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                                                                   Exhibit 10.44

                          GENERAL PARTNERSHIP AGREEMENT



         THIS GENERAL PARTNERSHIP AGREEMENT (this "Agreement") is effective by
and between the persons who become partners hereto from time to time by
executing a General Partner Execution Page substantially in the form of Exhibit
A hereto (collectively, the "Partners" and individually, a "Partner").

                              W I T N E S S E T H:

                  WHEREAS, the Partners are forming a general partnership (the
"Partnership") in, and in accordance with the laws of, the state of Wisconsin
for the purpose of investing from time to time in debt and equity securities
pursuant to the terms and conditions set forth herein; and

                  WHEREAS, the Partners have joined the Partnership to allow
them to combine their resources; to make investments of sufficient size so that
the Partnership's economic bargaining power enables it to negotiate the terms
upon which investments will be made and to exercise significant influence over
decisions by all investors in connection with such investments; to pool the
available expertise of the Partners; and to increase the liquidity of the
Partners with respect to the interests in the Partnership's investments by
providing for the transfer thereof on the terms and conditions set forth herein.

                  NOW, THEREFORE, in consideration of the foregoing and the
terms and conditions contained herein, the Partners hereby agree as follows:

                  1. DEFINED TERMS. For purposes of this Agreement, capitalized
terms shall have the meanings assigned to them in Exhibit B hereto.

                  2. FORMATION OF PARTNERSHIP. The Partnership and its
operations shall commence as of the date of this Agreement.

                  3. NAME.  The name of the Partnership shall be "CGRM
INVESTMENT PARTNERSHIP."

                  4. TERM. The term of the Partnership shall continue at will
until the Partnership is terminated pursuant to the provisions hereof.

                  5. PURPOSE. The purpose of the Partnership shall be to provide
for the investment of funds by the buying and selling of securities of every
kind and description.


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                  6. TITLE TO PARTNERSHIP PROPERTY. All property owned by the
Partnership shall be owned by the Partnership as an entity, and no partner,
individually, shall have any ownership of such property. The Partnership may
hold any of its assets in its own name, in the name of a Pool, or in the name of
its nominee, which nominee may be one or more individuals, partnerships, trusts
or other entities.

                  7. POOLS, UNITS AND CONTRIBUTIONS OF CAPITAL.

                  7.1. INVESTMENT POOLS. The Investment Committee shall
establish one or more separate Pools for the Partnership's assets, based upon
such criteria as are established by it in its sole discretion. The assets and
liabilities of each Pool shall be segregated from those of any other Pool and be
separately managed by the Investment Committee, and the income, gains,
deductions and losses from each Pool shall be separately determined and
accounted for according to the terms of this Agreement.

                  7.2. PARTNERSHIP UNITS. The interests of the Partners in the
Pools shall be divided into Units of One Thousand Dollars ($1,000) each
representing ownership of interests in the capital and assets of the given Pool.
There shall be no fractional Units.

                  7.3. ADDITIONAL CONTRIBUTIONS TO CAPITAL. Upon the acquisition
of a Security pursuant to ARTICLE 18 below, the Investment Committee shall
assign the Security to a Pool, whether previously existing or newly created, and
issue Units in such Pool to each Partner who made an Additional Contribution to
Capital with respect to such Security based on the amount so contributed.

                  7.4. INTEREST ON CAPITAL.  No interest shall be paid on any
capital contribution to the Partnership.

                  7.5. FISCAL PERIOD; CAPITAL CONTRIBUTION DATES. Additional
Contributions to Capital shall be permitted in accordance with ARTICLE 18 below.
A Fiscal Period for a Pool shall begin on each day on which capital
contributions are permitted with respect to such Pool and shall end on the day
prior to the next day on which capital contributions are permitted and on the
end of each fiscal year.

                  8.  CURRENT INCOME CHARACTERIZATION AND ACCOUNTS.

                  8.1. CHARACTERIZATION OF CURRENT INCOME. The Accrued Current
Income and Cash Current Income of the Partnership with respect to each Pool
shall be divided by Income Type as shall be


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determined from time to time by the Investment Committee. The Partnership shall
account for all Current Income separately by Income Type on the books of the
Partnership for each Pool and as specifically provided in this Agreement.

                  8.2.  CURRENT INCOME ACCOUNTS.

                        (a)   ESTABLISHMENT BY INCOME TYPE. A separate Income
            Account shall be maintained for each Partner participating in the
            given Pool for each Income Type earned by such Pool for each Fiscal
            Period in which he or she held Units of such Pool.

                        (b)   ADJUSTMENTS.  The Income Accounts of a Partner
            shall be adjusted at the end of each Fiscal Period as follows:

                              (i)   ACCRUED CURRENT INCOME. There shall be
                  credited the share of the Accrued Current Income for the
                  Fiscal Period of each Income Type allocable to such Partner in
                  accordance with SUBSECTION 10.1(A) below.

                              (ii)   CASH CURRENT INCOME. There shall be debited
                  the amount of Cash Current Income for the Fiscal Period of
                  each Income Type distributed to such Partner with respect to
                  the Fiscal Period in accordance with SUBSECTION 10.1(B) below.

                              (iii)   IN-KIND DISTRIBUTIONS. There shall be
                  debited the amount, by Income Type, of Accrued Current Income
                  payable, if any, with respect to Securities distributed in
                  kind to the Partner with respect to such Fiscal Period
                  pursuant to SECTION 20.4 below.

                  9.  UNREALIZED GAIN AND UNREALIZED LOSS ACCOUNTS.

                  9.1.  UNREALIZED GAIN ACCOUNT.

                        (a)   ESTABLISHMENT. A separate Unrealized Gain Account
            shall be maintained for each Partner with respect to each Pool in
            which he or she participates.

                        (b)   ADJUSTMENTS.  Each Unrealized Gain Account of a
            Partner shall be adjusted at the end of each Fiscal Period as
            follows:

                              (i)   UG ADJUSTMENT. There shall be credited an
                  amount equal to the UG Adjustment for the Fiscal


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                  Period for the given Pool multiplied by the Partner's Unit
                  Percentage for such Pool in such Fiscal Period.

                              (ii)   REALIZED GAIN. There shall be debited the
                  amount of Realized Gain, if any, allocated to the Partner for
                  such Pool pursuant to SECTION 10.4 below.

                              (iii)   REALIZED LOSS. There shall be credited an
                  amount equal to the Realized Loss, if any, allocated to the
                  Partner for such Pool pursuant to SECTION 10.4 below.

                              (iv)   UNREALIZED APPRECIATION. There shall be
                  debited the amount of Unrealized Appreciation on any Gain
                  Securities distributed in kind to the Partner from such Pool
                  with respect to such Fiscal Period pursuant to ARTICLE 20
                  below.

                              (v)   ALLOCATIONS AWAY. There shall be debited an
                  amount equal to Realized Gain, if any, allocated away from the
                  Partner pursuant to SUBSECTION 10.4(C) below in connection
                  with a sale of Units in the Pool by another Partner in the
                  Fiscal Period.

                  9.2.UNREALIZED LOSS ACCOUNT.

                      (a) ESTABLISHMENT. A separate Unrealized Loss Account
            shall be maintained for each Partner with respect to each Pool in
            which he or she participates.

                      (b) ADJUSTMENTS.  Each Unrealized Loss Account of a
            Partner shall be adjusted at the end of each Fiscal Period as
            follows:

                           (i)   UL ADJUSTMENT. There shall be credited an
                  amount equal to the UL Adjustment for the Fiscal Period for
                  the given Pool multiplied by the Partner's Unit Percentage
                  for such Pool in such Fiscal Period.

                           (ii)  REALIZED LOSS. There shall be debited the
                  amount of Realized Loss, if any, allocated to the Partner
                  for such Pool pursuant to SECTION 10.4 below.

                           (iii)  REALIZED GAIN. There shall be credited an
                  amount equal to the Realized Gain, if any, allocated to the
                  Partner for such Pool pursuant to SECTION 10.4 below.


