Exhibit 10.6
                    RECIPROCAL TRANSMISSION SERVICE AGREEMENT
                                     BETWEEN
                         ARIZONA PUBLIC SERVICE COMPANY
                                       AND
                                   PACIFICORP
                             APS Contract No. 48138



By Federal Energy  Regulatory  Commission  ("FERC")  order/ notice of acceptance
dated  ___________________  in FERC  Docket  No.  ___________,  this  Agreement,
Arizona  Public  Service  Company  Rate  Schedule  FERC Rate  Schedule No. , and
PacifiCorp FERC Rate Schedule No. ______,  was accepted for filing and permitted
to become  effective in accordance  with Section of this  Agreement on the _____
day of _________________, 19____.






EXECUTION COPY
<PAGE>
                                                          APS Contract No. 48138

EXHIBIT 10.6
                    RECIPROCAL TRANSMISSION SERVICE AGREEMENT
                                     BETWEEN
                         ARIZONA PUBLIC SERVICE COMPANY
                                       AND
                                   PACIFICORP


                                TABLE OF CONTENTS
                                -----------------


1.   PARTIES............................................................  1

2.   RECITALS...........................................................  1

3.   ENTIRE AGREEMENT...................................................  3

4.   DEFINITIONS........................................................  3

     4.1   Authorized Representative(s).................................  3
     4.2   Cholla/Four Corners System:..................................  3
     4.3   Due Date.....................................................  3
     4.4   FERC.........................................................  3
     4.5   Four Corners/Borah-Brady System:.............................  3
     4.6   Interest.....................................................  4
     4.7   kV...........................................................  4
     4.8   kWh..........................................................  4  
     4.9   MW...........................................................  4  
     4.10  Point of Delivery............................................  4  
     4.11  Point of Receipt.............................................  4  
     4.12  Reciprocal Transmission Demand...............................  4  
     4.13  Reciprocal Transmission Service..............................  5  
     4.14  Transmission Demand..........................................  5  
     4.15  Transmission Service.........................................  5  
     4.16  Uncontrollable Force.........................................  5  
  

5.   SPECIAL PROVISIONS.................................................  6
     5.1   Reciprocal Transmission Service..............................  6
     5.2   Effective Date, Acceptance and Term..........................  6
     5.3   Authorized Representatives:..................................  8

6.   RATES FOR TRANSMISSION SERVICE.....................................  9

7.   GENERAL TERMS AND CONDITIONS.......................................  9
     7.1   Notifications................................................  9
     7.2   Electrical Load Characteristics.............................. 10
     7.3   Uncontrollable Force......................................... 11
     7.4   Indemnity.................................................... 11
     7.5   Waiver....................................................... 12
     7.6   Billing and Payment.......................................... 12
     7.7   Unilateral Action............................................ 13
     7.8   Assignment................................................... 13
     7.9   Regulatory Fees.............................................. 14
     7.10  Third Party Beneficiaries.................................... 15



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                                                          APS Contract No. 48138



     7.11  Applicable Law............................................... 15
     7.12  Nondedication of Facilities.................................. 15
     7.13  Interruptions................................................ 15


EXHIBIT A.............................................................  A-1
<PAGE>
                                                          APS Contract No. 48138


                    RECIPROCAL TRANSMISSION SERVICE AGREEMENT
                                     BETWEEN
                         ARIZONA PUBLIC SERVICE COMPANY
                                       AND
                                   PACIFICORP



1.   PARTIES:
     -------
     The Parties to this Reciprocal Transmission Service Agreement ("Agreement")
     are ARIZONA  PUBLIC SERVICE  COMPANY,  an Arizona  corporation  ("APS") and
     PACIFICORP, an Oregon corporation ("PacifiCorp"),  hereinafter collectively
     referred to as "Parties" and individually as "Party."
2.   RECITALS:
     --------
     This Agreement is entered into with reference, in part, to the
     following:

     2.1    APS and PacifiCorp are engaged in the generation,  transmission  and
            distribution  of  electric  power and energy in the  western  United
            States.
     2.2    The Parties have taken steps through a series of prior agreements to
            enhance  the  efficient  operation  of their  respective  systems by
            taking  advantage  of the  diversity  of their loads and  generation
            facilities.
     2.3    PacifiCorp  owns the  Cholla  Unit No.  4 at the  Cholla  Generation
            Station  and has  increased  the net  generating  capability  of the
            Cholla Unit No. 4 from 350 MW to 380 MW effective October 1, 1993.
     2.4    To integrate  the increase in the net  generating  capability of the
            Cholla Unit No. 4 into PacifiCorp's system, PacifiCorp

