<PAGE>

                                  Exhibit 3.10
                            Articles of Organization
                             Seven KH Aviation, LLC

                                       69

<PAGE>

 Sec. 183.0202                  State of Wisconsin
 Wis. Stats.            Department of Financial Institutions

ARTICLES OF ORGANIZATION - LIMITED LIABILITY COMPANY

Executed by the undersigned for the purpose of forming a Wisconsin limited
liability company under Ch. 183 of the Wisconsin Statutes:

Article 1. Name of the limited liability company:

           Seven KH Aviation, LLC
           ---------------------------------------------------------------------

Article 2. The limited liability company is organized under Ch. 183 of the
           Wisconsin Statutes.

Article 3. Name of the initial registered agent:  CT Corporation System
                                                  ------------------------------

Article 4. Street address of the initial registered
           office: (The complete address, including    44 East Mifflin Street
           street and number, if assigned, and ZIP    --------------------------
           code. P O Box address may be included as
           part of the address, but is insufficient   Madison, WI 53703
           alone.)                                    --------------------------

Article 5. Management of the limited liability company shall be vested in:
           (Select and check (X) the one appropriate choice below)

          ([X]) a manager or managers
OR
          ([_])its members

Article 6. Name and complete address of each organizer:

Todd W. Burkett
Leo and Associates
200 Randolph Avenue, Suite 200
Huntsville, AL 35803



---------------------------------           -------------------------------
      Organizer's signature                       Organizer's signature


This document was drafted by   Todd W. Burkett
                              --------------------------------------------------
                                (Name the individual who drafted the document)

 . OPTIONAL- Second choice company name if first choice is not available:


--------------------------------------------------------------------------------
FILING FEE - $170.00 SEE instructions, suggestions, and procedures on following
pages. (Note: Electronic edition of this form is "Quickstart LLC," available at
www.wdfi.oi 2 at a lower fee.) DFI/CORP/502(R3/01) Use of this form is
voluntary.

                                                                          1 of 2

<PAGE>

ARTICLES OF ORGANIZATION - Limited Liability Company

  Todd W. Burkett
  Leo and Associates
  200 Randolph Avenue, Suite 200
  Huntsville AL 35803


..  Your name, return address and phone number during the day (/(256)/)539-60 1)

 INSTRUCTIONS (Ref. sec. 183.0202 Wis. Stats. for document content)

Submit one original and one exact copy to Dept. of Financial Institutions, P 0
Box 7840 Madison WI, 53707-7846, together with a FILING FEE of $l70.00) payable
to the department. (If sent by Express or Priority U.S. mail, address to 345 W.
Washington Av, 3/rd/ Floor. Madison WI. 53703). The original must include an
original manual signature, per sec. 183.0107(2), Wis. Stats. This document can
be made available in alternate formats upon request to qualifying individuals
with disabilities. Upon filing, the information in this document becomes public
and might be used for purposes other than that for which it was originally
furnished. If you have any questions, please contact the Division of Corporate &
Consumer Services at 608-261-7577. Hearing-impaired may call 608-266-8818 for


Article 1. The name must contain the words "limited liability company" or
"limited liability co." or end with the abbreviation "L.L.C." or "LLC". If you
wish to provide a second choice name that you would accept if your first choice
is not available, enter it in the "Optional" area on page 1.

Article 2. This statement is required by sec. 183.0202(1).

Articles 3 & 4. The company must have a registered agent located at a registered
office in Wisconsin. The address of the registered office is to describe the
physical location where the registered agent maintains their business office.
Provide the street number and name, city and ZIP code in Wisconsin P O Box
addresses may be included as part of the address, but are insufficient alone.
The company may not name itself as its own registered agent.

Article 5. Indicate whether management of the company will be vested in a
manager or managers, or in its members. Select only one choice. (Ref. sec.
183.0401, Wis. Stats.)

Article 6. Print or typewrite the name and complete address of each organizer.
At least one organizer is required to sign the document, although all organizers
may sign.

If the document is executed in Wisconsin, sec. 182.01(3), Wis. Stats., provides
that it shall not be filed unless the name of the drafter (either an individual
or a governmental agency) is printed in a legible manner. If the document is not
executed in Wisconsin, enter that remark.

This document may declare a delayed effective date. To do so, enter a remark:
"This document has a delayed effective date of (enter the future date)." The
delayed effective date may not before, or more than 90 days after, the document
is received by the Department of Financial Institutions for filing.

NOTE: The articles of organization may contain only that information required
under items 1 through 6. The company may create a separate operating agreement
that includes additional information.

                                                                          2 of 2

<PAGE>

                                  Exhibit 3.10

                               OPERATING AGREEMENT

                                       OF

                             SEVEN KH AVIATION, LLC,

                      a Wisconsin limited liability company



                                       71

<PAGE>

                               OPERATING AGREEMENT

                                       OF

                             SEVEN KH AVIATION, LLC,

                      a Wisconsin limited liability company

<TABLE>
<CAPTION>
                                Table of Contents
<S>               <C>
Article 1         General Provisions

Section 1.1       Name
Section 1.2       Registered Office and Agent
                  (a)  Initial Office and Agent
                  (b)  Changes
                  (c)  Filing on Change

Section 1.3       Purpose
Section 1.4       Taxes

Article 2         Capital

Section 2.1       Capital Contributions
Section 2.2       Share Certificates
Section 2.3       Recording of Transfers of Shares
Section 2.4       Additional Capital

Article 3         Distributions

Section 3.1       Tax Distributions
                  (a)  Current Tax Distributions
                  (b)  Additional Tax Distributions
                  (c)  Net Tax Rate

Section 3.2       Current Distributions
Section 3.3       Liquidating Distribution

Article 4         Allocation of Profits and Losses

Section 4.1       Profits and Losses
Section 4.2       Tax Allocations
                  (a)  Imputed Interest
                  (b)  Capital Contributions
                  (c)  Elections (d) Income Tax Consequences

Article 5         Actions by Members

Section 5.1       Manner of Acting
Section 5.2       Determination of Affirmative Vote
Section 5.3       Voting
Section 5.4       Meetings
Section 5.5       Records
Section 5.6       Restriction on Members

Article 6         Management of Company

Section 6.1       Managing Board
                  (a)  Managers
                  (b)  Authority and Powers of Board of Managers
                  (c)  Actions by Board of Managers
</TABLE>

                                       72

<PAGE>

<TABLE>
<S>               <C>
                  (d)  Time
                  (e)  Emergency Actions

