THIS AMENDED AND RESTATED  LICENSE AND BINDER  PURCHASE  AGREEMENT (the
"Agreement"),  is made and entered  into as of December  12, 1997 by and between
Birmingham  Syn  Fuel,   L.L.C.,   an  Oregon  limited  liability  company  (the
"Licensee"),   and  Covol  Technologies,   Inc.,  a  Delaware  corporation  (the
"Vendor"),  and Alabama  Synfuel #1 Ltd., a Delaware  limited  partnership  (the
"Licensor").

         WHEREAS  Vendor has  represented  that it has  developed a  proprietary
process to produce synthetic coal fuel extrusions and briquettes from waste coal
dust,  coal  fines and other  coal  derivatives,  and that  Vendor  has  granted
Licensor a license to such  proprietary  process  pursuant to which  Licensor is
entitled to license the coal extruding and Briquetting Technology to Licensee.

         WHEREAS  Licensor  and  Vendor  have  agreed to assign to the  Licensee
ownership of a coal extruding and  briquetting  facility  located in Birmingham,
Alabama  (the  "Alabama  Project"),  pursuant  to the Alabama  Project  Purchase
Agreement,  dated as of March 20, 1997, as amended by letter agreements dated as
of June 27, July 7, August 28, 1997 and December 12, 1997, respectively,  as the
same may be further  amended,  supplemented  or otherwise  modified from time to
time (the "Purchase Agreement").

         WHEREAS  Licensee,  Licensor  and Vendor  wish to amend and restate the
terms of the License and Binder  Purchase  Agreement,  dated August 28, 1997, on
the terms and conditions set forth in this Agreement.

         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,
Licensor, Licensee and Vendor agree as follows:

         Section 1 Definitions. Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed thereto in the Purchase Agreement.

                  "Alabama Project" has the meaning set forth in the preamble.

                  "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
intellectualproperty rights, inventions,

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

<PAGE>
                                                                               2

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,  in each case owned or
controlled by Vendor or Licensor, to include such information in existence as of
the date of this  Agreement as well as related  information  later  developed by
Vendor or Licensor;  provided,  however, that the defined term "Coal Briquetting
Technology"  shall not include the  proprietary  process  developed by Vendor 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.

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

                  "Effective  Date" means the  date of  this Agreement set forth
above.

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

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

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

                  "Purchase  Agreement"  has  the  meaning  set  forth  in   the
preamble.

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

<PAGE>
                                                                               3

         Section 2 Sublicense Grant.

                  2.1  General.  Subject  to the  terms and  conditions  of this
Agreement,  Licensor  hereby grants to Licensee,  and Vendor hereby  consents to
such grant by the Licensor and guarantees to Licensee,  an exclusive  sublicense
to use the Coal  Briquetting  Technology  for  Commercial  Use,  in within a one
hundred (100) mile radius of the Alabama Project,  including 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.

                  2.2 Know-How  and  Assistance.  To enable  Licensee to benefit
fully from the license of the Coal Briquetting  Technology,  Licensor and Vendor
shall provide access to all documentation,  drawings, engineering specifications
and other  know-how in either  Vendor's  or  Licensor's  possession,  reasonable
access to Vendor's and Licensor's  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
Licensee.

                  2.3  Improvements.  Each of Licensor  and Vendor  shall notify
Licensee 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.
Each of Vendor and Licensor  hereby  grants to Licensee an exclusive  license to
utilize the  Improvements  made by it for Commercial  Use,  within a one hundred
(100) mile radius of the Alabama Project, 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 Licensee by either Vendor or Licensor shall remain the
sole and exclusive  property of Vendor.  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  Licensee and Vendor and Licensor  entered into prior to undertaking any
joint development.

<PAGE>
                                                                               4

                  2.4  Confidentiality.  Licensee  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  Alabama  Project  and the sale of coal
briquettes/extrusions  produced  by  the  Alabama  Project;  provided,  however,
information which (i) becomes generally  available to the public other than as a
result of a  disclosure  by  Licensee  or its agents,  employees,  directors  or
representatives,  (ii) was  available  to Licensee on a  non-confidential  basis
prior to its disclosure pursuant to the terms hereof, or (iii) becomes available
to Licensee on a  non-confidential  basis from a source  other than  Licensor or
Vendee,  provided  that  such  source is not known by  Licensee  or its  agents,
employees,  directors or  representatives to be prohibited from transmitting the
information to Licensee by any confidentiality agreement with Licensor or Vendor
or by any other contractual,  legal or fiduciary obligation shall not be subject
to the terms of this Section 2.4.

