EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT  AGREEMENT (this  "Agreement") is made and entered into
as of the 1st day of January,  1997 (the "Effective  Date") by and between COVOL
TECHNOLOGIES,  INC., a Delaware  corporation (the "Company"),  and ("Employee").
The  Company  and  Employee  are  sometimes  STANLEY  M.  KIMBALL  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 a Certified Public  Accountant and immediately  prior to
the Effective Date, was employed by Huntsman Corporation, a Utah corporation, as
Vice President, Administration.

         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.

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<PAGE>

         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.

                  (a)  Positions.  The Company  employs  Employee  and  Employee
accepts employment by the Company as a Vice President and as the Chief Financial
Officer of the Company for the Period of  Employment  specified  in  Paragraph 3
("Period of Employment").

         2.  Services  to be  Rendered.  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  be free to  conduct
personal  business and investment  activities  that do not conflict or interfere
with the performance of his duties under this Agreement.

         In fulfilling  his duties and  responsibilities  under this  Agreement,
Employee  shall  report to the  President  and Chief  Executive  Officer  of the
Company.

         3. Period of Employment.  Employee's employment by the Company pursuant
to this Agreement shall, unless sooner

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<PAGE>

terminated  as  provided  in this  Agreement,  be for a term of three (3) years,
commencing  as of the 1st day of  January  1997,  and  ending  with the close of
business on the 31st day of December, 1999 (the "Period of Employment").

         4. Base  Salary.  At the  commencement  of the  Period  of  Employment,
Employee shall be paid a yearly base salary ("Base  Salary") of Eighty  Thousand
Dollars  ($80,000).  It is  recognized  by the Company and Employee  that a Base
Salary of Eighty Thousand Dollars  ($80,000) is less than the amount that should
be paid to Employee as his Base Salary  considering  Employee's  past experience
and his  responsibilities as a Vice President and the Chief Financial Officer of
the Company.  Therefore,  (i) as soon as possible under the  circumstances,  the
Company shall cause Employee's Base Salary to be in line with the base salary or
other comparable compensation paid by the Company to the Company's President and
Chief  Executive  Officer,  (ii) throughout the Period of Employment the Company
shall  exercise its best efforts to cause  Employee's  Base Salary to be in line
with the base salary or other comparable  compensation paid to the President and
Chief Executive  Officer of the Company,  (iii) Employee's Base Salary shall not
be less than Eighty Thousand Dollars ($80,000),  and (iv) Employee's Base Salary
shall be in  addition to all other  amounts or benefits to which  Employee is or
shall be entitled under this Agreement or otherwise as a result

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<PAGE>

of his  employment  by the  Company.  Base  Salary  shall  be paid in  bi-weekly
installments  during the Period of Employment.  Employee's  Base Salary shall be
reviewed on or before April 1, 1997 and  thereafter on or before the end of each
calendar year during the Period of Employment.  The review shall be conducted by
the President and Chief  Executive  Officer of the Company and  Employee's  Base
Salary may be increased as a result of any such review,  but not  decreased  The
increase,  if any, in Employee's  Base Salary  resulting  from such review shall
take effect as of the date  determined in good faith by the Company's  President
and Chief Executive Officer.

         5. Stock Option. As soon as practical  following the completion of such
steps as may be required to qualify the issuance of the stock  option  described
in this Paragraph 5 (the "Option") and the shares of the Company's  Common Stock
to be issued in  connection  with the  exercise,  if any, of the Option under or
pursuant to the  securities  laws of the State of Utah and the United  States of
America,  but in any case not later  than , 1997,  the  Company  shall  grant to
Employee  the Option to purchase  shares of the  Company's  Common  Stock on the
following terms and conditions:

                  (a)  Purchase  Price.  The  purchase  price  per share for the
shares subject to the Option shall be One Dollar and 50/100 ($1.50) per share.

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<PAGE>

                  (b) Number of Shares.  The Option shall be for Fifty  Thousand
(50,000) shares of the Company's Common Stock (the "Optioned Shares").

                  (c) Exercise Periods. The Option shall vest as follows: (i) on
the date on which this  Agreement  is executed by the Parties as to  twenty-five
thousand  (25,000)  of the  Optioned  Shares,  (ii) on March 1,  1997,  as to an
additional two thousand (2,000) of the Optioned  Shares,  (iii) on the first day
of each and  every of the  next  following  twenty-three  (23)  calendar  months
commending with the month of April,  1997 and ending with the month of February,
1999, as to an additional one thousand (1,000) of the remaining Optioned Shares,
and (iv) anything in this Agreement notwithstanding,  on April 1, 1999 as to all
of the Optioned Shares.

