SECOND AMENDED

                                       AND

                                    RESTATED

                               OPERATING AGREEMENT

                                       OF

                                 HUSKER AG, LLC

                      a Nebraska limited liability company




                            THIS OPERATING AGREEMENT
                  CONTAINS RETRICTIONS ON TRANSFERABILITY OF
                              MEMBERSHIP INTERESTS





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<PAGE>


                                 HUSKER AG, LLC

                                 SECOND AMENDED
                                       AND
                                    RESTATED
                               OPERATING AGREEMENT

      THIS SECOND AMENDED AND RESTATED OPERATING AGREEMENT (this "AGREEMENT") is
made and entered into as of April 30, 2001 by Husker Ag, LLC (the "Company"),  a
Nebraska limited liability company.

      In consideration of the mutual covenants  contained herein, and other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged, the parties hereto agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

      As used in this  Agreement,  the following  terms shall have the following
meanings:

1.1 "ACT" shall mean the Nebraska Limited Liability Company Act, as amended from
time to time.

1.2  "AFFILIATE"  shall  mean,  in the  case of any  Person  (the  "SPECIFIED  -
PERSON"),  any other Person (a) that directly, or indirectly through one or more
intermediaries,  controls,  is controlled by or is under common control with the
Specified Person, or (b) that is an executive officer,  director or manager,  or
serves  in a  similar  capacity  with  respect  to,  the  Specified  Person,  as
determined by the Board of Directors in its sole  discretion  based on facts and
information available to the Board.

1.3 "AGREEMENT" shall mean this Operating  Agreement,  as originally executed or
as amended, modified, supplemented or restated from time to time.

1.4 "CAPITAL ACCOUNT BALANCE" shall have the meaning set forth in Section 5.1.

1.5 "CAPITAL  CONTRIBUTION" shall mean, in the case of any Member as of any date
of determination,  the aggregate amount of cash, property, or services rendered,
or a promissory note or other binding  obligation to contribute cash or property
or to perform services that such Member shall have contributed to the Company on
or prior to such date and a Member's  share of any of the Company's  liabilities
as determined in accordance with the Code and Treasury  Regulations (or, if such
Member is not the original  holder of the  Interest of such Member,  the Capital
Contribution  with  respect to the  Interest).  In the event that any capital is
returned to a Member,  such Member's Capital  Contribution  shall be adjusted to
reflect such return.

1.6 "CODE" shall mean the Internal Revenue Code of 1986, as amended from time to
time and any successor  statute or subsequent  codification or recodification of
the federal income tax laws of the United States.

1.7 "COMPANY" shall mean Husker Ag, LLC, a Nebraska limited  liability  company,
as such limited liability  company may from time to time be constituted,  or any
successor in interest for such limited liability company.


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<PAGE>

1.8  "DISTRIBUTION"  shall mean any distribution  pursuant to Section 5.8 by the
Company of cash to the Members or any Distribution in Kind.

1.9  "DISTRIBUTION  IN KIND" shall have the meaning set forth in paragraph(b) of
Section 5.8.

1.10 "INTEREST" shall mean, in the case of any Member at any time, such Member's
share of the  Profits  and  Losses of the  Company at such time and the right of
such Member to receive  distributions of Company assets to which such Member may
be entitled as provided in this Agreement and  applicable  law, and the right of
such Member to vote and participate in the management of the Company as provided
in this Agreement.

1.11 "LOSSES" shall mean the net losses and deductions of the Company determined
in accordance with accounting principles  consistently applied from year to year
employed  under the method of accounting  adopted by the Company and as reported
separately or in the aggregate, as appropriate, on the tax return of the Company
filed for federal income tax purposes.

1.12 "DIRECTOR"  shall mean one or more Persons  designated by the Members to be
members of the Board of  Directors.  The "BOARD OF  DIRECTORS"  or "BOARD" shall
manage the Company as provided in Article 6.

1.13  "MAJORITY IN INTEREST"  shall mean the  affirmative  vote of those Members
holding more than fifty percent (50%) of the Percentage Interests.  With respect
to the Board,  "MAJORITY OF THE BOARD" shall mean the  affirmative  vote of more
than fifty percent (50%) of the Directors.

1.14  "MEMBER"  shall  mean any  Person  who,  at the time  referenced,  owns an
Interest in the Company.

1.15  "OFFICER"  shall mean a Member or other Person  designated by the Board or
Members as provided in Section 6.11.

1.16 "PERSON"  shall mean an  individual,  a  partnership,  a joint  venture,  a
corporation,  a limited liability company, a trust, an estate, an unincorporated
organization  or any other entity or a government  or any  department  or agency
thereof.

1.17 "PERCENTAGE  INTEREST" means the percentage  figure  calculated by dividing
the  number  of  Units  owned  by  the  Member  by the  total  number  of  Units
outstanding.

1.18 "PRO RATA" means the ratio computed by dividing the Units of each Member to
whom a  particular  provision  of this  Agreement  is  stated  to  apply  by the
aggregate of the Units of all Members to whom that provision is stated to apply.

1.19 "PROFITS" shall mean the net income and gains of the Company  determined in
accordance with  accounting  principles  consistently  applied from year to year
employed  under the method of accounting  adopted by the Company and as reported
separately or in the aggregate, as appropriate, on the tax return of the Company
filed for federal income tax purposes.  Profits includes taxable income, capital
gain, and income exempt from taxation.

1.20 "PUBLICLY TRADED  PARTNERSHIP" shall mean a partnership whose interests are
traded  on an  established  securities  market,  or are  readily  tradable  on a
secondary market (or the substantial equivalent thereof).


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<PAGE>

1.21 "QUALIFIED  MATCHING  SERVICE  PROGRAM" shall mean a matching  service that
satisfies the requirements of a qualified matching service within the meaning of
Treasury Regulation Section 1.7704-1(g)(2), as amended from time to time, during
limited time periods  specified  and approved by Board from time to time, in its
sole discretion.

1.22 "SUPER-MAJORITY  VOTE" or "TWO-THIRDS  MAJORITY" shall mean the affirmative
vote of those  Members  holding  more than  Two-Thirds  (2/3) of the  Percentage
Interests.  With  respect to the  Board,  "SUPER-MAJORITY  VOTE" or  "TWO-THIRDS
MAJORITY" shall mean the affirmative  vote of more than two-thirds  (2/3) of the
Directors.

1.23 "TRANSFER" or derivations  thereof, of a Unit or Interest means, as a noun,
the sale, assignment,  exchange, pledge, hypothecation or other disposition of a
Unit or Interest,  or any part  thereof,  directly or  indirectly,  or the sale,
assignment,   exchange,  pledge,  hypothecation,   or  other  disposition  of  a
controlling  interest  in the  equity  securities  of a  Member,  and as a verb,
voluntarily  to  transfer,  sell,  assign,  exchange,   pledge,  hypothecate  or
otherwise dispose of.

1.24  "TREASURY  REGULATIONS"  shall mean the  regulations  of the United States
Department of the Treasury pertaining to the income tax, as from time to time in
force.

1.25 "UNITS" means equal units of the entire  ownership  interest of all Members
of the Company,  and all rights and  liabilities  associated  therewith,  at any
particular  time,  including,   without  limitation,   rights  to  distributions
(liquidating or otherwise), allocations, information, and consent or approve.

1.26 "VALUE" shall mean, with respect to any Distributions,  if cash, the amount
of such cash, or if not cash, the value of such Distribution calculated pursuant
to paragraph (e) of Section 5.8.


                                   ARTICLE II
                            STRUCTURE OF THE COMPANY

2.1 Formation.  The parties to this Agreement have organized a limited liability
company under the provisions of the Act by delivering  Articles of  Organization
to the  Secretary  of State of the State of Nebraska  for filing.  The Board may
take such  further  actions as it deems  necessary  or  advisable  to permit the
Company to conduct business as a limited  liability company in any jurisdiction.
The rights and  liabilities  of the  Members  under this  Agreement  shall be as
provided by Nebraska law.

2.2 Name.  The name of the  Company  shall be Husker Ag,  LLC, or any other name
permitted by the Act as the Members shall  afterwards  designate by  appropriate
amendment to the Company's Articles of Organization.

2.3 Principal  Office.  The  principal  office of the Company shall be at 510 W.
Locust, Box 10, Plainview, Nebraska 68769 or such place as the Members may, from
time to time,  designate by appropriate  amendment to the Company's  Articles of
Organization.  The Board may  establish  additional  places of business  for the
Company when and where required by the business of the Company.

2.4 Names and Addresses of Members. The names, addresses,  Capital Contributions
and number of Units held by the initial  Members of the Company are set forth on
Appendix A.

2.5 Membership Units and Register. Ownership rights in the Company are evidenced
by Units.  The Company shall  maintain a membership  register  (the  "MEMBERSHIP
REGISTER") at its principal  office or by a duly appointed  agent of the Company
setting forth the name, address,  Capital Contributions and number of Units held


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<PAGE>

by each Member which shall be modified  from time to time as Transfers  occur or
as  additional  Units are  issued to new or  existing  Members  pursuant  to the
provisions of this Agreement.

2.6 Fiscal Year. The fiscal year of the Company shall begin on January 1 and end
on December 31 of each year. The Board may change the Company's fiscal year upon
the  affirmative  vote of a Majority of the Board.  The fiscal year in which the
Company shall terminate shall end on the date of termination of the Company.

2.7 No  Partnership.  The Directors  and the Members  intend that as a result of
this  Agreement:  (i)  the  Company  not be a  partnership  (including,  without
limitation,  a limited partnership) or joint venture for any purposes other than
federal and state tax purposes, (ii) no Member or Director be a partner or joint
venturer of any other Member,  for any purposes other than federal and state tax
purposes,  and (iii) this  Agreement may not be construed to suggest  otherwise.
This Section 2.7 does not prohibit any Member or Director,  in his individual or
independent  capacity,  from being  associated  with  another  Member or another
Person.

2.8 Intent of this Agreement.

      (a) The parties to this Agreement have reached an understanding concerning
various aspects of (i) their business  relationship with each other and (ii) the
organization  and  operation of the Company and its  business.  They wish to use
rights created by statute to record and bind themselves to that understanding.

      (b) The parties intend for this Agreement to control, to the extent stated
or fairly  implied,  the  business  and affairs of the  Company,  including  the
Company's governance structure and the Company's  dissolution and winding up, as
well as the relations among the Company's Members.

