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                               OPERATING AGREEMENT

                                       OF

                               ATHENA HOLDINGS LLC


         THIS OPERATING AGREEMENT is made and entered into as of March 13, 1998,
by and between Advantage Learning Systems, Inc., a Wisconsin corporation
("Advantage") and DezCon, LLC, a Wisconsin limited liability company ("DezCon"),
collectively the Members of Athena Holdings LLC, a Wisconsin limited liability
company, for the purposes of providing the rights, obligations, and restrictions
as set forth herein with the force and effect of an operating agreement as
provided for in the Wisconsin Limited Liability Company Law ("WLLCL") and
Michael J. Dwyer solely for the purpose of making the acknowledgment at the end
of this Operating Agreement.

                              W I T N E S S E T H:

         WHEREAS, the Members have formed a limited liability company pursuant
to the WLLCL (the "Company") for the purposes set forth below; and

         WHEREAS, the Articles of Organization for the Company were filed with
the Department of Financial Institutions for the State of Wisconsin on March 10,
1998.

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

                                    ARTICLE 1
                               GENERAL PROVISIONS

SECTION 1.1. GENERAL PURPOSE. The Company's general purpose and business is to 
   acquire, hold, develop, improve, manage, finance, lease and/or sell the real
   property located within the Old Sauk Trails Park in Madison, Wisconsin more
   particularly described on EXHIBIT A attached hereto (the "Property"), and to
   pursue other business and investment opportunities as the members may jointly
   determine may be beneficial for the Company and which are not prohibited by
   the WLLCL, and the Company shall have all powers necessary or appropriate to
   that business.

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SECTION 1.2. DEFINITIONS.  For purposes of this Operating  Agreement,  
   the following terms shall have the meanings ascribed to them, and any
   derivatives of these terms shall have correlative meanings:

         (a) "Adjusted Capital Account Deficit" means, with respect to any 
     Member, the deficit balance, if any, in the Member's Capital Account as
     of the end of the relevant Fiscal Period, after giving effect to the
     following adjustments:

              (i)  the Capital Account shall be credited any amounts that the 
                   Member is deemed obligated to restore pursuant to the
                   penultimate sentences of section 1.704-2(g)(1) and (i)(5) of
                   the Treasury Regulations; and

             (ii)  the Capital Account shall be debited the items described in
                   section 1.704-1(b)(2)(ii)(d)(4), (5), and (6) of the Treasury
                   Regulations.

            (iii)  This definition is intended to comply with the provisions of
                   section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations and
                   shall be interpreted consistently therewith.

         (b)       [intentionally omitted]

         (c) "Affiliates" means, when used with reference to a specified
         person, (i) any person that directly or indirectly, controls, is
         controlled by or is under common control with the specified person,
         (ii) any person who is an officer of, partner in or trustee of, or who
         serves in a similar capacity with respect to, the specified person,
         (iii) any person who directly or indirectly, is the beneficial owner of
         10% or more of any ownership interest or securities of the specified
         person, or (iv) any corporation, partnership, limited liability company
         or other entity of which the specified person serves as an officer,
         director, managing partner, managing member or in a similar capacity.

         (d) "Articles" means the Company's Articles of Organization as
         filed with the Wisconsin Department of Financial Institutions, a copy
         of which is attached as EXHIBIT B.

         (e) "Capital Account" means the account established and 
         maintained for each Member pursuant to Article 3.

         (f) "Capital Contribution" means the gross amount of cash,
         property, services rendered, or promissory notes or other written
         obligations to provide cash or property or to perform services, in each
         case at its Value, contributed to the Company by any Member with
         respect to his or its Membership Interest.

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              (g) "Cash Available for Distribution" means Cash Flow less
         Reserves.

              (h) "Cash Flow" means cash funds provided from operations,
         including proceeds from leases or the release of Reserves, without
         deducting for depreciation, amortization, or similar noncash
         allowances, but after deducting cash funds used to pay for all
         operating expenses, Debt payments, improvements, replacements, or other
         cash outlays actually incurred.

              (i) "Cash From Sales or Refinancings" means all cash funds, if
         any, from the sale of any portion of the Company's assets or from the
         refinancing of the Property after repayment of the existing Debt, less
         any portion thereof used to establish Reserves and pay expenses of the
         Company associated with the refinancing.

              (j) "Code" means the Internal Revenue Code of 1986, as amended (or
         any corresponding provisions of succeeding law).

              (k) "Company" means Athena Holdings LLC.

              (l) "Debt" means (i) any indebtedness for borrowed money or the
         deferred purchase price of property as evidenced by a note, bond,
         or other instrument, (ii) obligations as lessee under capital leases,
         (iii) obligations secured by any mortgage, pledge, security interest,
         encumbrance, lien, or charge of any kind existing on any asset owned or
         held by the Company whether or not the Company has assumed or become
         liable for the obligations, and (iv) obligations under direct or
         indirect guarantees of indebtedness (including obligations, contingent
         or otherwise, to assure a creditor against loss in respect of
         indebtedness), or obligations of the kinds referred to in (i)-(iii)
         above, provided that the Debt shall not include obligations in respect
         of any accounts payable that are incurred in the ordinary course of the
         Company's business and are not delinquent or are being contested in
         good faith by appropriate proceedings. In determining the amount of
         Debt in any given circumstance, section 752(c) and any related
         provisions of the Code and Treasury Regulations shall be taken into
         account if appropriate.

              (m) "Depreciation" means, for each Fiscal Period of the Company,
         an amount equal to the depreciation, amortization, or other cost
         recovery deduction allowable with respect to an asset for the Fiscal
         Period under the Code, except that if the Value of an asset differs
         from its adjusted basis for federal income tax purposes at the
         beginning of the Fiscal Period, Depreciation shall be an amount that
         bears the same ratio to the beginning Value as the federal income tax
         depreciation, amortization, or other cost recovery deduction for the
         Fiscal Period bears to the beginning adjusted tax basis; provided,
         however, that if the adjusted basis for federal income tax purposes of
         an asset at the beginning of the Fiscal Period is zero, Depreciation
         shall be determined with reference to 

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         the beginning Value using any reasonable method selected by both
         of the Members consistent with the purpose and intent of this
         definition.

              (n) "Design/Build Contract" means the contract to be entered by
         and between the Company and Planning Associates, in form reasonably
         acceptable to both Members, which will set forth the design and
         construction services to be performed by Planning Associates for the
         Project, the fee to be paid Planning Associates for such services, and
         other matters related to the design and construction of the Project.

              (o) "Development Budget" means the budget for acquisition of the
         Property and development of the Project as set forth on EXHIBIT D
         attached hereto, as the same may be revised from time to time in
         accordance with Section 7.7.

              (p) "Dissolution Event" means (i) the sale or other disposition of
         all or substantially all of the Project; (ii) the election by Advantage
         or DezCon to abandon development of the Project and to dissolve the
         Company in the event the Company is unable to satisfy or waive the
         contingencies contained in the offer to purchase for the Property
         entered into by DezCon and the current owner of the Property, and
         Advantage does not elect to proceed with the project pursuant to
         Section 11.7; or (iii) the election by unanimous consent of the Members
         to dissolve the Company other than in connection with the abandonment
         of development of the Project under subsection (ii), above.

              (q) "Distribution" means the aggregate amount of any payment
         pursuant to Article 5 to Members with respect to Membership Interests
         of cash, property, services rendered, or promissory notes or other
         obligations to provide cash or property or to perform services, in each
         case at its Value.

              (r) "Fiscal Period" means any 12-month period ending on December
         31 or any portion of that period for which the Company is required to
         allocate Profits, Losses, and other items of income, gain, loss, or
         deduction for federal income tax purposes.

              (s) "GMP" means the guaranteed maximum price set forth in the
         Design/Build Contract.

              (t) "Held" or "Hold" means, when applied to Membership Interests,
         owned and controlled, and specifically includes Membership Interests
         deemed to be Held pursuant to Section 9.2 and/or Section 9.5(c), and
         each Member shall be conclusively presumed to Hold the Membership
         Interest set forth herein, as amended from time to time, until
         Transferred in accordance with Article 9.

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              (u) "Involuntary Transfer" means any Transfer of a Membership
         Interest by operation of law or in any transaction, proceeding, or
         action by or in which a Member would, but for the provisions of Section
         9.5, be involuntarily deprived or divested of any right, title, or
         interest in or to any Membership Interest, including, without
         limitation, (i) a Transfer on death or bankruptcy, (ii) any foreclosure
         of a security interest in the Membership Interest (including a
         Membership Interest that has been pledged to a financial institution
         solely as security for a Company Debt), (iii) any seizure under levy of
         attachment or execution, or (iv) any Transfer to a state or to a public
         office or agency pursuant to any statute pertaining to escheat or
         abandoned property or forfeiture.

              (v) "Involuntary Transferee" means any creditor, receiver, trust
         or trustee, estate, beneficiary, or other person to whom Membership
         Interests are Transferred pursuant to Section 9.5.

              (w) "Leases" mean the lease to the Institute for Academic
         Excellence, Inc. ("Institute") for space within the Project in the form
         as that attached hereto as EXHIBIT E, the lease to Planning Associates,
         Inc. ("Planning Associates") for space within the Project in the form
         as that attached hereto as EXHIBIT F, and any other lease hereafter
         entered into by the Company for the lease of space within the Project .