                  (d) Full  Venting  in Event of Death,  Disability,  or Certain
Terminations.  If Employees  employment  with the Company is terminated (i) as a
result of Employees death, (ii) as a result of Employees disability,  determined
as set forth in  Paragraph  7(a)  ('[Termination  of  Employment  By the Company
-Disability"),  (iii) by the Company pursuant to Paragraph 7(c) ("Termination of
Employment  by the  Company  -  Notice,  Without  Cause"),  or (iv) by  Employee
pursuant to Paragraph 8(b)

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<PAGE>

("Termination  of Employment by Employee - With Good Reasons),  the Option shall
vest in its  entirety  and  Employee  (if he is  capable  of  acting  under  the
circumstances)  or the guardian,  heirs, or estate of Employee,  as the case may
be, may exercise the Option at any time within one hundred-eighty  (180) days of
the effective date of the termination of Employees employment.

                  (e) Additional Stock Options.  The Option shall be in addition
to and not in lieu of such other or additional  stock options as Employee may be
entitled or eligible to receive during the Period of Employment  pursuant to any
plans or  policies  of the  Company  that from time to time during the Period of
Employment may be in effect.

         6. 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 fullest extent permitted by law, Employee
shall be given credit for his years of service with Huntsman Corporation:

                  (a)  Car  Allowance.  Employee  shall  be paid a  monthly  car
allowance in the amount of Five Hundred Fifty Dollars ($550.00).

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<PAGE>

                  (b) Entertainment  Expenses.  Employee shall be reimbursed for
Employees  reasonable  entertainment  and business  expenses that are consistent
with the Company's  written  policies and  procedures,  as the said policies and
procedures  may be changed,  modified,  or  terminated  for all  officers of the
Company from time to time.

                  (c) Vacation. During the Period of Employment,  Employee shall
be entitled to the  greater of (i) four (4) weeks of paid  vacation  during each
full  calendar  year  occurring  during the Period of  Employment  and (ii) that
amount of vacation provided or made available to other senior executive officers
of the Company.  Should Employee desire additional time off during the Period of
Employment,  that time will be  without  pay and the  amount of time off will be
negotiated  with the  Company's  President  and Chief  Executive  Officer.  Upon
termination  of Employee's  employment  under this  Agreement  other than by the
Company for Cause or by Employee without Good Reason, Employee shall be paid for
any unused vacation to which he was entitled.

                  (d) Sick Leave.  Sick leave time 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  from time to time for all
senior

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<PAGE>

executive officers of the Company.

                  (e) Insurance. Participation in the group insurance program of
the  Company  as  concerns  life,  disability,  medical,  and  dental  insurance
currently  available  to other senior  executive  officers of the Company as the
same may be 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 senior executive officers
of the Company for their insurance coverage. Provided, however, that anything in
this  Agreement to the contrary  notwithstanding,  if the  insurance  carrier or
company that is providing health  insurance  coverage to or for employees of the
Company shall at the time the  eligibility of Employee or Employee's  dependents
for such  coverage  is first  determined  refuse or decline  to  provide  health
insurance coverage for Employee or any of Employee's  dependents with respect to
any condition or circumstance  and Employee shall determine that it is in his or
such dependent's best interests to maintain health insurance coverage on himself
or such dependent  through  Huntsman  Corporation  pursuant to Employee's  COBRA
rights,  the Company shall reimburse Employee for the actual cost to Employee of
maintaining  such COBRA  coverage  for the  shorter of (i) the  duration  of the
denial or  refusal  by the  Company's  insurance  carrier  or company to provide
insurance coverage and (ii) the

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<PAGE>

 duration of COBRA coverage available to Employee
or the involved dependent.

                  (f)   Retirement   Plans.   Participation   in  the  Company's
retirement  plans,  including,  but not limited to, any 401(K) Plan, that may be
adopted  or  implemented  by the  Company  and any time  during  the  Period  of
Employment.  Any such  participation,  shall be in accordance with the terms and
provisions of the plan and applicable law, as the same may be changed,  amended,
or terminated from time to time.