2.9 Advice of Counsel. Each Person signing this Agreement:  (a) understands that
this Agreement contains legally binding provisions;  (b) has had the opportunity
to consult with that  Person's  own lawyer;  and (c) has either  consulted  that
lawyer or consciously decided not to consult a lawyer.


                                   ARTICLE III
                             BUSINESS OF THE COMPANY

The Company may engage in any lawful business,  other than banking or insurance.
The Agreement shall be construed in light of such purpose.


                                   ARTICLE IV
                              CAPITAL CONTRIBUTIONS

4.1  Initial  Paid-In  Capital.  The  Members  listed on  Appendix  A shall have
contributed the cash to the capital of the Company as set forth therein. Capital
Contributions for new Members accepted by the Board, from time to time, shall be
made by each new Member as determined by the Board in its sole discretion.

4.2 Additional  Capital  Contributions.  No Member shall be required to make any
additional  contributions  to the  capital of the  Company.  No Member  shall be
obligated to satisfy any negative Capital Account Balance,  except to the extent
expressly set forth herein or in the Articles of  Organization.  No Member shall
be paid interest on any Capital Contribution.

4.3  Maximum  Ownership.  No  Member  together  with its  Affiliates  shall  own
Percentage Interests in the Company in excess of thirty percent (30%).


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<PAGE>

4.4 Withdrawal or Reduction of Members' Capital Contributions. The withdrawal or
reduction  of Members'  contributions  to the  capital of the  Company  shall be
governed by Section 21-2619 of the Act, as amended from time to time;  provided,
however:

      (a) No Member  has the right to  withdraw  all or any part of his  Capital
Contribution   or  to  receive   any  return  on  any  portion  of  his  Capital
Contribution,   except  as  may  be  otherwise  specifically  provided  in  this
Agreement.  Under circumstances  involving a return of any Capital Contribution,
no Member has the right to receive property other than cash.

      (b) No Member shall have priority over any other Members, either as to the
return of Capital  Contributions or as to Losses and Profits,  or distributions,
except as otherwise provided herein.

4.5 Loans from  Directors  and  Members.  The Company may borrow  money from and
enter into other  transactions  with any Director or Member.  Borrowing  from or
engaging in other  transactions  with one or more  Directors or Members does not
obligate the Company to provide  comparable  opportunities to other Directors or
Members. Any loan made by a Director or Member to the Company shall be evidenced
by a promissory  note made payable from the Company to such  Director or Member.
Loans by a Director or Member to the  Company  shall not be  considered  Capital
Contributions and shall be repaid pursuant to Section 5.8(a) below.

4.6 Loans by Company  to  Members.  Unless  otherwise  approved  by the Board of
Directors,  the Company will not make any loans to Members.  Notwithstanding the
foregoing or anything in this Agreement to the contrary,  the Company shall not,
directly or indirectly,  including  through any  subsidiary,  extend or maintain
credit, arrange for the extension of credit, or renew an extension of credit, in
the form of a personal loan to or for any Director or Officer of the Company.


                                    ARTICLE V
                          ALLOCATIONS AND DISTRIBUTIONS

5.1 Capital  Accounts.  A "CAPITAL ACCOUNT" shall be established for each Member
on  the  books  of  the  Company  and  maintained  in  accordance  with  Section
1.704-1(b)(2) of the Treasury Regulations, as amended from time to time.

      (a) To each Member's Capital Account there shall be credited:

            (i)  the  cash  and  the  Value  of any  property  other  than  cash
      contributed by such Member to the capital of the Company;

            (ii) such  Member's  allocable  share of  Profits,  and any items of
      income or gain which are specially allocated to the Member; and

            (iii) the amount of any Company  liabilities  assumed by such Member
      of which are secured by any  property of the Company  distributed  to such
      Member.

      The principal  amount of a promissory  note which is not readily traded on
an established  securities market and which is contributed to the Company by the
maker of the note shall not be  credited  to the  Capital  Account of any Member
until the Company makes a taxable  disposition of the note or until (and only to
the extent) principal payments are made on the note.

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<PAGE>

      (b) To each Member's Capital Account there shall be debited:

            (i) the amount of cash and the Value of any property other than cash
      distributed to such Member pursuant to Section 5.8;

            (ii)  such  Member's  allocable  share of  Losses  and any  items of
      expense or loss which are specially allocated to the Member; and

            (iii) the amount of any  liabilities  of such Member  assumed by the
      Company or which are secured by any property contributed by such Member to
      the Company.

      Provided;  however,  all of the  foregoing to be  determined in accordance
with  the  rules  set  forth  in  Section   1.704-1(b)(2)(iv)  of  the  Treasury
Regulations, as amended from time to time.

5.2 Allocations and Distributions.  Except as may be required by section 704 (b)
and (c) of the Code and the applicable Treasury Regulations or under Section 5.5
below,  all items of income,  gain, loss,  deduction,  and credit of the Company
shall be  allocated  among the  Members,  and  distributions  shall be made,  in
accordance with this Article 5.

5.3 Allocations of Income,  Gain, Loss,  Deductions,  and Credits.  All items of
income, gain, loss, deductions, and credits for a fiscal year shall be allocated
to the Members ratably in proportion to their Percentage Interests.

5.4 Allocation of Gain or Loss Upon the Sale of All or Substantially  All of the
Company's Assets.

      (a)  Allocation  of Gain.  Any income or gain from the sale or exchange of
all or substantially  all of the Company's assets shall be allocated,  first, to
those  Members  with  capital  account  balances  less than the amounts of their
respective Capital Contributions that have not previously been distributed, that
amount of income or gain, if any,  necessary to increase  their capital  account
balances  to  the  amount  of  their  Capital   Contributions   not   previously
distributed;  and  thereafter,  the remaining  income or gain, if any,  shall be
allocated to the Members, ratably in proportion to their Percentage Interests.

      (b)  Allocation  of Loss.  Any loss  from the sale or  exchange  of all or
substantially  all of the Company's  assets shall be allocated,  first, so as to
equalize the capital account  balances of all Members holding the same number of
Units,  and thereafter,  the remaining losses shall be allocated to the Members,
ratably in proportion to their Percentage Interests.

5.5 Regulatory  Allocations  and  Allocation  Limitations.  Notwithstanding  the
preceding  provisions  for  allocating  income,  gains,  losses,  deductions and
credits,  the  following  limitations,  regulatory  allocations  and  contingent
reallocations  are  intended  to comply  with  applicable  income  tax  Treasury
Regulations  under  Section  704(b) of the Code and shall be so  construed  when
applied.  The  defined  terms used below shall have the meaning set forth in the
applicable  section of the Code or Treasury  Regulations  and the terms "Member"
and  "Company"  shall mean  "partner"  and  "partnership"  with  respect to this
application of such definitions to this section.

      (a) Company Minimum Gain Chargeback.  Notwithstanding  any other provision
of this Section  5.5, if there is a net decrease in Company  Minimum Gain during
any Company  fiscal  year,  each Member shall be  specially  allocated  items of
Company income and gain for such year (and, if necessary,  for subsequent years)
in  accordance  with Section  1.704-2(f)(1)  of the Treasury  Regulations  in an
amount equal to such Member's share of the net decrease in Company  Minimum Gain


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<PAGE>

(determined   in  accordance   with  Section   1.704-2(g)(2)   of  the  Treasury
Regulations).  This  Section  5.5(a) is intended to comply with the minimum gain
chargeback  requirement  in the Treasury  Regulations  and shall be  interpreted
consistently therewith.

      (b) Member  Minimum  Gain  Chargeback.  Except as  otherwise  provided  in
Section  1.704-2(i)(4) of the Treasury  Regulations,  notwithstanding  any other
provision of this Section 5.5, if there is a net decrease in Member  Nonrecourse
Debt Minimum Gain  attributable to a Member  Nonrecourse Debt during any Company
fiscal year, each Member who has a share of the Member  Nonrecourse Debt Minimum
Gain attributable to such Member Nonrecourse Debt, determined in accordance with
Section 1.704-2(i)(5) of the Treasury Regulations,  shall be specially allocated
items of  Company  income  and  gain  for such  year  (and,  if  necessary,  for
subsequent  years) in an amount equal to such Member's share of the net decrease
in Member  Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse
Debt,  determined  in  accordance  with  Section  1.704-2(i)(4)  of the Treasury
Regulations.  Allocations  pursuant to the  previous  sentence  shall be made in
proportion  to the  respective  amounts  required to be allocated to each Member
pursuant thereto. The items to be so allocated shall be determined in accordance
with Sections 1.704-2(i)(4) and 1.704-2(j)(2) of the Treasury Regulations.  This
Section  5.5(b)  is  intended  to  comply  with  the  minimum  gain   chargeback
requirements in Section  1.704-2(i)(4) of the Treasury  Regulations and shall be
interpreted consistently therewith.

      (c) Qualified Income Offset.  In the event a deficit balance in a Member's
capital  account in excess of the sum of (i) the amount such Member is obligated
to restore or  contribute  to the  Company  pursuant  to any  provision  of this
Operating Agreement and (ii) the amount such Member is deemed to be obligated to
contribute  pursuant to the penultimate  sentences of Section  1.704-2(g)(1)(ii)
and 1.704-2(i)(5) of the Treasury Regulations,  is caused or increased because a
Member receives an adjustment,  allocation, or distribution described in Section
1.704-1(b)(2)(ii)(d) of the Treasury Regulations,  such Member will be allocated
items of Company income and gain in an amount and manner sufficient to eliminate
such  deficit  balance or such  increase in the deficit  balance,  as quickly as
possible,  to the extent  required in the  Treasury  Regulations.  This  Section
5.5(c) is intended,  and shall be so construed,  to provide a "qualified  income
offset"  within  the  meaning of Section  1.704-1(b)(2)(ii)(d)  of the  Treasury
Regulations.

      (d) Gross  Income  Allocations.  In the event that a deficit  balance in a
Member's  Capital  Account at the end of any fiscal year is in excess of the sum
of (i) the amount  such  Member is  obligated  to restore or  contribute  to the
Company under this Operating Agreement and (ii) the amount such Member is deemed
to be obligated  to restore  pursuant to the  penultimate  sentences of Treasury
Regulations  ss.ss.  1.704-2(g)(1)(ii)  and  1.704-2(i)(5),  the Member shall be
specially  allocated  items of  Company  income  and gain in the  amount of such
excess as quickly as  possible,  provided  that an  allocation  pursuant to this
Section  5.5(d)  shall be made only if and to the extent  that the Member  would
have a deficit  balance in its  Capital  Account in excess of such sum after all
other  allocations  provided  for in this  Section  have been made as if Section
5.5(c) and this Section 5.5(d) were not in this Operating Agreement.

