SECOND AMENDED AND
RESTATED MANAGEMENT SERVICES 
AND ALLOCATION OF EXPENSES AGREEMENT  



        THIS
SECOND AMENDED AND RESTATED MANAGEMENT SERVICES AND ALLOCATION OF EXPENSES AGREEMENT,
made as of this 1st day of January, 2004, by and between InvestorsBank,
a Wisconsin banking organization (“Bank”), on the one hand, and The Middleton
Doll Company, Bando McGlocklin Small Business Lending Corporation (such
corporations collectively referred to herein as “Bando”), and Lee Middleton
Original Dolls, Inc. (hereinafter called “LMOD”) (all three corporations
being Wisconsin corporations), on the other hand. 



        WHEREAS,
the Bank and Bando have hereunto established a contractual relationship under an Amended
and Restated Management Services and Allocation of Expenses Agreement, dated as of May 9,
2001 between such parties, in order to permit employees of the Bank to manage the loans
(i) made by Bando that are either on Bando’s balance sheet or sold by Bando but for
which Bando retains servicing obligations; and (ii) originated by the Bank or other
financial institutions which are purchased by Bando (in whole or in part) (collectively,
the “Bando Loans”), to permit Bank employees to provide accounting services to
Bando, to provide leased property services to Bando and to share certain overhead expenses
as between the Bank and Bando, all in accordance with the terms and conditions of such
agreement; and 



        WHEREAS,
Bando and the Bank each possess similar loan assets requiring loan administration services
and expertise; and 



        WHEREAS,
the Bank employs persons with the necessary qualifications and expertise to manage and
provide loan administration services to the Bando Loans, to provide accounting services to
Bando and to provide leased property services; and 



        WHEREAS,
it is in the best interest of the Bank and Bando to share certain overhead expenses in
order to maximize the savings to the Bank and Bando; and 



        WHEREAS,
the Bank and Bando wish to provide for additional services to be provided by the Bank to
Bando, such additional services to consist of services in connection with loan defaults
and workouts, loan monitoring services, credit analysis of current and prospective
borrowers, lease defaults and workouts, lease monitoring services and credit analysis of
current lessees and prospective lessees; and 



        WHEREAS,
Bando wishes to insure that such additional services will be performed by George R.
Schonath, or under his supervision; and 



        WHEREAS,
Bando wishes to obtain the consent of the Bank that George R. Schonath shall continue as
President and Chief Executive Officer of Bando; and 



        WHEREAS,
LMOD wishes to (i) obtain the services of George R. Schonath to perform certain
management services described herein, (ii) ensure that such management services will
be provided by George R. Schonath, or under his supervision, and (iii) and obtain the
consent of the Bank that George R. Schonath shall continue as its Chairman and Chief
Executive Officer; 












        NOW,
THEREFORE, for and in consideration of the premises and mutual covenants contained in
this Agreement, and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows: 



        1.    Loan
Management and Related Services to Bando.  





        (a)              The
Bank shall service and administer the Bando Loans and shall have full power           and
authority, acting alone, to do any and all things in connection with such
          servicing and administration which the Bank may deem necessary or desirable
          including, but not limited to, the following:  





        The
Bank may waive, modify or vary any term of any Bando Loan or consent to the postponement
of strict compliance with any such term or in any manner grant indulgence to any obligor
if, in the Bank’s determination, such waiver, modification, postponement or
indulgence is in the best interests of Bando; provided, however, that,
unless the obligor is in default with respect to a Bando Loan, or such default is, in the
judgment of the Bank, imminent, the Bank may not permit any modification with respect to
any Bando Loan that would change the loan interest rate, defer or forgive the payment of
any principal or interest (unless in connection with the liquidation of the related Bando
Loan), or extend the final maturity date on such Bando Loan. All out of pocket costs
incurred by the Bank, including but not limited to, the cost of appraisals, title
insurance and attorneys’ fees shall be added to the amount owning under the related
Bando Loan. Without limiting the generality of the foregoing, the Bank shall continue and
is hereby authorized and empowered to execute and deliver on behalf of Bando all
instruments of satisfaction or cancellation, or of partial or full release, discharge and
all other comparable instruments, with respect to the Bando Loans and with respect to any
mortgaged properties or other collateral. If reasonably required by the Bank, Bando shall
furnish the Bank with any powers of attorney and other documents necessary or appropriate
to enable the Bank to carry out its servicing and administrative duties under this
Agreement. 



        In
addition to servicing and administering the Bando Loans, the Bank shall provide ongoing
credit analysis with respect to the borrowers in Bando’s Loan portfolio as well as
credit analysis of prospective borrowers. The Bank shall also provide all necessary
services with respect to loan defaults and workouts, and shall provide ongoing loan
monitoring services with respect to Bando’s Loan portfolio. The Bank shall provide
the services of George R. Schonath to perform and/or supervise the services described in
this paragraph. All out-of-pocket costs incurred by the Bank in providing such services
described in this paragraph which are not covered by the immediately preceding paragraph
shall be added to the amount owing under the related Bando Loan. The Bank agrees that
George R. Schonath may continue as President and Chief Executive Officer of Bando, and may
perform such services, and fulfill such obligations as are customary for a President and
Chief Executive Officer. 



