EMPLOYMENT AGREEMENT

                                 By and Between

                            COVOL TECHNOLOGIES, INC.

                                       And

                                 KIRK A. BENSON

                         Effective as of April 20, 1999




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                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT (this Agreement") is made and entered into as
         of May 18, 1999,  and  effective  as of April 20, 1999 (the  "Effective
         Date") by and between Covol Technologies,  Inc., a Delaware Corporation
         (the  "Company"),  and Kirk A.  Benson  ("Executive").  The Company and
         Executive are sometimes later in this Agreement  collectively  referred
         to as the "Parties."

                  1. Employment and Position.  The Company employs Executive and
         Executive accepts  employment by the Company as Chief Executive Officer
         of the Company for the Period of  Employment  specified  in Paragraph 3
         ("Period of Employment").

                  2. Services to be Rendered.  The Executive  shall,  during the
         Period of  Employment,  serve the Company in the  position set forth in
         Paragraph  1  diligently,  competently,  and in  conformance  with  the
         corporate  policies of the Company.  Executive shall provide leadership
         in areas of financial  planning and  performance,  long range corporate
         planning,  legal and  regulatory  compliance,  operations  planning and
         implementation, and new business planning and implementation. Executive
         shall be free to conduct  personal  business and investment  activities
         that do not conflict or interfere  with the  performance  of his duties
         under this Agreement. Executive shall have the responsibility to always
         act in the best interest of the Company and  recognizes  opportunities,
         ideas,  and  intellectual  property  relating  to the  business  of the
         Company that are developed  while an officer or employee of the Company
         or any of its affiliates, remain the property of Company.

                           In fulfilling his duties and  responsibilities  under
         this  Agreement,  Executive  shall report to the Board of Directors and
         shareholders of the Company.

                  3. Period of Employment. Executive's employment by the Company
         pursuant to this Agreement shall, unless sooner terminated, begin as of
         the  Effective  Date and  continue for a period of three (3) years from
         the Effective Date ("Period of Employment").

                  4. Base Salary.  Executive shall be paid an annual base salary
         of an amount determined by the Board of Directors. Base salary shall be
         paid in semi  monthly  installments  during the  Period of  Employment.
         Effective as of the  Effective  Date,  Executive  shall be paid a gross
         salary of $15,000  per month  until such base salary is adjusted by the
         Board of Directors.

                  5. Incentive  Bonus. The Board of Directors will determine any
         incentive bonus guidelines during the Period of Employment. Bonus plans
         are intended to establish linkage between Executive's  compensation and
         the Company's performance.

                  6.  Performance  Criteria.  Executive's  performance  will  be
         measured  according  to  achievement  based  on  progress  towards  the
         Company's strategic business plan,  financial results,  compliance with
         law and regulation, organizational development, and other factors which
         provide impact to the Company.

                  7.  Expense Reimbursement.  The Executive shall be entitled to
         prompt

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         reimbursement  for  reasonable  expenses  incurred by the  Executive in
         performing  services  for the Company.  Executive  shall be required to
         provide documentation of such expenditures.

                  8. Grant of Options. The Company shall grant to the Executive,
         in  accordance  with the terms of the Stock Option  Agreement  attached
         hereto as  Exhibit A, the right and  option to  purchase  shares of the
         Company's Common Stock.

                           (a) Stock Options  Pursuant to Stock Option Plan. The
         Stock Option ("Stock  Option") shall be issued  pursuant and subject to
         the provisions of the Company Executive Stock Option Plan.

                           (b) Purchase Price.  The purchase price per share for
         the shares  subject to the Stock  Option  will be $4.125,  the  closing
         share price on May 18, 1999.

                           (c) Number of Shares.  The Stock  Options will be for
         250,000 shares of the Company's Common Stock (the "Optioned Shares").

                           (d) Exercise  Periods.  The Optioned Shares will vest
         and be exercisable on the beginning of each 12 month anniversary of the
         Effective Date on a one-third per  anniversary  basis for the three (3)
         anniversaries  following the Effective Date, provided that vesting will
         continue  so  long as the  Executive  is  still  in the  employ  of the
         Company.  Once vested, the Optioned Shares may be exercised in whole or
         in part at any  time,  subject  to the  limitations  within  which  the
         exercise  of the  Options  must  occur.  The  Optioned  Shares  must be
         exercised in their entirety prior to April 20, 2009,  also known as the
         expiration date.