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

                           (i) annual dues for association memberships including
         the American  Institute of Certified  Public  Accountants  and the Utah
         Association of Certified Public Accounts;

                           (ii)  time off with pay while  traveling  to and from
         and while attending and reimbursement  for all reasonable  program fees
         and travel, lodging, and other reasonable expenses incurred by Employee
         in connection with all continuing  professional  education  required of
         Employee to maintain his license as a certified public accountant; and

                           (iii)  the  cost  to  Employee  to  subscribe  to  or
         purchase books, journals, or publications that relate to or

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<PAGE>

         discuss  accounting,  finance,  cash management,  compensation,  fringe
         benefits, insurance, and/or other relevant business issues.

         7. Termination of Employment By the Company. Anything in this Agreement
to the contrary  notwithstanding,  the Company shall have the  following  rights
with respect to the termination of Employee's employment:

                  (a)   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.

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

                           (i) Employee has been  convicted of or has entered of
         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)

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<PAGE>

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

                           (iii)  Employee has willfully  failed or refused in a
         material  respect to follow  reasonable  written policies or directives
         established  by the  Board of  Directors  or the  President  and  Chief
         Executive  Officer of the Company,  or Employee has willfully failed to
         attend to material  duties or obligations of his 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 President and
         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.

         Termination  pursuant to this  Paragraph  7(b) shall be effective as of
the  effective  date of the notice by the Board of Directors to Employee that it
has made the required  determination,  or at such other subsequent date, if any,
specified in such notice.

                  (c) Notice,  Without  Cause.  The  Company may also  terminate
Employee's  employment  under this  Agreement  on not less than thirty (30) days
notice without Cause (which notice shall

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<PAGE>

specify the effective date of any such termination).

         8. Termination of Employment BY Employee.

                  (a)  Disability.  Employee may terminate his 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.

                  (b)  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 a written  notice to the Company that 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 the
effective  date of such notice.  For purposes of this  Agreement,  "Good Reason"
shall mean and consist of:

                           (iv)  a  material   breach  by  the  Company  of  its
         obligations  under this  Agreement,  including,  but not  limited to, a
         failure to  maintain or  increase  Employee's  Base Salary at or to the
         level required by Paragraph 4 ("Base Salary");

                           (v) without  Employee's  prior written  consent,  the
         assignment to Employee of duties that are materially inconsistent with,
         or that constitute a material alteration in

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<PAGE>

         the status of his responsibilities  set forth in this Agreement,  as an
         Vice President and/or the Chief Financial Officer of the Company;

                           (iii) without  Employee's prior written consent,  the
         relocation of the Company's chief executive  office outside of the Salt
         Lake City/Provo metropolitan area;

                           (iv) 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

                           (v)  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.

               (c) Notice,  Without Good Reason.  With not less than ninety (90)
day's prior written notice (which notice shall specify the effective date of the
termination),  Employee shall have the right to terminate his  employment  under
this Agreement without Good Reason.

         9.  Termination  of  Employment  by Death.  If Employee dies during the
Period of Employment, Employee's employment shall

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<PAGE>

be thereby terminated effective as of the end of the calendar month during which
Employee died.

         10.  Determination  of Disability.  If in the opinion of the Company or
Employee, Employee is disabled, then the following shall occur:

                           (i) the Company or Employee  shall promptly so notify
         (by dated  written  notice) the  insurance  company or carrier that, at
         that time,  insures  the  employees  of the Company  against  long-term
         disability  and  request a  determination  as to  whether  Employee  is
         disabled  pursuant to the terms of the Company's  long-term  disability
         plan; and

                           (ii) the  matter of  Employee's  disability  shall be
         resolved and  Employee  and the Company  shall abide by the decision of
         the  insurance  company or carrier  that,  at such  time,  is  insuring
         employees of the Company against long-term disability.

         11. Effect of Termination.

                  (a)  Termination of Employment Due to Employees  Disability or
Death.  If  Employee's  employment  is  terminated  by the Company or  Employee,
pursuant  to  Paragraph  7(a)   ("Termination   of  Employment  By  the  Company
Disability")  or  Paragraph  8(a)   ("Termination   of  Employment  by  Employee
Disability"), as the

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<PAGE>

case  may be,  due to  Employee's  disability  or if  Employee's  employment  is
terminated by his death, pursuant to Paragraph 9 (~'Termination of Employment by
Death"), in either situation:

                           (i) all cash compensation described in this Agreement
         shall be computed and paid to the  effective  date of such  termination
         and shall cease upon such effective date of termination;

                           (ii)  Employee  shall  receive all  compensation  and
         employee   benefits   accrued   through  the  effective   date  of  the
         termination,  and all benefits provided through the Company~s insurance
         plans pursuant to the terms and conditions of such insurance plans; and

                           (iii) except as expressly  provided in this Paragraph
         11(a),   Employee  shall  not  be  entitled  to  any  additional   cash
         compensation following the effective date of the termination.

