HEARTLAND, INC.
PROMISORY NOTE # 2
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>f8k_ex102-htlj.txt
<DESCRIPTION>PROMISORY NOTE # 2
<TEXT>
                                 PROMISSORY NOTE

$1,350,000.00                                             December 31, 2004
                                                          Minneapolis, Minnesota

     FOR VALUE RECEIVED,  Heartland,  Inc., a Maryland corporation,  promises to
pay to the order of Larry W. Karkela  ("Creditor ") at 4004 Lawndale  Avenue N.,
Plymouth,  MN 55446 or at such other  place as the holder  hereof may  designate
from time to time, the principal sum of One Million Three Hundred Fifty Thousand
and no/100 Dollars  ($1,350,000.00)  with no interest thereon on or before March
31, 2005 pursuant to the  provisions of the Stock  Purchase  Agreement  executed
between the parties on December 31, 2004.  Interest shall accrue in the event of
a default by Heartland, Inc.

     All or any part of the  unpaid  balance  of this Note may be prepaid at any
time without penalty.  All payments shall be applied first to accrued and unpaid
interest due  hereunder  and the balance to  principal.  Any partial  prepayment
shall not reduce the amount of any monthly installment due.

     The obligations of the undersigned  hereunder are secured  pursuant to that
Stock  Purchase   Agreement  and  Pledge  and  Security  Agreement  between  the
undersigned and Creditor, and of even date herewith.

     Heartland, Inc.
By: /s/Trent Sommerville
   ---------------------------
    Trent Sommerville
Its: Chairman of the Board of
     Heartland Inc.

STATE OF _____________)
                      ) ss.
COUNTY OF ____________)

     The foregoing  instrument was acknowledged before me this December 31, 2004
by   ________________________   acting  in  his  capacity  as  _____________  of
Heartland, Inc.


                                                     ---------------------------
                                                     Signature of Notary Public


</TEXT>
</DOCUMENT>
