ARTICLE 1 -  PURPOSES, EFFECTIVENESS AND TYPE OF PLAN

1.1.  Purposes.  The purposes of this Plan are to promote the
success of the Company and advance the interests of the Company and
its shareholders by providing an additional means through the grant
of stock options to attract, motivate, retain and reward non-
employee directors of the Company with incentives for high levels
of individual performance and improved financial performance of the
Company.

1.2.  Effectiveness.  This Plan shall be effective as of
November 2, 1998.  This Plan will remain in effect until it is
terminated by the Committee or until November 2, 2008, whichever
occurs first.

1.3.  Type of Plan.  This Plan is a non-statutory or non-
qualified stock option plan pursuant to which Options may be
granted to non-employee  directors of the Company.  This Plan is
intended to meet the requirements of Rule 16b-3 of the Exchange
Act.

         ARTICLE 2 -  DEFINITIONS

2.1.  Definitions.  Unless the context requires otherwise, the
following defined terms will govern the construction of this Plan
and of any stock option agreements entered into pursuant to this
Plan:

2.1.1.  "Board" shall mean the Board of Directors of the
Company.

2.1.2.  "Commission" shall mean the Securities and
Exchange Commission.

2.1.3.  "Committee" shall mean the Compensation Committee
of the Board.  The Committee shall administer the Plan.

2.1.4.  "Common Stock" shall mean the Common Stock of the
Company and such other securities or property as may become subject
to Options, pursuant to an adjustment made under Section 4.3 of
this Plan.

2.1.5.  "Company" shall mean Bonneville Pacific
Corporation

2.1.6.  "Eligible Participant" shall mean non-employee
directors of the Company as of November 2, 1998..

2.1.7.  "Exchange Act" shall mean the Securities Exchange
Act of 1934, as amended from time to time.

2.1.8.  "Grant Agreement" shall mean the agreement
between the Company and the Non-Employee Director of the Company
that grants such Non-Employee Director Option pursuant to this
Plan.

2.1.9.  "Grant Date" shall mean the date upon which the
Option is granted.


2.1.10.  "Option" shall mean an option to purchase Common
Stock under this Plan.

2.1.11.  "Option Agreement" shall mean any writing
setting forth the terms of an Option that has been authorized by
the Committee.

2.1.12.  "Option Period" shall mean the period beginning
on the Grant Date and ending ten years thereafter, unless the Grant
Agreement provides for a different Option Period.

2.1.13.  "Option Price" shall mean $9.44 per share.

2.1.14.  "Option Stock" shall mean Common Stock issued or
issuable by the Company pursuant to the valid exercise of an
Option.

2.1.15.  "Participant" shall mean a person who has been
granted an Option under this Plan.

2.1.16.  "Plan" shall mean this 1998 Non-Employee
Director's Stock Option Plan.

2.1.17  "Securities Act" shall mean the Securities Act of
1933, as amended from time to time.

         ARTICLE 3 - ADMINISTRATION

3.1.  Committee.  This Plan shall be administered by the
Committee.  All actions of the Committee with respect to the
administration of this Plan shall be taken pursuant to a majority
vote or by the unanimous written consent of its members.  If the
Board, in its discretion, does not appoint such a Committee, the
Board itself shall administer this Plan and take such actions as
the Committee is authorized to take hereunder.

3.2.  Plan Options; Interpretation; Powers of Committee.
Subject to the express provisions of this Plan, the Committee shall
have the authority:

(a)  to approve the forms of Option Agreements;

(b)  to construe and interpret this Plan and any
agreements defining the rights and obligations of the Company
and Participants under this Plan, further define the terms
used in this Plan, and prescribe, amend and rescind rules and
regulations relating to the administration of this Plan; and

(c)  to make all other determinations and take such other
action as contemplated by this Plan or as may be necessary or
advisable for the administration of this Plan and the
effectuation of its purposes.

