EMPLOYMENT AGREEMENT

                                 By and Between

                            COVOL TECHNOLOGIES, INC.

                                       And

                                 Steven R. Brown

                                 Effective as of

                                 January 1, 1999



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                              EMPLOYMENT AGREEMENT

         THIS  EMPLOYMENT  AGREEMENT  (this  Agreement")  is effective as of the
first  day  of  January,  1999  (the  "Effective  Date")  by and  between  COVOL
TECHNOLOGIES,  INC. a Delaware Corporation (the "Company"),  and Steven R. Brown
("Employee").  The Company and Employee are  sometimes  later in this  Agreement
collectively referred to as the "Parties."

                                    RECITALS

         This Agreement is entered into with  reference to the following  facts,
definitions, and objectives:

         A.       Employee  is  Senior  Vice   President  of   Engineering   and
                  Development  and  immediately  prior to  Effective  Date,  was
                  employed by the Company as a Vice President.

         B.       Employee's  services  are deemed to be of value to the Company
                  and it is  recognized  that  inducements  must be  offered  to
                  Employee  in order  that the  company  may  retain  Employee's
                  services.


         NOW THEREFORE,  in consideration of this Agreement and of the covenants
and conditions contained in this Agreement, the Parties agree as follows:

         1.       Employment and Positions.  The Company  employs  Employee  and
                  Employee  accepts  employment  by the Company as an officer of
                  the  Company  with the  title of  "Senior  Vice  President  of
                  Engineering  and  Development"  for the  Period of  Employment
                  specified  in  Paragraph  3  ("Period  of  Employment").  Such
                  position   and   title    including    related    duties   and
                  responsibilities  may be  changed  during  the  term  of  this
                  contract  provided that such Employee  continues as an officer
                  and provided  further that  compensation  for services are not
                  reduced due to such title and/or position change.

         2.       Services to  be  Rendered.  The  Employee  shall,  during  the
                  Period of  Employment,  serve the Company in the positions set
                  forth in Paragraph 1 ("Employment and Positions")  diligently,
                  competently, and in conformance with the corporate policies of
                  the Company.  Employee 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 as an officer
                  or employee of Covol Technologies, Inc. remain the property of
                  Company. In fulfilling his duties and  responsibilities  under
                  this Agreement,  Employee shall report to the President of the
                  Company.

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         3.       Period of  Employment.  Employee'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.  At the commencement of the Period of Employment,
                  Employee shall be paid a base salary of $100,000 for the first
                  year, $130,000 for the second year, and $135,000 for the third
                  year,  during the Period of  Employment.  Base salary shall be
                  paid in equal semi monthly  installments  during the Period of
                  Employment.

         5.       Incentive Bonus. During the Period of Employment, the Employee
                  shall be entitled to receive a bonus pursuant to the Company's
                  bonus  plan,  if any,  as in effect  from time to time.  It is
                  recognized  that a bonus plan, if any, is  established  at the
                  discretion  of the Company and may be subject to variables and
                  conditions    including   income   performance   and   general
                  performance evaluations.

         6.       Expense  Reimbursement.  The  Employee  shall be  entitled  to
                  prompt  reimbursement for reasonable  expenses incurred by the
                  Employee in  performing  services  for the  Company.  Employee
                  shall be required to provide proof and  documentation  of such
                  expenditures as required by the Company.

         7.       Grant of  Options.  The Company may grant from time to time to
                  the Employee,  in accordance  with the terms of a stock option
                  agreement,  the right and  option  to  purchase  shares of the
                  Company's Common Stock .

                  (a)      Stock  Options  Pursuant to Stock  Option  Plan.  Any
                           Stock Options ("Stock Option") issued shall be issued
                           pursuant and subject to the provisions of the Company
                           Employee  Stock Option Plan (the "Stock Option Plan")
                           or as approved by the Board of  Directors.  Number of
                           options, purchase price, exercise periods and vesting
                           requirements  shall be included  in the stock  option
                           document.

                  (b)      Vesting of  Options in  Event of  Full  and  Complete
                           Disability  or  Death.  In the  event of the full and
                           complete  disability or the death of the employee any
                           unvested Stock Options shall vest effective as of the
                           date of the full and complete disability or the death
                           of  Employee.  In the  event of  Employee's  full and
                           complete disability or death, the Employee,  heirs or
                           estate of Employee,  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.

