Contract No. 94-SLC-0276


                                  Exhibit 10.5
                                    CONTRACT

                                      AMONG

                                   PACIFICORP

                                       AND

                         ARIZONA PUBLIC SERVICE COMPANY


                                       AND


                       UNITED STATES DEPARTMENT OF ENERGY
                        WESTERN AREA POWER ADMINISTRATION


                     SALT LAKE CITY AREA INTEGRATED PROJECTS


                                       FOR


                            FIRM TRANSMISSION SERVICE



                                                          APS CONTRACT NO. 48253
<PAGE>
                                                        Contract No. 94-SLC-0276



                                    CONTRACT

                                     BETWEEN

                                   PACIFICORP
                                       AND
                         ARIZONA PUBLIC SERVICE COMPANY

                                       AND

                                  UNITED STATES
                              DEPARTMENT OF ENERGY
                        WESTERN AREA POWER ADMINISTRATION
                     SALT LAKE CITY AREA INTEGRATED PROJECTS

                                       FOR

                            FIRM TRANSMISSION SERVICE

                                Table of Contents
                                -----------------

Section   Title                                                           Page
-------   -----                                                           ----

1.        PREAMBLE.........................................................  1
2.        EXPLANATORY RECITALS.............................................  2
3.        AGREEMENT........................................................  2
4.        TERM OF CONTRACT.................................................  2
5.        FIRM TRANSMISSION SERVICE........................................  3
6.        CONDITIONS FOR DELIVERY OF TRANSMISSION SERVICE..................  4
7.        PAYMENT FOR TRANSMISSION SERVICE FURNISHED BY WESTERN............  5
8.        SCHEDULING, ACCOUNTING, AND BILLING PROCEDURES...................  6
9.        GENERAL POWER CONTRACT PROVISIONS................................  6
10.       EXHIBITS.........................................................  7
11.       AUTHORITY TO EXECUTE.............................................  7
          SIGNATURE CLAUSE.................................................. 8
          EXHIBIT A
          RATE SCHEDULE SP-FT4
          GENERAL POWER CONTRACT PROVISIONS


<PAGE>
                                                        Contract No. 94-SLC-0276






                                    CONTRACT

                                     BETWEEN

                                   PACIFICORP
                                       AND
                         ARIZONA PUBLIC SERVICE COMPANY

                                       AND

                                  UNITED STATES
                              DEPARTMENT OF ENERGY
                        WESTERN AREA POWER ADMINISTRATION

                     SALT LAKE CITY AREA INTEGRATED PROJECTS

                                       FOR

                            FIRM TRANSMISSION SERVICE


1.    PREAMBLE
      --------
      This  Contract is made this 5th day of May,  1995,  pursuant to the Act of
      Congress  approved  June 17,  1902 (32  Stat.  388);  the Act of  Congress
      approved  April 11,  1956 (70 Stat.  105);  the Act of  Congress  approved
      August 4, 1977, (91 Stat 565); and acts amendatory or supplementary to the
      foregoing  Acts,  between  the  UNITED  STATES OF  AMERICA,  acting by and
      through the Administrator, Western Area Power Administration, an agency of
      the Department of Energy, hereinafter called "Western," represented by the
      officer  executing this Contract,  a duly appointed  successor,  or a duly
      authorized  representative,  hereinafter called the "Contracting Officer,"
      and PACIFICORP, a corporation duly organized,  created, and existing under
      and by the laws of the State of Oregon,  hereinafter called  "PacifiCorp;"
      and ARIZONA PUBLIC SERVICE COMPANY, a corporation duly organized, created,
      and  existing  under and by the laws of the State of Arizona,  hereinafter
      called "APS;" each sometimes hereinafter  individually called "Party," and
      sometimes hereinafter collectively called the "Parties."
<PAGE>
                                                        Contract No. 94-SLC-0276

2.    EXPLANATORY RECITALS
      --------------------
      2.1     The Salt Lake City Area Integrated  Projects,  hereinafter  called
              the  Integrated  Projects,  encompass  certain  facilities for the
              production of electric power and energy.  Western  transmits power
              and  energy  over  the  Colorado  River  Storage   Project  (CRSP)
              transmission system and transmission systems of other utilities.