Section 6.2       Officers

                  (a)  Number of Officers
                  (b)  Appointment and Term of Office
                  (c)  Chairperson and Vice-Chairperson of the Board
                  (d)  Chief Executive Officer
                  (e)  President
                  (f)  Vice President
                  (g)  Secretary
                  (h)  Treasurer
                  (i)  Assistant Secretaries and Assistant Treasurers

Section 6.3       Restrictions on Authority of Board of Managers and Officers
Section 6.4       Duties and Obligations of Managers and Officers

                  (a)  Operations
                  (b)  Tax Returns

Section 6.5       Expenses

Article 7         Transfer of Percentage Interests

Section 7.1       Restrictions on Transfers
Section 7.2       Involuntary Transfer

                  (a)  Notice to Company
                  (b)  Option to Purchase
                  (c)  Failure to Exercise

Section 7.3       Voluntary Withdrawal
Section 7.4       Effect of Transfers

                  (a)  Transfers
                  (b)  Dissociation
                  (c)  Voting After Dissociation

Section 7.5       Time and Place of Closing
Section 7.6       Transfer and Payment of Purchase Price
Section 7.7       Subordination
Section 7.8       Specific Performance

Article 8         Absolute Restrictions on Transfers

Section 8.1       Legal Compliance
Section 8.2       Other Restrictions

                  (a)  Notification

                  (b)  Execution of Documents

Article 9         Dissociation and Dissolution, Termination,
                  and Liquidation of Company

Section 9.1       Dissociation

                  (a)  Events of Dissociation
                  (b)  Effect of Dissociation

Section 9.2       Events Causing Dissolution
Section 9.3       Termination
Section 9.4       Liquidation

                  (a)  Payment of Debts to Third Parties
                  (b)  Payment of Debts to Members
                  (c)  Payment of Distributions to Members
                  (d)  Reserve

Section 9.5       Filing and Notice
Section 9.6       Distributions in Kind
Section 9.7       Limitation on Liability
</TABLE>

                                       73

<PAGE>

<TABLE>
<S>               <C>
Article 10        Books and Records

Section 10.1      Books and Records
Section 10.2      Company Funds
Section 10.3      Availability of Information

Article 11        Reports

Article 12        Miscellaneous
Section 12.1      Amendments to Operating Agreement
Section 12.2      Binding Provisions
Section 12.3      Applicable Law
Section 12.4      Separability of Provisions
Section 12.5      Headings
Section 12.6      Interpretation
Section 12.7      Dispute Resolution
Section 12.8      Notice
Section 12.9      Counterparts

Exhibit A         Capital Contributions and Percentage Interests of Members
</TABLE>

                                       74

<PAGE>

         THIS OPERATING AGREEMENT is made and entered into as of April 15, 2002,
by American Builders & Contractors Supply Co., Inc. (the "Members") of Seven KH
Aviation, LLC, a Wisconsin limited liability company, for the purposes of
providing the rights, obligations, and restrictions as set forth in this
Operating Agreement with the force and effect of an operating agreement as
provided for in the Wisconsin Limited Liability Company Law (the "WLLCL").

         In consideration of the mutual promises made in this Operating
Agreement, the parties agree to manage and operate the Company pursuant to this
Operating Agreement as follows:

                                    ARTICLE 1
                               General Provisions

Section 1.1. Name. The name of the Company is Seven KH Aviation, LLC.

Section 1.2. Registered Office and Agent.

         (a) Initial Office and Agent. The principal place of business of the
Company shall initially be One ABC Parkway, Beloit, Wisconsin 53511. The
Company's Registered Agent shall be CT Corporation System and the Company's
Registered Office shall be 44 East Mifflin Street, Madison, Wisconsin 53703, as
shown on the Company's Articles of Organization.

         (b) Changes. A subsequent Person shall be the new Registered Agent and
shall change the Registered Office, if appropriate, if the then-current
Registered Agent resigns or is removed or the Members or Board of Managers
determine to make such an appointment or change.

         (c) Filing on Change. Upon the appointment of a new Registered Agent or
the change of the Registered Office, the Members or Board of Managers shall file
or cause the filing of the document required by section 183.0105 of the WLLCL as
appropriate to the circumstances.

Section 1.3. Purpose. The Company's purpose and business is to own and operate
aircraft and engage in any other lawful business whatsoever.

Section 1.4 Taxes. The Board of Managers and the Officers shall take such
actions as are necessary to ensure that the Company is taxed as a partnership
and not as a corporation.

                                    ARTICLE 2
                                     Capital

Section 2.1. Capital Contributions. The equity of the Company shall be divided
into percentage interests (the "Percentage Interests") based on the relative
capital contributions made by the Members, as set forth opposite their names on
Exhibit A. The Members shall contribute to the Company all of the capital
contributions set forth on Exhibit A as their capital contribution in exchange
for their Percentage Interests. Such transfer shall be by means of such
instruments as the Company deems appropriate in its sole discretion. The Company
shall issue shares ("Shares") to represent the Percentage Interests, in the
amounts set forth opposite each member's name on Exhibit A:

Section 2.2. Share Certificates. Shares shall be evidenced by numbered
certificates in such form as shall be approved by the Company's Board of
Managers, signed by any one or more of the Managers or Officers of the Company.
Any such Share certificate shall be kept in a book and shall be issued in
consecutive order. The name of the Person owning the Share(s), the number of
Shares owned by the Member which are represented by such certificate, and the
date of issue shall be issued on each certificate. Share certificates exchanged
or returned will be cancelled by the Board of Managers and returned to their
original place in the book of Shares.

Section 2.3. Recording of Transfers of Shares. Transfers of Shares shall be made
on the books of the Company by the transferring Shareholder in person or by
power of attorney, duly assigned to the transferee, and only upon compliance
with the provisions of this Operating Agreement.

                                       75

<PAGE>

Section 2.4. Additional Capital. The Members shall not be required to make any
additional capital contributions or loans to the Company. If the Members
determine that the Company capital is or is soon likely to become insufficient
for the conduct of the Company's business, they shall attempt to borrow funds
from Members or third parties on such terms and conditions as are reasonable
under the circumstances.

                                    ARTICLE 3
                                  Distributions

Section 3.1. Tax Distributions.