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                                                          APS Contract No. 48138

            has requested south to north firm transmission  service from APS, on
            the  Cholla/Four  Corners  System,  in addition to the  transmission
            service  provided by APS under the September  21, 1990  transmission
            agreement between the Parties.
     2.5    Pending the execution of this Agreement and acceptance for filing by
            the FERC, APS has been providing firm  transmission  service for the
            increase in the net  generating  capability of the Cholla Unit No. 4
            under the terms and  conditions  of the  Western  System  Power Pool
            Agreement.

     2.6    APS  desires  south to north firm  Transmission  Service on the Four
            Corners/Borah-Brady System.

     2.7    In keeping with the Parties' continuing efforts to study and discuss
            additional  arrangements  to benefit  the  Parties  and  enhance the
            efficiencies  of their  respective  systems  which will inure to the
            benefit  of their  customers,  and in the  event  PacifiCorp's  Four
            Corners/Borah-Brady   System  is  able  to  accommodate   Reciprocal
            Transmission  Service,  APS  and  PacifiCorp  recognize  the  mutual
            benefits of and agree to provide Reciprocal  Transmission Service to
            each  other  over  the  Cholla/Four  Corners  System  and  the  Four
            Corners/Borah- Brady System, respectively, under the terms hereof.

     2.8    Until the Four  Corners/Borah-Brady  System  is able to  accommodate
            additional transmission for APS, which will initiate such Reciprocal
            Transmission   Service,   APS  agrees  to  provide  PacifiCorp  with
            Transmission Service under the terms hereof.

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                                                          APS Contract No. 48138

3.   ENTIRE AGREEMENT:
     ----------------
     This Agreement shall constitute the entire contract between the Parties and
     shall   supersede  all  prior   proposals,   agreements,   representations,
     negotiations,  or letters pertaining to the Reciprocal Transmission Service
     to be provided hereunder, whether written or oral. The Parties shall not be
     bound  by  or  be  liable  for  any  statement,  representation,   promise,
     inducement, or understanding of any nature not set forth in this Agreement.
     Any changes to the provisions of this  Agreement  shall not be valid unless
     mutually agreed upon in writing by the Parties.
4.   DEFINITIONS:
     -----------
     The following terms, when used in this Agreement shall have the
     meanings specified:
     4.1    Authorized   Representative(s):   A  representative  of  APS  and  a
            representative  of PacifiCorp who are authorized to act in behalf of
            their respective Party in the implementation of this Agreement.
     4.2    Cholla/Four  Corners  System:  APS'  electric   transmission  system
            between  the  Cholla  Power  Plant  500 kV  switchyard  and the Four
            Corners Power Plant 345 kV switchyard.
     4.3    Due Date: The Fifteenth  (15th)  calendar day after the invoice date
            or after the facsimile date of the invoice, whichever is earlier.
     4.4    FERC: The Federal Energy Regulatory Commission.
     4.5    Four Corners/Borah-Brady System: PacifiCorp's

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                                                          APS Contract No. 48138

            electric  transmission  system  between the Four Corners Power Plant
            345 kV switchyard  and the Borah and Brady  substations  in southern
            Idaho.
     4.6    Interest:  Interest  compounded monthly at the rate per annum quoted
            by  Citibank,  NA,  New York,  New York as the prime  interest  rate
            quoted  as of the  first  day of each  month in which a  payment  is
            overdue,  plus three  percent  (3%).  APS may change the  designated
            banking  institution  stated  herein by  providing  PacifiCorp  with
            fifteen (15) day advance written notice.
     4.7    kV:  Kilovolt or kilovolts.
     4.8    kWh:  Kilowatt-hour or kilowatt-hours.
     4.9    MW: Megawatt or Megawatts.
     4.10   Point of Delivery:  For the Cholla/Four Corners System, the point of
            interconnection  between the Parties in the Four Corners Power Plant
            345 kV switchyard and, for the Four Corners/Borah-Brady  System, the
            Borah and/or Brady Substations.
     4.11   Point of Receipt:  For the Cholla/Four  Corners System, the point of
            interconnection between the Parties in the Cholla Power Plant 500 kV
            switchyard and, for the Four  Corners/Borah-Brady  System, the point
            of  interconnection  between APS and  PacifiCorp in the Four Corners
            Power Plant 345 kV Switchyard.
     4.12   Reciprocal  Transmission Demand: For the Cholla/Four Corners System,
            the 30,000 kW of firm transmission capacity APS shall