              (x) "Managing Member" means the Member chosen to manage the
         day-to-day operations of the Company pursuant to Section 7.1 and has
         the powers and shall perform the duties set forth in this Operating
         Agreement. Any reference in this Operating Agreement to Managing Member
         refers to such person or entity solely in the role of Managing Member
         and not in their role as a Member.

              (y) "Member" means each party signing this Operating Agreement as
         a Member and any person or entity that becomes a Member after acquiring
         a Membership Interest pursuant to Article 8.

              (z) "Member Nonrecourse Debt" has the same meaning as "partner
         nonrecourse debt" as set forth in section 1.704-2(b)(4) of the Treasury
         Regulations.

              (aa) "Member Nonrecourse Debt Minimum Gain" means an amount, with
         respect to each Member Nonrecourse Debt, equal to the Minimum Gain that
         would result if the Member Nonrecourse Debt were treated as a
         Nonrecourse Liability, determined in accordance with section
         1.704-2(i)(3) of the Treasury Regulations.

              (bb) "Member Nonrecourse Deductions" has the same meaning as
         "partner nonrecourse deductions" as set forth in section 1.704-2(i)(1)
         and (2) of the Treasury Regulations.

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              (cc) "Membership Interest" means the interests of a Member in the
         Profits, Losses and capital of the Company, and the commitments for
         which a Member is responsible under the WLLCL and as provided in this
         Operating Agreement. No individual right or obligation represented by a
         Membership Interest may be separately transferred or relinquished,
         whether voluntarily or by operation of law.

              (dd) "Minimum Gain" has the same meaning as "partnership minimum
         gain" as set forth in sections 1.704-2(b)(2) and (d) of the Treasury
         Regulations.

              (ee) "Nonrecourse Deductions" has the meaning set forth in section
         1.704-2(b)(1) of the Treasury Regulations. The amount of Nonrecourse
         Deductions for a Fiscal Period of the Company equals the net increase,
         if any, in the amount of Minimum Gain during that Fiscal Period,
         determined according to the provisions of section 1.704-2(c) of the
         Treasury Regulations.

              (ff) "Nonrecourse Liability" has the meaning set forth in section
         1.704-2(b)(3) of the Treasury Regulations.

              (gg) "Notice of Involuntary Transfer" means the written notice to
         be sent by a Transferor and an Involuntary Transferee to the Company
         pursuant to Section 9.5 describing the event giving rise to the
         Involuntary Transfer; the date upon which the Transfer occurred; the
         reason or reasons for the Transfer; the name, address and capacity of
         the Involuntary Transferee; and the Membership Interest involved.

              (hh) "Notice of Transfer" means the written notice to be sent by a
         Transferor to the Company and the other Members pursuant to Section 9.3
         before any proposed Transfer stating the Membership Interest proposed
         to be transferred; the name and address of the prospective Transferee;
         the date on which the Transfer is to occur (which date shall not be
         later than one hundred eighty (180) days nor earlier than sixty (60)
         days after the date of the Notice of Transfer); and the sale price, the
         terms of payment, and the other material terms and conditions of the
         proposed Transfer.

              (ii) "Offer" means the offer to sell the Membership Interest
         identified in a Notice of Involuntary Transfer that is represented by
         the Notice of Involuntary Transfer pursuant to Section 9.5.

              (jj) "Operating Agreement" means this Operating Agreement and all
         exhibits attached hereto.

              (kk) "Operating Budget" means the budget for the day-to-day
         operations of the Partnership as approved from time to time by the
         Members under Section 7.8.

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              (ll) "Percentage Interests" means the percentage interests of each
         Member in the management and control of the Company as set forth on
         EXHIBIT C attached hereto, subject to adjustment under Section 3.3.

              (mm) "Permitted Assignee" means with respect to a Member, (i) the
         shareholders, officers, directors, partners or members of a Member,
         (ii) the spouse or the issue of any person identified in subsection
         (i), above, (iii) another Member, (iv) a trust created for the benefit
         of any of the foregoing, or, in the case of a trust, the beneficiaries
         of the trust, or (v) to an entity controlled by, controlling, or under
         common control with a Member or any entity identified in subsection
         (i), above.

              (nn) [intentionally omitted]

              (oo) "Prime Rate" means the highest base rate on corporate loans
         posted by at least 75% of the thirty (30) largest banks in the United
         States as published from time to time by The Wall Street Journal.

              (pp) "Profits" and "Losses" mean, for each Fiscal Period, amounts
         equal to the Company's taxable income and loss for the Fiscal Period,
         determined in accordance with section 703(a) of the Code (for this
         purpose, all items of income, gain, loss, or deduction required to be
         stated separately pursuant to section 703(a)(1) of the Code shall be
         included in taxable income or loss), with the following adjustments:

                   (i)  Any income of the Company that is exempt from federal 
                        income tax and not otherwise taken into account in
                        computing Profits or Losses pursuant to this definition
                        shall be added to the taxable income or loss.

                  (ii)  Any expenditures of the Company described in section
                        705(a)(2)(B) of the Code or treated as section
                        705(a)(2)(B) expenditures as described in section
                        1.704-1(b)(2)(iv)(i) of the Treasury Regulations, and
                        not otherwise taken into account in computing Profits or
                        Losses pursuant to this definition, shall be subtracted
                        from the taxable income or loss.

                 (iii)  In the event the Value of any asset of the Company is 
                        adjusted pursuant to the definition of Value below, the
                        amount of the adjustment shall be taken into account as
                        gain or loss from the disposition of the asset for
                        purposes of computing Profits and Losses.


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                  (iv)  Gain or loss resulting from the Company's disposition of
                        any property, with respect to which gain or loss is
                        recognized for federal income tax purposes, shall be
                        computed by reference to the Value of the property
                        disposed of, notwithstanding that the property's
                        adjusted tax basis differs from its Value.

                   (v)  In lieu of the depreciation, amortization, and other
                        cost recovery deductions taken into account in computing
                        such taxable income or loss, there shall be taken into
                        account Depreciation for the fiscal year or other
                        period.

                  (vi)  To the extent that an adjustment to the adjusted tax
                        basis of any Company asset pursuant to section 734(b) or
                        743(b) of the Code must be taken into account pursuant
                        to section 1.704-1(b)(2)(iv)(m) of the Treasury
                        Regulations in determining Capital Accounts as a result
                        of a Distribution other than in complete liquidation of
                        a Member's Membership Interest, the amount of the
                        adjustment shall be treated as an item of gain (if the
                        adjustment increases the asset's basis) or loss (if the
                        adjustment decreases the asset's basis) from the
                        disposition of the asset and shall be taken into account
                        for purposes of computing Profits or Losses.

                 (vii)  Notwithstanding any other provisions of this definition,
                        any items that are specially allocated pursuant to
                        Sections 6.2 and 6.3 shall not be taken into account in
                        computing Profits or Losses.

                (viii)  The amounts of the items of income, gain, loss, and
                        deduction available to be specially allocated pursuant
                        to Sections 6.2 and 6.3 shall be determined by applying
                        rules analogous to those set forth in this definition as
                        appropriate.

              (qq) "Project" means the Property and the development thereon of
         an approximately 73,638 square foot, three-story professional office
         building, surface parking and related site work.

              (rr) "Project Financing" means the financing described in Section
         3.2.

              (ss) "Property" means approximately 4.62 acres of land located
         within the First Addition to Old Sauk Trails in the City of Madison,
         Wisconsin, more particularly described on EXHIBIT A attached hereto.

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              (tt) "Property Management Contract" means the property management
         contract to be entered into by the Company with Planning Associates, a
         copy of which is attached hereto as EXHIBIT H.

              (uu) "Reserves" means, with respect to any Fiscal Period, any
         funds set aside or amounts allocated during or with respect to that
         period, in amounts reasonably established by both Members, for repairs,
         replacements, contingencies, working capital, or other outlays, known
         or unknown, contingent or otherwise.

              (vv) "Transfer" means sell, give, assign, bequeath, pledge or
         otherwise encumber, divest, dispose of, or transfer ownership or
         control of all, any part of, or any interest in, whether voluntarily or
         by operation of law, either inter vivos or upon death, but does not
         include, with respect to a Membership Interest, a pledge of the
         Membership Interest to a financial institution solely as security for a
         Company Debt.

              (ww) "Transferee" means any person acquiring a Membership Interest
         pursuant to the terms of Article 9.

              (xx) "Transferor" means a Member who proposes to Transfer any of
         his or its Membership Interest pursuant to the terms of Article 9.

              (yy) "Treasury Regulations" means the regulations adopted from
         time to time by the Department of the Treasury under the Code, and any
         references to "partners" and "partnership" in those regulations shall
         refer, as appropriate, to Members and the Company, respectively.

              (zz) "Value" means, with respect to any asset, the asset's
         adjusted basis for federal income tax purposes, except as follows:

                  (i)   The initial Value of any asset contributed by a Member
                        to the Company shall be the gross fair market value of
                        the asset, as determined by both of the Members.

