COVOL TECHNOLOGIES INC
AMENDED AND RESTATED SECURITY AGREEMENT
<DOCUMENT>
<TYPE>EX-10.69.2
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>AMENDED AND RESTATED SECURITY AGREEMENT
<TEXT>


                     AMENDED AND RESTATED SECURITY AGREEMENT

         This Amended and Restated Security Agreement (the "Agreement") dated as
of May 25, 2000, is entered into by and between COVOL TECHNOLOGIES, INC., a
Delaware corporation ("Covol"), Alabama Synfuel #1 Ltd., a Delaware limited
partnership ("Alabama Synfuel") (Covol and Alabama Synfuel are collectively
referred to herein as "Secured Party"), and Birmingham Syn Fuel, LLC, an Oregon
limited liability company (the "Debtor"). Debtor and Secured Party are parties
to a Security Agreement dated as of February 20, 1998 (the "Original
Agreement"),

                                   WITNESSETH

         WHEREAS Debtor delivered a promissory note dated February 20, 1998, as
amended and restated this same date (the "Promissory Note"), in an aggregate
principal amount of $6,500,000; and

         WHEREAS in order to secure the obligations of Debtor under this
Agreement and the Promissory Note, the Debtor has agreed to grant a continuing
first priority security interest in the Collateral (as defined herein) to the
Secured Party; and

         WHEREAS, Debtor and Secured Party are among the parties to a Settlement
Agreement and Mutual Release (the "Settlement Agreement") dated this same date,
pursuant to which Debtor and Secured Party have agreed to amend and restate the
Original Agreement.

         NOW, THEREFORE, Debtor and Secured Party hereby agree to amend and
restate the Original Agreement in its entirety as follows:

         Section 1. Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings (which meanings shall be
equally applicable to both the singular and plural forms of the terms defined);

         "Account" shall have the meaning given to that term in the Code.

         "Account Debtor" means any Person who is obligated on an Account.

         "Alabama Project" means the synthetic fuel manufacturing facility
operated by Debtor and currently located at 2700 Powhatan Street, Mulga,
Alabama.

         "Business Day" means any day other than a Saturday, a Sunday, a public
or bank holiday under the laws of the State of Utah.

<PAGE>

         "Cash and Cash Equivalents" means the aggregate amount of (i) cash on
hand, (ii) Dollar demand deposits maintained in the United States with any
federally insured or state chartered financial institution, (iii) Dollar time
deposits maintained in the United States with, or certificates of deposit issued
by, any federally insured or state chartered financial institution, (iv) direct
obligation of, or unconditionally guaranteed by, the United States and having a
maturity of one year or less, and (v) readily marketable commercial paper having
a maturity of one year or less, issued by any corporation organized and existing
under the laws of the United States or any state thereof or the District of
Columbia.

         "Code" means the Uniform Commercial Code as enacted in the State of
Utah.

         "Collateral" means (a) all personal property assets of Debtor used or
useful in connection with the Alabama Project, whether now existing or hereafter
acquired or arising, and wherever located, tangible or intangible, including:

                  (i) All Equipment used or useful in connection with the
         Alabama Project;

                  (ii) All Computer Hardware and Software used or useful in
         connection with the Alabama Project;

                  (iii) All Accounts, contract rights, notes receivable, chattel
         paper, instruments, Intangibles, Cash and Cash Equivalents, stock and
         other equity securities, tax refunds and tax refund claims, trademarks,
         service marks, trade styles, trade names, licenses, franchises,
         copyrights, patents and other intellectual property of Debtor used or
         useful in connection with the Alabama Project, all depository accounts
         or deposits by Debtor in connection with the Alabama Project with any
         Person, documents, documents of title, and other property rights of any
         kind used or useful in connection with the Alabama Project, whether now
         or hereafter existing, wherever located, together with all rights now
         or hereafter existing in and to all security agreements, leases of
         personal property, leases of real property, and other contracts
         securing or otherwise relating to any such Accounts, contract rights,
         notes receivable, chattel paper, instruments, Intangibles, Cash and
         Cash Equivalents, stock and other equity securities, tax refunds and
         tax refund claims, trademarks, service marks, trade styles, trade
         names, licenses, franchises, copyrights, patents and other intellectual
         property of Debtor used or useful in connection with the Alabama
         Project;