         In the event of Employee's  death,  the  provisions  of this  Paragraph
11(a)  shall not  affect the  entitlements,  if any,  of the  heirs,  executors,
administrators, beneficiaries, or assigns of Employee with respect to the Option
or any benefit plan,  fund, or program of the Company that provides  benefits to
one or more of them as a result or in connection with the death of Employee.

                  (b)  Termination  of Employment By the Company for Cause or by
Employee  Without Good Reason.  If Employee's

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<PAGE>

employment  shall be terminated  by the Company for Cause  pursuant to Paragraph
7(b) ("Termination of Employment By the Company -Cause"), or by Employee without
Good Reason pursuant to Paragraph 8(c)  ("Termination  of Employment By Employee
Notice, Without Good Reason"), then in any such event:

                           (i) the Company  shall pay Employee all  compensation
         and benefits  described in this Agreement through the effective date of
         such termination, together with all benefits, if any, to which Employee
         had  accrued  or  vested  rights  through  the  effective  date  of the
         termination,  including, but not limited to, any such accrued or vested
         rights to any benefits  available,  pursuant to  Company-wide  policies
         then in effect,  to an  employee  of the Company  whose  employment  is
         terminated   by  the  Company,   and   thereupon  all  rights  to  such
         compensation and benefits shall cease;

                           (ii)  Employee  shall  be paid all  bonuses,  if any,
         payable  to  Employee  for the  year(s)  prior  to the  year  in  which
         Employee's employment is so terminated, but not then paid; and

                           (iii)  anything  in  this  Paragraph   12(b)  to  the
         contrary notwithstanding, except as expressly provided in subparts (ii)
         and (iii) of this Paragraph 12(b), Employee shall not be entitled to or
         be paid any unpaid compensation or benefit under any bonus plan for the
         year in which  Employee's  employment  is terminated by the Company for
         Cause or by Employee without

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<PAGE>

         Good Reason.

                  (c)  Termination of Employment By the Company Without Cause or
by Employee For Good Reason.  If the Company  terminates  Employee's  employment
without Cause or if Employee terminates his employment with Good Reason:

                           (i) the Company  shall  continue to pay  Employee the
         Base Salary  provided for by Paragraph 5 ("Base Salary") at the rate in
         effect on the effective date of the notice of  termination  through the
         effective date of the termination;

                           (ii) within thirty (30) days  following the effective
         date of the  termination,  the Company  shall pay  Employee a severance
         payment equal to two hundred  percent (200~) of Employee's  yearly Base
         Salary in effect on the effective date of the notice of termination;

                           (iii) Employee shall receive all benefits  available,
         pursuant to Company-wide policies then in effect, to an employee of the
         Company whose employment is terminated by the Company; and

                           (iv)   thereupon  all  rights  of  Employee  to  such
         compensation and benefits shall cease.

                  (d) Certain Insurance Benefits.  If the employment of Employee
(i) is terminated by the Company  without  Cause,  (ii) is terminated due to the
death or  disability  of

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<PAGE>

Employee, or (iii) is terminated by Employee With Good Reason, the Company shall
pay the insurance  premium payable by Employee or his heirs, as the case may be,
for continued insurance coverage under the insurance policies or programs of the
Company  pursuant  to COBRA for or with  respect to the  duration  of such COBRA
coverage.

         12. Confidential Information.

                  (a) Definition. The term "Confidential Information" shall mean
trade  secrets  and  any  other  information,  matter,  or  thing  of a  secret,
confidential,  or private  nature  connected  with the  business of the Company.
Included  within  Confidential  Information  are matters of a  technical  nature
(including  know-how,  computer  programs,  software,  accounting  methods,  and
documentation), matters of a business nature (such as information about contract
forms, costs, profits,  promotional methods, markets, market or marketing plans,
sales, client accounts, plans for further development, and any other information
not  generally  available  to the public.  Confidential  Information  shall also
include  information  developed by Employee for the Company while an employee of
the Company. "Confidential information" does not include (i) information that is
in the public domain at the time the  information is acquired by Employee,  (ii)
information that later becomes public through no act or omission of Employee, or
(iii) information generally known

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<PAGE>

in the industry or  industries in which the Company does business.

