Exhibit 10.74.1

                              AMENDED AND RESTATED


                 TECHNOLOGY LICENSE AND REAGENT SUPPLY AGREEMENT


         THIS  AMENDED  AND  RESTATED  TECHNOLOGY  LICENSE  AND  REAGENT  SUPPLY
AGREEMENT  (the  "Agreement"),  is made and entered into as of March 26, 2002 by
and between  Environmental  Technologies  Group,  LLC, a Utah limited  liability
company (the "Licensee"),  and Headwaters  Incorporated,  a Delaware corporation
(the "Licensor").

         WHEREAS  Licensor  has  developed  a  proprietary  process  to  produce
synthetic fuel from coal, and Licensor is entitled to license the Synthetic Fuel
Technology (as defined below) to Licensee;

         WHEREAS  Licensee  owns  a  synthetic  fuel  manufacturing  plant  (the
"Facility");

         WHEREAS  Licensee  wishes to  obtain  and  Licensor  wishes to grant to
Licensee a license for the  Synthetic  Fuel  Technology to be used in connection
with the Facility on the terms and conditions set forth in this  Agreement,  and
Licensee  wishes  to  obtain  and  Licensor  wishes  to  sell  to  Licensee  the
Proprietary Reagent (as defined below) for use in the operation of the Facility;

         WHEREAS  Licensor  and Licensee  entered into a Technology  License and
Reagent  Supply  Agreement as of December 28, 2001 and wish to amend and restate
their agreement as set forth herein;

         NOW, THEREFORE,  in consideration of the foregoing premises, the mutual
covenants  and  agreements  hereinafter  set forth,  and other good and valuable
consideration,  the receipt  and  sufficiency  of which is hereby  acknowledged,
Licensor and Licensee each agree as follows:

         Section 1.  Definitions.

         "Coal  Feedstock" means Licensee's coal to be processed at the Facility
into synthetic fuel.

          "Code" means the Internal Revenue Code of 1986, as amended.

         "Developed   Technology"   means  any  inventions,   "Improvement,"  or
technology that Licensor may conceive,  make,  invent,  or suggest in connection
with Licensor's disclosure to Licensee of the Synthetic Fuel Technology,  all of
which  the  parties  hereto  acknowledge  and  agree  constitutes  the  sole and
exclusive   property  of  Licensor.   "Developed   Technology"  also  means  any
inventions,  "Improvement," or new technology  directly related to the Synthetic
Fuel Technology that Licensor or Licensee may conceive,  make, invent or suggest
relating to the Synthetic Fuel Technology during the Term of this Agreement.

         "Effective Date" means the date of this Agreement set forth above.

         "Facility" has the meaning set forth in the preamble.

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         "Improvement"  means an  alteration  or  addition  to an  invention  or
discovery  which may  enhance  performance  or  economics  while  maintaining  a
product's,   device's,   or  method's  essential  identity  and  character.   An
"Improvement"  may  comprise  alterations  or  additions  to either  patented or
unpatented inventions,  discoveries,  technology, or devices, and may or may not
be patentable.

         "Licensee" has the meaning set forth in the preamble.

         "Licensor" has the meaning set forth in the preamble.

         "Proprietary   Reagent"  means  and  refers  to  the  chemical  reagent
compounds that are part of Licensor's  Synthetic Fuel Technology,  necessary for
the production, by Licensee, of synthetic fuel reasonably expected to constitute
"qualified  fuels" pursuant to the terms of Section  29(c)(1)(C) of the Code and
with respect to which  Section 29 is  applicable  pursuant to Section  29(f) and
29(g) of the Code.