      (e)  Nonrecourse  Deductions.  Nonrecourse  Deductions  shall be specially
allocated to the Members in proportion to the allocation of Losses under Section
5.4.

      (f) Member Nonrecourse  Deductions.  Any Member Nonrecourse Deductions for
any  fiscal  year  shall be  specially  allocated  to the  Member  who bears the
economic risk of loss with respect to the Member  Nonrecourse Debt to which such
Member  Nonrecourse  Deductions  are  attributable  in  accordance  with Section
1.704-2(i)(1) of the Treasury Regulations.

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<PAGE>

      (g) Members'  Shares of Excess  Nonrecourse  Debt. The Members'  shares of
excess Company  Nonrecourse Debt within the meaning of Section  1.752-3(a)(3) of
the Treasury  Regulations  shall be determined in accordance  with the manner in
which it is reasonably expected that the deductions attributable to such Company
Nonrecourse Debt will be allocated.

      (h) Curative  Allocations.  The allocations set forth in subsections  (a),
(b),  (d), and (d) (the  "Regulatory  Allocations")  are intended to comply with
certain   requirements  of  the  Treasury   Regulations  under  Section  704(b).
Notwithstanding any other provision of this Article 5 (other than the Regulatory
Allocations),  the  Regulatory  Allocations  shall  be  taken  into  account  in
allocating other items of income, gain or loss among the Members so that, to the
extent possible,  the net amount of allocations of such items of income, gain or
loss and the  Regulatory  Allocations  to each Member  shall be equal to the net
amount  that  would  have  been  allocated  to  such  Member  if the  Regulatory
Allocations had not occurred.  For this purpose,  future Regulatory  Allocations
under Section 5.5(a) and (b) shall be taken into account that,  although not yet
made,  are likely to offset  other  Regulatory  Allocations  made under  Section
5.5(f) and (g).

5.6 Proration of Allocations.  All income, gains, losses, deductions and credits
for a fiscal year  allocable  with  respect to any Members  whose Units may have
been  transferred,  forfeited,  reduced or changed  during  such year  should be
allocated based upon the varying  interests of the Members  throughout the year.
The precise manner in which such allocations are made shall be determined by the
Board of Directors in its sole  discretion  and shall be a manner of allocation,
including  an interim  closing of the books,  permitted  to be used for  federal
income tax purposes.

5.7  Consent to  Allocation.  Each  Member  expressly  consents  to the  methods
provided  herein  for  allocation  of  the  Company's  income,   gains,  losses,
deductions and credits.

5.8 Distributions.

      (a) The  Board of  Directors  shall  determine,  in its  sole  discretion,
whether to distribute or retain all or any portion of the Profits. The Directors
may  distribute  cash  to  the  Members   irrespective  of  Profits.   All  cash
distributions  shall be made to the Members in accordance  with paragraph (c) of
this Section 5.8. Provided,  however,  no Member has a right to any distribution
prior to the dissolution of the Company without the approval of the Board.

      (b) The Board may agree to  distribute to the Members in kind any property
held by the  Company.  Any such  distribution  of property  shall be referred to
herein as a "DISTRIBUTION  IN KIND." The value of any such  Distribution in Kind
at the  time of  such  distribution  shall  be  determined  in  accordance  with
paragraph  (d) of this  Section 5.8 and such  distribution  shall be made to the
Members in accordance with paragraph (c) of this Section 5.8.  Distributions  in
Kind, made pursuant to this paragraph (b), shall be subject to such restrictions
and  conditions as the Board shall have  determined are necessary or appropriate
in order for such distributions to be made in accordance with applicable law.

      (c) Any  distribution  of Profits in accordance with this Section 5.8, and
any distribution,  other than Profits, of cash pursuant to paragraph (a) of this
Section 5.8 or  Distribution  in Kind  pursuant to paragraph (b) of Section 5.8,
shall be made to the Members according to their Percentage Interests.

      (d) The Value of any  Distribution in Kind as of any date of determination
(or in the event such date is a holiday or other day that is not a business day,
as of the next preceding  business day) shall be the estimated fair market value
of any property distributed, as determined by the Board of Directors in its sole
discretion.

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<PAGE>

      (e) All  distributions  are  subject  to set-off  by the  Company  for any
past-due obligation of the Members to the Company.

      (f) Members shall not receive  salaries or  compensation  from the Company
solely in their capacities as Members or for the use of their capital.

5.9 Other Allocation Rules. For purposes of determining the Profits,  Losses, or
any other  items  allocable  to any period,  Profits,  Losses and any such other
items shall be determined on a daily,  monthly, or other basis, as determined by
the Board,  using any  permissible  method under Section 706 of the Code and the
Treasury Regulations thereunder.

5.10  Compliance with Section 704(b) of the Code. The provisions of this Article
as they relate to the maintenance of Capital Accounts are intended, and shall be
construed,  and, if  necessary,  modified to cause the  allocations  of profits,
losses,  income,  gain and  credit  pursuant  to  Article V to have  substantial
economic effect under the Treasury Regulations  promulgated under Section 704(b)
of the Code,  in light of the  distributions  made pursuant to Articles V and XI
and the  contributions  made  pursuant to Article IV.  Notwithstanding  anything
herein to the  contrary,  this  Agreement  shall not be  construed as creating a
deficit  restoration  obligation or otherwise  personally obligate any Member or
Transferee  to make a  contribution  in excess of the  initial  contribution  or
additional  contribution  agreed to by a Majority  in Interest of the Members of
the Company.

5.11 Transfer of Capital Accounts.  In the event all or a portion of an Interest
in the Company is  Transferred  in accordance  with the terms of the Articles of
Organization and this Agreement, the transferee shall succeed to that portion of
the Capital  Account of the  transferor  which is allocable  to the  transferred
Interest.

5.12  Income  Tax  Consequences.  The  Members  are  aware  of  the  income  tax
consequences  of the  allocations  made by this Article 5 and hereby agree to be
bound by the  provisions of this Article 5 in reporting  their shares of Company
income and loss for income tax purposes.


                                   ARTICLE VI
                            MANAGEMENT OF THE COMPANY

6.1 Management.

      (a) The Company shall be managed by a Board of Directors  appointed by the
Members (in accordance with Section 6.1(c)).  All powers of the Company shall be
exercised by or under the authority of, and the business  affairs of the Company
managed under the  direction of the Board of Directors in  accordance  with this
Agreement. Individual Directors or Officers designated by the Board from time to
time may act for or on behalf of the  Company  and  execute  all  agreements  on
behalf of the Company and otherwise bind the Company as to third parties without
the consent of the Members or  remainder  of the Board of  Directors;  provided,
however,  that with  respect to those issues  requiring  approval of the Members
under the Act or as set forth in this  Agreement,  such  approval  must first be
obtained;  provided,  further,  that the  affirmative  vote of a Majority of the
Board shall be required for (a) incurring any  indebtedness or expense in excess
of  $20,000  other  than in the  ordinary  course  of  business;  (b)  pledging,
mortgaging,  encumbering or granting any lien on any assets of the Company other
than in the ordinary  course of business;  or (c) purchasing any asset or making
capital expenditures in excess of $20,000.

                                       10
<PAGE>

      (b) The  salaries and other  compensation,  if any, of the  Directors  for
management  services  shall be fixed  annually by a Super  Majority  Vote of the
Board.  A Board  decision on this matter may be changed by a Super Majority Vote
of the Members at any duly-called annual or special meeting.

      (c) The Board of Directors shall be comprised of thirteen (13) members who
shall be elected at the annual meeting of the Members in accordance with Section
8.2 of this  Agreement.  The Board of  Directors  shall be  divided  into  three
classes,  Class I, Class II, and Class III,  with Class I consisting of five (5)
directors and Class II and Class III each consisting of four (4) directors. Duly
elected  and  qualified  Class I  directors  shall  serve  until the 2002 annual
meeting of Members  and,  thereafter,  the terms of the Class I directors  shall
extend until the third  succeeding  annual  meeting  after each election of such
directors.  Duly elected and qualified  Class II directors shall serve until the
2003 annual meeting of Members and, thereafter,  the terms of Class II directors
shall extend until the third  succeeding  annual  meeting after each election of
such directors. Duly elected and qualified Class III directors shall serve until
the 2004  annual  meeting  of  Members  and  thereafter,  the terms of Class III
directors  shall extend until the third  succeeding  annual  meeting  after each
election of such  directors.  Directors  need not be  residents  of the State of
Nebraska or Members of the Company.

      (d)  Nominations for election to the Board of Directors may be made by the
Board of Directors,  the nominating committee, or by any Member entitled to vote
for the  election  of  Directors.  Nominations,  other  than those made by or on
behalf of the existing  management of the Company,  shall be made in writing and
shall be delivered or mailed to the  Secretary of the Company or to the chairman
of the  nominating  committee,  no  earlier  than the first  day of the  October
preceding  the  annual  meeting  and no later  than  the  last day of the  March
preceding the annual meeting.  Or, in the event of a special meeting of Members,
not later than the close of the  fifteenth day following the day on which notice
of the meeting is first mailed to Members.  Each  nomination  shall contain such
information  about the nominee which shall be deemed  appropriate,  from time to
time, by the nominating  committee.  Each nomination shall be accompanied by the
written  consent of each  nominee to serve as a  Director  of the  Company if so
elected. At the meeting of Members,  the Chairman of the Board shall declare out
of order and disregard  any  nomination  not  presented in accordance  with this
section.