                  (b) Nondisclosure of Confidential Information.  Employee shall
not,  now or in the future,  and whether or not then an employee of the Company,
use any  Confidential  Information  for any  purpose  whatsoever  other than the
pursuit of the  Company~s  business  or in the  performance  of his duties as an
employee  of the  Company.  Employee  shall  further  refrain  at all times from
disclosing  any  Confidential  Information  to any third party without the prior
written  consent of the  Company,  such  consent to be given or  withheld by the
Company in the  exercise of its  absolute  discretion.  Employee  shall take all
reasonable steps to prevent unauthorized disclosure of Confidential  Information
to third parties,  intentionally  or negligently,  by Employee or persons acting
pursuant to Employee's directions.

         Except  as  expressly   otherwise  provided  in  this  Agreement,   the
provisions  of this  Paragraph  12 shall  survive and continue in full force and
effect after the end of the Period of Employment.

         13. Notices and Payments.  All notices,  requests,  demands,  and other
communications  under this Agreement  shall be in writing and shall be delivered
(i) personally,  (ii) by first class mail, certified,  return receipt requested,
postage  prepaid,  or (iii) by  facsimile  transmission  followed by delivery by
first

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<PAGE>

class  mail,  in the manner  provided  for in this  Paragraph  13, and  properly
addressed as follows:

If to the Company, to:

         COVOL Technologies, Inc.
         3280 North Frontage Road
         Lehi, Utah 84043
         Attention: General Counsel

If to Employee to:

         Stanley M. Kimball
         9943 North Meadow Lane
         Highland, Utah 84003

or to such other address as a party to this  Agreement may indicate to the other
party in the manner  provided for by this Paragraph 13.  Notices,  etc. given by
mail shall be deemed  effective and complete two (2) business days following the
date of the posting and mailing  thereof in accordance  with this  Paragraph 13,
notices by facsimile transmission shall be deemed effective upon receipt, unless
receipt  thereof  shall  be  disputed  in which  case  receipt  shall be  deemed
effective as of the effective  date of the  follow-up  notice called for by this
Paragraph 13 with respect to such  facsimile  transmitted  notice,  and notices,
etc. delivered  personally shall be deemed effective and complete at the time of
the delivery of the notice and the obtaining of a signed receipt for the notice,
unless a party  shall  refuse to  provide a signed  receipt,  in which  case the
notice shall be effective upon the completion of personal delivery of the notice
in such a way as to insure the ability to

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<PAGE>

establish  personal  delivery.  All  payments to Employee  provided  for in this
Agreement  shall be deemed  made,  whether so stated or not,  on the date of the
first to occur of (i) actual delivery  thereof by the Company to Employee,  (ii)
the mailing  thereof to Employee  by regular  United  States mail to the address
specified  in or in  accordance  with this  Paragraph  13, or (iii) when made by
direct deposit as authorized by Employee.

         14. Additional Agreements.

                  (a) Parties in  Interest.  All of the terms of this  Agreement
shall be  binding  upon and inure to the  benefit of and be  enforceable  by the
Parties and their respective  successors,  permitted  assigns,  heirs, and legal
representatives,  and nothing in this Agreement is intended to confer any right,
remedy, or benefit upon any other person.

                  (b) No Assignments or Delegation.  No assignment or delegation
of this Agreement or of any of the rights or obligations under this Agreement by
either of the Parties  shall be valid  without the written  consent of the other
party.

                  (c)   Integration.   This   Agreement   supersedes  all  prior
agreements  or  understandings  of the  Parties  on the  subject  matter of this
Agreement. Any prior negotiations,

                                       21
<PAGE>

correspondence, agreements, proposals, or understandings relating to the subject
matter of this Agreement shall be deemed to be merged into this Agreement and to
the extent inconsistent with this Agreement, such negotiations,  correspondence,
agreements,  proposals,  or understandings  shall be deemed to be of no force or
effect. There are no representations, warranties, or agreements, whether express
or implied,  or oral or  written,  with  respect to the  subject  matter of this
Agreement, except as set forth in this Agreement.

