UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA


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

                      Plaintiff,

           v.

SI MANAGEMENT L.P., a Limited
Partnership; SYNTHETIC MANAGEMENT, G.
P., a/k/a, SI MANAGEMENT G. P., a
General Partnership; LEONARD CHILL;
JON P. BECKMAN; W. WAYNE FREED; RALPH
KENNER; W. GARDNER WRIGHT; CHILL
INVESTMENTS, INC., a Delaware
corporation; BECKMAN INVESTMENTS,
INC., a Delaware corporation; FREED
INVESTMENTS, INC., a Delaware
corporation; KENNER INVESTMENTS, INC.,
a Delaware corporation; and WRIGHT
INVESTMENTS, INC., a Delaware
corporation,

                      Defendants.
___________________________________________

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Case No.: C-97-1622 CW

SUPPLEMENTAL
DECLARATION OF ALEX J.
LUCHENITSER IN SUPPORT
OF TEMPORARY
RESTRAINING ORDER AND
PRELIMINARY INJUNCTION

Date: TBD
Time: TBD


I, ALEX J. LUCHENITSER, DECLARE:

I am an attorney with The Mills Law Firm, counsel of record for plaintiff Dwight E. Wininger. I 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 U is a true and correct copy of a proxy solicitation from the defendants to the limited partners in Synthetic Industries, L.P., dated October 10, 1997. I obtained a true and correct copy of this proxy 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.

2. Attached hereto as Exhibit V is a true and correct copy of a registration statement filed by Synthetic Industries, Inc. on October 6, 1997. I obtained a true and correct copy of this registration statement from EDGAR Online.

3. Attached hereto as Exhibit W is a true and correct copy of a document which shows that the stock of Synthetic Industries, Inc. closed at $30 per shares on October 13, 1997. I obtained this document through the internet.

4. Attached hereto as Exhibit X is a true and correct copy of the Opening Brief in Support of Plaintiffs' Motion for a Preliminary Injunction, which brief was filed on October 13, 1997 in Wininger, et al. v. SI Management L.P., et al., Delaware Court of Chancery C.A. No. 15538NC ("the Delaware Action").

5. Attached hereto as Exhibit Y is a true and correct copy of the Affidavit of Joel S. Lawson III, which was filed in the Delaware Action on October 13, 1997. Plaintiffs intend to file an original affidavit as soon as practicable.

I declare under penalty of perjury that the foregoing is true and correct and that this Declaration was executed on October 14, 1997 at Greenbrae, California.

___________________________________
Alex J. Luchenitser

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