FORM OF
                AGREEMENT FOR TECHNOLOGY LICENSING OF FACILITIES

         This   Agreement  For   Technology   Licensing  Of  Facilities   ("this
Agreement") is made and entered into as of December 31st, 1996 by and between PC
West Virginia  Synthetic Fuel #1, L.L.C., a Delaware limited  liability  company
("Licensee"),  and Covol Technologies,  Inc., a Delaware corporation  ("Covol").
Licensee  and Covol  are  sometimes  hereinafter  referred  to as,  individually
"Party" and, collectively "Parties".

         Whereas,  Covol 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.

         Whereas,  Licensee proposes to enter into a form of agreement (referred
to as a "Facility  Agreement") between itself as Owner and with a Contractor for
the construction of one (1) agglomeration  facility within the United States, to
have a  production  design  capacity  of  approximately  500,000  tons  per year
(referred to as a "Facility"),  the reference to production  design capacity not
being intended to limit the actual production capacity of each Facility.

         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,
Licensee and Covol agree as follows:

         Section 1  Definitions.

         "Coal   Briquetting   Technology"   means  the  intellectual   property
(including  patents and  trademarks),  inventor's  certificates and applications
therefor,  printed  and  unprinted  technical  data,  know-how,  trade  secrets,
copyrights and other  intellectual  property  rights,  inventions,  discoveries,
techniques,  works,  processes,  methods,  plans, software,  designs,  drawings,
schematics, specifications, communications protocols, source and object code and
modifications,  test procedures,  program cards,  tapes,  disks,  algorithms and
other scientific or technical information relating to or used in the proprietary
process to produce synthetic coal fuel extrusions and briquettes from waste coal
dust, coal fines, and other similar coal derivatives, and the proprietary binder
material used in  manufacturing  synthetic  coal fuel  extrusions and briquettes
from waste coal dust,  coal fines and other  similar coal  derivatives,  in each
case owned or  controlled  by Covol;  provided,  however,  that the defined term
"Coal  Briquetting   Technology"  shall  not  include  the  proprietary  process
developed by Covol to produce synthetic coke extrusions and briquettes from coke
breeze or any technology other than technology for the processing and production
of synthetic coal fuel extrusions or briquettes.

         "Commercial Use" means any usage of the Coal Briquetting Technology for
(1) commercial  exploitation and (2) any other usage to which Covol grants prior
written consent which consent shall not be unreasonably withheld.

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

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

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

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

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

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

                                     Page 1

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

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

         Section 2  License Grant.

                  2.1  General.  Subject  to the  terms and  conditions  of this
Agreement,  Covol  hereby  grants  to  Licensee  a  licensee  to  use  the  Coal
Briquetting Technology for Commercial Use with the Facility, including a license
to make, have made, use, and sell or otherwise  transfer  products which embody,
use,  or  have  been  developed  or  manufactured   with  the  Coal  Briquetting
Technology.  Licensee may propose the general location for additional facilities
to use the Coal  Briquetting  Technology,  and Covol will then have  thirty (30)
days to approve  or  disapprove  of the  general  area for each such  additional
facility, which approval shall not unreasonably be withheld, taking into account
other facilities in the area utilizing Covol's  technology,  any  noncompetition
agreements, and like factors; provided that the following sites are approved and
not  subject  to the  30-day  review of this  Section  2.1:  Marmet  Pool,  near
Chesapeake, Kanawha County, WV.

                  2.2 Know-How  and  Assistance.  To enable  Licensee to benefit
fully from the license of the Coal Briquetting  Technology,  Covol shall provide
reasonable  access  to  documentation,   drawings,  engineering  specifications,
operating  facilities  under its control,  and other  know-how in its possession
that Licensee  reasonably  requires to carry out the purposes of this Agreement;
reasonable  access to its  employees  or agents who are  familiar  with the Coal
Briquetting Technology and Improvements to the Coal Briquetting  Technology,  as
defined  in  section  2.3  hereof;  technical  advice  with  regard  to the Coal
Briquetting Technology as is reasonably requested by Licensee; and assistance in
accumulating the data, technical  descriptions,  test results, etc. necessary to
apply for a Private Letter Ruling from the Internal  Revenue  Service  regarding
the production for the Facilities as qualifying for Section 29 tax credit. Covol
shall not be obligated to provide Licensee with documentation and other forms of
information Covol reasonably deems unnecessary to carry out the purposes of this
Agreement.

                  2.3 Improvements. Covol may develop improvements,  variations,
or modifications  ("Improvements") to the Coal Briquetting Technology.  The term
"Improvements"  shall  include  changes that reduce  production  costs,  improve
performance,  or  increase  marketability.  Covol  hereby  grants to  Licensee a
license to utilize the Improvements made by it for Commercial Use,  including to
make, have made, use, and sell or otherwise  transfer  products that utilize any
such  Improvements  subject  to the  terms  of this  Agreement.  It is  mutually
understood and agreed that all Improvements  provided to Licensee by Covol shall
remain the sole and exclusive property of Covol.

