a, TEC, Inc., will have the right to cure its
                  equity to assets ratio deficiency through the injection of
                  fresh capital, in the amount deemed necessary by Deere to
                  raise the year-end percentage to 25%, within 180 days
                  following TEC, Inc.'s fiscal year end; however, Deere's
                  approval will be required if TEC, Inc., wishes to cure its
                  equity to assets ratio deficiency by any other means,
                  including without limitation reducing its asset levels or
                  through earnings retained during the cure period.


         b.       Annually, by a deadline specified, by Deere, TEC, Inc., will
                  submit and secure Deere's approval of a comprehensive business
                  plan (for each individual area of responsibility) containing:

                  (1)      specific objectives for market share (whole goods and
                           parts), Customer Satisfaction Index (CSI), and equity
                           (as well as any other metric criteria which Deere may
                           prescribe for dealers generally) for the plan year
                           which, in each instance, represent at a minimum
                           meaningful progress toward the metric level specified
                           by Deere for each criterion;


                  (2)      specific action plans designed to achieve the metric
                           criteria objectives specified in the plan and, within
                           a reasonable period of time, the metric levels
                           specified by Deere; and


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                  (3)      such other elements or metrics as are set forth in
                           Deere's then-effective Signature Program, or which
                           Deere may elect to require in dealer business plans
                           generally.


         c.       Failure by TEC, Inc., to submit acceptable business plans or
                  failure to make meaningful progress toward the objectives in
                  the plans, as determined by Deere in its sole discretion, will
                  constitute grounds for termination of TEC, Inc.'s agricultural
                  dealer appointments for the area of responsibility involved.
                  Termination pursuant to this provision will require one year
                  advance written notice and TEC, Inc. may cure such deficiency
                  within 60 days following such notice by submitting an
                  acceptable business plan or establishing such meaningful
                  progress, as determined by Deere in its sole discretion,
                  otherwise Deere will have no obligation to rescind a notice of
                  termination given under this section 3.c even if TEC, Inc.,
                  cures the failure(s) in the area of responsibility involved
                  during the year after the notice is given and the available
                  cure period has expired.


         d.       The termination rights provided for Deere in sections 3.a and
                  3.c above and elsewhere in this Agreement are in addition to,
                  and shall in no way affect or limit, the termination rights of
                  Deere under TEC, Inc.'s agricultural dealer agreements or any
                  other agreement between TEC, Inc., and Deere. Nothing in
                  sections 3.a and 3.c above shall preclude immediate
                  termination, or termination on less than one year advance
                  notice, of TEC, Inc.'s agricultural dealer appointments in any
                  situation in which another provision in this Agreement or any
                  other agreement affords Deere a right to terminate immediately
                  or on less than one year advance notice.




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Termination on Death of Condit:



a.       Deere will not exercise its right, under section 2(b) of the dealer
         agreements in effect between TEC, Inc., and Deere, to terminate TEC,
         Inc.'s dealer appointments, effective immediately, upon the death of
         Paul Condit if the following conditions are satisfied at the time of
         Paul Condit's death:


         (1)      TEC, Inc., has in place an ownership succession plan that has
                  been approved in writing by Deere.



         (2)      TEC, Inc., and Deere have entered into a written agreement
                  which:



                  (a)      identifies events which, from Paul Condit's death
                           forward, will constitute changes in the control of
                           TEC, Inc. (but from an equity ownership basis, the
                           provision of section 2.a hereof shall apply); and

                  (b)      provides Deere an additional right to terminate TEC,
                           Inc.'s dealer appointments, effective immediately, if
                           such an event occurs without the prior written
                           approval of Deere.

(3)        Neither TEC, Inc., nor Condit has breached any obligation under TEC,
           Inc.'s dealer agreements, this Agreement, or any other agreement with
           Deere, and no grounds for termination of an TEC, Inc., dealer
           appointment exist under any agreement between TEC, Inc., and Deere.