                           (e) Vesting of Options in Event of Full and  Complete
         Disability  or Death.  In the event of full  disability or death of the
         Executive any unvested  Stock  Options  shall vest  effective as of the
         date of the full and complete disability or the death of Executive.  In
         the event of  Executive's  full and complete  disability or death,  the
         Executive,  heirs or  estate  of  Executive,  as the  case may be,  may
         exercise  any  unexecuted  options  at any  time  subject  to the  time
         limitations within which exercise of option must occur.

                           (f) Vesting of Options in Event of Ownership  Change.
         In the event a third  party  purchases  a  controlling  interest of the
         total  outstanding  shares of the Company,  or substantially all of the
         assets of the Company, if Executive is not retained as an officer,  all
         non-vested Stock Options shall vest as of the date immediately prior to
         such stock or asset  purchase.  The intent of this  section is to allow
         the Executive to vote the shares  represented  by the Stock Options and
         at the Executive's discretion exercise any unexecuted options.

                           (g) Additional Stock Options. Executive shall also be
         eligible  to  receive  additional  stock  options  during the Period of
         Employment pursuant to a stock options plan as may from time to time be
         in effect and as approved by the Board of Directors.

                  9.  Other Benefits.   In addition  to the  benefits previously
         set forth in this  Agreement,  Executive  shall,  during  the Period of
         Employment, be entitled to the benefits

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         described  below  or as  may be  implemented  by  the  Company,  and as
         concerns all such benefit programs where years of service are a factor,
         to the extent permitted by law, Executive shall be given credit for his
         years  of  service  with  Covol   Technologies,   Inc.   prior  to  the
         implementation of any benefit program.

                           (a)  Vacation.   During  the  Period  of  Employment,
         Executive  shall be  entitled  to not less  than six (6)  weeks of paid
         vacation  during  each  calendar  year  occurring  during the Period of
         Employment.  The vacation may be carried over from year to year. At the
         end of the term of this Agreement, the Employee shall be entitled to be
         paid for the pro rated portion of the accrued  salary  attributable  to
         unused vacation.

                           (b) Sick  Leave.  Leave  time will be  granted to the
         Executive  that is  reasonable  under  the  circumstances  and  that is
         consistent with the Company's policies and procedures,  as the same may
         be changed,  modified or terminated for all  participants  from time to
         time.

                           (c) Insurance.  Participation  in the group insurance
         program of the Company as concerns life, disability, medical and dental
         or other insurance currently available to other Executive's as the same
         may  be   implemented,   changed,   modified  or  terminated   for  all
         participants from time to time. Executive shall be required to pay that
         portion of the  premiums  for  coverage  under such  insurance  that is
         payable  by  other  Executive's  of the  Company  for  their  insurance
         coverage.

                           (d) Retirement Plan. The Executive shall  participate
         in the  Company's  Retirement  Plans in  accordance  with the terms and
         provision and applicable law as the same may be  implemented,  changed,
         amended,  or  terminated  from  time to time.  Executive  shall  become
         eligible to  participate in the Company's  Retirement  Plans at date of
         hire or as the  effective  date of the  implementation  of such  plans,
         whichever is later.

                           (e)  Automobile  Allowance.  The Company will provide
         the  Executive a monthly  automobile  allowance.  This  allowance is to
         compensate the Executive for the use of his personal  automobile in the
         amount of $550.00 per month during the Employment Period.

                           (f)  Other Miscellaneous Benefits.  The Company shall
         pay or reimburse Executive for the following miscellaneous benefits:

                           (i)  Annual  dues  for   association  membership  for
         relevant professional groups.

         (ii) Subscription and purchase of books,  journals,  publications which
         relate to job duties and responsibilities.

              10.     Term of Employment.

                           (a) Term.  The Company  hereby agrees to continue the
         Executive in its employ,  and the Executive  hereby agrees to remain in
         the employ of the Company,  in accordance with the terms and provisions
         of paragraph 3 of this Agreement, for the Period of

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         Employment,  thus terminating on the third anniversary of the Effective
         Date of this Agreement, upon thirty (30) days prior written notice from
         the Company to the Executive.  If such written notice of termination is
         not given,  then the Executive's  employment under this Agreement shall
         continue  under the terms of this  Agreement,  until the  Executive  is
         terminated by the Company upon thirty (30) days prior written notice.

                  (b)      During the Period of Employment .

                                    (i)     The Executive's position, authority,
         duties  and  responsibilities  shall be  commensurate  in all  material
         respects  with those held,  exercised  and  assigned at the time of the
         Effective Date.