        (b)              In
consideration for the Bank’s loan management services to Bando under the
          first paragraph of Section 1.(a), the Bank shall charge and Bando shall pay on
a           monthly basis a fee equal to one twelfth of twenty five (25) basis points
          multiplied by the amount of Bando Loans outstanding at the end of the preceding
          month plus all of the Bank’s out of pocket expenses described in the first
          paragraph of Section 1.(a).  




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        (c)              As
agent of Bando, Bank may originate loans for the benefit of Bando to Bando
          customers and shall be entitled to a loan origination and processing fee of
          $2,500 for each loan so originated and processed. For purposes of this Section
          1.(c), “originate loans to Bando customers” means refinancing loans,
          renewing loans and making new loans to then existing Bando customers.  





        (d)              From
time to time, the Bank may sell, and Bando may purchase, participations in
          loans made by the Bank. Any such participations shall be made proportionately
          with the face amount of such loans and shall bear the same interest rate. No
          loan origination fees shall be paid with respect to such loans.  





        2.    Leased
Property Servicing. 





        (a)              In
general, Bank shall be Bando’s agent in all matters relating to the           lease
arrangements between Bando, as property owner, and lessees (the properties
          subject to such lease arrangements being called the “Leased
          Properties”), including the collection of rents and insuring that real
          estates taxes are duly paid and that insurance coverages are maintained. Bank,
          as Bando’s agent, shall deal directly with lessees and others in all
          matters pertaining to such leases. In addition, Bank shall use its best efforts
          to obtain properties to be owned by Bando and leased to corporations or others
          on a triple net lease basis. In furtherance thereof, Bank shall be responsible
          for obtaining properties, securing lessees, preparing all necessary papers and
          documents and tending to all closing activities.  





        (b)              The
Bank shall also provide credit analysis with respect to lessees of Leased
          Properties as well as credit analysis of prospective lessees. The Bank shall
          also provide all necessary services in connection with lease defaults and
          workouts, and shall provide ongoing lease monitoring services with respect to
          the Leased Properties. The Bank shall provide the services of George R.
Schonath           to perform and/or supervise the services described in the previous two
          sentences.  





        (c)              On
all properties originally acquired by Bando from Bando McGlocklin Real Estate
          Investment Corporation, Bando shall pay the Bank a monthly leased property
          servicing fee equal to one twelfth (1/12) of twenty five (25) basis points
          multiplied by Bando’s total cost of all such properties, as shown on its
          books and records.  





        (d)              On
all properties owned by Bando other than those identified in Section 2(c)
          above, Bando shall pay Bank a monthly leased property servicing fee equal to
six           percent (6%) of the rental fees received on such properties each month.  





        3.    Accounting
Services. The Bank shall provide accounting services to Bando           in accordance
with the terms of this Agreement, which services shall include,           but not be
limited to, the following: (a) the preparation of internal management           reports;
and (b) the preparation of external reports to shareholders and any           applicable
regulatory agencies. The Bank shall provide accounting services to           LMOD in
accordance with the terms of this Agreement, which services shall           consist of
the providing of internal management reports, and the providing of           advice on
accounting matters as requested by LMOD from time to time. The Bank           shall
maintain a record of the actual time spent by its employees in providing           such
accounting services to Bando and LMOD, collectively, and shall charge and           Bando
shall pay on a monthly basis for the actual costs of providing such           services.
The actual cost shall be the employee’s hourly rate, plus a pro           rata share
of the cost of bonuses and other benefits and perquisites of           employment made
available to such employee(s).  





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        4.    Management
Services to be Provided to LMOD.  





        Bank
shall provide the following management services to LMOD in accordance with the terms of
this Agreement, which services shall consist of the following: 



        (a)              The
Bank shall advise the management of LMOD regarding finances, costs and           expenses
and strategies.  





        (b)              The
Bank shall advise the management of LMOD with respect to the operations and
          business of LMOD.  





        (c)              The
Bank shall advise the management of LMOD with respect to sales and           marketing.  





The Bank shall provide the services
of George R. Schonath to provide and/or supervise the performance of the foregoing
services. The Bank hereby agrees that George R. Schonath may continue as Chairman and
Chief Executive Officer of LMOD, and may perform such services, and fulfill such
obligations, as are customary for a Chairman and Chief Executive Officer 



        5.    Fees
for Additional Services to Bando and LMOD. For the services of the           Bank in
connection with providing services in connection with (i) the           credit
analysis, loan default, loan workouts and ongoing loan monitoring           services with
respect to the Bando Loans, (ii) the credit analysis, lease           defaults, lease
workouts and ongoing lease monitoring with respect to the Leased           Properties, and (iii)
the management services to LMOD (as set forth in           Sections 4), Bando shall pay
to the Bank a monthly fee equal to one-twelfth           (1/12) of $365,000.  