6.2 Authority of the Board of Directors. In addition to and not in limitation of
any rights and powers  conferred by law or other  provisions of this  Agreement,
and except as limited,  restricted or  prohibited  by the express  provisions of
this Agreement,  the Board of Directors shall have and may exercise on behalf of
the Company, all powers and rights necessary, proper, convenient or advisable to
effectuate  and carry out the purposes,  business and objectives of the Company.
Such powers shall include, without limitation, the power to:

      (a) expend Company funds in connection with the operation of the Company's
business or otherwise pursuant to this Agreement;

      (b) employ and dismiss  from  employment  any and all  employees,  agents,
independent contractors, attorneys and accountants;

      (c)  prosecute,  settle or compromise  all claims  against third  parties,
compromise, settle or accept judgment on, claims against the Company and execute
all documents and make all representations, admissions and waivers in connection
therewith;

      (d)  borrow  money  on  behalf  of the  Company  from  any  Person,  issue
promissory notes; drafts and other negotiable and nonnegotiable  instruments and
evidences  of  indebtedness,  secure  payment  of  the  principal  of  any  such
indebtedness  and the  interest  thereon by  mortgage,  pledge,  property of the
Company, whether at the time owned or thereafter acquired;

                                       11
<PAGE>

      (e) hold, receive, mortgage, pledge, lease, transfer,  exchange, otherwise
dispose of, grant  options with respect to, and  otherwise  deal in the exercise
all rights,  powers,  privileges and other  incidents of ownership or possession
with  respect to all  property of whatever  nature held or owned by, or licensed
to, the Company;

      (f) lend any of the Company property with or without security;

      (g) have and maintain  one or more offices  within or without the State of
Nebraska;

      (h) open,  maintain and close bank  accounts and money market mutual funds
accounts, and draw checks and other orders for the payment of monies;

      (i) engage accountants,  custodians, consultants and attorneys and any and
all other agents and assistants  (professional and nonprofessional) and pay such
compensation  in  connection  with such  engagement  that the Board of Directors
determines is appropriate;

      (j) enter into, execute, make, amend, supplement, acknowledge, deliver and
perform any and all  contracts,  agreements,  licenses,  and other  instruments,
undertakings  and  understandings   that  the  Board  determines  is  necessary,
appropriate or incidental to carrying out the business of the Company;

      (k) file a petition in bankruptcy on behalf of the Company;

      (l)  delegate  to  the  Chairman,   President  and  other   Officers  such
responsibility  and authority as the Board deems  necessary or appropriate  from
time to time; and

      (m) issue additional Units to new and existing Members of the Company from
time to time on  terms  and  conditions  determined  by the  Board  in its  sole
discretion.

In exercising its powers,  the Board of Directors may (i) rely upon and shall be
protected in acting or refraining from acting upon any resolution,  certificate,
statement, instrument, opinion, report, or document believed by him or her to be
genuine and to have been  signed or  presented  by the proper  party or parties;
(ii) consult with counsel, accountants, and other experts selected by him or her
and any opinion of an  independent  counsel,  accountant or expert shall be full
and  complete  authorization  and  protection  in respect of any action taken or
suffered or omitted by the Board of  Directors  in good faith and in  accordance
with such  opinion;  and (iii)  execute  any of his or her powers  hereunder  or
perform  any  duties  hereunder  either  directly  or by or  through  agents  or
attorneys.

6.3 Obligations of the Board of Directors. The Board of Directors shall:

      (a)  devote to the  Company  and apply to the  accomplishment  of  Company
purposes so much of the Board of Directors' time and attention as they determine
to be necessary or advisable to manage properly the affairs of the Company;

      (b)  maintain  accounting  records  from which a Company  Capital  Account
Balance can be determined for each Member;

      (c) execute,  file,  record or publish all  certificates,  statements  and
other documents and do all things  appropriate for the formation,  qualification
and  operation  of the  Company  and  for the  conduct  of its  business  in all
appropriate jurisdictions;

                                       12
<PAGE>

      (d)  employ   attorneys  to  represent  the  Company  when   necessary  or
appropriate;

      (e) use their best  efforts  to  maintain  the status of the  Company as a
"limited liability  company" for state law purposes,  and as a "partnership" for
federal income tax purposes;

      (f) have fiduciary responsibility for the safekeeping and use of all funds
and assets of the Company,  and not employ or permit others to employ such funds
or assets  (including any interest  earned thereon) in any manner except for the
benefit of the Company; and

      (g)  maintain  a current  list of the  names,  last  known  addresses  and
Percentage Interest of each Member at the Company's principal office.

6.4 Resignation of Director.  Any Director may resign as Director of the Company
upon written notice to the Board of Directors.

6.5 Removal of  Director.  Any Director may be removed from time to time with or
without cause by the affirmative vote of Members holding a Majority in Interest.

6.6 Vacancies.  Any vacancy  occurring in the position of Director may be filled
by the  affirmative  vote of a  Majority  of the  Board  based on the  remaining
Directors.

6.7  Meetings of the Board.  Meetings of the Board may be called by the Chairman
of the Board or any two (2) Directors  and shall be held at the principal  place
of business of the Company,  or  elsewhere  as the notice of such meeting  shall
direct. Except as otherwise expressly provided in this Agreement,  the Articles,
or the Act, the  affirmative  vote of a majority of the  Directors  present at a
duly convened meeting of the Board at which a quorum is present shall constitute
the act of the Board.

6.8 Place of Meeting. The Board may designate any place, either in or out of the
State of Nebraska, as the place of meeting for any meeting. If no designation is
made, the place of meeting shall be the Company's  principal  office.  Directors
may attend any such meeting in person or by telephonic or video conference call.

6.9 Notice of  Meetings.  Written or oral notice of every  meeting of the Board,
stating the place, date and hour of the meeting, and the purpose or purposes for
which the meeting is called,  shall be given by the  Secretary of the Company to
each other Director at least twenty-four (24) hours prior to the meeting, unless
such notice is waived in accordance with Article 9 hereof.

6.10  Quorum.  The  presence of a Majority in  Interest of the  Directors  shall
constitute a quorum for the transaction of business.  If a quorum is not present
at a meeting,  a majority of the Directors  represented  may adjourn the meeting
from time to time without further notice.

6.11 Officers.

      (a) The Board may elect a Chairman, Vice Chairman,  President, one or more
Vice Presidents,  Treasurer, and Secretary from among its Directors. Any two (2)
or more offices may be held by the same person.

      (b) The Officers of the Company shall be elected  annually by the Board at
the first meeting of the Board held after each annual meeting of Members. If the
election of Officers  shall not be held at such meeting,  such election shall be
held as soon thereafter as conveniently  may be.  Vacancies may be filled or new
offices created and filled at any meeting of the Board.  Each Officer shall hold


                                       13
<PAGE>

office until his or her successor  shall have been duly elected and qualified or
until  his or her  death,  or until he or she shall  resign  or shall  have been
removed  in the manner  hereinafter  provided.  Election  or  appointment  of an
Officer or agent shall not of itself create contract rights.

      (c) Any  Officer  or agent may be removed by the Board at any time with or
without  cause,  but such removal does not affect the contract  rights,  if any,
with the Company of the person so removed.

      (d) A  vacancy  in any  office  because  of death,  resignation,  removal,
disqualification  or  otherwise,  may be filled  by the Board for the  unexpired
portion of the term. An Officer may resign at any time by  delivering  notice to
the Company.  A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date and the Company accepts the future effective date, the Board may fill
the pending  vacancy  before the effective  date if the Board  provides that the
successor does not take office until the effective date.

6.12  Liabilities  of  Directors.  In carrying out their duties  hereunder,  the
Directors  shall not be liable to the  Company or to any Member for any  actions
taken in good faith and  reasonably  believed by them to be in the best interest
of the  Company  or in  reliance  on the  provisions  of this  Agreement  or the
Articles,  or for good faith  errors of  judgment,  but shall only be liable for
misconduct or negligence in the  performance  of their duties as Directors.  The
Directors  shall not be expected to devote their full time and  attention to the
affairs of the Company,  but shall devote such amounts of time and  attention as
are  reasonable  and   appropriate  in  their  good  faith  judgment  under  the
circumstances prevailing from time to time.

6.13  Indemnification of the Directors, their Affiliates and Control Persons.

      (a) Neither the  Directors  nor any Officer shall be liable to the Company
or any Member for any act or  omission  based upon  errors of  judgment or other
fault in  connection  with the  business  or affairs of the Company if the Board
determines  that such course of conduct was in the best  interest of the Company
and did not  result  from the  negligence  or  misconduct  of such  Director  or
Officer.

      (b) To the fullest  extent  permitted by law, the  Directors  and Officers
(each  such  person  being  referred  to  herein as an  "INDEMNITEE"),  shall be
indemnified  and held  harmless  by the  Company  from and  against  any and all
losses, claims, damages,  settlements and other amounts arising from any and all
claims  (including  attorneys' fees and expenses,  as such fees and expenses are
incurred),   demands,   actions,   suits  or   proceedings   (civil,   criminal,
administrative or investigative),  in which they may be involved,  as a party or
otherwise, by reason of their management of the affairs of the Company,  whether
or not they  continue  to be such at the time any such  liability  or expense is
paid  or  incurred;  provided  that  Indemnitee  shall  not be  entitled  to the
foregoing  indemnification  if a court  of  competent  jurisdiction  shall  have
determined  that such losses,  claims,  damages,  liabilities,  expenses or such
other  amounts  resulted  primarily  from the  negligence  or misconduct of such
Indemnitee.  The termination of a proceeding by judgment,  order,  settlement or
conviction  upon a plea of nolo  contenders,  or its  equivalent,  shall not, of
itself, create any presumption that such losses, claims,  damages,  liabilities,
expenses  or such  other  amounts  resulted  primarily  from the  negligence  or
misconduct of any Indemnitee or that the conduct giving rise to such  liability,
was not in the best interest of the Company.  The Company  shall also  indemnify
any  Indemnitee who was or is a party or is threatened to be made a party to any
threatened,  pending or  completed  action by or in the right of the  Company to
procure a judgment in its favor by reason of the fact that such Indemnitee is or
was an agent of the Company,  against any losses, claims, damages,  liabilities,
expenses or any other amounts incurred by such Indemnitee in connection with the
defense or  settlement  of such action;  provided  that no  Indemnitee  shall be
entitled to the foregoing  indemnification if a court of competent  jurisdiction
shall  have  determined  that any such  losses,  claims,  damages,  liabilities,
expenses or such other  amounts  resulted  from the  negligence or misconduct of
such Indemnitee. The Company may advance any Indemnitee any expenses (including,


                                       14
<PAGE>

without  limitation,  attorneys' fees and expenses)  incurred as a result of any
demand,  action,  suit or proceeding  referred to in this paragraph (b) provided
that (i) the legal action  relates to the  performance  of duties or services by
the Indemnitee on behalf of the Company;  and (ii) the  Indemnitee  gives a full
recourse promissory note to the Company for the amounts of such advances payable
in  the  event  that  the  Indemnitee  is  determined  to  be  not  entitled  to
indemnification hereunder.