                  (d)  Modification;  Amendment.  This  Agreement  shall  not be
modified by any oral agreement, either express or implied, and all amendments or
modifications of this Agreement shall be in writing and be signed by both of the
Parties.  The  provisions  of  this  and  the  immediately   preceding  sentence
themselves may not be amended or modified,  either orally or by conduct,  either
express or implied,  and it is the  declared  intention  of the Parties  that no
provision of this Agreement,  including said two sentences,  shall be modifiable
in any way or manner  whatsoever other than through a written document signed by
both of the Parties.

                  (e) Headings. The paragraph headings in this Agreement are for
the purpose of convenience  only and shall not limit or otherwise  affect any of
the terms of this Agreement.

                                       22
<PAGE>

                  (f) No Waiver. The failure of either of the Parties to insist,
in any one or more  instances,  upon strict  performance  of any of the terms or
conditions  of this  Agreement  shall not be construed to constitute a waiver or
relinquishment  of any right  granted  under  this  Agreement  or of the  future
performance of any such term, covenant, or condition, and the obligations of the
appropriate  party with respect to any such term or condition  shall continue in
full force and effect.

                  (g)  Construction.  Where the context  requires,  the singular
shall include the plural, the plural shall include the singular,  and any gender
shall include all other genders.

                  (h)  Attorneys'  Fees.  Should  either the Company or Employee
default in any of the covenants  contained in this Agreement,  or in the event a
dispute  shall  arise  as to the  meaning  of any  term of this  Agreement,  the
defaulting or  nonprevailing  party shall pay all costs and expenses,  including
reasonable  attorneys'  fees,  that may  arise or  accrue  from  enforcing  this
Agreement,  securing an interpretation of any provision of this Agreement, or in
pursuing any remedy provided by applicable law whether such remedy is pursued or
interpretation is sought by the filing of a lawsuit, an appeal, or otherwise.

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                  (i)  Governing  Law. This  Agreement  shall be governed by and
construed  in  accordance  with the  internal  laws of the State of Utah,  which
internal  laws exclude any provision or  interpretation  of such laws that would
call  for,  or  permit,  the  application  of the  laws of any  other  state  or
jurisdiction, and any dispute arising therefrom and the remedies available shall
be determined solely in accordance with such internal laws. Any actions under or
with respect to this  Agreement  shall be filed only in the state courts located
in Utah County,  Utah, in the federal courts located in Salt Lake County,  Utah,
or in such courts located nearest to such other county in which Employee then is
primarily  rendering  services to the  Company,  and the Parties  consent to the
jurisdiction and venue of such courts.

                  (j)  Injunctive  Relief.  Employee  acknowledges  that  it  is
impossible  to measure in money the damage  that will  accrue to the  Company by
reason  of  Employee's  failure  to  abide by the  provisions  of  Paragraph  12
("Confidential  Information").  Therefore,  if the Company  shall  institute any
action or proceeding to enforce the provisions of said Paragraph 12, in addition
to any other relief, the court in such action or proceeding may grant injunctive
relief  against  Employee and  Employee  waives the claim or defense in any such
action or proceeding that the Company has an adequate remedy at law, and

                                       24
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Employee  shall not argue in any such action or proceeding  the claim or defense
that such remedy at law exists.

                  (k)   Bluelininq.   Should  any   portion  of   Paragraph   12
("Confidential Information") be declared by a court of competent jurisdiction to
be unreasonable,  unenforceable, or void for any reason or reasons, the involved
court shall modify the applicable  provision(s)  of the said Paragraph 12, so as
to be reasonable or as is otherwise  necessary to make  Paragraph 12 enforceable
and, valid and to protect the interests of the Company  intended to be protected
by Paragraph 12 to the maximum extent possible.

                  (l) Recitals.  Recitals A and B to this  Agreement are by this
reference incorporated into and made a part of this Agreement.

         IN  WITNESS  WHEREOF,  the  Company  and  Employee  have  executed  and
delivered  this  Agreement  this 14th day of February,  1997 effective as of the
Effective Date.

                                        COVOL Technologies, Inc., a Delaware
                                        corporation (the "Company")


                                        By: /s/ Brent M. Cook
                                           ------------------------
                                        Its: CEO/President

                                       25
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                                        /s/ Stanley M. Kimball
                                        -------------------------------
                                        Stanley M. Kimball ("Employee")

                                       26