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 Jul. 17, 1998]

Date: August 21, 1998
Time: 10:00 a.m.

DECLARATION OF ALEX J.
LUCHENITSER IN OPPOSITION
TO DEFENDANTS' MOTION TO
DISMISS AS MOOT

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 sent to the limited partners ("the Limited Partners") of Synthetic Industries, L.P. ("the Partnership") by the general partner ("the General Partner") of the Partnership on or about November 7, 1997. I obtained this document through the internet from EDGAR Online, which provides access to the EDGAR database of the Securities and Exchange Commission ("SEC").

2. Attached hereto as Exhibit B are true and correct copies of the pages of the docket sheet from Wininger, et al. v. SI Management L.P., et al., Delaware Court of Chancery Case No. 15538, Delaware Supreme Court Case No. 457, 1997 ("the Delaware action"), which describe the activity that occurred in the Delaware action between November 7, 1997 and May 14, 1998.

3. Attached hereto as Exhibit C are true and correct copies of correspondence sent by the General Partner to the Limited Partners on or about December 12, 1997, March 23, 1998, and May 14, 1998. I obtained the December 12, 1997 correspondence from EDGAR Online. I obtained the March 23, 1998 and May 14, 1998 correspondence from limited partners of the Partnership.

4. Attached hereto as Exhibit D are true and correct copies of pages 1-7 and 29-31 of the Joint Proxy Statement and Prospectus dated September 19, 1997 for the General Partner's "Plan of Withdrawal and Dissolution" ("the GP Plan"). I obtained this document from counsel for the defendants.

5. Attached hereto as Exhibit E is a true and correct copy of the form of proxy for the GP Plan sent to the Limited Partners on or about September 19, 1997. I obtained this document from counsel for the defendants.

6. Attached hereto as Exhibit F is a true and correct copy of a letter and form of proxy sent to the Limited Partners on or about September 26, 1997. I obtained these documents from EDGAR Online.

7. Attached hereto as Exhibit G is a true and correct copy of a letter and form of proxy sent to the Limited Partners on or about October 10, 1997. These documents were previous filed and authenticated in this action on October 15, 1997 as exhibits to the Declaration of Dwight E. Wininger.

8. Attached hereto as Exhibit H is a true and correct copy of a letter and form of proxy sent to the Limited Partners on or about October 17, 1997. I obtained these documents from EDGAR Online.

9. Attached hereto as Exhibit I is a true and correct copy of a letter sent to the Limited Partners by the General Partner on March 21, 1997. I obtained this document from plaintiff Wininger.

10. Attached hereto as Exhibit J is a true and correct copy of a press release issued by the defendants on June 9, 1997. I obtained this document through the internet.

11. Attached hereto as Exhibit K is a true and correct copy of the order issued by this Court in this action on August 4, 1997.

12. Attached hereto as Exhibit L is a true and correct copy of a proxy statement filed by plaintiff Wininger with the SEC on May 20, 1997.

13. Attached hereto as Exhibit M is a true and correct copy of a proxy statement filed by plaintiff Wininger with the SEC on June 25, 1997.

14. Attached hereto as Exhibit N is a true and correct copy of a letter filed by The Mills Law Firm with the SEC on October 31, 1997 and disseminated to the Limited Partners shortly thereafter.

15. Attached hereto as Exhibit O is an unexecuted copy of the standard retainer agreement generally utilized by The Mills Law Firm in relation to the Partnership.

16. Attached hereto as Exhibit P is a true and correct copy of page 27 of the transcript of the hearing that took place before this Court in this action on January 9, 1998.

17. Attached hereto as Exhibit Q is a true and correct copy of a revised preliminary proxy statement filed with the SEC by Limited Partner Charlene E. Sutherland on June 25, 1998.

18. Attached hereto as Exhibit R are true and correct copies of pages 24-26 of the "Amendment to Amended and Restated Partnership Agreement of Synthetic Industries L.P.," dated May 1987, and true and correct copies of pages 132-38 and 149-51 of the "Synthetic Industries L.P. Amended and Restated Limited Partnership Agreement," dated "as of November 11, 1986."

19. Attached hereto as Exhibit S is a true and correct copy of the Affidavit of Leonard Chill, filed on or about October 18, 1997 in the Delaware action.

20. Attached hereto as Exhibit T are true and correct copies of certain pages of the confidential offering memorandum originally used by the General Partner to sell units of limited partnership interest in the Partnership in 1987.

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

_________________________________________
Alex J. Luchenitser

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