          "Synthetic Fuel Technology" means all intellectual  property,  patents
(including,  but  not  limited  to,  United  States  Patent  Numbers  5,599,361;
5,487,764 and  5,453,103)  and  applications  therefor,  printed and not printed
technical data, know-how, trade secrets,  proprietary chemicals,  copyrights and
other intellectual property rights, inventions, discoveries,  techniques, works,
processes,   methods,   plans,   software,   designs,   drawings,    schematics,
specifications,   communications   protocols,   source  and   object   code  and
modifications,  test procedures, program cards, tapes, disks, algorithms and all
other scientific or technical  information in whatever form including "Developed
Technology" and  "Improvements"  relating to, embodied in or used in the process
to produce  synthetic  fuel from coal,  waste coal,  coal fines,  and other coal
derivatives,  including all such information in existence as of the date of this
Agreement as well as related information later developed by Licensor;  provided,
however, that the defined term "Synthetic Fuel Technology" shall not include the
proprietary  process/method or other binder material or composition developed by
Licensor to produce  synthetic  coke  briquettes  from coke breeze,  iron revert
materials,  or any technology used in any application  other than the processing
and production of solid synthetic fuel made from coal. Nothing in this Agreement
is  intended  to grant  to  Licensee  the  right to  apply  the  Synthetic  Fuel
Technology  to produce  anything  other than solid  synthetic  fuel  intended to
qualify for tax credits under Section 29(c)(1)(C) of the Code.

         Section 2. License Grant.

         2.1 General. Licensor hereby grants to Licensee a non-exclusive license
to use the Synthetic Fuel  Technology,  including  Developed  Technology  and/or
Improvements  relating to the Synthetic Fuel Technology,  throughout the term of
this  Agreement,  for the  purpose of  commercial  exploitation,  including  the
non-exclusive  right to make,  have made or use at the  Facility and to offer to
sell and to sell or otherwise transfer products that have been manufactured with
the  Synthetic  Fuel  Technology,  subject to the terms and  conditions  of this
Agreement.  Licensee  shall not have the right to sublicense  the Synthetic Fuel
Technology  other than to an operator  employed at the  Facility by Licensee for
operations solely at the Facility.

         2.2  Licensor's  Ownership  of  Developed  Technology.   All  Developed
Technology  and/or   Improvements  are  and  shall  become  Licensor's  absolute

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property,  subject to the terms of this  Agreement.  Licensee  shall at any time
during the term of this  Agreement  and  thereafter,  at  Licensor's  reasonable
request,  execute any patent papers  covering such Developed  Technology  and/or
Improvements  as  well as any  other  documents  that  Licensor  may  reasonably
consider  necessary or helpful in the prosecution of  applications  for a patent
thereon or in connection  with any  litigation or controversy  related  thereto;
provided,  however,  that all expenses  incident to the  preparation,  review or
filing of such applications and the prosecution  thereof and the conduct of such
litigation shall be borne by Licensor.

         2.3  Exclusive  Technology.  For  the  production  of  synthetic  fuel,
Licensee  agrees to use only the Synthetic  Fuel  Technology at the Facility and
not to use any other substitute  technology at the Facility.  Licensee shall not
use any  process or  methodology  in the  production  of  synthetic  fuel at the
Facility that is not part of the Synthetic Fuel  Technology  except as expressly
set forth in this  Agreement.  Licensee (a) shall not make or have made products
using the Synthetic Fuel Technology or similar technology except at the Facility
and (b)  shall  only  make and have  made  products  using  the  Synthetic  Fuel
Technology at the Facility under this License Agreement. Licensee further agrees
to use the  Synthetic  Fuel  Technology  only under  authority  of this  License
Agreement with Licensor.

         2.4  Non-licensed  Technology.  Licensor  retains the absolute right to
fully exploit its technologies including, but not limited to, the application of
such technology embodied in the Synthetic Fuel Technology to produce, market and
use synthetic coke briquettes from coke breeze,  iron revert materials,  and any
other materials to which Licensor's technology can be applied.

         2.5 Confidentiality.  Each of the parties hereby agrees to maintain the
Synthetic Fuel  Technology  confidential  and not to disclose the Synthetic Fuel
Technology,  or any  aspect  thereof,  including  the  Developed  Technology  or
Improvements   (collectively,   the  "Confidential   Technology   Information");
provided,  that Licensee acknowledges and agrees that nothing herein shall limit
Licensor  from  disclosing  Confidential  Technology  Information  to  other  of
Licensor's licensees. Notwithstanding the foregoing, information which (a) is or
becomes  generally  available  to  the  public  other  than  as a  result  of an
unauthorized  disclosure by the parties or their respective  agents,  employees,
directors  or  representatives,   (b)  was  available  to  the  party  receiving
disclosure  on a  non-confidential  basis  prior  to  its  receiving  disclosure
hereunder, (c) lawfully becomes available to the party receiving disclosure on a
non-confidential  basis from a third party source  (provided that such source is
not known by the party receiving disclosure or its agents, employees,  directors
or representatives to be prohibited from transmitting the information), or (d) a
party is compelled by legal process by any court or other  authority to disclose
shall not be subject to the terms of this Section 2.5. In the case of (d) above,
the  compelled  party shall give the other party prompt  written  notice of such
legal process in order that an appropriate protective order can be sought at the
other  party's  sole cost and  expense  and each party  agrees not to oppose the
other  party's  efforts to prevent the  disclosure  of  Confidential  Technology
Information.   At  the  termination  of  this  Agreement,   all  copies  of  any
Confidential Technology Information (including,  without limitation, any reports
or memoranda) shall be returned by the party receiving disclosure.