      2.2     PacifiCorp  and APS are engaged in the electric  utility  business
              and desire  firm  transmission  service  over the  Colorado  River
              Storage Project's transmission facilities.

      2.3     Electrical  system   interconnections  exist  either  directly  or
              through third parties which will allow the  transmission  of power
              and energy among Western, PacifiCorp, and APS.

      2.4     Western  is  willing  to  furnish  firm  transmission  service  to
              PacifiCorp and APS under the terms and conditions provided herein.

3.    AGREEMENT
      ---------
      The Parties agree to the terms and conditions set forth herein.

4.    TERM OF CONTRACT
      ----------------
      4.1     This Contract shall become  effective on the date of its execution
              and shall remain in effect  until  midnight of the last day of the
              May 2022 billing period. The Parties shall agree in advance on the
              date transmission  service will be initiated  hereunder;  however,
              payment shall begin the later of: (i) the monthly  billing  period

                                       2
<PAGE>
                                                        Contract No. 94-SLC-0276

              beginning  May 1,  1997,  or (ii) the date of  initial  commercial
              operation of the Mead-Phoenix transmission project.

      4.2     PacifiCorp  and APS  reserve  the  right  to  jointly  reduce  the
              transmission  amounts in Exhibit A or to  jointly  terminate  this
              Contract  with  three  (3) years  prior  written  notification  to
              Western.

      4.3     This Contract may also be terminated at any time upon the
              mutual agreement of the Parties.

5.    FIRM TRANSMISSION SERVICE
      -------------------------
      5.1     Western will accept power and energy  scheduled by PacifiCorp  and
              APS at the point(s) of receipt and voltage(s) set forth in Exhibit
              A.  Western  shall  transmit and deliver an  equivalent  amount of
              power and  energy,  less  transmission  losses,  to the  points of
              delivery  set  forth  in  said  Exhibit  A.  Transmission  Service
              includes  all  elements as set forth in Section 2 of the  attached
              Exhibit A, which are listed as Primary and Secondary Transmission.
              Primary  and  Secondary  Transmission  shall have equal  firmness.
              Exhibit A may be revised from time to time as provided for herein.
              Any revisions to Exhibit A shall be executed by all Parties.

      5.2     PacifiCorp and APS will have  reciprocal use to each others unused
              firm  capacity  rights at no  additional  charge by Western or the
              other Party.  Western shall have  subsequent  rights to use, on an
              interruptible  basis,  any  portion  of the  capacity  in the CRSP

                                       3
<PAGE>
                                                        Contract No. 94-SLC-0276

              transmission  facilities  reserved  for  but  not  being  used  by
              PacifiCorp and/or APS. Western reserves the right to grant the use
              of any such capacity to others, on an interruptible  basis, during
              the  times  PacifiCorp  or APS does not  schedule  the use of such
              capacity.

      5.3     When  any  additional  point of  receipt  or  delivery  from or to
              PacifiCorp or APS is jointly  established,  as provided in Section
              5.1  hereof,  PacifiCorp  and APS  shall  provide  or  cause to be
              provided, at no expense to Western, such equipment and devices not
              provided by Western as, in the opinion of the Contracting Officer,
              may be required because of the addition.

      5.4     The transmission  system loss factor used herein shall be reviewed
              by Western at least once every  three  years  after the  effective
              date of this Contract and shall be adjusted to more nearly conform
              to actual average system losses.  PacifiCorp and APS will be given
              written  notice of any  adjustment  and the  adjusted  loss factor
              shall be set forth in a revision of Exhibit A.

6.    CONDITIONS FOR DELIVERY OF TRANSMISSION SERVICE
      -----------------------------------------------
      6.1     Firm  Transmission  Service  provided under this Contract shall be
              considered to have the same transmission priority as other Western
              Firm  Transmission  Contracts,  Western's  own  firm  use  of  the
              transmission system, and firm exchanges
              made with other contractors.