                  (c)      Vesting of Options in Event of Ownership Change.   In
                           the event of a
                          
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                           change in control, all non-vested Stock Options shall
                           vest immediately  prior to such change in control.  A
                           change in control shall be deemed to have taken place
                           if,  as  the  result  of  a  tender  offer,   merger,
                           consolidation,  sale of  substantially  all assets, a
                           third party purchase of a controlling interest of the
                           total  outstanding  shares of the Company,  contested
                           election,   or  any   combination  of  the  foregoing
                           transactions,  the persons who were  directors of the
                           Company  immediately  before  the  transaction  shall
                           cease  to  constitute  a  majority  of the  board  of
                           directors  of the  Company  or any  successor  to the
                           Company.  The intent of this  section is to allow the
                           Employee to exercise  any  unexecuted  options at the
                           Employees discretion.

         8.       Other  Benefits.  In addition to the benefits  previously  set
                  forth in this Agreement,  Employee shall, during the Period of
                  Employment,  be entitled to the benefits  described below, and
                  as concerns all such benefit  programs  where years of service
                  are a factor,  to the extent permitted by law,  Employee 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, Employee
                           shall be  entitled to not less than four (4) weeks of
                           paid vacation  during each  calendar  year  occurring
                           during the Period of Employment.  Any unused vacation
                           will,  at the  Company's  option,  be paid for by the
                           Company  at the end of each  calendar  year,  or will
                           carry  forward  from year to year until  taken by the
                           Employee or paid the  Employee by the  Company.  Upon
                           termination  of  Employee's   employment  under  this
                           Agreement,  Employee  shall  be paid  for any  unused
                           vacation  in  the  year  in  which  the   termination
                           occurred,   proportionate   to  the  amount  of  time
                           employed that year.

                  (b)      Sick  Leave.  Leave  time  will  be  granted  to  the
                           Employee 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 insurance  currently  available to
                           other  employee's  as the  same  may be  implemented,
                           changed,  modified or terminated for all participants
                           from time to time.  Employee shall be required to pay
                           that portion of the premiums for coverage  under such
                           insurance  that is payable by other  employees of the
                           Company for their insurance coverage.

                  (d)      Retirement Plan.  The Employee  shall participate  in
                           the Company's Retirement Plans in accordance with the
                           terms and provisions and

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                           applicable  laws  as the  same  may  be  implemented,
                           changed,  amended,  or terminated  from time to time.
                           Employee shall become  eligible to participate in the
                           Company's  Retirement  Plans at date of hire or as of
                           the  effective  date  of the  implementation  of such
                           plans, whichever is later.

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

                  (f)      Disability Insurance. The Company shall reimburse the
                           Employee for  disability  insurance that is currently
                           being paid by the  Employee  until such time that the
                           Company implements a disability insurance program for
                           which the employee would be covered.

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

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

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

                           Employee  shall obtain  authorization  for payment or
                           purchases  referred to in (i) and (ii) above from the
                           chief   financial   officer  of  the  Company  before
                           incurring such costs.

         9,       Terms of Employment.

                  (a)      Term.  The Company  hereby  agrees  to  continue  the
                           Employee  in its  employ,  and  the  Employee  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  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
                           Employee.  If such written  notice of  termination is
                           not given, then the Employee's  employment under this
                           Agreement  shall  continue  under  the  terms of this
                           Agreement,  until the Employee is  terminated  by the
                           Company upon thirty (30) days prior written notice.

                  (b)      During  the  Period  of  Employment.  The  Employee's
                           services shall be performed at the location where the
                           Employee was employed immediately

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                           preceding the  Effective  Date or at any office which
                           is the headquarters of the Company.

         10.      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 Employee's employment.

                           (i)      Disability.   The  Company   may   terminate
                                    Employee's  employment  under this Agreement
                                    if Employee  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.

                           (ii)     Cause.    Employee'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)     Employee  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; or

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

                                    (3)     Employee has willfully  failed or to
                                            follow  reasonable  written policies
                                            or  directives  established  by  the
                                            Board  of  Directors  or  the  Chief
                                            Executive Officer of the Company, or
                                            Employee  has  willfully  failed  to
                                            attend   to   material   duties   or
                                            obligations  of  Employee's   office
                                            (other   than   any   such   failure
                                            resulting from Employee's incapacity
                                            due to physical  or mental  illness,
                                            which is a cause or manifestation of
                                            Employee's    disability),     which
                                            failure  or  refusal  continues  for
                                            thirty (30) days following  delivery
                                            of  a   written   demand   from  the
                                            Company's  Chief  Executive  Officer
                                            for    performance    to    Employee
                                            identifying   the  manner  in  which
                                            Employee  has failed to follow  such
                                            policies or directives or to perform
                                            such duties.