         (a) Current Tax Distributions. To the extent permitted by law and
consistent with the Company's obligations to its creditors as determined by the
Board of Managers, and unless otherwise determined by Affirmative Vote
(determined pursuant to Section 6.2 below), the Company shall make distributions
("Tax Distributions") on or before January 15, April 15, June 15, and September
15 (the "Tax Distribution Dates") of any given Fiscal Period (as defined in
Article 11 below). The aggregate amount of the Tax Distribution made with
respect to any given Tax Distribution Date shall be the product of (1) the
Company's estimated federal taxable income, calculated by the Board of Managers
and/or the Officers under the provisions of the Internal Revenue Code (the
"Code") as though the Company were an individual all of whose gross income and
expenditures were attributable to a trade or business regularly carried on, for
the portion of the Fiscal Period commencing on the first day of the Fiscal
Period and ending on the last day of the calendar month immediately preceding
the Tax Distribution Date, multiplied by (2) the Net Tax Rate (as defined in
Section 3.1(c) below), less (3) any prior Tax Distributions made as regards the
tax liability for that Fiscal Period. The aggregate amount of each Tax
Distribution shall be distributed to the Members in proportion to their
Percentage Interests.

         (b) Additional Tax Distributions. In the event any income tax return of
the Company, as a result of an audit or otherwise, reflects items of income,
gain, loss, or deduction that are different from the amounts estimated pursuant
to Section 3.1(a) above with respect to the Fiscal Period of the return in a
manner that results in additional income or gain of the Company being allocated
to Members, an additional Tax Distribution shall be made under the principles of
Section 3.1(a) above, except that the last day of the calendar month in which
the adjustment occurs shall be treated as a Tax Distribution Date.

         (c) Net Tax Rate. For purposes of this Section 3.1,"Net Tax Rate"
means:

                  (i)   with respect to current Tax Distributions made pursuant
to Section 3.1(a) above, the then applicable highest marginal rates of income
taxes imposed on resident individuals of Wisconsin, assuming state and local
income taxes are deductible only to the extent allowable under section 68 of the
Code for those taxpayers with adjusted gross incomes in excess of the applicable
amount; or

                  (ii)  with respect to additional Tax Distributions made
pursuant to Section 3.1(b) above, such rate as is determined by the Members or
Board of Managers, taking into consideration the taxable year to which the
additional Tax Distribution relates, the jurisdictions to which income taxes may
be owing with respect to the income or gain under consideration, and any
interest or penalties to be paid with respect to the income or gain under
consideration.

Section 3.2. Current Distributions. At such times and in such form as determined
by a majority vote of the Managers or an Affirmative Vote of the Members,
current distributions shall be made to the Members in proportion to their
Percentage Interests.

Section 3.3. Liquidating Distribution. In the event the Company is liquidated
pursuant to Article 9 below, the assets to be distributed pursuant to Section
9.4(c) below shall be distributed to the Members in proportion to their
Percentage Interests.

                                    ARTICLE 4
                        Allocation of Profits and Losses

Section 4.1. Profits and Losses. Except as provided below in this Article 4,
items of income, gain, loss, or deduction of the Company shall be allocated
among the Members in proportion to their Percentage Interests. Such items shall
be

76

<PAGE>

determined on a daily, monthly, or other basis, as determined by the Board of
Managers and/or the Officers using any permissible method under section 706 of
the Code and the Treasury Regulations under that section.

Section 4.2. Tax Allocations. The following special allocations shall be made in
the following order:

         (a) Imputed Interest. To the extent the Company has interest income or
deductions with respect to any obligation of or to a Member pursuant to section
483, sections 1271-1288, or section 7872 of the Code, such interest income or
deductions shall be specially allocated to the Member to whom the obligation
relates.

         (b) Capital Contributions. In accordance with section 704(c) of the
Code and the Treasury Regulations under that section, income, gain, loss, or
deduction with respect to any capital contribution shall, solely for tax
purposes, be allocated among the Members so as to take account of any variation
between the adjusted basis of the property to the Company for federal income tax
purposes and its value.

         (c) Elections. Any elections or other decisions relating to such
allocations shall be made by the Board of Managers and/or the Officers in any
manner that reasonably reflects the purpose and intent of this Operating
Agreement. Allocations pursuant to this Section 4.2 are solely for purposes of
federal, state, and local taxes and shall not affect, or in any way be taken
into account in computing, any capital account, share of income, gain, loss, or
deduction, or distribution pursuant to any provision of this Operating
Agreement.

         (d) Income Tax Consequences. The Members are aware of the income tax
consequences of the allocations made by this Article 4 and agree to be bound by
the provisions of this Article 4 in reporting their shares of income and loss
for income tax purposes.

                                    ARTICLE 5
                               Actions by Members

Section 5.1. Manner of Acting. Actions and decisions requiring an Affirmative
Vote of the Members may be authorized or made either by vote of the Members
taken at a meeting of the Members or by a written consent of the Members without
a meeting. Any act taken by Affirmative Vote shall be implemented by any Manager
or Officer of the Company, or any other person or persons so authorized by the
Affirmative Vote.

Section 5.2. Determination of Affirmative Vote. An "Affirmative Vote" requires
either the consent at a meeting by Members holding Shares totaling a majority of
the Shares entitled to vote, or a written consent signed by Members holding
Shares totaling a majority of the Shares entitled to vote. No person other than
a Member may challenge an act taken by the Company based on the failure to
obtain the requisite Affirmative Vote, and any act taken by the Company with
respect to a third party having no actual knowledge of such failure shall be
binding against the Company.

Section 5.3. Voting. Each Member attending a meeting shall vote all of his or
her Shares or abstain as to any given issue. Notwithstanding the foregoing, any
Member abstaining from voting on a given issue will be deemed to have voted his
or her Shares in the same manner and in the same proportions as the Members not
abstaining on the issue. Any Member having a personal stake, other than the
economic stake inuring to the Member solely as a result of holding his or her
Shares, in the outcome of an issue, including but not limited to a personal
stake as a Transferor (as defined in Section 7.2(a) below), shall abstain from
voting on the issue unless all Members have such a personal stake.

Section 5.4. Meetings. Any Member may call a meeting to consider approval of an
action or decision under any provision of this Operating Agreement by delivering
to each other Member notice of the time and purpose of the meeting at least
twenty-four (24) hours before the meeting. A Member may waive the requirement of
notice of a meeting either by attending the meeting or executing a written
waiver before or after the meeting. Any such meeting shall be held during the
Company's normal business hours at its principal place of business unless all of
the other Members consent in writing or by their attendance at the meeting to
its being held at another location or time.