         2.6 Know-How and  Assistance.  To enable Licensee to benefit fully from
the license of the Synthetic Fuel Technology, Licensor shall provide to Licensee

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access to all relevant documentation,  drawings,  engineering specifications and
other know-how in its possession,  reasonable  access to its employees or agents
who are familiar with the Synthetic Fuel Technology,  Developed Technology,  and
Improvements  and shall  provide such  technical  assistance  and training as is
requested by Licensee.  Licensee shall reimburse  Licensor for reasonable travel
and other  similar  out-of-pocket  expenses of Licensor in  performing  services
under this Section 2.6; provided  however,  that Licensor shall obtain the prior
approval of Licensee for any expenditures in excess of $5,000.

         Section  3.  Royalty  Payments.  During  the  term of  this  Agreement,
Licensee  shall pay to Licensor a royalty in an amount equal to $4.75 per ton of
synthetic fuel produced at the Facility (regardless of the ownership or location
thereof) and sold during the period  commencing on the Effective Date hereof and
ending  upon  the  expiration  of the  term  (or  earlier  termination)  of this
Agreement.  Such  royalty  shall be paid  quarterly  on the 20th day of January,
April,  July and  October of each year for the  synthetic  fuel sold  during the
immediately preceding calendar quarter, regardless of whether the Synthetic Fuel
Technology is used.

         Section 4. Sales of Proprietary Reagent.

         4.1 Sale and  Purchase.  During  the term of this  Agreement,  Licensee
shall purchase from Licensor the Facility's full  requirement of reagent for use
in the  manufacture  of  synthetic  fuel  at  the  Facility  (regardless  of the
ownership or location thereof), and Licensor shall supply Proprietary Reagent to
Licensee,  on the  terms  specified  herein.  Payment  for  Proprietary  Reagent
delivered  by  Licensor  during any  calendar  month shall be billed by Licensor
monthly at the end of each month and due and payable by Licensee by the 10th day
of the following  month.  Payments  after the  applicable due dates shall accrue
interest at the rate of one percent per month.

         4.2  Substitute  Reagent.  Licensor  agrees  that upon 20 days  written
notice to Licensor,  Licensee may purchase reagent from an alternative  supplier
if Licensor cannot supply  Licensee's  requirements for reagent as called for in
Section  4.1. If at any time  Licensor  provides 20 days  written  notice of its
intention  to cure its  performance  under  Section  4.1 and  provides  Licensee
reasonably  adequate  assurance  of its  ability  to  perform,  then  Licensee's
obligation  to  purchase  reagent  from  Licensor  under  Section  4.1  shall be
reinstated.

         4.3  Conditional  Sale.  Licensee  acknowledges  and  agrees  that  the
Proprietary  Reagent is the subject of  Licensor's  patents,  including  but not
limited to United States Patents No. 5,453,103,  5,487,764,  and 5,599,361,  and
that Licensee shall purchase  Proprietary  Reagent from Licensor  solely for its
own internal  needs in connection  with the  production by Licensee of synthetic
fuel and not for  resale.  Further,  Licensee  shall not  produce  or attempt to
produce, directly or indirectly, Proprietary Reagent.

         4.4 Price.  The price  which  Licensee  shall pay to  Licensor  for the
Proprietary Reagent shall be $1.275 per dry pound of Covol 298 or $1.475 per dry
pound of Covol  298-1.  The  Proprietary  Reagent  price  shall be subject to an
inflation  adjustment  of four  percent  beginning  January 1, 2003 and annually
thereafter;  provided,  however,  that at no time will  Licensor  be required to
supply  Proprietary  Reagent to Licensee at less than  Licensor's cost of supply
including reasonable overhead, plus a 10 percent profit.

