Exhibit 10.1


July 28, 1995


Jaron Norberg
400 N. 5th Street
Phoenix, AZ  85004

Dear Jaron,

During your years of employment, you have developed an intimate knowledge of the
Company and its operations which, together with your skills and experience,  has
proven  to  be   invaluable.   We  recognize   that  there  are  other  business
opportunities  available to you and that your departure  would be detrimental to
the Company.

Therefore,  the  Company  agrees  to  provide  you,  in  consideration  for your
continued employment,  deferred compensation in excess of that which is provided
for  under  the  Supplemental  Excess  Benefit  Retirement  Plan  (SEBRP).   The
additional  deferred  compensation  is equal to the amount  which you would have
been  entitled  under  the  terms of the SEBRP  with four  additional  "years of
service".

Except as otherwise provided below, the deferred compensation payable under this
agreement  shall be paid  over the same  period  and in the same  form and shall
commence on the same date as the benefit actually payable to you under the SEBRP
as a result of your  status as an  officer  of the  Company.  The  Company  will
withhold all  required  federal and state taxes from such  payments.  You should
also be aware  that you will  incur  additional  FICA  costs as a result of this
increase in benefits.  The deferred  compensation  payable to you as a result of
this letter will be payable from the Company's general assets.

While you are  an "at-will" employee  this additional  deferred  compensation is
subject to  revocation in the event your  employment is terminated  for "cause".
For "cause" to be  determined  in the sole and  absolute  discretion  of the APS
Board of Directors.

With the assurances  provided by this letter,  we trust that we can look forward
to your continuing efforts on behalf of the Company.

Very truly yours,

William J. Post

William J. Post
Chief Operating Officer and Senior Vice President