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Exhibit 10.5


        THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into this    day of                        , 2002, by and between Crosstex Energy GP, L.P., a Delaware limited partnership (the "Company"), and                        , an individual ("Employee"), to be effective upon the closing of the initial public offering of equity securities of Crosstex Energy, L.P., a Delaware limited partnership (the "Partnership") for which the Company serves as the sole general partner (the "Effective Date").

        1.    Employment.    The Company agrees to employ Employee and Employee agrees to be employed by the Company upon the terms and conditions of this Agreement, commencing on the date hereof and continuing until terminated as provided in Paragraph 9 below.

        2.    Position and Duties.    While employed hereunder, Employee shall serve as the                        of the Company and shall have and may exercise all of the powers, functions, duties and responsibilities normally attributable to such position and shall have such additional duties and responsibilities commensurate with such position as may from time to time be reasonably assigned to Employee by the board of directors (the "Board") of Crosstex Energy GP, LLC, a Delaware limited liability company (the "General Partner"). Employee shall observe and comply with all lawful policies, directions and instructions of the Board, which are consistent with the foregoing provisions of this Paragraph 2, and shall endeavor to promote the business, reputation and interests of the Company and the Company's affiliates, including Crosstex Energy, L.P., a Delaware limited partnership (the "Partnership"). Employee shall devote substantially all of his business time, attention, skill and efforts to the faithful and efficient performance of his duties hereunder. Notwithstanding the foregoing, Employee may engage in the following activities so long as they do not interfere in any material respect with the performance of Employee's duties and responsibilities hereunder: (i) service on corporate, civic, religious, educational and/or charitable boards or committees and (ii) management of his personal investments. Employee's place of employment hereunder shall be at the Company's principal executive offices in the greater Dallas, Texas area.

        3.    Compensation; Bonus.    For services rendered by Employee under this Agreement, the Company shall pay to Employee an annual base salary of $                        (the "Salary"), payable in accordance with the Company's payroll practice for its executives as it is earned. The Board shall review the Salary at least annually and may adjust the amount of the Salary at any time as the Board may deem appropriate in its sole discretion; provided, however, that in no event may the Salary be decreased below the above stated amount without the prior written consent of Employee. Employee shall be eligible for annual bonuses and participation in other short-term or long-term incentive plans at the discretion of the Board.

        4.    Expenses.    The Company shall reimburse Employee for all ordinary and necessary expenses incurred and paid by Employee in the course of the performance of Employee's duties pursuant to this Agreement and consistent with the Company's policies in effect from time to time with respect to travel, entertainment and other business expenses, and subject to the Company's requirements with respect to the manner of approval and reporting of such expenses.

        5.    Additional Benefits    Employee shall be entitled to receive all employee benefits, fringe benefits, vacations and other perquisites that may be offered by the Company to its executives as a group, including participation by Employee and, where applicable, Employee's dependents, in the various employee benefit plans or programs (including pension plans, profit sharing plans, incentive plans, health plans, life insurance and disability insurance) provided to executives of the Company in general, subject to meeting the eligibility requirements with respect to each of such benefit plans or


programs. However, nothing in this Paragraph 5 shall be deemed to prohibit the Company from making any changes in any of the plans, programs or benefits described herein.

        6.    Covenant Not to Disclose Confidential Information.    Employee acknowledges that during the course of his employment with the Company he has or will have access to and knowledge of certain information and data that the Company or any subsidiary, parent or affiliate of the Company considers confidential and that the release of such information or data to unauthorized persons would be extremely detrimental to the Company. As a consequence, Employee hereby agrees and acknowledges that he owes a duty to the Company not to disclose, and agrees that, during or after the term of his employment, without the prior written consent of the Company, he will not communicate, publish or disclose, to any person anywhere or use any Confidential Information (as hereinafter defined) for any purpose other than carrying out his duties as contemplated by this Agreement. Employee will use his best efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands of any unauthorized person and, in particular, will not permit any Confidential Information to be read, duplicated or copied. Employee will return to the Company all Confidential Information in Employee's possession or under Employee's control when the duties of Employee no longer require Employee's possession thereof, or whenever the Company shall so request, and in any event will promptly return all such Confidential Information if Employee's relationship with the Company is terminated for any or no reason and will not retain any copies thereof. For purposes hereof the term "Confidential Information" shall mean any information or data used by or belonging or relating to the Company or any subsidiary, parent or affiliate of the Company that is not known generally to the industry in which the Company or any subsidiary, parent or affiliate of the Company is or may be engaged, including without limitation, any and all trade secrets, proprietary data and information relating to the Company's or any subsidiary, parent or affiliate of the Company's past, present or future business and products, price lists, customer lists, processes, procedures or standards, know-how, manuals, business strategies, records, drawings, specifications, designs, financial information, whether or not reduced to writing, or information or data that the Company or any subsidiary, parent or affiliate of the Company advises Employee should be treated as confidential information.