         Section 3  License Fee and Royalty.

                  3.1  License  Fee.  Licensee  shall owe a base  license fee to
Licensor equal to $500,000 in the event of, and $250,000 of the base license fee
shall be due and payable  within  five (5)  Business  Days of, (i) the  Licensee
receives a Letter  Ruling  satisfactory  to it (as  contemplated  under  Section
7.1(i) of the Purchase  Agreement),  or (ii) the option of PacifiCorp  Financial
Services, Inc. under the Conditional Option Agreement is terminated unexercised;
provided, however, that the remaining $250,000 of the base license fee shall not
be due and  payable  until  five (5)  Business  Days after  consummation  of the
transactions under the Purchase  Agreement upon "Substantial  Completion" of the
Alabama Project as defined in the Construction Contract.

                  3.2 Royalty  Amount.  On or before each  January 31, April 30,
July 31,  and  October  31 from and after the  commencement  of the  payment  of
principal  pursuant  to the  Promissory  Note,  Licensee  shall pay to  Licensor
quarterly royalty payments  ("Royalty") in an amount equal to the product of (i)
*, as adjusted  pursuant to the immediately  succeeding  proviso,  multiplied by
(ii) the MM Btu of the extrusions and briquettes produced by the Alabama Project
and sold by the Licensee during the  immediately  preceding  quarter;  provided,
however, that on each anniversary date, commencing

* Confidential material omitted and filed separately with the Commission.


<PAGE>
                                                                               5

January 1, 1997,  the  amount  set forth in clause (i) shall be  adjusted  by an
amount  equal to thirty  percent  (30%) of 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; provided,  further, that
for any Royalty paid from and after the time the  Promissory  Note has been paid
in full,  the royalty  shall be determined by replacing the number "*" set forth
in clause (i) with "*."

                  Notwithstanding anything contained herein to the contrary, the
obligation  of Licensee to make payments of Royalties to Licensor in any quarter
shall be  limited  to an  amount  equal to the net  operating  cash  flow of the
Licensee  (which amount shall include the funding of  replacement  and operating
reserves for the Alabama Project).

         Section 4  Binder.

                  4.1 Sales of Binder.

                       4.1.1  Sale and Purchase. Upon  the request of  Licensee,
from  time-to-time,  Vendor  shall sell to  Licensee a  sufficient  quantity  of
proprietary  binder ingredients as is required to operate the Alabama Project up
to  full  capacity.  Vendor  shall  deliver,  or  cause  to  be  delivered,  the
proprietary binder ingredients to the Alabama Project, at such times and in such
amounts as requested by Licensee.  Payments for proprietary  binder  ingredients
delivered by Vendor during any calender month shall be due and payable to Vendor
on the last Business Day of the immediately succeeding month.

                       4.1.2  Price. The  price  which  Licensee  shall  pay  to
Vendor  for the  proprietary  binder  ingredients  delivered  by or on behalf of
Vendor  during any  calender  year shall be an amount  equal to (i) the Vendor's
direct and actual costs (direct material,  shipping and labor costs, third-party
manufacturing and  transportation  costs,  binder plant warranty expense,  and a
percentage of the total overhead costs of Vendor 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  Vendor)
reasonably  incurred to deliver the proprietary  binder  ingredients  during the
immediately preceding calender year,

* Confidential material omitted and filed separately with the Commission.


<PAGE>
                                                                               6

plus (ii) * of the amount determined pursuant to clause (i).

                       4.1.3  Specifications and Warranties.  Vendor  represents
and warrants that all proprietary binder ingredients shall be merchantable, free
from  defects,  and shall  conform  to any other  agreed to  specifications.  At
Licensee's option,  Vendor shall replace,  or refund the purchase price and cost
of shipment of, all non-conforming  proprietary binder ingredients.  Vendor 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  Licensee's   inspection  and  test  before  final
acceptance.  Acceptance  and/or  inspection by Licensee  shall not  constitute a
waiver of any latent defect or nonconformity.