                  (ii)  The Values of all Company assets shall be adjusted to
                        equal their respective gross fair market values, as
                        reasonably determined by both of the Members, as of the
                        following times: (A) the acquisition of additional
                        Membership Interests by any new or existing Member in
                        exchange for more than a de minimis Capital
                        Contribution; (B) the Company's Distribution to a Member
                        of more than a de minimis amount of the Company's
                        property as consideration for his or her Membership
                        Interest if the Members reasonably 

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<PAGE>   10

                        determine that the adjustment is necessary or
                        appropriate to reflect the Members' relative economic
                        interests in the Company; and (C) the liquidation of the
                        Company within the meaning of section
                        1.704-1(b)(2)(ii)(g) of the Treasury Regulations.

                 (iii)  The Value of any asset of the Company distributed to any
                        Member shall be the gross fair market value of the asset
                        on the date of Distribution reasonably determined by
                        both of the Members.

                 (iv)   The Value of the Company assets shall be increased (or
                        decreased) to reflect any adjustments to the assets'
                        adjusted basis pursuant to section 734(b) or 743(b) of
                        the Code, but only to the extent that the adjustments
                        are taken into account in determining Capital Accounts
                        pursuant to Section 6.2(g) as required by
                        section 1.704-1(b)(2)(iv)(m) of the Treasury
                        Regulations; provided, however, that Values shall not be
                        adjusted pursuant to this Clause (iv) to the extent that
                        both of the Members reasonably determine that an
                        adjustment pursuant to Clause (ii) above is necessary or
                        appropriate in connection with a transaction that would
                        otherwise result in an adjustment pursuant to this
                        Clause (iv). 

    If the Value of an asset has been determined or adjusted pursuant to Clause
    (i), (ii), or (iv) above, the Value shall thereafter be adjusted by the
    Depreciation taken into account with respect to the asset for purposes of
    computing Profits and Losses.

                                    ARTICLE 2
                               GENERAL PROVISIONS

    SECTION 2.1. NAME. The name of the Company is "Athena Holdings LLC".

    SECTION 2.2. PRINCIPAL OFFICE, REGISTERED OFFICE AND REGISTERED AGENT.

         (a) Initial Office and Agent. The principal business office of the
    Company and the Company's Registered Office initially shall be located at
    455 Science Drive, Madison, Wisconsin and shall be changed to the address
    for the Project once Institute has taken possession of its space under its
    lease for a portion of the Project. The Company's Registered Agent shall be
    Stuart Udell.

         (b) Filing on Change. Upon the appointment of a new Registered Agent or
    the change of the Registered Office, the Managing Member shall file or cause
    the filing of the

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    document required by section 183.0105 of the WLLCL as appropriate to the 
    circumstances.

                                    ARTICLE 3
                              CAPITAL CONTRIBUTIONS

    SECTION 3.1 CAPITAL CONTRIBUTIONS. Each Member has made an initial Capital
Contribution of the amount set forth in EXHIBIT C.

    SECTION 3.2. PROJECT FINANCING. The Members shall seek development and
"mini-perm" financing for the Project on the most favorable terms reasonably
available. Members shall deliver to each other all information and proposals
from lenders relating to the financing available to the Company. Prior to
securing any financing, Advantage shall have the right, but not the obligation,
to elect to provide financing to the Company on the same terms and conditions as
those contained in the most favorable proposal submitted to the Company for
nonrecourse financing.

    SECTION 3.3. OPERATING DEFICIT. If the operating cash requirements of the
Company exceed available cash from Company operations, the Managing Member shall
first seek third party financing for the shortfall ("Operating Deficit"), on
commercially reasonable terms and at competitive rates. If available at
commercially reasonable terms and at competitive rates, the Company shall take
out a loan to finance the Operating Deficit. If the Managing Member is unable to
obtain a loan on commercially reasonable terms and at competitive rates, which
rates shall not exceed an annual rate of 3% plus the Prime Rate, the Managing
Member shall notify each Member of the need to contribute each Member's prorata
share of the Operating Deficit, based on each Member's Percentage Interest in
the Company. Each Member's share of the Operating Deficit as hereinabove
calculated shall be referred to as the "Member Operating Deficit Share". If any
Member does not contribute to the Company all or any part of its Member
Operating Deficit Share (the "Default Amount"), the nondefaulting Member shall
have the option to contribute the Default Amount to the Company and each
Member's Percentage Interest shall be adjusted accordingly; provided, however,
that for purposes of computing such adjustment, DezCon's initial capital
contribution shall be deemed to be $300,000.00, and the initial total capital
contribution of the Members shall be deemed to be $1,000,000.00. By way of
example, if the Operating Deficit is $50,000.00, Advantage's Member Operating
Deficit Share is $35,000.00 (70% times $50,000.00) and DezCon's Member Operating
Deficit Share is $15,000.00 (30% times $50,000.00). If DezCon only contributes
to the Company $2,000.00 of its Member Operating Deficit Share and this is the
first time that the Company has required additional capital contributions from
the Members pursuant to this Section 3.3, the Default Amount is $13,000.00
($15,000.00 minus $2,000.00). Assuming that Advantage contributes to the capital
of the Company both its Member Operating Deficit Share and the Default Amount,
Advantage's and DezCon's Percentage Interests in the Company shall be adjusted
as follows:

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    DezCon's Percentage                Initial Capital Contribution
     Interest                =         Value + Section .3.3 Deficit 
                                       Contributions 1,000,000.00 + Aggregate 
                                         Section .3.4 Deficit Contributions

                             =         $300,000.00 + $2,000
                                       -----------------------
                                       $1,000,000.00 + $50,000

                             =         28.76%

    Advantage's Percentage             $700,000.00 + $48,000.00
                                       ------------------------
     Interest                =         $1,000,000.00 + $50,000

                             =         71.24%

    The provisions of this Section 3.3 are for the benefit of Members only and 
    not third party  creditors  of the Company.

    SECTION 3.4. ADJUSTED CAPITAL CONTRIBUTIONS. The Capital Contributions
attributable to the Membership Interest held by a Member shall be adjusted as
follows:

         (a) Increase. The Capital Contributions shall be increased by the
    amount of any of the Company's Debt that, in connection with Distributions,
    is assumed by the Member or is secured by any property of the Company
    distributed to the Member.

         (b) Reduction. The Capital Contributions shall be reduced by the amount
    of any Debt of the Member that is assumed by the Company or secured by any
    property contributed by the Member to the Company.

         (c) Transfers. If any Member Transfers all or any portion of his or her
    Membership Interest in accordance with the terms of this Operating
    Agreement, the Transferee shall succeed to the Transferor's Capital
    Contribution, as adjusted under this Section 3.4, to the extent that it
    relates to the Transferred Membership Interest.

    SECTION 3.5. RETURN OF CAPITAL. No Member is entitled to withdraw or resign
from the Company, to receive a return of any part of its Capital Contribution,
to receive any distribution or to receive a repayment of any balance in its
Capital Account, except as expressly provided in this Operating Agreement. No
Member has the right to demand that distributions be in kind. No Member will be
paid interest on any Capital Contribution or on such Member's Capital Account.

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<PAGE>   13

    SECTION 3.6. BREACH OF LEASE. If the Institute or Planning Associates fails
to make a monetary payment when due or payable under their respective Leases,
after having had the opportunity to remedy or cure such failure as permitted
under their respective Leases, any amounts due Advantage, in the event of a
default by the Institute, or any amounts due DezCon, in the event of a default
by Planning Associates under this Agreement may be offset against any amounts
due the Company from the defaulting party under the applicable Lease.

                                    ARTICLE 4
                                CAPITAL ACCOUNTS

    SECTION 4.1 CAPITAL ACCOUNTS. There shall be established and maintained with
respect to the Membership Interest Held by each Member a Capital Account in
accordance with the following:

         (a) Credits. To each Member's Capital Account there shall be credited
    (i) the Member's Capital Contributions (including additional contributions
    under Section 3.3, if made), (ii) the Member's allocable share of Profits
    pursuant to Section 6.1 and any items in the nature of income or gain that
    are specially allocated pursuant to Section 6.2 and Section 6.3.

         (b) Debits. To each Member's Capital Account there shall be debited (i)
    the amount of cash and the Value of any property distributed to the Member,
    (ii) the Member's allocable share of Losses pursuant to Section 6.1 and any
    items in the nature of deductions or losses specially allocated pursuant to
    Section 6.2 and Section 6.3.

         (c) Transfers. If any Member Transfers all or any portion of his or its
    Membership Interest in accordance with the terms of this Operating
    Agreement, the Transferee shall succeed to the Transferor's Capital
    Contribution and Capital Account to the extent related to the Membership
    Interest transferred.

