DEED OF GROUND LEASE


         THIS DEED OF GROUND  LEASE (this  "Lease"),  dated as of the 5th day of
May,  1998,  between  UPSHUR  PROPERTY,   INC.,  a  Delaware   corporation  (the
"Landlord") and COVOL TECHNOLOGIES, INC., a Delaware corporation (the "Tenant"),
recites and provides:
                                    RECITALS:
         The Landlord is the owner of certain coal related  property  located in
Upshur  County,  West  Virginia,  described  on Exhibit A attached  hereto.  The
Landlord wishes to lease the Premises, an approximately ten (10) acre parcel, to
the Tenant for the  purposes of Tenant  owning and  operating  a synthetic  fuel
manufacturing plant (the "Facility" as defined herein), and the Tenant wishes to
lease the Premises from the  Landlord,  upon  completion  of the  Facility.  The
Tenant  intends to own and operate the Facility on the  Premises  for  producing
solid synthetic fuel.
                                    ARTICLE 1
                                   Definitions

         The following terms shall have the indicated meanings:
         "Adjoining Property" means the property currently owned by the Landlord
adjoining the Premises.

         "Covol" means Covol Technologies, Inc., its successors and assigns.

         "Easements" means all those access, utility and other easements, rights
of way,  licenses and permits which  Landlord has the ability to grant to Tenant
and which are reasonably  necessary or appropriate (1) for passage of personnel,
materials  and  equipment  to and from the Facility  and the  Premises,  (2) for
construction, operation, maintenance and demolition of the Facility, and (3) for
the  provision of utility  services to the  Premises.  To the best of Landlord's
knowledge, Landlord has the

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ability to grant to Tenant such of the  foregoing  easements  as are  reasonably
necessary for Tenant's intended use of the Premises and Easements.
         "Event of Default" means any of the events described in Section 9.1.
         "Facility"  means those  facilities,  buildings,  structures  and other
improvements  located  on or to be  located  upon  the  Premises  for  producing
synthetic  fuel,  using a  process  patented  by  Tenant,  together  with  those
facilities,  buildings,  structures and other improvements also located or to be
located on the  Premises,  for washing  coal and coal fines in  preparation  for
processing, if any, and all plant equipment,  apparatus,  machinery and fixtures
of every kind and nature forming part of such facilities,  buildings, structures
and other  improvements  which are the subject of that  certain  Asset  Purchase
Agreement of even date herewith, between Covol and Mountaineer.
         "Leased Surface  Property" means that certain tract of surface property
identified as the Leased Surface  Property on the map attached hereto and made a
part hereof as Exhibit A which may be surveyed by Tenant hereafter.
         "Mountaineer"  means  Mountaineer  Synfuel,  L.L.C., a Delaware limited
liability company.
         "Permitted  Encumbrances" means (i) liens and other encumbrances now or
hereafter recorded in the Office of the Clerk of the County Commission of Upshur
County,  West  Virginia;  and  (ii)  unrecorded  rights  of way,  easements,  or
restrictions  granted by Landlord  to Tenant or to a third  party in  connection
with the operation of the Facility.
         "Premises" means (i) the Leased Surface  Property,  (ii) the subsurface
of the Leased Surface Property up to and including a depth of five (5) feet, and
(iii) the Easements.
         "Rent" means the rental required to be paid pursuant to Section 2.2 and
all other amounts required to be paid hereunder by the Tenant to the Landlord.

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         "Taxes" means all personal and real  property,  rental,  excise,  gross
receipts, business, occupation and other taxes and assessments of every kind and
nature whatsoever,  levied or assessed against the Premises or the Facility,  as
well as those taxes arising from the use, occupancy or operation of the Facility
or the activities of the Tenant or any person or entity  claiming by, through or
under the Tenant,  the non-payment of which would adversely  affect the Landlord
or the Premises.
         "Term" shall mean, unless terminated  earlier pursuant to the terms and
conditions of this Lease, the term described in Section 2.3.
                                   ARTICLE II
                          Lease of Premises; Rent; Term
         Section 2.1 Lease.  The Landlord hereby demises and leases the Premises
to the Tenant and the Tenant takes and leases the Premises from the Landlord for
the  purpose of Tenant  owning and  operating  the  Facility,  subject to and in
accordance with the provisions  hereof, and together with the further rights and
obligations  contained in Section 2.7 hereof.  Landlord hereby expressly excepts
and reserves, and the grant of lease set forth in this Section 2.1 above is made
subject to, the right and  privilege  of Landlord  to  transport,  or permit the
transport of, coal,  coal  by-products,  goods,  equipment  and personnel  over,
across  and  through  the  Premises,  so long as such use does not  unreasonably
interfere with Tenant's use and occupancy of the Premises.
         Section  2.2 Rent.  Tenant  shall pay to the  Landlord,  as ground rent
hereunder,  for each year during the Term,  One  Thousand  Dollars  ($1,000) per
annum payable in advance on the tenth day of each such year  commencing upon the
Commencement Date.
         Section 2.3 Term. Unless sooner terminated as provided herein, the term
of this Lease shall  commence on the date hereof (the  "Commencement  Date") and
shall  expire  on July 1, 2008  (the  "Termination  Date")  unless  extended  or
terminated pursuant to the provisions hereof.