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                           (iv)  UNREALIZED DEPRECIATION. There shall be debited
                  the amount of Unrealized Depreciation on any Loss Securities
                  distributed in kind to the Partner from such Pool with respect
                  to such Fiscal Period pursuant to ARTICLE 20 below.

                           (v)  ALLOCATIONS AWAY. There shall be debited an
                  amount equal to Realized Loss, if any, allocated away from the
                  Partner pursuant to SUBSECTION 10.4(C) below in connection
                  with a sale of Units in the Pool by another Partner in the
                  Fiscal Period.

                  9.3.  TIMING. Whenever this Agreement makes reference to a
Partner's balance in his or her Unrealized Gain Account (or Unrealized Loss
Account) "as of the end of a Fiscal Period," such balance shall be determined
after adjustments for the Fiscal Period as provided in PARAGRAPHS 9.1(B)(I) and
9.2(B)(I), but before adjustments for the Fiscal Period as provided in
PARAGRAPHS 9.1(B)(II), (III), (IV), AND (V) and 9.2(B)(II), (III), (IV), AND
(V), respectively.

                  10.  ALLOCATIONS AND DISTRIBUTIONS. All items of income,
deduction, loss and gain shall be allocated and all distributions of cash (other
than pursuant to a dissolution of the Partnership) shall be made to the Partners
in accordance with the following provisions:

                  10.1.  CURRENT INCOME.

                      (a)  ALLOCATIONS FOR ACCOUNT PURPOSES. The Accrued
            Current Income of the Partnership for each Pool in each Fiscal
            Period shall be allocated for account maintenance purposes by Income
            Type among the Partners in proportion to their respective Unit
            Percentages in such Pool for such Fiscal Period.

                      (b)  CASH DISTRIBUTIONS. An amount of cash equal to the
            Cash Current Income of the Partnership received during each Fiscal
            Period from each Pool shall be distributed to the Partners
            participating in such Pool as follows:

                           (i)  POSITIVE INCOME ACCOUNTS. First, by Income Type
                  to those Partners with positive balances in Income Accounts of
                  the respective Income Types from such Pool with respect to
                  prior Fiscal Periods in the chronological order thereof, for
                  each such Fiscal Period in proportion to and to the extent of
                  such positive balances for that Period.


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                           (ii)  PRO RATA. Second, the excess, if any, by Income
                  Type to the Partners in proportion to their respective Unit
                  Percentages in such Pool.

                      (c)  DISTRIBUTIONS TO SELLING PARTNERS. There shall be no
            special distributions to Selling Partners with respect to their
            Income Accounts. In the event a Partner sells all of his Units in a
            Pool or withdraws entirely from the Partnership and has a remaining
            balance in his or her Income Account for such Pool as of the end of
            the Fiscal Period of Sale, such Partner shall be considered to have
            retained an income interest in the Partnership and be entitled to
            distributions of Cash Current Income received and, in the case of
            write-downs, allocations of Accrued Current Income adjustments made
            in subsequent Fiscal Periods by Income Type pursuant to SUBSECTIONS
            10.1(A) AND (B) above until the balance in each of his or her Income
            Accounts by Income Type, as adjusted in accordance with SUBSECTION
            8.2(B) above, has been reduced to zero.

                      (d)  ALLOCATIONS FOR TAX PURPOSES. For tax purposes,
            taxable and nontaxable Current Income of the Partnership shall be
            allocated by Income Type among the Partners in accordance with the
            amounts of Cash Current Income that is distributed to the Partners
            with respect to a Fiscal Period.

                  10.2.  EXPENSES.

                      (a)  INVESTMENT MANAGEMENT EXPENSE. Investment Management
            Expenses shall be deemed to have been incurred in the Fiscal Period
            to which they would be chargeable under the accrual method of
            accounting for purposes of charging the Partners therefor. All
            Investment Management Expenses for a Pool in a Fiscal Period shall
            be allocated and charged to the Partners in proportion to their Unit
            Percentages in such Pool for the Fiscal Period. Investment
            Management Expenses paid by the Partnership shall be treated as
            distributions to the Partners, in each case to the extent of such
            expenses charged to him.

                      (b)  TRANSACTION COSTS. Transaction Costs shall be treated
            as increases or decreases, as the case may be, in the acquisition
            costs or proceeds from disposition of Securities.


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                  10.3.  DISTRIBUTIONS OF GAIN AND LOSS. Distributions of
proceeds of any sale, exchange or other disposition of Securities shall be made
pursuant to SECTION 20.4 below.

                  10.4.  ALLOCATIONS OF GAIN AND LOSS.

                      (a)  GENERAL ALLOCATIONS. Subject to the special
            allocation provisions of SUBSECTIONS 10.4(B) AND (C) below, the
            Realized Gain or Realized Loss or both, if any, from each Pool for
            each Fiscal Period shall be allocated pursuant to this SUBSECTION
            10.4(A).

                           (i)  REALIZED GAINS. Realized Gains shall be
                  allocated to those Partners participating in such Pool who had
                  positive balances in their Unrealized Gain Accounts for such
                  Pool as of the end of such Fiscal Period to the extent of and
                  in proportion to such positive balances.

                           (ii)  REALIZED LOSSES. Realized Losses shall be
                  allocated to those Partners participating in such Pool who had
                  negative balances in their Unrealized Loss Accounts for such
                  Pool as of the end of such Fiscal Period to the extent of and
                  in proportion to such negative balances.

                      (b)  INITIAL PRIORITY ALLOCATION OF GAINS AND LOSSES TO
            SELLING PARTNERS. Notwithstanding SUBSECTION 10.4(A), in the event
            one or more Partners has a balance in a Redemption UGA or Redemption
            ULA as of the end of the Fiscal Period (including Partners electing
            to sell all or a portion of their Units in a Pool as of the last day
            of such Fiscal Period), there shall be an Initial Priority
            Allocation of the Partnership's Realized Gain and Realized Loss from
            such Pool for such Fiscal Period, to be made in the following
            manner:

                           (i)  REALIZED GAIN.  Realized Gain from such Pool
                  shall be allocated:

                                 (A) first to any Partner who sold all of his
                        or her Units in a Pool in any preceding Fiscal Period
                        and carried over a positive balance in such Partner's
                        Redemption UGA or Redemption ULA to the current Fiscal
                        Period;

                                 (B) next to any Partner who sells all or a
                        portion of his or her Units in a Pool as of the end of
                        the current Fiscal Period and would


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                        otherwise carry over a positive balance in such
                        Partner's Redemption UGA or Redemption ULA; and

                                 (C) the remainder among all Partners
                        participating in such Pool in the manner set forth in
                        SUBSECTION 10.4(A) above after adjusting the Selling
                        Partner's Unit Percentage in such Pool and Unrealized
                        Gain Account to reflect such sales and the allocations
                        pursuant to this PARAGRAPH 10.4(B)(I).

                           (ii)  REALIZED LOSS. Realized Loss from such Pool
                  shall be allocated:

                                 (A) first to any Partner who sold all of his
                        or her Units in a Pool in any preceding Fiscal Period
                        and carried over a negative balance in such Partner's
                        Redemption ULA or Redemption UGA to the current Fiscal
                        Period;

                                 (B) next to any Partner who sells all or a
                        portion of his or her Units in a Pool as of the end of
                        the current Fiscal Period and would otherwise carry over
                        a negative balance in such Partner's Redemption ULA or
                        Redemption UGA; and

                                 (C) the remainder among all Partners
                        participating in such Pool in the manner set forth in
                        SUBSECTION 10.4(A) above after adjusting the Selling
                        Partner's Unit Percentage in such Pool and Unrealized
                        Loss Account to reflect such sales and the allocations
                        pursuant to this PARAGRAPH 10.4(B)(II).