                  2.4  Confidentiality.  Licensee  hereby agrees not to disclose
the Coal Briquetting  Technology  except to its affiliates,  agents,  employees,
directors,  vendors, suppliers,  contractors or representatives that have a need
to know about the Coal  Briquetting  Technology in connection with the operation
and  maintenance  of the Facility and the sale of coal  briquettes or extrusions
produced by the Facility.

         Section 3  License Fees and Royalty.

                  3.1  License  Fees.  Licensee  shall  pay a one  time  advance
license  fee  equal  to * per ton for each ton of  annual  production  capacity.
Payment of the advance  license fee  described  in this Section 3.1 shall be due
and payable at the commencement of actual on-site construction of the Facility.

                  3.2  Royalty  Amount.  On or  before  the  15th  of the  month
following the end of each fiscal  quarter,  Licensee  shall pay to Covol royalty
payments  ("Royalty")  in an amount equal to the product of (i) * multiplied  by
(ii)  the  total  MM Btu of the  extrusions  and  briquettes  produced  from the
Facility  and sold by Licensee  during the  immediately  preceding  quarter that
qualify for the Section 29 tax  credit.  If unpaid by the date due,  the Royalty
shall accrue simple interest at the rate of one (1) percent per month. Beginning
on January 1, 1997 and each year  thereafter,  the Royalty  shall be adjusted by
the increase or decrease in the dollar  amount of the  inflation  adjustment  as
provided in Section 29 of the Internal Revenue Code.

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

<PAGE>

         Section 4  Sales of Binder.

                  4.1 Sale and  Purchase.  Upon the  request of  Licensee,  from
time-to-time,  Covol shall sell to Licensee a sufficient quantity of proprietary
binder  material  manufactured  by Covol as is required to operate the Facility.
The binder material shall conform in quality to the binder  described in Covol's
Section 29 tax credit Private Letter Ruling dated September 6, 1995,  subject to
any  improvement in the binder  material that still satisfies the Section 29 tax
credit  qualification  requirements.  Covol shall deliver the proprietary binder
material  to the  Facility,  at such  times and in such  amounts  as  reasonably
requested by Licensee.  Payments for proprietary  binder  material  delivered by
Covol during any  calender  month shall be due and payable to Covol on or before
the 15th of the  immediately  succeeding  month.  If unpaid by the due date, the
payment shall accrue simple interest at the rate of one (1) percent per month.

                  4.2  Price.  The  price  which  Licensee  shall  pay  for  the
proprietary binder material delivered by Covol during any calender year shall be
an amount  equal to (i) Covol's  direct and actual  costs  (direct  material and
labor costs and a percentage  of the total  overhead  costs of Covol  reasonably
reflecting the ratio of the administrative costs incurred in connection with the
manufacture  and sale of the  proprietary  binder material to the total overhead
costs of Covol)  reasonably  incurred  to  manufacture  the  proprietary  binder
material plus (ii) * of the amount determined pursuant to *.

                  4.3  Licensee  Production  of Binder.  If  Covol's  ability to
deliver the proprietary  binder material to Licensee is interrupted for at least
twenty  days or  terminated,  Covol  hereby  grants to  Licensee a  nonexclusive
license for the term of this  Agreement  (or such shorter  period as provided in
the proviso  hereto) to use Covol's  technology to manufacture  the  proprietary
binder  material in  sufficient  quantities  to operate the  Facility up to full
capacity for the purposes of this Agreement;  provided however, that the license
granted  to  Licensee  under  this  section  4.3  shall  cease  and sales of the
proprietary  binder material shall be reinstated at any time after Covol is able
to deliver the  proprietary  binder material in accordance with section 4. Covol
will deliver to a safety  deposit box owned jointly by Covol and Licensee at the
Bank of American Fork, Main Branch,  a written copy of the formula used by Covol
to manufacture the proprietary binder material. Except to the extent required by
law, Licensee covenants to hold the formula delivered to it by Covol pursuant to
the preceding sentence strictly confidential, and not to study, utilize, remove,
or access the formula except in accordance  with the license granted to Licensee
pursuant to this section 4.3.

         Section 5 Records; Inspection;  Confidentiality.  Each Party shall keep
accurate records containing all data reasonably required for the computation and
verification of the amounts to be paid by the Parties under this Agreement,  and
shall permit the other Party or an independent accounting firm designated by the
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.  Except  to the  extent
required by law, 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 Development and Construction of Facilities.

                  6.1  Assistance  from Covol.  Upon the  reasonable  request of
Licensee,  Covol  agrees  to  provide  assistance  from  time  to  time  in  the
development and construction of the Facility.

                  6.2  Reimbursement  of Expenses.  Licensee shall reimburse the
travel and other similar out-of-pocket  expenses of Covol in performing services
requested under section 6.1 hereof;  provided,  however, that Covol shall obtain
the prior written approval of Licensee for any expenditures in excess of $5,000.

         Section 7  Representations and Warranties.