    SECTION 4.2. INTERPRETATION. The provisions of Section 4.1 and the other
provisions of this Operating Agreement relating to the maintenance of Capital
Accounts are intended to comply with section 1.704-1(b) of the Treasury
Regulations and shall be interpreted and applied in a manner consistent with
that Treasury Regulation. If the Members determine that it is prudent to modify
the manner in which the Capital Accounts, or any debits or credits to those
Capital Accounts are computed in order to comply with the Treasury Regulations,
the Members may make the modification, provided that it is not likely to have a
material effect on the amounts distributable to any Member pursuant to Article
11 upon the dissolution of the Company. The Members also shall (a) make any
adjustments that are necessary or appropriate to maintain equality between the
Capital Accounts and the amount of capital reflected on the Company's 

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<PAGE>   14

balance sheet, as computed for book purposes, in accordance with section
1.704-1(b)(2)(iv)(g) of the Treasury Regulations, and (b) make any appropriate
modifications in the event that unanticipated events might otherwise cause this
Operating Agreement not to comply with section 1.704-1(b) of the Treasury
Regulations.

                                    ARTICLE 5
                                  DISTRIBUTIONS

    SECTION 5.1 CASH AVAILABLE FOR DISTRIBUTION. Except as otherwise provided in
Section 5.3, the Managing Member shall distribute, within forty-five (45) days
after the end of each calendar year, Cash Available for Distribution pro rata to
DezCon and Advantage, in accordance with their Percentage Interests.

    SECTION 5.2. CASH FROM SALES OR REFINANCINGS. Except as otherwise provided
in Section 5.3, at such times as reasonably determined by the Members but in any
event within forty-five (45) days after the end of each calendar year, Cash From
Sales or Refinancings shall be distributed prorata to Advantage and DezCon, in
accordance with their Percentage Interests.

    SECTION 5.3. LIQUIDATING DISTRIBUTION. If the Company is liquidated pursuant
to Article 11, the assets to be distributed pursuant to Section 11.3(d) shall be
distributed to the Members in accordance with their Capital Account balances
after making the adjustments for allocations under Article 3 and Article 6.

                                    ARTICLE 6
                        ALLOCATION OF PROFITS AND LOSSES

    SECTION 6.1. PROFITS AND LOSSES.

         (a) Profits. Except as provided below in this Article 6, Profits, for
    each Fiscal Period shall be allocated among the Members as follows:

              (i)  First, to offset any prior Loss allocations under Section
                   6.1(b)(ii) and then Section 6.1(b)(i) to the extent not
                   off-set by prior allocations of Profits under this Section
                   6.1(a)(i); and

              (ii) The balance, if any, prorata to DezCon and Advantage in
                   accordance with their Percentage Interests.

         (b) Losses. Except as provided below in this Article 6, Losses shall be
    allocated among the Members as follows:


                                       14
<PAGE>   15

              (i)  First, to the extent of the Members' positive Capital Account
                   balances, in accordance with a ratio for each Member in which
                   the numerator is the Member's positive Capital Account
                   balance and the denominator is the aggregate of all Members'
                   positive Capital Account balances; and

              (ii) The balance, prorata to DezCon and Advantage in accordance
                   with their Percentage Interests.

         (c) Gain from Sales or Refinancings. Gain from the sale or other
    disposition of all or substantially all of the Company's Assets or from the
    refinancing of the Property (to the extent there is sufficient gain), shall
    be allocated as follows:

              (i)  First, to offset any prior Loss Allocations under Section
                   6.1(b)(i) to the extent not offset by prior allocations of
                   Profits under Section 6.1(a)(i) or gains under this Section
                   6.1(c)(i);

              (ii) Second, to DezCon in an amount equal to $234,000; and

              (iii) The balance, if any, shall be prorata to DezCon and
                   Advantage in accordance with their Percentage Interests.

     SECTION 6.2. SPECIAL ALLOCATIONS. The following special allocations shall
be made in the following order:

         (a) Minimum Gain Charge-back. Except as otherwise provided in section
    1.704-2(f) of the Treasury Regulations, notwithstanding any other provision
    of this Article 6, if there is a net decrease in Minimum Gain during any
    Fiscal Period, each Member shall be specially allocated items of income and
    gain for the Fiscal Period (and, if necessary, subsequent Fiscal Periods) in
    an amount equal to the Member's share of the net decrease in Minimum Gain,
    determined in accordance with section 1.704-2(g) of the Treasury
    Regulations. The items to be so allocated shall be determined in accordance
    with sections 1.704-2(i)(4) and (j)(2) of the Treasury Regulations. This
    Section 6.2(a) is intended to comply with the minimum gain charge-back
    requirement in section 1.704-2(f) of the Treasury Regulations and shall be
    interpreted consistently therewith.

         (b) Member Minimum Gain Charge-back. Except as otherwise provided in
    section 1.704-2(i)(4) of the Treasury Regulations, notwithstanding any other
    provision of this Article 6, if there is a net decrease in Member
    Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt
    during any Fiscal Period, each Member who has a share of the Member
    Nonrecourse Debt Minimum Gain attributable to the Member

                                       15
 
<PAGE>   16

    Nonrecourse Debt, determined in accordance with section 1.704-2(i)(5) of the
    Treasury Regulations, shall be specially allocated items of income and gain
    for the Fiscal Period (and, if necessary, subsequent Fiscal Periods) in an
    amount equal to the Member's share of the net decrease in Member Nonrecourse
    Debt Minimum Gain attributable to the Member Nonrecourse Debt, determined in
    accordance with section 1.704-2(i)(4) of the Treasury Regulations. The items
    to be so allocated shall be determined in accordance with sections
    1.704-2(i)(4) and (j)(2) of the Treasury Regulations. This Section 6.2(b) is
    intended to comply with the minimum gain charge-back requirement in section
    1.704-2(i)(4) of the Treasury Regulations and shall be interpreted
    consistently therewith.

         (c) Qualified Income Offset. If any Member unexpectedly receives any
    adjustments, allocations, or Distributions described in section
    1.704-1(b)(2)(ii)(d)(4), (5), or (6) of the Treasury Regulations, items of
    income and gain shall be specially allocated to each such Member in an
    amount and manner sufficient to eliminate, to the extent required by the
    Treasury Regulations, the Adjusted Capital Account Deficit of the Member as
    quickly as possible, provided that an allocation pursuant to this Section
    6.2(c) shall be made if and only to the extent that the Member would have an
    Adjusted Capital Account Deficit after all other allocations provided for in
    this Article 6 have been tentatively made as if this Section 6.2(c) were not
    in this Operating Agreement.

         (d) Gross Income Allocation. If any Member has an Adjusted Capital
    Account Deficit (determined without regard to the second adjustment listed
    in the definition of the term in Section 1.2) at the end of any Fiscal
    Period, each such Member shall be specially allocated items of income and
    gain in an amount and manner sufficient to eliminate, to the extent required
    by the Treasury Regulations, the Adjusted Capital Account Deficit as quickly
    as possible; provided that an allocation pursuant to this Section 6.2(d)
    shall be made if and only to the extent that the Member would have an
    Adjusted Capital Account Deficit in excess of this amount after all other
    allocations provided for in this Article 6 have been tentatively made as if
    this Section 6.2(d) and Section 6.2(c) were not in this Operating Agreement.
   

         (e) Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal
    Period shall be allocated among the Members in accordance with Section
    6.1(a).

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

                                       16
<PAGE>   17

         (g) Section 754 Adjustment. To the extent that an adjustment to the
    adjusted tax basis of any Company asset pursuant to section 734(b) or
    section 743(b) of the Code is required to be taken into account, pursuant to
    section 1.704-1(b)(2)(iv)(m)(2) or (4) of the Treasury Regulations, in
    determining Capital Accounts as the result of a Distribution to a Member in
    complete liquidation of his or her Membership Interest, the amount of the
    adjustment to the Capital Accounts shall be treated as an item of gain (if
    the adjustment increases the asset's basis) or loss (if the adjustment
    decreases the asset's basis), and this gain or loss shall be specially
    allocated (i) to the Members in accordance with Section 6.1 if section
    1.704-1(b)(2)(iv)(m)(2) of the Treasury Regulations applies, or (ii) to the
    Members to whom the Distribution was made if section 1.704-1(b)(2)(iv)(m)(4)
    of the Treasury Regulations applies.

         (h) Imputed Interest. To the extent that the Company has taxable
    interest income or expense with respect to any obligation relating to a
    Member pursuant to section 483, sections 1271-1288, or section 7872 of the
    Code:

              (i)  the interest income or expense shall be specially allocated
                   to the Members to whom the obligation relates; and

              (ii) the amount of the interest income or expense shall be
                   excluded from the Capital Contributions credited to the
                   Member's Capital Account in connection with payments of
                   principal with respect to the obligation.

         (i) Allocations Relating to Taxable Issuance of Membership Interests.
    Any income, gain, loss, or deduction realized as a direct or indirect result
    of the issuance of Membership Interests shall be allocated among the Members
    so that, to the extent possible, the net amount of the items, together with
    all other allocations to each Member under this Operating Agreement, shall
    be equal to the net amount that would have been allocated to each such
    Member if the items had not been realized.