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         4.5  Licensor  Representations  and  Warranties.  Licensor  represents,
warrants and covenants as follows:

                  (a)  Licensor  shall  convey  to  Licensee  good  title to all
Proprietary Reagent and purchased by Licensee from Licensor hereunder,  free and
clear of any and all liens, claims and encumbrances of any type whatsoever.

                  (b) The  Proprietary  Reagent shall be delivered in accordance
with applicable laws and governmental regulations.

         4.6 Order  Procedure.  Licensee  shall deliver all purchase  orders for
Proprietary  Reagent at least ten (10) days in advance of the requested delivery
date.  Each  such  purchase  order  shall be  delivered  either  (a) in  writing
(including  by fax),  or (b)  orally  by  telephone  by an  authorized  agent of
Licensee  (subject to the  condition  that it is followed by a written  purchase
order within 24 hours).  Such purchase  orders shall be sent to Licensor at such
address as Licensor shall direct.

         4.7  Delivery  and  Acceptance.   All  Proprietary   Reagent  purchased
hereunder shall be delivered F.O.B. trucks at the Facility.  Licensee shall bear
the expense of unloading the Proprietary Reagent from the trucks. Licensee shall
have a reasonable  opportunity  to sample  Proprietary  Reagent  delivered to it
hereunder   to  confirm   that  such   Proprietary   Reagent   conforms  to  the
specifications attached hereto as Exhibit A-1 and A-2, and Licensee shall not be
deemed  or  required  to  accept  any  such  Proprietary  Reagent  prior  to the
completion of such sampling; provided, however, that Licensee shall be deemed to
have  accepted  any  Proprietary  Reagent  supplied  to it  hereunder,  if  such
Proprietary  Reagent is not rejected by Licensee in writing within five (5) days
of delivery to Licensee.

         Section 5.  Records;  Inspection;  Confidentiality.  Each party  hereto
shall keep accurate  records  containing  all data  reasonably  required for the
computation,  reporting,  and  verification  of the  amounts  to be  paid by the
respective parties under this Agreement, and shall permit each other party or an
independent  accounting  firm  designated by such other party to inspect  and/or
audit such records during normal business hours upon reasonable  advance notice.
All costs and expenses  incurred by a party in connection  with such  inspection
shall be borne by it.  Each  party  agrees to hold  confidential  from all third
parties  all  information  contained  in records  examined by or on behalf of it
pursuant to this Section 5 (collectively,  "Confidential Project  Information");
provided,  however, that information which (a) is or becomes generally available
to the  public  other  than as a result  of an  unauthorized  disclosure  by the
parties or their respective agents, employees, directors or representatives, (b)
was  available to the party  receiving  disclosure on a  non-confidential  basis
prior to its receiving disclosure  hereunder,  (c) lawfully becomes available to
the party receiving  disclosure on a  non-confidential  basis from a third party
source (provided that such source is not known by the party receiving disclosure
or its agents,  employees,  directors or  representatives  to be prohibited from
transmitting the  information),  or (d) a party is compelled by legal process by
any court or other  authority  to disclose  shall not be subject to the terms of
this  Section 5. In the case of (d) above,  the  compelled  party shall give the
other  party  prompt  written  notice of such  legal  process  in order  that an
appropriate  protective  order can be sought at the other  party's sole cost and

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expense and each party agrees not to oppose the other party's efforts to prevent
the disclosure of Confidential Project  Information.  At the termination of this
Agreement,  all  copies  of any  Confidential  Project  Information  (including,
without  limitation,  any reports or  memoranda)  shall be returned by the party
receiving disclosure.

         Section 6. Enforcement of Proprietary Rights.  Licensee shall cooperate
in good faith,  at no cost or expense to Licensee,  with  Licensor's  efforts to
enforce its proprietary patent and trade secret rights.

         Section 7. General Representations and Warranties.

         7.1  Authority.  Each of Licensee and Licensor  represents and warrants
that (a) the  execution,  delivery and  performance  of this  Agreement  and the
consummation of the transactions  contemplated  hereby have been duly authorized
on its behalf by all requisite  action,  corporate or otherwise,  (b) it has the
full right,  power and  authority to enter into this  Agreement and to carry out
the  terms  of this  Agreement,  (c) it has duly  executed  and  delivered  this
Agreement,  and (d) this  Agreement  is a valid  and  binding  obligation  of it
enforceable  in  accordance  with its terms,  except as  limited  by  applicable
bankruptcy, insolvency, reorganization or similar laws at the time in effect.

