EXHIBIT 99.2
HEADWATERS
INCORPORATED
10653 South River Front Parkway,
Suite 300
South Jordan, Utah
84095
Offer to
Exchange
A new series of 2
7
/ 8 % Convertible Senior Subordinated
Notes due 2016
and an Exchange
Fee
for all
outstanding
2 7 / 8 % Convertible Senior Subordinated
Notes due 2016
(CUSIP Nos. 42210PAA0 and
42210PAB8)
Pursuant to, and subject to the
terms and conditions described in, the prospectus
dated
,
2007 and related letter of transmittal
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THE EXCHANGE OFFER AND WITHDRAWAL
RIGHTS WILL EXPIRE AT MIDNIGHT,
NEW YORK CITY TIME, ON
,
2007, UNLESS EARLIER TERMINATED OR EXTENDED.
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,
2007
To Brokers, Dealers, Commercial
Banks,
Trust Companies and other
Nominees:
We are offering to exchange $1,000
principal amount of a new series of our 2 7 / 8
% Convertible Senior
Subordinated Notes due 2016 ( the “New Securities”) and
an exchange fee of $2.50 for each $1,000 principal amount of
validly tendered and accepted 2 7 / 8 % Convertible Senior Subordinated
Notes due 2016 (the “Old