Section 5.6. Records. The Company shall keep written records of all actions
taken and votes made by the Members, which records shall be kept and maintained
by the Members. Any Member alleging that the requisite Affirmative Vote was not
duly given has the burden of proof as to the invalidity of that Vote. Written
records kept pursuant to this Section 6.6 of a meeting at which an Affirmative
Vote was given as to an issue shall be prima facie proof of the validity

                                       77

<PAGE>

of the Vote, if notice of the issue to be discussed at the meeting was duly
given or waived pursuant to Section 6.4 above.

Section 5.7. Restriction on Members. No Member, solely in his or her capacity as
such, shall have the authority to act for the Company in any matter. This
Section 6.7 constitutes a restriction on the Members' management rights and
duties to the extent these rights and duties have been delegated to the Board of
Managers as the Members' proxy.

                                    ARTICLE 6
                              Management of Company

Section 6.1. Managing Board.

         (a) Managers. The Company shall be managed by its Managers. Managers
shall be elected and may be removed by an Affirmative Vote. The authorized
number of Managers of the Company shall be four (4), unless and until an
Affirmative Vote of the Members specifically provides for a decrease or increase
in the authorized number of Managers. Each Manager shall hold office until his
or her removal or resignation. Removal may be with or without cause. A Manager
may voluntarily resign at any time by delivering written notice to the Board of
Managers or the Company. A resignation is effective when such notice is
delivered to the Board of Managers or the Company unless the notice specifies a
later effective date.

         (b) Authority and Powers of Board of Managers. The Company's business
and affairs shall be managed under the direction of the board of Managers
("Board of Managers"), which shall be composed of all of the Managers of the
Company. All powers of the Company shall be exercised by or under the authority
of the Board of Managers as the Members' proxy, including the power to:

                  (i)    establish Reserves and thereafter maintain those
Reserves in such amounts as the Board of Managers deems appropriate;

                  (ii)   acquire, operate, and maintain aircraft;

                  (iii)  borrow money and procure temporary, permanent,
conventional, or other financing on such terms and conditions, at such rates of
interest, and from such parties as is approved and, if security is required for
the loan, to mortgage or grant a security interest in any portion of the
Company's assets;

                  (iv)   after giving notice to the Members, bring, defend,
settle, compromise, or otherwise participate in any actions, proceedings, or
investigations, whether at law, in equity, or before any governmental authority
or agency, and whether brought against the Company or the Members, arising out
of, connected with, or related to the Company's business and affairs or the
enforcement or protection of interests in or of the Company;

                  (v)    insure the Company's activities and property;

                  (vi)   pay out of the Company's funds all fees and expenses
incurred in the organization and operation of the Company;

                  (vii)  authorize the execution of all documents, instruments,
and agreements reasonably deemed by the Board of Managers to be necessary,
appropriate, or needed for the performance of its duties and the exercise of its
powers under this Operating Agreement, including those relating to obtaining tax
incremental financing, if available;

                  (viii) appoint a Registered Agent or change the Registered
Office pursuant to Section 1.2 above; and

                  (ix)   retain attorneys, accountants, and other professionals
in the course of the performance of the Managers' duties and exercise of their
powers.

         (c) Actions by Board of Managers. Any actions of the Board of Managers
shall be taken on the consent of a majority by number of the Managers obtained
pursuant to this Section 6.1(c).

                                       78

<PAGE>

                (i)   Manner of Acting. The Managers' consent to any act or
failure to act may be given orally or in writing. The Managers may give their
consent in a writing signed by the majority of all Managers or at a meeting in
which a quorum of Managers (as defined in this Section 6.1(c)(i)) participate in
person or by telephone or other electronic means. A majority in number of the
Managers shall constitute a quorum of the Managers at the meeting. Any Manager
may call meetings of the Managers. Meetings not held by electronic means shall
be held at the principal place of business of the Company or at any other place
to which a majority in number of the Managers agree.

                (ii)  Records. The Company shall keep written records of all
actions taken by the Board of Managers, which records shall be kept and
maintained by the Secretary.

                (iii) Voting. Each Manager shall be entitled to one vote. Any
Manager present at a meeting who abstains from voting on a given issue will be
deemed to have voted in the same manner as the majority, if any, of the Managers
not abstaining from voting on that issue.

                (iv)  Notice. No matter shall be voted on at a meeting of the
Managers unless at least 72 hours' notice of the matter is given to or waived by
each Manager. A Manager shall be deemed to have waived notice of any matter
acted on at any meeting that the Manager attends or in which the Manager
participates, unless at the beginning of the meeting or at the beginning of his
or her participation in the meeting the Manager objects to the consideration of
the matter because of lack of proper notice. Written records kept pursuant to
Section 6.1(c)(ii) above of a meeting at which a Manager was present or in which
a Manager participated shall be prima facie evidence that the Manager either was
duly notified of the matters voted on at the meeting or waived the requirement
of the notice, unless the Manager's objection as required in this Section
6.1(c)(iv) is noted in the written records. No prior notice shall be required
for any action taken by written consent of the Managers.

         (d) Time. Each Manager shall devote to the Company such time as he or
she deems necessary for the proper performance of his or her duties under this
Operating Agreement, but no Manager shall be required to devote his or her full
time or any specific amount of time to the performance of those duties.

         (e) Emergency Actions. Notwithstanding any other provisions of this
Article 6, if Managers who could authorize an action or decision at a duly
called meeting reasonably determine, in writing, that the Company is facing a
significant business emergency that requires immediate action, those Managers
may, without complying with generally applicable procedures for meetings or
actions by unanimous consent, authorize any action or decision that they deem
reasonably necessary to allow the Company to benefit from a significant
opportunity or to protect the Company from significant loss or damage, provided
that they make reasonable efforts under the circumstances to contact and consult
all other Managers concerning the action or decision and the reason why the
action or decision must be made without observing generally applicable
procedures.

Section 6.2. Officers.

         (a) Number of Officers. The Company's Managers may fill the offices of
Chairperson and Vice-Chairperson of the Board of Managers, Chief Executive
Officer, president, vice president, secretary, treasurer, assistant secretary,
and assistant treasurer. Each officer shall be appointed by the Board of
Managers. The Board of Managers may create other offices and appoint such other
officers and assistant officers as it deems necessary. If specifically
authorized by the Board of Managers, an officer may appoint one or more officers
or assistant officers. The same individual may simultaneously hold more than one
office in the Company.

         (b) Appointment and Term of Office. The Board of Managers shall appoint
the Company's officers for a term it shall determine. If no term is specified,
the officers shall hold office until their removal or resignation. The
designation of a specified term does not grant to the officer any contract
rights, and the Board of Managers may remove the officer at any time before the
termination of the term. Such removal shall be without prejudice to the contract
rights, if any, of the person so removed. The appointment of an officer or agent
shall not of itself create contract rights.

