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                               Real Estate Mortgage            Exhibit 10.15
DOCUMENT NO.                                                   -------------
                                                                            

Athena Holdings LLC ("Mortgagor", whether one or more) mortgages, conveys and
warrants to Advantage Learning Systems, Inc. ("Lender") in consideration of the
sum of Seven Million Dollars ($7,000,000.00) loaned or to be loaned to Athena
Holdings LLC ("Borrower,"), evidenced by Borrower's note(s) or agreement dated
December 17, 1998, the real estate described below, together with all
privileges, hereditaments, easements and appurtenances, all rents, leases,
issues and profits, all awards and payments made as a result of the exercise of
the right of eminent domain, and all existing and future improvements and
fixtures (all called the "Property").

                                   THIS SPACE RESERVED FOR RECORDING DATA     
                                   NAME AND RETURN ADDRESS                      
                                   Michael J. Dwyer                             
                                   Godfrey & Kahn, S.C.                         
                                   780 North Walter Street                      
                                   Milwaukee, Wisconsin  53202                  
                                                                           
                                   60-0708-154-0402-8                           
                                   ----------------------------------------
                                    PARCEL IDENTIFICATION NUMBER (PIN)    


     1.  DESCRIPTION OF PROPERTY

     Lot 23 First Addition Old Sauk Trails Park, City of Madison, Dane County,
     Wisconsin

                                             





The Property is not the homestead of Mortgagor.

                  2. TITLE. Mortgagor warrants title to the Property, excepting
only restrictions and easements of record, municipal and zoning ordinances,
current taxes and assessments not yet due and no other.

                  3. ESCROW. Interest will not be paid on escrowed funds
required under paragraph 7(a).

                  4. MORTGAGE AS SECURITY. This Mortgage secures prompt payment
to Lender of (a) the sum stated in the first paragraph of this Mortgage, plus
interest and charges, according to the terms of a promissory note(s) or
agreement of Borrower to Lender identified herein, and any extensions, renewals
or modifications of such promissory note(s) or agreement, and (b) any additional
sums which are in the future loaned by Lender to any Mortgagor, to any Mortgagor
and another or to another guaranteed or endorsed by any Mortgagor and agreed in
documents evidencing the transaction to be secured by this Mortgage, plus
interest and charges, (all called the "Note"). This Mortgage also secures the
performance of all covenants, conditions and agreements contained in this
Mortgage, and to the extent not prohibited by law costs and expenses of
collection or enforcement. Unless otherwise required by law, Lender will satisfy
this Mortgage upon request by Mortgagor if (a) the Note has been paid according
to its terms, (b) any commitment to make future advances under the Note has
terminated, (c) Lender has terminated any line of credit under which advances
are to be secured by this Mortgage, and (d) all other payments required under
this Mortgage and the Note and all other terms, conditions, covenants, and
agreements contained in this Mortgage and the Note have been paid and performed.

                  5. TAXES. To the extent not paid to Lender under paragraph
7(a), Mortgagor shall pay before they become delinquent all taxes, assessments
and other charges which may be levied or assessed against the Property, or
against Lender upon this Mortgage or the Note or other debt secured by this
Mortgage, or upon Lender's interest in the Property, and deliver to Lender
receipts showing timely payment.



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                  6. INSURANCE. Mortgagor shall keep the improvements on the
Property insured against direct loss or damage occasioned by fire, extended
coverage perils and such other hazards as Lender may require, through insurers
approved by Lender, in amounts, without co-insurance, not less than the unpaid
balance of the Note or the full replacement value, whichever is less, and shall
pay the premiums when due. The policies shall contain the standard mortgage
clause in favor of Lender and, unless Lender otherwise agrees in writing, the
original of all policies covering the Property shall be deposited with Lender.
Mortgagor shall promptly give notice of loss to insurance companies and Lender.
All proceeds from such insurance shall be applied, at Lender's option, to the
installments of the Note in the inverse order of their maturities (without
penalty for prepayment) or to the restoration of the improvements on the
Property. In the event of foreclosure of this Mortgage or other transfer of
title to the Property, in extinguishment of the indebtedness secured hereby, all
right, title, and interest of Mortgagor in and to any insurance then in force
shall pass to the purchaser or grantee.

                  7. MORTGAGOR'S COVENANTS. Mortgagor covenants:

                  (a)      ESCROW. To pay Lender sufficient funds at such times
                           as Lender designates, to pay (1) the estimated annual
                           real estate taxes and assessments on the Property,
                           (2) all property insurance premiums when due, and (3)
                           if payments owed under the Note are guaranteed by
                           mortgage guaranty insurance, the premiums necessary
                           to pay for such insurance which Lender may cancel at
                           any time. Upon demand, Mortgagor shall pay Lender
                           such additional sums as are necessary to pay these
                           items in full when due. Lender shall apply these
                           amounts against the taxes, assessments and insurance
                           premiums when due. Escrowed funds may be commingled
                           with Lender's general funds;

