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

DATE: TBD
TIME: TBD

SUPPLEMENTAL
DECLARATION OF ALEX J.
LUCHENITSER IN SUPPORT
OF PLAINTIFFS'
SUPPLEMENTAL BRIEF RE
REDISSEMINATION OF
ADMITTEDLY FALSE AND
MISLEADING PROXY


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 1 is a true, correct, and complete copy of the document filed by the defendants in this case with the Securities and Exchange Commission ("SEC") on October 10, 1997. I obtained this document through the internet from the SEC's EDGAR database (http://www.sec.gov).

2. The October 10 filing contains the letter received by limited partners in Synthetic Industries, L.P. on or about October 14, 1997, but does not contain the Proxy or the Withdrawal Election Agreement that were enclosed with this letter.

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

_____________________________________
Alex J. Luchenitser

c:\WINWORD\SYN2\DECLAJL101597.DOC\PDL