Employment Agreement                         September 11, 1997


                     Employment Agreement 7 January 1, 1999
                              EMPLOYMENT AGREEMENT



         THIS  AGREEMENT  is made and  shall be  effective  as of the 1st day of
January, 1999 by and between BONNEVILLE PACIFIC SERVICES COMPANY, INC., an Idaho
corporation (the  "Employer") and TODD L. WITWER,  an individual and resident of
the State of Utah (the "Employee").

                                    RECITALS:

     A. The  Employer is engaged in the  business of  developing,  constructing,
operating and servicing electrical energy facilities.

     B. The  Employee  has,  for some  time,  served  as the  President  for the
Employer.

     C. The Employer  desires to employ the  Employee to serve as the  President
for the  Employer,  and the  Employee  is willing to serve the  Employer in that
capacity.

     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 for the Employer

                                   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.  The  Employer  hereby  employs  the  Employee  and the
Employee  hereby  accepts  employment  with the  Employer as the  President  for
Bonneville Pacific Services Company, Inc.

         2.       Term.

     (a) The initial  Term  ("Initial  Term") of this  Agreement  shall be for a
period of two (2) years,  commencing January 1, 1999, subject to the termination
provisions  contained  herein.  This  Agreement  shall  automatically  renew for
additional one (1) year Terms ("Extended Terms") unless terminated by either the
Employer or the Employee in accordance with this Agreement.

     (b) It is specifically  agreed that,  notwithstanding any provision of this
Agreement  to the  contrary,  the  obligations  imposed  upon  the  Employee  by
paragraph  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.

     (c) It is specifically  agreed that  notwithstanding  any provision of this
Agreement  to the  contrary,  the  obligations  imposed  upon  the  Employer  by
paragraph 5 and 10 hereof shall survive the  termination 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  which are rendered by
the Employee to the Employer pursuant to this Agreement,  the Employer shall pay
to the Employee an annual salary of $125,008.00  payable in accordance  with the
normal salary  practices of the Employer.  The annual salary of the Employee may
be  increased  and  bonuses  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 as
are normally associated with his position, together with such specific duties as
shall be determined  from time to time by the President or Board of Directors of
the Employer.

         5.  Indemnification.  The  Employer  hereby  agrees  to  indemnify  the
Employee to the maximum extent provided in the currently  existing  Articles and
Bylaws of Bonneville Pacific Corporation (the "Parent Company") in effect at the
time of the execution of this Agreement.

         6. Extent of Services.  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. 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 for the benefit of its employees  generally.  During the entire term of
this  Agreement,  the levels and type of benefits  provided shall be at least at
the level in existence at the time of the execution of this Agreement.

         8. 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 10(e) hereof.  Such payment shall be
designated as a "Survivor's Allowance".

         9.       Termination.

     (a) Termination for Cause.  "Termination  for Cause" shall mean termination
by Employer  of  Employee's  employment  by the  Employer  for reason of willful
unlawful or illegal acts by the Employee  which has resulted in material  injury
to the Employer. The Employer may terminate the Employee's employment under this
Agreement, with good cause, at any time upon written notice to the Employee.

     (b) Termination Without Cause.  "Termination  Without Cause" shall mean any
termination  of  Employee's  employment  by Employer  other than For Cause or by
reason of death. The Employer, with Board approval, may terminate the Employee's
employment under this Agreement at any time, without cause, upon sixty (60) days
written notice to the Employee of the effective date of such termination.

     (c) Voluntary Termination.  "Voluntary  Termination" shall mean termination
by Employee of Employee's employment by Employer other than (i) as a result of a
"Change in  Control" as  described  in Section 11, (ii) as a result of a "Deemed
Termination of Employment" as described in Section 12, or (iii) as the result of
termination  by  reason of  Employee's  death as  described  in  Section  8. The
Employee may terminate his employment under this Agreement,  for any reason upon
sixty (60) days written notice to the Employer.

     (d) Change of Control  or Deemed  Termination.  In the event of a Change of
Control event as defined in Section 11 of this Agreement or a Deemed Termination
as defined in Section 12 of this  Agreement,  the  Employee  may  terminate  his
employment under this Agreement,  for any reason,  upon thirty (30) days written
notice to the Employer..

         10.      Compensation Upon Termination or Death.

     (a) Termination for Cause.  Upon  Termination for Cause, the Employer shall
promptly pay Employee all accrued compensation  (including accrued vacation pay)
and benefits as of the date of  Termination  for Cause and all accrued  expenses
which are unpaid at the date of  Termination  for  Cause.  Any  amounts  paid to
Employee pursuant to this paragraph shall be subject to any applicable  federal,
state and local income tax withholding.

