PROMISSORY NOTE


$9,750,000                                                      December 8, 1998


         FOR VALUE RECEIVED,  COVOL TECHNOLOGIES,  INC., a Delaware  corporation
("Maker"),  hereby  unconditionally  promises to pay to the order of MOUNTAINEER
SYNFUEL,  L.L.C., a Delaware limited liability company ("Payee"),  at such place
as Payee may from time to time designate in writing to Maker,  the principal sum
of $9,750,000,  or, if less, the sum of (i) $8,250,000  plus (ii) any additional
amounts  ("Additional  Amounts") loaned on the date hereof or hereafter by or on
behalf  of Payee  to  Maker up to a  maximum  additional  amount  of  $1,500,000
pursuant to the letter  agreement  of even date  herewith  among  Maker,  Payee,
Fannie  Mae and MSDW  Synfuels  II,  Inc.,  together  with all  unpaid  interest
thereon,  on June 30,  2000  (the  "Maturity  Date"),  or  sooner  as  hereafter
provided.

         1. Notation of Additional  Amounts.  Payee is authorized to record,  on
the  schedule  annexed  hereto and made a part hereof,  or on other  appropriate
records of Payee, the date and amount of each Additional  Amount loaned by Payee
to Maker,  provided,  however,  that failure by Payee to make any recordation or
other error therein shall not limit or otherwise affect the obligations of Maker
hereunder.

         2. Interest.  The unpaid principal  balance of this promissory note (as
amended,  modified or supplemented  from time to time, this "Note") from time to
time  outstanding  shall bear  interest at a per annum rate equal to ten percent
(10%),  but in no  event  higher  than  the  maximum  lawful  rate  that  may be
contracted for, charged, taken, reserved or received by Payee in accordance with
applicable law.  Interest hereon shall be computed on the basis of a year of 365
or 366 days, as applicable, for the actual number of days elapsed.

         3.  Manner of Payment  and  Application  of Funds.  The  principal  and
accrued interest on this Note shall be due and payable as follows:

                  (a) Unless this Note has been accelerated  pursuant to Section
         6 hereof, commencing on January 31, 1999 and continuing on the last day
         of each month  thereafter  through June 30,  1999,  the Maker shall pay
         accrued interest on the outstanding principal amount hereof;

                  (b) Unless this Note has been accelerated  pursuant to Section
         6 hereof,  commencing  July 31, 1999 and  continuing on the last day of
         each month  thereafter  through May 31,  2000,  the Maker shall pay the
         amount of $350,000,  such payment being applied first to the payment of
         accrued but unpaid interest and then to principal; and

                  (c) All unpaid  principal  and  accrued  interest on this Note
         shall  be due  and  payable  on the  earlier  of the  Maturity  Date or
         acceleration pursuant to Section 6 hereof.

                                       -1-

<PAGE>



All  sums  payable  hereunder  will be  payable  by  Maker  to  Payee  in  funds
constituting  lawful  money of the United  States of America and in  immediately
available funds.  Maker's  obligation to make payments hereunder is absolute and
unconditional  and shall not be subject  to any  defense,  claim,  counterclaim,
setoff,  recoupment,  abatement  or other right that Maker may now or  hereafter
have against Payee or any other person or entity.

         4.  Prepayment  of Principal.  From and after  January 29, 1999,  Maker
shall be entitled to prepay at any time(s)  the  outstanding  principal  balance
hereof,  in whole or in part, plus accrued  interest  thereon without premium or
penalty.  All prepayments  shall be applied first to accrued but unpaid interest
and then to  principal.  This Note shall not be  prepayable  in whole or in part
prior to January 15, 1999.

         5. Security Agreement. This Note is secured by a Security Agreement (as
amended,  modified or supplemented from time to time, the "Security  Agreement")
and by a  Leasehold  Credit  Line  Deed of Trust  and  Security  Agreement  (the
"Leasehold  Deed of Trust and Security  Agreement"),  each of even date herewith
executed by Maker in favor of Payee,  to which reference is made for a statement
of the rights and obligations of Maker and Payee in relation thereto.

         6.  Events of Default.  Maker shall be in default  under this Note upon
the occurrence of any of the following events or conditions  (each, an "Event of
Default"):

                  (a)  Maker  fails  to pay any  principal,  interest  or  other
         amounts payable under this Note when due;

                  (b) Maker  commences or becomes the subject of any proceedings
         under  any   bankruptcy,   reorganization,   compromise,   arrangement,
         insolvency,   readjustment  of  debts,   conservatorship,   moratorium,
         dissolution,   liquidation,  or  similar  debtor  relief  laws  of  any
         jurisdiction,  whether now or hereafter in effect,  and, in the case of
         involuntary   proceedings,   such   proceedings   are  not   dismissed,
         discharged,  stayed or  restrained  within 60 days of the  commencement
         thereof,  or makes an assignment for the benefit of its  creditors,  or
         fails to pay its debts generally as they become due;

                  (c) Maker  liquidates  or  dissolves  itself (or  suffers  any
         liquidation  or  dissolution)  or otherwise  winds up or terminates its
         existence;

                  (d) An "Event of  Default"  as  specified  and  defined in the
         Security  Agreement  or  the  Leasehold  Deed  of  Trust  and  Security
         Agreement shall have occurred.

