OFFERING SUMMARY

CEDAR CREEK PARTNERS

Entity:	Cedar Creek Partners, a Wisconsin Limited Partnership ("Partnership"), a middle market buy-out and recapitalization fund.

The Offering:	The Partnership is offering between 1,000 and 1,600 units of limited partnership interests ("Units") for sale to selected and qualified accredited investors at a purchase price of $50,000 per Unit. The Partnership intends to raise between $50.0 million and $80.0 million in this Offering.

Minimum

Investment:	$1,000,000

Present	Banc One	$25M

Commitments:	Lubar Group	$3M

Heller Financial	$3M

General Partner Principals	$2.5M

General	Cedar Creek Partners LLC, a Wisconsin limited

Partner:	liability company ("General Partner"), of which H. Wayne Foreman, Robert L. Cook, Jr. and Daniel J. Jagla are the managing members ("Managing Members"). Through December 31, 1996, Messrs. Foreman, Cook and Jagla were the senior executives of Banc One Venture Corporation (BOVC), a wholly-owned subsidiary of Banc One, Milwaukee/Banc One Corporation of Columbus, Ohio. In 1996, Banc One elected to consolidate the management of all its private equity and mezzanine activities under Banc One Capital Corporation in Columbus, Ohio.

Effective January 1, 1997 "General Partner" entered into a Management Agreement with BOVC to manage the remaining BOVC assets. Under the Management Agreement, the General Partner will be paid an annual management fee of 1% of the cost of the BOVC portfolio managed until December 31, 1997; no management fee will be paid thereafter, although the General Partner will continue to mange the remaining BOVC assets until natural maturity or sale.

Investment	The Partnership's objective is to achieve long-

Objective:	term capital appreciation by building a portfolio of equity and equity-oriented securities I buy-outs and recapitalizations of privately-held, middle market, Midwestern-based companies ("Portfolio Companies").

Key Investment	Experienced Management. Messrs. Foreman, Cook

Considerations:	and Jagla have a total of 34 years in the business of making middle market buy-out and recapitalization investments and the acquisition, management and disposition of private companies. They comprised all of the senior management of Banc One Venture Corporation("BOVC") and have operated as a team for the past eight years. They are skilled at finding attractive investment opportunities, evaluating performances, scrutinizing management teams, developing reasonable expectations and negotiating favorable terms.

Successful Track Record. Messrs. Foreman, Cook and Jagla have produced realized gross returns of 40% per annum on their buy-out and recapitalization investments. Overall returns have averaged 36%, and overall returns on investments made since 1991 have averaged 45%. Their results have been consistent, with very few realized losses.

General	Messrs. Foreman, Cook and Jagla have committed

Partner/	to invest $2.5 million in the Partnership, with

Management	1% of the total capital of the Partnership

Commitment:	representing the General Partner's contribution and the balance to be invested in Units.

Banc One	Banc One has committed to purchase 25% of the

Support:	total number of Units sold in the Offering on or before June 30, 1997, up to a maximum investment of $15.0 million.

Niche	Messrs. Foreman, Cook and Jagla will continue

Strategy:	their niche strategy within the competitive arena of private equity funds. The Partnership will focus on acquisitions and recapitalization of Midwestern-based companies with values of $50 million or less. The General Partner believes this market segment is less efficient than other private equity market segments, and there are relatively few competitors who can match the experience, reputation and capital of the Partnership within this chosen segment.

Favorable	The General Partner believes that the terms

Terms:	being offered to the Limited Partners are favorable relative to other offerings of private equity partnerships. The annual fees are conservative and the General Partner's carried interest is deferred until the Partners have received in the aggregate 100% of principal plus a preferred return of 10% per annum. In addition, all fee income attributable to the Partnership's transactions inures to the benefit of the Partnership.

Investment	The General Partner and its affiliates will not

Opportunities:	engage in any competitive activity with the Partnership until the Partnership's investment capacity for investments in new Portfolio Companies is fully deployed. The General Partner will, however, continue to manage the assets of BOVC, and follow-on investments may be made in existing BOVC portfolio companies. Furthermore, investment opportunities that fit within the acquisition objectives of any of BOVC's existing portfolio companies will be presented first to BOVC's portfolio companies.