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(4)      TEC, Inc., and each of its locations are under the management of
         personnel who have demonstrated performance capabilities, are
         acceptable to Deere in its sole discretion, and who will continue to
         manage TEC, Inc., and its locations after the death of Paul Condit.


(5)      Each area of responsibility assigned to TEC, Inc., under its dealer
         agreements justifies, in Deere's sole discretion, the continuation of a
         Deere dealership assigned only that area. Should Deere determine that a
         particular area of responsibility does not justify the continuation of
         a dealership, TEC, Inc., shall retain, for a period of three years
         following the death of Paul Condit, a right of first refusal to locate
         a dealership in the affected area of responsibility if in that period
         Deere rescinds its decision, provided, however, that such right of
         first refusal shall terminate if TEC, Inc., breaches an agreement with
         Deere, or if grounds arise for termination of any of TEC, Inc.'s
         dealer-appointments.


(6)      Condit Principals are in compliance with the requirements set forth in
         section 2.a above.







         b.       Deere may at its sole discretion evaluate compliance with the
                  conditions set forth In this section 4 and take action, if
                  any, on an overall basis or by individual area of
                  responsibility.



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5.      Arbitration:

         a.       Any controversy or claim, whether based on contract, tort,
                  statute, common law, or other legal theory, between TE Corp.,
                  TEC, Inc., or Condit Principal(s) and Deere, or Deere Credit,
                  Inc. shall be resolved by binding arbitration pursuant to this
                  section 5 and the then-current Commercial Rules and
                  supervision of the American Arbitration Association. The duty
                  to arbitrate shall extend to any officer, employee,
                  shareholder, principal, agent, trustee in bankruptcy or
                  otherwise, affiliate, subsidiary, third-party beneficiary, or
                  guarantor of a party hereto making or defending any claim
                  which would otherwise be arbitrable hereunder.


         b.       The arbitration shall be held in Dallas before a panel of
                  three arbitrators who are knowledgeable regarding, and have
                  experience as arbitrators of, commercial disputes. The
                  decision and award of a majority of the panel shall be final
                  and binding, and judgment thereon may be entered in any court
                  having jurisdiction thereof. The panel shall not have the
                  power to award punitive or exemplary damages, or any damages
                  excluded by, or in excess of any damage limitations expressed
                  in, any agreement between the parties to the dispute.


         c.       Each party to the dispute shall bear its own attorney's fees
                  associated with the arbitration, and other costs and expenses
                  of the arbitration shall be borne as provided by the rules of
                  the American Arbitration Association.


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         d.       If court proceedings to stay litigation or compel arbitration
                  are necessary, the party who unsuccessfully opposes such
                  proceedings shall pay all associated costs, expenses, and
                  attorney's fees, which are reasonably incurred by the other
                  party.


         e.       Neither a party to the dispute, a witness, or the panel may
                  disclose the contents or results of any arbitration hereunder
                  without the prior written consent of all parties to the
                  dispute, unless and then only to the extent required to
                  enforce or challenge the award, as required by law (including
                  without limitation applicable securities laws and regulations)
                  or as a result of legal process, or as necessary for financial
                  and tax reports and audits.


         f.       Deere may seek judicial remedies, such as (but not limited to)
                  attachment, replevin, and garnishment, deemed necessary by
                  Deere in its sole discretion for the enforcement of Deere's
                  rights regarding any security for the indebtedness of TEC,
                  Inc., and such action by Deere shall not constitute a waiver
                  of Deere's rights or a breach of Deere's obligations under
                  this section 5. For the purposes of this section 5.f only,
                  "Deere" shall include Deere Credit, Inc. in addition to Deere.


         g.       If any part of this section 5 is held to be unenforceable, its
                  unenforceability shall not affect the duty to arbitrate
                  hereunder or any other part of this section 5.


