Exhibit 10.72.2


                                 AMENDMENT #1 TO
                      AGREEMENT AND PLAN OF REORGANIZATION


         THIS AMENDMENT #1, made and entered into and effective as of August 21,
2001, amends the AGREEMENT AND PLAN OF REORGANIZATION  (the "Merger  Agreement")
dated May 2, 2001, by and among HEADWATERS INCORPORATED,  a Delaware corporation
("Headwaters"),  HEADWATERS  SUB  CORPORATION,  a New Jersey  corporation  and a
wholly-owned subsidiary of Headwaters ("Merger Sub"), HYDROCARBON  TECHNOLOGIES,
INC., a New Jersey corporation ("HTI"), and Alfred G. Comolli,  Lap-Keung (Theo)
Lee, Ph.D., David L. Tanner, and Michael Kelley (the "HTI Founders").

                                    RECITALS

         A.  Headwaters,  Merger Sub, HTI, and the HTI Founders entered into the
Merger Agreement on May 2, 2001.

         B. Section  10.1(e) of the Merger  Agreement  provides  that the Merger
Agreement  may be  terminated  by either HTI or  Headwaters  if the  Merger,  as
defined in the Merger Agreement, has not been consummated by July 31, 2001.

         C. Section 1.2 of the Merger Agreement provides that the Closing of the
Merger shall take place on such date as the parties agree in writing.

         D.  Section  10.3 of the  Merger  Agreement  provides  that the  Merger
Agreement may be amended,  at any time prior to the Closing, by a writing signed
by Headwaters, HTI, and the HTI Founders.

         E. Headwaters,  Merger Sub, HTI, and the HTI Founders wish to amend the
Merger Agreement as of this date and to specify the Closing Date for the Merger.

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
agreements  contained herein and in the Merger Agreement,  the Parties do hereby
agree as follows:

         1. Section 10.1(e) of the Merger Agreement is hereby amended to read in
its entirety as follows:

                  (e)      by either HTI or  Headwaters  if the Merger shall not
                           have been  consummated by August 31, 2001;  provided,
                           however,  that the right to terminate  this Agreement
                           and the Exchange Agreement under this Section 10.1(e)
                           shall not be  available  to any party whose action or
                           failure  to act  has  been a  principal  cause  of or
                           resulted  in the  failure  of the  Exchange  and  the
                           Merger  to  occur  on or  before  such  date and such
                           action or failure to act  constitutes  a willful  and
                           material  breach of this  Agreement  and the Exchange
                           Agreement;

<PAGE>

         2. In accordance with Section 1.2 of the Merger Agreement,  the Closing
of the Merger  shall take place on August 31,  2001,  or as soon  thereafter  as
practicable,  subject to the satisfaction or waiver of all closing conditions in
the Merger  Agreement  and the prior  Closing of the  Exchanges  under the Share
Exchange   Agreement  among  Headwaters,   Merger  Sub,  HTI,  and  certain  HTI
shareholders.

         IN WITNESS WHEREOF,  the Parties hereto have executed this Amendment #1
to the Merger Agreement as of the day and year first above written.


                                 HEADWATERS INCORPORATED


                                 By:  /s/ Kirk A. Benson
                                     -------------------------------------------
                                       Kirk A. Benson, Chief Executive Officer


                                 HYDROCARBON TECHNOLOGIES, INC.


                                 By:  /s/ Alfred G. Comolli
                                     -------------------------------------------
                                       Alfred G. Comolli, President


                                 HEADWATERS SUB CORPORATION


                                 By:  /s/ Kirk A. Benson
                                     -------------------------------------------
                                 Kirk A. Benson, President

                                  /s/ Alfred G. Comolli
                                 ----------------------------------
                                 Alfred G. Comolli

                                  /s/ Lap-Keung (Theo) Lee, Ph.D.
                                 ------------------------------------
                                 Lap-Keung (Theo) Lee, Ph.D.

                                  /s/ David L. Tanner
                                 ------------------------------------
                                 David L. Tanner

                                  /s/ Michael Kelley
                                 ------------------------------------
                                 Michael Kelley



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