        6.    Audits.
Bando shall have the authority to audit the activities and           services provided by
the Bank on reasonable notice to the Bank and at           Bando’s expense during
the term of this Agreement.  





        7.    Standard
of Care. The Bank shall perform its responsibilities under this           Agreement
in accordance with its usual practices and shall employ or cause to be           employed
procedures (including collection, foreclosure and foreclosed property
          management procedures) and shall exercise the same degree of care to protect
          Bando’s interest in the Bando Loans and the Leased Properties managed by
          the Bank as it does its own assets. So long as the Bank exercises such care in
          the servicing and management of the Bando Loans and the Leased Properties, it
          shall not be under any liability to Bando with respect to anything it may do or
          refrain from doing in the exercise of its judgment or which may seem to the
Bank           to be necessary or desirable in the servicing and management of the Bando
Loans           and the Leased Properties, and the management of LMOD, except for its
willful           misconduct.  





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        8.    Representations.
Subject to Section 7 hereof, the Bank has not made and           does not make any
representations or warranties, express or implied, with           respect to, and the
Bank does not assume and has no responsibility or liability           for, the
collectibility, enforceability or the validity of any of the Bando           Loans, the
documents evidencing such loans, or the financial condition of any           borrower or
any obligor on the loans or collateral securing the loans, or other           information
furnished by the Bank to Bando nor does the Bank assume any           responsibility for
the payment of rents or other payments required to be made by           any lessee of the
Leased Properties.  





        9.    Overhead
Expenses. Except with respect to computers and office supplies,           the
expenses of which shall be borne by the Bank with respect to 57.5% of such
          expenses and by Bando with respect to 42.5% of such expenses, the Bank and
Bando           shall share on an equal 50/50 basis, their overhead expenses. These
expenses           shall include, but not be limited to, expenses for telephones,
receptionist           services and other miscellaneous expenses. The Bank shall pay
these expenses and           shall charge Bando, and Bando shall pay for Bando’s
share of all such           expenses, on a monthly basis.  





        10.    Noncompetition.
Bando agrees that, except as specifically approved in           writing by the Bank,
Bando shall not originate any loans during the term of this           Agreement and any
renewal thereof, except that Bando, through the Bank, may make           loans to then
existing Bando customers, whether by refinancing outstanding           loans, increasing
outstanding amounts or making new loans. Notwithstanding the           foregoing, Bando
may, at its option, purchase loan participations (100% or less)           from any other
lending institution, including, but not limited to, the Bank.  





        11.    Term.
The term of this Agreement shall continue until December 31, 2004,           at which
time this Agreement shall be automatically renewed for successive one           (1) year
terms unless prior to the original termination date or any subsequent           renewal
date either Bank, on the one hand, or Bando and LMOD, on the other hand,
          provides the other party with written notice at least sixty (60) days in
advance           of the termination date of its intent that this Agreement not be
automatically           renewed upon the occurrence of the next scheduled termination
date. This           Agreement may also be terminated at any time by mutual written
consent of the           Bank, Bando and LMOD or by any party if any other party fails to
perform as           required by this Agreement. Upon termination, Bando or its designee
shall assume           all of the rights and obligations of the Bank with respect to the
Bando Loans           and the Leased Properties. The Bank shall, upon request of Bando
but at the           expense of the Bank, deliver to Bando all documents and records
relating to the           Bando Loans and the Leased Properties and an accounting of
amounts collected and           held by the Bank and otherwise use its best efforts to
effect the orderly and           efficient transfer of servicing rights and obligations
to the assuming party.  





        12.    Confidentiality.
The Bank agrees that it shall not disclose to any third           party any information
concerning the customers, trade secrets, methods,           processes or procedures or
any other confidential, financial or business           information of Bando or LMOD of
which it learns during the course of its           performance under this Agreement,
without the prior consent of Bando or LMOD, as           the case may be.  




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        13.    Books
and Records. All books and records maintained by or for Bando shall           be the
property of Bando and shall be returned or provided to Bando by the Bank
          immediately upon Bando’s request.  





        14.    Miscellaneous.  





        (a)              This
Agreement sets forth the entire understanding of the parties as to its           subject
matter and may not be modified except in writing executed by both           parties.  





        (b)              If
any provision of this Agreement is held invalid or otherwise unenforceable,           the
validity or enforceability of the remaining provisions shall not be impaired
          thereby.  





        (c)              This
Agreement shall be governed by and construed under the laws of the State of
          Wisconsin.  





		INVESTORSBANK
	

 	By:  /s/ George R. Schonath
		        George R. Schonath, Its President
	
 	THE MIDDLETON DOLL COMPANY
	

 	By:  /s/ George R. Schonath
		        George R. Schonath, Its President
	
 	BANDO McGLOCKLIN SMALL BUSINESS LENDING CORPORATION
	

 	By:  /s/ George R. Schonath
		        George R. Schonath, Its President
	
 	LEE MIDDLETON ORIGINAL DOLLS, INC.
	

 	By:  /s/ George R. Schonath
		        George R. Schonath, Its President








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