                      (c)  SECONDARY PRIORITY ALLOCATIONS. In the event that any
            Partner who sold all of his or her Units in a Pool in a preceding
            Fiscal Period carried over a balance other than zero to the current
            Fiscal Period in either his or her Redemption UGA or Redemption ULA
            and such balance or balances were not reduced to zero as of the end
            of the current Fiscal Period by the Initial Priority Allocations
            made pursuant to SUBSECTION 10.4(B) above, there shall be Secondary
            Priority Allocations of the Realized Gain or Realized Loss or both
            of the Partnership from prior Fiscal Periods in the same fiscal year
            in the manner and to the extent set forth in this SUBSECTION
            10.4(C).

                           (i)  SAME CHARACTER. If there is a balance remaining
                  in either such Partner's Redemption UGA or


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                  Redemption ULA, there shall be a special allocation of
                  Realized Gain and Realized Loss, as the case may be, with
                  respect to Fiscal Periods prior to the Fiscal Period of Sale
                  during the same fiscal year of the sale as follows:

                                 (A)  An amount of Realized Gain shall be
                        allocated to such Selling Partner and away from the
                        Continuing Partners up to an amount sufficient to offset
                        any positive balance in such Partner's Redemption UGA or
                        Redemption ULA after such allocation; and

                                 (B)  An amount of Realized Loss shall be
                        allocated to such Selling Partner and away from the
                        Continuing Partners up to an amount sufficient to offset
                        any negative balance in such Partner's Redemption ULA or
                        Redemption UGA after such allocation.

                           (ii)  OPPOSITE CHARACTER. In the event that there
                  shall still remain a balance in either the Redemption UGA or
                  Redemption ULA of any such Selling Partner after the special
                  allocation pursuant to PARAGRAPH 10.4(C)(I) above, there shall
                  be an additional allocation of Realized Gain and Realized
                  Loss, as the case may be, as follows:

                                 (A)  If there remains a positive balance in
                        such Partner's Redemption UGA or Redemption ULA, there
                        shall be a special allocation of Realized Loss with
                        respect to Fiscal Periods during the same fiscal year of
                        the sale (and not previously specially allocated
                        pursuant to PARAGRAPH 10.4(C)(1) above) away from the
                        Selling Partner and to the Continuing Partners (in
                        proportion to their respective Unrealized Loss Account
                        balances), up to an amount sufficient to offset such
                        positive balance in such Partner's Redemption UGA or
                        Redemption ULA; and

                                 (B)  If there remains a negative balance in
                        such Partner's Redemption ULA or Redemption UGA, there
                        shall be a special allocation of Realized Gain with
                        respect to Fiscal Periods during the same fiscal year of
                        the sale (and not previously specially allocated
                        pursuant to PARAGRAPH 10.4(C) II) above) away from the
                        Selling Partner and to the Continuing Partners (in
                        proportion to


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                        their respective balances), up to an amount equal to
                        offset such negative balance in such Partner's
                        Redemption ULA or Redemption UGA.

                  10.5.  ORDERING OF PRIORITY ALLOCATIONS.

                      (a)  CONTINUING PARTNERS. The Realized Gain or Realized
            Loss or both to be specially allocated to a Selling Partner or
            Partners pursuant to SUBSECTION 10.4(C) above shall be allocated
            away from the Continuing Partners in the given Pool in proportion to
            the aggregate Realized Gains or Realized Losses, as the case may be,
            allocated to the Continuing Partners from the Pool with respect to
            prior Fiscal Periods within such fiscal year before any adjustments
            pursuant to SUBSECTION 10.4(C) above with respect to the current
            Fiscal Period.

                      (b)  SELLING PARTNERS. If there is more than one Partner
            to whom a Priority Allocation is being made under any given
            Paragraph of SUBSECTIONS 10.4(B) OR (C) above, the Priority
            Allocation shall be made in proportion to and to the extent of the
            respective balances being offset in the Redemption UGAs and
            Redemption ULAs as a result thereof.

                      (c)  PRIOR SALES. Priority Allocations being made under
            any given Paragraph of SUBSECTION 10.4(B) OR (C) above shall be made
            first with respect to the earliest Fiscal Period to which such
            Allocation is being made and sequentially thereafter to subsequent
            Fiscal Periods. In the event that a Partner elects to sell all of
            his or her Units in a Pool and there has been a sale of all of
            another Partner's Units in such Pool in prior Fiscal Periods, the
            Priority Allocations, if any, required under SUBSECTIONS 10.4(B) OR
            (C) above for the subsequent Selling Partner shall not affect, and
            shall be made after giving effect to, the Priority Allocations made
            with respect to such prior Selling Partner.

                      (d)  SHORT-TERM AND LONG-TERM ALLOCATIONS. Realized Gains
            and Realized Losses shall be characterized as either short-term or
            long-term at the time of recognition and shall be accounted for as
            such on the books of the Partnership. Except as provided below,
            whenever an allocation of Realized Gain and Realized Loss is made
            under this Agreement, such allocation shall consist of short-term
            and long-term gains or losses, as the case may be, in the same
            proportion as the total short-term and long-term gains and losses of
            the given Pool for such Fiscal Period, as the case may be, bear to
            the total Realized Gain and Realized Loss of


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            such Pool for the Fiscal Period. If within a fiscal year a Partner
            or Partners shall withdraw from a Pool or if a Partner or Partners
            shall sell Units in a Pool on dates other than the last day of the
            fiscal year, the Investment Committee shall make adjustments in the
            proportions of Realized Gains and Realized Losses allocated to the
            Partners that consist of short-term and long-term gains and losses
            as shall equitably take into account such interim year events, and
            the determination thereof by the Investment Committee shall be final
            and conclusive as to all of the Partners.

                      (e)  CURATIVE ALLOCATIONS. The allocations set forth in
            this ARTICLE 10 are intended to comply in substance with the
            requirements of Section 1.704-1(b) of the Regulations by providing
            for the allocation of tax attributes in accordance with the actual
            economic substance of each Partner's investment. Accordingly,
            notwithstanding anything in this ARTICLE 10 to the contrary, the
            Investment Committee, in consultation with the Partnership's
            accountants and attorneys, may make any special allocation of
            income, gain, loss or deduction for tax purposes deemed necessary to
            make the allocations provided herein for any fiscal year comply with
            the Regulations promulgated under Section 704 of the Code. To the
            extent any such special allocation differs from the allocation that
            would otherwise have been made under this ARTICLE 10, it shall be
            taken into account in computing subsequent allocations of income,
            gain, loss or deduction among the Partners so that, to the extent
            possible, the net amount of allocations of such items to the
            Partners shall be equal to the net amount that would have been
            allocated to each Partner if such special allocation had not
            occurred.

                  11.   DISTRIBUTIONS AND EXPENSES.

                  11.1  DISTRIBUTIONS. Distributions shall be made at the time
and in the manner determined by the Investment Committee in accordance with this
Agreement.

                  11.2.  EXPENSES.

                      (a)  TRANSACTION COSTS. Transaction Costs shall be treated
            as increases or decreases, as the case may be, in the acquisition
            costs or proceeds from dispositions of Securities.


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                      (b)  OTHER EXPENSES. All other expenses of the Partnership
            shall be allocated between the Pools in proportion to their relative
            values, or upon such other reasonable method as is determined by the
            Investment Committee.

                  12. FISCAL YEAR. The fiscal year of the Partnership shall be
the calendar year.

                  13. BOOKS AND RECORDS. Full and accurate books of the
Partnership shall be maintained at the Partnership's principal place of
business, showing all receipts and expenditures, assets and liabilities, profits
and losses, and all other records necessary for recording the Partnership's
business and affairs, including those sufficient to record the allocations and
distributions provided herein. Such books and records shall be open to the
inspection and examination by all Partners in person or by their duly authorized
representatives at reasonable times.

                  14. REPORTS. Each Partner who was a member of the Partnership
during each fiscal year shall, within ninety (90) days of the end of such fiscal
year, be furnished with a copy of the financial statements of the Partnership,
along with a statement of such Partner's share of the Partnership's profits or
losses, and deductible items, for such fiscal year, in sufficient detail to
allow such Partner to prepare his or her state and federal income tax returns in
accordance with the laws, rules and regulations then prevailing.