3.3.  Binding Determinations.  Any action taken by, or
inaction of, the Company, the Board or the Committee relating or
pursuant to this Plan shall be within the absolute discretion of
that entity or body and shall be conclusive and binding upon all
persons.  No member of the Board or the Committee or officer of the
Company or any Subsidiary, shall be liable for any such action or
inaction of the entity or body, of another person or, except in
circumstances involving bad faith, of himself or herself.  Subject
only to compliance with the express provisions hereof, the Board
and the Committee may act in their absolute discretion in matters
within their authority related to this Plan.

3.4.  Reliance on Experts.  In making any determination or in
taking or not taking any action under this Plan, the Committee may
obtain and may rely upon the advice of experts, including
professional advisors to the Company.  No director, officer or
agent of the Company shall be liable for any such action or
determination taken or made or omitted in good faith.

3.5.  Delegation.  The Committee may delegate ministerial,
non-discretionary functions to individuals who are officers or
employees of the Company.

         ARTICLE 4 - SHARES AVAILABLE FOR OPTIONS

4.1.  Shares Available for Options.  The capital stock that
may be delivered under this Plan shall be shares of the Company's
authorized but unissued Common Stock and any shares of its Common
Stock held as treasury shares.

4.2.  Number of Shares.  The maximum number of shares of
Common Stock of the Company that may be issued pursuant to Options
granted to Participants under this Plan is 45,000 shares, subject
to adjustments contemplated by Section 4.3.

4.3.  Adjustments.  If there shall occur any extraordinary
dividend or other extraordinary distribution in respect of the
Common Stock (whether in the form of cash, Common Stock, other
securities or other property) or any recapitalization, stock split,
reorganization, merger, combination, consolidation, split-up, spin-
off, combination, repurchase or exchange of Common Stock or other
securities of the Company, or if there shall occur any other like
corporate transaction or event with respect to the Common Stock,
then the Committee shall, in such manner and to such extent (if
any) as it deems appropriate and equitable:  (1) proportionately
adjust any or all of (a) the number and type of Common Stock which
thereafter may be made the subject of Options (including the
specific maximum number of shares set forth elsewhere in this
Plan), (b) the amount of Common Stock subject to any or all
outstanding Options, (c) the grant, purchase or exercise price of
any or all outstanding Options, and (d) the Common Stock issuable
upon exercise of any or all outstanding Options; or (2) in the case
of an extraordinary dividend or other distribution, merger,
reorganization, consolidation, combination, sale of assets, split-
up, exchange or spin-off, make provision for a cash payment or for
the substitution or exchange of any or all outstanding Common Stock
deliverable to the holder of any or all outstanding Options based
upon the distribution or consideration payable to holders of the
Common Stock or other securities of the Company upon or with
respect to such event.

         ARTICLE 5 - GRANT PROVISIONS

5.1.  Participation.  Options under this Plan shall be made
only to persons who are non-employee directors of the Company as of
November 2, 1998.

5.2.  Grant of Option.  Each person who was a non-employee
Director of the Company as of November 2, 1998 is hereby granted
 an option to purchase 7,500 shares of the Company's Common Stock
at the price of $9.44 per share (adjusted for a November 3, 1998 1-
for-4 reverse split).


5.3.  Payment of Option Price.  The Option Price will be
payable to the Company in United States Dollars in cash or by
check, or such other legal consideration as may be approved by the
Committee, in its discretion.  For example, the Committee, in its
discretion, may permit a particular Optionee to pay all or a
portion of the Option Price, and/or the tax withholding liability
set forth in Section 6.1 below, with respect to the exercise of an
Option either by surrendering shares of Common Stock already owned
by such Optionee or by withholding shares of Option Stock, provided
that the Committee determines that the fair market value of such
surrendered Common Stock or withheld Option Stock is equal to the
corresponding portion of such Option Price and/or tax withholding
liability, as the case may be, to be paid for therewith.

