Employment Agreement


THIS EMPLOYMENT AGREEMENT (this "Agreement") is effective as of the first day of
August 1997 (the "Effective  Date") by and between Covol  Technologies,  Inc., a
Delaware corporation (the "Company") and Dee J. Priano ("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.

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

1)   Employment  and  Position.  The Company  employs  Employee and the Employee
     accepts employment by the Company as Vice President of the Company or other
     mutually  agreed  senior  position  for  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 position set forth in Paragraph 1,  Employment and
     Position,  diligently,  competently  and in conformance  with the corporate
     policies  of the  Company.  Employee  shall be free to conduct  real estate
     investment   activities   that  do  not  conflict  or  interfere  with  the
     performance of his duties under this  Agreement.  Employee may from time to
     time perform services for Kennecott Utah Copper Corporation as long as said
     services 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 or Chief Executive
     Officer of the Company.

3)   Period of Employment. Employee's employment by the Company pursuant to this
     Agreement shall, unless sooner terminated as provided in this Agreement, be
     for a term of three  (3)  years,  commencing  as of the first day of August
     1997,  and ending with the close of "business" on the  thirty-first  day of
     July 2000 (the "Period of Employment").

4)   Base Salary.  During the first  twenty-four  months of this Agreement,  the
     Employee's regular salary,  before all customary and proper taxes, shall be
     no less than $80,000 per year,  payable  bi-weekly.  During the last twelve
     months  of this  Agreement,  the  Employee's  regular  salary,  before  all
     customary  and  proper  taxes,  shall be no less  than  $125,000  per year,
     payable bi-weekly.

                                       1
<PAGE>

5)   Incentive  Bonus.  During  the  Period  of  Employment,  Employee  shall be
     entitled  to receive  bonuses  pursuant to the  Company's  bonus plan as in
     effect from time to time.

6)   Stock  Options.  Incentive  Stock Options (as defined in Section 422 of the
     Internal  Revenue  Code)  shall  be  issued  pursuant  and  subject  to the
     provisions outlined below or as otherwise mutually agreed to:

         a)       Purchase  Price.  The purchase  price per share for the shares
                  subject  to  the  Stock  Option  will  be  Eight  Dollars  and
                  Twenty-five Cents ($8.25) per share.

         b)       Number of Shares.  The Stock  Options  will be for One Hundred
                  Thousand  (100,000)  shares of the Company's Common Stock (the
                  "Optioned Shares").

         c)       Exercise  Periods.  Four Thousand (4,000) Optioned Shares will
                  be vested and  exercisable on August 1, 1997 and Four Thousand
                  (4,000)   additional   Optioned  Shares  will  be  vested  and
                  exercisable on the first day of each month  following  through
                  September  1,  1999,  at which time all One  Hundred  Thousand
                  Optioned Shares will be fully vested and exercisable.

         d)       Additional  Stock Options.  Employee shall also be eligible to
                  receive   additional   stock  options  during  the  Period  of
                  Employment  pursuant to a stock  option bonus plan as may from
                  time to time be in effect.

         e)       Vesting  of Options in Event of  Disability  or Death.  In the
                  event of disability or death of Employee,  any nonvested Stock
                  Options shall vest  effective as of the date of the disability
                  or  the  death  of  Employee.   In  the  event  of  Employee's
                  disability  or  death,  the  Employee,   heirs  or  estate  of
                  Employee,  as the case may be,  may  exercise  any  unexecuted
                  options at any time.

         f)       Vesting of Options in Event of Management Change. In the event
                  of replacement of Brent M. Cook as Chief Executive  Officer of
                  the Company,  all nonvested Stock Options and Additional Stock
                  Options  shall vest as of the date  Brent M. Cook is  released
                  from the position of Chief Executive Officer of the Company.

         g)       Vesting of Options in Event of Ownership  Change. In the event
                  a third party  tenders to purchase all  outstanding  shares of
                  the  Company,  or  substantially  all  of  the  assets  of the
                  Company,  all  non-vested  Stock  Options shall vest as of the
                  date the tender offer or asset sale is  announced.  The intent
                  of this  section is to allow the  Employee  to vote the shares
                  represented  by  the  Stock  Options  and  at  the  Employee's
                  discretion, exercise any unexecuted options.