                                        4
<PAGE>
                                                        Contract No. 94-SLC-0276

      6.2     In outage situations, neither PacifiCorp nor APS will be curtailed
              until  total  firm  schedules  on the  path  exceed  the  transfer
              capability.  When curtailments are necessary,  firm schedules will
              be reduced among all entities referenced in 6.1 having firm rights
              on the  path.  Reductions  will be  made  pro-rata  based  on each
              entities firm rights.

      6.3     Schedules  of power  under this  Contract  through  the 345/230 kV
              facilities  onto  PacifiCorp's  230-kV  Glen Canyon to Sigurd line
              shall not diminish the existing  rights of Western under  Contract
              No. 14-06-400-2436 and associated
              scheduling procedures.

7.    PAYMENT FOR TRANSMISSION SERVICE FURNISHED BY WESTERN
      -----------------------------------------------------
      7.1     PacifiCorp and APS each shall pay Western monthly for the
              Primary  Transmission Service reserved in the respective season as
              set  forth in  Exhibit  A  hereunder  in  accordance  with  rates,
              charges, and conditions set forth in Rate Schedule SP-FT4 attached
              hereto and made a part  hereof or any  superseding  rate  schedule
              which is applicable.

      7.2     The rate set forth in Rate Schedule  SP-FT4 attached hereto may be
              adjusted in  accordance  with Section 11 of the  attached  General
              Power Contract  Provisions.  Western will give  PacifiCorp and APS
              notice of each  superseding  rate schedule  along with  supporting
              data at least thirty (30) days in advance of the effective date of
              said superseding rate schedule.

                                        5
<PAGE>
                                                        Contract No. 94-SLC-0276

8.    SCHEDULING, ACCOUNTING, AND BILLING PROCEDURES
      ----------------------------------------------
      8.1     Written Scheduling, Accounting, and Billing Procedures,
              hereinafter called Procedures,  shall be developed and agreed upon
              by the  authorized  representatives  of the Parties by the date of
              initial  service under this Contract.  The Procedures are intended
              to implement the terms of this Contract but not to modify or amend
              it and are therefore, subordinate to this Contract.

      8.2     Transmission  service  furnished  hereunder  shall be scheduled in
              advance, on an hourly basis,  emergencies excepted,  and accounted
              for on the basis of such advance schedules, all in accordance with
              Procedures   agreed  upon  in  advance   between  the   authorized
              representatives.

      8.3     In the event  PacifiCorp  and APS fail or refuse  to  execute  the
              initial   Procedures  or  any  revised  Procedures  which  Western
              determines  to be necessary due to changes in this Contract or the
              power system of either Party,  Western will temporarily  implement
              essential  procedures,  as determined by the Contracting  Officer,
              until  mutually  acceptable  procedures  have been  developed  and
              executed by the authorized representatives.

9.    GENERAL POWER CONTRACT PROVISIONS
      ---------------------------------
      The General Power  Contract  Provisions  dated  January 3, 1989,  attached
      hereto,  are hereby made a part of this  Contract  the same as if they had
      been expressly set forth herein, Provided, That Provisions 3, 9, 17 to 24,
      26, and 27 shall not be applicable hereto, Provided Further that the 

                                       6
<PAGE>
                                                        Contract No. 94-SLC-0276

      words "rate schedule" shall mean the charge for service provided  pursuant
      to this Contract, and the words, "electric service" shall mean the service
      provided pursuant to this Contract.

10.   EXHIBITS
      --------
      Inasmuch as certain provisions of this Contract may change during the term
      hereof,  they will be set forth in exhibits  from time to time agreed upon
      by the Parties.  The initial  Exhibit A and all future  exhibits  shall be
      attached  hereto and made a part  hereof,  and each shall be in full force
      and effect in accordance with its terms unless  superseded by a subsequent
      exhibit.

11.   AUTHORITY TO EXECUTE
---   --------------------
      Each individual signing this Contract certifies that the Party represented
      has duly  authorized  such  individual to execute this contract that binds
      and obligates the Party.