         7.       Acceleration and Other Remedies.

                  (a) If an Event of Default  described  in  Section  6(b) above
         occurs,  the  aggregate  unpaid  principal  balance of and any  accrued
         interest  on  this  Note  shall   thereupon   become  due  and  payable
         concurrently  therewith,  without any action by Payee or any subsequent
         holder  of this  Note,  and  without  diligence,  presentment,  demand,
         protest,  notice of protest or intent to  accelerate,  or notice of any
         other kind,  all of which are hereby  expressly  waived  (except to the
         extent waiver of the foregoing is not permitted by applicable  law). If
         any other  Event of  Default  occurs,  Payee or any  subsequent  holder
         hereof may,  upon written  notice to Payee of such Event of Default (i)
         declare the unpaid principal balance of and any accrued interest

                                       -2-

<PAGE>



         on this Note immediately due and payable,  whereupon it will be due and
         payable without  diligence,  presentment,  demand,  or protest,  all of
         which are hereby  expressly  waived (except to the extent waiver of the
         foregoing is not  permitted by applicable  law),  and (ii) exercise all
         other rights and remedies available by agreement, at law or in equity.

                  (b) Failure to exercise any of the foregoing  options will not
         constitute  a waiver  of the  right to  exercise  the same or any other
         option  at any  subsequent  time in  respect  to any other  event.  The
         acceptance by Payee of any payment  hereunder that is less than payment
         in full of all amounts due and payable at the time of such payment will
         not  constitute a waiver of the right to exercise any of the  foregoing
         options at that time or at any  subsequent  time or  nullify  any prior
         exercise of any such option  without  the  express  written  consent of
         Payee.

         8. Waivers.  Maker and any  endorsers,  sureties or  guarantors  hereof
severally  waive  presentment  and  demand  for  payment,  notice  of  intent to
accelerate maturity,  notice of acceleration of maturity,  protest and notice of
protest  and  non-payment,  other  notice  of any  kind,  bringing  of suit  and
diligence  in taking  any  action to  collect  any sums  owing  hereunder  or in
proceeding  against any of the rights and properties  securing  payment  hereof.
Maker and any endorsers,  sureties or guarantors hereof also severally waive any
notice of or defense on account of any extensions, renewals, partial payments or
changes in any manner of or in this Note or in any of its terms,  provisions and
covenants,  or any delay,  indulgence  or other act of any trustee or any holder
hereof, whether before or after maturity.

         9. Legal Interest  Limitations.  It is the intent of Maker and Payee to
conform  strictly to all applicable state and federal usury laws. All agreements
between Maker and Payee,  whether now existing or hereafter  arising and whether
written or oral, are hereby expressly limited so that in no contingency or event
whatsoever,  whether  by  reason  of  acceleration  of the  maturity  hereof  or
otherwise, shall the amount contracted for, charged or received by Payee for the
use, forbearance, or detention of the money to be loaned hereunder or otherwise,
or for the payment or performance of any covenant or obligation contained herein
or in any other document evidencing, securing, or pertaining to the indebtedness
evidenced  hereby which may be legally deemed to be for the use,  forbearance or
detention of money, exceed the maximum amount which Payee is legally entitled to
contract for, charge or collect under  applicable  state or federal law. If from
any circumstance whatsoever fulfillment of any provision hereon or of such other
documents,   at  the  time  performance  of  such  provision  is  due,  involves
transcending the limit of validity  prescribed by law, then the obligation to be
fulfilled shall be automatically  reduced to the limit of such validity,  and if
from any such  circumstance  Payee ever  receives as interest  or  otherwise  an
amount in excess of the maximum that can be legally collected,  then such amount
which  would be  excessive  interest  shall be applied to the  reduction  of the
principal  indebtedness  hereof  and any  other  amounts  due  under  any  other
instrument  evidencing,  securing or  pertaining to the  indebtedness  evidenced
hereby,  but not to the payment of  interest;  and if such amount which would be
excessive  interest exceeds the unpaid balance of principal hereof and all other
non-interest  indebtedness  described above, then such additional amount will be
refunded  to  Maker.  All sums  paid or  agreed to be paid by Maker for the use,
forbearance  or detention of the  indebtedness  of Maker to Payee shall,  to the
extent  permitted by applicable  law, be  amortized,  prorated,  allocated,  and
spread  throughout the full term of such  indebtedness  until payment in full so
that  the  amount  of  interest  on  account  of such  indebtedness  is  uniform
throughout  the term  thereof  and does not  exceed  the  maximum  permitted  by
applicable law.