      (c) The  indemnification  provided by  paragraph  (b) of this Section 6.13
shall not be deemed to be exclusive of any other rights to which any  Indemnitee
may be entitled under any agreement, as a matter of law, in equity or otherwise,
and shall  continue  as to an  Indemnitee  who has  ceased  to have an  official
capacity  and  shall  inure  to  the  benefit  of  the  heirs,   successors  and
administrators of such Indemnitee.

      (d) Any indemnification pursuant to this section will be payable only from
the Company's assets.

6.14 Transactions  with the Directors or their Affiliates.  The Board, on behalf
of the Company, may enter into contracts with the Directors, Officers or Members
(or their Affiliates),  provided that any such transactions shall be on terms no
more favorable to the Directors,  Officers,  Members (or their  Affiliates) than
generally afforded to non-affiliated parties in a similar transaction.

6.15  Conflicts of Interest.  Subject to the other  express  provisions  of this
Agreement,  the  Directors  at any time and from time to time may  engage in and
possess  interests  in  other  business  ventures  of any  and  every  type  and
description,  independently  or with others,  including ones in competition with
the Company,  with no obligation to offer to the Company or any other Member the
right to participate therein.


                                   ARTICLE VII
                        RIGHTS AND OBLIGATIONS OF MEMBERS

7.1  Limitation of Liability.  Each Member's  liability  shall be limited as SET
forth in this Agreement, the Act and other applicable law.

7.2 Company Debt Liability. A Member will not be personally liable for any debts
or losses of the  Company  beyond his or her  respective  Capital  Contributions
except as provided in Section 7.6 or as otherwise required by law.

7.3 Liability to Third  Parties.  No Member or Director is liable for the debts,
obligations or liabilities of the Company,  whether arising in contract, tort or
otherwise, including under a judgment, decree or order of a court.

7.4 Lack of  Authority.  No Member  (other  than a  Director  or an  Officer  as
provided under Article VI) has the authority or power to act for or on behalf of
the Company,  to do any act that would be binding on the Company or to incur any
expenditures on behalf of the Company.

7.5 List of  Members.  Members may obtain a copy of the  Membership  Register in
accordance with the provisions of Section 11.5.

7.6 Member Liability to the Company.

      (a) A Member who rightfully receives the return in whole or in part of its
Capital  Contribution is nevertheless liable to the Company to the extent now or
hereafter provided by the Act.

                                       15
<PAGE>

      (b) A Member who receives a Distribution made by the Company: (i) which is
either in violation of this  Agreement,  or (ii) when the Company's  liabilities
exceed its assets (after giving  effect to the  Distribution),  is liable to the
Company for a period of six (6) years after such  Distribution for the amount of
the Distribution.

7.7 Representations  and Warranties.  Each Member hereby represents and warrants
to the Company that:  (i) the Member has full power and authority to execute and
agree to this Agreement and to perform its obligations  hereunder,  and that all
actions necessary for the due authorization, execution, delivery and performance
of this Agreement by that Member have been duly taken;  (ii) the Member has duly
executed and delivered  this  Agreement;  and (iii) the Member's  authorization,
execution,  delivery, and performance of this Agreement do not conflict with any
other  agreement or  arrangement  to which the Member is a party or by which the
Member is bound.

7.8 Member Information

      (a) In  addition  to the  other  rights  specifically  set  forth  in this
Agreement,  each Member is entitled to the  information  to which that Member is
entitled to have access  pursuant to the Act,  under the  circumstances  therein
stated.

      (b) The  Members  acknowledge  that,  from time to time,  they may receive
information  from or  concerning  the Company in the nature of trade  secrets or
that otherwise is  confidential,  the release of which may damage the Company or
Persons with which it does business. Each Member shall hold in strict confidence
any  information  that it receives  concerning the Company that is identified as
being  confidential (and if that information is provided in writing,  that is so
marked) and may not disclose it to any Person  other than another  Member or the
Director,  except for  disclosures  (i)  compelled  by law (but the Member  must
notify  the  Director  promptly  of any  request  for that  information,  before
disclosing it, if legal and practicable);  (ii) to Persons to whom that Member's
Interest may be  transferred  as permitted  by this  Agreement,  but only if the
recipients  have agreed to be bound by the  provisions  of this  Section 7.8; or
(iii) of information that the Member also has received from a source independent
of the Company and the Member  reasonably  believes  that  source  obtained  the
information  without  breach of any obligation of  confidentiality.  The Members
acknowledge  that  breach  of the  provisions  of this  Section  7.8  may  cause
irreparable  injury to the Company for which  monetary  damages are  inadequate,
difficult  to  compute,  or  both.  Accordingly,  the  Members  agree  that  the
provisions of this Section 7.8 may be enforced by specific performance.

7.9 Membership Certificates. "MEMBERSHIP CERTIFICATES" in the form determined by
the Board may be  delivered  representing  all  Interests  to which  Members are
entitled.  If  issued,  such  Membership  Certificates  shall  be  consecutively
numbered, and shall be entered in the books of the Company and on the Membership
Register,  as they are issued.  Each Membership  Certificate  shall state on the
face thereof the holder's  name,  the Interests and such other matters as may be
required by applicable laws. Each such Membership Certificate shall be signed by
a Director  of the  Company  and may be sealed with the seal of the Company or a
facsimile thereof if adopted.  The signature of the Director upon the Membership
Certificates  may be  facsimile.  Subject to Article 10, upon  surrender  to the
Company of a Membership  Certificate  for Interests duly endorsed or accompanied
by proper evidence of succession,  assignment or authority to Transfer, it shall
be the duty of the Company to issue a new  Membership  Certificate to the person
entitled  thereto,   cancel  the  old  Membership  Certificate  and  record  the
transaction upon its books and records and the Membership Register.  Each Member
hereby agrees that the following legend, as the same may be amended by the Board
in its sole  discretion,  may be placed upon any  counterpart of this Agreement,
the Articles, or any other document or instrument evidencing ownership of Units:


                                       16
<PAGE>

      The sale, pledge,  hypothecation,  assignment or transfer of the ownership
      interest  represented  by this  CERTIFICATE OF OWNERSHIP is subject to the
      terms and  conditions  of the  Operating  Agreement  of Husker Ag, LLC, as
      amended  from  time to time.  Copies  of the  Operating  Agreement  may be
      obtained upon written request to the Board of Directors of Husker Ag, LLC.

                                  ARTICLE XIII
                               MEETINGS OF MEMBERS

8.1 Voting Power. The affirmative vote of Members holding a Majority in Interest
at a meeting at which there is a quorum present shall be the act of the Members;
provided,  however,  that the dissolution and winding up of the Company requires
the approval of Members  required  under Section  21-2622 of the Act, as amended
from time to time; provided,  however, in the event that the statute referred to
above is amended to require approval of Members holding less than eighty percent
(80%),  the  dissolution  and  winding  up of  the  Company  shall  require  the
affirmative  vote of Members  holding  eighty  percent  (80%) of the  Percentage
Interests. Provided, further, that a Super-Majority Vote of the Members shall be
required for approval of the following actions: (a) the sale,  exchange,  lease,
mortgage,  pledge or other transfer of all or substantially all of the assets of
the Company other than in the ordinary course of business; and (b) the merger or
consolidation of the Company with another entity.

8.2 Cumulative Voting. At each election for Directors,  every Member entitled to
vote at such election  shall have the right to vote, in person or by proxy,  the
number of Units owned by him or her for as many  persons as there are  Directors
to be  elected  and for  whose  election  he or she has a right to  vote,  or to
cumulate his or her votes by giving one candidate as many votes as the number of
such Directors  multiplied by the number of his or her Units, or by distributing
such votes on the same principle among any number of candidates.

8.3  Meetings of Members.  The annual  meeting of Members  shall be held on such
date as the Board shall by  resolution  specify  within a period  commencing  on
January 1 and  ending on June 30 in each  year,  beginning  with  2002.  At each
annual meeting, Members shall conduct such business as may be properly presented
to such  meeting.  If the day  fixed  for the  annual  meeting  shall be a legal
holiday, such meeting shall be held on the next succeeding business day. Special
meetings of Members of the  Company may be called by the  Chairman of the Board,
by any three (3)  Directors,  or upon the written  demand of Members  holding at
least a ten percent (10%) Percentage Interest and shall be held at the principal
place of business of the  Company,  or  elsewhere  as the notice of such meeting
shall direct. Members may attend any such meeting in person or by proxy.

8.4 Place of Meeting.  The Board of Directors may designate any place, either in
or out of the State of Nebraska,  as the place of meeting for any meeting. If no
designation  is made,  the place of  meeting  shall be the  Company's  principal
office.

8.5 Notice of Meetings.  Written  notice  stating the date time and place of the
meeting and a  description  of the purpose or purposes  for which the meeting is
called,   shall  be  mailed,   unless  oral  notice  is  reasonable   under  the
circumstances,  not fewer than ten (10) nor more than sixty (60)  calendar  days
before the date of the meeting, by or at the direction of the Board of Directors
to each Member of record entitled to vote at the meeting. If mailed, such notice
is  effective  when  mailed  addressed  to the  Member's  address  shown  in the
Company's current record of Members, with postage prepaid.

8.6  Quorum.  The  presence  of  Members  holding a majority  of the  Percentage
Interests in person or by proxy shall constitute a quorum for the transaction of
business.  If a quorum is not present at a meeting, a majority of the Percentage
Interests  represented may adjourn the meeting from time to time without further
notice.

                                       17
<PAGE>

                                   ARTICLE IX
                               WAIVER AND CONSENT

9.1 Written Waiver. Whenever any notice whatsoever is required to be given under
the  provisions of this Agreement or under the provisions of the Articles or the
Act, waiver thereof in writing, signed by the person or persons entitled to such
notice,  whether  before  or after  the time  stated  therein,  shall be  deemed
equivalent to the giving of such notice.

9.2 Waiver by  Attendance.  A Member's or Director's  attendance at a meeting of
the Members or Directors,  respectively:  (i) waives objection to lack of notice
or  defective  notice of the  meeting,  unless  the  Member or  Director  at the
beginning  of the meeting or promptly  upon the Member's or  Director's  arrival
objects to holding the meeting or transacting  business at the meeting, and (ii)
waives objection to consideration of a particular  matter at the meeting that is
not within the purpose or purposes  described in the meeting notice,  unless the
Member or Director objects to considering the matter when it is presented.

