AMENDED AND RESTATED AGREEMENT
                        CONCERNING ADDITIONAL FACILITIES

THIS  AMENDED AND  RESTATED  AGREEMENT  CONCERNING  ADDITIONAL  FACILITIES  (the
"Agreement"),  is made and entered  into as of December  12, 1997 by and between
PacifiCorp Syn Fuel,  L.L.C., an Oregon limited  liability company ("PSF"),  and
Covol Technologies, Inc., a Delaware corporation ("Covol").

         WHEREAS, PSF entered into six (6) separate Standard Form of Agreements,
dated  as  of  December  31,  1996  (individually  referred  to  as a  "Facility
Agreement" and collectively referred to as the "Facility  Agreements"),  between
Owner and Design/Builder  with a qualified  contractor  ("Contractor"),  for the
construction of six (6) coal fines  agglomeration  facilities  within the United
States,  each to have a  production  capacity  of up to  50,000  tons per  month
(individually  referred to as a "Facility" and  collectively  referred to as the
"Facilities").

         WHEREAS,  in connection  with  entering  into the Facility  Agreements,
Covol granted to PSF a license for the coal extruding and briquetting technology
in connection  with each Facility on the terms and  conditions  set forth in the
original Agreement Concerning  Additional  Facilities,  dated as of December 31,
1996, which was amended and restated on July 7, 1997 (the "Original  Agreement")
and Covol agreed to sell to PSF the proprietary binder material  manufactured by
Covol for use in the operation of each Facility.

         WHEREAS,  PSF and  Covol  desire  to amend  and  restate  the  Original
Agreement pursuant and in accordance with the terms hereof.

         NOW, THEREFORE,  in consideration of the foregoing premises, the mutual
covenants  and  agreements  hereinafter  set forth,  and other good and valuable
consideration,  the receipt and sufficiency of which is hereby acknowledged, PSF
and Covol agree as follows:

         Section 1  Definitions.

                  "Coal Briquetting Technology" means all intellectual property,
inventor's  certificates  and  applications  therefor,   printed  and  unprinted
technical  data,  know-how,  trade secrets,  copyrights  and other  intellectual
property rights, inventions, discoveries, techniques, works, processes, methods,
plans, software, designs, drawings, schematics,  specifications,  communications
protocols, source and object code and

* Confidential  material has been omitted from this Exhibit and filed separately
with the Securities and Exchange Commission (the "Commission).

<PAGE>

modifications,  test procedures, program cards, tapes, disks, algorithms and all
other scientific or technical information in whatever form relating to, embodied
in or used in the proprietary  process to produce synthetic coal fuel extrusions
and  briquettes  from  waste  coal  dust,  coal  fines  and other  similar  coal
derivatives, and the proprietary binder material used in manufacturing synthetic
coal fuel  extrusions and briquettes  from waste coal dust, coal fines and other
similar coal derivatives,  in each case owned or controlled by Covol, to include
such  information  in  existence  as of the  date of this  Agreement  as well as
related  information  later  developed  by Covol;  provided,  however,  that the
defined term "Coal  Briquetting  Technology"  shall not include the  proprietary
process  developed by Covol to produce  synthetic coke extrusions and briquettes
from coke breeze or any  technology for other than the processing and production
of synthetic coal fuel extrusions and briquettes.

                  "Commencement Date" has the meaning  set forth in the  Section
3.1 hereof.

                  "Commercial  Use"  means  any  usage of the  Coal  Briquetting
Technology for commercial exploitation and any other usage to which Covol grants
prior written consent.

                  "Competing Project" has the  meaning set forth in the  Section
2.1 hereof.

                  "Covol" has the meaning set forth in the preamble.

                  "Contractor" has the meaning set forth in the preamble.

                  "Designation Notice" has the  meaning set forth in the Section
2.1 hereof.

                  "Excepted Project" has  the meaning set forth in  the  Section
2.1 hereof.

                  "Facility" and "Facilities" has  the meaning  set forth in the
preamble.