6.       General Provisions:


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         a.       As used in this Agreement, the term "area of responsibility"
                  means an individual dealership location.


         b.       Deere shall have input into the selection and removal of all
                  TEC, Inc., management personnel down to and including the
                  managers of TEC, Inc.'s individual locations.


         c.       TEC, Inc., shall obtain written approval from Deere prior to
                  discussing (directly or indirectly) with any dealer a possible
                  purchase of a dealership that would add to TEC, Inc.'s area of
                  responsibility. Deere shall have the right to reject such a
                  request or to disapprove additions to TEC, Inc.'s area of
                  responsibility in its sole discretion.


         d.       Any grounds for termination of TEC, Inc.'s dealer appointments
                  under this Agreement, TEC, Inc.'s dealer agreements (as
                  modified by this Agreement), or any other agreement between
                  TEC, Inc., and Deere will be sufficient grounds for
                  termination for the purposes of any applicable law requiring
                  grounds (or certain grounds) for termination, regardless of
                  the terminology used in such law to describe the grounds
                  required thereunder.


         e.       If any of TEC, Inc.'s dealer appointments are terminated, all
                  of TEC, Inc.'s indebtedness to Deere in connection with the
                  terminated appointments which is not due and payable prior to
                  the effective date of termination shall be due and payable as
                  of the effective date of termination.


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         f.       TEC, Inc., Condit, and Deere will maintain the confidentiality
                  of one another's confidential information, unless and then
                  only to the extent disclosure is required by law (including
                  without limitation applicable securities laws and regulations)
                  or as a result of legal process. Nothing in this section 6.f
                  or in section 5.e above shall prohibit the exchange of
                  information between TEC, Inc. and Condit, or the exchange of
                  information within the Deere & Company organization.



         g.       Nothing contained in this Agreement shall be construed as a
                  waiver or modification of any terms, conditions, or rights
                  contained in any existing agreement between Deere and TEC,
                  Inc., or Condit except to the extent such terms, conditions,
                  or rights are in conflict with this Agreement, in which event
                  this Agreement shall supersede the existing agreements, but
                  only to the extent of the conflict.


         h.       Currently TEC, Inc.'s obligations to Deere are all guaranteed
                  by a personal guaranty from Paul Condit. Deere would accept a
                  letter of credit in lieu of the personal guaranty from Paul
                  Condit if the parties hereto can agree upon an acceptable
                  form, amount, and issuer of the letter of credit.



         i.       Each party to this Agreement represents and warrants that it
                  has taken all action required to authorize it to enter into
                  this Agreement, and each party further represents that it has
                  neither relied upon nor been induced by any representation,
                  statement, or disclosure 






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                  of the other party, but has relied upon its own knowledge and
                  judgment in entering into the Agreement.

         j.       Because of TEC, Inc.'s unique position within Deere's dealer
                  organizations, each provision hereof shall be given full
                  effect in accordance with its terms regardless of how or
                  whether Deere addresses the provision's subject matter with
                  other Deere dealers.

         k.       This Agreement cannot be modified, nor any party's rights
                  hereunder waived, except in writing, and no waiver of any
                  provision hereof shall preclude enforcement of any other
                  provision hereof, or subsequent enforcement of the provision
                  waived. This Agreement cannot be assigned without the prior
                  written consent of the parties, which consent may be withheld
                  with or without cause.

1.       Re-incorporation of TEC, Inc., in Delaware or another jurisdiction
         shall not affect its rights and obligations under this Agreement.




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JOHN DEERE COMPANY - A DIVISION OF DEERE & COMPANY


BY: /S/ TOM HOLMES
    ----------------------------------------
        TOM HOLMES

Title:  Division Finance Manager





TEXAS EQUIPMENT CO., INC.



BY: /S/ PAUL J. CONDIT
    ----------------------------------------
Title:  PRESIDENT & CEO


/S/ Paul J. Condit
--------------------------------------------
PAUL CONDIT, INDIVIDUALLY






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                                   ADDENDUM A



The Condit Principals for purposes of this Agreement shall consist of the
following persons:

                              Paul J. Condit (Sr.)
                              John T. Condit
                              Paul J. Condit 11
                              Jeffrey E. Condit
                            Condit 1997 Family Trust






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