                                        7

<PAGE>
                                                        Contract No. 94-SLC-0276


IN WITNESS  WHEREOF,  the Parties  have caused this  Contract to be executed the
date first written above.
                                          WESTERN AREA POWER ADMINISTRATION




                                          By: Kenneth T. Maxey
                                          --------------------------------------
                                              Area Manager
                                              Western Area Power Administration
                                              P.O. Box 11606
                                              Salt Lake City, UT  84147


(SEAL)                                    PACIFICORP


                                          By: John A. Bohling
                                          --------------------------------------
 Lenore M. Martin                             Senior Vice President    
----------------------------              --------------------------------------
Attest                                    Title:
                                              700 NE Multnomah
                                              Portland, Oregon 97232
                                          --------------------------------------
                                          Address:
                                              
                                          





(SEAL)                                    ARIZONA PUBLIC SERVICE COMPANY


                                          By: Jack E. Davis
                                          --------------------------------------

Marie A. Papietro                             Title: Vice President
-----------------                         --------------------------------------
Attest
                                          Address:  P.O. Box 53999
                                                    Phoenix, Arizona 85072-3999
                                          --------------------------------------




                                        8
<PAGE>
                                                            Rate Schedule SP-FT4
                                                    (Supersedes Schedule SP-FT3)

                       UNITED STATES DEPARTMENT OF ENERGY
                       WESTERN AREA POWER ADMINISTRATION

                         COLORADO RIVER STORAGE PROJECT
                  ARIZONA, COLORADO, NEW NEXICO, WYOMING, UTAH

                 SCHEDULE OF RATE FOR FIRM TRANMISSION SERVICE
                 ---------------------------------------------

Effective:
---------

Beginning on October 1, 1992, and extending through September 30, 1996.

Available:
---------

In the area served by the Colorado  River Storage  Project  (CRSP)  transmission
system.

Applicable:
----------

To firm  transmission  service customers for which power and energy are supplied
to the CRSP transmission system at points of interconnection  with other systems
and  transmitted and delivered,  less losses,  to points of delivery on the CRSP
transmission system established by contract.

Character and Conditions of Service:
-----------------------------------

Transmission service for alternating current, 60 hertz,  three-phase,  delivered
and metered at the voltages and points of delivery established by contract.

Rate:
----

Transmission  service  charge:  $22.68 per  kilowatt-year  for each  kilowatt of
transmission  service  contracted for,  payable monthly at the rate of $1.89 per
kilowatt-month.

<PAGE>
                                                  PacifiCorp
                                                  Arizona Public Service Company
                                                  Contract No. 94-SLC-0276
                                                  Exhibit A
                                                  Page 1 of 2

                                   EXHIBIT A
                                   ---------

                  MAXIMUM TRANSMISSION OBLIGATION IN KILOWATTS

1. This Exhibit A made this 5th day of May, 1995, to be effective under and as a
   part of Contract No.  94-SLC-0276,  dated May 5, 1995, shall become effective
   on the date that  transmission  service is initiated under the Contract,  and
   shall remain in effect until superseded by another Exhibit A; Provided,  That
   this revised  Exhibit A or any  superseding  Exhibit A shall be terminated by
   the termination of said Contract.

2. FIRM TRANSMISSION SERVICE:
   -------------------------

   2.1    PacifiCorp
          ----------
                                           Summer Season   Winter Season  Losses
 Point of Receipt      Point of Delivery   (May-October)  (November-April) (%)
 ----------------      -----------------   -------------  ---------------- -----

Primary Transmission

Pinnacle Peak 230 kV   Glen Canyon 230 kV      -0-        250,000 kW       5.5


Secondary Transmission

Pinnacle Peak 230 kV   Glen Canyon 230 kV    150,000 kW      -0-           5.5

<PAGE>
                                                  PacifiCorp
                                                  Arizona Public Service Company
                                                  Contract No. 94-SLC-0276
                                                  Exhibit A
                                                  Page 2 of 2

   2.2    Arizona Public Service Company
          ------------------------------

                                           Summer Season   Winter Season  Losses
 Point of Receipt      Point of Delivery   (May-October)  (November-April)  (%)
 ----------------      -----------------   -------------  ---------------- -----

Primary Transmission

Glen Canyon 230 kV    Pinnacle Peak 230 kV  250,000 kW         -0-         5.5


Secondary Transmission

Glen Canyon 230 kV    Pinnacle Peak 230 kV     -0-         150,000 kW      5.5