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 ALEX J.
LUCHENITSER IN
OPPOSITION TO
APPLICATION OF WILLIAM
BODE TO APPEAR PRO HAC
VICE

DATE: TBD
TIME: TBD

The Honorable Claudia Wilken

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 A is a true and correct copy of a letter from Gary E. Schmitz, a limited partner in Synthetic Industries L.P., to William Bode, dated December 9, 1997.

2. Attached hereto as Exhibit B is a true and correct copy of a letter from William H. Bode to Robert W. Mills of The Mills Law Firm, dated December 1, 1997. The letter states, "Your letters to limited partners state that you represent approximately 22 % of the limited partners in the litigation in Delaware and California."

3. Prior to sending out his solicitation letter of November 26, 1997, neither William Bode nor anyone else at his firm of Bode & Beckman asked me or anyone else at The Mills Law Firm for the names of the limited partners represented by The Mills Law Firm. The first time Mr. Bode or his firm made such an inquiry was in a letter to Robert W. Mills dated December 29, 1997, a true and correct copy of which is attached hereto as Exhibit C.

4. Attached hereto as Exhibit D are true and correct copies of certain pages from the confidential offering memorandum the General Partner distributed to the Limited Partners when selling units in the Partnership in 1987.

5. Attached hereto as Exhibit E are true and correct copies of certain pages from the marketing materials distributed by the General Partner to brokers and investment advisors when selling units in the Partnership in 1987.

6. Defendants' Proxy Statement, at page 29, states that once the Limited Partners receive their priority return, the General Partner will be entitled to 100 percent of all distributions by the Partnership until the ratio of the General Partner's and Limited Partners' capital accounts reaches 30:70, after which the General Partner will be entitled to only 30 percent of distributions. I have calculated that, if this false representation were true, the General Partner would be entitled to 100 percent of distributions after the priority return was reached until the General Partner received approximately $30 million. Due to shortness of time, I do not have an opportunity to set forth the details of this calculation here, but will be happy to provide such details upon request of the Court.

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

_____________________________
Alex J. Luchenitser

C:/winword/docs/syn2/declopp.doc.pdl