AMENDMENT TO CREDIT AGREEMENT

         THIS AGREEMENT, dated as of October 20, 2000, is entered into by and
between THE H.B. GROUP, INC., a Utah corporation (the "Borrower") with its
principal office at 6995 Union Park Center, Suite 300, Midvale, Utah 84047 and
HEADWATERS INCORPORATED, a Delaware Corporation (the "Lender").

                              W I T N E S S E T H :

         WHEREAS, Borrower and Lender have entered into a Credit Agreement dated
October 20, 2000 (the "Credit Agreement"); and

         WHEREAS, Borrower and Lender desire to amend the Credit Agreement as
hereinafter set forth;

         NOW, THEREFORE, the Borrower and the Lender agree as follows:

         Section 6.1 (k) of the Credit Agreement is hereby stricken and replaced
in full by the following:

                  (k)      (i) Maintain a current ratio, that is a ratio of
                  current assets to current liabilities of not less than one
                  (1.0) as of the end of each fiscal quarter; and

                           (ii) Show earnings before interest and taxes a) for
                  the months of October through December, 2000 with losses no
                  greater than Five Hundred Thousand Dollars ($500,000.00) for
                  the period; b) for the months of January and February of the
                  year 2001 of not less than a total of Two Hundred Thousand
                  Dollars ($200,000.00) for the period; and c) for the balance
                  of the year 2001 of not less than One Hundred Thousand Dollars
                  ($100,000.00) per month or of Three Hundred Thousand Dollars
                  ($300,000.00) for any trailing three month period.

                           For purposes of calculating the ratio required by
                  Subsection (k)(i), the obligation created to Lender by this
                  Credit Agreement and the other associated loan documents shall
                  not be included in current liabilities.

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         Section 7(b) of the Credit Agreement is hereby stricken and replaced in
full by the following:

                  (b)      (i) Failure to perform or observe any of the terms,
                  covenants, conditions, or agreements contained in the Warrant
                  Agreement, the Investors' Rights Agreement, the Security
                  Agreement, the Guaranty, the Stock Pledge Agreement, or this
                  Agreement with the exception of the covenant in Section 6.1
                  (k) of this Agreement, which failure shall remain unremedied
                  for a period of twenty (20) days after notice of the default;
                  or

                           (ii) failure to maintain the ratio required by the
                  covenant in Section 6.1(k) of this Agreement which failure
                  remains unremedied for a period of thirty (30) days after
                  notice of the default and failure to show the earnings before
                  interest and taxes set forth in Section 6.1(k); or

         Except as expressly changed pursuant to this Amendment, all of the
terms and conditions of the Credit Agreement shall remain the same.


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         IN WITNESS WHEREOF, the parties have earned this Agreement to be duly
executed as of the above date.

                                                      Borrower:
                                                      THE H.B. GROUP, INC.


                                                      By: /s/ Chad D. Briggs
                                                          -------------------
                                                      Name: Chad D. Briggs
                                                      Title:Vice Treasurer


                                                      Lender:
                                                      HEADWATERS INCORPORATED


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