                  (iv) All Proceeds and products of any and all of the foregoing
         property and, to the extent not otherwise included, all payments under
         insurance (whether or not secured party is the loss payee thereof), and
         all claims, indemnities, warranties or guarantees, payable by reason of
         loss or damage to or otherwise with respect to any of the foregoing
         property, and all property of any type described above that is acquired
         with any cash proceeds of any of the foregoing property;

                                       2
<PAGE>

                  (v) All fixtures and other appurtenances to the Alabama
         Project and the real property owned by the Debtor.

         (b) all leasehold interests of Debtor in the real property covered by
the Lease and all other real property assets (as described in Schedule 2 hereto)
of Debtor used or useful in connection with the Alabama Project, and all rents,
income, issues and profits thereof.

         "Collateral Assignment of Lease" means the Collateral Assignment of
Lease, dated as of February 20, 1998, between Debtor, as assignor, and Secured
Party, as assignee, as amended and restated this same date.

         "Computer Hardware and Software" means all of Debtor's right, title and
interest, now owned or hereafter acquired, in computer equipment and hardware
including all central processing units, terminals, disk drives, tape drives,
electronic memory units, printers, keyboards, screens, peripherals (and other
input/output devices), modems and other communication controllers, and any and
all model conversions, accessions, parts and appurtenances thereto,
substitutions therefor and replacements thereof, all intellectual property used
by Debtor, at any time, in the operation of such computer equipment and
hardware, including all software, all of Debtor's rights (to the extent
assignable) under any licenses, options, warranties, service contracts, program
services, test rights, maintenance rights, support rights, improvement rights,
and renewal rights related to Debtor's use, at any time, of such computer
equipment, hardware or software, and all leases pursuant to which Debtor leases
any computer equipment, hardware or software.

         "Equipment" means all equipment (as defined in the Code) of Debtor in
all of its forms, wherever located, now or hereafter existing.

         "GAAP" means generally accepted United States accounting principles
consistently applied as in effect from time to time.

         "Intangibles" means (i) goodwill, organizational expenses, research and
development expenses, trademarks, trade names, copyrights, patents, patent
applications, licenses, franchises, and rights in any thereof, and other similar
intangibles, (ii) all unamortized debt discount and expense, (iii) all reserves
carried and not deducted from assets, (iv) treasury stock and capital stock,
obligations or other securities of, or capital contributions or investments in,
any Related Person, (v) securities which are not readily marketable, (vi) cash
held in a sinking or other analogous fund established for the purpose of
redemption, retirement or prepayment of capital stock or debt, (vii) any
write-up in the book value of any asset resulting from a revaluation thereof,
and (viii) any items not included in clauses (i) through (vii) above which are
treated as intangibles in conformity with GAAP.

         "Inventory" means all inventory (as defined in the Code) of Debtor,
including without limitation all personal property held for sale, lease or
demonstration, or to be furnished under

                                       3
<PAGE>

contracts of sale or service, in all forms, wherever located, now or hereafter
existing, including (i) all inventory, raw materials, work in process, finished
goods, materials and supplies used or to be consumed in Debtor's business, and
all additions and accessions to such property, (ii) goods in which Debtor has an
interest in mass or a joint or other interest or right of any kind, and (iii)
goods which are returned to or repossessed by Debtor and all accessions thereto
and products thereof.

         "Lease" means that Lease and Lease Option dated March 20, 1997 between
Parker Towing Company, Inc. and Debtor.

         "Lien" means any mortgage, pledge, lien, claim, charge, encumbrance,
security interest, conditional sale or title retention agreement, easement, use
restriction, covenant or reservation against or with respect to any of Debtor's
property or interest in property.

         "Person" means any natural person, corporation, limited liability
company, partnership, sole proprietorship, firm, association, government,
governmental agency or any other entity, whether acting in an individual,
fiduciary or other capacity.

         "Proceeds" shall have the meaning given to that term in the Code and
shall include whatever is received upon the sale, exchange, collection or other
disposition of Collateral.