                  "Facility Agreement" and "Facility Agreements" has the meaning
set forth in the preamble.

                  "Facility Assignment" has the meaning set forth in the Section
13 hereof.

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<PAGE>

                  "Improvements"  has the  meaning  set forth in the Section 2.3
hereof.

                  "Notice of Competing Project" has the meaning set forth in the
Section 2.1 hereof.

                  "Prior  Restricted  Areas"  has the  meaning  set forth in the
Section 2.1 hereof.

                  "PSF" has the meaning set forth in the preamble.

                  "Royalty" has the meaning set forth in the Section 3.2 hereof.

         Section 2 License Grant.

                  2.1 General; Agreement Concerning Exclusivity.  Subject to the
terms  and  conditions  of  this  Agreement,  Covol  hereby  grants  to PSF  and
guarantees  to  PSF a  license  to  use  the  Coal  Briquetting  Technology  for
Commercial Use with each Facility,  including a license to make,  have made, use
and sell or otherwise transfer products which embody, use or have been developed
or  manufactured  with the Coal  Briquetting  Technology.  Set forth on attached
Schedule  2.1 is a list of those  geographical  areas in which Covol has limited
its ability to grant further  licenses of the Coal  Briquetting  Technology (the
"Prior Restricted  Areas").  Until the earlier of (i) December 31, 1997, or (ii)
the designation by PSF of the sites for all six of the  Facilities,  Covol shall
not agree to further  material  restrictions  to its  ability to grant  licenses
(i.e.,  a restriction  upon  granting an exclusive  site to any person or entity
within a radius of ten miles or more of any site) without retaining an exception
for projects to be developed by PSF pursuant to the terms hereof.  Each time PSF
designates  by  written  notice to Covol the  specific  site for a  Facility  (a
"Designation  Notice"),  Covol  shall  inform  PSF in  writing  (the  "Notice of
Competing  Projects")  within ten (10) days of the  receipt  of the  Designation
Notice of any other coal agglomeration projects being developed, or related coal
fines  acquisition  programs,  within a one  hundred  (100) mile  radius of such
Facility (the "Competing Projects").  The Notice of Competing Projects shall set
forth the (i) site of the Competing Project,  (ii) the operating capacity of the
Competing Project,  (iii) the source of fines of the Competing Project, (iv) the
expected date of  commencement  of  operations of the Competing  Project and (v)
whether the Competing Project will be owned twenty-five percent (25%) or more by
the owner or supplier of the coal fines expected to be used in connection

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<PAGE>

with  such  Competing  Project  (a  "Source  Sponsored  Project").  If there are
Competing  Projects  being  developed,  PSF may,  within twenty (20) days of the
receipt of notice from Covol, rescind such designation and designate a different
site  on a  later  date.  With  respect  to  each  Facility  for  which  PSF has
irrevocably designated by written notice to Covol the specific site thereof, PSF
shall  have a right of first  refusal to  develop  any other coal  agglomeration
projects proposed to be developed,  or related coal fines acquisition  programs,
within  (i) a ten  (10)  mile  radius  of  any  Facility  located  east  of  the
Mississippi River, or (ii) a fifty (50) mile radius of any Facility located west
of the Mississippi  River;  provided  however,  that such right of first refusal
shall not apply to Source Sponsored Projects.

                  2.2 Know-How and  Assistance.  To enable PSF to benefit  fully
from the license of the Coal Briquetting Technology,  Covol shall provide access
to all relevant documentation,  drawings,  engineering  specifications and other
know-how in its possession, reasonable access to its employees or agents who are
familiar with the Coal  Briquetting  Technology,  and  Improvements  to the Coal
Briquetting  Technology,  as defined  in Section  2.3,  and shall  provide  such
technical advice with regard to the Coal Briquetting Technology as is reasonably
requested by PSF and relevant to the provisions of this Agreement.