        7.    Covenant Not to Compete.    


        8.    Specific Performance.    Recognizing that irreparable damage will result to the Company in the event of the breach or threatened breach of any of the foregoing covenants and assurances by Employee contained in Paragraphs 6 or 7 hereof, and that the Company's remedies at law for any such breach or threatened breach will be inadequate, the Company and its successors and assigns, in addition to such other remedies that may be available to them, shall be entitled to an injunction, including a mandatory injunction, to be issued by any court of competent jurisdiction ordering compliance with this Agreement or enjoining and restraining Employee, and each and every person, firm or company acting in concert or participation with him, from the continuation of such breach and, in addition thereto, he shall pay to the Company all ascertainable damages, including costs and reasonable attorneys' fees sustained by the Company by reason of the breach or threatened breach of said covenants and assurances. The obligations of Employee and the rights of the Company, its successors and assigns under Paragraphs 6, 7, 8, 12, 16 and 18 of this Agreement shall survive the termination of this Agreement. The covenants and obligations of Employee set forth in Paragraphs 6


and 7 hereof are in addition to and not in lieu of or exclusive of any other obligations and duties of Employee to the Company, whether express or implied in fact or in law.

        9.    Term and Termination.    


The amount payable to Employee under this Paragraph 9(e) is in lieu of, and not in addition to, any severance payment due or to become due to Employee under any separate agreement or contract between Employee and the Company or pursuant to any severance payment plan, program or policy of the Company or any affiliate (collectively, "Severance Plan"). Any severance amounts received by Employee under a Severance Plan shall be applied as an offset to (reduce or eliminate, as the case may be) any future payments otherwise to be made to Employee under this Paragraph 9(e); i.e., no additional payments shall be made under this Paragraph 9(e) until the aggregate amount of the offsets hereunder equals the severance amounts received by Employee under the Severance Plan.

For purposes of this Agreement, a "Change in Control" shall be deemed to have occurred if (i) Crosstex Energy Holdings Inc., a Delaware corporation, and/or its affiliates, collectively, no longer directly or indirectly holds a controlling interest in the General Partner and Employee does not remain employed by the Company after the occurrence of such event or (ii) the General Partner has caused the sale of at least fifty percent (50%) of the assets of the Partnership. "Good Reason" means any of the following: (i) the assignment to Employee of any duties materially inconsistent with Employee's position (including a materially adverse change in Employee's office, title and reporting requirements), authority, duties or responsibilities; (ii) the Company's requiring Employee to be based at any office other than the offices in the greater Dallas, Texas area; (iii) any termination by the Company of Employee's employment other than as expressly permitted by this Agreement; (iv) a breach or violation by the Company of any material provision of this Agreement, which breach or violation remains unremedied for more than 30 days after written notice thereof is given to the Company by Employee. For purposes of this definition, no act or failure to act on the Company's part shall be considered a "Good Reason" unless Employee has given the Company written notice of such act or failure to act within 30 days thereof and the Company fails to remedy such act or failure to act within 30 days of its receipt of such notice.


        10.    Gross Up Payment    


        11.    Satisfaction of Obligations.    The Company shall use its commercially reasonable efforts to obtain from the Partnership all funds necessary to satisfy the Company's obligations to Employee under this Agreement to the extent permitted or required under the Partnership's limited partnership agreement.

        12.    Waiver of Breach.    Failure of the Company to demand strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of the term, covenant or condition, nor shall any waiver or relinquishment by the Company of any right or power hereunder at any one time or more times be deemed a waiver or relinquishment of the right or power at any other time or times.

        13.    No Breach.    Employee represents and warrants to the Company that neither the execution nor delivery of this Agreement, nor the performance of Employee's obligations hereunder will conflict with, or result in a breach of, any term, condition, or provision of, or constitute a default under, any obligation, contract, agreement, covenant or instrument to which Employee is a party or under which Employee is bound, including without limitation, the breach by Employee of a fiduciary duty to any former employers.

        14.    Entire Agreement; Amendment.    This Agreement cancels and supersedes all previous agreements relating to the subject matter of this Agreement, written or oral, between the parties hereto and contains the entire understanding of the parties hereto and shall not be amended, modified or supplemented in any manner whatsoever except as otherwise provided herein or in writing signed by each of the parties hereto.

        15.    Headings.    The headings of the paragraphs of this Agreement have been inserted for convenience of reference only and shall in no way restrict or otherwise modify any of the terms or provisions hereof.

        16.    Governing Law.    This Agreement and all rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware applicable to agreements made and to be performed entirely within the State, including all matters of enforcement, validity and performance.

        17.    Notice.    Any notice, request, consent or communication under this Agreement shall be effective only if it is in writing and personally delivered or sent by certified mail, return receipt requested, postage prepaid, or by a nationally recognized overnight delivery service, with delivery confirmed, addressed as follows:


or such other persons and/or addresses as shall be furnished in writing by any party to the other party, and shall be deemed to have been given only upon its delivery in accordance with this Paragraph 17.

        18.    Assignment.    This Agreement is personal and not assignable by Employee but it may be assigned by the Company without notice to or consent of Employee to, and shall thereafter be binding upon and enforceable by, any affiliate of the Company and any person that shall acquire or succeed to substantially all of the business or assets of the Company (and such person shall be deemed included in the definition of the "Company" for all purposes of this Agreement) but is not otherwise assignable by the Company.

        19.    Expenses.    If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.



        IN WITNESS WHEREOF, the Company has caused this Employment Agreement to be duly executed, and Employee has hereunto set his hand, as of the day and year first above written.






Crosstex Energy GP, LLC,
Its General Partner