FIRST AMENDMENT
                                       TO
                              AMENDED AND RESTATED
                      LICENSE AND BINDER PURCHASE AGREEMENT

         THIS  FIRST  AMENDMENT  TO  AMENDED  AND  RESTATED  LICENSE  AND BINDER
PURCHASE AGREEMENT (the  "Amendment"),  is made and entered into as of March 31,
1999, by and between PC Virginia  Synthetic Fuel #1, L.L.C.,  a Delaware limited
liability  company (the  "Licensee")  and Covol  Technologies,  Inc., a Delaware
corporation (the "Licensor").

         WHEREAS,  Licensor  and  Licensee are party to the Amended and Restated
License and Binder  Purchase  Agreement (the "License  Agreement"),  dated as of
February 3, 1998; and

         WHEREAS, Licensor and Licensee desire to amend the License Agreement as
set forth herein.

         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 are hereby  acknowledged,
Licensor and Licensee agree as follows:

         Section  1.  Defined  Terms.  Capitalized  terms  used  herein  and not
otherwise  defined  have the  meaning  assigned  to such  terms  in the  License
Agreement.

         Section 2.  Amendments  to License  Agreement.  From and after the date
hereof the License Agreement is hereby amended as follows:

         (a) Amendment to Section 1. The following new  definitions are added to
Section 1 of the License Agreement in the appropriate alphabetical order:

         "Allocated  Advance  Contribution  Amount" has the meaning specified in
the Partnership Agreement.

         "Allocation  Percentage" means, for each Quarter, the result (expressed
as a  percentage)  of (i) the  Estimated  Project Tax  Credits for the  Project,
divided by (ii) the Estimated Tax Credits.

         "Annual Adjustment Amount" has the meaning specified in the Partnership
Agreement.

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** This Exhibit contains material which has been omitted pursuant to a
Confidential Treatment Request. The omitted information has been filed
separately with the Securities and Exchange Commission.

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<PAGE>

         "Cash  Expenditures"  means,  for any  period,  an amount  equal to the
Allocation Percentage of the sum, without duplication,  of (a) all disbursements
of cash by the Common Licensees in such period,  including,  but not limited to,
payments of  operating,  maintenance  and  management  expenses  and payments of
principal and interest on indebtedness,  but not including (i)  distributions to
the Partnership by the Common Licensees and (ii) payments of Earned Royalties or
Deferred  Earned  Royalties  under the Common License  Agreements,  plus (b) the
Common Licensees'  normal operating  accruals and amounts retained by the Common
Licensees  for working  capital  purposes in such  period,  plus (c) amounts set
aside as reserves by the  Partnership  or the Common  Licensees  in such period,
plus (d) any Construction Management Fee paid by the Partnership in such period,
plus (e) payments of principal and interest by the  Partnership on  indebtedness
in such period,  plus (f) the  Allocated  Advance  Contribution  Amount for such
period,  plus (g) the Reserve  Withholding Amount for such period,  plus (h) all
other cash  expenditures of the Partnership  (and not otherwise set forth above)
in such period (other than amounts  payable by the Partnership in respect of (i)
Contingent   Payments  and  Deferred  Contingent  Payments  under  the  Purchase
Agreement and (ii) Sales  Compensation and Deferred Sales Compensation under the
Placement Agreement).

         "Cash  Receipts"  means,  for  any  period,  an  amount  equal  to  the
Allocation  Percentage of the sum, without  duplication,  of (a) all receipts of
cash by the Common  Licensees or the  Partnership  in such period as a result of
the operation of the Projects or related  facilities and any other cash received
from  operations  or  assets,  but not  including  contributions  to the  Common
Licensees  by the  Partnership  or to the  Partnership  by  any  partner  in the
Partnership,  plus (b) any amounts  released from reserves by the Partnership or
the Common  Licensees  in such period,  plus (c) loan  proceeds to be applied to
items that qualify as Cash Expenditures.

         "Common License Agreements" means,  collectively,  the four Amended and
Restated License and Binder Purchase  Agreements,  dated as of February 3, 1998,
between  Covol and each of the  Common  Licensees  separately,  as amended as of
March 31,  1999 and as each may be amended or  otherwise  modified  from time to
time thereafter.

         "Common  Licensees"  means,  collectively,  each of  Licensee,  PC West
Virginia  Synthetic Fuel #1, L.L.C., PC West Virginia  Synthetic Fuel #2, L.L.C.
and PC West Virginia  Synthetic Fuel #3, L.L.C. The term "Licensees"  shall also
apply to any successor entity or permitted assign of any of the Licensees.

         "Construction   Management  Fee"  has  the  meaning  specified  in  the
Partnership Agreement.