5.4.    Option Period and Exercisability.  Each Option granted
under this Plan and all rights or obligations thereunder shall
commence on the Grant Date and expire at the earlier of ten (10)
years thereafter.

5.5.  Procedure to Exercise Option.  Any exercisable Option
shall be deemed to be exercised when the Secretary of the Company
receives written notice of such exercise from the Participant
specifying the number of full shares of Common Stock to be
purchased and (i) accompanied by full payment of the option price
thereof and the amount of applicable withholding taxes, or (ii) in
the event that the Committee elects in accordance with Section 6.1
of this Plan to withhold a portion of the Common Stock, upon
determination by the Committee that written notice is accompanied
by sufficient payment of the option price to permit exercise of the
Option.


         ARTICLE 6 - TAX WITHHOLDING

6.1.  Tax Withholding.  Upon any exercise of any Option, the
Company shall have the right at its option to (i) require the
Participant to pay or provide for payment of the amount of any
taxes which the Company may be required to withhold with respect to
such transaction.  In any case where a tax is required to be
withheld in connection with the delivery of Common Stock under this
Plan, the Committee may grant (either at the time the Option is
granted or thereafter) to the Participant the right to elect,
pursuant to such rules and subject to such conditions as the
Committee may establish, to have the Company reduce the number of
shares to be delivered by (or otherwise reacquire) the appropriate
number of shares valued at their then fair market value, to satisfy
such withholding obligation.

6.2.  Tax Loans.  The Committee may, in its discretion,
authorize a loan to a Participant in the amount of any taxes which
the Company may be required to withhold with respect to Common
Stock received by the Participant.  Such a loan shall be for a
term, at a rate of interest and pursuant to such other terms and
conditions as the Committee, under applicable law, may establish.

         ARTICLE 7 - TRANSFER RESTRICTIONS

7.1.  Limited Transferability of Shares.  Each Participant is
required to understand that the Common Stock has not been
registered under the Securities Act, and that such Common Stock may
not be freely transferable and must be held indefinitely unless
such Common Stock is either registered under the Securities Act or
an exemption from registration is available.  Each Participant is
required to understand that the Company is under no obligation to
register the Common Stock.  Upon exercise of any Option, the
Participant must agree to purchase the Common Stock for his or her
own account and not with a view to distribution within the meaning
of the Securities Act.

         ARTICLE 8 - MISCELLANEOUS.

8.1.  Choice of Law.  This Plan, all Options, all Option
Agreements and all other related documents shall be governed by,
and construed in accordance with, the laws of the State of Delaware

8.2.  Compliance with Laws.  This Plan, the granting and
vesting of Options under this Plan and the issuance and delivery of
Common Stock under this Plan or under Options granted hereunder are
subject to compliance with all applicable federal and state laws,
rules and regulations (including, but not limited to, state and
federal securities laws and federal margin requirements) and to
such approvals by any listing, regulatory or governmental authority
as may, in the opinion of counsel for the Company, be necessary or
advisable in connection therewith.  Any securities delivered under
this Plan shall be subject to such restrictions, and the person
acquiring such securities shall, if requested by the Company,
provide such assurances and representations to the Company as the
Company may deem necessary or desirable to assure compliance with
all applicable legal requirements.

8.3.  Severability.  In the event that any provision of this
Plan shall be held by a court of competent jurisdiction to be
invalid and unenforceable, the remaining provisions of this Plan
shall continue in full force and effect.

8.4.  Captions.   Captions and headings are given to the
sections and subsections of this Plan solely as a convenience to
facilitate reference.  Such headings shall not be deemed in any way
material or relevant to the construction or interpretation of this
Plan or any provision thereof.

8.5.  Non-Exclusivity of Plan.  Nothing in this Plan shall
limit or be deemed to limit the authority of the Board or the
Committee to grant options or authorize any other compensation,
with or without reference to the Common Stock, under any other plan
or authority.

This Plan was adopted November 2, 1998 by the Board of
Directors of the Company.