Employment Agreement                       January 1, 1999


         THIS AGREEMENT is made and shall be effective as of the
1st day of July, 1997 by and between BONNEVILLE FUELS
CORPORATION, a Colorado corporation (the "Employer") and
STEVEN H. STEPANEK, an individual and resident of the State
of Utah (the "Employee").

RECITALS:

         A.       The Employer is engaged in the business of
exploration for and production of oil and gas reserves,
marketing of natural gas, and gathering of natural gas.
         B.       The Employee has, for some time, served as the
President of the Employer, and on its Board of Directors.
         C.       The Employer desires to employ the Employee to
serve as the President of the Employer, and on the
Employer's Board of Directors, and the Employee is willing
to serve the Employer in those capacities.
         D.       The Employer and the Employee have agreed to enter
into this Agreement in order to set forth the terms and
conditions upon which the Employee will serve as the
President of the Employer, and on the Employer's Board of
Directors.

AGREEMENT:

     NOW,  THEREFORE,  in consideration of the foregoing Recitals and the mutual
covenants and promises  contained herein,  together with other good and valuable
consideration,  the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:  1. Employment.  Bonneville Fuels  Corporation  hereby
employs  the  Employee  and the  Employee  hereby  accepts  employment  with the
Employer as the President of Bonneville Fuels  Corporation and its subsidiaries,
and as a member of the Board of Directors of Bonneville Fuels Corporation.


     2. Term. (a) The term of this  Agreement  shall commence as of July 1, 1997
and, subject to the provisions for termination set forth in paragraph 13 hereof,
shall continue until June 30, 2000, and shall be adjusted to a remaining term of
24  months  upon the  effective  date of the  confirmed  plan in the  Bonneville
Pacific  Corporation  ("BPC")  Chapter 11 Bankruptcy Case Number 91-27701 in the
United  States  Bankruptcy  Court  for the  District  of Utah.  The term of this
Agreement may be extended or renewed by mutual agreement of the parties.  (b) It
is specifically agreed that,  notwithstanding any provision of this Agreement to
the contrary,  the obligations  imposed upon the Employee by paragraph 16 hereof
shall  survive  the  termination  or  expiration  of  this  Agreement,   or  the
termination of the Employee's employment with the Employer, whether voluntary or
otherwise.  (c) It is specifically agreed that  notwithstanding any provision of
this  Agreement to the contrary,  the  obligations  imposed upon the Employer by
paragraphs 5 and 14 hereof shall survive the  termination  or expiration of this
Agreement,  or the  termination of the Employee's  employment with the Employer,
whether voluntary or otherwise. 

     3. Compensation.  For all services as President of the Employer, and on its
Board of Directors  which are rendered by the Employee to the Employer  pursuant
to this  Agreement,  the Employer  shall pay to the Employee an annual salary of
$130,000 payable in accordance with the normal salary practices of the Employer.
The annual  salary of the Employee  may be increased  and an annual bonus may be
paid, at the  discretion  of the Board of Directors of the  Employer,  or by the
action of an  appropriate  Committee of the Board of Directors.  

     4. Duties. The Employee shall have such duties and  responsibilities are as
normally   associated   with  his   position,   together  with  the  duties  and
responsibilities  of a Director of Bonneville  Fuels  Corporation,  and together
with such specific  duties as shall be determined from time to time by the Board
of Directors of the  Employer.  