                  2.3 Improvements.  Covol shall notify PSF of any improvements,
variations or modifications  ("Improvements") made on or to the Coal Briquetting
Technology   promptly  after  such   Improvements  are  made  by  it.  The  term
"Improvements"  shall  include  changes that reduce  production  costs,  improve
performance,  broaden  applicability  or increase  marketability.  Covol  hereby
grants to PSF a license  (such license to become  exclusive in  accordance  with
Section 2.1 hereof) to utilize the  Improvements  made by it for Commercial Use,
including to make, have made, use, and sell or otherwise  transfer products that
utilize  any such  Improvements  subject to the terms of this  Agreement.  It is
mutually  understood and agreed that all  Improvements  provided to PSF by Covol
shall remain the sole and exclusive  property of Covol.  This Agreement does not
contemplate  any  jointly  developed  Improvements.  All  rights to any  jointly
developed  Improvements  shall be  subject  to the  terms  and  conditions  of a
separate  written  agreement  between  PSF  and  Covol  entered  into  prior  to
undertaking any joint development.

                                        4
<PAGE>

                  2.4  Confidentiality.  PSF hereby  agrees not to disclose  the
Coal  Briquetting  Technology,  except to its agents,  employees,  directors  or
representatives who have a need to know about such technology in connection with
the  operation  and   maintenance  of  the  Facilities  and  the  sale  of  coal
briquettes/extrusions produced by the Facilities; provided, however, information
which (i) becomes generally  available to the public other than as a result of a
disclosure by PSF or its agents, employees,  directors or representatives,  (ii)
was  available  to PSF  on a  non-confidential  basis  prior  to its  disclosure
pursuant  to  the  terms  hereof,  or  (iii)  becomes  available  to  PSF  on  a
non-confidential basis from a source other than Covol, provided that such source
is not known by PSF or its agents, employees, directors or representatives to be
prohibited  from  transmitting  the  information  to PSF by any  confidentiality
agreement with Covol or by any other contractual,  legal or fiduciary obligation
shall not be subject to the terms of this Section 2.4.

         Section 3  License Fees and Royalty.

                  3.1 License  Fees.  PSF shall pay a base  license fee to Covol
equal to $500,000 for each  Facility as each such  Facility is  constructed  and
commences  normal  production  operations  (after any applicable  testing period
under  the  applicable   Facility   Agreement,   such  commencement   date,  the
"Commencement  Date");  provided,  however,  that with  respect to any  Facility
located  within a one-half mile radius of the location of either (i) the Alabama
Project (to be owned by Birmingham Syn Fuel,  L.L.C.) or (ii) any other Facility
hereunder,  only one base  license fee shall be paid (in the case of the Alabama
Project, by Birmingham Syn Fuel,  L.L.C.).  PSF shall pay Covol the base license
fee for each  Facility  for  which a base  license  fee is due  within  five (5)
Business Days after the  Commencement  Date of the applicable  Facility.  If, by
reason of the proviso in the second  preceding  sentence,  a base license fee is
not paid for a Facility and, within five (5) years of the  Commencement  Date of
the most recently completed Facility at such site, one or more of the Facilities
is removed  to a  location  outside of the  original  one-half  mile  radius for
operations  under this  Agreement,  then PSF shall be  obligated to pay the base
license fee for each Facility at such original site with respect to which it had
not  previously  paid a base license fee, such base license fee to be payable on
the date of such removed plant commences normal production operations at the new
site.