         (c) Chairperson and Vice-Chairperson of the Board. The Chairperson of
the Board of Managers, if and while there is an incumbent in the office, shall
preside at all Members and Managers meetings at which he or she is present. The
Chairperson of the Board shall have and exercise general supervision over the
conduct of the Company's affairs and over its other officers, subject, however,
to the Board's control. The Chairperson of the Board of Managers shall from time
to time report to the Board all matters within his or her knowledge that the
Company's interests may

                                       79

<PAGE>

require to be brought to the Board's notice. The Vice-Chairperson of the Board,
if and while there is an incumbent in the office, shall perform the duties of
the Chairperson of the Board in the event of the absence, death, disability,
resignation, removal, or refusal to act of the Chairperson of the Board. No
person may be appointed Chairperson or Vice-Chairperson of the Board unless such
person is a members of the Board.

        (d) Chief Executive Officer. The Chief Executive Officer shall
establish, coordinate, and implement the Company's business strategy. The Chief
Executive Officer shall establish and monitor short and long term financial
budget plans of the Company, with the assistance of the other officers. The
Chief Executive Officer shall perform all functions of a general strategic
manager of the Company's business. The Chief Executive Officer also shall
perform all duties incident to the office of chief executive officer and such
other duties as from time to time be assigned to the President by the Board of
Managers.

        (e) President. The President shall have general and active management of
the operation of the Company subject to the authority of the Board of Managers.
The President shall perform all functions of a general manager of the Company's
business. The President shall be responsible for the administration of the
Company, including general supervision of the policies of the Company and
general and active management of the financial affairs of the Company, and shall
execute bonds, mortgages, or other contracts in the name and on behalf of the
Company. The President also shall perform all duties incident to the office of
president and such other duties as from time to time be assigned to the
President by the Board of Managers. In the event that no Chief Executive Officer
has been appointed and/or in the event of the absence, death, disability,
resignation, removal, or refusal to act of the Chief Executive Officer, the
President shall also perform the duties of the Chief Executive Officer.

        (f) Vice-Presidents. In the President's absence or in the event of the
President's death, inability, or refusal to act, the Vice-President, if one has
been elected (or if there is more than one, the Vice-Presidents, in the order
designated by the Board of Managers or, in the absence of designation, in the
order of their appointment), shall perform the President's duties, and when so
acting, shall have all the powers of and be subject to all the restrictions on
the President. Any Vice-President shall perform such duties as from time to time
may be assigned by the President or the Board of Managers.

        (g) Secretary. The Secretary shall (1) keep the minutes of the
proceedings of the Board of Managers in one or more books provided for that
purpose; (2) see that all notices are duly given in accordance with the
provisions of Section 6.1(c)(iv) above; (3) be custodian of the Company's
records; (4) when requested or required, authenticate any of the Company's
records; (5) keep a register of each Member's address; and (6) in general
perform all duties incident to the office of secretary and such other duties as
from time to time may be assigned to the Secretary by the President or the Board
of Managers.

        (h) Treasurer. The Treasurer shall (1) have charge and custody of, and
be responsible for, all of the Company's funds and securities; (2) receive and
give receipts for moneys due and payable to the Company from any source
whatsoever, and deposit all such moneys in the Company's name in such bank,
trust company, or other depository as shall be selected by the Board of
Managers; and (3) in general perform all of the duties incident to the office of
treasurer and such other duties as from time to time may be assigned to the
Treasurer by the President or the Board of Managers. The Treasurer shall be the
Chief Financial Officer of the Company.

        (i) Assistant Secretaries and Assistant Treasurers. The Assistant
Secretaries and Assistant Treasurers, in general, shall perform such duties as
shall be assigned to them by the Secretary or the Treasurer, respectively, or by
the President or the Board of Managers.

Section 6.3. Restrictions on Authority of Board of Managers and Officers. None
of the Board of Managers or the Officers shall have the authority to:

        (a) do any act in contravention of applicable law or this Operating
Agreement or that would make it impossible to carry on the Company's activities;

        (b) possess Company property, or assign rights in specific Company
property, for other than a purpose of the Company;

                                       80

<PAGE>

        (c)  perform any act that would subject the Members to liability in any
jurisdiction except as expressly provided in this Operating Agreement; or

        (d)  amend this operating agreement or the Articles of Organization of
the Company, except in connection with the Board of Managers' right to change
the Registered Office and/or Registered Agent of the Company.

Section 6.4. Duties and Obligations of Managers and Officers in Management of
Company.

        (a)  Operations. Subject to the restrictions set forth in this Article
6, the Managers and Officers shall take all action that may be necessary or
appropriate (1) for the Company's day-to-day operation and business in
accordance with the provisions of this Operating Agreement and applicable laws
and regulations, and (2) for the continuation of the Company's valid existence
as a limited liability company under the WLLCL.

        (b)  Tax Returns. The Managers and/or the Officers shall prepare or
cause to be prepared and shall file on or before the due date (or any extension
of the due date) any federal, state, or local tax returns required to be filed
by the Company. The Managers and/or Officers shall cause the Company to pay any
taxes payable by the Company out of Company funds. The Treasurer of the Company
(or, if there is no Treasurer, an officer or manager appointed by the Board)
shall serve as the Company's "tax matters partner" as defined for purposes of
the Code.

Section 6.5. Expenses. All reasonable and customary out-of-pocket expenses
incurred by the Managers and Officers in connection with the Company's business
shall be paid by the Company or be reimbursed to the Managers and Officers by
the Company.

                                    ARTICLE 7
                               Transfer of Shares

Section 7.1. Restrictions on Transfers. A Member may not sell, give, assign,
bequeath, pledge, or otherwise encumber, divest, dispose of, or transfer
ownership or control of all, any part, or any interest in, whether voluntarily
or by operation of law, either inter vivos or upon death ("Transfer") the
Member's Shares to any person (a "Transferee") other than the Company or another
Member, except in accordance with the terms of this Operating Agreement. Any
Transfer, attempted Transfer, or purported Transfer in violation of the terms
and conditions of this Operating Agreement shall be null and void.