     5. Indemnification.  (a) Indemnification.  The Employer shall indemnify the
employee if: (i) The Employee  was or is a party or is  threatened  to be made a
party to any  threatened,  pending  or  completed  action,  suit or  proceeding,
whether civil,  criminal,  administrative or investigative (other than an action
by or in the right of the Employer) by reason of the fact that said person is or
was an  employee  of the  Employer,  or is or was  serving at the request of the
Employer  as a  director,  officer,  employee  or agent  of this and or  another
employer,  partnership,  joint  venture,  trust  or  other  enterprise,  against
expenses (including  reasonable attorney's fees),  judgments,  fines and amounts
paid in settlement actually and reasonably incurred by said person in connection
with such action, suit or proceeding if said person acted in good faith and in a
manner said  person  reasonably  believed to be in the normal  course and in the
best  interests  of the  Employer,  and said person did not receive or expect to
receive  monetary  benefit  other  than  provided  by terms  of this  Employment
Agreement and said person acted in accordance with standard industry practice of
similarly sized oil and gas companies. (ii) The Employee was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the  Employer  to procure a judgment  in its favor by
reason of the fact that said person is or was a director,  officer,  employee or
agent of the Employer,  or is or was serving at the request of the Employer as a
director,  officer,  employee or agent of another employer,  partnership,  joint
venture,  trust or other  enterprise,  against  expenses  (including  reasonable
attorney's  fees) actually and reasonably  incurred by said person in connection
with the defense or  settlement  of such action or suit if said person  acted in
good faith and in a manner said person  reasonably  believed to be in the normal
course and in the best interests of the Employer.  However,  no  indemnification
shall be made in respect to any claim,  issue or matter as to which such  person
shall  have been  adjudged  to be liable for  negligence  or  misconduct  in the
performance of said person's duty to the Employer  unless and only to the extent
that the court in which such action or suit was  brought  shall  determine  upon
application  that,  despite the  adjudication  of  liability  but in view of all
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity for such expenses which such court shall deem proper.  The standard of
conduct  as set forth  above  shall be that a  reasonable  man,  i.e.  that of a
fictitious  person  of  ordinary  prudence  under the  circumstances  exercising
reasonable  care,  i.e. that degree of care which a person of ordinary  prudence
would   exercise   in  the  same  or   similar   circumstance.   (b)   Automatic
Indemnification.  To the extent that the  Employee  has been  successful  on the
merits or otherwise in the defense of any action,  suit or proceeding  specified
in Section (a) of this Article,  or in the defense of any claim, issue or matter
therein,   the  Employee  shall  be  indemnified   against  expenses  (including
attorney's  fees)  actually and  reasonably  incurred by Employee in  connection
therewith. (c) Advancements.  Expenses incurred in defending a civil or criminal
action,  suit or  proceeding  will be paid by the  Employer as  incurred  and in
advance of the final  disposition  of such action,  suit or proceeding for which
the  Employer  may  ultimately  be liable  under  Section  (a) of this  Article.
However,  the  Employer  may,  for  good  cause  in  the  event  the  claim  for
indemnification  arises  out  of  an  action,  suit  or  proceeding  based  upon
allegations  of fraud or alleged  criminal  action,  demand that an  undertaking
acceptable  to both  parties be posted by the  Employee  prior to dollars  being
advanced  and as a condition of payment in advance of the final  disposition  of
such action,  suit or proceeding.  If it is ultimately  determined by a court of
law that  the  Employee  is not  entitled  to be  indemnified  by the  Employer,
Employee shall upon terms acceptable to both parties,  repay such amount paid by
the Employer for said expenses. (d) Other  Indemnification.  The indemnification
herein  provided shall not be deemed  exclusive of any other rights to which the
Employee may be entitled under any bylaw,  agreement,  vote of  stockholders  or
disinterested  directors,  or  otherwise,  both as to  action  in said  person's
official  capacity  and as to action in  another  capacity  while  holding  such
office, and shall continue as to a person who has ceased to be an Employee,  and
shall inure to the benefit of the heirs,  executors and  administrators  of such
person.  (e) Insurance.  The Board of Directors may, in its  discretion,  direct
that the Employer purchase and maintain insurance on behalf of any person who is
or was an  employee or  Director  of the  Employer,  or is or was serving at the
request  of the  Employer  as an  employee  or  Director  of  another  employer,
partnership,  joint venture,  trust or other  enterprise,  against any liability
asserted  against  Employee  and incurred by Employee in any such  capacity,  or
arising out of Employee's status as such, whether or not the Employer would have
the power to indemnify  Employee against  liability under the provisions of this
Article.  (f)  Settlement by Employer.  The right of Employee to be  indemnified
shall be subject  always to the right of the Employer by the Board of Directors,
in lieu of such indemnity,  to settle any such claim, action, suit or proceeding
at the expense of the  Employer by the payment of the amount of such  settlement
and the costs and  expenses  incurred  in  connection  therewith.

     6.  Extent  ofServices.  During  the  entire  term of this  Agreement,  the
Employee shall devote substantially his entire time, attention and energy to the
business of the Employer during regular business hours; provided,  however, that
nothing herein shall prevent Employee from entering into business ventures which
do not  interfere  with his duties to the Employer  and any business  venture in
related fields which are not in competition with the Employer,  and any business
venture in related fields which are in competition with the Employer, as long as
such competitive  business  ventures in related fields have been approved by the
Employer,  such  approval  to not be  unreasonably  withheld.  Nothing  in  this
paragraph shall be construed to limit the Employee's  investment in any publicly
traded stock or commonly available  investment  vehicles including bonds, mutual
funds and other similar investments.  