         "Receiver" means any trustee, receiver, custodian, fiscal agent,
liquidator or similar officer.

         "Related Person" means (i) any shareholder who owns or controls more
than five percent (5%) of the voting securities of Debtor, (ii) any officer or
director of Debtor, and (iii) any other Person that, directly or indirectly,
controls, is controlled by or is under common control with or is related to, by
blood or marriage, Debtor or any Person identified in clauses (i) or (ii).

         "Security Documents" means this Agreement, the Collateral Assignment
Lease, any financing statements and all other documents and agreements given to
secure the Obligations.

         "Transaction Documents" means the Settlement Agreement and the License
and Binder Purchase Agreement dated this same dated between Debtor and Covol.

         Section 2. Security Interest and Collateral. To secure the full, prompt
and complete payment and performance when due of all indebtedness evidenced by
the Promissory Note executed by the Debtor, and any extension thereof or
amendment thereto (the "Obligations"), the Debtor hereby irrevocably transfers,
assigns, mortgages, sets over and grants to the Secured Party for security
purposes, a continuing security interest (the "Security Interest") in and lien
on all of the Debtor's right, title and interest in, to the Collateral,
regardless of where located. Debtor further acknowledges and agrees that the
Obligations are secured by security

                                       4
<PAGE>

interests in and liens upon all of the Collateral in accordance with the
provisions set forth herein. Secured Party acknowledges and agrees that in
addition to any rights of the Debtor under the Security Documents and applicable
law, any amounts owing to Debtor from either Secured Party under any of the
Transaction Documents may be offset and applied toward the payment of the
Obligations, whether or not the Obligations, or any part thereof, shall be due
and payable; provided, however, that Debtor shall give Secured Party ten (10)
business days' written notice prior to exercising such right of offset.

         Section 3. Representations and Warranties of the Debtor. The Debtor
hereby represents and warrants to the Secured Party (which representations and
warranties shall survive for so long as any part of the Obligations is
outstanding) as follows:

                  (a) No Other Encumbrances; No Filings By Third Parties. There
is no security agreement or chattel mortgage, other than this Agreement and the
Original Agreement, in each case entered into by Debtor and covering the
Collateral and no financing statements naming the Debtor as debtor covering the
Collateral have been filed with the Secretary of State or corresponding agency
for the state of Alabama other than those filed by the Secured Party in
connection with the Original Agreement. The Debtor will not execute any
financing statement or other public notice or recording covering the Collateral
(other than any financing statement or other public notice or recording naming
Secured Party as the secured party therein or as otherwise permitted under this
Agreement) so long as any of the Obligations are outstanding.

                  (b) Corporate Authority. The Debtor has full right, power and
authority to assign and grant a continuing security interest in the Collateral
to the Secured Party. The making and performance of this Agreement are within
the corporate powers of the Debtor and have been duly authorized by all
necessary corporate action on the part of the Debtor. This Agreement constitutes
a legal, valid and binding obligation of the Debtor enforceable against Debtor
in accordance with its terms (subject, however, to the effects of bankruptcy,
insolvency, reorganization, moratorium, and similar laws from time to time in
effect relating to the rights and remedies of creditors as well as to general
principles of equity). The Debtor's chief executive office within the meaning of
the Code is located in Portland, Oregon. The Collateral is located in
Birmingham, Alabama.

                  (c) Security Interest. The grant of the security interest in
the Collateral pursuant to this Agreement creates a valid security interest in
the Collateral, enforceable against Debtor and securing payment of the
Obligations (subject, however, to the effects of bankruptcy, insolvency,
reorganization, moratorium, and similar laws from time to time in effect
relating to the rights and remedies of creditors as well as to general
principles of equity).

                                       5
<PAGE>

         Section 4. Covenants of the Debtor. The Debtor hereby agrees as
follows:

                  (a)      Ownership and Possession of the Collateral.

                           (1) Except as provided in Section 4(e) below, title
         to and ownership of the Collateral shall be and remain exclusively in
         Debtor, Debtor shall not transfer the Collateral out of the State of
         Alabama without prior written notice to Secured Party. Debtor agrees
         that Collateral not in the location identified above shall nevertheless
         remain subject to Secured Party's first priority security interest.

