Exhibit 10.1 - Acquisition Agreement

                              ACQUISITION AGREEMENT

       Acquisition Agreement, made this 17th day of November, 2004 among:

                                 HEARTLAND, INC.
                               25 Mound Park Drive
                             Springboro, Ohio 45066

                             a Maryland corporation

                                                          ("Buyer")

                                       and

                             OHIO MULCH SUPPLY, INC.
                              2140 Advanced Avenue
                              Columbus, Ohio 43207

                               an Ohio corporation
                                                          (the "Company")

                                       and

                                JAMES A. WEBER II

                                                          (the "Seller")

     WHEREAS;

A.   Buyer, directly and through one or more subsidiaries,  intends to engage in
     the business of producing, marketing and selling fertilizer including mulch
     throughout the United States.

B.   Company, is engaged in the production and sales of mulch.

C.   The parties  hereto deem it to be in the best interest of each of them that
     Buyer purchase 100 percent of the issued and  outstanding  capital stock of
     the Company,  and  generally  succeed to the  business of the Company,  all
     pursuant to such terms,  provisions  and  conditions as the parties  hereto
     shall agree.

     NOW, THEREFORE,  WITNESSETH,  that for and in consideration of the premises
and of the mutual  promises and  covenants  hereinafter  set forth,  the parties
hereto agree as follows:

A. PURCHASE AND PAYMENT

     1. Purchase and Sale of Stock.

          1.1  Buyer agrees to purchase  from Seller and Seller  agrees to sell,
               assign,  transfer  and deliver to Buyer 100 percent of the issued
               and outstanding  stock of the Company owned by Seller  consisting
               of 600 shares of common stock, 0.01 par value (collectively,  the
               "Stock").  Buyer  agrees to  assume  the  responsibility  for all
               existing lines of credit  currently issued to the Company so that
               Seller is relieved of all personal liability thereunder.

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          1.2  Payment by Buyer to Seller of the  Purchase  Price (as defined in
               Section  2  below)  for the  Stock , and  the  sale,  assignment,
               transfer and delivery of the Stock by Seller to Buyer, shall take
               place on the  Closing  Date at the  Closing  as those  terms  are
               hereinafter defined, subject to the fulfillment of the conditions
               hereinafter provided.

     2. Purchase Price.

          2.1  The aggregate  purchase price of the Stock (the "Purchase Price")
               is one  million  (1,000,000)  shares of the  common  stock of the
               Buyer (the "Purchase Shares"), subject to adjustments as noted in
               2.2 below, plus Four Million ($4,000,000.00) US Dollars.

          2.2  Buyer hereby  agrees that the one million  (1,000,000)  shares in
               the Purchase Price is based on a price of Four ($4.00) US Dollars
               per share. On the one year  anniversary from the Closing Date, in
               the event that the average  asking price for the Purchase  Shares
               for the  prior 45 days  from the one year  anniversary  date (the
               "Average  Price")  is less  than  Four  Million  ($4,000,000)  US
               Dollars,  then the Seller shall be entitled to additional shares,
               the  number  of  which  shall  be four  million  ($4,000,000)  US
               Dollars,  less the Average  Price,  divided by the Average Price,
               multiplied by one million.

B. REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby warrants and represents to Company and Sellers that, as of the date
hereof, the following statements are true and correct:

     1. Corporate Existence; Authority.

          The Buyer is a corporation  duly  organized,  validly  existing and in
     good  standing  under  the  laws of the  State  of  Maryland,  and has full
     corporate  power and  authority to enter into this  Agreement and the other
     agreements   contemplated  by  this  Agreement  to  which  it  is  a  party
     (collectively with this Agreement,  the "Buyer  Agreements") and to perform
     its obligations hereunder and thereunder.

     2.   Corporate Approval

          The Buyer will obtain  prior to closing all  necessary  authorizations
     and approvals from its Board of Directors and stockholders required for the
     execution and delivery of the Buyer  Agreements,  the  consummation  of the
     transactions contemplated hereby and the issuance of the Purchase Shares.

