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; WRIGHT
INVESTMENTS, INC., a Delaware corporation; and
SYNTHETIC INDUSTRIES, INC., a Delaware
corporation,

                      Defendants.
_____________________________________________

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Case No.: C-97-1622 CW
[filed Jan. 7, 1998]

DECLARATION OF
CHARLENE E. SUTHERLAND
IN OPPOSITION TO
APPLICATION OF WILIAM
BODE TO APPEAR PRO HAC
VICE

DATE: TBD
TIME: TBD

The Honorable Claudia Wilken

I, CHARLENE E. SUTHERLAND, DECLARE:

If called upon, I could and would competently testify to the following:

1. I am a limited partner in Synthetic Industries, L.P. I am seeking to intervene in the above-captioned action, as set forth in more detail in papers filed with the Court on October 15, 1997 and December 4, 1997.

2. I am represented in the above-captioned action by Therese M. Stewart, Esq., a member of the State Bar of California. My name appeared on the first page of the papers filed with the Court on October 15, 1997 and December 4, 1997.

3. Attached hereto as Exhibit A is a true and correct copy of a letter sent to me, in an envelope addressed to me, by the law firm of Bode & Beckman on or about November 26, 1997. The envelope the letter came in did not have the words "Advertisement," "Newsletter," or other words of similar import on the outside thereof.

4. Another copy of the November 26 letter from Bode & Beckman was sent to my husband, John K. Sutherland. Attached hereto as Exhibit B is a true and correct copy of the envelope, as it appeared when it was received, in which the letter to my husband arrived. This envelope does not have the words "Advertisement," "Newsletter," or other words of similar import on it.

I declare under penalty of perjury that the foregoing is true and correct and that this Declaration was executed on January __, 1998 at _________________________________.

__________________________________
Charlene E. Sutherland

C:/winword/doc/syn2/sutherland.dec.doc/pdl