Exhibit 10.72.3


                                 AMENDMENT #1 TO
                            SHARE EXCHANGE AGREEMENT


         THIS AMENDMENT #1, made and entered into and effective as of August 21,
2001, amends the SHARE EXCHANGE  AGREEMENT (the "Exchange  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 each of the individuals listed on
the signature pages thereto (the "Transferors").

                                    RECITALS

         A. Headwaters, Merger Sub, HTI, and Alfred G. Comolli, Lap-Keung (Theo)
Lee, Ph.D., David L. Tanner, and Michael Kelley (the "HTI Shareholders") entered
into the Exchange Agreement on May 2, 2001.

         B. Headwaters,  Merger Sub, HTI, and the HTI Shareholders wish to amend
Section  1.3(a)(vii)  of the Exchange  Agreement,  which  defines the term "2002
Projected  EBITDA" and which  constitutes the criterion for determining  whether
HTI earns the Second Contingent Payment under the Exchange Agreement,  to better
reflect the parties' agreement.

         C. Section 9.1 of the Exchange  Agreement provides that the Transferors
shall indemnify  Headwaters for, among other things,  any  misrepresentation  or
breach of the  representations,  warranties or covenants of HTI contained in the
Merger   Agreement  or  made  to  Headwaters  or  Merger  Sub  in  any  exhibit,
certificate, or other instrument or document furnished or to be furnished by HTI
pursuant  to  the  Merger  Agreement  or in  connection  with  the  transactions
contemplated therein, subject to the limitations contained in Section 9.1.

         D.  Section   2.8(h)  of  the  Merger   Agreement  sets  forth  certain
representations and warranties of HTI with regard to intellectual  property used
in the operation of its business,  including  HTI's  design,  development,  use,
import,  manufacture,  and  sale  of  the  products,   technology,  or  services
(including  products,  technology,  or services  currently under development) of
HTI.

         E. Headwaters,  Merger Sub, HTI, and the HTI Shareholders wish to amend
the  Exchange  Agreement  as of  this  date so  that  HTI  and  the  Transferors
specifically acknowledge and agree that if certain potential claims of IFP North
America,  Inc., or any affiliates  thereof,  against Headwaters or the Surviving
Corporation, or other related parties, result in a breach of the representations
and warranties contained in Section 2.8(h) of the Merger Agreement,  then Losses
incurred by Headwaters or the Surviving  Corporation (or the related parties) in
connection  with such  breach of the  representations  and  warranties  shall be
subject to indemnification under Section 9.1 of the Exchange Agreement.

<PAGE>

         F. Section 11.3 of the Exchange  Agreement  provides  that the Exchange
Agreement may be amended,  at any time prior to the Closing, by a writing signed
by Headwaters,  Merger Sub, HTI, and a majority in interests of the  Transferors
who have signed the Exchange Agreement as of such time.

         G. The HTI  Shareholders  constitute  a majority  in  interests  of the
Transferors as of the date of this Amendment #1.

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

         1. The  Exchange  Agreement is hereby  amended by adding the  following
clause to the end of Section 1.3(a)(vii)  (containing the definition of the term
"2002 Projected EBITDA"):

         "; and  provided  further  that,  for  purposes  of  determining  HTI's
         qualification for the Second Contingent Payment,

         (i) if the Shenhua license agreement discussed in Section 1.3(c)(ii)(y)
         herein is  executed  between  January  1,  2002,  and  March 31,  2002,
         inclusive, 2002 Projected EBITDA will be increased by $1,521,000;

         (ii)  if  the  PetroChina   license  agreement   discussed  in  Section
         1.3(c)(ii)(z) herein is executed between January 1, 2002, and March 31,
         2002,  inclusive,  2002 Projected  EBITDA will be increased by $75,000;
         and

         (iii) if either the Shenhua license agreement or the PetroChina license
         agreement,  or both, is executed between January 1, 2002, and March 31,
         2002,   inclusive,   in  addition  to  the  adjustments   described  in
         subsections (i) and (ii) above, 2002 Projected EBITDA will be increased
         by the net loss, if any,  before  interest,  taxes,  depreciation,  and
         amortization incurred by HTI from the Closing Date through December 31,
         2001."

         2. Section 1.3(c)(ii)(z) of The Exchange Agreement is hereby amended by
replacing the phrase  "("PetroChina")" with the phrase "or an equivalent company
(in either case, "PetroChina" for all purposes under this Exchange Agreement)".

         3. The Exchange Agreement is hereby amended to add the following to the
end of Section 9.1:

         "HTI  and  the  Transferors  hereby  acknowledge  and  agree  that  the
         indemnification provided for in this Section 9.1 applies to claims made
         by or on behalf of IFP North  America,  Inc., or any affiliate  thereof
         (in either  case,  "IFP")  against  any  Indemnified  Persons  alleging
         infringement, misappropriation, or misuse of IFP's alleged intellectual
         property rights or trade secrets and which claims result in a breach of
         the representations, warranties and covenants made by HTI in the Merger
         Agreement,  including, without limitation, Section 2.8(h) of the Merger
         Agreement.  In the  event  that IFP  makes  any  claim  and such  claim
         proceeds to litigation,  arbitration, or other dispute resolution forum
         and (x) any  Indemnified  Person  alleges any  counterclaim  for costs,
         expenses,  damages,  or other  relief  against IFP,  including  claims,

                                       2
<PAGE>

         defenses,  or motions for frivolous pleadings or under any similar law,
         statute,  or rule, and (y) a monetary award or settlement is paid or is
         payable to Headwaters or the Surviving Corporation in such matter which
         is in excess of the  Losses,  if any,  incurred  by  Headwaters  or the
         Surviving Corporation in connection with the IFP claim, then the amount
         of the award or  settlement in excess of the Losses shall be payable to
         the Representative for the benefit of the Transferors."


                                     *******




                                       3
<PAGE>

         IN WITNESS WHEREOF,  the parties hereto have executed this Amendment #1
to the Exchange 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

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



                                       4