     3. Non-Contravention.

          The  execution and delivery by the Buyer of the Buyer  Agreements  and
     the consummation by the Buyer of the transactions  contemplated  hereby and
     thereby  will  not (a)  violate  or  conflict  with any  provisions  of the
     Certificate of  Incorporation  (or similar charter  document) or By-Laws of
     the Buyer, each as amended to date; or (b) constitute a violation of, or be
     in conflict with,  constitute or create a default  under,  or result in the
     creation or imposition of any lien upon any property of the Buyer  pursuant
     to (i) any  agreement  or  instrument  to which  the Buyer is a party or by
     which the Buyer or any of its  properties is bound or to which the Buyer or
     any of its properties is subject,  or (ii) any statute,  judgment,  decree,
     order,  regulation or rule of any court or governmental  authority to which
     the Buyer is subject.

     4. Government Consents.

          No  consent,   approval   or   authorization   of,  or   registration,
     qualification  or filing  with,  any  governmental  agency or  authority is
     required  for  the  execution  and  delivery  by the  Buyer  of  the  Buyer
     Agreements  or for  the  consummation  by  the  Buyer  of the  transactions
     contemplated hereby or thereby.

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     5. Capital Structure.

          The  authorized  capital  of the  Buyer  consists  of (i) one  hundred
     million  (100,000,000) shares of common stock, fourteen million one hundred
     sixty four thousand one hundred six (14,164,106) shares of which are issued
     and  outstanding on the date hereof,  exclusive of the Purchase  Shares and
     (ii) five million  (5,000,000) shares of preferred stock, none of which are
     issued  and  outstanding  on the  date  hereof.  Additionally,  on the date
     hereof,  there are three hundred forty eight thousand ($348,000) dollars of
     outstanding  convertible  notes  convertible at one dollar to three hundred
     forty eight (348,000) shares of the Buyer's common stock. Upon the Closing,
     the  Purchase  Shares  will be issued  and  outstanding,  fully  paid,  and
     non-assessable,  twenty-five  percent of which shall be freely transferable
     on the  Closing  Date and  seventy-five  percent  of which  shall be freely
     transferable  on the one-year  anniversary of the Closing Date.  Except for
     the Purchase Shares, and the outstanding convertible notes described above,
     there are no  commitments  for the  purchase  or sale of,  and no  options,
     warrants or other rights to subscribe for or purchase any securities of the
     Buyer.

     6. Litigation.

          The Buyer is not a party to any pending or to its knowledge threatened
     suit, action, proceeding,  prosecution or litigation which might materially
     adversely affect the financial  condition,  business,  assets,  properties,
     certificates,  rights,  authorities,  franchises or  authorizations  of the
     Buyer, or materially interfere therewith, nor to the knowledge of the Buyer
     is there any threatened or pending governmental investigation involving the
     Buyer  or  any  of  its  operations,   including  inquiries,  citations  or
     complaints by any federal,  state or local  administration or agency, which
     would materially adversely affect the financial condition, business, assets
     or  properties  of the Buyer;  and there are no  outstanding,  existing  or
     pending judgments,  orders, decrees, rulings,  directives,  stipulations or
     other mandates of any court or any public or quasi-public  agency,  body or
     official  which have been in any way  violated  as they relate to or affect
     the Buyer or any of the Buyer's properties, businesses, operations, affairs
     or activities.

     7. Tax Returns.

          All returns for federal,  state and other  governmental  income taxes,
     surtaxes,  excess profits taxes, franchise taxes, sales and use taxes, real
     and personal property taxes and any and all other taxes to which the Buyer,
     or its  assets,  operations  or income may be  subject,  due as of the date
     hereof, have been duly prepared and filed in good faith and all taxes shown
     thereon have been paid or are accrued on the books of the Buyer.

     8. Compliance with Law.

          To the best of the Buyer's  knowledge,  the Buyer has  complied in all
     material  respects with and is in compliance in all material  respects with
     all  laws,   statutes,   governmental   regulations  and  all  judicial  or
     administrative tribunal orders, judgments,  writs, injunctions,  decrees or
     similar  commands  applicable  to  the  Buyer  or  any  of  its  properties
     (including,  without limitation,  any labor, occupational health, zoning or
     other law,  regulation or  ordinance).  The Buyer has not  committed,  been
     charged with, or been under  investigation  with respect to, nor does there
     exist, any violation of any provision of any federal, state or local law or
     administrative regulation in respect of the Buyer or any of its properties.