                  (b)      CONDITION AND REPAIR. To keep the Property in good
                           and tenantable condition and repair, and to restore
                           or replace damaged or destroyed improvements and
                           fixtures;

                  (c)      LIENS. To keep the Property free from liens and
                           encumbrances superior to the lien of this Mortgage
                           and not described in paragraph 2 herein;

                  (d)      PRIOR MORTGAGES. To perform all of Mortgagor's
                           obligations and duties under any mortgage or security
                           agreement with a lien which has priority over this
                           Mortgage and any obligation to pay secured by such a
                           mortgage or security agreement;

                  (e)      WASTE. Not to commit waste or permit waste to be
                           committed upon the Property;

                  (f)      CONVEYANCE. Not to sell, assign, lease, mortgage,
                           convey or other otherwise transfer any legal or
                           equitable interest in all or part of the Property, or
                           permit the same to occur without the prior written
                           consent of Lender and, without notice to Mortgagor,
                           Lender may deal with any transferee as to his
                           interest in the same manner as with Mortgagor,
                           without in any way discharging the liability of
                           Mortgagor under this Mortgage or the Note;

                  (g)      ALTERATION OR REMOVAL. Not to remove, demolish or
                           materially alter any part of the Property, without
                           Lender's prior written consent, except Mortgagor may
                           remove a fixture, provided the fixture is promptly
                           replaced with another fixture of at least equal
                           utility;

                  (h)      CONDEMNATION. To pay to Lender all compensation
                           received for the taking of the Property, or any part,
                           by condemnation proceedings (including payments in
                           compromise of condemnation proceedings), and all
                           compensation received as damages for injury to the
                           Property, or any part. The compensation shall be
                           applied in such manner as Lender determines to
                           rebuilding of the Property or to installments of the
                           Note in the inverse order of their maturities
                           (without penalty for prepayment);

                  (i)      ORDINANCES; INSPECTION.  To comply with all laws, 
                           ordinances and regulations affecting the Property.
                           Lender and its authorized representatives may enter 
                           the Property at reasonable times to inspect it and,
                           at Lender's option, repair or restore it; and

                  (j)      SUBROGATION. That the Lender is subrogated to the
                           lien of any mortgage or other lien discharged, in
                           whole or in part, by the proceeds of the Note.

                  8. ENVIRONMENTAL LAWS. Mortgagor represents and warrants to
Lender (a) that no substances or materials, if known to be present on, at or
under the Property, would require cleanup, removal or some other remedial action
under any federal, state or local laws, regulations, ordinances, codes or rules
relating to the discharge of air pollutants, water pollutants or process
wastewater or otherwise relating to hazardous or toxic substances or materials
("Environmental Laws"), (b) that there are no conditions existing currently or
likely to exist during the term of this Mortgage which would subject Mortgagor
to damages, penalties, injunctive relief or cleanup costs under any
Environmental Law, and (c) that Mortgagor is not subject to any judgment,
decree, order or citation relating to or arising out of any Environmental Law.
Mortgagor shall indemnify and hold harmless Lender from all loss, cost
(including reasonable attorneys' fees and legal expenses), liability and damage
whatsoever incurred by Lender by reason of any violation of this paragraph or
any Environmental Law involving the Property, or by reason of the imposition of
any governmental lien of the recovery of environmental cleanup costs expended by
reason of such violation.



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                  9. AUTHORITY OF LENDER TO PERFORM FOR MORTGAGOR. If Mortgagor
fails to perform any of Mortgagor's duties set forth in this Mortgage, Lender
may, after giving Mortgagor any notice and opportunity to perform which is
required by law, perform the duties or cause them to be performed, including
without limitation signing Mortgagor's name or paying any amount so required,
and the cost shall be due on demand and secured by this Mortgage, bearing
interest at the highest rate stated in any Note, but not in excess of the
maximum rate permitted by law, from the date of expenditure by Lender to the
date of payment by Mortgagor.

                  10. DEFAULT; ACCELERATION; REMEDIES. If, (a) there is a
default under any Note secured by this Mortgage, or (b) Mortgagor fails timely
to observe or perform any of Mortgagor's covenants or duties contained in this
Mortgage, then, at the option of Lender the Note will become immediately payable
unless notice to Mortgagor or Borrower and an opportunity to cure is required by
ss.425.105, Wis. Stats., or the Note and, in that event, the Note will become
payable if the default is not cured as provided in that statute or the Note or
as otherwise provided by law. If Lender exercises its option to accelerate, the
unpaid principal and interest owed on the Note, together with all sums paid by
Lender as authorized or required under this Mortgage or the Note, shall be
collectible in a suit at law or by foreclosure of this Mortgage by action, or
both, or by the exercise of any other remedy available at law or equity.

                  11. WAIVER. Lender may waive any default without waiving any
other subsequent or prior default by Mortgagor.

                  12. POWER OF SALE. In the event of foreclosure, Lender may
sell the Property at public sale and execute and deliver to the purchasers deeds
of conveyance pursuant to statute.