     (b) Termination Without Cause. Upon Termination Without Cause, the Employer
shall promptly pay Employee all accrued compensation (including accrued vacation
pay) and benefits as of the effective date of Termination  Without Cause and all
accrued  expenses which are unpaid at the effective date of Termination  Without
Cause.  Additionally,  the Employer shall pay to the Employee, a lump sum on the
first  regularly  scheduled  payday of the Employer  which follows the effective
date of such  termination,  an amount  equal to two (2) times the average of the
sum of amounts  paid to the  Employee for salary,  bonus,  including  any amount
received  as a Plan  Confirmation  Bonus and profit  sharing for the five fiscal
years immediately preceding the effective date of the Termination Without Cause.
Any amounts paid to Employee  pursuant to this paragraph shall be subject to any
applicable federal, state and local income tax withholding.

     (c)  Deemed  Termination  of  Employment.  In the event  there is a "Deemed
Termination"  of  employment as described in Section 12 of this  Agreement,  the
Employer shall pay to the Employee the same compensation which Employee would be
entitled if the  termination  would have been a Termination  Without Cause under
Section 10(b) above.

     (d) Change of Control. In the event there is a "Change of Control Event" as
described in Section 11 of this  Agreement,  the Employer  shall promptly pay to
the Employee, a lump sum on the first regularly scheduled payday of the Employer
which follows the effective date of such termination, an amount equal to two (2)
times the average of the sum of amounts paid to the Employee for salary,  bonus,
including any amount received as Plan Confirmation Bonus, and profit sharing for
the  five  fiscal  years  immediately   preceding  the  effective  date  of  the
Termination  Without  Cause.  Any  amounts  paid to  Employee  pursuant  to this
paragraph shall be subject to any applicable federal, state and local income tax
withholding.

     (e)  Death.  In the  event  of  Employee's  death  during  the term of this
Agreement, the Employer shall promptly pay to the Employee's beneficiaries,  all
accrued  compensation  (including  accrued  vacation pay) and benefits as of the
date of death and all  accrued  expenses  which are unpaid at the date of death,
together with an additional amount equal to one year's salary.

     (f)  Voluntary  Termination.  In  the  event  of a  Voluntary  Termination,
Employer  shall pay to Employee  all  accrued  compensation  (including  accrued
vacation  pay) and  benefits  as of the date of  Voluntary  Termination  and all
accrued expenses which are unpaid at the date of Voluntary Termination.

         11. Definition of Change in Control. For purposes of this Agreement,  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  or  stock  of  Parent  Company
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
Parent Company, or change in officers of Employer, or Parent Company,  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,  or
Parent Company, with any entity, other than its affiliates, whereby Employer, or
Parent  Company,  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.

     12. Deemed Termination of Employment. Employee shall be entitled to receive
the payment  described in paragraph  10(b) above if any of the  following  occur
during the term of this Agreement:

     (a)  Employee  is  removed or  released  from any of his  material  titles,
positions  or  offices  under  this   agreement,   or   Employee's   duties  and
responsibilities  in such titles,  positions or offices are materially  changed;

     (b)  Employee's  base  salary is  reduced;  (c)  Employee  is removed  from
participation  in any of Employer's  bonus or profit  sharing  programs,  or any
bonus or profit  sharing  programs in which Employee was entitled to participate
immediately  prior to the change; or (d) Employee's office is based more than 50
miles from the  location of the  principal  office at which  Employee  was based
immediately prior to the change.

     13.  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.

     14.  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, corporation,  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,  corporation or
other entity (except the Employer) under any  circumstances  during or after the
term of his employment. 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 14.

     15.  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.

     16. 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.

     17.  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 Pacific Services Co., Inc.
                                    50 West 300 South, Suite 300
                                    Salt Lake City, Utah 84101
                                    Attn:  Chairman


              Employee:             Todd L. Witwer
                                    11991 S. Nicklaus Road
                                    Sandy, Utah   84092

     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.

     18. 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.

     19.  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.  20. Governing Law. The parties  specifically  agree that this
Agreement  shall be governed by and  interpreted in accordance  with the laws of
the State of Utah, 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 PACIFIC SERVICES COMPANY, INC.



                                 By: /s/ Clark M. Mower
                                 ---------------------------------
                                 CLARK M. MOWER
                                 Chairman

         EMPLOYEE

                                 /s/ Todd L. Witwer
                                 ---------------------------------
                                 TODD L. WITWER