                                    (ii)    The Executive's  services  shall  be
         performed at the location which is the headquarters of the Company.

          11.     Termination of Agreement.

                           (a)  Termination of Employment by Employer.  Anything
         in this  Agreement to the contrary  notwithstanding,  the Company shall
         have the following  rights with respect to  termination  of Executive's
         employment.

                                    (i)     At Will.  The Company  may terminate
         Executive's  employment under this Agreement upon the  determination of
         the Board of Directors.

                                    (ii)   Disability. The Company may terminate
         Executive's  employment  under this Agreement if Executive shall become
         unable to fulfill his duties under this  Agreement,  as measured by the
         Company's  usual  business  activities,  by  reason  of  any  medically
         determinable physical and/or mental disability.

                                    (iii)  Cause.  Executive's employment may be
         terminated for Cause. For purpose of the Agreement,  "Cause" shall mean
         and refer to a determination  made in good faith by the Company's Board
         of Directors that:

                                             (1)  Executive has  been  convicted
         of or has entered a plea of guilty or nolo contendere to a felony or to
         any other crime, which other crime is punishable by incarceration for a
         period of one (1) year or longer,  or which is a crime  involving moral
         turpitude;

                                             (2)  there  has   been   a   theft,
         embezzlement, or other criminal misappropriation of funds by Executive,
         whether from Company or any other person;

                                             (3)  Executive   has   failed    or
         refused to follow reasonable written policies or directives established
         by the Board of Directors of the  Company,  or Executive  has failed to
         attend to material  duties or obligations of Executive's  office (other
         than any such failure  resulting  from  Executive's  incapacity  due to
         physical  or  mental  illness,  which  is a cause or  manifestation  of
         Executive's disability),  which failure or refusal continues for thirty
         (30) days

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         following  delivery  of a written  demand from the  Company's  Board of
         Directors for performance to Executive  identifying the manner in which
         Executive  has  failed to follow  such  policies  or  directives  or to
         perform such duties.

                                    (iv)    Termination   pursuant    to    this
         Paragraph 10 shall be effective as of the effective  date of the notice
         by the Board of Directors  to  Executive  that it has made the required
         determination,  or at such other  subsequent  date, if any specified in
         such notice.

                                    (v)     Death. If the  Employee  dies during
         the term of this Agreement,  his personal  representative or designated
         survivor  shall be entitled  to receive all of the salary and  benefits
         provided hereunder for the remaining term of this Agreement.

                  (b)      Termination by Executive.

                                    (i)     With  Good Reason.  Executive  shall
         have the right to terminate his employment  under this Agreement at any
         time for Good Reason,  provided  Executive has delivered written notice
         to the Company which briefly describes the facts underlying Executive's
         belief that "Good Reason" exist and the Company has failed to cure such
         situation  within thirty (30) days after effective date of such notice.
         For purposes of the Agreement, "Good Reason" shall mean and consist of:

                                            (1)     a  material  breach  by  the
         Company of its obligations under this Agreement;

                                            (2)      the assignment to Executive
         of duties that are materially  inconsistent  with, or that constitute a
         material alteration in the status of his  responsibilities set forth in
         this Agreement, as an Executive of the Company;

                                            (3)      a  non-voluntary  reduction
         by the Company of  Executive's  Base  Salary  below the Base Salary set
         forth in Paragraph 4;

                                            (4)     without Executive's consent,
         the transfer or  relocation of  Executive's  place of employment to any
         place other than the Salt Lake City/Provo metropolitan area, except for
         reasonable travel on the business of the Company; or

                                            (5)     upon the  consummation  of a
         sale of all or  substantially  all of the assets of the  Company not in
         the usual or regular  course of the  business  of the  Company in which
         sale the acquiring company did not assume all of the obligations of the
         Company under this Agreement.

                  12.  Confidential  Information.  The Executive shall hold in a
         fiduciary  capacity  for the  benefit  of the  Company  all  secret  or
         confidential information,  knowledge or data relating to the Company or
         any of its affiliated companies and their respective businesses,  which
         have been obtained by the Executive  during the Executive's  employment
         by the Company or any of its  affiliated  companies and which shall not
         be or become public  knowledge  (other than by acts by the Executive or
         representatives of the Executive in violation of this Agreement). For a
         period

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         of five years after termination of the Executive's  employment with the
         Company,  the Executive shall not, without prior written consent of the
         Company  or as may  otherwise  be  required  by law or  legal  process,
         communicate  or  divulge  any such  information,  knowledge  or data to
         anyone other than the Company and those  designated by the Company.  In
         no event shall an asserted  violation of the provisions of this Section
         constitute a basis for deferring or withholding  any amounts  otherwise
         payable to the Executive under the provisions of this Agreement.