                  15. METHOD OF ACCOUNTING. The Partnership's books and accounts
shall be maintained in accordance with the cash method of accounting for
financial and income tax reporting purposes. The Partnership's method of
accounting may be modified from time to time in the discretion of the Investment
Committee in reliance upon advice of the Partnership's custodian of assets,
counsel, accountants or any of the foregoing.

                  16. VALUATION OF SECURITIES. The value of Securities held by
each Pool shall be determined by the Investment Committee as of the first day of
each Fiscal Period of the Pool within thirty (30) days thereof. Notice of such
valuation shall be provided to each Partner within fifteen (15) days of such
determination.

                  17. SECTION 754 ELECTION. The Partnership shall not file an
election in accordance with Section 754 of the Code to adjust the basis of
Partnership property in the case of a distribution of property within the
meaning of Section 734 of the Code, and in the case of a transfer of a
Partnership interest,


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within the meaning of Section 743 of the Code, without the consent of all
Partners.

                  18. MANAGEMENT OF THE PARTNERSHIP.

                  18.1.  INVESTMENT COMMITTEE.  The overall management and
control of the business and affairs of the Partnership shall be vested solely in
the Investment Committee.

                      (a)  MEMBERS. The Investment Committee shall consist of
            four (4) members, each of whom must be an Active Partner.

                      (b)  ELECTION. The members of the Investment Committee
            shall be elected by the affirmative vote of Partners whose interests
            in the Partnership as of the Valuation Date immediately preceding
            such vote represent more than fifty percent (50%) of all interests
            in the Partnership.

                      (c)  TERM. Each member of the Investment Committee shall
            serve until the earlier of the following: (i) his or her successor
            is duly elected; (ii) he or she resigns or ceases to be an Active
            Partner; or (iii) he or she is removed by the affirmative vote of
            Partners whose interests in the Partnership as of the Valuation Date
            immediately preceding such vote represent more than fifty percent
            (50%) of all interests in the Partnership.

                  18.2. AUTHORITY OF THE INVESTMENT COMMITTEE. In managing the
business and affairs of the Partnership, each member of the Investment
Committee, acting in the manner described in SECTION 18.3 below, shall have all
the rights, powers and duties of a general partner as provided in the Wisconsin
Partnership Act, including, but not limited to, the right to invest Partnership
funds, sell Partnership Securities, and execute any deed or instrument in
pursuance of any of the foregoing. No other Partner shall have implied,
apparent, or actual authority to act on behalf of the Partnership except as
expressly, affirmatively, and actually authorized pursuant to this ARTICLE 18.

                  18.3.  PARTNERSHIP ACTIONS.  All actions of the Partnership
shall be taken pursuant to this SECTION 18.3.

                      (a)  PARTNER CONSENT. Any action that may be taken by the
            Partnership under this Agreement may be taken by the consent of a
            number of Partners whose aggregate capital accounts at the time of
            the consent represent eighty percent (80%) by value of the aggregate
            capital of the


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            Partnership. Unless a Partner affirmatively dissents in writing
            within twenty-four (24) hours of notice of an action taken by the
            Investment Committee, he or she will be conclusively presumed to
            have consented to such action.

                      (b)  MAJORITY CONSENT. Except as specifically provided to
            the contrary in SECTIONS 18.4 AND 18.5 below, actions of the
            Investment Committee shall be taken with the approval of a majority
            by number of its members. Notwithstanding the foregoing, the
            Investment Committee may, in its sole discretion, delegate authority
            to any of its members to act unilaterally with respect to managerial
            tasks of the Partnership, including maintaining the various Partner
            accounts and acting as the tax matters partner for the Partnership
            as defined in Section 6231(a)(7) of the Code.

                      (b)  AUTHORITY TO ACT. Each member of the Investment
            Committee shall have the authority to unilaterally perform actions
            on behalf of the Partnership that are approved by the Investment
            Committee pursuant to SUBSECTION (A), above. Any person dealing with
            the Partnership or the Investment Committee may rely upon a
            certificate signed by any member of the Investment Committee as to:

                           (i)  PARTNERS.  The identity of the Partners and the
                  members of the Investment Committee;

                           (ii)  POWER. The existence or non-existence of any
                  fact or facts that constitute a condition precedent to acts by
                  the Partnership, the Investment Committee or the Partners, or
                  any other matter germane to the affairs of the Partnership;

                           (iii)  AUTHORIZATION. The persons who are authorized
                  to execute and deliver any instrument or document on behalf of
                  the Partnership; or

                           (iv)  FACTS. Any act or failure to act by the
                  Investment Committee or the Partners or as to any other matter
                  whatsoever involving the Partnership, the Investment Committee
                  or any Partner.

                  18.4. ACQUISITION OF SECURITIES. Approval, pursuant to
SUBSECTION 18.3(A) above, of the acquisition of Securities shall be given in the
manner provided in this SECTION 18.4.

                      (a)  DETERMINATION OF SUITABILITY. The Investment
            Committee shall review such Securities as it deems appropriate in
            its sole discretion to determine the suitability of


                                       14
<PAGE>   15

            such Securities as potential investment opportunities for the
            Partnership. In making such determination with respect to each such
            Security, the Investment Committee and the members thereof shall:

                           (i)  CONTACT. Be the exclusive contact as between the
                  Partnership and the person or persons offering or presenting
                  the Security as a potential investment unless the Investment
                  Committee has specially appointed another person to so act;

                           (ii)  POTENTIAL. Consider the potential for capital
                  appreciation or income or both presented by the Security;

                           (iii)  RISK. Evaluate the potential liabilities or
                  losses presented by any credit or other obligations associated
                  with the Security or by the Security itself;

                           (iv)  SUITABILITY. Assess the Security's suitability
                  in terms of the Partnership's investment policies as
                  established from time to time;

                           (v)  ETHICS.  Ascertain whether investment in the
                  Security is inconsistent with the professional
                  responsibilities and interests of the Partners; and

                           (vi)  OTHER CONSIDERATIONS. Review the Security with
                  respect to any other matter deemed relevant by the Investment
                  Committee.

                      (b)  EFFECT OF SUITABILITY DETERMINATION. A determination
            by the Investment Committee of the suitability of a Security as an
            investment for the Partnership shall be conclusive and binding;
            provided, however, that the Investment Committee may, of its own
            accord, reevaluate any Security previously rejected by it. If the
            Investment Committee determines:

                           (i)  UNSUITABLE.  That a Security is not a suitable
                  investment, the Partnership shall not invest any of its
                  capital in or with respect to such Security; or

                           (ii)  SUITABLE. That a Security is a suitable
                  investment, it shall establish the maximum investment amount
                  for the Partnership and the Partners with respect to such
                  Security and notify the Partners of


                                       15
<PAGE>   16

                  such results in the manner provided in SUBSECTION (C) below.

                      (c)  NOTICE OF SUITABILITY. The notice given to each
            Partner of each suitable Security (the "Notice of Suitability")
            shall include the following:

                           (i)  DESCRIPTION. A description of the Security being
                  considered, including, when appropriate, the offering
                  memorandum or similar document received by the Investment
                  Committee.

                           (ii)  PARTNERSHIP'S INVESTMENT.  The maximum
                  investment that the Partnership will be allowed to make with
                  respect to such Security;

                           (iii)  PARTNER'S INVESTMENT. As to each Partner, the
                  maximum participation that such Partner will be allowed with
                  respect to such Security;

                           (iv)  PROCEDURE. The time period within which the
                  receiving Partner must respond to the Investment Committee
                  pursuant to SUBSECTION (D) below.