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         Section 2.4 Quiet Enjoyment. Except as otherwise expressly set forth in
Section  2.1  above,  so long as no Event of  Default  exists  hereunder  and is
continuing  beyond any applicable grace or cure period,  the Landlord  covenants
that the Tenant shall  lawfully and quietly hold,  occupy and enjoy the Premises
in accordance with the terms of this Lease,  without  interference from Landlord
or anyone  claiming by or through  Landlord.  To the best knowledge of Landlord,
Landlord is vested with good and marketable fee simple title to the Premises and
no third party has an interest in the Premises superior to that of Landlord. The
Premises are demised and leased subject to (a) Permitted  Encumbrances,  (b) all
zoning regulations,  restrictions,  rules and ordinances,  building restrictions
and  other  laws and  regulations  now in  effect or  hereafter  adopted  by any
governmental  authority  having  jurisdiction  over  the  Premises,  and (c) all
federal,  state and local laws,  rules and  regulations  directly or  indirectly
affecting or relating to the Premises,  including,  without limitation,  permits
relating to the Premises. So long as no Event of Default exists hereunder and is
continuing  beyond any applicable grace or cure period,  the Landlord  covenants
that the Tenant shall enjoy  non-exclusive  use of the Easements,  together with
only  Landlord,  and Covol if this Lease is  assigned by Tenant to a party other
than Covol.  Landlord  represents and warrants that to the best of its knowledge
none of the Permitted  Encumbrances shall adversely  interfere with Tenant's use
and  enjoyment  of the  Premises or the  Easements.  Tenant may, at its expense,
obtain a title  insurance  policy  insuring  Tenant's  interest in the  Premises
pursuant to this  Lease,  and  Landlord  agrees to use  commercially  reasonable
efforts to assist Tenant in the same.
         Section 2.5  Ownership  of Facility.  The  Facility  shall at all times
remain the property of the Tenant  unless  Tenant  notifies  Landlord,  at least
three (3)  months  prior to the  expiration  of the Term or within ten (10) days
following any other termination,  that the Facility shall remain on the Premises
upon the expiration or termination of this Lease and that Tenant does not intend
to relocate the same;

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if Tenant provides such notice, upon such termination or expiration the Facility
shall  become the  property of  Landlord.  If Tenant does not give such  notice,
Tenant  shall  remove  the  Facility  from the  Premises  within  six (6) months
following the  expiration or  termination of this Lease and reclaim the Premises
to the approximate  condition that existed  immediately  before the Facility was
placed on the Premises.  All such reclamation shall be in accordance with and to
the extent required by all applicable federal,  state and local laws, rules, and
regulations including mining laws. If Tenant fails to remove the Facility within
said six-month  period,  Tenant shall forfeit any and all rights to the Facility
and the same shall  become the  property of  Landlord.  In that event,  Landlord
shall have the right, but not the obligation, to remove the Facility and reclaim
the Premises to the approximate  condition that existed  immediately  before the
Facility was placed on the Premises.  Tenant shall promptly  reimburse  Landlord
for all  reasonable  costs  and  expenses  associated  with the  removal  of the
Facility and reclamation of the Premises.
         Section 2.6 Use. The Premises  shall be used only for the operation and
maintenance  of the  Facility  and the use thereof in the  business of producing
solid  synthetic  fuel  from  coal  fines  and  other  waste  fuel  and  related
activities. Tenant shall not use the Premises in any way that interferes with or
adversely impacts Landlord's use or occupancy of the Adjoining Property.
         Section 2.7 Additional  Space.  The Rent has been calculated to include
additional  rental for,  and  Landlord  hereby  agrees to lease to Tenant (at no
additional  cost to Tenant  except  as stated  above),  additional  space  which
contains not less than five (5) acres and no more than ten (10) acres, and which
is contiguous to the Premises,  for use by Tenant for  stockpiles  and ancillary
purposes on the terms and conditions  substantially similar hereto, the location
of which  additional  space shall be  determined  by Tenant with the  Landlord's
consent, not to be unreasonably withheld. Such additional space leased to Tenant
shall be considered a part of the Premises for all purposes of this Lease.