     9. Infringements.

          The Buyer has never been charged with infringement or violation of any
     adversely  held patent,  trademark,  trade name, or copyright,  with claims
     reading on operations  of the Buyer or on apparatus or methods  employed by
     the Buyer in effecting the same, which would materially adversely affect

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     any operation of the Buyer, nor is the Buyer using or in any way making use
     of any confidential information or trade secrets, of any former employer or
     any  present  or past  employee  of the  Buyer  except  as a result  of the
     acquisition of the business of such former employer.

     10. Truth of Representation.

          No representation by the Buyer made in this Agreement and no statement
     made in any  certificate  or  schedule  furnished  in  connection  with the
     transaction  herein  contemplated  contains or will  contain any  knowingly
     untrue  statement  of a material  fact or  knowingly  omits or will omit to
     state  any   material   fact   reasonably   necessary   to  make  any  such
     representation  or any  such  statement  not  misleading  to a  prospective
     purchaser of the Stock.

C. REPRESENTATIONS AND WARRANTIES OF SELLERS AND THE COMPANY

     Seller and the Company  hereby  warrant and  represent to Buyer that, as of
the date hereof, the following statements are true and correct.

     1. Corporate Existence; Authority.

          The Company is a corporation  duly organized,  validly existing and in
     good standing  under the laws of the State of Ohio,  and has full corporate
     power and authority to enter into this  Agreement  and the other  agreement
     contemplated  by this Agreement to which it is a party  (collectively  with
     this Agreement,  the "Company  Agreements")  and to perform its obligations
     hereunder and thereunder.

     2.   Corporate Approval

          The Company will obtain all  necessary  authorizations  and  approvals
     from its Board of Directors and stockholders required for the execution and
     delivery  of  the  Company  Agreements  to  which  it is a  party  and  the
     consummation of the transactions contemplated hereby prior to closing.

     3.   Non-Contravention

          The  execution  and delivery by the Company of the Company  Agreements
     and the consummation by the Company of the transactions contemplated hereby
     and thereby  will not (a) violate or conflict  with any  provisions  of the
     Certificate of Incorporation or By-Laws of the Company,  each as amended to
     date; or (b) constitute a violation of, or be in conflict with,  constitute
     or create a default  under,  or result in the creation or imposition of any
     lien upon any  property of the Company  pursuant  to (i) any  agreement  or
     instrument  to which the  Company is a party or by which the Company or any
     of its properties is bound or to which the Company or any of its properties
     is subject, or (ii) any statute,  judgment,  decree,  order,  regulation or
     rule of any  court or  governmental  authority  to  which  the  Company  is
     subject.

     4.   Government Consents

          No  consent,   approval   or   authorization   of,  or   registration,
     qualification  or filing  with,  any  governmental  agency or  authority is
     required for the  execution  and delivery by the Company of this  Agreement
     and the  other  Acquisition  Agreements  to  which it is a party or for the
     consummation  by the  Company of the  transactions  contemplated  hereby or
     thereby.

     5. Capital Structure.

          The  authorized  capital of the Company  consists of six hundred (600)
     shares of common stock, six hundred (600) shares of which are issued and

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     outstanding on the date hereof.  There are no commitments  for the purchase
     or sale of, and no options,  warrants or other rights to  subscribe  for or
     purchase, any securities of the Company.

     6. Litigation.

          The  Company  is not a  party  to  any  pending  or to  its  knowledge
     threatened suit, action, proceeding,  prosecution or litigation which might
     materially  adversely  affect the financial  condition,  business,  assets,
     properties, certificates, rights, authorities, franchises or authorizations
     of the Company, or materially interfere therewith,  nor to the knowledge of
     the Company is there any threatened or pending  governmental  investigation
     involving  the  Company  or  any of its  operations,  including  inquiries,
     citations or complaints by any federal,  state or local  administration  or
     agency,  which would materially  adversely affect the financial  condition,
     business,   assets  or  properties  of  the  Company;   and  there  are  no
     outstanding,  existing  or pending  judgments,  orders,  decrees,  rulings,
     directives,  stipulations  or other  mandates of any court or any public or
     quasi-public  agency,  body or official which have been in any way violated
     as they relate to or affect the Company or any of the Company's properties,
     businesses, operations, affairs or activities.