         "Contingent  Payments"  has the meaning  specified  in the  Partnership
Agreement.

         "Deferred  Contingent  Payments"  has  the  meaning  specified  in  the
Partnership Agreement.

         "Deferred  Sales  Compensation"  means  Sales  Compensation  under  the
Placement  Agreement,  the  payment of which has been  deferred  pursuant to the
terms thereof.

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<PAGE>

         "Estimated  Project  Tax  Credits"  for any  Quarter  has  the  meaning
specified in the Partnership  Agreement,  except that such Estimated Project Tax
Credits for the Quarter first ending after the Adjustment  Amount (as defined in
the  Partnership  Agreement)  is  finalized  in each year shall be  increased or
decreased  by an  amount  equal  to the  Allocation  Percentage  of  the  Annual
Adjustment Amount.

         "Estimated  Tax Credits"  for any Quarter has the meaning  specified in
the  Partnership  Agreement,  except  that such  Estimated  Tax  Credits for the
Quarter first ending after the Adjustment  Amount (as defined in the Partnership
Agreement)  is  finalized  in each year shall be  increased  or decreased by the
Annual Adjustment Amount.

         "First  Amendment"  means the First  Amendment  to Amended and Restated
License and Binder  Purchase  Agreement,  made and entered  into as of March 31,
1999, by and between Licensee and Licensor.

         "Operating Deficit" means, for any Quarter, the excess (if any) of Cash
Expenditures over Cash Receipts.

         "Operating Surplus" means, for any Quarter, the excess (if any) of Cash
Receipts over Cash Expenditures.

         "Partnership Agreement" means the Second Amended and Restated Agreement
of Limited Partnership of the Partnership, dated as of March 3 1, 1999.

         "Placement   Agent"  has  the  meaning  specified  in  the  Partnership
Agreement.

         "Placement  Agreement"  has the meaning  specified  in the  Partnership
Agreement.

         "Projects"   means,   collectively,    the   agglomeration   facilities
individually owned by each of the Licensees.

         "Purchase  Agreement"  has the  meaning  specified  in the  Partnership
Agreement.

         "Quarter"  means,  in  each  calendar  year,  each  three-month  period
beginning January 1, April 1, July 1 and October 1.

         "Relevant Percentage" means (i) ****% until the date that the Placement
Agent has received  aggregate  Sales  Compensation  of $**** under the Placement
Agreement, as certified by the Licensee, and (ii) ****% thereafter.

         "Reserve   Withholding   Amount"  has  the  meaning  specified  in  the
Partnership Agreement.

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<PAGE>

         "Sales  Compensation"  has the  meaning  specified  in the  Partnership
Agreement.

         "Seller"  means  Pace  Carbon  Synfuels,  L.L.C.,  a  Delaware  limited
liability company.

         "Subordination Amount" means, for any Quarter, the positive difference,
if any,  of (i) an amount  equal to the  Relevant  Percentage  of the  Operating
Deficit for such Quarter,  minus (ii) if the Relevant  Percentage  is ****%,  an
amount equal to ****% of the Estimated Project Tax Credits for such Quarter, and
if the Relevant  Percentage is ****%,  an amount equal to ****% of the Estimated
Project Tax Credits for such Quarter;  provided,  that the Subordination  Amount
shall not exceed the Earned Royalty for such Quarter.

         (b) Amendment to Section 3.3.  Section 3.3 of the License  Agreement is
deleted in its entirety and the following substituted in lieu thereof:

         "3.3 Earned Royalty.  Licensee shall pay to Licensor  quarterly  earned
royalty  payments  ("Earned  Royalty")  in an amount equal to the product of (a)
$****,  multiplied by (b) the number of MMBtu' S of Product  qualifying  for the
Section 29 Tax Credit that was sold by Licensee during the immediately preceding
Quarter.  Beginning on January 1, 1999, and each year thereafter, the amounts in
clause (a) above shall be adjusted by the percentage increase or decrease in the
dollar  amount of the  inflation  adjustment  as  provided  in Section 29 of the
Internal  Revenue Code.  Licensor and Licensee  agree that the aggregate  Earned
Royalty payable to Licensor for Product produced and sold for the quarter ending
June 1, 1998 through and including  the quarter  ending March 31, 1999 is $****,
the full  amount  of which  shall be  considered  a  "Deferred  Earned  Royalty"
governed by the terms of Section 3.4(b) hereof."