         7.2 No Consent.  Each of Licensee and Licensor  represents and warrants
that no approval, consent,  authorization,  order, designation or declaration of
any court or regulatory  authority or  governmental  body or any  third-party is
required to be obtained by it, nor is any filing or registration  required to be
made therewith by it for the consummation by it of the transactions contemplated
under this Agreement.

         7.3 Intellectual Property Matters. Licensor represents and warrants (a)
to its best knowledge and good faith belief that it owns,  free and clear of all
liens  and  encumbrances,  patents  related  to the  Synthetic  Fuel  Technology
(including,  but  not  limited  to,  United  States  Patent  Numbers  5,599,361,
5,487,764  and  5,453,103)  and has developed  the  Synthetic  Fuel  Technology,
including, but not limited to, printed and not printed technical data, know-how,
trade  secrets,  proprietary  chemicals,   copyrights,  and  other  intellectual
property  rights and all other  scientific or technical  information in whatever
form relating to,  embodied in or used in the process to produce  synthetic fuel
from coal, waste coal, coal fines, and other similar coal derivatives,  and, the
right  to  freely  make,  use,  sell and  exploit  Proprietary  Reagent  used in
manufacturing synthetic fuel from coal, waste coal, coal fines and other similar
coal  derivatives,  and (b) that it has the right and power to grant to Licensee
the licenses granted herein.

         7.4 Indemnification.  Each party agrees to indemnify,  defend,  protect
and hold  harmless  the  other  party  and its  partners,  directors,  officers,
members, agents,  representatives,  subsidiaries and affiliates from and against
any and all claims,  demands or suits (by any party,  including any governmental
entity), losses, liabilities, damages, obligations, payments, costs and expenses
(including  the  costs  and  expenses  of  enforcing  this  indemnification  and
defending  any and all actions,  suits,  proceedings,  demands and  assessments,
which shall include reasonable  attorneys' fees and court costs) resulting from,
relating to, arising out of, or incurred in connection with any breach of any of
the representations, warranties and/or covenants contained in this Agreement.

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         Section  8.  Term.  The  term  of  this  Agreement  is for  the  period
commencing on the  Effective  Date of this  Agreement and will continue  (unless
terminated  according  to the  terms and  conditions  of this  Agreement)  until
December 31, 2007, or such earlier date on which  synthetic fuel produced at the
Facility shall cease to constitute  "qualified  fuels" with respect to which the
Licensee  shall be entitled  to claim  federal  income tax  credits  pursuant to
Section 29 of the Code.  Upon at least 6 month's  written notice before December
31, 2007 by either party,  this  Agreement  shall be extended until December 31,
2015,  or such earlier  date on which  synthetic  fuel  produced at the Facility
shall cease to constitute  "qualified  fuels" with respect to which the Licensee
shall be entitled to claim federal income tax credits  pursuant to Section 29 of
the Code.  Anything in this  Agreement  notwithstanding,  this  Agreement  shall
remain in full force and effect for so long as the Facility  produces  synthetic
fuel.

         Section  9.  Termination.  This  Agreement  shall  terminate  upon  the
termination  date set forth in Section 8,  unless the  Agreement  is  terminated
sooner pursuant to this Section 9.