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                                                          APS Contract No. 48138

            be obligated to provide for  PacifiCorp on the  Cholla/Four  Corners
            System from the Point of Receipt to the Point of  Delivery.  For the
            Four Corners/Borah-Brady  System, the 30,000 kW of firm transmission
            capacity  PacifiCorp  is  obligated  to provide  for APS on the Four
            Corners/Borah-Brady System from the Point of Receipt to the Point of
            Delivery.
     4.13   Reciprocal  Transmission  Service:  The firm  transmission  capacity
            provided by APS to PacifiCorp  over the  Cholla/Four  Corners System
            from the Point of Receipt to the Point of Delivery and by PacifiCorp
            to APS over the Four  Corners/Borah-Brady  System  from the Point of
            Receipt to the Point of Delivery up to the  Reciprocal  Transmission
            Demand at no cost to the Parties.
     4.14   Transmission  Demand:  The 30,000 kW of firm  capacity  APS shall be
            obligated to provide and  PacifiCorp  is obligated to pay for on the
            Cholla/Four Corners System from the Point of Receipt to the Point of
            Delivery.
     4.15   Transmission   Service:   The  firm  capacity  provided  by  APS  to
            PacifiCorp from south to north over the  Cholla/Four  Corners System
            from the  Point  of  Receipt  to the  Point  of  Delivery  up to the
            Transmission  Demand in  accordance  with the rates and  charges  in
            Section .
     4.16   Uncontrollable  Force:  Any cause  beyond  the  control of the Party
            affected,  including,  but not  limited to,  failure of  facilities,
            flood,  earthquake,  storm, fire,  lightning,  epidemic,  war, riot,
            civil disturbance, labor disturbance,

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<PAGE>
                                                          APS Contract No. 48138

            sabotage,  restraint  by court order or public  authority,  which by
            exercise of due diligence would not be able to overcome.
5.   SPECIAL PROVISIONS:
     ------------------
     5.1    Reciprocal  Transmission  Service:  The Parties  shall  provide each
            other  Reciprocal   Transmission  Service;   however,  the  Parties'
            obligations to provide the Reciprocal Transmission Service shall not
            begin  until such time as the Four  Corners/Borah-Brady  System,  as
            solely determined by PacifiCorp,  has sufficient capacity to provide
            APS all of its  Reciprocal  Transmission  Demand.  Until  such time,
            PacifiCorp shall pay APS for Transmission Service on the Cholla/Four
            Corners System.  Reciprocal  Transmission Service shall begin on the
            first day of the  calendar  month  following  the  month  PacifiCorp
            determines  that  transmission  capacity  is  available  on the Four
            Corners/Borah-Brady System.
     5.2    Effective Date, Acceptance and Term:
            5.2.1     This Agreement  shall become  effective upon execution and
                      acceptance  for filing by the FERC and permitted to become
                      effective under the rules and regulations of the FERC.
            5.2.2     The  Parties  agree to waiver of FERC's  filing and notice
                      requirements  in order to  permit  the  early  filing  and
                      acceptance of this Agreement.
            5.2.3     The Parties agree to fully participate in any FERC hearing
                      and/or court proceeding regarding this Agreement.

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<PAGE>
                                                          APS Contract No. 48138


            5.2.4     The  Parties  concur  with all rates and  charges  and all
                      terms and  conditions in this Agreement and, upon the FERC
                      filing,  the Parties  agree to support the  acceptance  in
                      full of this Agreement.
            5.2.5     If upon  the  filing  of this  Agreement,  FERC  orders  a
                      hearing to determine  whether  this  Agreement is just and
                      reasonable,  this  Agreement  shall not  become  effective
                      until the date when an order no longer subject to judicial
                      review  has  been  issued  by the  FERC  determining  this
                      Agreement to be just and reasonable.
            5.2.6     If,  as  the  result  of  the  filing,  FERC  modifies  or
                      conditions  any of the  terms  and  conditions,  rates  or
                      charges  of  this  Agreement,  and  such  modification  or
                      condition is objectionable to either PacifiCorp or APS for
                      whatever reason and as solely  determined by PacifiCorp or
                      APS, this Agreement  shall  terminate and be of no further
                      force or effect upon written  notice of such  objection by
                      either  Party  within  thirty  (30)  days from the date of
                      FERC's order modifying or conditioning this Agreement.  In
                      the event that neither  PacifiCorp nor APS provide written
                      notice,   this  Agreement  shall  be  deemed  accepted  as
                      conditioned or modified.
            5.2.7     The term of this  Agreement  shall  be from the  effective
                      date and shall remain in effect for the