    SECTION 6.3. CURATIVE ALLOCATIONS. The allocations set forth in Sections
6.2(a)-6.2(g) above (the "regulatory allocations") are intended to comply with
certain requirements of the Treasury Regulations. It is the Members' intent
that, to the extent possible, all regulatory allocations shall be offset either
with other regulatory allocations or with special allocations of other items of
income, gain, loss, or deduction pursuant to this Section 6.3. Therefore,
notwithstanding any other provision of this Article 6 (other than the regulatory
allocations), the Members shall make such offsetting special allocations of
income, gain, loss, or deduction in whatever manner they reasonably determine
appropriate so that, after the offsetting allocations are made, each Member's
Capital Account balance is, to the extent possible, equal to the Capital 

                                       17
<PAGE>   18

Account balance the Member would have had if the regulatory allocations were not
part of this Operating Agreement and all such items were allocated pursuant to
Sections 6.1, 6.2(h), 6.2(i) and Section 6.4. In exercising their discretion
under this Section 6.3, the Members shall take into account future regulatory
allocations under Sections 6.2(a) and 6.2(b) that, although not yet made, are
likely to offset other regulatory allocations previously made under Sections
6.2(e) and 6.2(f).

    SECTION 6.4. TAX ALLOCATIONS.

         (a) Capital Contributions. In accordance with section 704(c) of the
    Code and the Treasury Regulations under that section, income, gain, loss,
    and 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 property's adjusted basis to the Company for federal
    income tax purposes and its initial Value.

         (b) Adjustment of Value. If the Value of any Company asset is adjusted,
    subsequent allocations of income, gain, loss, and deduction with respect to
    the asset shall take account of any variation between the asset's adjusted
    basis for federal income tax purposes and its Value as so adjusted in the
    same manner as under section 704(c) of the Code and the Treasury Regulations
    under that section.

         (c) Elections. Any elections or other decisions relating to the
    allocations shall be made by the Members in any manner that reasonably
    reflects the purpose and intent of this Operating Agreement. Allocations
    pursuant to this Section 6.4 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 or share of Profits, Losses, other items, or
    Distributions pursuant to any provision of this Operating Agreement.

                                    ARTICLE 7
                      RIGHTS AND DUTIES OF MANAGING MEMBER

     SECTION 7.1. MANAGEMENT The day-to-day business and affairs of the Company
shall be managed by its Managing Member. Except for situations in which the
approval of the Members is expressly required by this Operating Agreement, the
Managing Member shall have full and complete authority, power and discretion to
manage and control the day-to-day business, affairs and properties of the
Company, to make all decisions regarding those matters and to perform any and
all other acts or activities customary or incident to the day-to-day management
of the Company's business. Advantage shall be the initial Managing Member of the
Company. Decisions outside of the day-to-day business of the Company shall be
reserved to the Members.

                                       18
<PAGE>   19

    SECTION 7.2. AUTHORITY AND POWERS OF MANAGING MEMBER.

         (a) Authority. Without limiting the generality of Section 7.1, the
    Managing Member for, in the name of, on behalf of, and at the expense of the
    Company, is authorized to do on the Company's behalf all things that, in its
    sole judgment, are necessary, proper, or desirable to carry out the normal
    day-to-day Company business in its ordinary course, including, but not
    limited to, the right to:

             (i)   assume by assignment from DezCon the right to acquire the
                   Property for a purchase price of $605,000.00;

             (ii)  enter into the Property Management Contract in substantially
                   the form as that attached hereto as EXHIBIT G;

             (iii) pay out of Company funds all fees and expenses incurred in
                   the organization of the Company and reflected in the
                   Development Budget approved by the Members and attached
                   hereto as EXHIBIT D, as well as all fees and expenses
                   necessary to carry on the business and accomplish the
                   purposes of the Company as contemplated in the Operating
                   Budget for the Company established from time to time under
                   Section 7.8;

             (iv)  notwithstanding anything to the contrary in this Operating
                   Agreement, enter into and execute the Leases;

             (v)   enter into and execute all documents, instruments, and
                   agreements reasonably deemed by the Managing Member to be
                   necessary, appropriate, or needed for the performance of its
                   duties and the exercise of its powers under this Operating
                   Agreement;

             (vi)  subject to the limitations set forth in Section 7.3(b)(xiii),
                   contract on behalf of the Company for the employment and
                   services of employees and independent contractors, attorneys,
                   accountants, architects, and other professionals, consistent
                   with the Operating Budget approved from time to time under
                   Section 7.8, and delegate to such persons the duty to manage
                   or supervise any of the assets or operations of the Company
                   on such compensation terms as deemed appropriate by the
                   Managing Member, provided that any fees paid shall be
                   competitive with fees customarily charged for similar
                   services in the Dane County area;

                                       19
<PAGE>   20

            (vii)  enter into the Design/Build Contract; and

            (viii) make such elections under Section 754 of the Code or any
                   other appropriate provision of the Code as the Managing
                   Member may in its good faith discretion deem advisable and
                   consistent with the provisions of this Agreement.

         (b) Certificate of Authority. Any person dealing with the Company or
    the Managing Member may rely on a certificate signed by the Managing Member
    with respect to:

            (i)    the identity of the Members and Managing Member;

            (ii)   the existence or nonexistence of any fact or facts that
                   constitute a condition precedent to acts by the Managing
                   Member or any other matter germane to the Company's affairs;

            (iii)  the persons who are authorized to execute and deliver any
                   instrument or document on the Company's behalf; and

            (iv)   any other matter whatsoever involving the Company, Managing
                   Member or any Member.

    SECTION 7.3. RESTRICTIONS ON AUTHORITY OF MANAGING MEMBER.

         (a) Absolute Restrictions. The Managing Member shall not have the
    authority to:

            (i)    act in contravention of applicable law or this Operating
                   Agreement or in such a manner as to make it impossible to
                   carry on the Company's ordinary business;

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

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

         (b) Restrictions Without Consent. Without the unanimous written consent
    of all Members, the Managing Member shall not have the authority to make
    decisions outside of the scope of the day to day business of the Company,
    including but not limited to the following:

                                       20
<PAGE>   21

            (i)    sell or otherwise dispose of all or any portion of the
                   Project;

            (ii)   issue additional Membership Interests or admit additional
                   Members;

            (iii)  compromise, prosecute, defend or settle any claim against or
                   inuring to the benefit of the Company;

            (iv)   make any changes or amendments to the Company's Articles of
                   Organization;

            (v)    enter into any construction contract for the Project (other
                   than the Design/Build Contract), or agree to any amendment,
                   modification, extension, or change order to or under the
                   Design/Build Contract;

            (vi)   enter into any lease other than the Leases, or enter into any
                   modification, amendment, extension or early termination of
                   any of the Leases;

            (vii)  establish capital reserves in excess of the amount approved
                   in the Operating Budget;

            (viii) borrow any sum on behalf of the Project;

            (ix)   expend any Project funds in any fiscal period other than (a)
                   amounts in the annual Operating Budget for the Project
                   approved by the Members or (b) the original costs of
                   completing the development of the Project set forth in the
                   Project Budget;

            (x)    refinance the Project or any indebtedness of the Company;

            (xi)   cause the Company to make loans;

            (xii)  grant any easements encumbering the Project or execute any
                   deeds conveying any Partnership property; or

            (xiii) enter into any contract with any member of Managing Member
                   or any Affiliate of Managing Member.

    Any request for the consent of the Members in regard to the above referenced
    actions shall be made by the Managing Member in writing and shall be
    approved or denied by all 

                                       21

<PAGE>   22

    Members within ten (10) business days of receipt, or such request shall be
    deemed approved.

    SECTION 7.4. DUTIES AND OBLIGATIONS OF MANAGING MEMBER.

         (a) Operations. The Managing Member shall take all action that may be
    necessary or appropriate (i) for the continuation of the Company's valid
    existence as a limited liability company under the WLLCL, and (ii) for the
    acquisition, development, maintenance, financing, operation, leasing and
    sale of the Property owned by the Company in accordance with the provisions
    of this Operating Agreement and applicable laws and regulations.

         (b) Tax Returns. No later than the fifteenth (15th) day of the third
    (3rd) month following the last day of each Fiscal Period of the Company, the
    Managing Member shall cause to be prepared the state and federal income tax
    returns for the Company (and shall submit the same to the appropriate
    governmental agency), and such other information as may be necessary to
    enable Members to prepare state and federal income tax returns. Each person
    or entity that was a Member during the Fiscal Period covered by the
    statement shall be entitled to a copy thereof.

         (c) Accounting. Not later than the tenth (10th) business day after the
    end of each month, Managing Member shall provide to the Members an
    accounting of all income and expenses for the preceding month. In preparing
    the accounting, the Managing Member shall maintain the financial records of
    the Company on an accrual basis in accordance with GAAP and Advantage's
    auditors' instructions. At any time, Advantage may perform all or any of the
    tasks set forth in this Section 7.4 (b) or (c), upon ten (10) days prior
    written notice to Managing Member, in which case Managing Member shall no
    longer perform the tasks set forth in Advantage's notice.

         (d) Financial Statements. No later than the fifteenth (15th) day of the
    third (3rd) month following the last day of each Fiscal Period of the
    Company, Advantage shall cause to be prepared financial statements of the
    Company as of the close of the preceding Fiscal Period (in form audited,
    compiled or otherwise), as the Managing Member shall deem appropriate. The
    Managing Member shall cooperate with Advantage's auditor in this regard, and
    a copy of the financial statements shall be provided to all Members. The
    cost of preparing the financial statements shall be paid by the Company.