         9.1  Termination  for Cause. In addition to any other remedies that may
exist,  either party may  terminate  this  Agreement  for cause in the event the
other party  commits a material  breach of any  provision  of this  Agreement by
giving the other  party at least  sixty (60) days prior  written  notice of such
termination  in the case of a breach other than for the payment of money,  or in
the case of a breach for a failure to pay, fifteen (15) days notice, unless such
default  or  breach  is cured  within  said  sixty  (60) or  fifteen  (15)  days
respectively. If either party terminates this Agreement pursuant to this Section
9, each party  shall  promptly  return  and cause all of its agents to  promptly
return  to  the  other  party  Confidential   Technology   Information  and  all
Confidential  Project  Information   (together,   "Confidential   Information"),
including with respect to Licensee,  all Synthetic Fuel  Technology  then in its
possession,  and such  party  shall not  thereafter  use for its own  commercial
benefit or disclose to any third person any  Confidential  Information or during
the period  ending three (3) years from the date of such  termination;  provided
however that Licensee may terminate  this Agreement as set forth in this Section
9.1  while  continuing  to use  the  Synthetic  Fuel  Technology  for so long as
Licensee  continues to pay Licensor  royalty payments as set forth in Section 3.
Notwithstanding  the foregoing,  information  which (a) is or becomes  generally
available to the public other than as a result of an unauthorized  disclosure by
the receiving party or its respective members, agents,  employees,  directors or
representatives,  (b) was available to the Licensee on a non-confidential  basis
prior to its receiving disclosure  hereunder,  (c) lawfully becomes available to
the  receiving  party on a  non-confidential  basis  from a third  party  source
(provided  that such source is not known by the receiving  party or its members,
agents,   employees,   directors  or   representatives  to  be  prohibited  from
transmitting the information),  or (d) the receiving party is compelled by legal
process by any court or other  authority to disclose shall not be subject to the
terms of the duty to protect Confidential Information set forth in this section.
In the case of (d) above,  the receiving party shall give the other party prompt
written  notice of such legal  process in order that an  appropriate  protective
order can be sought at the other  party's sole expense and the  receiving  party
agrees  not to  oppose  such  party's  efforts  to  prevent  the  disclosure  of
Confidential Information.

         9.2 Termination for Insolvency or Ceasing Business.  This Agreement may
be terminated by either party if:

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                  (a) The other party becomes  insolvent or is unable to pay its
debts as they fall due, seeks protection  voluntarily or involuntarily under any
law   relating  to   bankruptcy,   receivership,   insolvency,   administration,
liquidation,  dissolution or similar law of any jurisdiction (other than for the
purposes of a  reorganization  with a view to continuing the business as a going
concern under relevant  bankruptcy or insolvency  proceedings)  or enters into a
general  assignment or arrangement  or a composition  with or for the benefit of
its creditors; or

                  (b) The other  party takes any step  (including  the filing or
presentation  of a petition,  or the filing of an application or consent) in any
jurisdiction  for,  or with a view  to,  the  appointment  of an  administrator,
liquidator, receiver, trustee, custodian or similar official (other than for the
purposes of a  reorganization  with a view to continuing the business as a going
concern under  relevant  bankruptcy or  insolvency  proceedings)  for such party
and/or the whole or any part of the business, undertaking,  property, assets, or
uncalled capital of such party or any such person is appointed.

         9.3 Effect of  Termination.  Upon  termination of this  Agreement,  all
rights granted to and future  obligations of the parties shall immediately cease
except as provided above;  however termination shall not relieve either party of
its  obligations  accrued  during  the  term of this  Agreement  (including  any
pre-termination obligation Licensee may have to pay Licensor) which has not been
fulfilled, and all representations,  warranties, indemnification obligations and
confidentiality  agreements  made  herein  shall  survive  termination  of  this
Agreement.

         Section 10. Waiver. The failure of any party to enforce at any time any
provision of this Agreement shall not be construed as a waiver of such provision
or the right  thereafter to enforce each and every  provision.  No waiver by any
party, either express or implied, of any breach of any of the provisions of this
Agreement  shall be  construed  as a waiver of any other  breach of such term or
condition.

         Section 11.  Severability.  If any provision of this Agreement shall be
held by a court of competent  jurisdiction to be invalid or unenforceable in any
respect for any reason, the validity and enforceability of any such provision in
any other respect and of the remaining provisions of this Agreement shall not be
in any way impaired.

         Section  12.  Notices.  All  notices  required  or  authorized  by this
Agreement shall be effective upon receipt and given to the parties in writing by
fax, mail, or courier as follows:

         To Licensor:          President
                               Headwaters Incorporated
                               11778 S. Election Road, Suite 210
                               Draper, UT 84020
                               Fax:  (801) 984-9410

         To Licensee:          Environmental Technologies Group, LLC
                               11778 S. Election Road, Suite 210
                               Draper, UT 84020
                               Fax:   (801) 984-9420
                               Attn:  Manager

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         With a copy to:       Red Hawk Energy, LLC
                               10,000 Stockdale Highway, Suite 100
                               Bakersfield, CA  93311
                               Fax:  (661) 663-3164
                               Attn:  President

         Section 13. Remedies Cumulative. Remedies provided under this Agreement
shall be  cumulative  and in  addition to other  remedies  provided by law or in
equity.

