Employment Agreement




         THIS EMPLOYMENT  AGREEMENT (this  "Agreement") is made and entered into
as of the 20 day of March,  1997 (the  "Effective  Date") by and  between  COVOL
Technologies,  Inc., a Delaware corporation (the "Company"), and Max E. Sorenson
("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 Positions.

                  (a) Position.  The Company  employs  Employee and the Employee
accepts  employment  by the  Company as Vice  President  of the  Company for the
Period of Employment specified in Paragraph 4 ("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")  diligently,  competently  and in conformance  with the corporate
policies of the Company. Employee shall be free to conduct investment activities
that do not conflict or interfere with the  performance of his duties under this
Agreement  including  but not  limited  to  those  contained  in  Paragraph  13.
Performance  of the  required  services  will in no way require  Employee to use
confidential information obtained from his previous employer.

         In fulfilling  his duties and  responsibilities  under this  Agreement,
Employee  shall  report to the  President  and 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 1 day of April 1997, and
ending with the close of "business  on the 1 day of April,  2000 (the "Period of
Employment").

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         4. Base Salary.  During the first twelve months of this Agreement,  the
Employee's  regular salary,  before all customary and proper taxes,  shall be no
less than $6,667.00 per month payable bi-weekly. During the second twelve months
of this  Agreement,  the  Employee's  regular  salary,  before all customary and
proper taxes,  shall be no less than  $10,833.00  per month  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  $10,833.00  per
month payable bi-weekly. The car allowance and cost of term life insurance shall
be added to the base salary.

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

         6. Stock Options. Stock Options 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 One Dollar and Fifty Cents  ($1.50)
per share.

                  (b)  Number of  Shares.  The Stock  Options  will be for Fifty
Thousand (50,000) shares of the Company's Common Stock (the "Optioned Shares").

                  (c) Exercise  Periods.  The  Optioned  Shares will vest and be
exercisable as follows:  (1) Twenty Five Thousand  (25,000) Optioned Shares will
be vested on April 1, 1997.  Twelve Thousand Five Hundred  (12,500) on the first
anniversary date of Employment, and Twelve Thousand Five Hundred (12,500) on the
second  anniversary date of Employment.  Once vested, the Optioned Shares may be
exercised  in whole or in part at any time,  subject to the  limitations  within
which the exercise of the Options must occur.

                  (d) Vesting of Options in Event of Disability or Death. In the
event of disability  or death of the 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
subject to the time limitations within which exercise of options must occur.

                  (e) 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.

         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 the Steel Industry.

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                  (a)  Car  Allowance.  Employee  shall  be paid a  monthly  car
allowance in the amount of Five Hundred and Fifty Dollars ($550).

                  (b) Vacation. During the Period of Employment,  Employee shall
be  entitled  to not less  than  Four (4)  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.

                  (c) Sick Leave.  Sick leave time 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.

                  (d)  Insurance.  The  Company  shall pay the  premium  for and
provide life, disability,  medical, and dental benefits for the Employee and his
family.  Said insurance shall be provided with no lapse in coverage  between the
time Employee's  insurance  benefits with prior employer  terminate and the time
Employee's insurance benefits from the Company begin. All preexisting conditions
are be covered to the extent  that they are not  covered by the prior  employer.
Life  insurance  \  Disability  insurance  will be  provided  as is typical  for
Officers in the Steel Industry.

                  (e) Retirement Plan. Participation 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 April 1, 1997 or as the  effective  date of  implementation  of such plans
whichever as later.

                  (f) 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; and

                           (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 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:

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                           (i)     Employee has been convicted of or has entered
a plea of guilty or nolo  contendere  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 preform such duties.

Termination  pursuant  to this  Paragraph  8(a)  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)      Death. If  Employee dies  during the term of
this  Agreement,  his personal  representative  or designated  survivor shall be
entitled to receive all of the salary and benefits  provided  hereunder  for the
remaining term of this Agreement.

         9.       Termination of Employment by Employee.

                           (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.  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;

                                    (ii)    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;

                                    (iii)   a  reduction   by  the  Company   of
Employee's  Base Salary  below the Base  Salary set forth in  Paragraph 4 ("Base
Salary")'

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                                    (iv)    without  Employee's  prior   written
consent,  the transfer or relocation of Employee pace 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

                                    (v)     upon the  consummation of  a sale of
all or  substantially  all of the  assets  of the  Company  not in the  usual or
regular  course of the  business  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.      Effect of Termination.

                  Certain Insurance  Benefits.  If the employment of Employee is
terminated by the Company  without  Cause,  or due to the death or disability of
Employee,  or by Employee With Good Reason,  the Company shall pay the insurance
premium  payable by  Employee  or his heirs,  as the case may be, for  continued
insurance  coverage  under the  insurance  policies  or  programs of the Company
pursuant  to COBRA for or with  respect to the first  twelve (12) months of such
COBRA coverage.

         11.  Severance  Pay. If the Employee does not continue in the employ of
the Company after the termination of this Agreement, whether or not the Employee
is  offered  continued  employment  by the  Company,  Company  shall  pay to the
Employee,  no later than April 1, 2000,  the sum of one years annual wages.  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.

         12. Signing Bonus. The Employee shall be entitled to a Signing Bonus at
$50,000 to be paid in four (4) equal  installments of $12,500 beginning with the
first  paycheck in April 1997. The remaining  installments  shall be paid in the
first pay check in July, October and December 1997.

            13.  Outside  Interests.  It is  recognized  that the  Employee  has
outside  interests in Ferro  Resources LLC which  previously  entered into joint
venture agreements with Covol for two coal fines processing facilities. Employee
is also involved in activities  related to limestone and iron ore  processing in
Utah and processing of hot rolled coils . Covol is aware of these activities and
does not wish to pursue them. Such  activities will not materially  detract from
the Employee meeting his obligations sited in Paragraph 2.

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Employee:                                     COVOL TECHNOLOGIES,INC.



By:__________________                         By:__________________
    Max E. Sorenson                              Brent M. Cook, President



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