                                        5
<PAGE>

                  3.2 Royalty  Amount.  As to each  Facility,  on or before each
January 31,  April 30,  July 31, and October 31 from and after the  Commencement
Date  applicable  to such  Facility,  PSF shall pay to Covol  quarterly  royalty
payments  ("Royalty") in an amount equal to the product of (i) *,  multiplied by
(ii) the MM Btu of the extrusions  and briquettes  produced by such Facility and
sold  by PSF  during  the  immediately  preceding  calender  quarter;  provided,
however,  that for all extrusions  and briquettes  produced by such Facility and
sold by PSF in excess of the initial  250,000 tons of extrusions  and briquettes
produced and sold in any calender year, the amount set forth in clause (i) above
shall be *;  provided,  further,  that the  aggregate  maximum  reduction in the
Royalty  payable with respect to all the Facilities  pursuant to the immediately
preceding  proviso  shall be  limited  to *;  provided,  further,  that for each
calender  quarter or portion thereof from and after the occurrence of a Facility
Sublicense  or a Facility  Assignment  (as such terms are  defined in Section 13
hereof) with respect to such  Facility,  the Royalty  payable shall be an amount
equal  to the  sum  of (A)  the  product  of NCF  (as  defined  below)  for  the
immediately preceding calender quarter,  multiplied by *, and (B) the product of
(I) *,  multiplied by (II) the MM Btu of the extrusions and briquettes  produced
by such Facility and sold by the operator of the Facility during the immediately
preceding quarter,  multiplied by (III) the PSF Percentage  Interest (as defined
below); provided,  further, that on each anniversary date, commencing January 1,
1997,  the amount set forth in clause (i) and (B)(I)  above shall be adjusted by
an amount equal to the relative  change  between (y) the  "inflation  adjustment
factor" (as set forth in Section  29(d)(2) of the 1986 Code)  calculated for the
immediately  preceding year and (z) the "inflation adjustment factor" calculated
for the  penultimate  year.  "NCF"  means the cash  received  by PSF (which term
includes,  for  purposes  of this  paragraph,  any entity  included  in the same
consolidated  federal  income  tax  return  as  PacifiCorp)  with  respect  to a
Facility,  exclusive of amounts  received by PSF, either directly or indirectly,
as payment of principal,  interest and penalties in connection  with any deficit
loan  or  funding  arrangement   pursuant  to  which  PSF,  either  directly  or
indirectly,  funds an operating deficit of such Facility;  provided, however, to
the extent that cash used to fund any such operating deficit is generated by the
Facility and a Royalty has not previously  been paid with respect  thereto,  the
immediately foregoing exclusion shall not apply. "PSF Percentage Interest" means
the percentage,  expressed as a decimal, of PSF's equity interest, either direct
or indirect, in the Facility.

                                       6

* Confidential material omitted and filed separately with the Commission.

<PAGE>

                  3.3  No  Fees  or  Royalties  Prior  to   Commencement   Date.
Notwithstanding  anything  contained  herein to the contrary,  PSF shall have no
liability  for a base  license fee or  Royalties  as to any Facility for which a
site is not designated or, in the event a site is designated, as to any Facility
for which the Commencement Date does not occur.

         Section 4  Binder.

                  4.1 Sales of Binder.

                  4.1.1  Sale  and  Purchase.  Upon  the  request  of PSF,  from
time-to-time,  Covol  shall sell to PSF a  sufficient  quantity  of  proprietary
binder  ingredients as is required to operate each Facility up to full capacity.
Covol shall deliver or cause to be delivered the proprietary  binder ingredients
to each  Facility,  at such  times  and in such  amounts  as  requested  by PSF.
Payments for proprietary binder ingredients delivered by Covol during each three
month period ended January 31, April 30, July 31 and October 31 shall be due and
payable to Covol on the last Business Day of the immediately succeeding month.

                  4.1.2  Price.  The price  which PSF shall pay to Covol for the
proprietary binder  ingredients  delivered by or on behalf of Covol with respect
to each  Facility  during  any  calender  year  shall be an amount  equal to (i)
Covol's  direct and actual  costs  (direct  material,  shipping and labor costs,
third party manufacturing and transportation costs and a percentage of the total
overhead costs of Covol  reasonably  reflecting the ratio of the  administrative
costs  incurred in  connection  with the  delivery  and sale of the  proprietary
binder ingredients to the total overhead costs of Covol) reasonably  incurred to
deliver the proprietary  binder  ingredients  during the  immediately  preceding
calender  year,  plus (ii) * of the amount  determined  pursuant  to clause (i);
provided,  however, that with respect to the first calender year hereunder,  the
price  which  PSF  shall pay to Covol  for the  proprietary  binder  ingredients
delivered by or on behalf of Covol shall be * per pound; provided, further, that
in the event Covol's direct and actual costs reasonably  incurred to deliver the
proprietary  binder  ingredients   delivered  during  the  first  calender  year
hereunder is less than or greater than * per pound, Covol or PSF,  respectively,
shall pay to the other party on or before  January 31 of the next  calender year
the difference  between (A) such direct and actual costs,  plus * of such direct
and actual costs, and (B) the amount actually paid by PSF for proprietary binder

                                       7

* Confidential  material omitted and filed separately with the Commission.