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<PAGE>
                                                          APS Contract No. 48138

                      term of the Transmission  Agreement between PacifiCorp and
                      APS, dated September 21, 1990 (APS Contract No. 48015).

     5.3    Authorized Representatives:
            5.3.1     Within  thirty  (30)  days  after  the  execution  of this
                      Agreement,  each  Party  shall  designate  its  Authorized
                      Representative  by  giving  written  notice  to the  other
                      Party.    Either   Party   may   change   its   Authorized
                      Representative by giving written notice to the other Party
                      at anytime.  The  functions  and  responsibilities  of the
                      Authorized Representatives shall be:
                      5.3.1.1     To establish procedures and standard practices
                                  (consistent  with the  provisions  hereof) for
                                  the  guidance of system load  dispatchers  and
                                  other   operating   employees  as  to  matters
                                  affecting  interconnected  operations  of  the
                                  respective  systems related to this Agreement,
                                  including   but  not   limited  to   scheduled
                                  maintenance and repair;
                      5.3.1.2     To do such other  things as are  necessary  to
                                  administer  and  implement   this   Agreement;
                                  provided that the  Authorized  Representatives
                                  shall  have no  authority  to amend any of the
                                  provisions of this Agreement.

            5.3.2     The establishment of any practice or procedure and

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<PAGE>
                                                          APS Contract No. 48138

                      any  other  action  or  determination  by  the  Authorized
                      Representatives  shall be  effective  when  signed  by the
                      designated Authorized Representatives of both Parties.
6.   RATES FOR TRANSMISSION  SERVICE:  
     ------------------------------- 
     Initially,  the rates and related charges for Transmission Service rendered
     by APS to PacifiCorp  will be computed in accordance  with Exhibit A unless
     changed in accordance with Section 7.7 of this Agreement.  PacifiCorp shall
     take or pay for the Transmission Demand under this Agreement,  which amount
     shall  constitute  the  monthly  minimum,  until  such  time as  Reciprocal
     Transmission Service commences, pursuant to Section 5.1.
7.   GENERAL TERMS AND CONDITIONS:
     ----------------------------
     7.1    Notifications:
            7.1.1      Notifications   under  this  Agreement,   except  written
                       notices  required or  authorized  herein,  may be made by
                       telephone   or  other  means   between   the   Authorized
                       Representatives  established  pursuant to Section  5.3.1.
                       Any  written  notices,  demands or  requests  given under
                       Sections  7.1.2 and  7.1.3. hereof shall be  delivered in
                       person or mailed as follows:
                                 For PacifiCorp:
                                 Vice President, Power Systems and Development
                                 PacifiCorp
                                 700 NE Multnomah, Suite 1600
                                 Portland, Oregon 97232-4116

                                 For APS:
                                 Arizona Public Service Company
                                 c/o Secretary
                                 P.O. Box 53999
                                 Phoenix, Arizona 85072-3999

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<PAGE>
                                                          APS Contract No. 48138

                       Either  Party may change such  designations  from time to
                       time by giving written notice to the other Party.
            7.1.2      Except as set forth in Section  7.1.3  hereof,  where any
                       notice,  demand or request provided for in this Agreement
                       must be given  within a  specific  period  of time,  such
                       notice,  demand or request shall be in writing, and shall
                       be  deemed  properly  served,  given or made,  if sent by
                       registered or certified  mail,  postage  prepaid,  to the
                       person(s)  that have been  designated in accordance  with
                       Section 7.1.1 hereof.
            7.1.3      Communications  between the Parties of a routine  nature,
                       when time is not of the essence,  shall be deemed served,
                       if  delivered  in person  (or by agent of either  Party),
                       sent by facsimile or sent by  first-class  mail,  postage
                       prepaid,  to the  person(s)  who have been  designated in
                       accordance with Section 7.1.1 hereof.
     7.2    Electrical Load Characteristics:
            7.2.1      The Parties shall design,  construct,  operate,  maintain
                       and coordinate their respective  facilities in accordance
                       with generally  accepted utility practices of the Western
                       Systems Coordinating Council.

