Exhibit 10.72.4


                               STATE OF NEW JERSEY
                              CERTIFICATE OF MERGER

         Pursuant to Section  14A:10-5.1 of the New Jersey Business  Corporation
Act  (the  "Corporation  Act"),  Headwaters  Sub  Corporation,   as  the  parent
corporation of Hydrocarbon Technologies,  Inc., has executed this Certificate of
Merger (the "Certificate") as of August 28, 2001:

FIRST:   The name of the Surviving Corporation is Hydrocarbon Technologies, Inc.
("HTI"), a New Jersey corporation,  and the name of the corporation being merged
with and into HTI is Headwaters Sub  Corporation  (the  "Parent"),  a New Jersey
corporation.

SECOND:  The plan of merger is as follows:

         1) The Parent owns approximately 94.44% of the outstanding common stock
of HTI and is  effecting  the  merger of Parent  with and into HTI  pursuant  to
Section 14A:10-5.1(1) of the Corporation Act.

         2) The  Certificate  of  Incorporation  of  the  Parent,  as in  effect
immediately  prior to the time of the filing of this  Certificate with the State
of New Jersey (the "Effective Time"),  shall be the Certificate of Incorporation
of the  Surviving  Corporation  until  thereafter  amended  as  provided  by the
Corporation Act and by such Certificate of Incorporation.

         3) The Bylaws of HTI, as in effect  immediately  prior to the Effective
Time,  shall be, at the Effective Time, the Bylaws of the Surviving  Corporation
until thereafter amended.

         4) Each share of common  stock of HTI,  par value  $.01,  ("HTI  Common
Stock") issued and outstanding  immediately prior to the Effective Time, that is
not owned by  Headwaters  Incorporated  ("Headwaters")  or the  Parent,  and all
rights to accrued dividends in respect thereof,  at the Effective Time by virtue
of the Merger and  without  any action on the part of the  Parent,  HTI,  or the
holders of any shares of HTI Common Stock, will be canceled and extinguished and
automatically  converted  into  the  right  to  receive  in cash  the  aggregate
consideration, per share, in the amount of $8.26 (the "Merger Consideration").

         5) Any shares of HTI Common  Stock held in the treasury of HTI or owned
by the Parent or Headwaters  immediately  prior to the  Effective  Time shall be
canceled and extinguished without any conversion thereof.

         6) All options to purchase HTI Common Stock ("HTI Stock  Options") then
outstanding under HTI's Stock Option Plan (the "HTI Stock Option Plan") shall be
exchanged  by  Headwaters  for  options to acquire  common  stock of  Headwaters
("Headwaters  Common Stock") under  Headwaters'  option plan  registered on Form
S-8, at the Effective  Time, and shall have, and be subject to, the same vesting
and  expiration  terms as set  forth in the HTI Stock  Option  Plan  and/or  any
agreements  pursuant to which such HTI Stock  Options  were granted as in effect
immediately  prior to the Effective Time, except that (A) each Substitute Option
shall be exercisable for that number of whole shares of Headwaters  Common Stock
equal to the number of shares underlying such HTI Stock Option immediately prior

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to the Effective  Time,  multiplied by the Option  Exchange Ratio and rounded to
the nearest whole number of shares of Headwaters  Common Stock and (B) the price
at which  each such  Substitute  Option is  exercisable  shall be divided by the
Option Exchange Ratio and rounded to the nearest cent.

         7) Each share of common  stock,  $.001 par value,  of the Parent issued
and outstanding  immediately prior to the Effective Time shall be converted into
and exchanged for one validly issued,  fully paid, and  non-assessable  share of
common stock, $.01 par value, of the Surviving Corporation.

THIRD:   The plan of merger was approved by the Board of the Parent on April 26,
2001.

FOURTH:  The number of outstanding shares of HTI Common Stock is 1,599,611.  The
number  of  outstanding  shares  of HTI  Common  Stock  owned by the  Parent  is
1,510,654.

FIFTH:   A summary of the plan of merger was mailed to the minority shareholders
of HTI on August 28, 2001.

SIXTH:   The  number  of shares of the  Parent  entitled  to vote on the plan of
merger  is 100.  The  number of  shares  voted in favor of the plan is 100.  The
number of shares voted against the plan is 0.

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         IN  WITNESS  WHEREOF,   Headwaters  Sub  Corporation  has  caused  this
Certificate  to be signed by an  authorized  officer,  this 28th day of  August,
2001.



                                            HEADWATERS SUB CORPORATION


                                            By:  /s/ Kirk A. Benson
                                                -------------------------------
                                                 Name: Kirk A. Benson
                                                 Title:   President


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