                           (2) Debtor agrees not to change the location of its
         chief executive offices without prior written notice to Secured Party.
         Upon request by Secured Party, Debtor shall confirm to Secured Party
         the location of the Collateral.

                  (b) Change in Debtor's Name or Corporate Structure. Debtor
will not change its name, identity or corporate structure (including, without
limitation, any merger, consolidation or sale of substantially all of its
assets) without notifying Secured Party of such change in writing at least
thirty (30) days prior to the effective date of such change.

                  (c) Documents; Collateral in Possession of Third Parties. If
certificates of title or other documents evidencing ownership or possession of
the Collateral are issued or outstanding, upon the request of the Secured Party,
Debtor will cause the interest of Secured Party to be properly noted thereon and
will, forthwith upon receipt, deliver same to Secured Party. If any Collateral
is at any time in the possession or control of any warehouseman, bailee, agent
or independent contractor, upon the request of the Secured Party, Debtor shall
notify such person or entity of Secured Party's security interest in such
Collateral. Upon Secured Party's request, Debtor shall instruct any such person
or entity to hold all such Collateral for Secured Party's account subject to
Debtor's instructions, or, if an Event of Default has occurred hereunder, shall
have occurred and be continuing, subject to Secured Party's instructions.

                  (d) Maintenance of Existence. Debtor will maintain Debtor's
corporate existence and remain in good standing and qualified to do business in
all jurisdictions pursuant to the laws of which it is so required.

                  (e) Sale, Disposition or Encumbrance of Collateral. Without
Secured Party's prior written consent, Debtor will not sell, assign, lend, rent,
lease or otherwise dispose of or transfer Collateral to or in favor of any
person or entity other than Secured Party except in Debtor's ordinary course of
business; provided, however, that Debtor may sell or assign the Collateral in
connection with the sale of all or substantially all of the Alabama Project
without Secured Party's consent. In the event of such transfer, Debtor shall
cause PacifiCorp Financial Services, Inc. ("PFS") to deliver to Secured Party a
written undertaking to the effect that, if the transferee fails to make a
payment on the Promissory Note within 30 days of the due date for any such
payments, PFS shall pay Alabama Synfuel such unpaid amounts.

                  (f) Maintenance. Debtor, at its own cost and expense, shall
service, repair, maintain, overhaul, replace, test or cause the same to be done
to each item of Equipment and Computer Hardware and Software used or useful in
connection with the Alabama Project so as to keep such items in as good an
operating condition, repair and appearance as it was on the date of the Original
Agreement, ordinary wear and tear excepted.

                  (g) Liability and Property Damage Insurance: General. During
such period as the Obligations are outstanding, Debtor, at its own cost and
expense, shall cause to be carried and maintained on and with respect to the
Alabama Project and the Collateral, liability and property damage insurance in
such amounts, against such risks (including liability, fire and other casualty),
in such form and with such insurers (which shall be insurers of nationally
recognized responsibility) as is customarily carried in lines of business
similar to the Alabama Project.

                  (h) Event of Loss with Respect to the Alabama Project and
Collateral. Upon the occurrence of an event of loss with respect to the Alabama
Project or the Collateral, Debtor shall forthwith (and in any event within ten
(10) days after such occurrence) give Secured Party written notice of such event
of loss.

                  (i) Fees and Taxes. The Debtor shall pay when due all fees,
taxes, recording fees and other governmental charges levied against the Alabama
Project and the Collateral or incurred by the Secured Party in connection with
the recording of this Agreement or otherwise perfecting the Security Interest.

         Section 5. Application of Insurance Proceeds. All insurance proceeds
(other than proceeds from policies carried by Secured Party which shall be paid
directly to Secured Party or its assignees) received as the result of the
occurrence of an event of loss with respect to the Alabama Project or Collateral
will be applied at Debtor's option either (a) in reduction of Debtor's
Obligations under the Promissory Note, or (b) to the replacement of Collateral
or rebuilding of the Alabama Project, with any remaining balance to be paid to
Debtor.

