To defendants SI Management L.P., et al. and their attorneys of record: NOTICE IS HEREBY GIVEN that plaintiff Dwight E. Wininger hereby moves ex parte, pursuant to Civil L.R. 7-11, to amend and supplement the pending complaint. The instant motion is based on this Motion, the proposed First Amended and Supplemental Complaint attached as Exhibit 1 hereto, and the Declaration of Alex J. Luchenitser in Support of TRO and Preliminary Injunction ("Luchenitser Decl."), which was filed contemporaneously.

Plaintiff moves for leave of court to amend and supplement his complaint.

Plaintiff moves ex parte, pursuant to Civil L.R. 7-11, for leave of court to amend and supplement his complaint under Fed. R. Civ. P. 15(a) and 15(d). Attached hereto as Exhibit 1 is a copy of the proposed First Amended and Supplemental Complaint.

Plaintiff filed his complaint on May 1, 1997. The original complaint alleged that defendants violated the federal securities laws by advocating in favor of a proposed "Plan of Withdrawal and Dissolution for the Partnership" ("the Proposed Plan"), in a March 21, 1997 letter, before disseminating a proxy statement.

On September 19, 1997, defendants mailed out definitive solicitation materials ("the Definitive Solicitation Materials"), which included a proxy statement, relating to the Proposed Plan. Luchenitser Decl., Ex. A through I. One week later, on September 26, 1997, defendants mailed out an additional solicitation ("the Additional Solicitation") relating to the Proposed Plan. Luchenitser Decl., Ex. J. Defendants intend to hold a special meeting where a vote would be taken on the Proposed Plan on October 24, 1997. Luchenitser Decl., Ex. F.

The Definitive Solicitation Materials and the Additional Solicitation contain numerous false and misleading statements, fail to disclose many material facts, and violate the securities laws in other ways. At the same time as this motion was filed, plaintiff also filed a Motion for a Temporary Restraining Order and a Preliminary Injunction to remedy the securities violations committed by defendants in connection with the Definitive Solicitation Materials and the Additional Solicitation.

The proposed First Amended and Supplemental Complaint describes in detail the numerous ways in which the defendants have violated the federal securities laws in connection with their September 19, 1997 and September 26, 1997 solicitations. The proposed First Amended and Supplemental Complaint also adds claims of securities violations relating to a press release the defendants issued on June 9, 1997 and a quarterly report the defendants issued on August 14, 1997. In addition, the proposed First Amended and Supplemental Complaint also adds Synthetic Industries, Inc. as a defendant, pursuant to Fed. R. Civ. P. 15(a), 15(d), and 20(a). Furthermore, the proposed First Amended and Supplemental Complaint also makes certain minor, technical changes to the original complaint.

Rule 15(a) states that leave to amend "shall be freely given when justice so requires." This rule provides for a "liberal amendment policy." United States ex rel. McCoy v. California Medical Review, Inc., 723 F. Supp. 1363, 1366 (N.D. Cal. 1989). No reason exists to deny leave to amend and supplement in this case, as all of plaintiff's additional claims are based on events which occurred after the filing of the original complaint. For the foregoing reasons, plaintiff Dwight E. Wininger respectfully requests that this motion be granted.

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