Exhibit 10-k

                         Amendment 2 to
                  Incentive Compensation Plan

     This Amendment 2 to Incentive Compensation Plan is made and
adopted by the Board of Directors of KLT Inc. (the
"Corporation"), acting by and through its disinterested
directors, as of January 25, 2001, but shall be effective upon
the obtaining of written consent of the Participants holding, in
aggregate, a majority of the percentage of the Pool heretofore
allocated under the Plan.

     Whereas, the Board of Directors of the Corporation
established and adopted a certain Incentive Compensation Plan
dated as of March 14, 2000, as amended by Amendment 1 dated as of
November 16, 2000 (as so amended, the "Plan"), and

     Whereas, it is in the interest of the Corporation, and
consistent with the overall purpose of the Plan to induce
participants to continue employment with the Corporation, to
further amend the Plan, as set forth below.

     Therefore, the Plan is amended as follows:

1.  Section 5.b. of the Plan is amended by deleting paragraph
(i), inserting the following paragraphs (i) and (ii), and
renumbering existing paragraph (iii) as paragraph (iv):

          (i)       If the Corporation terminates the
               Participant's employment for any reason (including
               but not limited to death or disability) other than
               Cause (as defined below), the Participant will be
               entitled to receive, within 15 days of the end of
               the year in which such termination occurred, a
               lump sum, net of all applicable withholding taxes,
               equal to 50% of the Award remaining in the
               Participant's Incentive Account at the time of
               such termination, as adjusted to reflect the
               proportionate effects of all reductions (but not
               increases) to the Pool, pursuant to Sections 3.c.
               and 3.g., occurring between said time of
               termination and the end of the year in which such
               termination occurred. The Participant shall not be
               entitled to any other portion of the Award
               remaining in the Participant's Incentive Account.

          (ii)      If the Participant terminates employment, or
               is terminated for Cause, the Participant shall
               forfeit all of the Award remaining in the
               Participant's Incentive Account at the time of
               such termination.  The Corporation may, in its
               sole discretion, elect to waive the forfeiture
               requirement of this paragraph respecting a portion
               (but not more than 50%) of such Award if a
               Participant terminates employment; in such event,
               payment of such portion shall be made in
               accordance with the preceding paragraph.

2.  Except as expressly amended above, the terms and conditions
of the Plan remain in full force and effect.  All capitalized
terms not defined herein shall have the meaning ascribed to them
in the Plan.

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3.  This Amendment 2 shall be effective for all purposes from and
after January 25, 2001, upon the obtaining of written consent of
the Participants holding, in aggregate, a majority of the
percentage of the Pool heretofore allocated under the Plan.

     In witness whereof, the Corporation has executed this
Amendment 2 as of the date first above written.


                         KLT Inc., a Missouri corporation

                         By: /s/Gregory J. Orman
                              Gregory J. Orman, Chief Executive
                              Officer and President

Attest:

/s/Mark G. English
Corporate Secretary

Consented and agreed to by the Participants holding, in
aggregate, a
majority of the percentage of the Pool heretofore allocated under
the Plan.


/s/Gregory J. Orman             _________________________
Gregory J. Orman                Christopher J. Pfeiffer


____________________________    /s/Mark R. Schroeder
P. J. Schliesman                   Mark R. Schroeder


____________________________    /s/Mark G. English
Frank R. Clark                     Mark G. English


/s/Bruce B. Selkirk             /s/Andrew V. Johnson
Bruce B. Selkirk, III              Andrew V. Johnson


/s/James A. Mitchell            /s/Charles W. Schellhorn
James A. Mitchell                  Charles W. Schellhorn