EXHIBIT 10.1
                    THE HEARTLAND INCENTIVE COMPENSATION PLAN

     I.   PURPOSE
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     The purpose of The Heartland Incentive Compensation Plan (the "Plan") is to
establish  a  corporate  style  and  environment  that  encourages  and  rewards
performance.  The  intent  of the Plan is to  provide  a  creative  compensation
program which will:  (1) retain  talented and necessary  personnel;  (2) attract
talented and promising personnel; and (3) motivate superior performance.

     The specific objectives of the Plan are:

          A.   To reward individual performance based upon annual objectives;

          B.   To build profit awareness among the employees;

          C.   To meet or exceed the annual  budgeted level of pretax  earnings;
               and

          D.   To build a sense of pride in the long-term results and well-being
               of the Company among employees.

     II.  ELIGIBILITY
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     All  fulltime  employees  of the  Company  and its  subsidiaries  shall  be
eligible to  participate  in the Plan. To  participate in the Plan for any given
quarter,  the Employee  must be a "fulltime"  employee  during the entire fiscal
quarter the Plan is in effect.  Additionally,  the  Employee  must be a fulltime
employee in good standing throughout the next succeeding quarter.  Continuity of
employment is a  prerequisite  for  eligibility in the Plan. For the purposes of
this  Plan,  "employee"  means any  person  employed  in an  executive  or staff
position with the Company.  Other  persons  acting as brokers with the Company's
subsidiaries pursuant to independent contractor agreements may also be eligible.

     The Plan shall be subject to  authorization,  approval and  modification by
the Board of Directors  for each year.  The Board shall have the right to amend,
modify or terminate the Plan at any time and at its sole discretion.

     III. THE BONUS FUND
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     Incentive  plans are designed to  encourage  achievement  of the  Company's
business  goals  by  tying  significant  and  predictable  cash  awards  to  the
realization of those  objectives.  These plans reflect an  appropriate  level of
risk in a participant's total compensation.

     A stated  formula is utilized to determine the aggregate  amount  available
for bonuses.  Stated thresholds are established so that management must attain a
certain level of return on equity before incentive awards can be earned.

     The Bonus Fund shall be in an amount equal to twenty  percent  (20%) of the
pre-tax  profits of the Company when a fifteen  percent (15%) pre-tax  return on
equity has been achieved for the year.  The Bonus Fund will be  calculated  each
fiscal  quarter so that the pre-tax  return on equity of the Company  must equal
15% or more  annually on a  cumulative  basis for the period from the end of the
last fiscal quarter,  in which bonuses were paid, to the current fiscal quarter,
for a bonus to be paid, earned or accrued in any fiscal quarter.  The allocation
of the  Bonus  Fund is to be made by the  Executive  Committee  of the  Board of
Directors  who will meet each fiscal  quarter to  allocate  the Bonus Fund among
eligible  employees in accordance with  performance  standards  established by a
committee  of  management  personnel  approved  by  the  CEO.  For  purposes  of
allocating the Bonus Fund, the employees of the company will be placed in one of
three groups: the executive group, the sales group or the staff group.

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     IV.  ALLOCATION OF BONUS FUND
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     The  Executive  Committee of the Board of Directors  shall meet each fiscal
quarter to allocate the Bonus Fund among eligible  employees in accordance  with
performance standards established by the Board of Directors. For the purposes of
allocating the Bonus Fund, the Employees of the Company will be placed in one of
three groups: the Executive Group, the Sales Group or the Staff Group. The total
Group percentage of the Bonus Fund will be:  Executive Group,  50%; Sales Group,
30%; and the Staff Group, 20%.

     V.   MISCELLANEOUS PROVISIONS
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          A.   In the event an eligible  employee  resigns or is terminated from
               the Company during a quarter or prior to bonus distribution, said
               employee  shall have no right nor be  entitled  to any portion of
               any compensation  earned or due for disbursement  under this Plan
               for said quarter.

               The  right  or  entitlement  to any  paid,  earned,  or  credited
               compensation  under the Plan is personal to said  employee and is
               not transferable.

          B.   Participation  in the Plan by an employee is not to be considered
               as a guarantee of employment  for a specified  period of time. No
               employee nor any of their dependents, creditors, or beneficiaries
               shall  have any right or  interest  in this Plan or in any monies
               accrued  hereunder,  unless  and until  all  legal  requirements,
               whether  relating  to  the  Employee  or  to  their   dependents,
               creditors,  or  beneficiaries,  have  been  complied  with to the
               Company's satisfaction.

          C.   In cases where a  participating  employee is absent from work for
               an extended period of time during which commissions or salary are
               not paid,  this  Plan  may,  at the  option  of the  Company,  be
               considered  inoperative  as to the  Employee  for such  period of
               time,  in whole or in part,  and the final  determination  of any
               amounts to be paid to such  employee  with  respect to  incentive
               compensation for such period of time will be made by the Company.

          D.   The  Company  reserves  the  right  to make  any  adjustments  or
               revisions to commission or salary, incentive compensation, or any
               other matter affecting an employee's employment, with appropriate
               levels of approval consistent with (1) Company policies,  and (2)
               the provisions of this Plan.

          E.   It is the policy of the Company to comply with all laws governing
               its  operations  and to conduct its  affairs in keeping  with the
               highest  legal and ethical  standards,  thereby  maintaining  and
               enhancing its reputation as a responsible  corporate citizen.  In
               business  relations with other persons,  firms, or  corporations,
               Company   employees   are  not  to  give  or   accept   gifts  or
               entertainment,  where the effect might  reasonably be expected to
               prejudice  the  recipients  in favor of the  donor,  or where any
               business  obligations  might be incurred or  reasonably  implied.
               Gifts  which are  motivated  strictly  by an exchange of personal
               courtesies common to generally  accepted and legally  permissible
               business  practice  are  permitted.   Explicitly  prohibited  are
               bribes, kickbacks,  payoffs, or any other method of giving money,
               or gifts of relatively substantial value, or lavish entertainment
               of such a  nature  as to be  reasonably  believed  to be a bribe,
               kickback,   payoff   rebate,   or  payment  for  the  purpose  of
               influencing any person, firm, corporation,  government, including
               a  governmental  agency,  or  governmental  official,  to acquire
               products or services sold by the Company.

          F.   An  employee is  prohibited  from  acceptance  of monies or other
               inducements  to influence  customers  to use others'  products or
               services.

          G.   The Company  reserves the right to cancel,  modify or extend this
               Plan, in whole or in part, at its sole  discretion,  effective as
               to each  employee  affected  thereby upon  written  notice to the
               employee.

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          H.   No  variation  from the Plan an no waiver of any  obligations  or
               requirements  of the  employee  under the Plan shall be effective
               against the Company  unless such  variation or waiver is approved
               in   writing  by  the   President   of  the   Company.   No  oral
               representations,   by  whomever   made,   and  no  other  written
               representations or commitments which deviate from or are contrary
               or additional to the  provisions of the written Plan shall in any
               event be effective  against the Company.  Any waiver or variation
               approved by the Company  pursuant  hereto shall be limited to the
               specific  instance  and to the  employee  identified  in  written
               approval,  and no such waiver or variation shall be considered as
               a  waiver  or  variation  of the  Plan as it  applies  to  future
               instances or as it applies to other employees.

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