Exhibit 10.71.4


                       SECOND AMENDMENT TO LOAN AGREEMENT

         This Second Amendment to Loan Agreement (the "Amendment") is executed
this 26th day of September, 2001, by and between HEADWATERS INCORPORATED,
("Borrower") and ZIONS FIRST NATIONAL BANK (the "Lender").

         WHEREAS, Borrower and Lender entered into that certain Loan Agreement
dated October 18, 2000, an amended on February 1, 2001, which provided, among
other things, for Lender to extend a Revolving Line of Credit in the maximum
principal amount of Ten Million and 00/100 Dollars ($10,000,000.00) (the "Loan
Agreement"); and

         WHEREAS, Borrower has requested Lender to remove the borrowing base
requirement and amend certain financial covenants, and;

         WHEREAS, Lender has agreed to such request provided, among other
things, Borrower executes and delivers this Amendment.

         NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Loan Agreement as amended is hereby
amended as follows:

         1. The section entitled "BORROWING BASE" is hereby deleted in its
entirety.

         2. The section entitled "NET WORTH" is hereby deleted in its entirety
and replaced with the following:

         Tangible Net Worth. Borrower shall maintain a ratio of total
         liabilities, minus deferred revenue as of the date of this agreement,
         to tangible net worth of not more than 1.35:1, measured quarterly.

         3. A new section entitled "POSITIVE NET INCOME" is hereby added as
follows.

         Positive Net Income. Borrower shall maintain a positive net income,
measured quarterly.

                  4. A new section entitled "NET WORTH" is hereby added as
         follows.

         Net Worth. Borrower shall maintain a positive net worth of not less
         than $20,000,000.00, measured quarterly.

         Except as amended herein, all other terms and conditions of the Loan
Agreement remain in full force and effect and are applicable to this Amendment.

         IN WITNESS WHEREOF, Borrower and Lender have executed this Amendment as
of the date and year first above written.

Borrower:
HEADWATERS INCORPORATED                         Zions First National Bank

By: /s/ Kirk A. Benson                          By: /s/ Tracy Groll
    ------------------------------                 ----------------------------
    Kirk A. Benson, Chairman & CEO                  Tracy Groll, Vice President