         Section 6. Other Insurance. Nothing shall prohibit Secured Party or any
other additional insured from insuring the Alabama Project and the Collateral at
its own expense.

         Section 7. Application of Payments from Governmental Authorities for
Requisition of Title. Any payments (other than insurance proceeds) received at
any time by Secured Party or Debtor from any governmental authority or other
entity with respect to condemnation, confiscation, theft or seizure of, or
requisition of title to or use of the Alabama Project or Collateral, shall be
applied either (a) in reduction of Debtor's obligations under the Promissory
Note, subject, however, to the Debtor's set off rights described in Section 2
hereof and in the Promissory Note or (b) to the replacement of Collateral or
rebuilding of the Alabama Project, with any remaining balance to Debtor.

         Section 8. Inspection. The Secured Party may inspect the Alabama
Project or the Collateral and the Debtor's books and records (and make copies
thereof or extracts therefrom) concerning its financial condition at any
reasonable time and upon reasonable notice from time to time during regular
business hours, whether or not the Debtor is in default under the Agreement.

         Section 9. Default. Each of the following occurrences shall constitute
an event of default under this Agreement (an "Event of Default"):

                  (a) Debtor fails to pay any Obligations when due and payable;
and such failure continues for ten (10) days after written notice from the
Secured Party to the Debtor thereof; provided, however, that such failure to pay
shall not constitute an Event of Default at any time the Secured Party (or any
affiliate thereof) is in default of its obligations under any Transaction
Document;

                  (b) Failure of the Debtor to perform any of its covenants or
agreements contained in this Agreement and such failure continues for thirty
(30) days after written notice from the Secured Party to the Debtor; provided,
however, that such failure to pay shall not constitute an Event of Default at
any time the Secured Party (or any affiliate thereof) is in default of its
obligations under any Transaction Document; or

                  (c) Any representation or warranty by the Debtor set forth in
this Agreement shall prove false or misleading in any material respect.

The Debtor shall promptly notify the Secured Party in writing (i) upon becoming
aware of the occurrence of an Event of Default or event that with notice or
lapse of time or otherwise would become an Event of Default, and (ii) of any
occurrence of which it becomes aware which might have a material adverse effect
on its ability to perform its obligations under this Agreement or the Promissory
Note.

         Section 10. Remedies. Upon the occurrence of any Event of Default and
at any time thereafter, so long as the same shall be continuing, the Secured
Party may exercise any one or more of the following rights or remedies: (a)
exercise and enforce any and all rights and remedies available upon default to a
secured party under the Uniform Commercial Code as in effect in the States of
Utah and Alabama or any other applicable jurisdiction, and the Secured Party is
hereby granted the right to enter upon any property of the Debtor, without a
hearing or prior notice thereof, for the purpose of taking possession of the
Collateral; or (b) exercise or enforce any and all other rights and remedies
available to the Secured Party by law or agreement against the Collateral,
against the Debtor or against any other Person or property. If notice to the
Debtor of any intended disposition of the Collateral or any other intended
action is required by law in a particular instance, such notice shall be deemed
commercially reasonable if given (in the manner specified in this Agreement) at
least ten (10) calendar days prior to the date of intended disposition or other
action. The Secured Party may require the Debtor to return (at the Debtor's
expense) the Collateral to any point within the United States designated by the
Secured Party.

         Section 11. Cure Rights. If the Debtor at any time fails to perform or
observe any agreement contained herein, and if such failure shall continue for a
period of thirty (30) calendar days after the Secured Party gives the Debtor
written notice thereof, the Secured Party may, but shall not be obligated to,
without further notice or demand on the Debtor, and without releasing the Debtor
from any of the Obligations, perform or observe such agreement on behalf and in
the name, place and stead of the Debtor (or, at the Secured Party's option, in
the Secured Party's own name) and take any and all other actions which the
Secured Party may deem necessary to cure or correct such failure, including the
payment of taxes, the satisfaction of security interests, Liens, attachments or
encumbrances, the procurement and maintenance of insurance, and the procurement
of repairs or transportation. The Secured Party shall have the right to appear
in and defend any action or proceeding purporting to affect the security
interest or the rights or powers of the Secured Party hereunder. The Debtor
shall indemnify and hold the Secured Party harmless from and against, any and
all losses, liabilities, claims and causes of action arising from or in
connection with the Secured Party's actions in the stead of the Debtor and the
Debtor shall thereupon pay the Secured Party on demand the amount of all moneys
expended and all reasonable costs and expenses (including attorneys' fees)
incurred by the Secured Party in connection with or as a result of the Secured
Party's performing or observing such agreements or taking such action, together
with interest thereon from the date expended or incurred by the Secured Party at
twelve percent (12%) per annum.