Allocation of	Income and losses from temporary investments of

Gains & Losses:	Partnership cash, net of expenses and realized gains from income from Portfolio Companies, net of cumulative realized losses ("Profits") generally will be allocated:

(i)	First to all Partners in the Partnership until they have received a 10% compounded annual return on their Adjusted Capital Contributions;

(ii)	Second, to the General Partner until it has received 20% of all Profits previously allocated to the Partners in the current and all prior years; and

(iii)	Third, thereafter, 80% to the Limited Partners and 20% to the General Partner.

Banc One, as the "Special Limited Partner," also has negotiated to share in the General Partner's carried interest. Net realized losses generally will be allocated to all Partners in accordance with any prior allocations of Profits, on a last-in first-out basis, and then in accordance with their capital account balances in the Partnership.

Distributions:	Partnership cash flow generated from short-term investments and from Portfolio Companies generally will be distributed at least annually:

(i)	First, to all Partners to pay taxes on the Profits allocated to the Partners for such year;

(ii)	Second, to all Partners until the time the Partners have received distributions equal to their Adjusted Capital Contributions;

(iii)	Third, to all Partners until they have received an amount equal to the 10% compounded annual return on their Adjusted Capital Contributions;

(iv)	Fourth, to the General Partner until it has received 20% of all Profits distributed to the Partners in the current and all prior years; and

(v)	Fifth, thereafter 80% to the Limited Partners and 20% to the General Partner.

The Special Limited Partner also has negotiated to share in the General Partner's carried interest.

Claw-Back	If as a result of subsequent losses, the General

Rights:	Partner has received, or, as a result of a current distribution, would receive, distributions in excess of the amount the General Partner would have otherwise received had such losses been realized prior to such distributions, then in certain circumstances the future distributions form the Partnership to the General Partner may be limited. Furthermore, if such over-distribution has not been resolved upon the Partnership's disposition of its last investment in a Portfolio Company, the General Partner may be required to contribute the remaining amount of the over-distribution to the Partnership for distribution to the Limited Partners. Due to the Special Limited Partner's sharing in the General Partner's carried interest, this provision shall similarly apply to the Special Limited Partner to the extent it receives an over-distribution.

Advisory	The Partnership will have an advisory committee

Committee:	consisting of five persons ("Advisory Committee"), one of whom will be a representative of the Special Limited Partner, and the remaining four members (one of whom shall be representatives of other institutional Limited Partners) will be nominated by the General Partner and approved by the vote of a Majority in Interest of the Limited Partners. The Advisory Committee will advise and consult with the general Partner concerning business trends, developments and investment opportunities, will review all valuations and distributions, and will resolve all potential conflicts of interest. The Advisory Committee will not have the right to make investment decisions on behalf of the Partnership, or to otherwise manage the Partnership or make decisions on its behalf.

Management	The Partnership will pay to the General Partner

Fee:	an annual management fee equal to 2.0% of the aggregate Capital Commitments of the Partnership up to $50.0 million, and 1.0% of the aggregate Capital Commitments of the Partnership over $50.0 million. The Management Fee will be payable on a quarterly basis, in advance. Commencing on the sixth anniversary of the date of the initial closing, the Management Fee shall be equal to 2.0% of the capital of the Partnership invested in Portfolio Companies on a cost basis up to $50.0 million and 1.0% of the capital of the Partnership invested in Portfolio Companies on a cost basis over $50.0 million.

Term:	The term of the Partnership will expire on the tenth anniversary of the date of the initial closing, unless earlier terminated or extended for up to two one-year periods.

Organization	$200,000 payable by partnership

Expenses:

Initial	Upon receipt and acceptance of subscriptions for

Contributions	at least 1,000 Units, each investor will be

and Remaining	required to pay the Initial Contribution of $500

Contributions:	in cash per Unit. Each investor will be required to pay the Remaining Contribution of $49,500 per Unit, in installments, upon demand by the General Partner as funds are required by the Partnership, upon ten calendar days' notice.

Initial and	An initial closing will be held as soon as

Subsequent	practicable following receipt and acceptance of

Closings:	subscriptions for at least 1,000 Units, but the initial closing must be held on or before June 30, 1997. Subsequent closings may be held at any time after the initial closing through December 31, 1997, assuming the Offering is extended by the General Partner.

Reports to	The Partnership will furnish to the Limited

the Limited	Partners an annual financial report, including

Partners:	a balance sheet and a statement of the results of operations for each Partnership Year of the Partnership, which will be audited by KPMG Peat Marwick LLP, independent auditors. In addition, quarterly reports containing unaudited financial statements and a review of new and existing investments will be provided to the Limited Partners.