<PAGE>

ingredients delivered during the first calender year; provided, further, that in
the event that in any three month period ended January 31, April 30, July 31 and
October  31,  after the  payment of all other  operating  costs of the  Facility
(excluding  any  license  fees  payable  pursuant  to a Facility  Sublicense  or
Facility  Assignment),  the payment of the binder purchase price would cause the
Facility to incur a net operating  cash deficit  during such three month period,
the amount  calculated  by clause  (ii) above will be reduced to such  amount as
would not cause the  Facility  to incur a net  operating  cash  deficit for such
three month period, but not less than zero; provided,  further, that on the last
day of February of each year, PSF shall pay to Covol the difference  between (x)
the aggregate total quarterly binder purchase price reductions during the twelve
month period ended on the  immediately  preceding  January 31, which  reductions
result from the application of the immediately  preceding proviso,  minus (y) an
amount equal to reduction  in the binder  purchase  price that would result from
the application of the calculation required by the immediately preceding proviso
for the twelve month period ended on the  immediately  preceding  January 31, if
any.

                           4.1.3  Specifications    and    Warranties.     Covol
represents  and  warrants  that  all  proprietary  binder  ingredients  shall be
merchantable,  free from  defects,  and  shall  conform  to any other  agreed to
specifications.  At PSF's option,  Covol shall  replace,  or refund the purchase
price  and  cost  of  shipment  of,  all   non-conforming   proprietary   binder
ingredients.  Covol  will  bear  the  risk  of loss  of the  proprietary  binder
ingredients while it is in transit.

                           4.1.4  Acceptance  and  Rejection.   All  proprietary
binder  ingredients  are  subject  to PSF's  inspection  and test  before  final
acceptance. Acceptance and/or inspection by PSF shall not constitute a waiver of
any latent defect or nonconformity.

                  4.2  Binder  Formula.  Covol  represents  and  warrants  that,
simultaneous  with the execution and delivery of the Original  Agreement,  Covol
delivered  to a safety  deposit  box owned by PSF a written  copy of the formula
used  by it  to  manufacture  the  proprietary  binder  material  in  sufficient
quantities to operate each Facility up to full capacity,  and Covol covenants to
notify PSF of any  improvements,  variations or modifications  made on or to the
formula used by it to manufacture the proprietary binder material promptly after
such improvements, variations or modifications are made by it and to

                                        8
<PAGE>

provide a copy of any such improved, varied or modified formula for placement in
the safety deposit box.

         Section 5 Records; Inspection; Confidentiality. Each party hereto shall
keep  accurate  records   containing  all  data  reasonably   required  for  the
computation and verification of the amounts to be paid by the respective parties
under  this  Agreement,  and shall  permit  each other  party or an  independent
accounting  firm  designated  by such other party to inspect  and/or  audit such
records during normal business hours upon reasonable  advance notice.  All costs
and expenses  incurred by a party in connection  with such  inspection  shall be
borne by it. Each party agrees to hold  confidential  from all third parties all
information contained in records examined by or on behalf of it pursuant to this
Section 5.

