DWIGHT E. WININGER, On Behalf of Himself and
All Others Similarly Situated,

                 Plaintiff,

           v.

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Case No.: C-97-1622 CW

PLAINTIFFS' STATEMENT OF
UNDISPUTED MATERIAL FACTS
IN SUPPORT OF MOTION FOR
PARTIAL SUMMARY JUDGMENT

Date: October 24, 1997
Time: 10:30 a.m.

1. Plaintiff Dwight E. Wininger is a limited partner in Synthetic Industries, L.P. ("the Partnership").

1. Ex. H, ¶ 1.¹

2. The Partnership's sole asset is two-thirds of the stock of Synthetic Industries, Inc. ("the Company).

2. Ex. M, p. 3, ¶ 24.

3. The sole general partner of the Partnership is SI Management L.P.

3. Ex. D at 46.

4. The sole general partner of SI Management L.P. is Synthetic Management G.P.

4. Ex. D at 46.

5. The general partners of Synthetic Management G.P. are Chill Investments, Inc., Kenner Investments, Inc., Wright Investments, Inc., Freed Investments, Inc., and Beckman Investments, Inc.

5. Ex. D at 46.

6. Leonard Chill wholly owns and controls Chill Investments, Inc. Ralph Kenner wholly owns and controls Kenner Investments, Inc. W. Gardner Wright wholly owns and controls Wright Investments, Inc. W. Wayne Freed wholly owns and controls Freed Investments, Inc. John Beckman wholly owns and controls Beckman Investments, Inc.

6. Ex. D at 46.

7. Leonard Chill is president, chief executive officer, and a director of the Company.

7. Ex. D at 38.

8. Ralph Kenner, W. Gardner Wright, and W. Wayne Freed are executive officers with the Company.

8. Ex. D at 38.

9. Jon Beckman receives $125,000 per year from the Company through a "consulting agreement" with the Company.

9. Ex. D at 46.

10. On June 9, 1997, the Company filed a registration statement with the Securities and Exchange Commission ("SEC") which describes a proposed "Plan of Withdrawal and Dissolution for the Partnership" (the "Proposed Plan").

10. Ex. G

11. The registration statement which was filed by the Company on June 9, 1997 was subsequently amended on August 8, 1997, August 28, 1997, September 17, 1997 and September 18, 1997.

11. Ex. E, Ex. F, Ex. P, Ex. Q.

12. Under the Proposed Plan, all of the Partnership's stock in the Company either would be sold in an underwritten public offering or would be distributed directly to the Partnership's limited partners ("the Limited Partners").

12. Ex. E at 10-12.

13. On or about March 21, 1997, Synthetic Management G.P. sent a letter ("the March 21 Letter"), which was signed by defendant Chill, to the Limited Partners.

13. Ex. A

14. The March 21 Letter made the following statement about the Proposed Plan: "[T]he Plan has been designed to provide fair and equitable treatment of all our Limited Partners."

14. Ex. A at 3.

15. The March 21 Letter made the following statement about the Proposed Plan: "The various terms of the Plan are intended to distribute the Partnership's assets to you in a manner that is in all of your best interests. We will not conduct a stock offering at a price that, at the time, does not represent fair value for the shares."

15. Ex. A at 2.

16. The March 21 Letter made the following statement about the Proposed Plan: "We have more than 1800 limited partners with a wide variety of investment goals and objectives. We believe the Plan will satisfy these diverse needs in a fair, equitable, and tax efficient manner."

16. Ex. A at 1.

17. The March 21 Letter made the following statement about the Proposed Plan: "[T]he Plan will provide that the General Partner will receive only amounts to which it is clearly entitled under the Partnership Agreement and the General Partner will not receive any fees or other compensation for carrying out the Plan."

17. Ex. A at 2.

18. On June 9, 1997, the Company issued a press release ("the Press Release"), which made the following statements about the Proposed Plan:

(a) "Leonard Chill, President and Chief Executive Officer of Synthetic Industries, Inc., commented, 'With this plan, we are delivering on our promise to enhance liquidity for limited partners in our majority shareholder, while increasing the public float for common shareholders in a non-dilutive manner.'"

(b) "The filing was made pursuant to a proposed plan of Synthetic Industries, L.P. to provide liquidity for holders of its limited partnership units by offering limited partners the opportunity to receive over time the shares of Synthetic Industries, Inc. common stock that underlie their partnership units."

18. Ex. B

19. On August 14, 1997, the Partnership filed a Form 10-Q quarterly report with the SEC ("the 10-Q").

19. Ex. C

20. The 10-Q was signed by defendants SI Management L.P., Synthetic Management G.P., Chill Investments, Inc., and Leonard Chill.

20. Ex. C at 16.

21. The 10-Q makes the following statement about the Proposed Plan:

Under the proposed Plan, the limited partners would be given the opportunity to choose between selling some of all of their investment for cash based upon a value determined by the public markets in an orderly underwritten public offering or continuing to hold some or all of their investment in the Company's business by means of freely tradeable shares of common stock following the distribution.

21. Ex. C at 15.

22. The March 21 Letter and the Press Release fail to discuss any possible disadvantages of the Proposed Plan.

22. Ex. A, Ex. B.

23. The March 21 Letter and the Press Release fail to disclose the identities of the individuals who control the Partnership and the Company or how these individuals stand to benefit from the Proposed Plan.

23. Ex. A, Ex. B.

Dated: September 19, 1997

THE MILLS LAW FIRM


By: _____________________________
      Alex J. Luchenitser
      Attorneys for Plaintiff