Gilmur R. Murray, Esq. (#111856)
Derek G. Howard, Esq. (#118082)
Alex J. Luchenitser, Esq. (#177367)
THE MILLS LAW FIRM
300 Drakešs Landing, Suite 155
Greenbrae, California 94904
Telephone: (415) 464-4770

Attorneys for Plaintiff Dwight E. Wininger
On Behalf of Himself and All Others Similarly Situated

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. On October 8, 1997, plaintiff caused defendants to be served with Plaintiff's First Set of Rule 33 Interrogatories to Defendant SI Management L.P., a true and correct copy of which is attached hereto as Exhibit A, and Plaintiff's First Set of Rule 34 Requests for Production of Documents, a true and correct copy of which is attached hereto as Exhibit B. On the same date, plaintiff caused defendants to be served with the Notice of Deposition of Leonard Chill, a true and correct copy of which is attached hereto as Exhibit Y, and the Notice of Deposition of William Gardner Wright, Jr., a true and correct copy of which is attached hereto as Exhibit Z. (Mr. Chill and Mr. Wright are among the defendants in this action.)

2. Defendants refused to respond to the interrogatories and requests for production or to produce the noticed deponents. Defendants claimed that the Court, the Honorable Claudia Wilken presiding, had ordered discovery to be stayed at a hearing which took place on September 5, 1997. A true and correct copy of the transcript of that hearing is attached hereto as Exhibit S. Plaintiff's position is that Judge Wilken did not order discovery to be stayed at this hearing, and that the only limit on discovery resulting from that hearing was an agreement by the parties to stay discovery until the defendants mailed out the proxy statement relating to the proposed "Plan of Withdrawal and Dissolution for Synthetic Industries, L.P." ("the Proposed Plan"). A true and correct copy of the first 12 pages of this proxy statement, which was mailed out on September 19, 1997, is attached hereto as Exhibit L.

3. At a January 9, 1998 hearing, Judge Wilken made clear that discovery was not stayed and may proceed. A true and correct copy of pages 56 and 66-69 of the transcript of that hearing is attached hereto as Exhibit C. At this hearing, Judge Wilken also suggested that plaintiff identify specific items of discovery in exchange for which plaintiff would be willing to defer taking other discovery until later.

4. Attached hereto as Exhibits D and E are true and correct copies of two letters from me to defense counsel, dated January 29, 1998 and February 5, 1998, respectively. In these letters, plaintiff offered to defer other discovery requests if defendants complied with certain specified discovery requests.

5. Attached hereto as Exhibit F is a true and correct copy of a letter from defense counsel John Kim to me, dated February 5, 1998. Attached hereto as Exhibit G is a true and correct copy of "Defendants' Response to Plaintiff's First Set of Interrogatories and Document Requests." In the February 5 letter and "Response," defendants refused to provide any discovery and took the position that they "object to the commencement of discovery at this time."

6. On February 13, 1998, I conferred with Mr. Kim by telephone about the defendants' failure to respond to the outstanding discovery requests. Mr. Kim stated that he would contact his clients regarding the discovery requests and get back to me on February 17, 1998. However, Mr. Kim did not get back to me. On February 19, 1998, I sent Mr. Kim another letter regarding defendants' failure to respond to the outstanding discovery requests. A true and correct copy of this letter is attached hereto as Exhibit H.

7. In response, on February 20, 1998, Mr. Kim sent me a letter reaffirming defendants' refusal to provide discovery. A true and correct copy of this letter is attached hereto as Exhibit I.

8. I then sent a letter to defense counsel by telecopy. A true and correct copy of this letter, which is dated February 20, 1998 (a Friday), is attached hereto as Exhibit J. In this letter, I notified defense counsel that plaintiff intended to file an expedited motion to compel on or after the following Wednesday. In this letter, I offered to meet and confer with defense counsel by telephone on Monday, February 23 or Tuesday, February 24.

9. I conferred with Mr. Kim by telephone on Tuesday, February 24. Mr. Kim reaffirmed the positions taken by defendants in their letters of February 5 and February 20 and in their February 5 "Response." As a result, the conference could not resolve the parties' dispute.

