Exhibit 10.84



                               INCENTIVE AGREEMENT

         This Incentive Agreement (this "Agreement") is effective November 12,
2002 ("Effective Date") by and between Headwaters Incorporated ("Headwaters")
with its principal place of business in Draper, Utah and J.I. Everest, II
("Everest"), an individual residing in Salt Lake City, Utah.

         WHEREAS, Everest is employed as an officer of ISG Resources, Inc.
("ISG"); and

         WHEREAS, On September 19, 2002 Headwaters acquired indirect ownership
of ISG.

         WHEREAS, Headwaters desires to increase Everest's incentive to assist
with the execution of Headwaters' business at least through September 2004.

         NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Incentive Payment.

         a. Change in Control payment. If Headwaters is subject to a Change in
Control as defined below, at the effective time of the Change of Control,
Headwater shall pay Everest $1 million. For purposes of this Agreement, "Change
in Control" shall mean:

         (A)      The consummation of a merger or consolidation of Headwaters
                  with or into another entity or any other corporate
                  reorganization, if persons who were not stockholders of
                  Headwaters immediately prior to such merger, consolidation or
                  other reorganization own immediately after such merger,
                  consolidation or other reorganization 80% or more of the
                  voting power of the outstanding securities of each of (1) the
                  continuing or surviving entity and (2) any direct or indirect
                  parent corporation of such continuing or surviving entity;

         (B)      The sale, transfer or other disposition of all or
                  substantially all of Headwaters' assets; or

         (C)      Any transaction as a result of which any person is the
                  "beneficial owner" (as defined in Rule 13d-3 under the
                  Securities Exchange Act of 1934), directly or indirectly, of
                  securities of Headwaters representing at least 80% of the
                  total voting power represented by Headwaters' then outstanding
                  voting securities. For purposes of this subsection (C), the
                  term "person" shall have the same meaning as when used in
                  sections 13(d) and 14(d) of the Securities Exchange Act of
                  1934 but shall exclude (1) a trustee or other fiduciary
                  holding securities under an employee benefit plan of
                  Headwaters or of a parent or subsidiary of Headwaters and (2)
                  a corporation owned directly or indirectly by the stockholders
                  of Headwaters in substantially the same proportions as their
                  ownership of the common stock of Headwaters.

A transaction shall not constitute a Change in Control if its sole purpose is to
change the state of Headwaters' incorporation or to create a holding company
that will be owned in substantially the same proportions by the persons who held
Headwaters' securities immediately before such transaction.

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         b. Tenure payment. If (A) Everest remains in the employment of ISG
until September 30, 2004 with substantially the same level of responsibility
held by Everest to ISG as of the Effective Date; and (B) the average Nasdaq
stock price for Headwaters stock for any calendar quarter between October 1,
2002 and September 30, 2004 is greater than $20 per share (a "Qualifying Quarter
Price"), then Headwaters shall pay Everest the product of (Y) $200,000
multiplied times (Z) the difference between the highest Qualifying Quarter Price
and $20 per share. In no event shall the tenure payment exceed $1 million.
Everest shall not be entitled to a tenure payment in the event of a Change in
Control.

2. Term.

         This Agreement shall terminate on the earlier of (a) a Change of
Control, (b) September 30, 2004, and (c) Everest's voluntary or involuntary end
of employment with ISG.

HEADWATERS INCORPORATED                     J.I. EVEREST, II


 /s/ Kirk A. Benson                          /s/ J.I. Everest, II
-------------------------------            --------------------------------
By: Kirk A. Benson
Its: CEO