    SECTION 7.5. LIMITATION ON LIABILITY OF MANAGING MEMBER; INDEMNIFICATION.
The Managing Member shall not be liable, responsible, or accountable in damages
or otherwise to the Members for any act or omission pursuant to the authority
granted the Managing Member by this Operating Agreement if the Managing Member
acted (a) in good faith and in a manner he 

                                       22

<PAGE>   23

reasonably believed to be within the scope of the authority granted to him by
this Operating Agreement, and (b) in the best interests, or not opposed to the
best interests, of the Company, provided that the Managing Member shall not be
relieved of liability for any claim, issue, or matter as to which the Managing
Member shall have been finally determined to have violated section 183.0402 of
the WLLCL. Subject to this limitation, in the case of any such determination of
liability, the Company shall indemnify and allow expenses to the Managing Member
to the fullest extent permitted or required by section 183.0403 of the WLLCL.

    SECTION 7.6. NO COMPENSATION. The Managing Member shall not receive any
salary, fee, or draw for services rendered to or on behalf of the Company, but
the Managing Member shall be reimbursed for any out-of-pocket expenses incurred
by the Managing Member on behalf of the Company consistent with the Operating
Budget approved by the Members under Section 7.8.

    SECTION 7.7. DEVELOPMENT BUDGET. Prior to the commencement of construction
of the Project, each Member shall approve in writing the Development Budget
prepared by DezCon or its Affiliate. Each Member shall raise any objections it
may have to the Development Budget within thirty (30) days after the date of
this Agreement, or that Member shall be deemed to have approved the Development
Budget. If any Member raises any objection to the Development Budget, the
Members shall negotiate in good faith to resolve any dispute and adopt and
approve of the Development Budget. The Development Budget, once approved by the
Members, shall not be modified without the consent of all of the Members.

    SECTION 7.8. OPERATING BUDGET. Prior to the commencement date of the
original term of the Leases (whichever is earlier) and thereafter prior to
December 1 of each calendar year, Managing Member will direct Planning
Associates under the Property Management Contract to prepare and submit to all
Members an operating budget ("Operating Budget") for the current calendar year
with respect to the first Operating Budget submitted prior to the commencement
date of the term of the Leases and for the following calendar year with respect
to each subsequent Operating Budget required to be prepared hereunder. Each
Member shall raise any objections it may have to the Operating Budget submitted
by Planning Associates (or any successor property manager) within thirty (30)
days after receipt of the proposed Operating Budget, or that Member shall be
deemed to have approved the Operating Budget as so submitted by Planning
Associates (or any successor property manager). If any Member raises any
objection to the Operating Budget, the Members shall negotiate in good faith to
resolve any dispute and adopt an approved Operating Budget. If after thirty (30)
days of negotiations the Members are unable to reach agreement on an Operating
Budget, an impasse shall be deemed to have occurred for purposes of Article 9.
An Operating Budget, once approved by the Members, shall not be modified without
the consent of all the Members.

                                       23
<PAGE>   24

                                    ARTICLE 8
                               ACTIONS BY MEMBERS

    SECTION 8.1 ACTION. Any action requiring the consent of the Members may be
taken either by the vote of the Members at a meeting of the Members or by the
unanimous written consent of the Members without a meeting. No person other than
a Member may challenge an act taken by the Managing Member on behalf of the
Company based on the failure to obtain the requisite consent, and any act taken
by the Company with respect to a third party having no actual knowledge of such
a failure shall be binding against the Company.

    SECTION 8.2. OTHER BUSINESS ACTIVITIES. The Members and their respective
Affiliates may engage independently or with others in other business ventures of
every nature and description, including, without limitation, the rendering of
advice or services of any kind to other persons and the making or management of
other investments. Nothing in this Operating Agreement shall be deemed to
prohibit the Members or their respective Affiliates from dealing or otherwise
engaging in business with persons transacting business with the Company or from
providing services relating to the purchase, sale, management, development, or
operation of real property and receiving compensation for those services.
Neither the Company nor any Member shall have any right by virtue of this
Operating Agreement, or the relationship created by this Operating Agreement or
by the Articles, in or to such other ventures or activities, or to the income or
proceeds derived from such other ventures or activities, and the pursuit of such
ventures shall not be deemed wrongful or improper. Notwithstanding any other
provision of this Section 8.2, for a period ending June 30, 2000 or for a period
ending on the date on which there is no vacant leaseable space in the Project,
whichever is first to occur ("Initial Management Period"), and for as long as
Planning Associates or an Affiliate of Planning Associates or DezCon is property
manager of the Project, neither DezCon nor Planning Associates nor any Affiliate
of DezCon or Planning Associates shall manage directly or indirectly, any
multi-tenant office building within a three mile radius of the Project.

    After the Initial Management Period, provided that Planning Associates or an
Affiliate of Planning Associates or DezCon is the property manager of the
Project, if leaseable space becomes available in the Project, DezCon and
Planning Associates and their Affiliates will use their best efforts to lease
such space, notwithstanding their association with any other multi-tenant office
building within said three-mile radius.

    SECTION 8.3. AUDIT RIGHTS. Any Member shall have the right to audit the
books and records of the Company maintained by the Managing Member. The cost of
any such audit shall be borne by the Member requesting the audit unless such
audit discloses a material discrepancy, in which case the Managing Member shall
individually reimburse the requesting Member for the cost of such audit;
provided, further, that the Managing Member's obligation to reimburse the

                                       24
<PAGE>   25

requesting Member hereunder shall not exceed the product of (i) the aggregate
amount of discrepancies discovered by the audit, multiplied by (ii) the
Percentage Interest of the requesting Member.

                                    ARTICLE 9
                        TRANSFER OF MEMBERSHIP INTERESTS

    SECTION 9.1 GENERAL RESTRICTIONS ON TRANSFERS. Except in accordance with the
terms of this Operating Agreement, no Member may Transfer all or any portion of
his or its Membership Interest without the prior written consent of all of the
Members, which consent may be withheld by a Member in his or its sole and
unrestricted discretion. Any Transfer, attempted Transfer, or purported Transfer
in violation of this Operating Agreement's terms and conditions shall be null
and void. For purposes of this Agreement, the transfer of voting control of
DezCon to other than Thomas Pientka and/or James Pientka shall constitute a
Transfer of DezCon's Membership Interest.

    SECTION 9.2. PERMITTED ASSIGNEES. A Member may assign all or any portion of
his or its Membership Interest as a Member in the Company to a Permitted
Assignee. Unless agreed to by the unanimous consent of the Members, a Permitted
Assignee shall not become a substituted Member hereunder and shall not be
entitled to participate in or interfere with any decisions affecting the Company
or its business affairs; and its Membership Interest shall continue to be deemed
to be held by the Transferor with respect to all management decisions and voting
by Members until such Permitted Assignee is admitted as a substitute Member.
Such Permitted Assignee, however, shall be entitled to the Transferor's interest
in the distributions, profits and losses of the Company to the extent of the
Membership Interest assigned and shall be responsible for making future Member
contributions in accordance with the provisions of Section 3.3. Notwithstanding
assignment to a Permitted Assignee the Transferor shall remain liable for any
and all obligations of the Transferor hereunder applicable to the Membership
Interest being transferred.

    No assignment of Membership Interest to a Permitted Assignee will be valid
or effective until the Permitted Assignee takes all actions and executes all
instruments, if any, required by legal counsel to the Company in order for such
assignment to comply with the applicable federal or state laws and regulations
relating to the assignment of Membership Interests or with this Operating
Agreement.

                                       25
<PAGE>   26

         SECTION 9.3. RIGHT OF FIRST REFUSAL.

         (a) Notice of Transfer. Except in the case of a Transfer to a Permitted
    Assignee pursuant to Section 9.2, or an Involuntary Transfer pursuant to
    Section 9.5, a Transferor who intends to Transfer all or any portion of his
    Membership Interest to someone other than a Permitted Transferee or
    Involuntary Transferee must send a Notice of Transfer to the Company, and
    the applicable provisions of this Section 9.3 must be complied with, before
    a Transfer will be effective and the Transferee will be considered a Member.
    The Managing Member shall deliver a copy of each Notice of Transfer to each
    other Member promptly upon receipt of the notice.

         (b) Option to Purchase. A Transferor may not Transfer all or any
    portion of the Transferor's Membership Interest pursuant to Section 9.3(c),
    without first offering to sell the Membership Interest to the other Member.
    The other Member shall have thirty (30) days from the date of receipt of the
    Notice of Transfer to exercise the option to purchase contained in this
    Section 9.3(b) by providing written notice of such exercise to the
    Transferor. If exercised, the Transferor shall be obligated to sell, and the
    other Member shall be obligated to purchase all of the Transferor's
    Membership Interest being offered upon the same terms, conditions and price
    as offered by the Transferee and described in the Notice of Transfer. If the
    offer of sale is not accepted by the other Member with respect to the entire
    Membership Interest offered for sale, then the Transferor may Transfer the
    Transferor's entire Membership Interest being offered pursuant to Section
    9.3(c).
 

         (c) Transfer to Third Party. If the Transferor's entire Membership
    Interest is not purchased as provided in Section 9.3(b), the Transferor may
    Transfer all (but not less than all) of the Transferor's Membership Interest
    pursuant to this Section 9.3(c), at which time the Transferee shall become a
    Member.