         Section 14. Entire  Agreement.  This Agreement  constitutes  the entire
agreement of the parties  relating to the subject  matter  hereof.  There are no
promises,  terms,  conditions,  obligations,  or  warranties  other  than  those
contained herein.  This Agreement  supersedes any and all prior  communications,
representations,  or agreements, verbal or written, between the parties relating
to the  subject  matter  hereof.  This  Agreement  may not be amended  except in
writing signed by the parties hereto.

         Section  15.  Governing  Law.  This  Agreement  shall  be  governed  in
accordance with the laws of the State of Utah, exclusive of its conflict of laws
rules.

         Section 16. Assignment.

                  (a) Except as set forth in this Section 16, this Agreement may
not be assigned,  in whole or in part, by any party without the written  consent
of the other party, which consent shall not be unreasonably withheld or delayed.
Licensor and Licensee shall have the right to assign their respective rights and
obligations  under this  Agreement to any entity which is controlled by Licensor
or Licensee,  as the case may be, and of which Licensor or Licensee, as the case
may be, owns, directly or indirectly, at least fifty percent (50%) of each class
of its outstanding  securities,  provided that no such assignment  shall release
Licensor  or  Licensee,  as the case may be, from their  respective  obligations
hereunder.

                  (b)  Licensee  covenants  not  to  transfer  ownership  of the
Facility  except on condition  that the  Licensee,  as a part of such  transfer,
assigns  its  obligations   under  this  Agreement  to  a  person  (a  "Facility
Assignment"),  subject to Licensor's written consent, which consent shall not be
unreasonably withheld or delayed. No such attempted assignment by Licensee shall
be valid  unless the  putative  transferee  shall have agreed  unqualifiedly  to
assume the obligations of Licensee under this Agreement.

                                       9
<PAGE>

         Executed by the duly  authorized  representative  of the parties on the
date and year first above written.

HEADWATERS INCORPORATED



By: /s/ Brent M. Cook
    -----------------------------
     Name: Brent M. Cook
     Its:  President


ENVIRONMENTAL TECHNOLOGIES GROUP, LLC


By: /s/ Brent M. Cook
    ---------------------------------------------------
     Name: Brent M. Cook
     Its:  President, Headwaters Incorporated, Manager

                                       10
<PAGE>

                                   Exhibit A-1


                Specifications of Proprietary Reagent - Covol 298

         I.       MATERIAL DESCRIPTION:

         Color:                               White
         Odor:                                Slight odor
         Appearance/Physical State            Liquid with suspended solids
         Description Note:                    Proprietary Carboxylated
                                               Styrene/Butadiene Polymer


         II.      GOVERNMENT INDUSTRY STANDARDS:

                  Non-food Contact

         III.     TEST REQUIREMENTS:

--------------------------------- ------------- -------------- -----------------
Test Item and Condition             Limit            Unit           Method
--------------------------------- ------------- -------------- -----------------
Solids                              48.0-50.0        Wt%            DOWM 100008
PH                                  5.5-6.5                         DOWM 100429
2000 Mesh Residue, per 900 ml       0.05 Max         Grams          LTM 004
--------------------------------- ------------- -------------- -----------------

                                       11
<PAGE>

                                   Exhibit A-2



              Specifications of Proprietary Reagent - Covol 298-1

         I.       MATERIAL DESCRIPTION:

         Color:                               White
         Odor:                                Slight odor
         Appearance/Physical State            Liquid with suspended solids
         Description Note:                    Proprietary Carboxylated
                                              Styrene/Butadiene/Acrylate/Acetate
                                              Polymer


         II.      GOVERNMENT INDUSTRY STANDARDS:

                  Non-food Contact

         III.     TEST REQUIREMENTS:

--------------------------------- ----------------- ------------ ---------------
Test Item and Condition               Limit              Unit       Method
--------------------------------- ----------------- ------------ ---------------
Solids                                51.0 - 53.0        Wt%        DOWM 100008
PH                                    5.0 - 6.5                     DOWM 100429
2000 Mesh Residue, per 900 ml         0.05 Max           Grams      DOWM 101784
--------------------------------- ----------------- ------------ ---------------

                                       12