            7.2.2      Each  Party  shall  use its  best  effort  to  construct,
                       operate and maintain its system facilities so as to avoid
                       the likelihood of a disturbance originating

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                                                          APS Contract No. 48138

                       from its system which might cause  impairment  of service
                       in the system of the other Party.
     7.3    Uncontrollable  Force:  Neither  Party  to this  Agreement  shall be
            considered  to be in default in the  performance  of any  obligation
            hereunder  if failure to perform  shall be due to an  Uncontrollable
            Force. The Parties shall not, however,  be relieved of liability for
            failure of  performance if such failure is due to causes arising out
            of removable or remediable causes which it fails to remove or remedy
            with reasonable  dispatch.  Any Party rendered unable to fulfill any
            obligation by reason of an  Uncontrollable  Force shall exercise due
            diligence to remove such  inability  with all  reasonable  dispatch.
            Nothing contained herein,  however,  shall be construed to require a
            Party to prevent or settle a strike against its will.
     7.4    Indemnity:
            7.4.1      Neither Party ("First Party") shall be liable, whether in
                       warranty,  tort, or strict liability,  to the other Party
                       ("Second  Party")  for any injury or death to any person,
                       or for any loss or damage to any  property,  caused by or
                       arising  out of any  electric  disturbance  of the  First
                       Party's  electric  system,  whether or not such  electric
                       disturbance resulted from the First Party's negligent act
                       or omission.  Each Second Party  releases the First Party
                       from,  and shall  indemnify  and hold  harmless the First
                       Party 

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                                                          APS Contract No. 48138

                       from,  any such  liability.  As used in this Section , i)
                       the term "Party" means, in addition to such Party itself,
                       its agents, directors,  officers, and employees; ii) term
                       "damage"  means  all  damage,   including   consequential
                       damage;  and iii) the term  "persons"  means any  person,
                       including  those not connected  with either Party to this
                       Agreement.

            7.4.2      The  provisions of this Section shall not be construed so
                       as to relieve  any insurer of its  obligation  to pay any
                       insurance  proceeds  in  accordance  with the  terms  and
                       conditions of any valid insurance policy of either Party.
     7.5    Waiver:   The  failure  of  either   Party  to  insist  upon  strict
            performance  of any of  the  provisions  of  this  Agreement  or the
            payment or  acceptance of payment by either Party for all or part of
            the obligations under this Agreement shall not be deemed a waiver of
            any right or remedy otherwise available to either Party with respect
            to the future performance of such provisions.
     7.6    Billing and Payment:
            7.6.1      APS shall render invoices to PacifiCorp for  Transmission
                       Service  on or before  the  fifteenth  (15th) day of each
                       calendar   month  for  services   furnished   during  the
                       preceding billing period.
            7.6.2      PacifiCorp  shall  pay APS on or  before  the  Due  Date.
                       PacifiCorp  shall  mail the  payment  to APS'  designated

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                                                          APS Contract No. 48138

                       office.  PacifiCorp  may also pay invoices by  electronic
                       transfer if agreed to by the Parties.  Amounts  which are
                       not  received by APS on or before the Due Date shall bear
                       Interest.
            7.6.3      In the event any  portion  of any  invoice  is  disputed,
                       PacifiCorp  shall pay the disputed  amount under  protest
                       when due.  If the  protested  portion  of the  payment is
                       found to be incorrect, APS shall refund to PacifiCorp any
                       payment  due,   including  Interest  from  the  date  APS
                       receives  payment to the date the refund  check is mailed
                       by APS.
     7.7    Unilateral  Action:  Nothing  contained in this  Agreement  shall be
            construed  as  affecting  in any way,  the right of either  Party to
            unilaterally make application to the FERC for a change, with respect
            to  the   service  it  is   rendering   to  the  other   Party,   in
            classification,  or service,  or any provision,  term,  rule,  rate,
            regulation,  condition or contract relating  thereto,  under Section
            205 of the Federal Power Act or any  successor  statute and pursuant
            to the FERC's rules and regulations promulgated  thereunder;  or the
            right of  PacifiCorp  to request  modifications  with respect to the
            services rendered  hereunder by APS under Section 206 of the Federal
            Power  Act  and  pursuant  to  the  FERC's  rules  and   regulations
            promulgated thereunder.