                      (d)  PARTNER RESPONSE.  Each Partner shall, within the
            time period specified in the Notice of Suitability:

                           (i)  INTEREST OF PARTNER.  Advise the Investment
                  Committee of whether such Partner is in favor of or opposes an
                  investment by the Partnership in such Security; and

                           (ii)  LEVEL OF PARTICIPATION. If in favor of an
                  investment in such Security, provide the Investment Committee
                  with a non-binding estimate of the amount such Partner would
                  be willing to contribute with respect to such Security, not to
                  exceed the maximum participation for such Partner provided in
                  the Notice of Suitability.

                      (e)  INVESTMENT DETERMINATION. After receipt of the
            Partner responses to a Notice of Suitability, the Investment
            Committee shall make a determination by majority vote of whether
            there is sufficient Partner interest in investing in the Security,
            which determination shall be binding and conclusive; provided,
            however, that the Investment Committee may, of its own accord,
            reevaluate any


                                       16
<PAGE>   17

            Security previously rejected by it. If the Investment Committee
            determines:

                           (i)  INSUFFICIENT PARTNER INTEREST.  That there is
                  not sufficient Partner interest in making such investment, it
                  shall so inform the Partners, and the Partnership shall not
                  invest any of its capital in or with respect to such Security;
                  or

                           (ii)  SUFFICIENT PARTNER INTEREST. That there is
                  sufficient Partner interest in making such investment, it
                  shall calculate the investment proposed to be made by the
                  Partnership in the Security and provide to the Partners who
                  responded in favor of investing in such Security a notice in
                  the form provided in SUBSECTION (F) below.

                      (f)  NOTICE OF INVESTMENT. The notice given to each
            Partner of the proposed investment by the Partnership in a Security
            (the "Notice of Investment") shall include the following:

                           (i)  CONTRIBUTION. The amount of the Additional
                  Contribution to Capital to be made by such Partner with
                  respect to such Security, not to exceed the amount estimated
                  by the Partner as the amount he or she would be willing to
                  contribute in response to the Notice of Intent, and the terms
                  and conditions of the Contribution; and

                           (ii)  PARTICIPATION. The anticipated level of
                  participation of the Partner with respect to such Security
                  upon such Additional Contribution to Capital.

                      (g)  APPROVAL OF INVESTMENT. Any Partner receiving a
            Notice of Intent must respond in the manner provided therein to
            participate in the proposed investment in the Security, including
            the timely payment of the Additional Contribution to Capital. Upon
            the receipt of the Additional Contributions to Capital of such
            Partners, the Investment Committee shall determine whether
            sufficient capital contributions have been made to meet the intended
            investment level anticipated by the Investment Committee. If the
            Investment Committee determines:

                           (i)  DISAPPROVAL. That there has not been a
                  sufficient Additional Contributions to Capital to make the
                  proposed investment, it shall determine whether or not to
                  resubmit consideration of the Security to the


                                       17
<PAGE>   18

                  Partners who have made Additional Contributions to Capital
                  with respect thereto in a manner similar to that provided in
                  SUBSECTION (F) above. If it determines not to so resubmit or
                  that the Security cannot or should not otherwise be acquired,
                  the Partnership shall not invest any of its capital in or with
                  respect to such Security and the Additional Contributions to
                  Capital shall be returned to the respective Partners who made
                  them; or

                           (ii)  APPROVAL. That there has been sufficient
                  Additional Contributions to Capital to make the proposed
                  investment and, by the unanimous consent of its members, that
                  the Security should be acquired, it shall approve and
                  authorize the acquisition of such Security pursuant to
                  SUBSECTION 18.3(B) above.

                  18.5. DISPOSITION OF SECURITIES. The disposition of Securities
shall be approved pursuant to SUBSECTION 18.3(A) above in the manner provided in
this SECTION 18.5.

                      (a)  EVALUATION OF PROPOSED DISPOSITION. The Investment
            Committee shall evaluate Securities held by the Partnership at the
            times and in the manner it deems appropriate in its sole discretion.
            If the Investment Committee proposes to dispose of a Security, it
            shall provide notice to the Partners of the proposed disposition,
            the material terms thereof and the manner in which each Partner may
            provide to the Investment Committee comments with respect to the
            proposed disposition.

                      (b)  APPROVAL OF DISPOSITION. The Investment Committee
            shall determine in its sole discretion whether to dispose of a
            Security taking into consideration the factors listed in SUBSECTION
            18.4(A) above, and the comments, if any, of the Partners with
            respect to the proposed disposition. If it determines by the
            unanimous consent of its members that the Security should be
            disposed of, it shall approve and authorize the disposition of such
            Security pursuant to SUBSECTION 18.3(B) above.

                      (c)  DISTRIBUTION OF PROCEEDS. Proceeds from the
            disposition of a Security shall be distributed in accordance with
            SECTION 20.4 BELOW.

                  18.6.  SERVICES OF INVESTMENT COMMITTEES. During the existence
of the Partnership, the Investment Committee shall devote such time and effort
to the Partnership business as may be necessary to promote adequately the
interests of the Partnership


                                       18
<PAGE>   19

and the mutual interests of the Partners; however, it is specifically understood
and agreed that the members of the Investment Committee shall not be required to
devote their full-time attention to Partnership business.

                  18.7.  LIABILITY OF MEMBERS OF THE INVESTMENT COMMITTEE;
INDEMNIFICATION. No member of the Investment Committee shall be liable,
responsible or accountable in damages or otherwise to the Partnership or the
Partners for any act or omission performed or omitted in good faith on behalf of
the Partnership and in a manner believed by the member to be within the scope of
the authority granted by this Agreement and in the best interests of the
Partnership if he or she shall not have been guilty of gross negligence or
willful misconduct with respect to such acts or omissions. Each member of the
Investment Committee shall be indemnified by the Partnership for any act
performed by him or her within the scope of the authority conferred upon him or
her by this Agreement; provided, however, such indemnity shall be payable only
if the member acted in good faith and in a manner he or she believed to be in,
or not opposed to, the best interests of the Partnership and the Partners. Any
indemnity under this SECTION 18.7 shall be paid from, and only to the extent of,
Partnership assets, and the Partners shall not have any personal liability on
account thereof.

                  19.  ADMISSION OF NEW PARTNERS.

                  19.1.  ADMISSION. Additional Partners may be admitted to the
Partnership by the Investment Committee on such terms and conditions as it shall
determine. The admission of any new Partners shall be subject to the condition
that each such new Partner shall execute a General Partner Execution Page
pursuant to which he or she agrees to be bound by the terms and provisions
hereof.

                  19.2.  CAPITAL CONTRIBUTIONS OF NEW PARTNERS. Each new Partner
shall have no economic interest in or to the assets of the Partnership unless
and until he or she makes an Additional Contribution to Capital pursuant to
SECTION 18.4 above, and then only as and to the extent represented by the Units
received pursuant to SECTION 7.3 above.

                  19.3.  CONTINUATION OF PARTNERSHIP.  Admission of a new
Partner shall not be cause for dissolution of the Partnership.

                  20.  NATURE OF PARTNERS' INTERESTS.

                  20.1.  PARTNER'S OWNERSHIP OF PARTNERSHIP PROPERTY. Each
Partner shall have and own during a Fiscal Period an


                                       19
<PAGE>   20

undivided interest in each Pool in which he or she has invested, equal to his or
her Unit Percentage therein for such Fiscal Period. No Partner shall have an
interest in and to specific Securities held by the Partnership, nor may any
Partner compel the distribution of any Security or an interest therein in kind.

                  20.2.  ASSIGNABILITY OF INTERESTS. Interests in the
Partnership are not assignable and any attempted or purported sale, exchange,
assignment, or other transfer shall be void.

                  20.3.  ASSIGNABILITY OF UNITS. A Partner may not sell, assign,
exchange, distribute, or otherwise transfer all or any portion of his or her
Units to any person, except to another Partner effective on the last day of a
Fiscal Period with the consent of the Investment Committee or to the
Partnership, pursuant to SECTION 20.4 below. Any other attempted assignment or
substitution shall be void. Any such sale by a Partner of all of his or her
Units shall not effect a transfer or assignment of his or her Partnership
Interest.