     7.  Expenses.  The Employee is authorized to incur  reasonable  expenses in
promoting the business of the Employer,  including  expenses for  entertainment,
travel,  and  similar  items.  In any  event,  such  expenses  shall not  exceed
$2,000.00  outstanding  at any one  time,  without  the  prior  approval  of the
Chairman of the Board of Directors.  The Employer shall  reimburse  Employee for
all  such  reasonable  expenses  actually  incurred  by the  Employee  upon  the
presentation by the Employee,  from time to time, of an itemized account of such
expenses  sufficient  to enable  the  Employer  to comply  with  applicable  IRS
reporting requirements. 

     8.  Vacations.  The  Employee  shall be  entitled,  during the term of this
Agreement,  to an annual vacation of twenty (20) paid days. The Employee has the
option of being paid for or carrying forward,  up to a maximum of ten (10) days,
any accrued unused  vacation of the preceding  year. 

     9. Employee Benefits.  The Employer shall provide the Employee,  during the
entire term of this Agreement, with the opportunity to participate in any health
and  medical  insurance  plans  provided  by the  Employer  to other  Employees.
Additionally,  during  the  term  hereof,  the  Employee  shall be  entitled  to
participate  in all other benefit  programs which the Employer may establish and
maintain,  from time to time,  for the benefit of its employees  generally.  

     10.  Relocation  Expenses.  In the  event  Employer  requires  Employee  to
relocate out of Salt Lake City, Utah as a condition of continued  employment and
Employee  chooses to continue  such  employment  and  relocate,  Employer  shall
promptly pay Employee the amount of Employee's  actual  moving  expenses up to a
maximum of $15,000.00  upon  presentation  of paid  invoices for moving  expense
incurred and shall also promptly pay to Employee up to $15,000.00 of actual real
estate  commissions  paid by  Employee  with  regard  to the sale of  Employee's
personal  residence upon  presentation of a Seller's Closing  Statement or other
similar documentation from the sale of said personal residence.  

     11.  Disability.If  the Employee is unable to perform the duties called for
by  paragraph  4 hereof by reason of illness,  incapacity  or  disability  for a
period of thirteen (13) consecutive  weeks, the Employer shall have the right to
terminate this Agreement  pursuant to paragraph 13(c) or 13(d) hereof. If during
the sixty (60) day notice period provided in paragraph 13(c) or 13(d),  Employee
regains the ability to resume his duties,  the Employer may, at its  discretion,
reinstate the Employee for the term of this contract. Notwithstanding the above,
in the event that Employee becomes  disabled,  the Employer shall maintain short
term  disability  insurance  coverage that provides,  at a minimum that once the
conditions  of the policy have been met, the Employee will be paid at least Five
Hundred Dollars  ($500.00) per week to the maximum of thirteen (13) weeks.  Said
short term  disability  compensation  shall  begin on the 8th day of  disability
caused by sickness and on the 1st day of disability  caused by any other reason,
except  for a  disability  which  would be  covered  by  workman's  compensation
insurance.  If the  short  term  disability  policy  in place at the time of the
illness has  provisions  which are more  beneficial  to the Employee  than those
outlined  above,  the  policy  in force at the time of the  illness  shall  have
precedence  over the  benefits  as  described  above.  The  Employer  shall also
maintain  long term  disability  coverage  for the  Employee  comparable  to the
coverage  provided as of January 1, 1997 by the Prudential  Insurance Company of
America.  

12. Death During  Employment.  If the Employee dies during the term of this  
Agreement,  the Employer  shall promptly pay to the estate of the Employee
compensation as described  under  paragraph 14(g) hereof.  Such payment shall be
designated as a "Survivor's  Allowance".  