                                     Page 3

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

<PAGE>

                  7.1  Authority.  Each of Covol  and  Licensee  represents  and
warrants that (i) the execution,  delivery and performance of this Agreement and
the  consummation of the transactions  contemplated  hereby have been or will be
duly authorized on its behalf by all requested  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 Covol and  Licensee  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.  Covol warrants that it (i)
owns intellectual property,  inventor's  certificates and applications therefor,
printed and unprinted technical data,  know-how,  trade secrets,  copyrights and
other intellectual property rights, inventions, discoveries,  techniques, works,
processes,   methods,   plans,   software,   designs,   drawings,    schematics,
specifications,   communications   protocols,   source  and   object   code  and
modifications,  test procedures,  program cards, tapes, disks,  algorithms,  and
other scientific or technical information relating to 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,
as  defined  in  section 1 hereof,  and (ii) has the right and power to grant to
Licensee the licenses granted herein. *.

                  7.4  Indemnification.  Each Party agrees and shall  indemnify,
defend  and hold  harmless  the other  Party,  its  members,  officers,  agents,
successors and permitted assigns from and against all claims, disputes,  losses,
damages, liabilities, costs and expenses (including attorneys' fees) of any kind
arising from any claims or other actions relating to a breach by the first Party
of its representations and warranties made in this Agreement.

         Section 8 Term. This Agreement and the license granted  hereunder shall
be for the  primary  term from the date first  above  written  to and  including
January 1, 2008,  or the  corresponding  date under  Section 29 of the  Internal
Revenue  Code,  as  amended,  in the event of an  extension  of the tax  credits
available under Section 29 of the Internal  Revenue Code, as amended,  whichever
is later.  Licensee shall have the right to renew this Agreement upon terms that
the Parties may later agree.

         Section 9 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 10  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 11 Notices. All notices required or permitted to be given under
this  Agreement  shall be in  writing.  Notices  may be served by  certified  or
registered mail, postage paid with return receipt requested; by private courier,
prepaid;  by telex,  facsimile,  or other  telecommunication  device  capable of
transmitting or creating a written record; or personally. Mailed notices shall

                                     Page 4

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

<PAGE>

be deemed  delivered  five days after  mailing,  property  addressed.  Couriered
notices  shall be  deemed  delivered  when  delivered  as  addressed,  or if the
addressee refuses  delivery,  when presented for delivery  notwithstanding  such
refusal.  Telex or  telecommunicated  notices  shall be  deemed  delivered  when
receipt is either confirmed by confirming transmission equipment or acknowledged
by the  addressee  or its office.  Personal  delivery  shall be  effective  when
accomplished.  Unless a party  changes its address by giving notice to the other
party as  provided  herein,  notices  shall be  delivered  to the parties at the
following address:

                  Covol:            Covol Technologies, Inc.
                                    3280 North Frontage Road
                                    Lehi, Utah 84084
                                    Telephone:  (801) 768-4481
                                    Telecopier:  (801) 768-4483
                                    Attn.:  Mr. Brent M. Cook

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

          Licensee:                 PC West Virginia Synthetic Fuel #1, L.L.C.
                                    4401 Fair Lakes Court
                                    Suite 400
                                    Fairfax, VA  22033
                                    Telephone:  (703) 818-9100
                                    Telecopier:  (703) 818-9108
                                    Attn.:  Mr. James R. Treptow

         Section 12  Assignment.  This Agreement may be assigned by Covol to any
of its wholly-owned  subsidiaries  and by Licensee to any affiliate(s)  owning a
Facility;  otherwise, this Agreement may not be assigned by either Party without
the other Party's prior written consent, which consent shall not be unreasonably
withheld.

         Section 13 Further Assurances. Each Party agrees, at the request of the
other Party,  at any time and from time to time, to execute and deliver all such
further  documents,  and to take and  forbear  from all such  action,  as may be
reasonably  necessary or appropriate in order more  effectively to carry out the
provisions of this Agreement.

         Section 14 Entire  Agreement.  This  Agreement  constitutes  the entire
agreement of the Parties  relating to the subject  matter  hereof.  There are no
promises,  terms,  conditions,  obligations,  or  warranties  other  than  those
contained   herein.   This  Agreement   supersedes  all  prior   communications,
representations, or agreements, verbal or written, among the Parties relating to
the subject matter  hereof.  This Agreement may not be amended except in writing
signed by the Parties.

         Section 15   Governing  Law.  This  Agreement  shall  be  governed   in
accordance with the laws of the State of Utah.

         Section 16 Counterparts.  This Agreement may be executed in two or more
counterparts,  each which shall be deemed an original, but all of which together
shall constitute one and the same agreement.

                                     Page 5
<PAGE>

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

                                   COVOL TECHNOLOGIES, INC.



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



                                   PC  WEST VIRGINIA SYNTHETIC FUEL #1, L.L.C.
                                   by C.C. PACE CAPITAL, L.L.C.,
                                   one of its members



                                   By:  /s/  James R. Treptow
                                      --------------------------
                                   Name:  James R. Treptow
                                   Title:  Managing Director

                                     Page 6