FIRST AMENDMENT TO5 LOAN AGREEMENT

         This FIRST Amendment to Loan Agreement (the "Amendment") is executed
this 1ST day of FEBRUARY, 2001, by and between HEADWATERS INCORPORATED,
("Borrower") and ZIONS FIRST NATIONAL BANK (the "Lender").

         WHEREAS, Borrower and Lender entered into that certain Loan Agreement
dated October 18, 2000, which provided, among other things, for Lender to extend
a Revolving Line of Credit in the maximum principal amount of EIGHT MILLION and
 .00/100 Dollars ($8,000,000.00) (the "Loan Agreement"); and

         WHEREAS, Borrower has requested Lender to renew and increase the
Revolving Line of Credit to TEN MILLION and 00/100 ($10,000,000.00) and amend
certain financial covenants, and;

         WHEREAS, Lender has agreed to such request provided, among other
things, Borrower executes and delivers this Amendment.

         NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Loan Agreement is hereby amended as
follows:

         1.       The section  entitled  Borrowing Base is hereby deleted in its
                  entirety and replace with the following:

                  Borrowing Base. The words "Borrowing Base" mean, as determined
                  by Lender from time to time, the lesser of (a) $10,000,000.00;
                  or (b) 80.000% of the aggregate amount of royalties receivable
                  from license agreements,  earned for the most recent month-end
                  times two; plus (ii) 80% of monthly accounts receivable earned
                  from sale of binder, plus (iii) 50% of the aggregate amount of
                  the  outstanding  principal  balance  of the  Promissory  Note
                  between Covol Technologies, Inc. and Birmingham Synfuel, LLC.

         2.       The  section  entitled  Earnings,  is  hereby  deleted  in its
                  entirety.

         3.       A new section  entitled Net Worth, is hereby added to the Loan
                  Agreement as follows:

                  Net  Worth:   Borrower   shall   maintain  a  ratio  of  total
                  liabilities  divided by tangible  net worth not to exceed 2:1,
                  measured quarterly.

         4.       A new paragraph entitled Loans, Acquisitions and Guaranties is
                  hereby  added to the section  entitle  Negative  Covenants  as
                  follows:

                  Loans, Acquisitions and Guaranties. Following the date of this

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                  amendment, (a) Loan, invest in or advance money or assets, (b)
                  purchase, create or acquire any interest in any other
                  enterprise or entity in aggregate amount of more than
                  $2,000,000.00, or (c) incur any obligation as surety or
                  guarantor in excess of $2,000,000.00 other than in the
                  ordinary course of business.

         5.       A new section  entitled  Account Debtor is hereby added to the
                  Loan Agreement as follows:

                  Account Debtor.  Any bankruptcy  from any account  debtor,  or
                  account  debtor  parent  would  result  in  the  exclusion  of
                  receivables or notes from the borrowing base described herein.

         6.       A new section entitled  Additional Event of Default, is hereby
                  added to the Loan Agreement as follows

                  Additional Event of Default. Borrower acknowledges that an
                  additional event of default under this agreement shall occur
                  in the event that any change in Section 29 of the US Internal
                  Revenue Code that would result in a material adverse impact on
                  Borrower's business. Such determination shall be made by
                  Lender's sole discretion.

         7.       The section entitled Royalty Revenues is hereby deleted in its
                  entirety and replace with the following:

                  Royalty Revenues. Borrower shall maintain Royalty Revenue from
                  Licensees   and   Gross   Binder   Profit  of  not  less  than
                  $1,200,000.00 per month.


         Except as amended  herein,  all other terms and  conditions of the Loan
Agreement remain in full force and effect and are applicable to this Amendment.

         IN WITNESS WHEREOF, Borrower and Lender have executed this Amendment as
of the date and year first above written.


HEADWATERS INCORPORATED                         Zions First National Bank

By: /s/ Kirk A. Benson                          By: /s/ Tracy Groll
   ------------------------------                  ----------------------------
   Kirk A. Benson, Chairman & CEO                  Tracy Groll, Vice President

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