Section 7.2. Involuntary Transfer. An Involuntary Transfer to a person other
than the Company, or another Member will be effective only after the applicable
provisions of this Section 7.2 have been complied with. The creditor, receiver,
trust or trustee, estate, beneficiary, or other person to whom one or more
Share(s) are Transferred by Involuntary Transfer (the "Involuntary Transferee")
will have only the rights provided in this Section 7.2. "Involuntary Transfer"
means any Transfer of a Share by operation of law or in any transaction,
proceeding, or action, including a Transfer resulting from the dissociation of a
Member, by or in which a Member would, but for the provisions of this Section
7.2, be involuntarily deprived or divested of any right, title, or interest in
or to the Member's Shares, including, without limitation, (1) a Transfer in
bankruptcy, (2) any foreclosure of a security interest in the Shares, (3) any
seizure under levy of attachment or execution, or (4) any Transfer to a state or
to a public office or agency pursuant to any statute pertaining to escheat or
abandoned property or forfeiture.

        (a)  Notice to Company. The Transferor and the Involuntary Transferee
shall each immediately deliver a written notice to the Company describing the
event giving rise to the Involuntary Transfer; the date on which the event
occurred; the reason or reasons for the Involuntary Transfer; the name, address,
and capacity of the Involuntary Transferee; and the Shares involved (a "Notice
of Involuntary Transfer"). The Notice of Involuntary Transfer shall constitute
an offer (the "Offer") to sell the Shares identified in the Notice for an amount
equal to the book value of the Shares, calculated as of the last day of the
calendar month immediately preceding the date of the Involuntary Transfer, which
shall be payable pursuant to the terms of payment set forth in the applicable
provisions of Section 7.6 below. "Book value" shall be the net equity of the
Company, as reflected in the accounting, and not the tax, records of the
Company, allocated proportionately among the Shares at the effective time of
determination.

        (b)  Option to Purchase. Within the ninety (90) day period commencing on
the date of the receipt of the Notice of Involuntary Transfer, the Company shall
either reject or accept the Offer by written notice to the Involuntary
Transferee during the ninety (90) day period.

                                       81

<PAGE>

        (c) Failure to Exercise. If the Company does not accept the Offer or
fails through no fault of the Transferor or Involuntary Transferee to close the
Transfer within the applicable time period pursuant to Section 7.2(b) above, the
Involuntary Transfer shall become effective. The Shares Transferred to an
Involuntary Transferee pursuant to this Section 7.2(c) shall be considered in
all respects a Share held by the Member from whom it was Transferred for
purposes of this Operating Agreement other than Articles 3 and 4 above, the
nonmanagement provisions of which will apply to the Involuntary Transferee as
though he or she held the Shares. Except as otherwise provided in this Operating
Agreement, any actions that a Member takes or would be entitled to take with
respect to a Share, including without limitation votes, consents, offers, sales,
purchases, options, or other deeds taken pursuant to this Operating Agreement,
shall be taken by the Member for the Involuntary Transferee with respect to the
Shares held by the Involuntary Transferee. This Section 7.2(c) shall constitute
an irrevocable and absolute proxy and power of attorney (the proxy and power
being coupled with an interest) granted by each Involuntary Transferee to the
Member to (1) take such actions on behalf of the Involuntary Transferee without
any further deed than the taking of the action by the Member, and (2) sign any
document or instrument evidencing such action for or on behalf of the
Involuntary Transferee relating to the Shares held by the Involuntary
Transferee.

Section 7.3. Voluntary Withdrawal. Each Member (but not an Involuntary
Transferee) has the power to voluntarily withdraw from the Company by giving
notice to the Company at least sixty (60) and no more than one hundred twenty
(120) days before the effective date of the withdrawal. On the effective date of
the withdrawal, the Company shall redeem all of the Shares held by the Member
and any Involuntary Transferee to whom the Member has Transferred a Share. The
redemption price for the Shares shall be an amount equal to the book value of
the Shares, calculated as of the last day of the calendar month immediately
preceding the date of the redemption, which shall be payable pursuant to the
terms of payment set forth in the applicable provisions of Section 7.6 below.

Section 7.4.  Effect of Transfers.

        (a) Transfers. Until a Transfer is effective and the Transferee is
considered a Member, if ever, pursuant to the applicable provisions of this
Article 7, the Transferor shall be treated as the holder of the subject Shares,
except to the extent provided in this Article 7. When a Transfer is effective
and the Transferee becomes a Member, if ever, pursuant to the applicable
provisions of this Article 7, the Company's records shall be amended to reflect
the Transferee as a Member.

        (b) Dissociation. Upon the dissociation of a Member, the Shares that is
or has been Transferred to Involuntary Transferees by that Member, including
Transfers resulting from the dissociation, shall not be taken into consideration
under this Agreement, except with respect to the nonmanagement provisions of
Articles 3 and 4 above, unless and until the Transferee of the Shares has been
admitted as a Member pursuant to this Article 7.

        (c) Voting After Dissociation. If, as a result of Section 7.4(b) above,
there are either no Members or no Shares with respect to which a Member is
entitled to vote, then all Involuntary Transferees otherwise holding Shares
shall be entitled to vote with respect to the Shares.

Section 7.5. Time and Place of Closing. Except as otherwise agreed by the
Company, the closing of any Transfer pursuant to this Article 7 shall occur at
the Company's principal office on such day as the Transferee shall select
pursuant to the provisions of this Article 7. The Transferee shall notify the
Transferor and the Company in writing of the exact date and time of closing at
least ten (10) days before the closing date.

Section 7.6. Transfer and Payment of Purchase Price. At the closing, the
Transferor shall deliver the Shares that is subject to the Transfer free and
clear of any liens, security interests, encumbrances, charges, or other
restrictions (other than those created pursuant to this Operating Agreement),
together with all such instruments or documents of conveyance as shall be
reasonably required in connection with the Transfer. If not otherwise agreed,
the purchase or redemption price for the Shares shall be evidenced by a
promissory note providing for five (5) equal annual payments of principal
commencing on the first anniversary of the closing date; provided, however, that
any such promissory note issued by the Company shall be payable only out of cash
available for distribution (calculated without reference to payments pursuant to
the promissory note) and the term of the promissory note shall be extended as
necessary until paid. Whenever payment of the purchase price is to be made in
such installments, the purchaser's obligation for the unpaid balance of the
purchase price shall bear interest payable with payments of principal at the
applicable federal rate for instruments of like maturity, as defined for
purposes of the Code.