     7. Tax Returns.

          All returns for federal,  state and other  governmental  income taxes,
     surtaxes,  excess profits taxes, franchise taxes, sales and use taxes, real
     and  personal  property  taxes  and any and all  other  taxes to which  the
     Company, or its assets,  operations or income may be subject, due as of the
     date hereof,  have been duly prepared and filed in good faith and all taxes
     shown thereon have been paid or are accrued on the books of the Company.

     8. Compliance with Law.

          To the best of the  Company's  knowledge,  the Company has complied in
     all material  respects with and is in  compliance in all material  respects
     with all laws,  statutes,  governmental  regulations  and all  judicial  or
     administrative tribunal orders, judgments,  writs, injunctions,  decrees or
     similar  commands  applicable  to the  Company  or  any  of its  properties
     (including,  without limitation,  any labor, occupational health, zoning or
     other law,  regulation or ordinance).  The Company has not committed,  been
     charged with, or been under  investigation  with respect to, nor does there
     exist, any violation of any provision of any federal, state or local law or
     administrative  regulation  in  respect  of  the  Company  or  any  of  its
     properties.

     9. Infringements.

          The Company has never been charged with  infringement  or violation of
     any adversely held patent, trademark, trade name, or copyright, with claims
     reading on operations of the Company or on apparatus or methods employed by
     the Company in effecting the same, which would materially  adversely affect
     any operation of the Company, nor is the Company using or in any way making
     use of  any  confidential  information  or  trade  secrets,  of any  former
     employer or any present or past employee of the Company  except as a result
     of the acquisition of the business of such former employer.

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     10. Financial Statements.

          At or prior to the date of this  Agreement,  the Company has delivered
     to Buyer internal  financial  statements as of September 30, 2004, and said
     internal financial statements,  including the related notes and explanatory
     notes,  present  fairly the  financial  position of the Company at the date
     thereof  and  the  results  of  its  operations  for  the  periods  therein
     indicated,  in conformity  with generally  accepted  accounting  principals
     applied on a basis consistent in each case with that of the preceding year.
     From the date of the most recent reviewed  internal  balance sheet included
     in the Company's financials, the Company has:

          (i)  Not  suffered  any  material  adverse  change  in  its  financial
               condition, assets, liabilities or business;

          (ii) Not  affirmatively  waived,  canceled or  compromised  any of its
               rights, debts or claims of substantial value;

          (iii)Not made any distribution to its  shareholders,  as shareholders,
               of any  assets,  by way  of  dividends,  purchase  of  shares  or
               otherwise, except as disclosed hereto;

          (iv) Not mortgaged, pledged or granted a lien or encumbrance on any of
               its  properties  or assets,  except  with  respect  to  equipment
               purchased by the Company during such period;

          (v)  Not  sold  or  transferred   any  of  its  assets,   tangible  or
               intangible,  except motor vehicles and except inventory and other
               assets sold or disposed of in the  ordinary  and usual  course of
               business;

          (vi) Not  incurred  any  extraordinary  losses,  within the meaning of
               generally  accepted  accounting  principles,  and/or  incurred or
               become liable for any  obligations or liabilities  except current
               liabilities,  within the meaning of generally accepted accounting
               principles,   incurred  in  the  ordinary  and  usual  course  of
               business,  or made any  extraordinary  expenditures,  within  the
               meaning of generally accepted accounting  principles,  other than
               for  the  purchase  of  motor  vehicles  and  for  additions  and
               betterments to existing plant, equipment and facilities;

          (vii)Not increased the rate of compensation for any of its officers or
               directors  nor for any executive  employees,  except as may be in
               accord with past  practices and in the usual and ordinary  course
               of business of the Company;

          (viii) Not  experienced  any material  adverse effect on its business,
               properties  and  assets as the  result  of any  fire,  explosion,
               earthquake, flood, drought, windstorm, accident, strike, embargo,
               confiscation   of  vital   equipment,   material  or   inventory,
               cancellation of contracts by any domestic or foreign  government,
               or any agency  thereof,  or customer  whose  business with seller
               represents 5% or more of sellers gross revenue,  riot, activities
               of armed forces, or acts of God or the public enemy;

          (ix) To  the  best   knowledge  of  Sellers,   has  not  incurred  any
               liabilities,  contingent or otherwise, except those stated in the
               balance sheet of the Company as of November 30, 2004, and current
               liabilities incurred in the ordinary and usual course of business
               since the date of the said balance sheet.

