Exhibit 10.60.0

                        Amendment to Employment Agreement

         This Amendment to Employment Agreement ("Amendment") is entered into as
of 9 July 2003 ("Effective Date"), by and between Kirk A. Benson (the
"Employee") and Headwaters Incorporated, a Delaware corporation (the "Company").

         Employee and the Company entered into an Employment Agreement as of
October 25, 2002. The parties hereby amend the Employment Agreement by deleting
sections 2(c)(i), (ii), and (iii) in their entirety and replacing them with the
following:

         (c) Stock Option Grants.

         (i)      First 2003 Grant. On or promptly after the Effective Date, the
                  Company shall grant the Employee a stock option under the 2003
                  Headwaters Incorporated Stock Incentive Plan for 100,000
                  shares of the Company's Common Stock. The option granted under
                  this Paragraph (i) shall become exercisable in three equal
                  installments on the date of grant, 31 March 2004, and 31 March
                  2005, provided that the Employee's Employment continues until
                  the date in question.

         (ii)     Second 2003 Grant. On or promptly after the Effective Date,
                  the Company shall grant the Employee a stock option under the
                  2003 Headwaters Incorporated Stock Incentive Plan for 75,000
                  shares of the Company's Common Stock. The option granted under
                  this Paragraph (ii) shall become exercisable in three equal
                  installments on 31 March 2004, 31 March 2005, and 31 March
                  2006, provided that the Employee's Employment continues until
                  the date in question.

         (iii)    April 2004 Grant. Subject to availability under the 2003
                  Headwaters Incorporated Stock Incentive Plan or such other
                  stock incentive plan of the Company approved by the
                  stockholders, on or promptly after 24 April 2004, the Company
                  shall grant the Employee a stock option for 75,000 shares of
                  the Company's Common Stock. The option granted under this
                  Paragraph (iii) shall become exercisable in three equal
                  installments on 31 March 2005, 31 March 2006, and 31 March
                  2007, provided that the Employee's Employment continues until
                  the date in question.

         All other terms of Employment Agreement remain unchanged.


                           [Signatures on next page.]



         IN WITNESS WHEREOF, BOTH OF THE PARTIES HAVE EXECUTED THIS Amendment,
in the case of the Company by its duly authorized officer, as of the day and
year first above written.



/s/ Kirk A. Benson
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Kirk A. Benson


Headwaters Incorporated



By: /s/ James A. Herickhoff
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Title: Chairman, Compensation Committee