9.3 Consent to Action Without  Meeting.  Any action  required or permitted to be
taken by the  Members  or  Mangers  by vote may be taken  without a  meeting  on
written consent.  The consent shall set forth the actions so taken and be signed
by a Two-Third's Majority of the Members or Directors.


                                    ARTICLE X
                        TRANSFER OF MEMBERSHIP INTERESTS

10.1 Restrictions on Transfer. No Member shall Transfer all or any portion of an
Interest  without  the prior  written  consent of the Board of  Directors  which
consent  may be withheld in the sole  discretion  of the Board.  Notwithstanding
anything contained herein to the contrary, no Member shall Transfer any Unit if,
in the  determination of the Board,  such Transfer would cause the Company to be
treated  as a Publicly  Traded  Partnership,  and any  Transfer  of Unit(s)  not
approved by the Board of  Directors  or that would  result in a violation of the
restrictions  in this Agreement or applicable law shall be null and void with no
force or effect whatsoever,  and the intended transferee shall acquire no rights
in such Unit.

10.2 Permitted Transfers.  Subject to Section 10.1 above and the limits on total
maximum  ownership set forth in Section 4.3 of this  Agreement,  any Transfer of
Units  made in  accordance  with the  following  provisions  will  constitute  a
"PERMITTED TRANSFER" for purposes of this Agreement:

      (a) A Transfer  by a Member and any  related  persons  (as  defined in the
Code) in one or more transactions  during any thirty (30) calendar day period of
Interests  representing in the aggregate more than two percent (2%) of the total
Interests in Company;

      (b) A  Transfer  or series of  related  Transfers  by one or more  Members
(acting  together) which involves the Transfer of fifty percent (50%) or more of
the outstanding Units; or

      (c)  Transfers of Units  effected  through a Qualified  Matching  Services
Program; or

      (d) A  Transfer  by gift or  bequest  only to a  spouse  or  child of such
transferring Member, or to a trust established for the benefit of such spouse or
child, or to an existing Member of the Company upon ten (10) days' prior written
notice to the Company of such gift or bequest.

10.3  Conditions  Precedent to Transfers.  The Board of  Directors,  in its sole
discretion,  may elect not to  recognize  any Transfer of Units unless and until
the Company has received:

                                       18
<PAGE>

      (a) an opinion of counsel  (whose fees and expenses  shall be borne by the
transferor)  satisfactory  in form and substance to the Board that such Transfer
may be lawfully made without  registration  or  qualification  under  applicable
state and federal  securities  laws, or such Transfer is properly  registered or
qualified under applicable  state and federal  securities laws and if, requested
by the Company that such  Transfer will not cause the Company to be treated as a
Publicly Traded Partnership;

      (b)  such  documents  and  instruments  of  conveyance   executed  by  the
transferor  and  transferee as may be necessary or appropriate in the opinion of
counsel to the  Company to effect  such  Transfer,  except that in the case of a
Transfer of Units  involuntarily  by operation  of law,  the  Transfer  shall be
confirmed  by  presentation  of legal  evidence  of such  Transfer,  in form and
substance satisfactory to the Company;

      (c) the transferor's Membership Certificate;

      (d)  the  transferee's  taxpayer   identification  number  and  sufficient
information  to  determine  the  transferee's  initial tax basis in the interest
transferred,  and any other  information  reasonably  necessary  to  permit  the
Company to file all  required  federal and state tax  returns and other  legally
required information statements or returns;

      (e)  evidence  satisfactory  in form and  substance  to the Board that the
transferee meets the maximum Unit ownership  limitation set forth in Section 4.3
of this Agreement; and

      (f) other  conditions  on the Transfer of Units  adopted by the Board from
time to time as it deems appropriate, in its sole discretion.

10.4 Death of Member.

      (a) Upon the death of any Member, the estate or personal representative of
the deceased Member shall have the option to request the Company  repurchase the
deceased Member's Interest subject to and in accordance with the applicable Code
and Treasury Regulations  regarding Publicly Traded Partnerships.  If the estate
or personal  representative  makes such a request, the Company may elect, in its
sole  discretion and subject to Section  10.4(b) below, to purchase the deceased
Member's  Interest  at the Fair Market  Value of such  Interest in effect at the
date of death as determined in accordance  with Section 10.10 below,  and on the
terms and  conditions  set forth in Section  10.5 and Section  10.6 below.  This
option  may  be  exercised  by  the   deceased   Member's   estate  or  personal
representative  by providing  written  notice to the Company  within one hundred
twenty (120) days after the date of your death;  provided,  however, the Company
will not repurchase such interest  earlier than sixty (60) days after receipt of
the written  notice from the estate or personal  representative  requesting  the
purchase.

      (b) Any  Transfer  pursuant  to this  Section  10.4  shall be subject to a
determination  by the Board that such Transfer shall not cause the Company to be
deemed a Publicly  Traded  Partnership,  and such Transfer  shall be affected in
accordance with this Agreement,  the Code and applicable  Treasury  Regulations,
and shall be further  subject to the prior  approval  of the Board  which may be
withheld in its sole discretion.

10.5 Payment Terms. If the purchase price for an Interest  transferred  pursuant
to Section 10.4 above exceeds five  thousand  dollars  ($5,000.00),  the Company
shall have the option to pay for the Interest  purchased by paying five thousand
dollars  ($5,000) at Closing (as defined below) and executing a promissory  note
for the balance of the purchase price. The promissory note shall be paid in five
(5) equal annual  installments  due on the  anniversary  date of the Closing and
shall accrue  interest per annum at a rate  determined  by the Board which shall

                                       19
<PAGE>

not be less than the then  current  prime  rate  established  by any major  bank
selected  by the Board  for loans to the  bank's  most  creditworthy  commercial
borrowers.  The Company may prepay the promissory  note, in whole or in part, at
any time without penalty or premium.

10.6 Events in Connection with the Sale of Interests.

      (a) If there is a sale of Interest under Section 10.4 of this Agreement to
the Company, the closing ("CLOSING") shall occur at a time mutually agreeable to
the parties and in accordance  with the time periods set forth in the applicable
provision of this  Agreement;  provided,  however,  the Closing  shall not occur
until at least  sixty (60) days after the  Company's  receipt of notice from the
estate or personal representative requesting the Company repurchase the deceased
Member's  Interest,  but in no event  later than one hundred  twenty  (120) days
after the date of the Company's receipt of such notice.

      (b) In the  event  of a sale  of  Interest  under  Section  10.4  of  this
Agreement to the Company, the purchase price shall be increased or decreased, as
the case may be, by an amount equal to any indebtedness owed the deceased Member
by the Company,  or the  deduction of any  indebtedness  owed the Company by the
deceased Member, or both.

      (c) In the  event of the  sale of  Interests  under  this  Agreement  by a
Member,  all rights of the Member with respect to the  Interest,  including  the
right to vote such  Interest and to receive  distributions,  shall  terminate at
Closing, except for the Member's right to receive payment therefor.

10.7 Redemption of Interests.

      (a) A Member (the  "REQUESTING  MEMBER") may request  redemption of his or
her Interest upon not less than sixty (60) calendar  days' prior written  notice
to the Board of Directors.  The Board, in its sole  discretion,  shall determine
whether to redeem such  Interest and the Board is under no  obligation to redeem
any Interest of any Requesting Member.

      (b)  Notwithstanding  anything  contained  herein  to  the  contrary,  any
redemption  pursuant to this Section 10.7 shall be subject to a determination by
the Board,  in its sole  discretion,  that such  redemption  shall not cause the
Company to be deemed a Publicly Traded Partnership, and such redemption shall be
affected in accordance  with this  Agreement,  the Code and applicable  Treasury
Regulations,  and shall be further  subject to the prior  approval  of the Board
which may be withheld in its sole discretion.

10.8 Redemption Payment.

      (a) Upon the  redemption of a Member under Section  10.7,  the  Requesting
Member  shall be  entitled to a payment  equal to the Fair Market  Value of such
Member's  Interest  in  the  Company  as of  the  effective  date  of  the  (the
"REDEMPTION  PAYMENT");  provided,  however,  if the  remaining  Members  of the
Company  agree to dissolve the Company in  accordance  with Section 13.1 of this
Agreement,  then in no event  shall  such  Member be  entitled  to a  Redemption
Payment,  but such Member will be entitled to such Member's  share of the assets
of the Company pursuant to Section 13.3 below.

      (b) The  Redemption  Payment  shall not be paid until at least  sixty (60)
days  after the  Company's  receipt  of the notice  from the  Requesting  Member
required under Section  10.7(a) above.  The Redemption  Payment shall be paid in
cash, or if the Redemption  Payment exceeds five thousand dollars ($5,000),  the
Company  shall have the  option to pay the  Redemption  Payment  by paying  five
thousand  dollars  ($5,000)  upon  the  effective  date  of the  redemption  and
executing a promissory note for the balance of the Redemption Payment. Such note
shall be dated and delivered on the effective  date of the  withdrawal and shall

                                       20
<PAGE>

be paid in five (5) equal annual installments due on the anniversary date of the
withdrawal and shall accrue interest per annum at a rate determined by the Board
which  shall not be less than the then  current  prime rate  established  by any
major  bank  selected  by the Board for loans to the  bank's  most  creditworthy
commercial borrowers. The Company may prepay the promissory note, in whole or in
part, at any time without penalty or premium.

      (c) The  Redemption  Payment shall be increased or decreased,  as the case
may be, by an amount equal to any indebtedness owed the Requesting Member by the
Company, or the deduction of any indebtedness owed the Company by the Requesting
Member,  or both.  All  rights  of the  Member  with  respect  to the  Interest,
including  the right to vote such Interest and to receive  distributions,  shall
terminate at Closing,  except for the Member's right to receive payment therefor
upon  the  effective  date  of the  redemption  which  shall  be  determined  in
accordance with Section 10.9 below.

10.9 Effective Date of Transfer.

      (a) Any Transfer of a Unit shall be deemed  effective as of the day of the
month and year:  (i) which the  Transfer  occurs  (as  reflected  by the form of
assignment);  and (ii) the  transferee's  name and  address  and the  nature and
extent of the  Transfer are  reflected in the records of the Company;  provided,
however,  the effective date of a Transfer for purposes of allocation of Profits
and Losses and for Distributions shall be determined pursuant to Section 10.9(b)
below.  Any  transferee  of a Unit shall take  subject  to the  restrictions  on
Transfer imposed by this Agreement.

