Exhibit 10-j

                         Amendment 1 to
                  Incentive Compensation Plan

     This Amendment 1 to Incentive Compensation Plan is made and
adopted by the Board of Directors of KLT Inc. (the "Corporation")
as of November 16, 2000, but shall be effective as of March 14,
2000 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 as
of March 14, 2000 (the "Plan"), and

     Whereas, the scope of the Plan included KLT Investments Inc.
("Investments"), a wholly-owned subsidiary of the Corporation as
a defined Affiliate, and

     Whereas, the nature and circumstances of, and the
limitations on, Investments' holdings and business substantially
prevents any increase in value of Investments, and

     Whereas, it is in the interest of the Corporation and
consistent with the overall purpose of the Plan to remove
Investments as a defined Affiliate under the Plan, and

     WHEREAS, it has been brought to the attention of the Board
that Exhibit A to the Plan does not correctly identify all of the
Affiliates of the Corporation, in that certain Affiliates were
omitted or subsumed into other listed Affiliates, and

     WHEREAS, it was and is the Board's intent that all
Affiliates of the Corporation, as defined in this Amendment 1,
whether or not listed on Exhibit A, be within the terms and
conditions of the Plan, and

     Therefore, the Plan is amended as follows:

1.  Section 3.a. of the Plan is amended by inserting the
following at the end of said Section:

     Notwithstanding anything to the contrary in this Plan, KLT
     Investments Inc. ("Investments") shall not be deemed an
     Affiliate of the Corporation.

2.  Exhibits A and B of the Plan are amended and replaced in
their entirety by First Amended Exhibit A and First Amended
Exhibit B, attached hereto and made a part hereof.

3.  Section 3 of the Plan is amended by inserting a new Section
3.h., as follows:

     h.  In the event of a Realization Event respecting the
     Corporation's equity, or a Realization Event respecting the
     equity or assets of one or more Affiliates and Investments,
     the Board, acting through its disinterested members, shall
     allocate to Investments an appropriate amount of the
     consideration received, and such allocated amount shall not
     be considered in determining the Amount Realized, or any
     annual adjustments thereto.  The allocation referenced in
     the preceding sentence shall be subject

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     to the written consent of the Participants holding, in
     aggregate, a majority of the percentage of the Pool then
     allocated under this Plan.  It is the intent and purpose of
     the Corporation to eliminate any impact on Amounts Realized
     and Awards arising from the Corporation's ownership or
     disposition, in whole or in part, of Investments.

4.  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.

5.  This Amendment 1 shall be effective for all purposes from and
after March 14, 2000, 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 1 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                     /s/Christopher J. Pfeiffer
   Gregory J. Orman                        Christopher J. Pfeiffer


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


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