THIS NOTE MAY ONLY BE SOLD,  ASSIGNED OR  OTHERWISE  TRANSFERRED  TO AN
         "ACCREDITED  INVESTOR," AS DEFINED IN RULE 501(a)(1),  (2) OR (3) UNDER
         REGULATION D OF THE  SECURITIES ACT OF 1933.  NOTWITHSTANDING  ANYTHING
         CONTAINED  HEREIN TO THE CONTRARY,  WITHOUT THE WRITTEN  CONSENT OF THE
         COMPANY,  THIS NOTE  SHALL NOT BE  HYPOTHECATED  OR BROKEN UP INTO MORE
         THAN ONE NOTE AND THERE SHALL ONLY BE ONE NOTEHOLDER.

                        SECURED DRAW DOWN PROMISSORY NOTE


Not to Exceed $4,000,000.00

                                                                      Lehi, Utah
                                                                   June 12, 1998


         FOR VALUE RECEIVED,  COVOL TECHNOLOGIES,  INC., a Utah corporation (the
"Company"), hereby promises to pay to the order of TRANS PACIFIC STORES, LTD., a
Hawaiian corporation (the "Lender"), at 555 Zang Street, Suite 300, Lakewood, CO
80228,  or at such other  place as the  Lender  may  designate  in  writing,  in
accordance  with Section 2 of this Note,  the maximum  principal  amount of Four
Million Dollars ($4,000,000.00), or such lesser amount as is advanced, in lawful
money of the United States,  with interest thereon to accrue pursuant to Section
of this Note.

         1. Undefined  Terms. All terms not defined in this Note are used as set
forth in the Security Agreement of even date between the parties.

         2. Maturity Date.  Interest on the outstanding  principal balance shall
accrue at a rate  equal to  eighteen  percent  (18%) per  annum  (the  "Interest
Rate").  Interest  shall be  calculated  on the basis of a 365-day  year and the
actual number of days elapsed.  On the four-month  anniversary of this Note, the
Interest Rate shall be adjusted to twenty-two percent (22%) per annum, until the
Loan, including all principal and interest has been paid in full. Interest shall
accrue on the  unadvanced  portion of the maximum  principal  amount,  including
amounts paid by the Company as partial repayment of the Loan, at the rate of one
percent  (1%) per annum  until the Loan is paid in full.  The  unpaid  principal
amount owing and any and all interest due hereunder  shall be due and payable in
full on or before twelve months following execution of this Note. Interest shall
accrue on this Note as set forth in this Section  until the principal is paid in
full.

         3.  Payment of  Interest.  Interest  due  hereunder  shall be paid on a
quarterly basis.

         4. Advances. Principal of this Note shall be increased incrementally as
advances are made following Draw Requests (as defined below) submitted  pursuant
to the procedure  set forth in the  remainder of the section.  The Company shall
request each advance of principal with respect to this Note by delivering to the
Lender a written draw request ("Draw Request") for advance, the form of which is
attached as Exhibit A, not less than two (2) business days prior to the date on

<PAGE>

which the advance is requested to be made.  No Draw  Requests can be made by the
Company after the four-month  anniversary of this Note.  Each Draw Request shall
be signed by any one of the  following  officers of the Company:  Brent M. Cook,
Stanley M. Kimball,  Steven G. Stewart,  Asael T. Sorensen or Harlan M. Hatfield
or such other person as the Company may designate  from time to time.  Each such
request shall  specify the proposed  date of the advance and the amount  thereof
and shall contain a  certification  (i) that the Company is not in default under
the Note or the  Security  Agreement  and (ii)  that no  event  which,  with the
passage of time or the giving of notice,  or both,  would give rise to a default
has occurred and is continuing.  The Lender shall fund,  within such two (2) day
period,  the amounts  requested in such Draw Request  unless an uncured Event of
Default  exists.  Each  advance,  the  date  thereof  and the  then  outstanding
principal amount of the Note, as evidenced by the Lender's  signature,  shall be
recorded by the Lender in Schedule A attached hereto.

         5.  Prepayment.  The Company  shall have the right to prepay all or any
portion of the Note prior to  maturity  without  the  payment of any  prepayment
penalty.  Any payments made prior to the maturity date of the Note, as set forth
in Section 3, shall be credited  first against the unpaid  interest due, with no
payments  being applied to principal  until the accrued  interest has been fully
paid.