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         Section 2.8 Removal of Feedstock and Product.  Notwithstanding anything
herein to the contrary,  upon the  cancellation,  expiration,  or termination of
this Lease,  Tenant shall remove all  stockpiles  of feedstock  supplied for the
Facility and all stockpiles of Product produced by the
                             Facility. ARTICLE III
                         Taxes, Utilities and Easements
         Section 3.1 Taxes. The Tenant shall pay, or cause to be paid, all Taxes
assessed on or relating to the  Facility  and the  Premises on or before the due
date for such  Taxes,  but  excluding  any taxes  arising  from or  relating  to
Landlord's  retained rights with respect to the Premises pursuant to Section 2.1
hereof.
         Section 3.2  Utilities.  The Tenant shall pay, or cause to be paid, all
costs  and  expenses  required  to  provide  utility  service  to  the  Facility
(including all  professional  and service  charges,  costs of connections to the
applicable utility systems and charges for the usage of utility services).
                                   ARTICLE IV
                      Maintenance and Operation of Facility
         Section 4.1 Tenant's Duty to Maintain. The Tenant shall be responsible,
at no cost to  Landlord,  for  all  maintenance,  repair  and  upkeep  as may be
necessary  to keep the  Premises  and the  Facility  clean,  safe and free  from
deterioration,  except that, to the extent Landlord exercises its right to cross
over the  Premises as set forth in Section 2.1  hereof,  Landlord  shall pay its
proportionate  share of such costs.  Landlord  and Tenant  acknowledge  that the
location  of the  Facility  may impede  Landlord's  access (i) to its  screening
building  or refuse bin by the  existing  access  road and (ii) to the  existing
parking for Landlord's  preparation plant. Upon Landlord's  reasonable  request,
Tenant  shall,  at its expense,  provide  Landlord (i) access to the  Landlord's
screening  building or refuse bin through the premises by moving any of Tenant's
improvements impeding the existing road or by building an

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alternate  access road;  and (ii) parking for  Landlord's  preparation  plant by
either  moving  Tenant's  feedstock  stock pile or building a parking area at an
alternate location.
         Section 4.2 No Additional Liens or  Encumbrances.  The Tenant shall not
create or cause to be created any liens or  encumbrances  of any kind whatsoever
with respect to the  Premises.  If any lien is filed or  threatened  to be filed
against the Premises as a result of any act or omission of the Tenant hereunder,
the Tenant shall, upon the written request of the Landlord, cause the same to be
bonded off or released of record at Tenant's election within a reasonable period
of time after the Tenant receives such written request.
         Section 4.3  Landlord's  Right to Inspect.  The  Landlord may enter the
Premises and the Facility at any time and for any lawful reason.  Landlord shall
provide   Tenant  with   reasonable   prior  notice  of  such  entry  under  the
circumstances and if feasible, give a representative of Tenant an opportunity to
be present during such entry.
                                    ARTICLE V
                              Ownership of Facility
         Section 5.1 Title to Facility.  Except as otherwise expressly set forth
herein, the Facility shall be owned by Tenant during the Term.
                                   ARTICLE VI
                              Mortgage of Leasehold
         Section 6.1 Right to Mortgage.  The Tenant shall not grant, or cause to
be created, any deed of trust or other lien, encumbrance or security interest on
or in all or any part of this Lease or Tenant's interest in the Premises.

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                                   ARTICLE VII
                                    Insurance
         Section 7.1 Insurance.  The Tenant shall maintain, at its sole cost and
expense,  and shall require any contractors,  subcontractors,  other entities or
individuals  it may  engage  to enter or  perform  any work on the  Premises  to
maintain,  at all  times  while  on or  performing  work  on the  Premises,  the
insurance coverages set forth below:
                  (a) Commercial  general public  liability and property  damage
insurance with each underlying limit being not less than (i) One Million Dollars
($1,000,000)  in respect of bodily  injury to or death of one person,  (ii) Five
Million  Dollars  ($5,000,000)  in respect of bodily  injury to or death of more
than  one  person  in  any  one  occurrence,   and  (iii)  One  Million  Dollars
($1,000,000) in respect of damage to or destruction of property.
                  (b) Employer's liability insurance protecting against employee
claims for bodily injury,  "Mandolidis"  actions and all other  employee  claims
against  employers  with each  underlying  limit being not less than One Million
Dollars  ($1,000,000) per person and Five Million Dollars  ($5,000,000) for each
occurrence.
                  (c)  Fire,  property  damage  and  extended  coverage  for the
Facility  and  all  other  buildings  and  structures  on the  Premises  for the
replacement value of such buildings and structures.
                  (d) Automobile  bodily injury liability  insurance in the same
bodily  injury  liability  limits  as set forth in  Section  7.1(a)  above,  and
automobile  property  damage  liability  insurance in an amount of not less than
Five Hundred Thousand Dollars ($500,000).
                  (e) Workers'  compensation  insurance,  occupational  diseases
insurance,  including  state  and  federal  black  lung  coverage,  unemployment
compensation and all other insurance coverages for occupational injury,  disease
or hazards as required by the laws and regulations