                  20.4.  PROCEDURE FOR SALE OR REDEMPTION. Except as provided in
ARTICLE 22 below, Units shall be sold or redeemed by the Partnership only
pursuant to this SECTION 20.4.

                      (a)  SALE OF UNITS. Any Partner desiring to sell all or a
            portion of his Units to another Partner must give at least sixty
            (60) days' prior notice of the proposed sale and the material terms
            thereof to the Investment Committee. The Investment Committee shall
            promptly notify all Partners proposing to buy or sell Units of a
            Pool of the material terms of such proposed transfers to attempt to
            establish uniformity in the valuation thereof. The Investment
            Committee shall reasonably determine whether to allow any such
            proposed sale to proceed, taking into consideration the effect of
            the proposed sale price on the allocation of Unrealized Gains and
            Unrealized Losses, and inform the affected Partners of its decision
            at least fifteen (15) days prior to the proposed sale date.

                      (b)  LIQUIDATION OF POOL. Upon the liquidation of all or
            part of the Securities in a given Pool, the Partnership shall
            purchase from each Partner holding Units in such Pool a number of
            Units in such Pool bearing the same ratio to the number of such
            Units as the liquidated Securities bore to the total value of the
            Pool. The purchase price for such Units shall be the Net Asset Value
            per Unit. There shall be no purchase of fractional Units. The
            purchase price shall be paid as promptly as is reasonably possible
            following the purchase date.


                                       20
<PAGE>   21

                      (c)  COMPLETE REDEMPTION OF PARTNER. A Partner may
            withdraw from the Partnership only with the consent of the
            Investment Committee, subject at all times to applicable securities
            laws and any other restrictions on the transactions described in
            this Subsection.

                           (i)  VALUATION. The price at which the Selling
                  Partner's Units will be redeemed, if any, shall be determined
                  by the mutual agreement of the Selling Partner and the
                  Investment Committee. If such parties are unable to reach such
                  agreement, the Selling Partner shall cease to be an Active
                  Partner and the Selling Partner's sole remedy shall be to
                  remain a Partner until the Pools in which he participates have
                  been liquidated and he has received his purchase price
                  pursuant to SUBSECTION (B) above.

                           (ii)  REDEMPTION DISTRIBUTION. Upon a Partner's
                  withdrawal, the Partnership shall, to the extent reasonably
                  practicable, distribute to the Partner cash or property or
                  both, as determined by the Investment Committee in its sole
                  discretion, having an aggregate value equal to the aggregate
                  value of the Units held by the withdrawing Partner. Such
                  distributions shall be given the effect described in ARTICLE
                  10 above relating to allocations of income, gain, deduction
                  and loss.

                           (iii)  INCOMPLETE DISTRIBUTION. To the extent the
                  Partnership cannot with reasonable practicality make such a
                  distribution, the withdrawing Partner shall retain an economic
                  interest in the Partnership until he or she has received full
                  value for his or her Units. Such withdrawing Partner shall
                  cease to be considered an Active Partner as of the effective
                  day of his or her withdrawal.

                      (d)  RETAINED INTEREST. Notwithstanding the provisions of
            SUBSECTIONS (B) AND (C) above, a Selling Partner shall, for purposes
            of ARTICLE 10 above, be considered to be participating in any Pool
            with respect to which he or she has sold or redeemed all of his or
            her Units until the balance in each of his or her capital accounts
            for such Pool, as adjusted in accordance with SECTION 9 above, has
            been reduced to zero to the extent provided therein and shall also
            be subject to the provisions of SUBSECTION 10.1(C) above as provided
            therein.


                                       21
<PAGE>   22

                      (e)  HARDSHIP SALES. Notwithstanding the foregoing
            provisions of this SECTION 20.4, the Investment Committee may allow
            sales or purchases of Units in cases of hardship on the terms and
            conditions determined by it in its sole discretion.

                  20.5.  AUTHORITY OF PARTNERS. Except as provided in ARTICLE 18
above with respect to Partners who are members of the Investment Committee, no
Partner shall have any authority to act for or on behalf of the Partnership.

                  21.  ABSOLUTE RESTRICTIONS ON TRANSFER. No transfer,
assignment or issuance of Units or any interest in the Partnership may be made
if, in the opinion of counsel for the Partnership, such transfer or assignment
would create a default under any material contract or agreement to which the
Partnership is a party, may result in the Partnership's being treated as an
association for federal income tax purposes, or would violate any applicable
federal or state securities laws.

                  22.  DISSOLUTION AND TERMINATION.

                  22.1.  EVENTS OF DISSOLUTION. The Partnership shall be
dissolved upon the withdrawal, termination, dissolution or bankruptcy of a
Partner unless, within the time specified in this Agreement, the remaining
Partners elect to continue the business of the Partnership and elect a successor
member to the Investment Committee, if necessary, pursuant to the terms and
conditions of this Agreement. Dissolution of the Partnership shall be effective
on the day on which the event occurs giving rise to the dissolution, but the
Partnership shall not terminate until the assets of the Partnership shall have
been distributed as provided herein. Notwithstanding the dissolution of the
Partnership, prior to the termination of the Partnership as aforesaid, the
business of the Partnership and the affairs of the Partners, as such, shall
continue to be governed by this Agreement. Upon dissolution, the Investment
Committee or, if there be none, a liquidator appointed by Partners representing
a majority by value of all of the Units in the Partnership shall liquidate the
assets of the Partnership, apply and distribute the proceeds thereof as
contemplated by this Agreement and cause the termination of the Partnership.

                  22.2. CONTINUATION OF THE PARTNERSHIP. Notwithstanding the
occurrence of an event specified in SECTION 22.1 above, the Partnership shall
not be dissolved and its business and affairs shall not be discontinued if the
remaining Partners elect to continue the Partnership and the Partnership
business. If the


                                       22
<PAGE>   23

Partners do not elect to continue the business, the Partnership shall be
dissolved and terminated.

                  22.3.  WINDING UP OF THE PARTNERSHIP. After payment from each
Pool of liabilities owing to its creditors, the Investment Committee or
liquidator shall set up such reserves for each Pool as he or she deems
reasonably necessary for any contingent or unforeseen liabilities or obligations
of such Pools. Said reserves may be paid over by the Investment Committee or
liquidator to a bank, to be held in escrow for the purpose of paying any such
contingent or unforeseen liabilities or obligations and, at the expiration of
such period as the Investment Committee or liquidator may deem advisable, such
reserves shall be distributed to the Partners or their assigns in the manner set
forth in SECTION 22.4 below.

                  22.4.  DISTRIBUTIONS UPON LIQUIDATION.

                      (a)  CASH DISTRIBUTION. After paying liabilities and
            providing for reserves in the manner described in SECTION 22.3,
            above, the Investment Committee or liquidator shall cause the
            remaining net assets of each Pool to be liquidated or distributed to
            the Partners holding Units in such Pool in proportion to their
            respective capital accounts with respect to such Pools. In the event
            that any part of such net assets consist of notes or accounts
            receivable or other non-cash assets, the Investment Committee or
            liquidator shall take whatever steps he or she deems appropriate to
            convert such assets into cash or into any other form which would
            facilitate the distribution thereof.

                      (b)  IN-KIND DISTRIBUTION. If any assets of a pool are to
            be distributed in kind, undivided interests as tenants in common in
            such assets shall be distributed to the Partners holding Units in
            such Pool in proportion to the capital accounts maintained with
            respect to such Pool.

                      (c)  NO RECOURSE. Each holder of Units shall look solely
            to the assets of the given Pool for all distributions from the
            Partnership and the return of his or her Capital Contribution
            thereto and shall have no recourse (upon dissolution or otherwise)
            against any other Pool, the Investment Committee, any Partner, or
            any of their affiliates.

