<PAGE>   1
                                                                    Exhibit 24.1

                          DIRECTOR'S POWER OF ATTORNEY
                                (1998 Form 10-K)


         The undersigned director of Advantage Learning Systems, Inc. designates
each of Michael H. Baum and Timothy Sherlock, with the power of substitution, as
her true and lawful attorney-in-fact for the purpose of: (i) executing in her
name and on her behalf Advantage Learning Systems, Inc.'s Form 10-K for the
fiscal year ended December 31, 1998 and any related amendments and/or
supplements; (ii) generally doing all things in her name and on her behalf in
her capacity as a director to enable Advantage Learning Systems, Inc. to comply
with the provisions of the Securities Act of 1934, as amended, and all
requirements of the Securities and Exchange Commission; and (iii) ratifying and
confirming her signature as it may be signed by the attorney-in-fact to the Form
10-K and any related amendments and/or supplements.

         Dated this 18th day of February, 1999.



                                                       /s/  Judith A. Paul
                                                    -----------------------
                                                    Judith A. Paul





<PAGE>   2




                          DIRECTOR'S POWER OF ATTORNEY
                                (1998 Form 10-K)


         The undersigned director of Advantage Learning Systems, Inc. designates
each of Michael H. Baum and Timothy Sherlock, with the power of substitution, as
his true and lawful attorney-in-fact for the purpose of: (i) executing in his
name and on his behalf Advantage Learning Systems, Inc.'s Form 10-K for the
fiscal year ended December 31, 1998 and any related amendments and/or
supplements; (ii) generally doing all things in his name and on his behalf in
his capacity as a director to enable Advantage Learning Systems, Inc. to comply
with the provisions of the Securities Act of 1934, as amended, and all
requirements of the Securities and Exchange Commission; and (iii) ratifying and
confirming his signature as it may be signed by the attorney-in-fact to the Form
10-K and any related amendments and/or supplements.

         Dated this 17th day of February, 1999.



                                                       /s/  Terrance D. Paul
                                                     ------------------------
                                                     Terrance D. Paul



<PAGE>   3





                          DIRECTOR'S POWER OF ATTORNEY
                                (1998 Form 10-K)


         The undersigned director of Advantage Learning Systems, Inc. designates
each of Michael H. Baum and Timothy Sherlock, with the power of substitution, as
his true and lawful attorney-in-fact for the purpose of: (i) executing in his
name and on his behalf Advantage Learning Systems, Inc.'s Form 10-K for the
fiscal year ended December 31, 1998 and any related amendments and/or
supplements; (ii) generally doing all things in his name and on his behalf in
his capacity as a director to enable Advantage Learning Systems, Inc. to comply
with the provisions of the Securities Act of 1934, as amended, and all
requirements of the Securities and Exchange Commission; and (iii) ratifying and
confirming his signature as it may be signed by the attorney-in-fact to the Form
10-K and any related amendments and/or supplements.

         Dated this 18th day of February, 1999.



                                                       /s/  Michael H. Baum
                                                     -----------------------
                                                     Michael H. Baum



<PAGE>   4




                          DIRECTOR'S POWER OF ATTORNEY
                                (1998 Form 10-K)


         The undersigned director of Advantage Learning Systems, Inc. designates
each of Michael H. Baum and Timothy Sherlock, with the power of substitution, as
his true and lawful attorney-in-fact for the purpose of: (i) executing in his
name and on his behalf Advantage Learning Systems, Inc.'s Form 10-K for the
fiscal year ended December 31, 1998 and any related amendments and/or
supplements; (ii) generally doing all things in his name and on his behalf in
his capacity as a director to enable Advantage Learning Systems, Inc. to comply
with the provisions of the Securities Act of 1934, as amended, and all
requirements of the Securities and Exchange Commission; and (iii) ratifying and
confirming his signature as it may be signed by the attorney-in-fact to the Form
10-K and any related amendments and/or supplements.

         Dated this 22nd day of February, 1999.



                                                       /s/  John R. Hickey
                                                     ---------------------
                                                     John R. Hickey



<PAGE>   5




                          DIRECTOR'S POWER OF ATTORNEY
                                (1998 Form 10-K)


         The undersigned director of Advantage Learning Systems, Inc. designates
each of Michael H. Baum and Timothy Sherlock, with the power of substitution, as
his true and lawful attorney-in-fact for the purpose of: (i) executing in his
name and on his behalf Advantage Learning Systems, Inc.'s Form 10-K for the
fiscal year ended December 31, 1998 and any related amendments and/or
supplements; (ii) generally doing all things in his name and on his behalf in
his capacity as a director to enable Advantage Learning Systems, Inc. to comply
with the provisions of the Securities Act of 1934, as amended, and all
requirements of the Securities and Exchange Commission; and (iii) ratifying and
confirming his signature as it may be signed by the attorney-in-fact to the Form
10-K and any related amendments and/or supplements.

         Dated this 16th day of February, 1999.



                                                       /s/  Timothy P. Welch
                                                     ------------------------
                                                     Timothy P. Welch



<PAGE>   6




                          DIRECTOR'S POWER OF ATTORNEY
                                (1998 Form 10-K)


         The undersigned director of Advantage Learning Systems, Inc. designates
each of Michael H. Baum and Timothy Sherlock, with the power of substitution, as
his true and lawful attorney-in-fact for the purpose of: (i) executing in his
name and on his behalf Advantage Learning Systems, Inc.'s Form 10-K for the
fiscal year ended December 31, 1998 and any related amendments and/or
supplements; (ii) generally doing all things in his name and on his behalf in
his capacity as a director to enable Advantage Learning Systems, Inc. to comply
with the provisions of the Securities Act of 1934, as amended, and all
requirements of the Securities and Exchange Commission; and (iii) ratifying and
confirming his signature as it may be signed by the attorney-in-fact to the Form
10-K and any related amendments and/or supplements.

         Dated this 16th day of February, 1999.



                                                       /s/  Perry S. Akins
                                                     ---------------------
                                                     Perry S. Akins



<PAGE>   7




                          DIRECTOR'S POWER OF ATTORNEY
                                (1998 Form 10-K)


         The undersigned director of Advantage Learning Systems, Inc. designates
each of Michael H. Baum and Timothy Sherlock, with the power of substitution, as
his true and lawful attorney-in-fact for the purpose of: (i) executing in his
name and on his behalf Advantage Learning Systems, Inc.'s Form 10-K for the
fiscal year ended December 31, 1998 and any related amendments and/or
supplements; (ii) generally doing all things in his name and on his behalf in
his capacity as a director to enable Advantage Learning Systems, Inc. to comply
with the provisions of the Securities Act of 1934, as amended, and all
requirements of the Securities and Exchange Commission; and (iii) ratifying and
confirming his signature as it may be signed by the attorney-in-fact to the Form
10-K and any related amendments and/or supplements.

         Dated this 18th day of February, 1999.



                                                       /s/  John H. Grunewald
                                                     ------------------------
                                                     John H. Grunewald