         Section 12. Secured Party's Costs and Expenses. In addition to other
amounts payable hereunder, the Debtor will (whether or not legal proceedings are
commenced) pay to the Secured Party, on demand, all reasonable costs and
expenses (including attorneys' fees and legal expenses) paid or incurred by the
Secured Party in connection with an Event of Default, including any suit to
collect the Obligations.

         Section 13. Purchase Money Equipment Security Interest. Debtor and
Secured Party agree and stipulate that this is a "purchase money security
interest" as such term is used in the Code.

         Section 14. Successors; Governing Law. This Agreement shall be binding
upon and inure to the benefit of the Debtor, the Secured Party and their
respective successors and permitted assigns. This Agreement shall be governed by
the substantive laws of the State of Utah, without giving effect to any choice
of law or conflict of law provisions or rules that would cause the application
of laws of any jurisdiction other than the State of Utah. Unless the context
otherwise requires, all terms used herein which are defined in Articles 1 and 9
of the Uniform Commercial Code, as in effect in the State of Utah, shall have
the meanings therein stated. If any provision or application of this Agreement
is held unlawful or unenforceable in any respect, such illegality or
unenforceability shall not affect other provisions or applications which can be
given effect, and this Agreement shall be construed as if the unlawful or
unenforceable provision or application had never been contained herein or
prescribed hereby. All representations and warranties contained in this
Agreement shall survive the execution, delivery and performance of this
Agreement and the creation and payment of the Obligations.

         Section 15. Notices. All notices to the Secured Party and the Debtor
shall be given in accordance with the notice provisions set forth in the
Settlement Agreement.

         Section 16. Further Assurances. The Debtor will defend the security
interest of the Secured Party against all Persons, other than the Secured Party,
at its own expense and from time to time shall execute and deliver to the
Secured Party, and file all such instruments and take all such actions as the
Secured Party may reasonably request in order to preserve and protect such
security interest, to effectuate the purpose of this Agreement or to carry out
the terms hereof, including the execution and filing of financing statements or
continuation statements under the Code. The Debtor hereby authorizes the Secured
Party to file this Agreement or any such financing statements or continuation
statements under the Code with respect to the Collateral with any appropriate
governmental office in order to preserve, protect, perfect or continue the
perfection of any and all security interests granted or created hereby.

         Section 17. Miscellaneous. This Agreement can be waived, modified,
amended or terminated, and the security interest of the Secured Party can be
released, only explicitly in a writing signed by the Secured Party and the
Debtor. A waiver signed by the Secured Party shall be effective only in the
specific instance and for the specific purpose given. Mere delay or failure to
act shall not preclude the exercise or enforcement of any of the Secured Party's
rights or remedies. All rights and remedies of the Secured Party shall be
cumulative and may be exercised singularly or concurrently, at the Secured
Party's option, and the exercise or enforcement of any one such right or remedy
shall neither be a condition to nor bar the exercise or enforcement of any other
right or remedy. The Secured Party shall not be obligated to realize on the
Collateral at all or in any particular manner or order, or to apply any cash
proceeds therefrom in any particular order of application.

         Section 18. Power of Attorney. The Debtor hereby irrevocably appoints
the Secured Party as its true and lawful attorney-in-fact upon the occurrence of
an Event of Default with full power, in the name of the Debtor or otherwise, for
the purpose of (i) taking any action that the Secured Party may deem necessary
or appropriate to preserve, protect, perfect and continue the perfection of the
Secured Party's security interest in the Collateral; and (ii) enabling the
Secured Party to sell, assign, transfer or dispose of the Collateral, including,
without limitation, executing and delivering all bills of sale, assignments and
other instruments as the Secured Party may consider necessary or appropriate,
with full power of substitution, upon an Event of Default.