                   4.2 Binder Technology License. Vendor represents and warrants
that it has  delivered to a safety  deposit box owned by Licensee a written copy
of the formula used by it to  manufacture  the  proprietary  binder  material in
sufficient  quantities to operate the Alabama  Project up to full capacity,  and
Vendor  covenants  to  notify  Licensee  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 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 it appears
that a third party has infringed any  intellectual  property  rights  associated
with the Coal

<PAGE>
                                                                               7

Briquetting  Technology  or  otherwise   misappropriated  any  Coal  Briquetting
Technology,  Vendor  shall,  at Vendor's  expense,  institute  and conduct legal
actions  against such third party or to enter into such  agreements  oraccord in
settlement as are deemed appropriate by Vendor. Licensee shall have the right to
join  Vendor  as  a  plaintiff  in  the  prosecution  of  any   infringement  or
misappropriation  action affecting the Alabama  Project,  provided that Licensee
shall  bear up to fifty  percent  (50%) of all the  costs  and  expenses  of the
action.  If Licensee  and Vendor  have  jointly  conducted  an  infringement  or
misappropriation  action,  any sums  recovered  from the  third  party  shall be
distributed  to Licensee and Vendor 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.  Licensee shall always
have the right to be  represented by counsel of its own selection in any action.
In no event shall Vendor enter into any  agreement  or  settlement  inconsistent
with the terms of this Agreement.

         Section 7  Representations and Warranties.

                  7.1   Authority.   Each  of  Vendor,   Licensee  and  Licensor
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.

                  7.2  No  Consent.  Each  of  Vendor,   Licensee  and  Licensor
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.

                  7.3 Intellectual Property Matters. Each of Vendor and Licensor
warrants  that it (i) owns,  free and clear of all liens and  encumbrances,  all
intellectual  property,   inventor's  certificates  and  applications  therefor,
printed and unprinted

<PAGE>
                                                                               8

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 Licensee 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.

                  7.4   Physical   Properties.   Each  of  Vendor  and  Licensor
represents  and warrants  that (i) as of the date  hereof,  based on the current
information available to Vendor and Licensor, the cost per ton of producing coal
extrusions and  briquettes at the Alabama  Project,  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) the moisture content loss occurring in the
manufacture of the coal  briquettes and  extrusions  using the Coal  Briquetting
Technology,  assuming  that the waste  coal  dust,  coal  fines  and other  coal
derivatives  utilized in connection therewith has an initial moisture content of
ten percent  (10%) or less,  is two percent (2%) or less,  as measured  over the
course of a calendar  year;  (iii) 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 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 (iv) application of the Coal
Briquetting  Technology in the Alabama  Project will result in a chemical change
similar in all  material  respects to the chemical  change  described in the IRS
letter ruling received by Vendor, dated September 8, 1995.

* Confidential  material omitted and filed separately with the Commission.


<PAGE>
                                                                               9

         Section 8 Term. This Agreement and the license granted  hereunder shall
be for the period from the Effective  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.

         Section  9  Subordination;   Set  off.  Payments   hereunder  shall  be
subordinate  in right of payment to amounts due under the  Promissory  Note.  In
addition  to any rights of the  Licensee  under the  Transaction  Documents  and
applicable  law, any amounts  owing to Licensee  from either  Licensor or Vendor
under any of the  Transaction  Documents  may be offset and  applied  toward the
payment of any amounts,  or any part  thereof,  owing to the Licensor or Vendor,
whether or not such amounts shall be due and payable.

         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  authorized  by  this
Agreement  shall  be  given  to the  parties  hereto  at the  addresses,  and in
accordance  with the  procedures,  set  forth in  Section  12.3 of the  Purchase
Agreement.

         Section 13 Entire  Agreement.  This Agreement,  together with the other
Transaction Documents,  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  and/or in the
Transaction   Documents.   The   Transaction   Documents   supersede  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.

<PAGE>
                                                                              10

         Section 14  Governing  Law.  This   Agreement  shall  be  governed   in
accordance with the laws of the State of Utah.

         Executed by the duly  authorized  representative  of the parties on the
date and year first above written.

                                            COVOL TECHNOLOGIES, INC.

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


                                            ALABAMA SYN FUEL #1 LTD.

                                            By: /s/ Brent M. Cook
                                               --------------------------------
                                            Name: Brent M. Cook
                                            Title: Pres., Covol Tech., Inc. G.P.


                                            BIRMINGHAM SYN FUEL, L.L.C.

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