     11. Ownership of Stock.

          All of the  issued  and  outstanding  shares of  capital  stock of the
     Company  are owned by James A. Weber II.  Seller  owns 600 shares of common
     stock, 0.01 par value  beneficially and of record.  Seller holds such stock
     free and clear of all liens, claims,  debts,  encumbrances and assessments,
     and any and all  restrictions  as to sale,  assignment  or  transferability
     thereof. Seller has full right, power and authority to sell, transfer and

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     deliver  all  of  the  shares  of  Stock  owned  by  said  Seller  and  the
     certificates  therefor,  sold  hereunder,  to Buyer in accordance  with the
     terms  of this  Agreement,  and  otherwise  to  consummate  and  close  the
     transaction provided for in this Agreement in the manner and upon the terms
     herein specified.

     12. Title to Property.

          The Company has good and marketable title to all of its assets.

     13. Peaceable Possession of Assets.

          The ownership and  possession of all of the assets of the Company have
     been  peaceable  and  undisturbed  and the title  thereto  has  never  been
     disputed  or  questioned  to the  knowledge  of the  Company;  nor does the
     Company  know of any  facts by  reason  of which  the  possession  or title
     thereof by the Company  might be  disturbed or  questioned  or by reason of
     which any  claim to its  assets  might  arise or be set up  adverse  to the
     Company.

     14. Truth of Representation.

          No  representation  by the  Company  made  in  this  Agreement  and no
     statement made in any certificate or schedule  furnished in connection with
     the transaction herein contemplated  contains or will contain any knowingly
     untrue  statement  of a material  fact or  knowingly  omits or will omit to
     state  any   material   fact   reasonably   necessary   to  make  any  such
     representation  or any  such  statement  not  misleading  to a  prospective
     purchaser of the Stock.

D. CONDITIONS PRECEDENT TO CLOSING

All  obligations  of each party under this  Agreement and the obligation of each
party to consummate the Closing,  are subject to the satisfaction,  on or before
closing, of each of the following conditions:

     1. Effectiveness of Warranties.

          Each and every one of the warranties and  representations of the other
     parties set forth in this Agreement  shall be true at and as of the Closing
     Date as though such representations were made at and as of such time.

     2.   Due Diligence Review

          Each of the parties shall have the  opportunity to conduct a review of
     the other party's  books and records  prior to the Closing,  and each shall
     execute a written  acknowledgment  that they are satisfied with the review,
     which may be withheld for any reason by either party,  in that party's sole
     discretion.  If either  party  decides not to execute the  acknowledgement,
     this Agreement is terminated.

     3. Consent of Banking Institutions.

          Each  banking  institution  providing  lines of credit to the  Company
     shall agree to release Seller from any individual  liability on those lines
     of credit.

In the event any of the  foregoing  conditions  shall  not be  fulfilled  by the
responsible  party at or prior to the  Closing,  unless  caused by any action or
failure to act on the part of the counter  party,  the counter  party shall have
the right to  terminate  the  Agreement  by notice  thereof  in  writing  to the
responsible  party,  and the parties hereto shall be restored as far as possible
to status quo, whereupon the parties hereto shall have no further obligations or

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liabilities hereunder,  one against the other, except for the obligations of the
parties  under  Section  I hereof  which  shall  survive a  termination  of this
Agreement.

E. CLOSING

     1. Time and Place.

     The  closing  under  this  Agreement  (the  "Closing")  and all  deliveries
     hereunder shall take place on or before February 17, 2004 at the offices of
     the Company, 2140 Advanced Avenue,  Columbus, Ohio 43207 or such other date
     as shall be agreed upon by all the parties ("the Closing Date").

     2.   Deliverables

     (a) At the Closing, Buyer shall deliver to the Seller and the Company:

          (i)  the Purchase Shares; and

          (ii) Four Million ($4,000,000) US Dollars.