10. Attached hereto as Exhibit K is a true and correct copy of plaintiff's First Amended and Supplemental Complaint, which was filed effective as of December 5, 1997 by stipulation.

11. Attached hereto as Exhibit M is a true and correct copy of a letter dated November 11, 1997 from defense counsel to Judge Wilken, in which defendants claimed that the Proposed Plan was approved by 70 percent in interest of the limited partners in Synthetic Industries, L.P.

12. Attached hereto as Exhibit N is a true and correct copy of an order by Judge Wilken, filed on November 6, 1997, which granted a temporary restraining order against implementation of the Proposed Plan.

13. Attached hereto as Exhibit O is a true and correct copy of the operative complaint in the action filed in the Delaware Court of Chancery entitled Wininger, et al. v. SI Management L.P., et al. (C.A. No. 15538NC) ("the Delaware Action").

14. Attached hereto as Exhibit P is a true and correct copy of an order issued by the Delaware Court of Chancery, on October 27, 1997, granting a preliminary injunction against implementation of the Proposed Plan.

15. Attached hereto as Exhibit Q is a true and correct copy of an order by the Delaware Supreme Court, dated November 7, 1997, granting a petition by the defendants for interlocutory review of the Delaware Chancery Court's issuance of the preliminary injunction.

16. Attached hereto as Exhibit R is a true and correct copy of a December 11, 1997 letter from the Delaware Supreme Court to counsel for the parties requesting supplemental briefing relating to defendants' appeal of the preliminary injunction issued by the Delaware Chancery Court. The supplemental briefing requested by this letter was completed by January 5, 1998. The Delaware Supreme Court has not yet decided the appeal.

17. Attached hereto as Exhibit T is a true and correct copy of a letter from me to defense counsel, dated September 15, 1997.

18. Attached hereto as Exhibit U is a true and correct copy of a letter from defense counsel Kim to me, dated September 17, 1997.

19. Attached hereto as Exhibit V is a true and correct copy of page 8 of the transcript of a hearing which took place before Judge Wilken on February 6, 1998, in which Judge Wilken indicated that she would rule quickly on the preliminary injunction motion pending before her if the Delaware Supreme Court reverses the Delaware Chancery Court's issuance of a preliminary injunction.

20. Attached hereto as Exhibit W is a true and correct copy of "Plaintiff's First Request for Production of Documents Directed to Defendants" in the Delaware Action, dated October 1, 1997.

21. Attached hereto as Exhibit X is a true and correct copy of a "Notice of Depositions" from the Delaware Action, dated October 1, 1997.

22. Attached hereto as Exhibit AA is a true and correct copy of the Notice of Deposition of SI Management L.P., served by plaintiff on February 19, 1998, which requests that defendant SI Management L.P. produce a deponent to testify on topics different from those set forth in the "Notice of Depositions" from the Delaware Action.

23. Attached hereto as Exhibit BB is a true and correct copy of Plaintiff's Second Set of Rule 33 Interrogatories to Defendants SI Management L.P., which plaintiff served on February 13, 1998.

24. Attached hereto as Exhibit CC is a true and correct copy of Defendants' Answer to Plaintiff's First Amended and Supplemental Complaint, dated January 4, 1998.

25. Attached hereto as Exhibit DD is a true and correct copy of a January 15, 1998 order by Judge Wilken referring this case to United States Magistrate Judge Bernard Zimmerman for a settlement conference.

26. Attached hereto as Exhibit EE is a true and correct copy of a January 27, 1998 order by Judge Zimmerman setting a settlement conference for June 9, 1998.

27. Attached hereto as Exhibit FF is a true and correct copy of a proposed order stipulated to by the parties on or about October 1, 1997, in which plaintiff was required to submit an opening brief on his motion for a preliminary injunction in the Delaware Action by October 13, 1997 and to conduct discovery on an expedited basis consistent with that briefing schedule.

28. Attached hereto as Exhibit GG is a true and correct copy of Plaintiff's Second Set of Rule 34 Requests for Production of Documents, which plaintiff sent to defendants by telecopy on February 25, 1998.

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

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