AMENDED AND RESTATED

                PROPRIETARY REAGENT SUPPLY AND LICENSE AGREEMENT



         THIS AMENDED AND RESTATED PROPRIETARY REAGENT SUPPLY AND LICENSE

AGREEMENT (the "Agreement"), is made and entered into as of June 6, 2002 by and

between DTE Smith Branch, LLC, a Delaware limited liability company (the

"Vendee"), and Headwaters Incorporated, a Delaware corporation (the "Vendor").



         WHEREAS Vendor has developed a proprietary reagent to produce synthetic

fuel from waste coal dust, coal, coal fines, and other coal derivatives, and

Vendor is entitled to supply and license the use of the Proprietary Reagent

Material (as defined below) to Vendee.



         WHEREAS Vendee wishes to obtain and Vendor wishes to grant to Vendee a

license for the use of Proprietary Reagent Material to produce synthetic fuel at

Vendee's synthetic fuel manufacturing facilities under the terms and conditions

set forth in this Agreement, and Vendee wishes to obtain and Vendor wishes to

sell the Vendee the Proprietary Reagent Material (as defined below) for use in

the operation of the Vendee's synthetic fuel manufacturing facilities as

identified on the attached Exhibit A.



         WHEREAS Vendor and Vendee entered into a Proprietary Reagent Supply and

License Agreement dated as of March 28, 2002 and the parties wish to amend and

restate their agreement on the terms set forth herein.



         NOW, THEREFORE, in consideration of the foregoing premises, the mutual

covenants and agreements hereinafter set forth, and other good and valuable

consideration, the receipt and sufficiency of which is hereby acknowledged,

Vendor and Vendee each agree as follows:



         Section 1: Definitions



         "Developed Technology" means any inventions, "Improvement," or

technology that Vendor may conceive, make, invent, or suggest in connection with

Vendor's disclosure to Vendee regarding the use of Proprietary Reagent Material

for production of synthetic fuel, all of which the parties hereto acknowledge

and agree constitutes the sole and exclusive property of Vendor.



         "Effective Date" means the date of this Agreement set forth above.



         "Facility" or "Facilities" refers to those synthetic fuel manufacturing

facilities currently located or with plans to relocate to the sites described in

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