     (b) At the Closing, Seller and Company shall deliver to Buyer:

          (i)  the original stock  certificates  representing  all of the Stock;
               and

          (ii) stock  powers,  executed  by the  Sellers,  with  respect  to the
               transfer of the Stock to Buyer.

G. INDEMNIFICATION

1.   Seller and the Company shall indemnify and hold harmless the Buyer from and
     against any losses,  damages or expenses  which may be suffered or incurred
     by Buyer  arising  from or by reason of the  inaccuracy  of any  statement,
     representation  or warranty of Seller or the Company made herein or, in any
     schedule  hereto or certificate  delivered in connection  herewith,  or the
     failure  of Seller or the  Company to perform  any  agreement  made by them
     herein.  Buyer shall give Seller prior written notice of any claim, demand,
     suit or action with respect to which  indemnity  may be sought  pursuant to
     this Section.  Seller, in every such case, shall have the right at his sole
     expense and cost to participate in contesting the validity or the amount of
     any such claim,  demand,  suit or action.  In the event Buyer suffers loss,
     damage or expense and is entitled to  indemnification  under this  Section,
     the amount of any such loss,  damage or expense  shall be assessed  against
     and shall be paid by Seller subject to the provisions of this Section G(1).
     Seller  shall  have no  liability  under  this  Section  unless a claim for
     indemnification  is made by the Buyer prior to the Two (2) year anniversary
     of the Closing.  Notwithstanding  anything herein to the contrary,  Sellers
     shall have no liability under this Section for any loss, damage, expense or
     amount  suffered or incurred by Buyer or the Company (a) as a result of any
     election  made by the Buyer or the Company  subsequent to the Closing under
     Section 338 of the Internal Revenue Code of 1954, as amended,  or (b) which
     is covered by insurance maintained by the Company on the Closing Date.

2.   The Buyer shall indemnify the Company and Seller and shall hold the Company
     and Seller  harmless,  on demand,  from and against any losses,  damages or
     expenses which may be suffered or incurred by the Company or Seller arising
     from or by reason of the  inaccuracy of any  statement,  representation  or
     warranty  of the  Buyer  made  herein  or in  any  document  or  instrument
     delivered  by  Buyer  to  Seller  or the  Company  in  connection  with the
     transactions  herein  contemplated,  or the failure of Buyer to perform any
     agreement or covenant  made by it herein or in any  document or  instrument
     delivered  by  Buyer  to  Seller  or the  Company  in  connection  with the
     transactions herein contemplated.

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H. CONFIDENTIALITY

All information and  documentation  provided or to be provided by the Company or
Seller  to  Buyer  in  connection  with  this  Agreement  and  the  transactions
contemplated hereby has been and shall be provided in the strictest  confidence.
Pending  the  Closing,  Buyer  covenants  and  agrees  not  to use  any of  such
information or  documentation  in or for the benefit of any business  engaged in
directly  or  indirectly  by Buyer and not to  furnish or  disclose  any of such
information  or  documentation  to any person or  company.  If the  transactions
contemplated by this Agreement are not  consummated,  Buyer covenants and agrees
to return all such  information and  documentation to the Company and not retain
any copies  thereof,  and Buyer  further  covenants  and agrees to maintain  the
confidentiality  of such information and documentation and to neither use any of
it in or for the benefit of any business  engaged in directly or  indirectly  by
the Buyer nor furnish or disclose any of it to any person or company.

I. GENERAL PROVISIONS

     1. Survival of Representations, Warranties and Covenants.

          Except as expressly provided herein, the representations,  warranties,
     covenants,  indemnities  and other  agreements  herein  contained  shall be
     deemed  to  be  continuing  and  shall  survive  the  consummation  of  the
     transactions contemplated by this Agreement.

     2. Diligence.

          The parties  hereto  agree that each shall with  reasonable  diligence
     proceed to take all action which may be  reasonably  required to consummate
     the transaction herein contemplated.

     3. Waivers.

     Each party hereto may:

          3.1  Extend the time for  performance of any of the obligations of the
               other party;

          3.2  Waive  in  writing  any  inaccuracies  in   representations   and
               warranties made to it contained in this Agreement or any schedule
               hereto or any certificate or certificates delivered by any of the
               other parties pursuant to this Agreement; and

          3.3  Waive  in  writing  the  failure  of  performance  of  any of the
               agreements,  covenants,  obligations  or  conditions of the other
               parties  herein  set  forth,  or  alternatively   terminate  this
               Agreement for such failure.

