I, ALEX J. LUCHENITSER, DECLARE:

I am an attorney with The Mills Law Firm, counsel of record for plaintiff Dwight E. Wininger. I am have been admitted to practice before this court and if called upon could and would competently testify to the following:

1. Attached hereto as Exhibit A is a true and correct copy of a letter from defense counsel John K. Kim to plaintiff's counsel, dated September 19, 1997. The letter states, "enclosed is a set of the proxy materials mailed on this date to the limited partners of Synthetic Industries, L.P."

2. True and correct copies of the proxy materials enclosed with the letter from Mr. Kim ("the Definitive Solicitation Materials") are attached hereto as Exhibits B through I, and are arranged in the order they were in when they were mailed out.

3. Exhibit B is a true and correct copy of the cover letter to the Definitive Solicitation Materials, which is dated September 19, 1997.

4. Exhibit C is a true and correct copy of the "Proxy Relating to the Plan of Withdrawal and Dissolution of Synthetic Industries L.P." ("the Proxy").

5. Exhibit D is a true and correct copy of the "Withdrawal Election Agreement Relating to the Plan of Withdrawal and Dissolution of Synthetic Industries, L.P." ("the Withdrawal Election Agreement").

6. Exhibits E through I are bound together as one document in the Definitive Solicitation Materials, but are divided into separate exhibits here for the convenience of the Court. Collectively, Exhibits E through I are referred to as the "Proxy Statement."

7. Exhibit E is a true and correct copy of a three-page cover letter on the top of the Proxy Statement and is dated September 19, 1997.

8. Exhibit F is a true and correct copy of a "Notice of Special Meeting of Partners to be Held Friday, October 24, 1997," and is dated September 19, 1997.

9. Exhibit G is a true and correct copy of a "Joint Proxy Statement and Prospectus," which is dated September 19, 1997.

10. Exhibit H is a true and correct copy of an "Agreement and Plan of Withdrawal and Dissolution" between Synthetic Industries, Inc., Synthetic Industries, L.P., and SI Management L.P., and is an appendix in the Proxy Statement.

11. Exhibit I is a true and correct copy of a "procedural fairness opinion" by Patricof & Co. dated August 28, 1997, and a supplement to that opinion dated September 16, 1997, which appear in an appendix in the Proxy Statement.

12. Attached hereto as Exhibit J is a true and correct copy of a September 26, 1997 post-effective amendment ("the Additional Solicitation") to the registration statement that contained the Definitive Solicitation Materials. The Additional Solicitation contains a cover letter dated September 26, 1997 ("the Cover Letter"), a revised proxy ("the Revised Proxy"), and a revised Withdrawal Election Agreement ("the Revised Withdrawal Election Agreement"). I obtained a true and correct copy of the Additional Solicitation through the internet from EDGAR Online (http://www.edgar-online.com), which provides access to documents that are electronically filed with the Securities and Exchange Commission.

13. Attached hereto as Exhibit K is a true and correct copy of a letter from Leonard Chill and SI Management L.P. to the limited partners in Synthetic Industries, L.P., which is dated August 2, 1996.

14. Attached hereto as Exhibit L is a true and correct copy of section 7(i) of the partnership agreement of Synthetic Industries L.P. ("the Partnership Agreement"), which section was attached to the August 2, 1996 letter from Leonard Chill and SI Management L.P.

15. Attached hereto as Exhibit M is a true and correct copy of section 12(d) of the Partnership Agreement, which section was attached to the August 2, 1996 letter from Leonard Chill and SI Management L.P.

16. Attached hereto as Exhibit N are true and correct copies of the pages from the Partnership Agreement which contain sections 7(g) and 12(h)(ii) of the Partnership Agreement. A complete copy of the Partnership Agreement was previously filed with the Court on May 22, 1997 as Exhibit F to the Declaration of Alex J. Luchenitser in Support of Motion for Preliminary Injunction.

17. Attached hereto as Exhibit O is a true and correct copy of a letter from Robert W. Mills to Leonard Chill and SI Management L.P., which is dated August 28, 1996.

18. Attached hereto as Exhibit P is a true and correct copy of a letter from Leonard Chill and SI Management L.P. to the limited partners of Synthetic Industries, L.P., which is dated September 10, 1996.

19. Attached hereto as Exhibit Q is a true and correct copy of a letter from Leonard Chill and SI Management G.P. to the limited partners of Synthetic Industries, L.P., which is dated March 21, 1997.

20. Attached hereto as Exhibit R is a true and correct copy of the order issued by this Court on August 4, 1997.

21. Attached hereto as Exhibit S is a true and correct copy of pages 4 and 5 of defendants' Memorandum of Points and Authorities in Opposition to Plaintiff Wininger's Motion for a Preliminary Injunction, which was filed with this Court on or about July 3, 1997.

22. Attached hereto as Exhibit T is a true and correct copy of a letter dated September 30, 1997, which I sent to Bruce D. Angiolillo and John K. Kim giving defense counsel advance notice of the motion this declaration supports.

I declare under penalty of perjury that the foregoing is true and correct and that this Declaration was executed on October 1, 1997 at Greenbrae, California.

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