         Section 19. Consent to Jurisdiction and Venue. Debtor and Secured Party
consent to personal jurisdiction, waive any objection as to jurisdiction or
venue and agree not to assert any defenses based on lack of jurisdiction or
venue, in the County of Salt Lake, Utah. Service of process on Debtor or Secured
Party in any action arising out of or relating to this Agreement shall be
effective if mailed to such party at the address listed in the Settlement
Agreement.

         Section 20. Mutual Waiver of Jury Trial. BECAUSE DISPUTES ARISING IN
CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY
RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE
STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES
DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS.
THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL
SYSTEM, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT
OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS
AGREEMENT.

         Section 21. Pronouns and Certain Other Terms. All pronouns (and any
variation) will be deemed to refer to the masculine, feminine, neuter, singular
or plural as the identity of the Person may require. The words "and" and "or"
will include the conjunctive and disjunctive, as the context requires. The word
"include" and derivatives of that word are used in an illustrative sense and not
a limiting sense unless specifically indicated.


<PAGE>

         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date set forth above.

                                               COVOL TECHNOLOGIES, INC.


                                               /s/ Brent M. Cook
                                               By:    Brent M. Cook
Attest: /s/ Harlan M. Hatfield                 Title: President
By:    Harlan M. Hatfield
Title:  Secretary

                                               ALABAMA SYNFUEL #1 LTD. by its
                                                 corporate general partner
                                                 Covol Technologies, Inc.


                                               /s/ Brent M. Cook
                                               By:    Brent M. Cook
                                               Title: President of Covol
                                                       Technologies, Inc.,
                                                       its general partner

Attest: /s/ Harlan M. Hatfield
By:    Harlan M. Hatfield
Title:  Secretary

                                               BIRMINGHAM SYN FUEL, L.L.C.


                                               /s/ Craig Longfield
                                               By:    Craig Longfield
Attest:                                        Title: President
By:
Title:


<PAGE>


STATE OF NEW YORK          )
                           ) ss:
COUNTY OF NEW YORK         )

I, the undersigned authority, a Notary Public in and for said County, in said
State, hereby certify that Craig Longfield, whose name as Chairman of Birmingham
Syn Fuel, LLC, an Oregon limited liability company, is signed to the foregoing
instrument, and who is known to me, acknowledged before me on this day that,
being informed of the contents of the instrument, he, as such officer and with
full authority, executed the same voluntarily for and as the act of said
corporation.

         Given under my hand and official seal, this the 23rd day of May, 2000.

                                                              /s/ Thomas Meckl
                                                              Notary Public

STATE OF UTAH              )
                           ) ss:
COUNTY OF SALT LAKE        )

         I, the undersigned authority, a Notary Public in and for said County,
in said State, hereby certify that Brent M. Cook, whose name as President of
Alabama Synfuel #1, Ltd., a Delaware limited partnership, is signed to the
foregoing instrument, and who is known to me, acknowledged before me on this day
that, being informed of the contents of the instrument, he, as such officer and
with full authority, executed the same voluntarily for and as the act of said
corporation.

         Given under my hand and official seal, this the 25th day of May, 2000.

                                                              /s/ Renee M. Esson
                                                              Notary Public


<PAGE>


STATE OF UTAH              )
                           ) ss:
COUNTY OF SALT LAKE        )

         I, the undersigned authority, a Notary Public in and for said County,
in said State, hereby certify that Brent M. Cook, whose name as President of
Covol Technologies, Inc., a Delaware corporation, is signed to the foregoing
instrument, and who is known to me, acknowledged before me on this day that,
being informed of the contents of the instrument, he, as such officer and with
full authority, executed the same voluntarily for and as the act of said
corporation.

         Given under my hand and official seal, this the 25th day of May, 2000.

                                                              /s/ Renee M. Esson
                                                              Notary Public

</TEXT>
</DOCUMENT>