                  23.  MISCELLANEOUS.

                  23.1.  SUCCESSORS AND ASSIGNS. Subject to the restrictions on
transfer set forth herein, this Agreement, and each and


                                       23
<PAGE>   24

every provision hereto, shall be binding upon and shall inure to the benefit of
the Partners, their respective successors and assigns, and each and every
successor-in-interest to any Partner, whether such successor acquires such
interest by way of gift, purchase, foreclosure, or by any other method, shall
hold such interest subject to all of the terms and provisions of this Agreement.

                  23.2.  POWER OF ATTORNEY. A Partner, by the execution of this
Agreement or any counterpart thereof, does hereby irrevocably constitute and
appoint the separate members of the Investment Committee and any person or
entity who becomes a substitute or additional member of the Investment
Committee, in each case with full power of substitution, his or her true and
lawful agent and attorney-in-fact, with full power and authority in his or her
name, place and stead, to make, execute, acknowledge, swear to, deliver, file
and record such documents and instruments as may be necessary or appropriate to
carry out the provisions of this Agreement, including, but not limited to, such
amendments to this Agreement, as amended from time to time, as are necessary to
effectuate the provisions of this Agreement, to admit a substituted or
additional Partner to the Partnership pursuant to ARTICLE 19 above, or to carry
out the purpose of this Agreement or comply with applicable law. The foregoing
power of attorney, being coupled with an interest, is hereby declared to be
irrevocable, and shall survive the death, dissolution or incapacity of any
Partner.

                  23.3.  ENTIRE AGREEMENT. This Agreement constitutes the full
and complete agreement of the parties hereto with respect to the subject matter
hereof.

                  23.4.  ARBITRATION.

                      (a)  GENERAL DISPUTES. Any dispute arising with respect
            to this Agreement, or the making or validity thereof, or its
            interpretation, or any breach thereof, shall be determined and
            settled by arbitration in the city of Milwaukee, Wisconsin, pursuant
            to the rules then obtaining of the American Arbitration Association,
            which shall be the sole and exclusive remedy for such disputes
            except as otherwise provided herein. Any award rendered shall be
            final and conclusive upon the parties and a judgment thereon may be
            entered in any court having jurisdiction.

                      (b)  VALUATION DISPUTES. Notwithstanding the foregoing and
            except as specifically provided to the contrary herein, disputes as
            to valuation shall be resolved by the mutual agreement of the
            Partner or Partners disputing


                                       24
<PAGE>   25

            the given valuation on the one hand and the Investment Committee on
            the other hand. In the absence of such agreement as to valuation,
            Partners to which such valuation is relevant are prohibited from
            engaging in any transaction to which such valuation was so relevant.

                  23.4.  APPLICABLE LAW. This Agreement and the rights and
obligations of the parties hereunder shall be governed by and interpreted,
construed and enforced in accordance with the laws of the State of Wisconsin.

                  23.5.  COUNTERPARTS. This Agreement may be executed in
counterparts, all of which shall constitute but one and the same Agreement. Any
General Partner Execution Page, as executed from time to time, is an integral
part of this Agreement and is incorporated herein by this reference.

                  IN WITNESS WHEREOF each Partner has executed this Agreement as
of the date of his or her respective Execution Page.


                                       25
<PAGE>   26


                                    EXHIBIT A

                         GENERAL PARTNER EXECUTION PAGE



         The undersigned, desiring to become a Partner of CGRM Investment
Partnership hereby agrees to all of the terms of the Partnership Agreement of
CGRM Investment Partnership and agrees to be bound by the terms and provisions
thereof, including specifically the power of attorney granted therein.

         Executed by the undersigned as a Partner of CGRM Investment
Partnership.

                                             Partner:

                                             -----------------------------------
                                             (Signature of Partner)

                                             -----------------------------------
                                             (Name of Partner - Print)

                                             -----------------------------------
                                             (Street Address)

                                             -----------------------------------
                                             (City)        (State)    (Zip Code)

                                             -----------------------------------
                                             (Taxpayer Identification or Social
                                             Security Number)


<PAGE>   27


                                    EXHIBIT B

                                   DEFINITIONS



                  For the purposes of the General Partnership Agreement of CGRM
Investment Partnership with respect to each separate Pool for any Fiscal Period,
the following terms shall have the meanings so provided:

                  "Active Partner" means any Partner other than a Partner who
         has sold or redeemed all of his or her Units and is considered a
         Partner solely for the purpose of eliminating remaining balances in his
         or her accounts, or a Partner that has requested redemption, but could
         not reach agreement with the Investment Committee as to valuation.

                  "Accrued Current Income" means the Current Income earned
         during the Fiscal Period by the Partnership as determined under the
         accrual method of accounting employing generally accepted accounting
         principles to the extent possible.

                  "Additional Contribution to Capital" means any contribution
         made to the capital of the Partnership pursuant to SECTION 18.4.

                  "Cash Current Income" means the Current Income received during
         such Fiscal Period by the Partnership as determined on the cash
         receipts and disbursements method of accounting as defined in Section
         1.451-1(a) of the Regulations.

                  "Code" means the Internal Revenue Code of 1986, as amended.

                  "Continuing Partners" shall mean the Partners who have not had
         all of their Units in a Pool purchased or redeemed as of the end of the
         current Fiscal Period for purposes of making the Secondary Priority
         Allocations as set forth in SUBSECTION 10.4(C).

                  "Current Income" means the aggregate gross income from all
         sources other than proceeds from the sale, exchange or other
         disposition of Securities.

                  "Current Income Account" means the account maintained pursuant
         to SECTION 8.1 for the purpose of allocating Current Income to the
         Partners.

                  "Fiscal Period" means, with respect to any given Pool, any
         period within a fiscal year of the Partnership beginning on January 1
         of each year and on the day on which Additional


<PAGE>   28

         Capital Contributions may be made pursuant to SECTION 18.4, and ending
         on the day immediately preceding the first day of the next Fiscal
         Period.

                  "Fiscal Period of Sale" means a Fiscal Period as of the last
         day of which a Partner sells all or a portion of his or her Units or
         the Partnership redeems all or a portion of a Partner's Units in
         accordance with ARTICLE 20.

                  "Gain Security" means any Security that has a market value
         greater than the Partnership's Tax Basis in such Security as of the end
         of a Fiscal Period.

                  "Gain Securities Appreciation" means the positive number
         determined as of the end of a Fiscal Period for a given Pool as the
         difference between (1) the aggregate fair market value of all Gain
         Securities that are held by that Pool at the end of the Fiscal Period
         and that are either still held in the next Fiscal Period or distributed
         in kind to a Partner or Partners as of the end of the Fiscal Period,
         and (2) the Partnership's aggregate Tax Basis in such Gain Securities.

                  "Income Type" means the separate categories of Current Income
         with respect to which any given Partner is or may be subjected to a tax
         treatment that is different than that imposed on other categories of
         Current Income, such as dividends, interest, U.S. Government interest,
         state and local government interest, and so forth, as determined by the
         Investment Committee pursuant to SECTION 8.1.

                  "Investment Committee" means the committee elected pursuant to
         SECTION 18.1 to manage the affairs of the Partnership.

                  "Investment Management Expenses" means all expenses, fees and
         costs for investment management, consulting or advisory services (other
         than Transaction Costs directly incurred by the Partnership), and all
         other costs and expenses relating to the Partnership or the Partners'
         investment therein.

                  "Loss Security" means any Security that has a market value
         less than the Partnership's Tax Basis in such Security as of the end of
         a Fiscal Period.

                  "Loss Securities Depreciation" means the negative number
         determined as of the end of a Fiscal Period for a given Pool as the
         difference between (1) the aggregate fair


                                       2
<PAGE>   29

         market value of all Loss Securities that are held by that Pool at the
         end of the Fiscal Period and that are either still held in the next
         Fiscal Period or distributed in kind to a Partner or Partners as of the
         end of the Fiscal Period, and (2) the Partnership's aggregate Tax Basis
         in such Loss Securities.