         6.  Security.  As  security  for the  obligations  under the Note,  the
Company shall,  pursuant to a separate  Security  Agreement,  dated of even date
herewith, (the "Security Agreement"), by and between the Lender and the Company,
grant,  convey,  and assign to the Lender a security  interest in the following:
(i) For  $2,200,000  outstanding  at any time,  the  Collateral  is a continuing
interest in that certain  promissory note as amended  ("Promissory  Note") dated
August 1996,  between the Company and Gerald M. Larson;  and (ii) The Collateral
for  amounts  in  excess  of  $2,200,000  up to an  additional  $1,800,000  is a
continuing  interest in future cash flows payable to the Company pursuant to the
agreement  between A.T. Massey ("Massey") and the Company dated December 4, 1997
for the  construction,  operation  and sale of two  360,000 ton  synthetic  fuel
manufacturing  facilities.  The  Company  agrees to take any and all  reasonable
steps  required by the  Lender,  to  protect,  evidence,  give effect to or give
notice of  Lender's  security  interest,  and shall pay all costs in  connection
therewith.  Notwithstanding  the  foregoing,  recourse by the Lender against the
Company is not limited to the  Collateral,  and the Company will be  responsible
for the entire Loan obligation, including principal and interest.

         7. Usury  Laws.  Notwithstanding  anything  to the  contrary  contained
herein or in the Security Agreement,  all agreements between the Company and the
Lender  are  hereby  expressly  limited  so  that  in no  contingency  or  event
whatsoever  shall the total  liability  for  payments in the nature of interest,
additional  interest,  and other charges exceed the applicable limits imposed by
the usury laws of the State of Utah.  If any payments in the nature of interest,
additional  interest,  or other  charges  made  hereunder  or under the Security
Agreement are held to be in excess of the applicable limits imposed by the usury
laws of the  State of Utah,  it is  agreed  that any such  amount  held to be in
excess shall be considered payment of principal hereunder, and the indebtedness

<PAGE>

evidenced  hereby  shall ipso facto be reduced by such  amount so that the total
liability for payments in the nature of interest, additional interest, and other
charges shall not exceed the applicable  limits imposed by the usury laws of the
State of Utah,  in  compliance  with the  desires of the Company and the Lender.
This provision shall never be superseded or waived and shall control every other
provision  of this Note and all  agreements  between  the  Company and Lender or
Lender's successors or assigns.

         8. Default.  For purposes of this Note, the occurrence of the following
shall  constitute an "Event of Default" which shall permit the Lender to declare
all principal of and interest on this Note to be immediately due and payable:

                  (a) Any petition is filed by or against the Company  under any
                  law pertaining to  reorganization,  insolvency or rescheduling
                  of debts which is not  dismissed  within  thirty (30) days, or
                  the Company makes an  assignment  for the benefit of creditors
                  or admits in writing its inability to pay its debts  generally
                  as they become due;

                  (b) Any  material  garnishment,  attachment  or levy is issued
                  against the Collateral by any party other than Lender; or

                  (c) Any  default  occurs  in  payment  or  performance  of any
                  obligations of the Company,  or any breach of a representation
                  or warranty of the Company,  under the provisions of this Note
                  or the Security  Agreement,  executed in connection  herewith;
                  provided,  however,  that any such default shall not be deemed
                  an Event of Default until the Company  receives written notice
                  of such  event  and the  Company  fails to cure  such  default
                  within thirty (30) days after receipt of such notice.

         9.  Acceleration,  Waiver.  Upon the  occurrence of an uncured Event of
Default, the Lender may declare this Note immediately due and payable.

         10. Immunity of Officers, Directors and Employees. No recourse shall be
had for the payment of the  principal  or interest on this Note or for any claim
based thereon or otherwise in any manner in respect  thereof,  to or against any
officer,  director or employee of the  Company,  either  directly or through the
Company, whether by virtue of any constitutional provision or statute or rule of
law, or by the enforcement of any assessment or penalty, or in any other manner,
all such liability being expressly waived and released by the acceptance of this
Note and as part of the consideration for the issue thereof.