           13.             Inventions.

                           (a) Assignment.  Without further  consideration,  the
         Executive  shall  fully and  promptly  report to the Company all ideas,
         concepts, inventions,  discoveries,  formulas, and designs conceived or
         produced by the  Executive at any time during the Period of  Employment
         relating to the  Company's  trade or  business,  whether  alone or with
         others  and   whether   patentable   or   unpatentable   (collectively,
         "Inventions"  pertaining  directly or indirectly to the business of the
         Company as conducted by the Executive at any time during the Employment
         Period)  and shall  assign and hereby does assign to the Company or its
         nominee the Executive's  entire right, title and interest in and to all
         such Inventions.

                           (b)   Cooperation.   The  Executive  shall  take  all
         reasonable  action  requested by the Company to protect or obtain title
         to any and  all  United  States  and/or  foreign  patents  on any  such
         Inventions,  including  execution  and  delivery  of all  applications,
         assignments  and other documents  deemed  necessary or desirable by the
         Company,  provided the Company  shall  reimburse  the Executive for all
         expenses  incurred by the Executive in connection  with such  execution
         and delivery.

                  14.Non-Competition after Termination.

                           (a) Acknowledgment.  The Executive  acknowledges that
         his services and responsibilities  are of a particular  significance to
         the  Company  and that his  position  with  the  Company  does and will
         continue to give him an intimate knowledge of its business.  Because of
         this,  it is important to the Company that the  Executive be restricted
         from competing with the Company in the event of the  termination of his
         employment.

                           (b) Agreement. The Executive agrees that, in addition
         to any  other  limitations,  for a period  of two (2)  years  after the
         termination of his employment under this Agreement,  the Executive will
         not directly or indirectly compete with the Company or its business.

                  15.  Severance Pay.  Except in the case of (1) termination for
         Cause under  Paragraph  11(a)(iii)  above or (2) upon 30 days notice at
         the end of the Period of Employment  under Paragraph 9(a) above, if the
         Executive  does not  continue  in the employ of the  Company  after the
         termination of this Agreement,  whether or not the Executive is offered
         continued employment by the Company, Company shall pay to Executive, no
         later than two months after  termination,  the sum of one year's annual
         base salary and options  will  continue to vest as per the schedule set
         forth in paragraph 7(d) above.  The Executive  shall not be required to
         mitigate  the amount of the  payment  provided  for in this  section by
         seeking other employment or otherwise; nor shall the

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         amount of the  payment  be reduced  by any  compensation  earned by the
         Executive  as the  result  of  employment  by  another  employer  after
         termination or otherwise.

                  16.  Indemnification.  Subject to the Company's Certificate of
         Incorporation, Articles, and By-Laws, as from time to time amended, the
         Company  shall  release,  indemnify  and hold  harmless  the  Executive
         against and from any and all loss, claims,  actions or suits, including
         costs and attorney's fees, both at trial and on appeal, resulting from,
         or arising out of or in any way connected with the Executive's  acts as
         an Executive of the Company. The Company shall keep in effect directors
         and officers liability insurance  comparable to the policy in effect as
         of the Effective Date.

                  17. Miscellaneous. Any notice or other communications required
         or permitted to be given to the parties  hereto shall be deemed to have
         been  given  when  received,  addressed  as  follows ( or at such other
         address as the party addressed may have  substituted by notice pursuant
         to this Section):

                  (a)      If to the Company:

                                    3280 North Frontage Road
                                    Lehi, Utah  84043
                                    Attention: Compensation Committee Chairman


                  (b)      If to Executive:

                                    Kirk A. Benson
                                    4184 West Alpine Cove Drive
                                    Alpine, Utah  84004

                  18.      Governing Law.  This Agreement  shall in all respects
         be  interpreted,  construed and governed by and in accordance  with the
         laws of the State of Utah.

                           IN WITNESS  WHEREOF,  the parties have  executed this
         Agreement in duplicate as of the date written above.

         Covol Technologies Inc.:                      Executive:




By:      /s/ Raymond Weller                            /s/ Kirk A. Benson
Name:    Raymond Weller                                Kirk A. Benson
Title:   Compensation Committee / Director


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