     13. Termination.  (a) The Employer may terminate the Employee's  employment
under this  Agreement,  with good cause,  at any time upon written notice to the
Employee.  "Good  cause" is defined  for the purpose of this  Agreement  as that
which the Employer, in its reasonable discretion,  determines to be a reasonable
business necessity as a consequence of Employee's conduct, acts or omissions. In
no event shall  employees  refusal to deviate from  commonly  accepted  industry
practices  and  procedures  be construed to be good cause.  (b) The Employee may
terminate his employment under this Agreement,  for any reason,  upon sixty (60)
days written notice to the Employer. (c) The Employer,  with Board approval, may
terminate the  Employee's  employment  under this  Agreement at any time without
good cause,  prior to  confirmation  of a plan in the BPC Chapter 11  Bankruptcy
Case,  upon sixty (60) days written notice to the Employee of the effective date
of such  termination.  (d) The Employer may terminate the Employee's  employment
under this Agreement at any time,  without good cause,  after the effective date
of confirmation of a plan in the BPC Chapter 11 Bankruptcy Case, upon sixty (60)
days written notice to the Employee of the effective  date of such  termination.
(e) The  Employee may  terminate  his  employment  upon thirty (30) days written
notice to the Employer in the event Employer requires Employee to locate outside
of Salt Lake City, Utah as a condition of employment and Employee,  for whatever
reason,  declines  to  relocate.  (f)  Non-renewal  of this  Agreement  shall be
considered an event of termination.  

     14.  Compensation  Upon  Termination  or Death.  (a) If the Employer  shall
terminate the Employee's  employment under this Agreement  pursuant to paragraph
13(a)  hereof,  for good cause,  the  Employer  shall be obligated to pay to the
Employee,  in cash  and  upon  the  effective  date of such  termination,  those
portions of the  Employee's  annual  salary  provided  for by paragraph 3 hereof
which have accrued,  but remain unpaid,  up to and including the date upon which
such termination becomes effective,  together with an amount calculated pursuant
to the Employer's  normal policy for any unused  vacation days due the Employee.
The  Employee  shall not be entitled  to any  additional  severance  payments or
benefits  except as set forth  herein  except as may be  provided by Federal and
State  law.  (b) If the  Employee  shall  terminate  his  employment  under this
Agreement pursuant to paragraph 13(b) hereof, the Employer shall be obligated to
pay to the Employee in cash, upon the effective date of such termination,  those
portions of the  Employee's  annual  salary  provided  for by paragraph 3 hereof
which have accrued,  but remain unpaid,  up to and including the date upon which
such termination becomes effective,  together with an amount calculated pursuant
to the Employer's  normal policy for any unused  vacation days due the Employee.
The  Employee  shall not be entitled  to any  additional  severance  payments or
benefits  except as set forth  herein  except as may be  provided by Federal and
State law. (c) If the Employer shall terminate the Employee's  employment  under
this  Agreement  pursuant to  paragraph  13(c)  hereof,  the  Employer  shall be
obligated  to pay to the  Employee  in  cash  upon  the  effective  date of such
termination,  those  portions of the  Employee's  annual salary  provided for by
paragraph 3 hereof which have accrued,  but remain  unpaid,  up to and including
the date upon which such termination  becomes effective  together with an amount
calculated pursuant to the Employer's normal policy for unused vacation days due
the  Employee,  together  with an  additional  amount  equal to the salary  said
Employee would have been entitled to pursuant to paragraph  14(i) hereof had the
employment not been terminated for a period of thirty (30) months  following the
effective  date  of  termination.  (d)  If  the  Employer  shall  terminate  the
Employee's  employment under this Agreement  pursuant to paragraph 13(d) hereof,
the  Employer  shall  be  obligated  to pay to the  Employee,  in cash  upon the
effective date of such  termination,  those  portions of the  Employee's  annual
salary provided for by paragraph 3 hereof which have accrued, but remain unpaid,
up to and  including  the date upon which such  termination  becomes  effective,
together with an amount calculated  pursuant to the Employer's normal policy for
unused vacation days due the Employee,  together with an additional amount equal
to the salary said  Employee  would have been  entitled to pursuant to paragraph
14(i) hereof had the  employment  not been  terminated,  for a period of twenty-
four  (24)  months  following  the  effective  date  of  such  termination.  The
twenty-four (24) month termination benefit shall be reduced by 1 month per month
of service after the date of the first  anniversary of the effective date of the
confirmed plan in the Bonneville Pacific  Corporation Chapter 11 bankruptcy case
down to a minimum termination benefit of twelve (12) months. (e) If the Employer
shall  terminate the  Employee's  employment  under this  Agreement  pursuant to
paragraph 13(e) hereof,  the Employer shall be obligated to pay to the Employee,
in cash upon the  effective  date of such  termination,  those  portions  of the
Employee's  annual salary provided for by paragraph 3 hereof which have accrued,
but remain  unpaid,  up to and  including  the date upon which such  termination
becomes effective, together with an amount calculated pursuant to the Employer's
normal policy for any unused  vacation  days due the Employee,  together with an
additional  amount equal to the salary said Employee would have been entitled to
pursuant to paragraph  14(i) hereof had the employment not been terminated for a
period  of  a  period  twelve  (12)  months  following  the  effective  date  of
termination. (f) If the Employer shall terminate the Employee's employment under
this  Agreement  pursuant to  paragraph  13(f)  hereof,  the  Employer  shall be
obligated  to pay to the  Employee,  in cash  upon  the  effective  date of such
termination,  those  portions of the  Employee's  annual salary  provided for by
paragraph 3 hereof,  which have accrued,  but remain unpaid, up to and including
the date upon which such termination  becomes effective  together with an amount
calculated pursuant to the Employer's normal policy for unused vacation days due
the  Employee,  together  with an  additional  amount  equal to the salary  said
Employee would have been entitled to pursuant to paragraph  14(i) hereof had the
employment not been terminated for a period of twelve (12) months  following the
effective date of  termination.  (g) If the Employee dies during the term of his
employment  under this Agreement  pursuant to paragraph 12 hereof,  the Employer
shall be obligated to pay to the estate of the Employee, in cash within five (5)
working  days of his death,  those  portions  of the  Employee's  annual  salary
provided for by paragraph 3 hereof which have accrued,  but remain unpaid, up to
and including the date upon which such death  occurred,  together with an amount
calculated pursuant to the Employer's normal policy for unused vacation days due
the  Employee,  together  with an  additional  amount  equal to the salary  said
Employee would have been entitled to pursuant to paragraph  14(i) hereof had the
employment not been terminated for a period of twelve (12) months  following the
effective date of  termination.  (h) The sixty (60) days written notice required
pursuant to paragraphs  13(c) and 13(d) and the thirty (30),  twenty-four  (24),
twelve (12),  and twelve (12) months  salary  provided  for in  paragraph  14(c)
through 14(g) above,  calculated from the effective date of  termination,  shall
not be shortened or diminished in any way or in any amount by virtue of the fact
that the  notice  of  termination  occurs  at a point in time when less than the
requisite  number of days and/or the requisite  number of months  remains in the
term of this Agreement. (i) Calculation of the compensation provided pursuant to
this Section 14 will be accomplished by averaging for the last two (2) years the
total annual  compensation  including salary and bonus provided by Section 3 but
not  including any BPC Plan  confirmation  bonus.  