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         applicable  to  and  covering   employees  of  Tenant  engaged  in  the
performance of work on the Premises.
                  (f)  Environmental  liability  insurance  with coverage of not
less than Five Million Dollars ($5,000,000).
         The Tenant's  obligation to obtain the insurance  coverages as provided
in this Section 7.1 shall not in any way be  construed so as to limit,  amend or
otherwise modify its obligation to indemnify  Landlord as provided  elsewhere in
this Lease.
         Section 7.2 Form of Insurance.  All insurance  coverages required under
Section 7.1 above shall be with a reputable insurer,  licensed to do business in
the State of West  Virginia,  and Landlord  shall have the right to approve such
insurer,  such  approval  not  to be  unreasonably  withheld.  All  policies  or
certificates  of  insurance  obtained  by Tenant  under  this  Lease  shall name
Landlord as an additional  insured and shall contain a provision for thirty (30)
days prior notice to Landlord of any proposed cancellation or substantial change
in coverage.  Every  insurance  policy  required  under  Section 7.1 above shall
contain a waiver of subrogation  by the insurer  against  Landlord,  its owners,
affiliates  and  subsidiaries.  Each policy of insurance  shall be written as an
"occurrence"  contract  unless the policy is available  only on a "claims  made"
basis, in which case Tenant shall continue such insurance policy for a period of
two (2) years after the expiration, termination or cancellation of this Lease.
         Section 7.3 Proof of Insurance  Coverage.  The Tenant shall  furnish to
Landlord copies of all certificates of insurance  relating to the policies which
provide the insurance  coverages required by Section 7.1 above,  including,  but
not limited to,  copies of any bonds which may be required  for such  coverages,
prior to  commencing  any work on the  Premises and  thereafter  upon request by
Landlord.

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         Section  7.4  Payment  of  Premiums.  The Tenant  expressly  agrees and
acknowledges that its inability,  failure, neglect or refusal to carry, maintain
and keep  current,  at all times  during  the term of this  Lease the  insurance
coverages required hereunder and its inability,  failure,  neglect or refusal to
be and  remain  at all  times  during  the term of this  Lease a  subscriber  or
self-insurer in good standing with the West Virginia Worker's Compensation Fund,
state and  federal  black  lung  funds or any  other  occupational  disease  and
disability  insurance fund, shall  constitute an Event of Default.  In addition,
Landlord shall have the right, for and on behalf of Tenant,  to pay any premiums
for any insurance required hereunder to maintain such insurance coverage. Tenant
shall  reimburse  Landlord for all premiums  within ten (10) days of  Landlord's
request for the same.
                                  ARTICLE VIII
                     Indemnification of Landlord and Tenant
         Section 8.1  Indemnification  of Landlord.  The Tenant shall indemnify,
hold  harmless  and  defend   Landlord,   its   affiliates  and  its  and  their
stockholders,  officers,  directors,  managers,  employees  and agents  from and
against  any and all  suits,  actions,  liabilities,  demands,  losses,  claims,
settlements,  awards, damages,  judgments,  costs and expenses of every kind and
nature,  including,  without limitation,  reasonable attorney's fees and related
costs incurred in enforcing this indemnity, arising out of or relating, directly
or  indirectly,  to any or all of the  following:  (i) the negligence or willful
misconduct  of  Tenant,  its  officers,   employees,  agents,   representatives,
contractors,  subcontractors  or agents in connection with any of its activities
or operations  at the Premises  under this Lease,  or (ii) a material  breach by
Tenant of any covenant,  representation,  warranty or other term or condition of
this Lease,  or (iii) any violation of any federal,  state or local law, rule or
regulation by Tenant, including,  without limitation, any Environmental Laws (as
hereinafter  defined) and from any Hazardous  Material (as hereinafter  defined)
that exists on or is discharged from the Premises

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other than (a)  Hazardous  Material that existed on or was  discharged  from the
Premises prior to the Commencement Date or after the termination,  expiration or
cancellation  of this  Lease,  or (b)  Hazardous  Material  from  the  Adjoining
Property,  or (c)  Hazardous  Material  brought  onto or in the  vicinity of the
Premises or the Adjoining Property by Landlord or an agent thereof. Tenant shall
defend  the  indemnified  party,  or,  at  Tenant's  option,  pay  to  have  the
indemnified  party  defended,  against  all such  suits,  actions,  liabilities,
demands, losses, claims,  settlements,  awards, damages, or judgments subject to
indemnification  hereunder.  The foregoing  obligations  of Tenant to indemnify,
hold  harmless and defend  Landlord  shall be in addition to any other  specific
agreements or obligations in other sections of this Lease, and shall survive the
expiration, termination or cancellation of this Lease without limitation.
         Section 8.2  Indemnification  of Tenant.  The Landlord shall indemnify,
hold harmless and defend Tenant, its affiliates and its and their  stockholders,
officers, directors, managers, employees and agents from and against any and all
suits, actions,  liabilities,  demands,  losses,  claims,  settlements,  awards,
damages,  judgments,  costs and  expenses of every kind and  nature,  including,
without  limitation,  reasonable  attorneys'  fees and related costs incurred in
enforcing this indemnity, arising out of or relating, directly or indirectly, to
(i) the negligence or willful misconduct of Landlord,  its officers,  employees,
agents or representatives in connection with any of its activities or operations
on the Premises,  including without limitation those contemplated by Section 2.1
hereof, and any of its activities or operations on any Adjoining Property,  (ii)
a material  breach or  default  by  Landlord  of any  covenant,  representation,
warranty  or  other  term  or  condition  of this  Lease,  (iii)  violations  of
Environmental  Laws and from  any  Hazardous  Material  that  existed  on or was
discharged  from the Premises prior to the  Commencement  Date or on or from any
Adjoining  Property at any time, or (iv)  violations of  Environmental  Laws and
from any Hazardous Material on