         (c) Amendment to Section 3.4.  Section 3.4 of the License  Agreement is
deleted in its entirety and the following substituted in lieu thereof:

         "3.4 Payment Terms. (a) Subject to subsection (b) below, Earned Royalty
payments shall be due within ten (10) days after  Licensee (or the  Partnership)
receives its payment for the corresponding  period, but no later than forty-five
(45) days after the end of the Quarter to which the payment  relates;  provided,
however,  that  such  payment  shall not be due  until  any  disputes  among the
partners  of the  Partnership  (or the  Partnership  and the  Seller)  have been
resolved as provided in the  agreements  among such parties.  Payments  shall be
made by  Licensee  to  Licensor  and shall be deemed to be paid upon  receipt by
Licensor.

         (b) For each Quarter,  that portion of the Earned  Royalty equal to the
Subordination  Amount,  if any, shall be subordinated  and deferred.  Any amount
deferred  pursuant to this Section  3.4(b)  (together  with interest  thereon as
hereafter  provided) is referred to herein as a "Deferred  Earned  Royalty." The
amount of any Earned  Royalty which is deferred  shall continue as an obligation
of the  Licensee  and shall bear  interest at the rate of six percent per annum,
compounded  annually,  until  paid.  If for any  Quarter,  the  Licensee  has an
Operating Surplus,  the Licensee shall pay to the Licensor the lesser of (i) the
Relevant  Percentage of such Operating  Surplus and (ii) the aggregate amount of
any  outstanding but unpaid Deferred  Earned  Royalties  (including  accrued and
unpaid  interest).  Any

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<PAGE>

payments made with respect to Deferred Earned  Royalties shall be credited first
to accrued and unpaid interest,  and then to the principal  amount thereof.  All
Deferred  Earned  Royalties  not paid as of January 2, 2009 shall become due and
payable and shall be paid to the Licensor on such date."

         Section 3. Retention of Rights.  The parties hereto agree that they are
entering into this Amendment solely in order to implement certain changes to the
License Agreement,  including, but not limited to, revising the payment terms in
respect of the Earned Royalty thereunder, and that the act of entering into this
Amendment   shall  not  be  construed  as  evidence  of  any   satisfaction   or
dissatisfaction with the use or efficacy of the Coal Briquetting Technology.

         Section  4.  Representations  and  Warranties.  Each  of  Licensor  and
Licensee   represents  and  warrants  that  (a)  the  execution,   delivery  and
performance  of  this  Amendment  and  the   consummation  of  the  transactions
contemplated  hereby have been duly  authorized  on its behalf by all  requisite
action,  corporate or otherwise,  (b) it has the full right, power and authority
to enter into this Amendment and to carry out the terms of this  Amendment,  (c)
it has duly executed and delivered this Amendment, (d) this Amendment is a valid
and binding  obligation of it enforceable in accordance with its terms,  and (e)
the execution and delivery of this  Amendment and the  performance  by it of the
License  Agreement,  as  amended  by this  Amendment,  does not and will not (i)
require any consent or approval of any party which has not been  obtained,  (ii)
conflict with or violate any provision of its  organizational  documents,  (iii)
conflict  with or violate any  provision of any  applicable  law,  regulation or
order of any  governmental  or  regulatory  authority,  or (iv)  conflict  with,
violate or result in a breach of or  constitute a default under or result in the
imposition or creation of a security  interest under any contract,  agreement or
other undertaking to which it is a party or by which it or any of its properties
or assets are bound.

         Section 5. Other Provisions Unaffected. All of the terms, covenants and
provisions  of the License  Agreement  shall  continue in full force and effect,
unamended and unmodified except as specifically set forth in this Amendment.

         Section 6. Effectiveness.  This Amendment shall be effective, and shall
be binding on the parties hereto, on the date first above written.

         Section 7. 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 to forbear from all such action,  as may be
reasonably  necessary or appropriate in order to more effectively  carry out the
provisions of this Amendment.

         Section  8.  Governing  Law.  This  Amendment   shall  be  governed  in
accordance with the laws of the State of Utah, exclusive of its conflict of laws
rules.

         Section 9. Counterparts.  This Amendment 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.

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<PAGE>

         IN WITNESS  WHEREOF,  each of Licensor and Licensee has caused its duly
authorized  representative to execute and deliver this Amendment on the date and
year first above written.

LICENSOR                               LICENSEE
COVOL TECHNOLOGIES, INC                P.C VIRGINIA SYNTHETIC
                                       FUEL #1, L.L.C. by PACE CARBON SYNFUELS
                                       INVESTORS, L.P.,
                                       Its sole member

                                       By: PACE CARBON FUELS, L.L.C.,
                                       Its general partner

By: /s/ Stanley M. Kimball             By: /s/ James R. Treptow
    ----------------------                 --------------------
Name: Stanley M. Kimball               Name: James R. Treptow
Title: Sr. Vice President              Title:   President


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