                                       2
<PAGE>


7)   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  Kennecott
     Corporation and/or any of its subsidiaries.

         a)       Vacation.  During the Period of Employment,  Employee shall be
                  entitled  to not less  than  Five (5)  weeks of paid  vacation
                  during  each  calendar  year  occurring  during  the Period of
                  Employment  and that  amount  of  vacation  provided  to other
                  senior executive officers of 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.

         b)       Sick  Leave.  Sick 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. At the Employee's option, the Company shall pay the
                  premium for and provide life, disability,  medical, and dental
                  benefits for the Employee and his family.

         d)       Retirement  Plan.  The  Employee  shall   participate  in  the
                  Company's  Retirement  Plans in accordance  with the terms and
                  provisions and applicable law, 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 as of August 1,  1997,  or as the  effective
                  date of the implementation of such plans whichever is later.

         e)       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.

8)   Termination of Employment by the Company.  Anytime in this Agreement to the
     contrary notwithstanding,  the Company shall have the following rights with
     respect to termination of the Employee's employment:

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

                                       3
<PAGE>


                  i)       Employee has been  convicted of or has entered a plea
                           of  guilty  or nolo  contendre  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.

                  ii)      There  has  been  a  theft,  embezzlement,  or  other
                           criminal   misappropriation  of  funds  by  Employee,
                           whether from Company or any other person.

                  iii)     Employee has  willfully  failed or refused  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
                           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  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  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.

         b)       Without Cause. Employee's employment may be terminated without
                  cause  provided  that the Company pays Employee upon notice of
                  termination,  any  unearned  salary  specified in Paragraph 4,
                  Base Salary,  the amount  specified in Paragraph 10, Severance
                  Pay, any earned  Incentive  Bonuses  specified in Paragraph 5,
                  Incentive Bonus, vests Employee in any Stock Options specified
                  in Paragraph 6)b,  Stock Options Number of Shares,  which have
                  not  vested as of the date of  termination  and  awards to and
                  vests Employee,  effective date of termination, any Additional
                  Stock  Options  that  Employee  has received or is eligible to
                  receive under Paragraph 6)d, Additional Stock Options.

9)   Termination  of  Employment by Employee.  Anytime in this  Agreement to the
     contrary notwithstanding, the Employee shall have the following rights with
     respect to termination of the Employee's employment:

         a)       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.   If  the  employee
                  terminates  With  Good  Reason,  the  Company  shall  pay  the

                                       4
<PAGE>

                  Employee  on the  date of  termination,  any  unearned  salary
                  specified in Paragraph 4, Base Salary, the amount specified in
                  Paragraph  10,  Severance  Pay, any earned  Incentive  Bonuses
                  specified in Paragraph 5, Incentive  Bonus,  vests Employee in
                  any Stock Options  specified in Paragraph  6)b,  Stock Options
                  Number  of  Shares  which  have not  vested  as of the date of
                  termination  and awards to and vests  Employee,  effective the
                  date  of  termination,   any  Additional  Stock  Options  that
                  Employee  has  received  or  is  eligible  to  receive   under
                  Paragraph 6)d, Additional Stock Options.  For purposes of this
                  Agreement, "Good Reason" shall mean and consist of:

                  i)       A material  breach by  the Company of its obligations
                           under  this  Agreement;   without   Employee's  prior
                           written consent, 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 this  Agreement,  as a
                           Vice  President  of the Company;  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;  upon  consummation  of a sale of all or
                           substantially  all of the outstanding stock or assets
                           of the  Company in which sale the  acquiring  company
                           did not assume all of the  obligations of the Company
                           under this Agreement.

         b)       Without Good Reason.  With not less than sixty (60) days prior
                  written  notice  (which  notice  shall  specify  the  date  of
                  termination),  Employee  shall have the right to terminate his
                  employment under this Agreement without Good Reason.

10)  Severance  Pay. If this  Agreement  terminates  and the  Employee  does not
     continue in the  employment of the Company,  whether or not the Employee is
     offered continued  employment by the Company,  the Company shall pay to the
     Employee an amount  equal to two times the base annual  salary in effect at
     the  time of such  termination.  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.

                                        5
<PAGE>

11)  Automobile Allowance.  Commencing January 1, 1999 and continuing until this
     Agreement  terminates,  the Company  shall pay the  Employee an  Automobile
     Allowance of no less than $550 per month.






Accepted and Agreed to:


/Dee J. Priano/                                               4 January 1999
-------------------------------------                  -------------------------
Dee J. Priano                                                     Date




Accepted and Agreed to for Covol Technologies:


/Brent M. Cook/                                               4 January 1999
-------------------------------------                  -------------------------
Brent M. Cook                                                     Date


                                       6