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or about the  Premises  or  Adjoining  Property  which  arise from any action or
inaction or Landlord or an agent thereof.  Landlord shall defend the indemnified
party,  or, at Landlord's  option,  pay to have the indemnified  party defended,
against  all  such  suits,  actions,   liabilities,   demands,  losses,  claims,
settlements, awards, damages, or judgments subject to indemnification hereunder.
"Hazardous  Material" means any hazardous or toxic material,  substance or waste
which is  defined by those or similar  terms or is  regulated  as such under any
Environmental Laws. "Environmental Laws" means any statute, law, ordinance, rule
or  regulation  of  any  local,   county,  state  or  federal  authority  having
jurisdiction over the Premises, the Adjoining Property or any portion thereof or
its use as the same may be amended from time to time,  including but not limited
to: (i) the Federal  Water  Pollution  Contract Act (33 U.S.C.  Section 1317) as
amended;  (ii) the Federal  Resource  Conservation  and  Recovery Act (42 U.S.C.
Section 6901 et seq.) as amended; (iii) the Comprehensive Environmental Response
Compensation and Liability Act (42 U.S.C. Section 9601 et seq.) as amended; (iv)
the Toxic Substance Control Act (15 U.S.C. Section 2601 et seq.) as amended; and
(v) the Clean Air Act (42 U.S.C. Section 7401 et seq.) as amended. The foregoing
obligations  of Landlord to indemnify,  hold harmless and defend Tenant shall be
in addition to any specific  agreements or obligations in other sections of this
Lease,  and shall survive the  expiration,  termination or  cancellation of this
Lease without limitation.
                                   ARTICLE IX
                            Default, Remedies, Waiver
         Section 9.1  Default.  The  occurrence  of any of the  following  shall
constitute an Event of Default:

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                  (a) Failure to pay Rent when due; provided,  however,  that no
Event  of  Default  shall  occur  if the Rent is paid  within  ten (10)  days of
Landlord's written notice to Tenant that Tenant failed to pay the Rent when due.
                  (b) The  failure  of the  Tenant to  observe  or  perform  any
provision  of this Lease  required to be observed or  performed by the Tenant if
such failure  continues for thirty (30) days after written  notice  thereof from
the Landlord to the Tenant;  provided,  however,  that if the default  cannot be
cured within such thirty (30) day period, no Event of Default shall be deemed to
exist, for a maximum period of ninety (90) days, if the Tenant shall within such
thirty (30) day period  commence such cure and thereafter  diligently  prosecute
the same to completion.
                  (c) The Tenant (1) admits in writing its  inability to pay its
debts  generally as they become due, (2)  commences or becomes the subject of an
insolvency proceeding or any similar proceeding for liquidation,  reorganization
or arrangement  under any bankruptcy or insolvency law in any  jurisdiction  and
fails to  discharge  the same  within  sixty  (60)  days,  (3)  makes a  general
assignment for the benefit of its creditors,  (4) consents to the appointment of
a custodian, receiver, trustee or other officer with similar powers with respect
to itself or with respect to any substantial part of its property,  or (5) takes
corporate or comparable action for the purpose of any of the foregoing.
                  (d)      Failure of Tenant to operate the Facility for six (6)
consecutive months.
                  (e)      Abandonment of the Premises  by Tenant or  relocation
or removal of the Facility from the Premises..
                  (f)  Mountaineer  fails to exercise its option to purchase the
Facility  and to require  Tenant to assign  this Lease to  Mountaineer  prior to
September 1, 1998.

