Exhibit 99.2.5


                             HEADWATERS INCORPORATED
                             STOCK OPTION AGREEMENT


         You have been granted an Option to purchase shares of common stock of
Headwaters Incorporated, a Delaware corporation ("Headwaters Incorporated"). The
terms and conditions of the Option are set forth in this cover sheet, in the
attachment and otherwise governed by, but not issued under the Headwaters
Incorporated 2002 Stock Incentive Plan (the "Plan").

Name of Optionee:                        Craig Hickman

Total Number of Shares Granted:          50,000

Exercise Price Per Share:                $13.85

Date of Grant:                           15 June 2002

Vesting Start Date:                      15 June 2003

Vesting Schedule:                        This Option vests over a three-year
                                         period as follows: One-third of the
                                         Option vests on each of 15 June 2003,
                                         15 June 2004, and 15 June 2005.

Expiration Date:                         15 June 2012


By your signature and the signature of Headwaters Incorporated's representative
below, you and Headwaters Incorporated agree that this Option is granted under
and governed by the terms and conditions described in the attachment and in the
Plan.

OPTIONEE:                                    Headwaters Incorporated

/s/ Craig Hickman                            By: /s/ Kirk A. Benson
-------------------------                       -------------------------
Craig Hickman                                Title: CEO
Print Name


<PAGE>

                             HEADWATERS INCORPORATED
                             STOCK OPTION AGREEMENT


Tax Treatment              This Option is intended to be a nonstatutory option,
                           and will not qualify as an incentive stock option
                           under section 422 of the Internal Revenue Code.

Vesting                    Your Option vests in installments, as provided in the
                           cover sheet of this Agreement. After your Service has
                           terminated for any reason, vesting of your Option
                           immediately stops.

Term                       Your Option will expire in any event at the close of
                           business at Headwaters Incorporated headquarters on
                           the day before the 10th anniversary of the Date of
                           Grant shown on the cover sheet (fifth anniversary for
                           a 10% owner if the Option is an ISO). It will expire
                           earlier if your Headwaters Incorporated service
                           terminates, as described below.

Regular Termination        If your service as an employee, director, consultant
                           or advisor of Headwaters Incorporated (or any
                           subsidiary) terminates for any reason except death or
                           total and permanent disability, then your Option will
                           expire at the close of business at Headwaters
                           Incorporated headquarters three months after your
                           termination date.

Death                      If you die as an employee, director, consultant or
                           advisor of Headwaters Incorporated or one of its
                           subsidiaries, then your Option will expire at the
                           close of business at Headwaters Incorporated's
                           headquarters on the day before the anniversary of
                           your date of death. During that one-year period, your
                           estate or heirs may exercise your Option.

                                      -2-
<PAGE>

Disability                 If your service as an employee, director, consultant
                           or advisor of Headwaters Incorporated (or any
                           subsidiary) terminates because of your total and
                           permanent disability, then your Option will expire at
                           the close of business at Headwaters Incorporated's
                           headquarters on the day before the six month
                           anniversary of your termination date.

                           "Total and permanent disability" means that you are
                           unable to engage in any substantial gainful activity
                           by reason of any medically determinable physical or
                           mental impairment that can be expected to result in
                           death or that has lasted, or can be expected to last,
                           for a continuous period of not less than 12 months.

Leaves of Absence          For purposes of this Option, your service does not
                           terminate when you go on a military leave, a sick
                           leave or another bona fide leave of absence that was
                           approved by Headwaters Incorporated in writing.
                           However, your service will be treated as terminating
                           90 days after you went on leave, unless your right to
                           return to active work is guaranteed by law or by a
                           contract. Your service terminates in any event when
                           the approved leave ends, unless you immediately
                           return to active work.

                           Headwaters Incorporated determines which leaves count
                           for this purpose.

Restrictions               Headwaters Incorporated will not permit you to
on Exercise                exercise this Option if the issuance of shares at
                           that time would violate any law or regulation.