      (b) The Board, in its sole  discretion,  may establish  interim periods in
which Transfers may occur (the "INTERIM TRANSFER PERIODS");  provided,  however,
the Board  shall  provide  Members  reasonable  notice of the  Interim  Transfer
Periods and advance notice of any change to the Interim  Transfer  Periods.  For
purposes of making  allocations of Profits and Losses,  and  Distributions,  the
Company will use the interim  closing of the books  method  (rather than a daily
proration of profit or loss for the entire period) and recognize the Transfer as
of the first day  following  the close of Interim  Transfer  Period in which the
Member complied with the notice,  documentation and information  requirements of
Article 10. All  Distributions  on or before the end of the  applicable  Interim
Transfer Period in which such requirements have been substantially complied with
shall be made to the transferor and all  Distributions  thereafter shall be made
to the  transferee.  The Board the authority to adopt other  reasonable  methods
and/or conventions.

      (c) The  Board  shall  have the  power  and  authority  to  adopt  another
reasonable  method  and/or  convention  with  respect  to such  allocations  and
distributions;  provided,  neither the Company,  the Board, any Director nor any
Member shall incur any liability for making  allocations  and  distributions  in
accordance  with the provisions of this Section 10.9 (other than tax liabilities
which may be incurred by  Members),  whether or not the Board or any Director or
the Company or any Member has  knowledge  of any  Transfer of  ownership  of any
Interest in the Company.

10.10 Fair Market Value.  Upon the Transfer of any Interest  pursuant to Section
10.4, or the  redemption of an Interest  pursuant to Section 10.7,  the purchase
price or  Redemption  Payment  shall be  equal to the Fair  Market  Value of the
Interest. "Fair Market Value" of an Interest on any date shall, unless otherwise
specifically provided in this Agreement, be equal to the most recent fair market
valuation  determination  of the per Unit  value of the  Company by the Board in
good faith;  provided,  that such  valuation  shall be  calculated on a basis as
consistent  as  practicable  from  period to period.  The Board may, in its sole


                                       21
<PAGE>

discretion,  employ the advice of independent and qualified professionals in the
determination  of the Fair Market Value,  but is not under any  obligation to do
so. The Fair Market Value of the Company shall be determined at least  annually.
Valuations  shall generally be performed,  at the discretion of the Board, as of
the end of each fiscal year of the Company's operations at the annual meeting of
the Board;  however,  the Board,  in its sole  discretion,  may have fair market
valuations of the Company  performed at any time or from time to time during any
year and, except as otherwise  specifically  provided in this  Agreement,  shall
utilize the results of the most recent  valuation in determining the Fair Market
Value of an  Interest  for  purposes of this  Agreement.  No Member or any party
other than the Board  shall  have the right to require or request  that a new or
more recent  valuation be performed for purposes of determining  the Fair Market
Value of the Company or an Interest  hereunder.  The Company shall not establish
the Fair Market Value more than four (4) times during the Company's taxable year

10.11 Expenses.  Except as otherwise  expressly provided herein, all expenses of
the Company  incident to the  admission  of the  transferee  to the Company as a
Member shall be charged to and paid by the transferring Member.

10.12  Pledged  Units.  Subject  to  Section  10.1 above and the limits on total
maximum ownership set forth in Section 4.3 of this Agreement,  in the event that
any Member pledges or otherwise  encumbers any part of its Units as security for
the payment of a debt, any such pledge or  hypothecation  shall be made pursuant
to a pledge or  hypothecation  agreement  that  requires  the pledgee or secured
party to be bound by all of the terms and  conditions of this Article 10. In the
event such pledgee or secured party becomes a Member  hereunder  pursuant to the
exercise of such party's  rights under such pledge or  hypothecation  agreement,
such pledgee or secured party shall be bound by all of the terms and  conditions
of this  Agreement.  In such  case,  such  pledgee  or  secured  party,  and any
transferee  or  purchaser  of the Units held by such  pledgee or secured  party,
shall not have any voting rights associated with such Units unless and until the
Directors  have  approved in writing and  admitted as a Member  hereunder,  such
pledgee, secured party, transferee or purchaser of such Units.


                                   ARTICLE XI
                      RECORDS, FINANCIAL AND TAX REPORTING

11.1  Records  and  Accounting.  The books of account  and other  records of the
Company shall be maintained at the Company's  principal  place of business.  The
Company  shall  prepare  its  financial   statements  using  generally  accepted
accounting principles, consistently applied.

11.2  Tax  Information.  The  Board  will use its  best  efforts  to cause to be
delivered,  as soon as  practical  after  the  end of  each  fiscal  year of the
Company, to the Members and Persons who were Members during such fiscal year all
information  concerning the Company necessary to enable such Member or Person to
prepare  such  Member's (or  Person's)  Federal and state income tax returns for
such fiscal year,  including a statement  indicating such Member's (or Person's)
share of  Profits,  Losses,  deductions  and  credits  for such  fiscal year for
Federal and state income tax purposes,  and the amount of any Distribution  made
to or for the account of such Member or Person  during such fiscal year pursuant
to this Agreement.

11.3 Tax Returns. The Board shall cause income tax returns for the Company to be
prepared and timely filed in accordance with applicable law.

11.4 Tax Matter  Member.  JACK G. FRAHM is hereby  appointed  and  authorized to
perform all duties  imposed by Sections 6221 and 6232 of the Code as "tax matter
partner"  of the  Company.  The  Company  shall  indemnify,  to the full  extent
permitted by law, the tax matter partner from and against any damages and losses
(including  attorneys'  fees) arising out of or incurred in connection  with any
action taken or omitted to be taken by in carrying out  responsibilities  as tax
matter  partner,  provided  such  action  taken or  omitted to be taken does not
constitute fraud, gross negligence or willful misconduct.

                                       22
<PAGE>

11.5 Access to Books and Records.

      (a) A Member of the  Company  shall be entitled to inspect and copy during
regular business hours at the Company's  principal office the following  records
if he or she gives the Company written notice of his or her demand at least five
business days before the date on which he or she wishes to inspect and copy:

            (i) Articles or Restated Articles of Organization and all amendments
      thereto currently in effect;

            (ii) Operating Agreement and all restatements and amendments thereto
      currently in effect;

            (iii) Minutes of all Member meetings and records of all action taken
      by Members without a meeting for the past three years;

            (iv) All written  communications to the Members generally within the
      past three years;

            (v) Annual  financial  statements that include a balance sheet as of
      the end of the  fiscal  year,  an  income  statement  for that  year and a
      statement  of  changes  in  Members'  equity  for that  year  unless  such
      information appears elsewhere in the financial statements,  along with the
      accountant's  report if the annual financial  statements are reported upon
      by a public accountant;

            (vi) A list of the names and  business  addresses  of the  Company's
      current directors and officers; and

            (vii) The most recent annual report  delivered by the Company to the
      Nebraska Secretary of State.

      (b) A Member shall be entitled to inspect and copy during regular business
hours at a reasonable  location  specified  by the Company any of the  following
records of the Company if the Member meets the  requirements  of Section 11.5(c)
below and gives the  Company  written  notice of his or her demand at least five
business days before the date on which he or she wishes to inspect and copy:

            (i) Excerpts  from minutes of any meeting of the Board of Directors,
      records  of any  action of a  committee  of the Board of  Directors  while
      acting  in place of the  Board of  Directors  on  behalf  of the  Company,
      minutes of any meeting of the Members,  and records of action taken by the
      Members or Board of Directors without a meeting, to the extent not subject
      to inspection under subsection (1) of this section;

            (ii) Accounting records of the Company; and

            (iii) The Membership Register.

      (c) A Member may inspect and copy the records described in Section 11.5(b)
above  only if: (i) the  Member's  demand is made in good faith and for a proper
purpose;  (ii) the Member  describes with  reasonable  particularity  his or her
purpose and the records he or she desires to inspect;  and (iii) the records are
directly connected with the Member's purpose.

                                       23
<PAGE>

                                   ARTICLE XII
                                 FISCAL AFFAIRS

12.1 Elections.

      (a) The Board of Directors  may elect to adjust the basis of the assets of
the Company for federal  income tax purposes in  accordance  with Section 754 of
the Code in the event of a  distribution  of Company  property as  described  in
Section  734 of the Code or a  transfer  by any Member of the  Interest  of such
Member in the Company as described in Section 743 of the Code.

      (b) The Board of  Directors,  at any time and from time to time,  may also
make  such  other tax  elections  as it deems  necessary  or  desirable,  in its
discretion.

12.2  Interim  Closing of the Books.  There  shall be an interim  closing of the
books of account of the  Company  (i) at any time a taxable  year of the Company
shall end  pursuant to the Code,  and (ii) at any other time  determined  by the
Board of  Directors  to be required  for good  accounting  practice or otherwise
appropriate under the circumstances.


                                  ARTICLE XIII
                           TERMINATION AND DISSOLUTION

13.1  Events  Requiring  Termination  and  Dissolution.  The  Company  shall  be
dissolved  upon the  occurrence  of any event  which  would  make  unlawful  the
continuing existence of the Company or in accordance with Section 21-2622 of the
Act,  as amended  from time to time;  provided,  however,  in the event that the
statute referred to above is amended to require approval of Members holding less
than eighty percent (80%) of the Percentage Interests, the Company shall only be
dissolved  upon the  approval of Members  holding  eighty  percent  (80%) of the
Percentage Interests (each a "LIQUIDATING EVENT").

13.2 Winding Up Period.  Upon the occurrence of a Liquidating Event, the Company
shall  continue  solely for the purposes of winding up its affairs in an orderly
manner,  liquidating its assets,  and satisfying the claims of its creditors and
Members.  No Member  shall take any action  that is  inconsistent  with,  or not
necessary  to or  appropriate  for,  the winding up the  Company's  business and
affairs.  To the extent not inconsistent  with the foregoing,  all covenants and
obligations in this Agreement shall continue in full force and effect until such
time as the assets of the Company have been distributed pursuant to this Section
and the Company has  terminated.  The Board shall be responsible  for overseeing
the winding up and  liquidation  of the Company,  shall take full account of the
Company's  liabilities  and assets,  shall cause the assets to be  liquidated as
promptly as is consistent with obtaining the Value thereof,  and shall cause the
proceeds  therefrom,  to the  extent  sufficient  therefor,  to be  applied  and
distributed in the manner required by the Act.  Without  limiting the generality
of the  foregoing,  the Board of Directors,  in carrying out such winding up and
distribution,  shall have full power and authority to sell the Company's assets,
or any part thereof, or to distribute the same in kind to the Members.