         Section 6  Infringement.  If during the term of this  Agreement a third
party has infringed any  intellectual  property rights  associated with the Coal
Briquetting  Technology  or  otherwise   misappropriated  any  Coal  Briquetting
Technology, Covol shall, at Covol's expense, institute and conduct legal actions
against  such  third  party  or to enter  into  such  agreements  or  accord  in
settlement as are deemed  appropriate by Covol. PSF shall have the right to join
Covol as a plaintiff in the prosecution of any infringement or  misappropriation
action affecting any Facility,  provided that PSF shall bear up to fifty percent
(50%) of all the costs and expenses of the action. If PSF and Covol have jointly
conducted an infringement or  misappropriation  action,  any sums recovered from
the third party shall be  distributed  to PSF and Covol in  accordance  with the
percentage  of the costs and expenses  borne by each,  after each party has been
reimbursed for costs and expenses incurred by it in prosecuting the action.  PSF
shall always have the right to be represented by counsel of its own selection in
any  action.  In no event shall Covol  enter into any  agreement  or  settlement
inconsistent with the terms of this Agreement.

         Section 7  Development and Construction of Facilities.

                  7.1 Assistance from Covol.  As it is in Covol's  interest that
each of the Facilities are completed,  upon the reasonable request of PSF, Covol
agrees  to  provide  assistance  from  time  to  time  in  the  development  and
construction of each of the Facilities.  In addition to and not in limitation of
the foregoing, Covol shall provide from time to time upon the reasonable request
of PSF, on a priority basis, the services of Steven R. Brown,  Vice President of
Covol (or his successor),

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<PAGE>

in connection  with the  construction  and  development of the Facilities and of
George Ford,  Vice President of Covol (or his successor) in connection  with the
analysis and  formulation of the optimal binder with respect to each  identified
coal fine source.

                  7.2 Reimbursement of Expenses. PSF shall reimburse, on demand,
the travel  and other  similar  out-of-pocket  expenses  of Covol in  performing
services requested under Section 7.1; provided, however, that Covol shall obtain
the prior written approval of PSF for any expenditures in excess of $5,000.

                  7.3 Excess Costs for the Development of Facilities.  Covol has
represented to PSF that, so long as PSF uses Lockwood  Greene  Engineers,  Inc.,
any of its affiliates, or any other contractor approved in writing by Covol, the
cost of development  and  construction  of each Facility should not exceed *. In
the event that the cost of development and  construction of any Facility exceeds
* (excluding special  improvements,  if any, not included in the basic design of
the coal agglomeration  facilities which have been requested by PSF), then Covol
shall be responsible for (and shall pay directly or reimburse PSF on demand) *.

         Section 8  Representations and Warranties.

                  8.1  Authority.  Each of Covol and PSF represents and warrants
that (i) the  execution,  delivery and  performance  of this  Agreement  and the
consummation of the transactions  contemplated  hereby have been duly authorized
on its behalf by all requisite action,  corporate or otherwise,  (ii) it has the
full right,  power and  authority to enter into this  Agreement and to carry out
the terms of this  Agreement,  (iii) it has duly  executed  and  delivered  this
Agreement,  and (iv) this  Agreement  is a valid and  binding  obligation  of it
enforceable in accordance with its terms.

                  8.2 No Consent.  Each of Covol and PSF represents and warrants
that no approval, consent,  authorization,  order, designation or declaration of
any court or regulatory  authority or  governmental  body or any  third-party is
required to be obtained by it, nor is any filing or registration  required to be
made therewith by it for the consummation by it of the transactions contemplated
under this Agreement.

                  8.3  Intellectual Property Matters. Covol warrants that it (i)
owns,  free and clear of all liens and  encumbrances, all intellectual property,
inventor's

                                       10

* Confidential  material omitted and filed separately with the Commission.

<PAGE>

certificates and applications  therefor,  printed and unprinted  technical data,
know-how,  trade secrets,  copyrights and other  intellectual  property  rights,
inventions, discoveries, techniques, works, processes, methods, plans, software,
designs, drawings, schematics, specifications,  communications protocols, source
and object code and modifications, test procedures, program cards, tapes, disks,
algorithms  and all other  scientific or technical  information in whatever form
relating to, embodied in or used in the proprietary process to produce synthetic
coal fuel  extrusions and briquettes  from waste coal dust, coal fines and other
similar  coal  derivatives,   and,  the  proprietary  binder  material  used  in
manufacturing  synthetic coal fuel  extrusions  and  briquettes  from waste coal
dust,  coal fines and other  similar  coal  derivatives,  (ii) has the right and
power  to grant  to PSF the  licenses  granted  herein,  (iii)  has not made any
agreement with another in conflict with the rights granted herein,  and (iv) has
no knowledge that the sale or use of the licenses granted herein as contemplated
by this Agreement would infringe any third-party's intellectual property rights.