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         Section  9.2  Remedies  Upon  Default.  Upon an Event of  Default,  the
Landlord, without further notice to the Tenant, shall have each of the following
remedies at the Landlord's election:
                  (a) Without  barring  later  election of any other  remedy and
without  terminating  the Tenant's  right to  possession  of the  Premises,  the
Landlord may require strict  performance of all covenants and obligations herein
as the same shall accrue or become due.
                  (b) The Landlord may, at the  Landlord's  election,  terminate
this Lease by giving the Tenant written notice of  termination.  Upon the giving
of such notice,  subject to the Tenant's rights under Section 2.5 hereof, all of
the Tenant's  rights in the Premises shall  terminate  except Tenant's rights to
remove the Facility as set forth herein.  Promptly after notice of  termination,
subject  to  Section  2.5  hereof,  the Tenant  shall  surrender  and vacate the
Premises  as set forth in Section 2.5 hereof.  Termination  hereunder  shall not
relieve  the  Tenant  of any  obligation  under  the Lease or from any claim for
damages previously accrued or then accruing against the Tenant.
                  (c) The Landlord  shall have the right but not the  obligation
to perform any  obligation  hereunder  that the Tenant  fails to perform  (after
notice and expiration of the  applicable  cure period  referenced  above) at the
cost and expense of the  Tenant.  The Tenant  shall  immediately  reimburse  the
Landlord for all such costs and expenses (including  reasonable  attorneys' fees
and related legal expenses) incurred by the Landlord.
                  (d) If  this  Lease  is  terminated,  the  Landlord  shall  be
entitled to collect all Rent which is due and owing as of the  termination  date
of the Lease but not any  accelerated  or future  Rent,  and  Landlord  shall be
entitled to its reasonable  attorneys'  fees in connection  with  collecting the
same.
         Section 9.3 Equitable  Relief.  Nothing  contained herein shall affect,
change or waive any rights of the Landlord to obtain equitable relief.

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         Section 9.4 Cumulative Remedies. The remedies of the Landlord hereunder
are cumulative and in addition to, rather than exclusive of, any other remedy of
the  Landlord  herein  given or that may be  permitted  by law.  Any  reentry as
provided for herein  shall not make the Landlord  liable in damages or guilty of
trespass because of any such reentry.
         Section 9.5 No Waiver.  No waiver by the Landlord at any time of any of
the terms, conditions,  covenants or agreements of this Lease shall be deemed or
taken  as a  waiver  at any  time  thereafter  of the  same or any  other  term,
condition,  covenant or agreement herein contained, nor of the strict and prompt
performance thereof by the Tenant. No delay, failure or omission of the Landlord
to reenter the Project or to exercise  any right,  power,  privilege,  remedy or
option  arising from any Event of Default  shall  impair any such right,  power,
privilege,  remedy or option, or as a relinquishment thereof, or acquiescence in
such  Event of  Default.  No right,  power,  privilege,  remedy or option of the
Landlord  shall be construed as being  exhausted or  discharged  by the exercise
thereof  in one  or  more  instances.  Each  and  all  of  the  rights,  powers,
privileges,  remedies  and  options  given to the  Landlord  by this  Lease  are
cumulative  and no one of them is  exclusive  of the other or  exclusive  of any
remedies provided by any applicable law.
         Section 9.6 Investor Cure Rights.  Notwithstanding  anything  herein to
the contrary,  following any assignment by Tenant of its rights under this Lease
to Mountaineer,  and provided notice of the same has been given to Landlord,  no
Event of Default shall exist hereunder until Landlord has notified each investor
in Mountaineer  whose identity and mailing  address have been given to Landlord,
and such parties have failed to cure (or cause  Mountaineer  to cure) the action
or inaction  which would result in such Event of Default within twenty (20) days
or such  longer  period as Tenant has or would have in which to cure such action
or inaction.


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                                    ARTICLE X
                               Landlord's Default
         The  Landlord's  failure  to  perform  or  observe  any  of  its  Lease
obligations  shall constitute a Landlord event of default  ("Landlord  Default")
under this Lease. The Tenant shall notify the Landlord of all Landlord  Defaults
and the Landlord  shall have thirty (30) days from its receipt of such notice to
cure  (or,  if a  Landlord  Default  cannot  reasonable  be  cured  within  such
thirty-day  period,  to commence  and  prosecute a good faith effort to cure the
Landlord  Default,  with such  extended  cure  period not to exceed  ninety (90)
days).  Upon notice to Landlord  by the Tenant of the  occurrence  of a Landlord
Default and the failure of Landlord  to cure such  Landlord  Default  within the
applicable  notice and cure period,  Tenant may, in addition to all other rights
and remedies  provided in this Lease,  at law or in equity:  (a) terminate  this
Lease and recover all damages to which the Tenant is entitled  under law, or (b)
cure the Landlord Default at the Landlord's  expense,  including with respect to
reasonable attorneys' fees incurred by Tenant in connection therewith.  No delay
by Tenant in the enforcement of the provisions of this Lease shall  constitute a
waiver of any Landlord Default and the pursuit by Tenant of one or more remedies
shall not  constitute  an election of  remedies  to the  exclusion  of any other
remedy.  Notwithstanding  the  foregoing,  any breach of Section 2.4 by Landlord
shall constitute an immediate Landlord Default.
                                   ARTICLE XI
                            Assignment and Subletting
         Section 11.1 Assignment and Subletting.  The parties  acknowledge  that
Covol is building  the  Facility  for sale to (and with  financing  provided by)
Mountaineer,  and that by an Asset  Purchase  Agreement  of even date  herewith,
Covol is granting to  Mountaineer an option to acquire the Facility (and Covol's
leasehold  hereunder)  following  completion of construction.  Accordingly,  the
parties