13.3 Distribution.

      (a) Upon the occurrence of a Liquidating  Event and the dissolution of the
Company, the affairs of the Company shall be wound up in accordance with Section
13.2  above.  The  fair  market  value of the  assets  of the  Company  shall be
determined,  with the Value of any real or personal property held by the Company
being  determined in accordance  with  paragraph (e) of Section 5.8 and the fair
market  value of any other  assets held by the  Company  (other than cash) being
determined by an independent  appraiser  selected by the Board.  Thereupon,  the

                                       24
<PAGE>

assets of the Company shall be  distributed  in the following  manner and order:
(i) to the claims of all  creditors  of the Company,  including  Members who are
creditors, to the extent permitted by law, in satisfaction of liabilities of the
Company,  other than liabilities for  distributions to Members;  (ii) to Members
and former Members in satisfaction of liabilities for distribution,  pursuant to
Section 21-2625(1)(b) of the Act, and (iii) to the Members with positive Capital
Account Balances in accordance with their Percentage Interests. Each such Member
entitled  to a  distribution  of any assets of the  Company,  pursuant to clause
(iii) of this paragraph (a), shall receive such Member's share of such assets in
cash or in kind, and the portion of such share that is received in cash may vary
from Member to Member,  all as the Board of  Directors in their  discretion  may
decide.  If  distributions  to any Member  upon  termination  of the Company are
insufficient  to return to such Member the full amount of such Member's  Capital
Contribution, such Member shall have no recourse against the Board of Directors,
the Company or against any other Member.

      (b)  In  the   discretion  of  the  Board,  a  Pro  Rata  portion  of  the
distributions  that would  otherwise be made to the Members  pursuant to Section
13.3(a) hereof may be:

            (i)  distributed  to a  trust  established  for the  benefit  of the
      Members for the purposes of liquidating Company assets, collecting amounts
      owed to the Company,  and paying any contingent or unforeseen  liabilities
      or  obligations  of the  Company or of the  Members  arising  out of or in
      connection  with  the  Company.  The  assets  of any such  trust  shall be
      distributed to the Members from time to time, in the reasonable discretion
      of the Board,  in the same  proportions as the amount  distributed to such
      trust by the Company would otherwise have been  distributed to the Members
      pursuant to Section 13.3(a) hereof; or

            (ii)   withheld  to  provide  a   reasonable   reserve  for  Company
      liabilities  (contingent  or  otherwise)  and to  reflect  the  unrealized
      portion of any installment obligations owed to the Company,  provided that
      such  withheld  amounts  shall be  distributed  to the  Members  as soon a
      practicable.

13.4.  Deficit Capital Account  Balance.  The Members shall have no liability to
the Company, to the other Members, or to the creditors of the Company on account
of any deficit  balance in such Member's  Capital  Account Balance except to the
extent such deficit arises from the failure of the Member to contribute the full
amount of its Capital Contribution.  The Company shall be solely responsible for
payment of liabilities to its creditors.


                                   ARTICLE XIV
                                  MISCELLANEOUS

14.1 Notices.  All Notices or other communications under this Agreement shall be
in writing (unless otherwise  expressly provided herein) and shall be considered
properly given if delivered by hand or mailed by first class United States Mail,
postage  prepaid,  addressed in care of the  respective  Members or Directors at
their last-known  address.  Notice may also be delivered by means of a confirmed
telecopy,  provided the original of the notice is also promptly deposited in the
United  States Mail,  first class postage  prepaid,  addressed to the Members or
Director's  at such  address.  Notice of change of address shall be given to the
Company by hand or first class united States Mail,  after the date of receipt of
which notice, the change of address shall be effective. Unless actual receipt of
a notice is required by an express  provision  hereof,  any such notice shall be
deemed  to be  effective  as of the  earliest  of (a) the  date of  delivery  or
confirmed telecopy,  or (b) the third business day following the date of deposit
with the United States Post Office or in a regularly  maintained  receptacle for
the deposit of United  States Mail.  Any refusal to accept  delivery of any such
communication shall be considered successful delivery thereof.

                                       25
<PAGE>

14.2 Insurance. The Company may purchase and maintain insurance on behalf of any
person who is or was a Director,  Member, employee or agent of the Company or is
or was serving at the request of the  Company as a  Director,  member,  officer,
director,  employee or agent of another limited liability company,  corporation,
partnership,  joint venture,  trust, or other enterprise,  against any liability
asserted against such person and incurred in any such capacity or arising out of
his or her status as such.

14.3  Successors.  This  Agreement and all of the terms and  provisions  thereof
shall be binding upon the Directors and all Members and their  respective  legal
representatives, heirs, successors and permitted assigns.

14.4  Applicable  Law.  This  Agreement  and the rights and  obligations  of the
Members  thereunder  shall be construed  and  interpreted  under the laws of the
State of Nebraska without regard to its conflict of law principals.

14.5  Amendments.  This Agreement may not be modified or amended except upon the
Super-Majority Vote of the Board or upon an affirmative vote of Two-Thirds (2/3)
Majority of the Members.  Upon the  modification or amendment of this Agreement,
the Board shall  promptly  execute  such  amendments  or other  documents as the
Company deems  appropriate to reflect such amendments under the law of the State
of Nebraska. In the event the Board materially modifies or amends this Agreement
pursuant to this Section 14.5, the Board shall send notice to the Members of the
material  modification or amendment within a reasonable period of time after the
effective date of such modification or amendment.

14.6 Waiver of Partition.  Each of the Members of the Company irrevocably waives
any right to maintain any action for  partition  with respect to the property of
the Company.

14.7  Company  Property.  The legal  title to any real or  personal  property or
interest therein now or hereafter  acquired by the Company shall be owned,  held
or operated in the name of the Company, and no Member, individually,  shall have
any ownership interest in such property.

14.8 Acceptance of Prior Acts by New Members.  Each Person becoming a Member, by
becoming a Member,  ratifies all action duly taken by the  Company,  pursuant to
the terms of this Agreement, prior to the date such person becomes a Member.

14.9 Section Headings. The division of this Agreement into sections, subsections
and  exhibits  is for  convenience  of  reference  only and shall not affect the
interpretation or construction of this Agreement.

14.10 Severability. In the event that one or more of the provisions contained in
this Agreement or any portions thereof are unenforceable or are declared invalid
for any reason  whatsoever,  such  enforceability or invalidity shall not affect
the  enforceability  or  validity  of the  remaining  terms or  portions of this
Agreement,  and each such  unenforceable  or  invalid  portion  hereof  shall be
severable  from  the  remainder  of this  Agreement  and the  remainder  of this
Agreement shall be interpreted as if such  unenforceable or invalid provision or
portion thereof had not been included as a part thereof.

14.11 Agreement for Further Execution. At any time or times, upon the request of
the Board,  the Members agree to sign and swear to any  certificate  required by
the  Act,  to  sign  and  swear  to any  amendment  to or  cancellation  of such
certificate  whenever such  amendment or  cancellation  is required by law or by
this  Agreement,  and to cause the filing of any of the same of record  wherever
such filing is required by law.

14.12 Time. Time is an essential element to the performance of this Agreement by
each Member.

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<PAGE>

14.13 Copies Reliable and Admissible. This Agreement shall be considered to have
been  executed by a person if there exists a  photocopy,  facsimile  copy,  or a
photocopy of a facsimile copy of an original  hereof or of a counterpart  hereof
which  has been  signed  by such  person.  Any  photocopy,  facsimile  copy,  or
photocopy of facsimile copy of this  Agreement or a counterpart  hereof shall be
admissible into evidence in any proceeding as though the same were an original.

14.14 Entire  Agreement.  This Agreement is the sole operating  agreement of the
Company and  constitutes the entire  agreement among the parties;  it supersedes
any prior agreements or understandings  among the parties,  oral or written, all
of which are hereby canceled.

14.15 Gender. Whenever the context shall require, each term stated in either the
singular or plural shall  include the singular and the plural,  and masculine or
neuter pronouns shall include the masculine, the feminine and the neuter.

14.16 No Waiver. No failure or delay on the part of any Member in exercising any
rights  under this  Agreement,  or in  insisting  on strict  performance  of any
covenant or condition contained in this Agreement,  shall operate as a waiver of
any of such Member's rights hereunder.

14.17 Submission to  Jurisdiction.  Each of the parties to this Agreement hereby
submits to the  jurisdiction of and agrees that suit will only be brought in the
state or federal court sitting in Omaha,  Nebraska (the "NEBRASKA COURT") in any
action  or  proceeding  arising  out of or  relating  to this  Agreement  or the
transactions contemplated hereby. Each party also agrees not to bring any action
or proceeding  arising out of or relating to this Agreement or the  transactions
contemplated  thereby in any other court  except as may be  necessary to enforce
any  judgment or order of the  Nebraska  Court.  Each of the parties  waives any
defense of inconvenient  forum to the maintenance of any action or proceeding so
brought and waives any bond,  surety or other security that might be required of
any other party with respect thereto.

14.18 Specific Performance. Each of the parties acknowledges and agrees that the
other party would be damaged  irreparably  in the event any of the provisions of
this  Agreement  are not performed in accordance  with their  specific  terms or
otherwise are breached.  Accordingly,  each of the parties agrees that the other
parties shall be entitled,  without  posting a bond or other  collateral,  to an
injunction  or  injunctions  to  prevent  breaches  of the  provisions  of  this
Agreement  and  to  enforce  specifically  this  Agreement  and  the  terms  and
provisions hereof in any action instituted in the Nebraska Court, in addition to
any other remedy to which it may be entitled, at law or in equity.

14.19 Counterparts. This Agreement may be executed in several counterparts, each
of which shall be deemed an original but all of which shall  constitute  one and
the same instrument.

14.20  Creditors.  None of the  provisions  of this  Agreement  shall be for the
benefit of or enforceable by any creditors of the Company.



THIS SECOND AMENDED AND RESTATED OPERATING  AGREEMENT INCLUDES AMENDMENT NO.'S
1 THROUGH 9.

DATED AS OF FEBRUARY 17, 2004.


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