     4. Non-Waiver.

          The waiver by any party hereto of any breach,  default,  inaccuracy or
     failure by another party with respect to any provision in this Agreement or
     any  schedule  hereto  shall not operate or be construed as a waiver of any
     other provision thereof or of any subsequent breach thereof.

     5. Further Assurances.

          Each  party  hereto  agrees  to  execute  such  further  documents  or
     instruments,  requested by the other party, as may be reasonably  necessary
     or desirable to effect the purposes of this  Agreement and to carry out its
     provisions, at the expense of the party requesting the same.

                                  Page 9 of 12
<PAGE>

     6. Entire Agreement.

          This   Agreement   constitutes   a  complete   statement  of  all  the
     arrangements,  understandings and agreements between the parties. There are
     no representations,  warranties,  covenants, conditions or other agreements
     among the parties except as herein  specifically set forth, and none of the
     parties  hereto  shall rely on any  statement  by or on behalf of the other
     parties which is not contained in this Agreement.

     7. Governing Law.

          Irrespective  of  the  place  of  execution  or  performance  of  this
     Agreement,  it shall be governed by and  construed in  accordance  with the
     laws of the State of Ohio  applicable to contracts made and to be performed
     in the  State  of  Ohio,  and  cannot  be  changed,  modified,  amended  or
     terminated except in writing, signed by the parties hereto.

     8. Benefit and Assignability.

          This  Agreement  shall bind and inure to the  benefit  of the  parties
     hereto and their respective successors and assigns, provided, however, that
     this  Agreement  cannot  be  assigned  by any  party  except by or with the
     written  consent of the  others.  Nothing  herein  expressed  or implied is
     intended or shall be construed  to confer upon or to give any person,  firm
     or  corporation  other than the parties hereto and their  respective  legal
     representatives,  successors and assigns any rights or benefits under or by
     reason of this Agreement.

     9. Approval of Counsel.

          The form of all legal proceedings and of all papers and documents used
     or  delivered  hereunder,  shall be subject to the  approval of counsels to
     Buyer and Seller.

     10. Costs.

          The Buyer shall bear its own costs and  expenses  of the  transaction.
     The costs and expenses of Sellers in connection with this Agreement and the
     transactions contemplated hereby shall be borne and paid by the Sellers.

     11. Counterparts.

          This Agreement may be executed in any number of counterparts,  each of
     which  shall  be  deemed  an  original,  but all of  which  together  shall
     constitute one and the same Agreement.

     12. Notices.

          Any notices and other  communications under this Agreement shall be in
     writing and shall be considered given if delivered  personally or mailed by
     certified  mail to the  party,  for whom such  notice is  intended,  at the
     address  indicated at the outset  hereof (or at such other  address as such
     party may specify by notice to the other parties hereto).

     13. Headings.

          The headings in this Agreement are intended  solely for convenience of
     reference   and  shall  be  given  no  effect   in  the   construction   or
     interpretation of this Agreement.

                                  Page 10 of 12
<PAGE>

     14. Further Action.

          Any  further  action  required  or  permitted  to be taken  under this
     Agreement,   including  giving  notices,   executing   documents,   waiving
     conditions,  and agreeing to amendments or  modifications,  may be taken on
     behalf of a party by its Board of  Directors,  its  President  or any other
     person  designated  by its Board of  Directors,  and when so taken shall be
     deemed the action of such party.


                           [INTENTIONALLY LEFT BLANK]

                                  Page 11 of 12
<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have  respectively  executed this
Agreement the day and year first above written.

                                                 BUYER

                                                 HEARTLAND, INC.


                                                 By:/s/ Trent Sommerville
                                                   -----------------------------
                                                   Trent Sommerville, Chairman



                                                 SELLERS

                                                 By:/s/ James A. Weber II
                                                   -----------------------------
                                                    James A. Weber II



                                                 THE COMPANY

                                                 OHIO MULCH SUPPLY INC.


                                                 By:
                                                    ----------------------------
                                                    James A. Weber II, President

                                  Page 12 of 12
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