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agree  that  Covol may  freely  assign  this  Lease at any time to  Mountaineer;
provided  that  Mountaineer  executes  and  delivers to  Landlord  an  agreement
assuming all of the obligations of Tenant hereunder.  Other than with respect to
the  foregoing,  the Tenant may not assign this Lease (or any portion  thereof),
sublease  the  Premises  (or any portion  thereof) or lease the Facility (or any
portion  thereof)  without  the prior  written  consent of the  Landlord,  which
consent may not be unreasonably withheld.
                                   ARTICLE XII
                                  Condemnation
         Section 12.1 Full Taking.  If all or substantially  all of the Facility
is taken as a result of the exercise of the power of eminent domain,  this Lease
shall  terminate as of the  effective  date of the taking.  For purposes of this
Section 12.1,  "substantially  all of the Facility" shall be deemed to have been
taken if the untaken  portion cannot be  practically  and  economically  used or
converted  for  use by  Tenant  as  contemplated  by  this  Lease,  in  Tenant's
reasonable  judgment.  Upon the  occurrence  of a full  taking,  the Landlord is
entitled to receive and retain the entire award,  except as hereinafter  set out
in Section 12.3. The termination of this Lease will not affect the right to this
award.  In the  event  of a full  taking,  Tenant's  obligation  to pay Rent and
additional  rent will be abated  during the  unexpired  portion  of this  Lease,
effective as of the date the condemning authority takes the Premises.
         Section  12.2 Partial  Taking.  If less than  substantially  all of the
Premises is taken as a result of the  exercise  of the power of eminent  domain,
and if the Premises can at a reasonable  expense (not to exceed any condemnation
award allocated with respect thereto) be repaired,  restored or replaced, and is
sufficient for Tenant's  purposes in Tenant's  reasonable  judgment,  this Lease
shall not  terminate  but  shall  continue  in full  force  and  effect  for the
remainder of the Term.
         Section  12.3   Compensation  for  Personal   Property  and  Relocation
Expenses.  Tenant shall have the right to claim and recover from the  condemning
authority any such compensation as may

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be awarded to Tenant for the value of the  Facility,  furniture,  equipment  and
other personal  property  owned by Tenant,  removal of  merchandise,  moving and
relocation expenses, and damage to Tenant's business conducted at the Premises.
                                  ARTICLE XIII
                                  Miscellaneous
         Section 13.1 Tenant's  Option to Renew.  So long as an Event of Default
is not then continuing beyond any applicable grace or cure period,  Tenant shall
have the option to renew this Lease from year to year (but in any event not more
than five (5) such  annual  renewals)  upon all the same  terms  and  conditions
contained herein,  including,  without limitation,  rent; provided,  that Tenant
shall give  Landlord  written  notice of its intent to exercise  any such annual
renewal at least three (3) months prior to the expiration of the initial term or
any renewal term, as the case may be.
         Section 13.2 Estoppel  Certificates.  The Landlord or the Tenant,  upon
written  request from the other,  shall execute,  acknowledge and deliver to the
other, a certificate stating (a) that this Lease is unmodified and in full force
and effect  (or,  if there have been  modifications,  that this Lease is in full
force and effect as modified and stating the  modifications),  (b) the dates, if
any,  by which  obligations  hereunder  have been  satisfied,  (c) that , to the
knowledge of the  certifying  party,  there are no existing  offsets or defenses
against the enforcement of any term hereof (or, if so, specifying the same), (d)
that no notice  has been  given to the  Landlord  or the  Tenant of any  default
hereunder  which with the giving of notice or the  passage of time or both would
constitute  an Event of  Default,  or a  Landlord  Default,  and (e) such  other
matters as may be reasonably requested.
         Section 13.3 Binding  Effect.  The  provisions of this Lease shall bind
and benefit  the heirs,  executors,  administrators,  successors  and  permitted
assigns of the parties hereto.