                  8.4 Physical  Properties.  Covol  represents and warrants that
(i) as of the date  hereof,  based upon the  current  information  available  to
Covol,  the  cost per ton of  producing  coal  extrusions  and  briquettes  at a
facility like the proposed Facilities, using the Coal Briquetting Technology and
the proprietary binder  ingredients  provided  hereunder,  but not including the
cost of the waste coal dust, coal fines and other coal derivatives  utilized, is
approximately *; (ii) no waste,  noxious fumes or other  byproducts  result from
the manufacture of the coal briquettes and extrusions using the Coal Briquetting
Technology,  other than waste water, packaging materials,  stack house emissions
and similar items, none of which is noxious or designated as a "hazardous waste"
under any  Federal,  state or local law and all of which will be  disposed of in
accordance with applicable  Federal,  state and local law; and (iii) application
of the Coal  Briquetting  Technology  in each Facility will result in a chemical
change similar in all material  respects to the chemical change described in the
IRS letter ruling received by Covol, dated September 8, 1995.

         Section 9 Term. This Agreement and the license granted  hereunder shall
be for the period from the Closing Date to and including January 1, 2008, or the
corresponding  date  under  Section  29 of the  1986  Code  in the  event  of an
extension of the tax credits available under Section 29 of the 1986 Code.

                                       11

* Confidential  material has been omitted from this Exhibit and filed separately
with the Commission.

<PAGE>

         Section 10 Waiver.  The failure of any party to enforce at any time any
provision of this Agreement shall not be construed as a waiver of such provision
or the right  thereafter to enforce each and every  provision.  No waiver by any
party, either express or implied, of any breach of any of the provisions of this
Agreement  shall be  construed  as a waiver of any other  breach of such term or
condition.

         Section 11  Severability.  If any provision of this Agreement  shall be
held by a court of competent  jurisdiction to be invalid or unenforceable in any
respect for any reason, the validity and enforceability of any such provision in
any other respect and of the remaining provisions of this Agreement shall not be
in any way impaired.

         Section 12 Notices. All notices required or permitted to be given under
this  Agreement  shall be in  writing.  Notices  may be served by  certified  or
registered mail, postage paid with return receipt requested; by private courier,
prepaid;  by telex,  facsimile,  or other  telecommunication  device  capable of
transmitting or creating a written record;  or personally.  Mailed notices shall
be deemed  delivered  five days after  mailing,  property  addressed.  Couriered
notices  shall be  deemed  delivered  when  delivered  as  addressed,  or if the
addressee refuses  delivery,  when presented for delivery  notwithstanding  such
refusal.  Telex or  telecommunicated  notices  shall be  deemed  delivered  when
receipt is either confirmed by confirming transmission equipment or acknowledged
by the  addressee  or its office.  Personal  delivery  shall be  effective  when
accomplished.  Unless a party  changes its address by giving notice to the other
party as  provided  herein,  notices  shall be  delivered  to the parties at the
following addresses:

         Covol:                     Covol Technologies, Inc.
                                    3280 North Frontage Road
                                    Lehi, Utah 84043
                                    Telephone: (801)768-4481
                                    Telecopier: (801)768-4483
                                    Attn.: Mr. Brent M. Cook

                                       12
<PAGE>

         With a copy
         to:                        Ballard Spahr Andrews & Ingersoll
                                    201 South Main Street, Suite 1200
                                    Salt Lake City, Utah  84111-2215
                                    Telephone:  (801) 531-3000
                                    Telecopier:  (801) 531-3001
                                    Attn.:  Mr. William Marsh

         Buyer:                     PacifiCorp Syn Fuel, LLC
                                    c/o PacifiCorp Financial Services, Inc.
                                    775 NE Multnomah
                                    Suite 775
                                    Portland, Oregon 97232
                                    Telephone: (503)797-7222
                                    Telecopier: (503)797-7246
                                    Attn.: Mr. Reynold Roeder

         With a copy
         to:                        Stoel Rives LLP
                                    700 NE Multnomah
                                    Suite 950
                                    Portland, Oregon 97232-4109
                                    Telephone: (503)294-9100
                                    Telecopier: (503)230-1907
                                    Attn.: Gary R. Barnum, Esq.

