THIS AGREEMENT is made and shall be effective as of the 1st day of January,
1999 by and between BONNEVILLE PACIFIC CORPORATION,  a Delaware corporation (the
"Employer")  and CLARK M. MOWER, an individual and resident of the State of Utah
(the "Employee").

RECITALS:

         A.       The Employer is engaged in the business of developing,
owning and operating independent power facilities, and is also in
the oil and gas business.
         B.       The Employee has, for some time, served as the
President and Chief Executive Officer (CEO) for the Employer.
         C.       The Employer desires to employ the Employee to serve as
the President and CEO 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 and CEO 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  and CEO for
Bonneville Pacific  Corporation.  

     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  $174,000.00  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 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 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(d) 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. (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 date of  Termination
Without  Cause  and  all  accrued  expenses  which  are  unpaid  at the  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 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 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 three
(3) 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  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.

     12. Deemed Termination of Employment. Employee shall be entitled to receive
the payment described in paragraph 10 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 Corporation
                                                 50 West 300 South, Suite 300
                                                 Salt Lake City, Utah 84101
                                                 Attn:  Chairman


                  Employee:                      Clark M. Mower
                                                 4315 Daisy Drive
                                                 Mountain Green, Utah   84050

     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 CORPORATION

 
By:
(s)---------------------------
         JAMES  W. BERNARD
         Chairman

EMPLOYEE
(s)---------------------------
         CLARK M. MOWER