              (i)  The Transferor may Transfer all (but not less than all) of
                   the Membership Interest identified in the Notice of Transfer
                   to the third party designated in the Notice of Transfer at
                   the same price and on the same terms of payment specified in
                   the Notice of Transfer, provided that the Transfer is made
                   within one hundred twenty (120) days after the date of the
                   Notice of Transfer.

              (ii) 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 

                                       26

<PAGE>   27

                   to the same extent as if the Transferee had been an original
                   party to this Operating Agreement as a Member.

             (iii) The Transferee must, as part of 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 a Membership Interest or with this Operating
                   Agreement.

         If the Membership Interest proposed to be transferred pursuant to the
         Notice of Transfer is not transferred within the applicable periods and
         in accordance with the foregoing provisions of this Section 9.3(c), the
         Membership Interest shall again be subject to the restrictions of this
         Article 9.

    SECTION 9.4. RESTRICTION ON TRANSFER. Any Transfer, attempted Transfer, or
purported Transfer in violation of the terms and conditions of this Operating
Agreement shall be null and void.

    SECTION 9.5. INVOLUNTARY TRANSFER. A Transferor may Transfer all or any
portion of his or its Membership Interest in an Involuntary Transfer to a person
other than the Company, provided that the applicable provisions of this Section
9.5 are complied with before the Involuntary Transfer becomes effective, at
which time the Involuntary Transferee will have only the rights provided in
Section 9.5(c).

         (a) Notice to Company. The Transferor and the Involuntary Transferee
    shall each immediately deliver a Notice of Involuntary Transfer to the
    Company. The Notice of Involuntary Transfer shall constitute an Offer to
    sell to the Company the Membership Interest identified in the Notice of
    Involuntary Transfer for an amount equal to the fair market value of the
    Transferor's Membership Interest, calculated as of the last day of the
    calendar month immediately preceding the date of the Involuntary Transfer in
    the manner provided under Section 9.8 (and calculated without regard to any
    minority discount). The sale amount shall be payable pursuant to the terms
    of payment set forth in Section 9.8.

         (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 the Offer or accept the Offer by written notice to the
    Involuntary Transferee during the ninety (90) day period.

         (c) Failure to Exercise. If the Company does not accept the Offer
    within the applicable time period pursuant to Section 9.5(b), the
    Involuntary Transfer shall become 

                                       27
<PAGE>   28

    effective. An Involuntary Transferee shall not be entitled to participate in
    or interfere with any decisions affecting the Company or its business
    affairs; and its Membership Interest shall continue to be deemed to be held
    by the Transferor with respect to all management decisions and voting by
    Members until such Involuntary Transferee is admitted as a substitute
    Member. Such Involuntary Transferee, however, shall be entitled to the
    assigning Member's interest in the distributions, profits and losses of the
    Company to the extent of the Membership Interest assigned and shall be
    responsible for making future Member contributions in accordance with the
    provisions of Section 3.3. Notwithstanding assignment to an Involuntary
    Transferee, the Transferor shall remain liable for any and all obligations
    of the Transferor hereunder applicable to the Member Interest being
    transferred.

    SECTION 9.6. RESTRICTION ON WITHDRAWAL. No Member may withdraw from the
Company without the prior written consent of all of the Members, which consent
may be withheld by a Member in his or her sole and unrestricted discretion. Any
withdrawal without said consent shall be null and void. In the event a Member
withdraws with the prior written consent of all of the Members, the Company
shall redeem all of the Membership Interest Held by the Member and any Permitted
Transferee or Involuntary Transferee to whom the Member has Transferred a
Membership Interest. The redemption price for the Membership Interest shall be
an amount equal to the fair market value of the Membership Interest of the
withdrawing Member, calculated as of the last day of the calendar month
immediately preceding the redemption date in the manner provided under Section
9.9 (and calculated without regard to any minority discount), which amount shall
be payable pursuant to the terms of payment set forth in Section 9.8.

    SECTION 9.7. TIME AND PLACE OF CLOSING. Except as otherwise agreed by the
Company, the closing of any Transfer pursuant to this Article 9 shall occur at
the Company's principal office on such day as the parties shall agree, but in
any event within ninety (90) days after the date of acceptance of the Offer
under Section 9.3(b) or Section 9.5(b), as applicable.

    SECTION 9.8. TRANSFER AND PAYMENT OF PURCHASE PRICE. At the closing, the
Transferor shall deliver the Membership Interest 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. The purchase or redemption
price for the Membership Interest shall be paid in full at closing of the
Transfer. 

    SECTION 9.9. FAIR MARKET VALUE. Whenever this Agreement calls for the
determination of the fair market value of a Member's Membership Interest in the
Company, the Members shall first attempt to agree upon the fair market value. If
the Members are unable to agree upon the fair market value, either Member may,
by written notice to the other, designate a professional real 

                                       28
<PAGE>   29

estate appraiser having at least ten (10) years professional experience in the
appraisal of commercial office buildings in the Madison metropolitan area and
who shall be in all respects impartial and disinterested. If the other Member
objects to such appraiser, that Member shall propose an alternate appraiser
similarly qualified by written notice to the first Member within fifteen (15)
days after receipt of the first Member's notice, or the other Member shall be
deemed to have accepted the appraiser proposed by the first Member. The first
Member shall have fifteen (15) days after receipt of the other Member's proposal
of an alternate appraiser to object to such proposal, or the first Member shall
be deemed to have accepted the other Member's proposed appraiser. If the first
Member timely objects to the other Member's proposed appraiser, then the
appraiser selected by the first Member and the appraiser selected by the other
Member shall jointly name a third appraiser similarly qualified and that third
appraiser shall determine the fair market value of the Membership Interest.
Within thirty (30) day after final designation of the appraiser, that appraiser
shall render a written opinion on the fair market value of the Membership
Interest and shall deliver the same to each of the Members. Such determination
of fair market value shall be binding upon each of the Members.

    SECTION 9.10. 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 9, and
the parties agree that this Article 9 shall be specifically enforced. Therefore,
if any Member or Transferee institutes any action or proceeding to enforce the
provisions of this Article 9, 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 the remedy at law exists, and the
person shall consent to the remedy of specific performance of this Operating
Agreement.

    SECTION 9.11. ABSOLUTE RESTRICTIONS ON TRANSFERS. Notwithstanding any other
provision of this Article 9, no Transfer of any Membership Interest may be made
if, in the opinion of the Company's legal counsel, the Transfer (a) will result
in the Company being considered to have been terminated within the meaning of
section 708 of the Code; or (b) will violate any applicable federal or state
securities laws. Before making any Transfer of any Membership Interest, the
Transferor must notify the Company in writing, and the Managing Member shall, if
they believe there is a material risk of violating this Section 9.11, obtain an
opinion from the Company's legal counsel confirming whether the proposed
Transfer will cause such a termination, change in tax status, or violation of
securities laws. The Transferor shall bear the responsibility for the legal
fees.

    SECTION 9.12. PROHIBITED ELECTION. No Member shall elect to have the Company
taxed as a corporation or association without the prior unanimous written
consent of all Members.

                                       29


<PAGE>   30

                                   ARTICLE 10
                               OPTION TO PURCHASE

    SECTION 10.1. IMPASSE. If, with respect to a matter for which unanimous
consent is required and the Members are unable to agree, either Member may
deliver a notice of the impasse to the other Member ("Impasse Notice"),
describing the matter on which the parties are unable to agree. If, after three
(3) months after the delivery of the Impasse Notice by either Member, the
Members have not agreed on the matter described in the Impasse Notice, then any
Member may declare a deadlock situation and the provisions of Section 10.2 shall
then apply. In this connection, where a decision requires the unanimous consent
of the Members, each Member agrees that it will not capriciously or unreasonably
withhold or delay consent to or approval of any such action.

    SECTION 10.2 OFFER UPON IMPASSE. In the event of the occurrence of an
impasse (as defined in Section 10.1), either (i) Advantage may offer by written
notice (the "Impasse Call Option") to DezCon to buy DezCon's entire interest in
the Company (including any interest in the Company transferred by DezCon after
the date hereof) at the fair market value of the Membership Interests of the
DezCon, as determined in accordance with Section 9.9, or (ii) DezCon may require
Advantage to buy DezCon's entire interest in the Company(including any interest
in the Company transferred by DezCon after the date hereof) at the fair market
value of the Membership Interests of DezCon, as determined in accordance with
Section 9.9 ("Impasse Put Option"). Upon delivery of the Impasse Call Option or
the Impasse Put Option, Advantage shall be required to buy and DezCon shall be
required to sell its entire Membership Interests in the Company (including any
interest in the Company transferred by DezCon after the date hereof) in
accordance with the provisions of Section 10.4.