         Section 13 Assignment;  Sublicenses.  This Agreement may be assigned by
Covol to any of its  wholly-owned  subsidiaries;  provided,  however,  that such
assignment will not release Covol from any of its obligations hereunder. Subject
to the foregoing,  this  Agreement  shall not be assigned in whole or in part by
Covol  without  the prior  written  consent of PSF.  Prior to the earlier of (i)
December 31, 1997,  or (ii) the  designation  by PSF of the sites for all six of
the  Facilities,  PSF shall not assign this Agreement in whole without the prior
written  consent of Covol. As to any Facility after the applicable site has been
designated,  PSF  may  grant  sublicenses  with  respect  to this  Agreement  (a
"Facility  Sublicense")  and, as to any  Facility  after the payment of the base
license fee contemplated under Section 3.1 for such Facility, PSF may assign its
rights  and  obligations  under  this  Agreement  to any person or entity to the
extent  they  relate  to such  Facility  (a  "Facility  Assignment");  provided,
however,  that  its  rights  under  Section  4.2  hereof,   including,   without
limitation,  the access to the binder  formula,  which may only be  exercised by
PSF, PacifiCorp Financial Services, Inc. or any affiliate of either of them, and
such rights may not be assigned
                                       13
<PAGE>

or sublicensed. In the event of a Facility Assignment, subject to the proviso in
the immediately preceding sentence, (i) Covol shall look solely to such assignee
for the  performance  of future  obligations  and, (ii) upon the request of PSF,
Covol shall enter into a separate  agreement  with the assignee  with respect to
such Facility which shall be similar in all material  respects to this Agreement
(except limited to such Facility).

         Section 14 Further Assurances. Each party agrees, at the request of the
other party,  at any time and from time to time, to execute and deliver all such
further  documents,  and to take and  forbear  from all such  action,  as may be
reasonably  necessary or appropriate in order more  effectively to carry out the
provisions of this Agreement.

         Section 15 Set off. Any amounts  owing to PSF from Covol  hereunder may
be offset and applied  toward the payment of any amounts,  or any part  thereof,
owing to Covol pursuant to Section 3.2 hereof, whether or not such amounts shall
be due and payable.

         Section 16 Entire  Agreement.  This  Agreement  constitutes  the entire
agreement of the parties  relating to the subject  matter  hereof.  There are no
promises,  terms,  conditions,  obligations,  or  warranties  other  than  those
contained   herein.   This  Agreement   supersedes  all  prior   communications,
representations, or agreements, verbal or written, among the parties relating to
the subject matter  hereof.  This Agreement may not be amended except in writing
signed by the parties hereto.

         Section 17  Governing  Law.  This  Agreement   shall  be   governed  in
accordance with the laws of the State of Utah.

         Section 18 Counterparts.  This Agreement may be executed in two or more
counterparts,  each which shall be deemed an original, but all of which together
shall constitute one and the same agreement.

                                       14
<PAGE>

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement by
their duly authorized representatives the day and year first above written.

                                     COVOL TECHNOLOGIES, INC.


                                     By: /s/ Brent M. Cook
                                        ----------------------
                                     Name: Brent M. Cook
                                     Title:President

                                     PACIFICORP SYN FUEL, LLC


                                     By: /s/ Reynold Roeder
                                        ---------------------
                                     Name: Reynold Roeder
                                     Title:President

                                       15
<PAGE>

                                  SCHEDULE 2.1

                        *     Prior Restricted Areas



* Confidential  material omitted and filed separately with the Commission.