         11.  Securities  Laws.  This  Note has not been  registered  under  the
Securities  Act of 1933,  as amended (the  "Act"),  or  registered  or otherwise
qualified for sale under the securities laws of any state. The Lender by receipt
of this Note  acknowledges  that it and all of its equity owners are "accredited
investors" within the meaning of Regulation D of the Act and that the Lender has
reviewed the public filings with the Securities and Exchange  Commission ("SEC")
of the Company,  and has otherwise had the  opportunity  to ask questions of the
Company regarding its business activities.

<PAGE>

         12. Notices.  All notices required to be given under this Note shall be
in writing and shall be  personally  delivered  or sent by  regular,  express or
certified  first-class  mail or express  mail,  or by express  courier,  charges
prepaid  or  incurred  for the  account of the  sender.  Such  notices  shall be
addressed to the addresses as set forth in the Security Agreement.

         13.  Necessary  Documents.  Each of the  parties  agrees to execute and
provide,  at the request of the other  parties,  any and all other  documents or
other necessary written instruments as may be reasonable necessary to effectuate
the purposes of this Note.

         14.  Governing  Law.  This Note  shall be  construed  and  enforced  in
accordance with, and the rights of the parties shall be governed by, the laws of
the State of Utah.

         IN WITNESS  WHEREOF,  the Company has executed this Note as of the date
first written above.


                                            COVOL TECHNOLOGIES, INC.

                                            By: /s/ Stanley M. Kimball 
                                               ---------------------------
                                            Title:   CFO      

                                            Address:
                                            3280 N. Frontage Road
                                            Lehi, Utah 84043
                                            (801) 768-4481

ATTEST:

By:/s/ Asael T. Sorensen, Jr.
   -----------------------------
Name: Asael T. Sorensen, Jr.
Title: Secretary

<PAGE>

                                   SCHEDULE A

                                   Draw Record

====================== ================ ===================== ==================
                                                                  Outstanding   
                                                                   Principal
 Amount of Advance(1)  Date of Advance   Signature of Lender        Amount ($)
---------------------- ---------------- --------------------- ------------------

---------------------- ---------------- --------------------- ------------------

---------------------- ---------------- --------------------- ------------------

---------------------- ---------------- --------------------- ------------------

---------------------- ---------------- --------------------- ------------------

---------------------- ---------------- --------------------- ------------------

---------------------- ---------------- --------------------- ------------------

---------------------- ---------------- --------------------- ------------------

---------------------- ---------------- --------------------- ------------------

---------------------- ---------------- --------------------- ------------------

---------------------- ---------------- --------------------- ------------------

---------------------- ---------------- --------------------- ------------------

---------------------- ---------------- --------------------- ------------------

---------------------- ---------------- --------------------- ------------------

---------------------- ---------------- --------------------- ------------------

---------------------- ---------------- --------------------- ------------------

---------------------- ---------------- --------------------- ------------------

---------------------- ---------------- --------------------- ------------------

---------------------- ---------------- --------------------- ------------------

---------------------- ---------------- --------------------- ------------------

====================== ================ ===================== ==================

<PAGE>

                                   EXHIBIT "A"

                              DRAW REQUEST NO. ___

                           NOT TO EXCEED $4,000,000.00



TO:      TRANS PACIFIC STORES, LTD. (the "Lender")


         This Draw Request is made pursuant to Section 3 of that certain Secured
Draw Down  Promissory  Note dated June 12, 1998 (the  "Note").  Lender is hereby
directed to advance  funds for payment of the expenses and capital  costs of the
Company  as defined  in that  certain  Security  Agreement  dated June 12,  1998
between Lender and the undersigned (the "Security Agreement") as follows:

------------------- -------------------------- --------------------------------
  Company/Payee         Purpose of Payment                Amount
------------------- -------------------------- --------------------------------

------------------- -------------------------- --------------------------------

------------------- -------------------------- --------------------------------

------------------- -------------------------- --------------------------------

------------------- -------------------------- --------------------------------

------------------- -------------------------- --------------------------------

------------------- -------------------------- --------------------------------
------------------- -------------------------- --------------------------------
                                               TOTAL 
------------------- -------------------------- --------------------------------

         The  obligation  for which  such  payment  is  requested  was  properly
incurred,  is a proper  expense or capital  cost of the Company and has not been
the basis of a previous advance.  Covol  Technologies,  Inc., is not on the date
hereof  in  default  of any of its  representations,  warranties  and  covenants
contained in the Note or in the Security Agreement.

                            COVOL TECHNOLOGIES, INC.



Dated: __________, 1998                     By:______________________________