HEARTLAND TECHNOLOGY INC
AMENDMENT AGREEMENT TO MANAGEMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>AMENDMENT AGREEMENT TO MANAGEMENT AGREEMENT
<TEXT>


                                                                  Exhibit 10.5

                              AMENDMENT AGREEMENT
                                      TO
                             MANAGEMENT AGREEMENT


            This  Amendment  Agreement,  dated  October 19,  2000,  by and among
Heartland  Partners,  L.P., a Delaware limited  partnership  ("Heartland"),  CMC
Heartland   Partners,   a   Delaware   general   partnership   (the   "Operating
Partnership"),  and  Heartland  Technology,  Inc.,  a Delaware  corporation  (as
successor  in interest to Chicago  Milwaukee  Corporation  under the  Management
Agreement hereinafter defined) (the "Manager").

            WHEREAS,  Heartland,  the Operating  Partnership and the Manager are
parties to a  Management  Agreement  dated as of June 27, 1990 (the  "Management
Agreement")  and desire to extend  the term  thereof,  effective  as of June 26,
2000.

            NOW THEREFORE, the parties hereto agree as follows:

            1.    Section 7(a) of the Management  Agreement hereby is amended,
effective as of June 26, 2000, to read as follows:

                  (a) The term of this  Agreement  shall continue until June 27,
                      2005.

            2.    The  Management  Agreement,  as amended by Section 1 hereof,
shall continue in full force and effect.

            IN WITNESS  WHEREOF,  the  parties  hereto  have duly  executed  and
delivered this Amendment Agreement.


                                          HEARTLAND PARTNERS, L.P.
                                          By: HTI Interests, LLC
                                                as General Managing Partner


                                          By:______________________________

                                          Name:____________________________

                                          Title:___________________________


                                          CMC HEARTLAND PARTNERS
                                          By: Heartland Technology, Inc.
                                                as General Managing Partner


                                          By:______________________________

                                          Name:____________________________

                                          Title:___________________________



                                          HEARTLAND TECHNOLOGY, INC.


                                          By:______________________________

                                          Name:____________________________

                                          Title:___________________________


</TEXT>
</DOCUMENT>
