Exhibit 10-l

                          KLT Gas Inc.

                      Compensation Program

                   Effective January 1, 2001

1.  PURPOSE

The Compensation Program (the "Program") of KLT Gas Inc. (the
"Company") is designed to fairly compensate employees for
individual and Company performance, and to align employee
compensation with the goal of increased shareholder value.

2.  ADMINISTRATION

The Program shall be administered by KLT Inc., as sole
shareholder and designated director of the Company (the
"Director"), acting through its President.  The Director may
establish such rules and regulations, and take such actions and
determinations, as it deems necessary or advisable for the
administration of the Program.  Such rules, regulations, actions
and determinations shall be final, binding and conclusive for all
purposes and on all affected persons.

3.  ELEMENTS OF COMPENSATION

The compensation of employees of the Company is comprised of four
elements: (a) base salary; (b) fringe benefits; (c) discretionary
bonuses; and (d) incentive compensation based on a Value Creation
Plan.  These three elements are described below.

4.  BASE SALARY, BENEFITS AND DISCRETIONARY BONUSES

An employee's base salary is set by the Director from time to
time in its sole discretion.  Employees shall be entitled to
participate in all benefit programs that the Company establishes
and makes available to its employees, if any, to the extent that
such employee's position, tenure, salary, age, health and other
qualifications make him or her eligible to participate.

Employees are also eligible for bonuses, in the sole discretion
of the Director, based upon the achievement of Company
operational and financial goals and objectives and mutually-
agreed individual goals.  However, employees are not guaranteed,
and have no right to, such bonuses.

5.  VALUE CREATION PLAN

     a.  The Value Creation Plan (the "Plan") described in this
Section 5 is part of the Program.  The Plan is designed to
provide incentive compensation to employees only with respect to
the increase in value of the Company's investments in direct and
indirect affiliates, as that term is defined in Rule 12b-2 under
the Securities Exchange Act of 1934, in which the Company's
employees have a management or director role (each an "Affiliate"
and collective the "Affiliates").  The Affiliates of the Company
as of January 1, 2001, are listed on EXHIBIT A.  The Director
shall have the discretion of amending EXHIBIT A from time to time
to reflect

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additions and deletions of the Company's Affiliates included in
the Plan.  The Director may, in its sole discretion, determine
that disposition of certain properties or other assets of the
Company should be treated, for purposes only of this Plan, as
dispositions of Affiliates.  Such properties or other assets, if
any, shall be reflected on EXHIBIT A, as it may be amended from
time to time.

     b.  The Director, after taking into account the
recommendations of the Company management, shall establish a
baseline value (the ABaseline@) for the equity ownership by the
Company with respect to each Affiliate included in the Plan.  The
Baseline for Affiliates existing at the time of initial adoption
of the Plan shall be based on the current fair market value, on a
pre-tax basis, established by the Director in its sole good faith
opinion, and is set forth on EXHIBIT A.  The Baseline for
Affiliates included subsequent to the Plan=s initial adoption
shall be the amount of the Company's capital investment in such
Affiliates (for purposes of this Plan, capital investment means
and shall be limited to equity investment).  The Baseline of each
Affiliate shall be increased by the amount of additional capital
investments in such Affiliate by the Company and decreased by the
amount of distributions from such Affiliate to the Company.

     c.  The aggregate amount available to be distributed to
employees (the APool@) shall be 2.625% percent of the difference
between (i) the Amount Realized (as defined below) on each
Affiliate or Company, as the case may be, and (ii) the sum of the
Baseline for such Affiliate or Company, as the case may be, and
an amount equal to a 10% annual pre-tax return on such Baseline
(such Baseline shall be computed, as to Affiliates existing as of
the date of initial adoption of the Plan, from the date of such
adoption, and, as to Affiliates included subsequent to the Plan's
initial adoption, from the date of such subsequent inclusion.
The Baseline for the Company shall be the sum of the Baselines of
its Affiliates).  If the amount calculated pursuant to clause
5.c.(i) is less than the amount calculated pursuant to clause
5.c.(ii), then the Pool shall be reduced by an amount equal to
2.625% percent of such difference and the amounts in the
employees' Incentive Accounts shall be accordingly adjusted to
reflect this reduction in the Pool.