     15.  Covenant  Not to  Compete.During  the entire  period that the Employee
remains employed by the Employer pursuant to this Agreement, up to the effective
date of termination, the Employee shall not engage either directly or indirectly
in any activity or business,  whether as an officer,  director, sole proprietor,
employee,  partner,  majority  shareholder,  consultant or adviser,  which is in
direct  competition  with any  business  engaged in by the  Employer,  except as
otherwise  approved by the Employer.  

     16. Confidentiality. The business plans,marketing plans, development plans,
acquisition  plans,  construction  plans, and financial data (the  "Confidential
Information")  of the Employer  are, and shall remain,  the  valuable,  special,
unique and proprietary assets of the Employer,  access to and knowledge of which
are  essential  to the  performance  by the  Employee  of his duties  under this
Agreement. The Employee shall not, during the term of this Agreement,  except as
is necessary to promote the business of the  Employer,  or after the term of his
employment hereunder disclose the Confidential Information, in whole or in part,
to any person,  firm, employer,  association,  or other entity for any reason or
purpose  whatsoever,  nor  shall  the  Employee  make  use of  the  Confidential
Information  for the  benefit of any  person,  firm,  employer  or other  entity
(except the Employer)  under any  circumstances  during or after the term of his
employment  [unless ordered to do so under appropriate  court order],.  Upon the
termination of this employment  pursuant to this  Agreement,  the Employee shall
promptly return to the Employer any originals and all copies of any Confidential
Information  which are in his  possession.  All  information  shall  cease to be
Confidential Information at such time as it enters the public domain, other than
through the breach by the Employee of his  obligations  under this paragraph 16.