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         Section 13.4 Memorandum or Short Form of Lease.  Concurrently  with the
execution of this Lease,  the parties  hereto shall  execute and  acknowledge  a
memorandum  or short form of lease for the purpose of recording  the same in the
Office of the Clerk of the County  Commission of Upshur  County,  West Virginia.
The  expense  of  recordation  shall  be  borne  by the  party  requesting  such
recordation.  Upon a termination of this Lease for any reason, both the Landlord
and the Tenant shall execute a document,  in recordable  form,  confirming  that
this Lease is null and void.
         Section  13.5  Notices.  Any notice  required or  permitted to be given
hereunder  shall be in writing and shall be deemed properly given when delivered
in person to the party to be notified,  by registered or certified  mail postage
prepaid and return receipt requested by overnight courier, or by facsimile,  and
shall be deemed to have been duly given,  when delivered by hand or by overnight
courier,  five (5) days after deposit in the mail, or when  confirmation  of the
receipt of the  facsimile  is  received,  as the case may be, and  addressed  as
follows:
         If to Landlord:            Upshur Property, Inc.
                                            HC 61, Box 31
                                            Tallmansville, West Virginia  26237
                                            Attention:  President
                                            Facsimile Number:  (304) 472-9257

         with a copy to:            Upshur Property, Inc.
                                            2708 Cranberry Square
                                            Morgantown, West Virginia  26505
                                            Attention:  Treasurer
                                            Facsimile Number:  (304) 594-1685

         If to Tenant:                      Covol Technologies, Inc.
                                            3280 North Frontage Road
                                            Lehi, Utah  84043
                                            Attention:  President
                                            Facsimile Number:  (801) 768-4483



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         with a copy to:            Mountaineer Synfuel, L.L.C.
                                            3280 North Frontage Road
                                            Lehi, Utah  84043
                                            Attention:  Manager
                                            Facsimile Number:  (801) 766-1979

         Section 13.6  Captions.  The captions  used herein are for  convenience
only,  are not a part of this Lease and do not in any way limit or  amplify  the
terms and provisions  hereof.  The words "herein,"  "hereof" and "hereunder" and
other  words of similar  import  shall  refer to this Lease as a whole and not a
particular Article, Section, Subsection or Paragraph.
         Section  13.7  Governing  Law;  Interpretation.  This  Lease  shall  be
interpreted  in  accordance  with and  governed by the laws of the State of West
Virginia, without regard to principles of conflicts of laws. The language in all
parts of this Lease shall be  interpreted  according to its fair meaning and not
more strictly for or against the Landlord or Tenant.
         Section  13.8 Entire  Agreement.  This Lease  contains  all  covenants,
terms,  provisions,  and agreements between the Landlord and the Tenant relating
in any manner to the demise of the Premises or the rental,  use and occupancy of
the same and  other  matters  set forth in this  Lease.  No prior  agreement  or
understanding with respect to the same shall be valid or of any force or effect,
and no  covenant,  term,  provision  or  agreement of this Lease may be altered,
changed, modified or deleted, except in a writing signed by the Landlord and the
Tenant. No representation,  inducement,  understanding or anything of any nature
whatsoever made, stated or represented on behalf of either party hereto,  either
orally or in  writing,  has  induced  the other  party to enter into this Lease,
except as expressly set forth in this Lease.
         Section 13.9 Survival.  All covenants which, by their terms, are not to
be performed  before the  expiration of the term or earlier  termination of this
Lease shall survive such expiration or earlier termination.

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         Section 13.10 Counterparts. This Lease may be executed in counterparts,
and if executed in counterparts,  each such counterpart shall constitute one and
the same instrument.
         Section  13.11 No  Third-Party  Beneficiaries.  The  provisions of this
Lease shall not give rise to any third-party beneficiary rights in any person or
entity other than the parties hereto.
         Section 13.12 Incorporation of Exhibit.  The Exhibit attached hereto is
hereby incorporated into this Lease and made a part hereof.
         Section  13.13  Severability.  If any  provision of this Lease,  or the
application  thereof to any person or circumstance,  shall to any extent be held
to be invalid or unenforceable,  the remainder of this Lease and the application
of such  provision  to other  person  or  circumstances  shall  not be  affected
thereby.
         Section  13.14 No  Partnership.  This  Lease  does not and shall not be
construed  to create a  partnership,  joint  venture  or any other  relationship
between the parties hereto except the relationship of lessor and lessee.
         Section  13.15  Landlord's  Lien.  Except as may be expressly  provided
herein,  Landlord hereby  subordinates any lien or interest Landlord may have in
any  personal  property  of  Tenant or any  subtenant,  assignee,  licensee,  or
concessionaire of Tenant, including but not limited to any inventory, machinery,
equipment, and trade fixtures of Tenant or any subtenant, assignee, licensee, or
concessionaire  of Tenant,  that may from time to time be located at or upon the
Leased  Premises,  to any and all purchase  money  financing of such property by
Tenant.


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         IN WITNESS  WHEREOF,  the  parties  hereto have caused this Lease to be
executed by their duly  authorized  representative  the day and year first above
written.

                  UPSHUR PROPERTY, INC.
                 a Delaware corporation

                                         By:      /s/ B. Judd Hartman
                                         Name: B. Judd Hartman
                                         Its:     Secretary


                COVOL TECHNOLOGIES, INC.
                 a Delaware corporation

                                         By:      /s/ Harlan M. Hatfield
                                         Name:    Harlan M. Hatfield
                                         Its:     Vice President


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<PAGE>



                                    EXHIBIT A


                       Drawing of Leased Surface Property





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