     d.  Except as otherwise provided herein, no distributions
shall be due or payable under the Plan until and unless the
aggregate Amount Realized on the Affiliates or Company is, at the
time of such distributions, at least $30 million (the
"Threshold").  The Threshold only determines when and if
distributions are payable; distributions shall be otherwise
payable on all Amounts Realized.

     e.  The Amount Realized for each Affiliate or Company will
be determined upon the occurrence of a Realization Event.  A
Realization Event shall be deemed to occur upon the earliest to
occur of the following events:

          (i)  an initial public offering (an AIPO@) of common
               stock of the Company or an Affiliate;
          (ii)      the sale of twenty percent (20%) or more of
               the fully diluted capital stock or other equity
               securities in the Company or an Affiliate;
          (iii)     a merger or consolidation of the Company or
               an Affiliate in which the Company is not the
               survivor or the controlling shareholder of the
               resulting entity;
          (iv) a sale, disposition or other transfer of all or
               substantially all of the assets


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               of the Company or an Affiliate; and
           (v)      a liquidation or dissolution of the Company
               or an Affiliate.

     f.  The Amount Realized in events (i) through (v), above,
shall be the fair market value on a pre-tax basis (the AFMV@) of
the Company or the Company's investment in the affected
Affiliate, as applicable, based upon the IPO price or the
consideration received in the Realization Event, less all
applicable costs and expenses associated with the event
(including but not limited to engineering, accounting and
auditing, legal, broker and hedge costs) as determined in the
sole judgment of the Director.

     g.  If, after a Realization Event occurs with respect to a
particular Affiliate, the Company retains a direct or indirect
ownership interest in such Affiliate and all distributions
relating to the Realization Event have not been paid due to
distribution payment limitations set forth below, then the Amount
Realized with respect to such Realization Event shall be annually
adjusted to reflect any further accretion or dilution to the FMV
realized by the Company in such Affiliate.  Nothing in paragraphs
5.c. or 5.g. shall be deemed to require employees to repay to the
Company any distributions previously received on account of such
Realization Event.

     h.  The Director, acting in its sole discretion after taking
into account the recommendations of the Company's President shall
determine the allocation of the Pool (including but not limited
to specific allocations of Amounts Realized) among the employees
of the Company (the "Awards", and each employee receiving an
Award is a "Participant") and any reallocation of any amounts in
any employee's Incentive Account that are not paid as a result of
the termination of such employee's employment with the Company
(or other applicable events) pursuant to the provisions hereof.
An Award shall be subject to all terms and conditions of this
Plan, and shall, if the employee is not a party to a separate
written employment agreement or other agreement containing a
noncompetition or nondisclosure covenant, be conditioned upon the
Participant executing and delivering a noncompetition or
nondisclosure agreement, at the Director's option, in
substantially the form attached hereto as EXHIBIT B.

     i.  A notional account ("Incentive Account") shall be
established and maintained for each employee receiving Awards
under the Plan, showing the Awards granted, the portion of the
value or Amounts Realized as allocated to the employee (whether
specified as a specific determinable dollar amount or as a
percentage of the Pool), any adjustments thereto pursuant to the
terms of the Plan, and the payments made under the Plan to such
employee.  It is specifically contemplated that adjustments to
the Pool, and the corresponding amounts allocated to employee's
Incentive Accounts, may be either positive or negative, as
calculated pursuant to Section 5.c. for each Realization Event,
and that as a result the Pool and the employees' Incentive
Accounts may be either positive or negative.

     j.  Except as otherwise provided herein, payments shall be
made to each employee so long as the employee has a positive
amount in his or her respective Incentive Account and the
Threshold has been satisfied, both as of the end of a calendar
year.  In such event, a sum equal to 50% of the positive year-end
amount in each Participant=s Incentive Account shall be paid
within 15 days of the end of such year, net of all applicable
withholding taxes.