Notice of Exercise         When you wish to exercise this Option, you must
                           notify Headwaters Incorporated by submitting the
                           "Notice of Exercise" form provided by Headwaters
                           Incorporated to the address given on the form by mail
                           or facsimile. Your notice must specify how many
                           shares you wish to purchase and how your shares
                           should be registered (in your name only or in your
                           and your spouse's names as community property or as
                           joint tenants with right of survivorship). The notice
                           will be effective when it is received by Headwaters
                           Incorporated, together with the exercise price.

                           If someone else wants to exercise this Option after
                           your death, that person must prove to Headwaters
                           Incorporated' satisfaction that he or she is entitled
                           to do so.

                                      -3-
<PAGE>

Form of Payment            When you submit your notice of exercise, you must
                           include payment of the Option price for the shares
                           you are purchasing. Payment may be made in one (or a
                           combination) of the following forms:

                              o     Your personal check, a cashier's check or a
                                    money order.

                              o     Certificates for Headwaters Incorporated
                                    stock that you have owned more than six
                                    months, along with any forms needed to
                                    effect a transfer of the shares to
                                    Headwaters Incorporated. The value of the
                                    shares, determined as of the effective date
                                    of the Option exercise, will be applied to
                                    the Option price. Instead of surrendering
                                    shares of Headwaters Incorporated stock, you
                                    may attest to ownership of those shares on a
                                    form provided by the Company and have the
                                    same number of shares subtracted from the
                                    number of option shares issued to you.

Withholding Taxes          You will not be allowed to exercise this Option
                           unless you make acceptable arrangements to pay any
                           withholding taxes that may be due as a result of the
                           Option exercise.

Restrictions on Resale     By signing this Agreement, you agree not to sell any
                           Option shares at a time when applicable laws or
                           Headwaters Incorporated policies prohibit a sale.
                           This restriction will apply as long as you are an
                           employee, director, consultant or advisor of
                           Headwaters Incorporated or a subsidiary of Headwaters
                           Incorporated.

Transfer of Option         Prior to your death, only you may exercise this
                           Option. You cannot transfer or assign this Option.
                           For instance, you may not sell this Option or use it
                           as security for a loan. If you attempt to do any of
                           these things, this Option will immediately become
                           invalid. You may, however, dispose of this Option in
                           your will or a written beneficiary designation. Such
                           a designation must be filed with Headwaters
                           Incorporated on the proper form and will be
                           recognized only if it is received at Headwaters
                           Incorporated headquarters before your death.

                           Regardless of any marital property settlement
                           agreement, Headwaters Incorporated is not obligated
                           to honor a notice of exercise from your former
                           spouse, nor is Headwaters Incorporated obligated to
                           recognize your former spouse's interest in your
                           Option in any other way.

                                      -4-
<PAGE>

Retention Rights           Your Option or this Agreement do not give you the
                           right to be retained by Headwaters Incorporated or
                           its subsidiaries in any capacity. Headwaters
                           Incorporated and its subsidiaries reserve the right
                           to terminate your service at any time, with or
                           without cause.

Stockholder Rights         You, or your estate or heirs, have no rights as a
                           stockholder of Headwaters Incorporated until a
                           certificate for your Option shares has been issued.
                           No adjustments are made for dividends or other rights
                           if the applicable record date occurs before your
                           stock certificate is issued, except as described in
                           the Plan.

Adjustments                In the event of a stock split, stock dividend or a
                           similar change in Headwaters Incorporated stock, the
                           number of shares covered by this Option and the
                           exercise price per share may be adjusted pursuant to
                           the Plan.

Applicable Law             This Agreement will be interpreted and enforced under
                           the laws of the State of Delaware.

The Plan and Other         This Option is not issued under the Plan. However,
Agreements                 the terms and conditions of the Option will be the
                           same as the terms and conditions contained in the
                           Plan. The text of the Headwaters Incorporated 2002
                           Stock Incentive Plan is incorporated in this
                           Agreement by reference. This Agreement and the Plan
                           constitute the entire understanding between you and
                           Headwaters Incorporated regarding this Option. Any
                           prior agreements, commitments or negotiations
                           concerning this Option are superseded.



                  By signing the cover sheet of this Agreement, you agree to all
                  of the terms and conditions described above and in the Plan.




                                      -5-