                  13. ASSIGNMENT OF RENTS AND LEASES. Mortgagor assigns and
transfers to Lender, as additional security for the Note, all rents, issues and
profits which become or remain due or are paid under any agreement or lease for
the use of occupancy of any part or all of the Property. Upon the occurrence of
an event of default under this Mortgage or the Note, Lender may, after giving
Mortgagor any notice and opportunity to perform which is required by law, notify
any or all tenants to pay directly to Lender all such rents, issues and profits,
and all such payments shall be applied in such manner as Lender determines to
payments required under this Mortgage and the Note. This assignment shall be
enforceable and Lender shall be entitled to take any such action without seeking
or obtaining the appointment of a receiver of possession of the Property.

                  14. RECEIVER. Upon the commencement or during the pendency of
an action to foreclose this Mortgage, or enforce any other remedies of Lender
under it, without regard to the adequacy or inadequacy of the Property as
security for the Note, Mortgagor agrees that the court may appoint a receiver of
the Property (including homestead interest) without bond, and may empower the
receiver to take possession of the Property and collect the rents, issues and
profits of the Property and exercise such other powers as the court may grant
until the confirmation of sale, and may order the rents, issues and profits,
when so collected, to be held and applied as the court may direct.

                  15. FORECLOSURE WITHOUT DEFICIENCY JUDGMENT. If the Property
is a one to four family residence that is owner-occupied at the commencement of
a foreclosure, a farm, a church or owned by a tax exempt charitable
organization, Mortgagor agrees to the provisions of ss.846.101, Wis. Stats., and
as the same may be amended or renumbered from time to time, permitting Lender,
upon waiving the right to judgment for deficiency, to hold the foreclosure sale
of real estate of 20 acres or less six months after a foreclosure judgment is
entered. If the Property is other than a one to four family residence that is
owner-occupied at the commencement of a foreclosure, a farm, a church or a tax
exempt charitable organization, Mortgagor agrees to the provisions of
ss.846.103, Wis. Stats., and as the same may be amended or renumbered from time
to time, permitting Lender, upon waiving the right to judgment for deficiency,
to hold the foreclosure sale of real estate three months after a foreclosure
judgment is entered.

                  16. EXPENSES. To the extent not prohibited by law, Mortgagor
shall pay all reasonable costs and expenses before and after judgment, including
without limitation, attorneys' fees and expenses of obtaining title evidence,
incurred by Lender in protecting or enforcing its rights under this Mortgage.

                  17. SEVERABILITY. Invalidity or unenforceability of any
provision of this Mortgage shall not affect the validity or enforceability of
any other provision.

                  18. SUCCESSORS AND ASSIGNS. The obligations of all Mortgagors
are joint and several. This Mortgage benefits Lender, its successors and
assigns, and binds Mortgagor(s) and their respective heirs, personal
representatives, successors and assigns.

                  19. WAIVER OF ESCROW. So long as Mortgagor is not in default
under this Mortgage or any note secured hereby, including but not limited to the
prompt payment of all real estate taxes assessed against the Property before
they become delinquent, Lender waives escrowing for taxes set forth in Section
7(a), above; provided that upon receipt of notice from Lender of any such
default, Mortgagor shall be required to escrow for taxes as provided under
Section 7(a).



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The undersigned acknowledges receipt of an exact copy of this Mortgage.

         Signed and Sealed this 17 day of December, 1998.

Athena Holdings LLC

By:  Advantage Learning Systems, Inc.,
     Member


     By:  /s/  TIMOTHY SHERLOCK
        ---------------------------
         Timothy Sherlock


By:  DezCon, LLC, Member


     By: /s/  JAMES PIANKA
        ---------------------------
         James Pianka, Member




            WI
STATE OF ---------------             )
           Dane                      )  SS
COUNTY OF --------------             )
                                      

         Personally came before me this 17th day of December, 1998, Timothy
Sherlock, as CFO of Advantage Learning Systems, Inc., Member of Athena Holdings
LLC, and to me known to be the person who executed the foregoing instrument and
acknowledged the same in such capacity.

                              /s/ MICHAEL J. DWYER
                              -----------------------------------------------
                                  Michael J. Dwyer
                              -----------------------------------------------
                                                      (Printed Name/Title)

                              Notary Public, State of Wisconsin
                              My Commission:    is permanent
                                            ---------------------------------

            WI
STATE OF ---------------             )
           Dane                      )  SS
COUNTY OF --------------             )


         Personally came before me this 17th day of December, 1998, James
Pianka, as Member of DezCon, LLC, Member of Athena Holdings LLC, and to me known
to be the person who executed the foregoing instrument and acknowledged the same
in such capacity.

                              /s/ MICHAEL J. DWYER
                              -----------------------------------------------
                                  Michael J. Dwyer
                              -----------------------------------------------
                                                      (Printed Name/Title)

                              Notary Public, State of Wisconsin
                              My Commission:    is permanent
                                            ---------------------------------


THIS INSTRUMENT WAS DRAFTED BY

Michael J. Dwyer
Godfrey & Kahn, S.C.
780 N. Water Street
Milwaukee, WI  53202




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