     7.8    Assignment:

            7.8.1     Neither Party shall assign this Agreement without the

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                                                          APS Contract No. 48138

                      prior  written  consent of the other Party,  which consent
                      may not be unreasonably withheld. The restrictions of this
                      Section shall not apply:
                      7.8.1.1     to any  corporation  into  which or with which
                                  the Party making the  assignment  is merged or
                                  consolidated  or to which the Party  transfers
                                  substantially all of its assets;
                      7.8.1.2     to any person or entity wholly owning,  wholly
                                  owned by, or wholly  owned in common  with the
                                  Party making the assignment.
            7.8.2     Subject to the  foregoing  restrictions  in this Section ,
                      this Agreement shall be binding upon, inure to the benefit
                      of and be enforceable by the Parties and their  respective
                      successors and assigns.
     7.9    Regulatory Fees:
            7.9.1     Any regulatory  filing fees related to any changes to this
                      Agreement,  or  relative  to either  Party's  decision  to
                      modify  or to  terminate  this  Agreement,  shall  be  the
                      responsibility  of the Party initiating said action unless
                      otherwise mutually agreed.
            7.9.2     The  responsibility for any regulatory fees,  charges,  or
                      assessments   associated  with   Reciprocal   Transmission
                      Service under this  Agreement,  other than those described
                      in  Section  hereof,  shall  be  equally  shared  by  both
                      Parties.

            7.9.3     The  responsibility for any regulatory fees,  charges,

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                                                          APS Contract No. 48138

                      or assessments  associated with Transmission Service under
                      this  Agreement,  other  than those  described  in Section
                      hereof,  shall be the  responsibility of PacifiCorp to the
                      extent that such  charges or  assessments  are not already
                      recovered in APS' charges to PacifiCorp  for  Transmission
                      Services.
     7.10   Third Party Beneficiaries:  This Agreement shall not be construed to
            create  rights  in, or to grant  remedies  to any  third  Party as a
            beneficiary  of  this  Agreement  or of  any  duty,  obligation,  or
            undertaking established herein.
     7.11   Applicable Law: This Agreement shall be construed and interpreted in
            accordance with Arizona law.
     7.12   Nondedication of Facilities: The performance of the Parties pursuant
            to  this  Agreement  shall  not  constitute  the  dedication  of the
            electric  system or any portion thereof of either Party to the other
            Party or to a third party,  and it is understood and agreed that any
            right, interest,  obligation or duty hereunder by either Party shall
            cease upon the termination of this Agreement.
     7.13   Interruptions:
            7.13.1     The   Parties   shall  use  due   diligence   to  furnish
                       uninterrupted    Transmission   Service   or   Reciprocal
                       Transmission  Service but do not guarantee  uninterrupted
                       transmission of a Party's capacity and energy.

            7.13.2     The  Parties  shall not be liable for any claim of

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                                                          APS Contract No. 48138


                       damage  attributable to any  interruption or reduction of
                       Transmission  Service or Reciprocal  Transmission Service
                       due to (i) an  Uncontrollable  Force  as  defined  in the
                       Agreement;  (ii) any  operating  decisions,  which in the
                       operating   Party's  sole   judgement  are  necessary  to
                       maintain reliable service or to protect its generation or
                       transmission  facilities  or to ensure  the safety of its
                       employees or contractors,  and (iii) necessary or routine
                       maintenance,  repairs,  replacements, or installations of
                       equipment,   or  the   investigation  and  inspection  of
                       equipment.  To the extent practicable,  the Parties shall
                       provide  reasonable  advance  notice to each other of any
                       scheduled interruptions,  reductions or other impairments
                       of  Transmission   Service  or  Reciprocal   Transmission
                       Service.
            7.13.3     In the  event it is  necessary  to  curtail  Transmission
                       Service or Reciprocal Transmission Service because in the
                       discretion  of the  Party  providing  such  service,  the
                       transmission  system  over  which  such  service is being
                       provided is in jeopardy, APS and PacifiCorp shall curtail
                       their respective transactions in the following order: (i)
                       non-firm  transactions  that would mitigate such jeopardy
                       shall be reduced  proportionately and (ii) firm schedules
                       shall be  reduced  proportionately  with all  other  firm
                       