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k.  Allocations and payments under the Plan and related
determinations shall be made in the same manner as contemplated
in the examples set forth in EXHIBIT C attached hereto.


6.  EFFECT OF TERMINATION OF EMPLOYMENT.

     a.  Nothing in this Program (including but not limited to
the Plan) shall be construed to:

          (i)  Give any employee any right to be awarded a
               discretionary bonus or an Award, other than in the
               sole discretion of the Director;

          (ii)      Give an employee any right whatsoever with
               respect to any equity interest in the Company or
               any of its Affiliates;

          (iii)     Limit in any way the right of the Company to
               terminate an employee's employment with the
               Company at any time (subject, however, to any
               separate written employment agreement between the
               employee and the Company); or

          (iv)      Be evidence of any agreement or
               understanding, express or implied, that the
               Company will employ an employee in any particular
               position or at any particular rate of remuneration
               or for any particular period of time (subject,
               however, to any separate written employment
               agreement between the employee and the Company).

     b.  Except as may otherwise be provided in a separate
written employment agreement between the employee and the
Company, termination of an employee's employment with the Company
shall have the following effect on the employee's Award:

          (i)       If the Company terminates the employee's
               employment for any reason (including but not
               limited to death or disability) other than Cause
               (as defined below), the employee will be entitled
               to receive, within 30 days of termination of
               employment, a lump sum equal to 50% of the Award
               remaining in the employee's Incentive Account at
               the time of such termination, net of all
               applicable withholding taxes. The employee shall
               not be entitled to any other portion of the Award
               remaining in the employee's Incentive Account.

          (ii)      If the employee terminates employment, or is
               terminated for Cause, the employee shall forfeit
               all of the Award remaining in the employee's
               Incentive Account at the time of such termination.

          (iii)     ACause@ is defined as:

               (a)       Dishonesty of the employee with respect
                    to the Company;


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               (b)       Willful misfeasance or nonfeasance of
                    duty intended to injure or having the effect
                    of injuring the reputation, business or
                    business relationships of the Company or its
                    respective officers, directors or employees;

               (c)       Upon a charge by a governmental entity
                    against the employee of any crime involving
                    moral turpitude or which could reflect
                    unfavorably upon the Company or upon the
                    filing of any civil action involving a charge
                    of embezzlement, theft, fraud, or other
                    similar act;

               (d)       Willful or prolonged absence from work
                    by the employee (other than by reason of
                    disability due to physical or mental illness)
                    or failure, neglect or refusal by the
                    employee to perform his duties and
                    responsibilities without the same being
                    corrected upon ten (10) days prior written
                    notice;

               (e)       Breach by the employee of any of the
                    covenants contained in EXHIBIT B, or
                    termination by the Company of the employee
                    for Acause@ under an applicable separate
                    written employment agreement; or

               (f)       Failure by the employee to materially
                    meet agreed-upon performance standards.

7.  GENERAL TERMS AND CONDITIONS

     a.  NON-ALIENATION.  No Award or any other rights under this
Program shall be subject to alienation, sale, assignment, pledge,
encumbrance, or charge, and any attempt to alienate, sell,
assign, pledge, encumber, or charge the same shall be void.  No
Award hereunder shall in any manner be liable for or subject to
the debts, contracts, liabilities, or torts of the person awarded
such Award.  If any employee hereunder should become bankrupt or
attempt to alienate, sell, assign, pledge, encumber, or charge
any Award hereunder, then such Award shall, in the discretion of
the Director, cease.

     b.  TERMINATION OR AMENDMENT OF PROGRAM.  Unless otherwise
amended or terminated as provided in this paragraph, this
Program, including but not limited to the Plan, shall terminate
as of December 31, 2004, and all amounts then remaining in
Incentive Accounts shall be paid within 15 days of such
termination, net of all applicable withholding taxes.  The
Director may terminate or amend this Program, including but not
limited to the Plan, in whole or in part, at any time in its sole
discretion, subject to the limitations contained in the next
sentence. Notwithstanding the preceding sentence, (i) any Award
which is payable (that is, the Threshold had been reached) upon
the termination of the Plan shall nevertheless be paid in
accordance with the terms of the Plan (however, no Realization
Events occurring after such termination shall be recognized for
determining the amount of such Award), and (ii) any Awards
payable (that is, the Threshold had been reached) at the time the
Director amends the Plan shall nevertheless be