                                       82

<PAGE>

Section 7.7. Subordination. Any obligation of the Company evidenced by a
promissory note delivered pursuant to Section 7.6 above may be subordinated to
the Company's obligations to any lender. Each holder of a promissory note shall
enter into, and, upon request, from time to time confirm in writing the
existence of, an agreement that sets forth the extent and manner of the
subordination in such form as any lender of the Company reasonably requests;
provided, however, that if there is no default in the Company's performance of
its payment or other obligations to the lender, the promissory note holder shall
be entitled to receive regularly scheduled payments of principal and interest
pursuant to the promissory note.

Section 7.8. Specific Performance. The parties declare that it may be impossible
to measure in money the damages that will accrue to any party by reason of a
failure to perform any of the obligations under this Article 7, and the parties
agree that this Article 7 shall be specifically enforced. Therefore, if any
Member or Transferee institutes any action or proceeding to enforce the
provisions of this Article 7, any person, including the Company, against whom
the action or proceeding is brought waives the claim or defense that the party
has or may have an adequate remedy at law. The person shall not urge in any such
action or proceeding the claim or defense that a remedy at law exists, and the
person shall consent to the remedy of specific performance of this Operating
Agreement. Notwithstanding the foregoing, no party may specifically enforce the
obligation not to voluntarily withdraw in breach of this Agreement.

                                    ARTICLE 8
                       Absolute Restrictions on Transfers

Section 8.1. Legal Compliance. No Transfer of any Shares may be made if, in the
opinion of the Company's legal counsel, the transfer or assignment (1) will
result in the Company's being treated as an association for federal income tax
purposes or (2) will violate any applicable federal or state securities laws.

Section 8.2. Other Restrictions.

      (a)    Notification. Before making any Transfer of any Shares, the
Transferor must notify the Company in writing and the Board of Managers shall,
if they believes there is a material risk of violating this Article 8, obtain an
opinion from the Company's legal counsel confirming whether the proposed
Transfer will cause such a change in tax status or violation of securities laws.
Legal fees shall be the Transferor's responsibility.

      (b)    Execution of Documents. Before any Transfer shall become effective:

             (i)   The Transferee must, as part of the closing of the Transfer,
sign a counterpart to this Operating Agreement, agreeing for the benefit of the
other Members to be bound by this Operating Agreement to the same extent as if
the Transferee had been an original party to the Operating Agreement as a
Member.

             (ii)  The Transferee must, as part the closing of the Transfer,
take all actions and execute all instruments required by the Company in order
for the Transfer to comply with any applicable federal or state laws and
regulations relating to the Transfer of Shares or with this Operating Agreement.

             (iii) The spouse, if any, of the Transferee must, as part of
the closing of the Transfer, execute a spousal consent and acknowledgment in
form satisfactory to the Company.

                                    ARTICLE 9
                                Dissociation and
              Dissolution, Termination, and Liquidation of Company

Section 9.1. Dissociation.

      (a)    Events of Dissociation. A Member shall cease to be a Member
("Dissociate") upon the occurrence of any of the following events:

             (i)   the Member makes a general assignment of the Member's assets,
including his or her Shares, for the benefit of creditors;

                                       83

<PAGE>

                (ii)  the Member seeks, consents to, or acquiesces in the
appointment of a trustee, receiver, or liquidator of the Member or of all or any
substantial part of the Member's properties, including the Member's Shares;

                (iii) if the Member is a trust or is acting as a Member by
virtue of being a trustee of a trust, the termination of the trust, but not
merely the substitution of a new trustee;

                (iv)  if the Member is a corporation, partnership, or separate
limited liability company, the dissolution and commencement of winding up of the
Member; or

                (v)   the Transfer, pursuant to Article 7 above, by the Member
of all of the Member's Shares.

         (b) Effect of Dissociation. The Dissociation of a Member shall not
result in the Transfer of the Member's Shares except as provided in Article 7
above.

Section 9.2. Events Causing Dissolution. The Company shall be dissolved upon the
happening of any of the following: (1) the sale or other disposition of all or
substantially all the Company's assets; (2) the election by a unanimous
Affirmative Vote to dissolve the Company; or (3) the Dissociation of all
remaining Members, unless, within ninety (90) days of the date on which the
Company receives written notice of the Dissociation, the transferees of such
Members vote to continue the Company by Affirmative Vote and admit one or more
new Members.

Section 9.3. Termination. Dissolution of the Company shall be effective on the
date on which the Dissolution Event occurs, but the Company shall not terminate
until articles of dissolution have been duly filed under the WLLCL, the
Company's affairs have been wound up, and the Company's assets have been
distributed as provided in Section 9.4 below. Notwithstanding the dissolution of
the Company, this Operating Agreement shall continue to govern the Company's
business and the Members' affairs until the Company is terminated and
liquidated.

Section 9.4. Liquidation. Upon expiration of the ninety (90) day period
described in Section 9.2 above, the Members shall appoint by Affirmative Vote a
liquidator of the Company, who may but need not be a Member of the Company. The
liquidator shall have the same authority granted to the Board of Managers. in
Article 6 above, and he or she shall proceed with the winding up and liquidation
of the Company by applying and distributing its assets as follows:

         (a) Payment of Debts to Third Parties. The assets shall first be
applied to the payment of the Company's liabilities (other than any loans or
advances that may have been made to the Company by a Member) and the liquidation
expenses. A reasonable time shall be allowed for the orderly liquidation of the
Company's assets and the discharge of liabilities to creditors so as to enable
the liquidator to minimize any losses resulting from the liquidation.

         (b) Payment of Debts to Members. The remaining assets shall next be
applied to the repayment of any loans or advances (but not any Capital
Contribution) made by the Members to the Company, in proportion to the relative
amounts lent or advanced.

         (c) Payment of Distributions to Members. The remaining assets shall be
distributed to the Members pursuant to Section 3.3 above.

         (d) Reserve. Notwithstanding the provisions of Sections 9.4(a), 9.4(b),
and 9.4(c) above, the liquidator may retain such amount as the liquidator
reasonably deems necessary as a Reserve for any contingent liabilities or
obligations of the Company, which funds shall, after the passage of a reasonable
period of time, be distributed in accordance with the provisions of this Article
9.

Section 9.5. Filing and Notice. The liquidator shall promptly, upon his or her
appointment, execute and file on the Company's behalf articles of dissolution as
provided in section 183.0906 of the WLLCL. The liquidator shall also notify the
Company's known claimants as provided in section 183.0907 of the WLLCL and
publish a notice of the Company's dissolution as provided in section 183.0908 of
the WLLCL, except as otherwise determined by the liquidator with an Affirmative
Vote.