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

                           (iv)     Death. If Employee dies during the Period of
                                    Employment,  Employee's  employment shall be
                                    terminated  effective  as of the  end of the
                                    calendar month during which Employee died.

         (b)      Termination by Employee.

                  (i)      With Good  Reason.  Employee  shall have the right to
                           terminate his employment  under this Agreement at any
                           time for Good Reason, provided Employee has delivered
                           written notice to the Company which briefly describes
                           the facts  underlying  Employee's  belief  that "Good
                           Reason"  exists  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  Employee of duties that
                                    are  materially  inconsistent  with, or that
                                    constitute  a  material  alteration  in  the
                                    status of his  responsibilities set forth in
                                    Paragraph  1  of  this   Agreement,   as  an
                                    employee of the Company;

                           (3)      a  reduction  by the  Company of  Employee's
                                    Base Salary  below the Base Salary set forth
                                    in Paragraph 5 ("Base Salary");

                           (4)      without  Employee's  prior written  consent,
                                    the  transfer or  relocation  of  Employee'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 a change of control as defined in  Paragraph
6(c) above.


         11.      Confidential  Information.   The  Employee  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 has been obtained by the Employee
                  during the Employee's

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                  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 Employee or  representatives of the Employee in
                  violation  of  this  Agreement).   After  termination  of  the
                  Employee's  employment  with the Company,  the Employee  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 Employee under the provisions
                  of this Agreement.

         12.        Inventions.

                  (a)      Assignment.   Without   further   consideration,  the
                           Employee  shall  fully  and  promptly  report  to the
                           Company all ideas,  writings,  concepts,  inventions,
                           discoveries,    formulas,   designs,   and   know-how
                           conceived  or  produced  by the  Employee at any time
                           during  the  Period  of  Employment  relating  to the
                           Company's  trade or business,  whether  alone or with
                           others and  whether or not  patentable  or subject to
                           copy or service  rights or  trademark  (collectively,
                           "Inventions" pertaining directly or indirectly to the
                           business of the Company as  conducted by the Employee
                           at any time during the  Employment  Period) and shall
                           assign and hereby  does  assign to the Company or its
                           nominee  the  Employee's  entire  right,   title  and
                           interest in and to all such Inventions.

                  (b)      Cooperation.  The Employee  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
                           Employee for all expenses incurred by the Employee in
                           connection with such execution and delivery.

         13.      Non-Competition after Termination.

                  (a)      Acknowledgment.  The Employee  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
                           Employee  be  restricted   from  competing  with  the
                           Company  in  the  event  of  the  termination  of his
                           employment.

                  (b)      Agreement.  The Employee agrees that, in  addition to
                           any other

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                           limitations,  for a period of two (2) years after the
                           termination of his employment  under this  Agreement,
                           the Employee will not directly or indirectly  compete
                           with the Company or its business.

         14.      Severance  Pay.  Except   for  termination  for   Cause  under
                  Paragraph  10(a)(ii)  above, if the Employee does not continue
                  in the employ of the  Company  after the  termination  of this
                  Agreement,  whether or not the  Employee is offered  continued
                  employment by the Company,  Company shall pay to Employee,  no
                  later than thirty (30) days, the sum of one year's annual base
                  wages.  The  Employee  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 amount of the
                  payment be reduced by any compensation  earned by the Employee
                  as  the  result  of  employment  by  another   employer  after
                  termination or otherwise.

         15.      Indemnification.  Subject  to  the  Company's  Certificate  of
                  Incorporation,   as  amended,   the  Company  shall   release,
                  indemnify and hold harmless the Employee  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 Employee's
                  acts as an employee of the Company.

         16.      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: President and CEO

                  (b)      If to Employee:

                           Steven R. Brown
                           1681 North 400 East
                           Orem, Utah  84097

         17.      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.

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                  Effective the first day of January, 1999.


Covol Technologies, Inc.:                      Employee


--------------------                           -------------------
By:                                            Steven R. Brown
Title:                                         Date:
Date:

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