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payable accordance with the terms of the Plan in effect prior to
such amendment.

     c.  CAPTIONS.  The captions of any section or subsection of
this Program have been inserted for convenience and reference
only and are to be ignored in the construction of the provisions
hereof.

     d.  EXECUTION OF NECESSARY DOCUMENTS.  All persons claiming
any interest whatsoever under this Program agree to perform any
and all acts and execute any and all documents and papers which
may be necessary or desirable for the carrying out of this
Program or any of its elements or provisions.

     e.  NOTICE.  Any notice required or permitted hereunder
shall be given in writing and shall be deemed effectively given
upon personal delivery or upon deposit in the United States Post
Office, by registered or certified mail with postage and fees
prepaid, addressed to Participant at his address shown on the
Company=s employment records and to the Company at the address of
its principal corporate offices (attention: President) or at such
other address as such party may designate by ten days= advance
written notice to the other party hereto.

     f.  CHOICE OF LAW.  This Program and all documents
associated therewith shall be construed, interpreted and enforced
in accordance with the laws of the State of Kansas, without
giving effect to that State=s conflict of laws provisions.

     g.  VENUE.  All actions or proceedings with respect to this
Program or any documents associated therewith shall be instituted
only in any state or federal court sitting in Johnson County,
Kansas, and by execution of this Program and the acceptance of
discretionary bonuses or Awards, the Company and the affected
employee irrevocably and unconditionally subject to the
jurisdiction (both subject matter and personal) of each such
court and irrevocably and unconditionally waive: (a) any
objection that the parties might now or hereafter have to the
venue of any of such court; and (b) any claim that any action or
proceeding brought in any such court has been brought in an
inconvenient forum.

     h.  NO WAIVER.  No delay or omission by the Company in
exercising any right under this Program shall operate as a waiver
of that or any other right.  A waiver or consent given by the
Company on any one occasion shall be effective only in that
instance and shall not be construed as a bar or waiver of any
right on any other occasion.

     i.  EFFECT OF INVALIDITY.  In case any provision of this
Program shall be invalid, illegal or otherwise unenforceable, the
validity, legality and enforceability of the remaining provisions
shall in no way be affected or impaired thereby.

     j.  TERMINATION OF ALL OTHER INCENTIVE PLANS.  This Program
supersedes and replaces all other existing compensation, bonus
and incentive plans or programs of the Company as of January 1,
2001.  All such plans or programs, including but not limited to
that certain Annual Incentive Plan adopted by the Director on or
about April 12,2000, are hereby terminated and of no further
effect.  Notwithstanding the foregoing, nothing herein shall
affect the incentive awards made to certain employees as
reflected in certain letters issued by the Company to such


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employees on or about October 24, 2000.

     k.  APPLICATION TO EMPLOYEES OF AFFILIATES.  From time to
time, employees of KLT Inc. or other affiliates of the Company
("Affiliate Employees") may, as officers or agents of the
Company, provide services to the Company.  The Director, in its
sole discretion, may grant Awards to such Affiliate Employees
pursuant to the terms of the Plan; provided that in such
situation, references to the "Company" (i) in Sections 6.a.(iii),
6.a.(iv), 6.b., 6.b.(i) and 6.b.(iii)(e) shall refer to the
Company affiliate employing the Affiliate Employee, and (ii) in
Sections 6.b.(iii)(a) through (c) shall refer to either the
Company or the Company affiliate employing the Affiliate
Employee, or both.

     In witness whereof, the Company has executed this Program as
of the date first above written.


               KLT GAS INC., a Missouri corporation

               By:  /s/Bruce B. Selkirk