Section 9.6. Distributions in Kind. If any Company assets are to be distributed
in kind, the assets shall be distributed on the basis of their Value, and any
Member entitled to an interest in the assets shall receive the interest as a
tenant-in-common with all other Members so entitled.

                                       84

<PAGE>

Section 9.7.  Limitation on Liability. Each holder of a Share shall look solely
to the Company's assets for all distributions from the Company and the return of
his or her Capital Contribution to the Company and shall have no recourse (upon
dissolution or otherwise) against any other Members or any of their affiliates.

                                   ARTICLE 10
                                Books and Records

Section 10.1. Books and Records. The Company's books and records shall be
maintained at the Company's principal office or at any other place designated by
the Board of Managers and shall be available for examination by any Member or
his or her duly authorized representative(s) at any reasonable time.

Section 10.2. Company Funds. The Company's funds may be deposited in such
banking institutions as the Board of Managers and/or the Treasurer determine,
and withdrawals shall be made only in the regular course of the Company's
business on such signature or signatures as the Board of Managers determine by
majority vote or the Members determine by Affirmative Vote. All deposits and
other funds not needed in the operation of the business may be invested in
certificates of deposit, short-term money market instruments, government
securities, money market funds, or similar investments as the Members
determines.

Section 10.3. Availability of Information. The Company shall keep at its
principal office and place of business, and each Member shall have the right to
inspect and copy, all of the following: (1) a current list of the full name and
last-known business address of each Member or former Member set forth in
alphabetical order, the date on which each Member or former Member became a
Member and the period of his or her Membership, and the date on which any former
Member ceased to be a Member; (2) a copy of the Articles and all amendments to
the Articles; (3) copies of the Company's federal, state, and local income tax
returns and financial statements, if any, for its four most recent years; (4)
copies of this Operating Agreement and any effective written amendments to this
Operating Agreement; and (5) any records kept pursuant to this Operating
Agreement, including without limitation those described in Section 6.6 above.
Each Member shall have the right to obtain from the Company from time to time on
reasonable demand, at the Member's cost and expense, copies of any such
information.

                                   ARTICLE 11
                                     Reports

       Within sixty (60) days after the end of each Fiscal Period, the
Managers and/or Officers shall send to each person who was a Member at any time
during the Fiscal Period then ended (1) a balance sheet as of the end of the
Period, (2) statements of income, Members' equity, changes in financial
position, and a cash flow statement for the Fiscal Period then ended, and (3)
such tax information as is necessary or appropriate for the preparation by the
Members of their individual federal and Wisconsin income tax returns. In
addition, the Managers and/or Officers shall provide reports on a more frequent
basis to a requesting Member to the extent reasonably requested by the Member.
Fiscal Period means any 12-month period ending on December 31 or any portion of
such period for which the Company is required to allocate income, gain, loss, or
deduction for federal income tax purposes.

                                   ARTICLE 12
                                  Miscellaneous

Section 12.1. Amendments to Operating Agreement. No amendment or modification of
this Operating Agreement shall be valid unless in writing and approved by
Affirmative Vote. Unless otherwise provided in such an amendment or
modification, this Operating Agreement shall be considered to be amended only to
the minimal extent necessary to give effect to this Operating Agreement, and the
other terms and conditions of this Operating Agreement shall continue to apply
with full force and effect.

Section 12.2. Binding Provisions. The agreements and covenants contained in this
Operating Agreement inure solely to the benefit of the parties to this Operating
Agreement. Except in an action brought by, but not on behalf of, a Member, no
provision of this Operating Agreement is specifically enforceable, and no
provision of this Operating Agreement shall be construed to create any
third-party beneficiary claims, including, without limitation, those of
Transferees. Subject to the foregoing, the agreements and covenants contained in
this Operating Agreement shall be

                                       85

<PAGE>

binding on the heirs, executors, administrators, personal representatives,
successors, and assigns of the respective parties to this Operating Agreement.

Section 12.3. Applicable Law. This Operating Agreement shall be governed by and
construed in accordance with the laws of the state of Wisconsin without regard
to its choice of law provisions. All references to the WLLCL shall be deemed to
be to such provisions as amended.

Section 12.4. Separability of Provisions. Each provision of this Operating
Agreement shall be considered separable, and if for any reason any provision or
provisions of this Operating Agreement are determined to be invalid and contrary
to any existing or future law, the invalidity shall not affect or impair the
operation of those portions of this Operating Agreement that are valid.

Section 12.5. Headings. Section headings are for descriptive purposes only and
shall not control or alter the meaning of this Operating Agreement as set forth
in the text.

Section 12.6. Interpretation. When the context in which words are used in this
Operating Agreement indicates that such is the intent, words in the singular
shall include the plural, and vice versa, and pronouns in the masculine shall
include the feminine and neuter, and vice versa.

Section 12.7. Dispute Resolution. If any proceedings are instituted by any
person with respect to any dispute arising under or to collect any benefits due
under this Operating Agreement, the prevailing party in the proceedings shall be
entitled to recover the costs of the proceedings and reasonable attorney fees
from the other party; provided, however, that the Company may offset any amounts
owed by it to another person by reason of this Section 12.7 against any funds or
other property that are in the Company's possession and that are owed by the
Company to, or owned by, that other person.

Section 12.8. Notice. Any notice required or permitted to be given pursuant to
this Operating Agreement shall be valid only if in writing and shall be deemed
to have been duly given when personally delivered, when transmitted by facsimile
with answer confirmed, or three (3) days after being mailed by certified mail,
postage prepaid, addressed to the respective Member at the address set forth on
Exhibit A to this Operating Agreement, unless that Member otherwise notifies the
Company in accordance with this Section 12.8 of a change of address.

Section 12.9. Counterparts. This Operating Agreement may be executed in
counterparts, all of which shall constitute the same agreement.

       *****

       IN WITNESS WHEREOF, the undersigned have executed this Operating
Agreement on April 15, 2002.

AMERICAN BUILDERS & CONTRACTORS
SUPPLY CO., INC., Member


By:______________________________________
         Kendra Story, CFO

                                       86

<PAGE>

                                    Exhibit A

                              CAPITAL CONTRIBUTIONS
                                       AND
                              PERCENTAGE INTERESTS
                                       OF
                                     MEMBERS

Member's Name                   Capital              Shares           Percentage
and Address                     Contribution         Owned            Interest
-----------                     ------------         -----            --------

American Builders &             $1,000               1,000            100%
Contractors Supply Co., Inc.
One ABC Parkway
Beloit, Wisconsin 53511

                                       87