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                                                          APS Contract No. 48138

                       transactions  on the  affected  transmission  system to a
                       level  necessary  to  remove  such  jeopardy;   provided,
                       however,   the  Parties  in  order  to  maintain   system
                       integrity,  may utilize curtailment  provisions which may
                       vary from this  principle in  accordance  with  generally
                       accepted utility practices.
            7.13.4     The  Parties  shall  endeavor  to  restore   Transmission
                       Service  or  Reciprocal  Transmission  Service as soon as
                       practicable after an interruption.


                                       -17-

<PAGE>
                                                          APS Contract No. 48138


8.   SIGNATURE:
     ---------
     IN WITNESS  WHEREOF,  the Parties have caused this Agreement to be executed
     by their duly authorized  officers or  representatives as of the 2nd day of
     March, 1994.

                                         ARIZONA PUBLIC SERVICE COMPANY


                                         Signature: Jack E. Davis
                                         -------------------------
                                         Name:   Jack E. Davis
                                         -------------------------
                                         Title:  Vice President
                                         -------------------------



                                         PACIFICORP


                                         Signature: Dennis P. Steinberg
                                         -----------------------------------
                                         Name:  Dennis P. Steinberg
                                         -----------------------------------
                                         Title:  Vice President
                                         -----------------------------------



                                        -18-

<PAGE>
                                                          APS Contract No. 48138

                    RECIPROCAL TRANSMISSION SERVICE AGREEMENT
                                     BETWEEN
                         ARIZONA PUBLIC SERVICE COMPANY
                                       AND
                                   PACIFICORP


                                    EXHIBIT A
                                    ---------


                         Rates for Transmission Service
                         ------------------------------


 1.  Transmission Charge: $1.52/kW per month times the Transmission Demand.

 2.  Tax Charge: A Tax Charge of 0% shall be applied to the Transmission Charges
     in Section 1 above,  subject  to the terms of Section 3 hereof.  The 0% Tax
     Charge  is to cover  the  "Arizona  Transaction  Privilege  (Sales)  Tax or
     similar tax(es).

 3.  SALES TAX:

     3.1    The Parties  believe that the  Transmission  Service being  provided
            hereunder is not subject to  transaction  privilege tax (sales tax),
            excise tax or any similar tax ("Taxes").  If, and in the event that,
            the Arizona State Department of Revenue, Arizona cities or towns, or
            other governmental units ("Taxing Entity") issue(s) an assessment or
            notice of intent to assess for such Taxes, whether  prospectively or
            retroactively,  and any associated interest or penalties,  APS shall
            notify PacifiCorp of such Taxes.

     3.2    APS shall pay the Taxing Entity the required  retroactive  Taxes and
            APS shall notify PacifiCorp of such payment.  The notification shall
            include a proof of payment  satisfactory  to PacifiCorp.  PacifiCorp
            agrees to reimburse APS for the full amount of the retroactive Taxes
            and any associated interest or penalties paid by APS, within fifteen
            (15) days of such notification.

     3.3    PacifiCorp  shall have the right,  upon  notification and at its own
            expense,  to  participate  with APS in any  appeal or  protest of an
            assessment of Taxes.

     3.4    APS shall  have the right to  include  Taxes in any  future  invoice
            rendered to PacifiCorp  after the date of notification  specified in
            Section  3.1 hereof and prior to the date of a final  determination,
            if any, that such Taxes are not due.

     3.5    If any Taxes and  associated  interest and penalties paid by APS and
            for which APS was  reimbursed by PacifiCorp  pursuant 

                                      A-1
<PAGE>
                                                          APS Contract No. 48138

            to Section 3.2 hereof, are refunded, or credited, by a Taxing Entity
            to APS, APS shall notify  PacifiCorp  of the receipt of such refund,
            or credit,  within fifteen (15) days and APS shall  promptly  refund
            the amount of such refund,  or credit,  including  any interest paid
            thereon.

     3.6    Each Party to any  proceeding  pursuant to this Section 3 shall bear
            its own cost and expense,  including  attorneys  fees, in connection
            therewith.











Revision No.        Original
            ----------------------------

Effective Date:
              --------------------------



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