                  "Net Asset Value" means the amount of cash, aggregate fair
         market value of Securities and aggregate fair market value of any other
         assets held by the Pool being valued as of the end of the Fiscal
         Period, decreased by the amount of undistributed Cash Current Income
         received by such Pool in such Fiscal Period and in any prior Fiscal
         Period and decreased by the amount of aggregate liabilities of such
         Pool.

                  "Net Asset Value per Unit" as of the end of a Fiscal Period
         shall mean the Net Asset Value of a Pool's assets divided by the number
         of Units in such Pool outstanding as of the end of such Fiscal Period,
         including any Units being sold or redeemed as of such day.

                  "Partner" means each person who executes this Agreement as a
         partner pursuant to a General Partner Execution Page.

                  "Partnership" means the general partnership formed pursuant to
         and continued under the terms of this Agreement.

                  "Pool" means the separate investment pools established by the
         Investment Committee pursuant to SECTION 7.1.

                  "Priority Allocation" means any allocation under SUBSECTION
         10.4(B) OR (C) of Realized Gain and Realized Loss from a Pool,
         respectively, to the extent of the Redemption UGA and Redemption ULA,
         respectively, of Partners selling or redeeming all or a portion of
         their Units in such Pool.

                  "Realized Gain" means the aggregate gains from the sale,
         exchange, or other disposition of a Pool's property realized under the
         principles of the Code by the Partnership during the Fiscal Period,
         whether considered short-term or long-term capital gains and without
         offset for or netting with any Realized Losses.

                  "Realized Loss" means the aggregate losses from the sale,
         exchange, or other disposition of a Pool's property realized under the
         principles of the Code by the Partnership during the Fiscal Period,
         whether considered short-term


                                       3
<PAGE>   30

         or long-term capital losses and without offset for or netting with
         Realized Gains.

                  "Redemption UGA" means the account established for any Partner
         selling Units with respect to each given Fiscal Period of Sale, the
         balance of which account shall be equal to the balance (if any and
         whether positive or negative) in the Unrealized Gain Account for that
         Partner as of the end of the Fiscal Period of Sale multiplied by a
         ratio, the numerator of which is the number of Units in such Pool being
         sold from that Partner and the denominator of which is the number of
         Units owned by that Partner in such Pool prior to such sale.

                  "Redemption ULA" means the account established for any Partner
         selling Units with respect to each given Fiscal Period of Sale, the
         balance of which account shall be equal to the balance (if any and
         whether positive or negative) in the Unrealized Loss Account for that
         Partner as of the end of the Fiscal Period of Sale multiplied by a
         ratio, the numerator of which is the number of Units in such Pool being
         sold from that Partner and the denominator of which is the number of
         Units owned by that Partner in such Pool prior to such sale.

                  "Regulations" means the Treasury Regulations promulgated under
         and pursuant to the Code.

                  "Secondary Priority Allocation" means the allocation of
         Realized Gains and Realized Losses made pursuant to SUBSECTION 10.4(C)
         to eliminate any remaining Redemption UGA or Redemption ULA, as the
         case may be.

                  "Security" means real estate and personal property in whatever
         form or nature; business enterprises, corporations, partnerships and
         other business entities or any interest in the foregoing; cash, cash
         equivalents, mutual funds, and other investments; common or capital
         stocks, shares in investment trusts, funds or companies, preferred
         stocks, shares of beneficial interests, debt, bonds, notes, debentures,
         puts, calls, option contacts, warrants and rights to purchase
         securities, financial and stock index options and futures; trust
         receipts, commercial paper, obligations or other evidences of
         indebtedness issued by corporations, trusts, associations, domestic or
         foreign, or issued and guaranteed by the United States of America or
         any agency or instrumentality thereof, by any foreign country, by any
         state of the United States or by any political subdivision or agency or
         any state or foreign country, or "when-issued"


                                       4
<PAGE>   31

         contracts for any such type of securities; certificates of deposit,
         demand or time deposits, bills, acceptances, repurchase agreements,
         limited partnership interests and other obligations; causes in action,
         instruments or evidence of indebtedness commonly referred to as
         securities, whether readily marketable or not.

                  "Selling Partner" means any Partner selling Units in a Pool
         (to the Partnership or to another Partner) or redeeming his or her
         Partnership Interest.

                  "Tax Basis" means the adjusted basis of the Partnership in a
         Security as determined under the principles of the Code.

                  "Transaction Costs" means all commissions, transfer taxes and
         all other expenses properly chargeable on a transaction basis to sales,
         exchanges, purchases, redemptions or other acquisitions or dispositions
         of Securities.

                  "UG Adjustment" means an amount determined for each Pool in
         each Fiscal Period that is equal to the difference between (i) the sum
         of Gain Securities Appreciation of such Pool determined as of the end
         of such Fiscal Period plus the Realized Gain of such Pool for the
         Fiscal Period, and (ii) Gain Securities Appreciation of such Pool
         determined as of the end of the prior Fiscal Period less the Unrealized
         Appreciation on any Gain Securities distributed in kind to a Partner
         from such Pool as of the end of such prior Fiscal Period. The amount so
         determined may be positive or negative.

                  "UL Adjustment" means an amount determined for each Pool in
         each Fiscal Period that is equal to the difference between (i) the sum
         of Loss Securities Depreciation of such Pool determined as of the end
         of such Fiscal Period plus the Realized Loss of such Pool for the
         Fiscal Period, and (ii) Loss Securities Depreciation of such Pool
         determined as of the end of the prior Fiscal Period less the Unrealized
         Depreciation on any Loss Securities distributed in kind to a Partner
         from such Pool as of the end of such prior Fiscal Period. The amount so
         determined may be negative or positive.

                  "Unit" means the interest of a Partner in a given Pool as
         provided in SECTION 7.2.

                  "Unit Percentage" means that percentage that is determined for
         each Partner in each Pool for each Fiscal


                                       5
<PAGE>   32

         Period by dividing the number of Units owned by a Partner in that Pool
         as of the beginning of such Fiscal Period, including any new Units
         issued pursuant to SECTION 7.2 as of the first day of such Fiscal
         Period, divided by the total number of Units in such Pool outstanding
         as of the beginning of such Fiscal Period, including all new Units
         issued pursuant to SECTION 7.2 as of the first day of such Fiscal
         Period.

                  "Unrealized Appreciation" means, with respect to any Gain
         Security, the excess of the fair value of the Gain Security determined
         as of the end of the business day immediately preceding the event
         requiring calculation of Unrealized Appreciation over the Tax Basis of
         the Partnership in the Gain Security. The amount so determined will
         always be a positive number.

                  "Unrealized Depreciation" means, with respect to any Loss
         Security, the difference between the fair value of the Loss Security
         determined as of the end of the business day immediately preceding the
         event requiring calculation of Unrealized Depreciation and the Tax
         Basis of the Partnership in the Loss Security. The amount so determined
         will always be a negative number.

                  "Unrealized Gain Account" means the account maintained
         pursuant to SECTION 9.1 for the purpose of allocating gains to the
         Partners.

                  "Unrealized Loss Account" means the account maintained
         pursuant to SECTION 9.2 for the purpose of allocating losses to the
         Partners.


<PAGE>   33

                                    EXHIBIT A

                         GENERAL PARTNER EXECUTION PAGE



         The undersigned, desiring to become a Partner of CGRM Investment
Partnership hereby agrees to all of the terms of the Partnership Agreement of
CGRM Investment Partnership and agrees to be bound by the terms and provisions
thereof, including specifically the power of attorney granted therein.

         Executed by the undersigned as a Partner of CGRM Investment
Partnership.

                                             Partner:

                                             -----------------------------------
                                             (Signature of Partner)

                                             -----------------------------------
                                             (Name of Partner - Print)

                                             -----------------------------------
                                             (Street Address)

                                             -----------------------------------
                                             (City)        (State)    (Zip Code)

                                             -----------------------------------
                                             (Taxpayer Identification or Social
                                             Security Number)