    SECTION 10.3. OFFER UPON INSTITUTE LEASING THE PLANNING ASSOCIATES SPACE. If
at any time the Institute exercises its option to lease the Planning Associates
Space (as defined in the Lease entered into by the Company and the Institute,
set forth on EXHIBIT E attached hereto ("Institute Lease")) pursuant to section
1.8 of the Institute Lease, or is then leasing the Planning Associates Space,
then (i) Advantage shall have the option to purchase at fair market value the
entire Membership Interest of DezCon in the Company (including any interest in
the Company transferred by DezCon after the date hereof) at the fair market
value of the Membership Interests of DezCon as determined in accordance with
Section 9.9 ("Call Option"), and (ii)DezCon shall have the option to require
Advantage to purchase the entire Membership Interest of DezCon in the Company
(including any interest in the Company transferred by DezCon after the date
hereof) at the fair market value of the Membership Interests of DezCon as
determined in accordance with Section 9.9 ("Put Option"). The Call Option and
the Put Option shall be exercised by providing written notice to the other
Member and the Company. Upon delivery of the Call Option or the Put Option,
Advantage shall be required to buy and 

                                       30


<PAGE>   31

DezCon shall be required to sell DezCon's entire membership interest in the
Company (including any interest in the Company transferred by DezCon after the
date hereof) in accordance with the provisions of Section 10.4. Notwithstanding
the foregoing, if the Call Option is exercised and closing or conveyance of
DezCon's Membership Interests occurs during the sixth through the tenth year of
the original term of the Planning Associates lease, the purchase price paid by
Advantage shall be increased by the product of (a) the fair market value of
DezCon's Membership Interests multiplied by (b) the "Call Premium Percentage".
For purposes hereof, the "Call Premium Percentage" shall mean 50% in year 6, 40%
in year 7, 30% in year 8, 20% in year 9 and 10% in year 10.

    SECTION 10.4. CLOSING. Upon delivery of the Call Option, the Impasse Call
Option, the Impasse Put Option or the Put Option, the closing thereof shall
occur within thirty (30) days after the determination of fair market value of
DezCon's Membership Interests. At closing, the purchase price shall be paid in
cash or its equivalent by Advantage and DezCon shall duly execute and deliver
all documents reasonably necessary to transfer all of its interest in the
Company, free and clear of all liens and encumbrances. Any party that acquires
any of DezCon's interest in the Company after the date hereof agrees to be bound
by this Article 10.


                                   ARTICLE 11
                    DISSOLUTION, TERMINATION, AND LIQUIDATION
                                   OF COMPANY

    SECTION 11.1.EVENTS CAUSING DISSOLUTION. The Company shall be dissolved upon
the happening of any Dissolution Event, but shall not be dissolved upon an
"event of dissociation" as defined in Section 183.0802 of the WLLCL.

    SECTION 11.2. 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 11.3. Notwithstanding the Company's
dissolution, this Operating Agreement shall continue to govern the Company's
business and the Members' affairs until the Company is terminated and
liquidated.

    SECTION 11.3. LIQUIDATION. On the effective date of the dissolution, the
Managing Member shall proceed with the winding up and liquidation of the Company
by the application and Distribution of 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 

                                       31


<PAGE>   32

    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 Managing Member to minimize any losses resulting from the
    liquidation.

         (b) Reserves. Fund any Reserves established by the Members for all
    contingent liabilities of the Company.

         (c) 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 by them.

         (d) Payment of Distributions to Members. The remaining assets shall be
    distributed to the Members pursuant to Section 5.3.

    SECTION 11.4. FILING AND NOTICE. The Managing Member shall promptly execute
and file on the Company's behalf articles of dissolution as provided in section
183.0906 of the WLLCL. The Managing Member 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.

    SECTION 11.5. DISTRIBUTIONS IN KIND. If any Distribution of the Company's
assets is to be in kind, the Distribution shall be on the basis of the Value of
the assets, 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.

    SECTION 11.6. LIMITATION ON LIABILITY. Each Holder of a Membership Interest
shall look solely to the Company's assets for all Distributions from the Company
and the return of his or its Capital Contribution to the Company and shall have
no recourse (upon dissolution or otherwise) against any other Members or any of
their Affiliates.

    SECTION 11.7. ABANDONMENT OF PROJECT. Notwithstanding anything contained in
this Operating Agreement to the contrary, if a Dissolution Event described in
Section 1.2(p)(ii) occurs, in lieu of dissolving the Company, Advantage may
elect, by giving written notice to DezCon within ten (10) business days after
the date of such Dissolution Event, to acquire all of DezCon's interest in the
Company for a purchase price equal to the amount of DezCon's Capital
Contribution actually paid to the Company. In addition, Advantage shall
reimburse DezCon for all actual out-of-pocket expenses, including design and
engineering expenses incurred by DezCon in connection with the pursuit of
development of the Project not previously paid by or reimbursed to DezCon from
the Company. If Advantage so elects to purchase DezCon's interest in the

                                       32


<PAGE>   33

Company, the Company shall retain the architectural/design and engineering work
product as completed to date, including all CAD files.

                                   ARTICLE 12
                                BOOKS AND RECORDS

    SECTION 12.1. BOOKS AND RECORDS. The Company's books and records shall be
maintained at the Company's principal office and shall be available for
examination by any Member or any Member's duly authorized representative(s) at
any reasonable time.

    SECTION 12.2. COMPANY FUNDS. The Company's funds may be deposited in such
banking institutions as the Managing Member determine, and withdrawals shall be
made only in the regular course of the Company's business on such signature or
signatures as the Managing Member determines. 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 Managing Member reasonably
determines.

    SECTION 12.3. 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:

         (a) a current list of the full name and last-known business address of
    each Member or former Member, 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;

         (b) a copy of the Articles and all amendments to the Articles;

         (c) copies of the Company's federal, state, and local income tax
    returns and financial statements, if any, for its four (4) most recent
    years;

         (d) copies of this Operating Agreement and any written amendments to
    this Operating Agreement; and

         (e) any records kept pursuant to this Operating Agreement. 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, except to an attorney of the Company or of such person, a
    financial institution in connection with a financial transaction of the
    Company or of such person, or as required by law.

                                       33


<PAGE>   34

                                   ARTICLE 13
                                     REPORTS

On or before the fifteenth (15th) day of the third (3rd) calendar month after
the end of each Fiscal Period, the Managing Member shall send to each person who
was a Member at any time during the Fiscal Period then ended (a) a balance sheet
as of the end of the Period, (b) statements of income, Members' equity, changes
in financial position, and a cash flow statement for the period, and (c) such
tax information as is necessary or appropriate for the Members' preparation of
their individual federal and state income tax returns. In addition, the Managing
Member shall provide to each Member semi-annual income and expense reports and
management reports highlighting any issues that the Managing Member believes in
its good faith opinion should be considered by the Members, along with copies of
any other financial report Managing Member may prepare for the Project.

                                   ARTICLE 14
                                  MISCELLANEOUS

    SECTION 14.1. AMENDMENTS TO OPERATING AGREEMENT. No amendment or
modification of this Operating Agreement shall be valid unless in writing and
signed by all of the Members.

    SECTION 14.2. BINDING PROVISIONS. The agreements contained in this Operating
Agreement shall be binding on and inure to the benefit of the heirs, executors,
administrators, personal representatives, successors, and assigns of the
respective parties to this Operating Agreement. This Operating Agreement shall
not inure to the benefit of any other person and no third-party beneficiary
claims may be based on this Operating Agreement. 

    SECTION 14.3. 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.

    SECTION 14.4. SEPARABILITY OF PROVISIONS. Each provision of this Operating
Agreement shall be considered separable, and if for any reason any provision or
provisions are determined to be invalid and contrary to any existing or future
law, the invalidity shall not impair the operation of those portions of this
Operating Agreement that are valid.

    SECTION 14.5. 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 14.6. 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 

                                       34


<PAGE>   35

plural, and vice versa, and pronouns in the masculine shall include the feminine
and neuter, and vice versa.

    SECTION 14.7. CONFIDENTIALITY. This Operating Agreement, the Company's
business and affairs, the Company's books and records, and any information
relating to the foregoing are confidential and private. Each person Holding a
Membership Interest agrees to maintain the confidentiality of, and not to
disclose, any such information, except to an attorney, accountant, or other
professional advisor of the Company or of such person, a financial institution
in connection with a financial transaction of the Company or of such person, or
as required by law.

    SECTION 14.8. NOTICE. Any notice required or permitted to be given pursuant
to this Operating Agreement shall be valid only if in writing and upon actual
receipt by its intended recipient. Any person required to give notice pursuant
to this Operating Agreement shall have the burden of proving the validity of the
notice.

    SECTION 14.9. 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
as of the date first written above.


                                         Advantage Learning Systems, Inc.

                                         By:/s/ Michael H. Baum, CEO
                                            --------------------------------


                                         DezCon, LLC

                                         By:/s/ Thomas Pientka
                                            --------------------------------
                                            Thomas Pientka, Member

                                         By:/s/ James Pientka
                                            --------------------------------
                                            James Pientka, Member


                                       35

<PAGE>   36


                                 ACKNOWLEDGMENT


    THE UNDERSIGNED hereby acknowledges that EXHIBIT B hereto contains a true
and correct copy of the Articles of Organization filed by me with the Wisconsin
Department of Financial Institutions to organize the Company.



                                            /s/ Michael J. Dwyer
                                            --------------------------------
                                            Michael J. Dwyer, Organizer