     17.  Default.  Should  default  occur  in  the  performance  of  any of the
obligations  set forth in this  Agreement,  the  non-defaulting  party  shall be
entitled to obtain an  injunction  compelling  the cure of such  default and the
specific  performance  of the  obligations  of this Agreement in addition to any
action for damage or other relief  which may be available to the  non-defaulting
party.  The defaulting  party shall, in addition to any damages which may result
from  said  default,  pay to  the  non-defaulting  party  the  costs,  including
reasonable  attorney's fees, incurred by the non-defaulting party in curing such
default or in enforcing the terms and conditions of this Agreement. If a bond is
required by the Court,  the  parties  agree that a bond in the amount of $500.00
shall  suffice.  The Employee  understands  and agrees that the  Employer  shall
suffer  irreparable  harm in the event  that the  Employee  breaches  any of the
Employee's  obligations  under this Agreement and that monetary damages shall be
inadequate to  compensate  the Employer for such breach.  

     18. Entire Agreement. This Agreement supersedes any prior understandings or
agreements, whether written or oral, between the parties hereto in regard to the
subject matter hereof and contains the entire  agreement  between the parties in
that regard.  This Agreement may not be changed or modified orally,  but only by
an agreement,  in writing,  signed by both of the parties.  

     19. Assignment and Binding Effect. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto, their successors and permitted
assigns.  The term  "Employer" as used in this Agreement  shall mean  Bonneville
Fuels Corporation,  its successor and successors, any surviving corporation into
which it may be merged, or any Employer  resulting from its  consolidation  with
any other  corporation or  corporations,  and the successor or successors of any
such surviving or consolidated  corporation.  This Agreement may not be assigned
by the  Employee.  

     20. Notices Any notice which is required or permitted to be given to either
party to this  Agreement  shall be deemed to have been given only if such notice
is reduced to writing and delivered, by United States mail, with postage prepaid
and return receipt requested, to the appropriate party as set forth below:

                Employer:                          Bonneville Fuels Corporation
                                                   50 West 300 South, Suite 300
                                                   Salt Lake City, Utah  84101
                                                   Attn:  Chairman


                  with a copy to:
                                                  Roger G. Segal,
                                                  Chapter 11 Trustee for
                                                  Bonneville Pacific Corporation
                                                  COHNE, RAPPAPORT  & SEGAL,
P.C.
                                                  525 East 100 South, Suite 500
                                                  Salt Lake City, Utah   84102


               Employee:                          Steven H. Stepanek
                                                  671 Aloha Road
                                                  Salt Lake City, UT  8410

     Either  party may change his address by giving  notice of the change in the
manner set forth  above.  Any notice  given shall be deemed  delivered  upon its
receipt in the United States mail. 

     21. Arbitration of Disputes.  Any  controversy,dispute or claim arising out
of or  relating  to this  Agreement,  or the  breach  thereof,  which  cannot be
resolved  amicably by the parties shall be settled by  arbitration in accordance
with the Rules of the American  Arbitration  Association,  except in cases where
immediate action is required whether or not arbitration has been requested or is
in process,  nothing  herein  shall  prevent any party from  pursuing  equitable
remedies, including interim relief, in any court of competent jurisdiction,  and
except as may be unanimously  otherwise  agreed by the parties.  In the event of
arbitration,  the cost of arbitration,  including all reasonable attorney's fees
and costs,  incurred by the successful  party shall be borne by the unsuccessful
party unless otherwise  ordered by arbitration.  

     22.  Savings  Clause.  Should any part of a provision of this  Agreement be
rendered or declared invalid by reason of any state or federal law, or by decree
of any  court of  competent  jurisdiction,  such  invalidation  of said  part or
provision of this Agreement shall not invalidate the remaining  portions hereof,
and the remaining  parts and provisions of this  Agreement  shall remain in full
force and effect.  

     23. Governing Law. The parties specifically agree that this Agreement shall
be  governed  by and  interpreted  in  accordance  with the laws of the State of
Colorado, without giving effect to the choice of law rules thereof.

     IN WITNESS  WHEREOF,  the parties  hereto  have  executed  this  Employment
Agreement  as of the  date  first  herein  written.  EMPLOYER  BONNEVILLE  FUELS
CORPORATION
 
 
                                           (s):_________________________________
                                               Clark M. Mower
                                               Chairman

                                               EMPLOYEE
 
                                            ____________________________________
                                               STEVEN H. STEPANEK

Approved:


____________________________________
Roger G. Segal, Chapter 11 Trustee for
Bonneville Pacific Corporation