UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
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                                    		:
THE INTIMATE BOOKSHOP, INC. 				:	 98 Civ. 5564  (WHP)
 								:
                             Plaintiff,		:	DECLARATION OF BRUCE
								:	KARDON IN OPPOSITION TO
	-against-						:	DEFENDANTS' JOINT
								:	SUMMARY JUDGMENT MOTION
BARNES & NOBLE, INC., et al.,				:
								:
	                       Defendants.		:
								:
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BRUCE KARDON hereby declares, pursuant to the penalties of perjury under 28 U.S.C. Section 1746, that the following statements are true and correct:

1.	I am the president of The Kardon Corp., a firm which conducts surveys, am fully familiar with the facts stated herein, and make this declaration in opposition to defendants' joint motion for summary judgment.
2.	I have been retained by The Intimate Bookshop, Inc. to conduct a survey for use in this matter, and as an expert witness in this matter.
3.	I designed and supervised the conduct of the survey, correlated the results, and prepared my expert report stating the results of said survey, including the responses by the 103 persons surveyed and the conclusions I reached thereon.
4.	On July 31, 2001, I submitted my expert report, and on September 22, 2001 (in response to defendants' deposition of me) I made several changes to my 7/31/01 expert report (my "expert report") setting forth my opinions in this matter; a true and correct copy of the expert report is attached as Exhibit A and is incorporated herein by reference as though fully set forth herein.
5.	The expert report includes a resume of my firm, including a resume for myself.
6.	If called upon to do so, I could and would testify (i) competently to the opinions set forth in my expert report incorporated herein, and (ii) as to the facts set forth in my expert report.
Executed this ____ day of January, 2002, at Clemmons, North Carolina.



		 			_________________________________
 				                Bruce Kardon