                                       -3-

<PAGE>



The terms and  provisions of this  paragraph  shall control and supersede  every
other provision of all agreements between Maker and the Payee.

         10.  Severability.  If any  provision  of  this  Note  or  any  related
documents  is held to be  illegal,  invalid or  unenforceable  under  present or
future laws or regulations, that provision will be fully severable. The affected
instrument,  document or  agreement  shall be  construed  and enforced as if the
severed  provision had never been a part thereof,  and the remaining  provisions
shall  remain in full force and effect and shall not be  affected by the severed
provision or by its severance therefrom. In lieu of the severed provision, there
shall be added automatically as a part of the affected  instrument,  document or
agreement a provision that is legal,  valid and  enforceable,  and as similar in
terms to the severed provision as may be possible.

         11.  Notices.  All  notices,  requests  or  communications  required or
permitted to be given  hereunder shall be in writing and shall be deemed to have
been properly  given if (a) mailed by  first-class  United States mail,  postage
prepaid, registered or certified with return receipt requested, (b) delivered by
a nationally  recognized overnight delivery service with written confirmation of
delivery,  (c)  delivered  in person to the intended  addressee,  or (d) sent by
facsimile transmission with confirmation of delivery. Any notice mailed as above
provided  will be effective  upon its deposit in the custody of the U.S.  Postal
Service; all other notices will be effective upon receipt. All notices hereunder
shall be given at the following addresses:

         if to Maker:               Covol Technologies, Inc.
                                    3280 North Frontage Road
                                    Lehi, Utah  84043
                                    Facsimile: (801) 768-4483
                                    Attention:  Stanley M. Kimball

         if to Payee:               Mountaineer Synfuel, L.L.C.
                                    3280 North Frontage Road
                                    Lehi, Utah  84043
                                    Facsimile:  (801) 766-1979
                                    Attention:  Harlan M. Hatfield

         with copies to:            MSDW Synfuels II, Inc.
                                    1221 Avenue of the Americas
                                    23rd Floor
                                    New York, New York  10020
                                    Facsimile:  (212) 762-6912
                                    Attention:  Debra M. Aaron

                                    and

                                    Fannie Mae
                                    3900 Wisconsin Avenue, N.W.
                                    Washington, D.C.  20016-2892
                                    Facsimile:  (201) 752-6088
                                    Attention:  William E. Einstein

                                       -4-

<PAGE>


Any such  entity may  change  its  address  for  notice  hereunder  to any other
location  within the  continental  United  States by giving 30 days prior notice
thereof to each other such entity in accordance with this paragraph.

         12.  Assignment.  This Note,  the rights,  powers and interests held by
Payee hereunder and under the Security Agreement may be transferred and assigned
by Payee,  in whole or in part,  at such  time and upon such  terms as Payee may
deem advisable,  without the consent of Maker.  Maker will not assign any of its
rights,  powers or  interests  hereunder  without the prior  written  consent of
Payee.

         13.  Amendment/Modification/Consent.  This  Note  may  not be  amended,
supplemented or otherwise  modified,  except by express written consent of Maker
and Payee. No consent of Payee  hereunder shall be effective  unless approved in
writing by MSDW Synfuels II, Inc. and Fannie Mae.

         14.  Governing  Law.  This Note shall be governed by and  construed and
enforced in accordance  with the laws of the State of New York,  without  giving
effect to the principles of conflict of law of New York.

         15. ENTIRE  AGREEMENT.  THIS WRITTEN  AGREEMENT AND THE OTHER DOCUMENTS
REFERENCED  HEREIN OR CONTEMPLATED  HEREBY REPRESENT THE FINAL AGREEMENT BETWEEN
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL  AGREEMENTS OF THE PARTIES  HERETO.  THERE ARE NO UNWRITTEN ORAL
AGREEMENTS AMONG THE PARTIES.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       -5-

<PAGE>



         IN WITNESS  WHEREOF,  Maker hereby executes this Note on the date first
above written.

                                               COVOL TECHNOLOGIES, INC.
                                               a Delaware corporation



                                               By: /Stanley M. Kimball/
                                                  ------------------------------
                                               Printed Name: Stanley M. Kimball
                                               Its: President


                                       -6-

<PAGE>


                         Schedule of Additional Amounts
                            Under Promissory Note of
                            Covol Technologies, Inc.
                             Dated December 8, 1998


 Date of Additional Amount Loan                Amount of Additional Amount Loan