BONNEVILLE PACIFIC CORPORATION
         1999
         EXECUTIVE OFFICERS
         STOCK OPTION PLAN
 
 
         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 the
current Executive Officers 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
January 7, 1999.  This Plan will remain in effect until it is
terminated by the Committee or until 12:00 midnight, January 6,
2009, 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 the current Executive Officers 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 Clark M. Mower,
Steven H. Stepanek and/or Todd L. Witwer.


2.1.7.  "Exchange Act" shall mean the Securities Exchange
Act of 1934, as amended from time to time.
2.1.8.   "Executive Officers"  shall mean Clark M. Mower,
Steven H. Stepanek and Todd L. Witwer.

2.1.9.  "Grant Agreement" shall mean the agreement
between the Company and the Executive Officers of the Company that
grants such Executive Officers Options pursuant to this Plan.

2.1.10.  "Grant Date" shall mean January 7, 1999.

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

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 $5.00 per share, the
closing price of the Company's common stock on January 7, 1999 as
reported by the OTC Electronic Bulletin Board.

2.1.14.  "Option Shares" or "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 1999 Executive Officers
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 form of Grant 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 240,000 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 Executive Officers of the Company as of
January 7, 1999, which are the following: Clark M. Mower, Steven H.
Stepanek and Todd L. Witwer.

5.2.  Grant of Option.  The Company hereby grants, pursuant to
this Plan, each of the Participants, an Option to purchase the
following number of shares of the Company's Common Stock:     (a)
Clark M. Mower-100,000 Shares; (b) Steven H. Stepanek-  75,000
Shares; and (c) Todd L. Witwer -  65,000 Shares

5.3.        Vesting of Options. The Options granted pursuant
to the Plan shall vest in five equal installments ("Vesting
Periods"), each of which shall entitle the Participant to purchase
twenty percent (20%) of the total Option Stock related to such
Option.  Subject to the applicable terms of Section 5.6 hereof, the
Options granted under this Plan shall vest as follows:

                                                     
Clark M. Mower
Vesting Date             Number of Option Shares

January 7, 1999                20,000
January 1, 2000                20,000
January 1, 2001                20,000
January 1, 2002                20,000
January 1, 2003                20,000
Total                         100,000


Steven H. Stepanek  
Vesting Date             Number of Option Shares

January 7, 1999                15,000
January 1, 2000                15,000
January 1, 2001                15,000
January 1, 2002                15,000
January 1, 2003                15,000
Total                          75,000


Todd L. Witwer  
Vesting Date             Number of Option Shares

January 7, 1999                13,000
January 1, 2000                13,000
January 1, 2001                13,000
January 1, 2002                13,000
January 1, 2003                13,000
Total                          65,000

5.4      Accelerated Vesting for Change of Control.   In the event
there is a "Change of Control Event" as described in this Plan, the
Options shall vest immediately.  For purposes of this Plan, a
"change in control" will be deemed to have occurred on the first to
occur of any of the following events:

(a) As a result of a cash tender offer, stock exchange
offer or other takeover device, any person, as that
term is used in Section 13(d) and 14(b)(2) of the
Securities Exchange Act of 1934, is or becomes a
beneficial owner, directly or indirectly, of stock of
Employer representing thirty percent (30%) or more of
the total voting power of Employer's then outstanding
securities;

(b) Any material realignment of the Board of Directors
of Employer or change in officers of Employer
resulting from a concerted shareholder action,
including without limitation a proxy fight, voting
trusts or pooling arrangements;

(c) Any merger, consolidation or other reorganization of
Employer with any entity, other than its affiliates,
whereby Employer is not the surviving entity or the
shareholders of Employer otherwise fail to retain
substantially the same direct or indirect ownership in
Employer or its affiliates immediately after any such
merger, consolidation or reorganization;

(d) The sale of all or substantially all of the assets
of the Company, including all or substantially all of
the company's interest in either the assets or the
stock of either of the Company's two subsidiaries,
Bonneville Nevada Corporation (BNC) with its interest
in the Nevada Cogeneration Project (NCA#1), or
Bonneville Fuels Corporation (BFC).

5.5.  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.

5.6.    Option Period and Exercisability.  Each Option shall
become exercisable by the Participant beginning on the date of
vesting and must be exercised, if at all, by 12:00 midnight,
January 6, 2009.  In order for an installment of an Option granted
under this Plan to vest as provided in Section 5.3 hereof, the
Participant must be an employee of the Company, or of a subsidiary
of the Company, on the Vesting Date.   All Option installments
which do not vest pursuant to paragraph 5.3 hereof, shall
immediately expire. Notwithstanding anything else contained herein
to the contrary, in the event of the death of a Participant, the
Option Shares which would have vested on the next Vesting Date,
shall vest on the date of the death of such Participant if such
Participant was an employee of the Company or of a subsidiary of
the Company on the date of his death.

5.7.  Procedure to Exercise Option.  Any vested 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.   Subject to the requirements of Regulation T (as in effect
from time to time) promulgated under the Securities Exchange Act of
1934, as amended, the Board of Directors may implement procedures
to allow a broker chosen by a Participant to make payment of all or
any portion of the option price payable upon the exercise of an
Option and receive, on behalf of such Optionee, all or any portion
of the shares of the Common Stock issuable upon such exercise.


         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.  Restriction on Transfer.  An Option granted under the
Plan is not transferable by the Participant otherwise than by
testamentary will or the laws of descent and distribution and,
during the Participant's lifetime, may be exercised only by the
Participant or the Participant's guardian or legal representative.
 Except as permitted by the preceding sentence, neither this Option
nor any of the rights and privileges conferred thereby shall be
transferred, assigned, pledged, or hypothecated in any way (whether
by operation of law or otherwise), and no such option, right, or
privilege shall be subject to execution, attachment, or similar
process.  Upon any attempt to transfer this Option, or of any right
or privilege conferred thereby, contrary to the provisions hereof,
or upon the levy of any attachment or similar process upon such
option, right, or privilege, this Option and any such rights and
privileges shall immediately become null and void.

7.2.     Registration of Option Shares.  The Option Shares have
not been registered with the Securities and Exchange Commission.
 The Common Stock issuable upon the exercise of an Option 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. The Company shall use its
best efforts to register the shares underlying the options on Form
S-8 and keep such Registration in effect with the Securities and
Exchange Commission as soon as practical.

         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 January 7, 1999 by the Board of
Directors of the Company.