UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
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			:
THE INTIMATE BOOKSHOP, INC. 	:	 98 Civ. 5564  (WHP)
			:
	                             Plaintiff,	:
			:
	-against-		:
			:
BARNES & NOBLE, INC.;		:
BARNESANDNOBLE.COM INC.;	:
BORDERS GROUP, INC.; BORDERS, INC.;  and	:
WALDEN ACQUISITION COMPANY; 	:
			:
	                             Defendants.	:
			:
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DECLARATION OF CHARLES B. KURALT IN OPPOSITION
TO DEFENDANTS' SUMMARY JUDGMENT MOTION


CHARLES B. KURALT 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 a son of Wallace and Brenda Kuralt, principals of The Intimate Bookshop, Inc. ("Intimate"), am fully familiar with the facts stated herein, and make this declaration (at the request of my parents' attorney) in opposition to defendants' summary judgment motions.

2. I am 26 years old and have lived my entire life in Chapel Hill, NC.

3. I have worked at all of Intimate's bookstores during the 1990's and earlier, and became familiar with a good number of Intimate's customers while Intimate's stores were open.

4. After my parents started closing the individual Intimate bookstores, various persons I knew (and some I did not know), numbering about 25 in all, came up to me at different times and said in substance that they were sorry about the bookstore closing(s), that they had been buying from Intimate and Barnes & Noble superstores before the Intimate closing(s), and that the reason they did this was that Barnes & Noble had a greater selection of books, lower prices, a coffee shop and snack bar, and that they could sit there and read the books, and put them back on the shelf without paying for them.

5.	Most of them said that wished that Intimate would come back into business.

6.	Some of these 25 persons included a person who drives a Mercedes Benz who lives in Governor's Club, Chatham County NC; a woman who lived off of Fayetteville Rd in Durham (who I had seen in the University Mall bookstore (which location was later taken over by Waldenbooks); an elderly woman who lived in Foxcroft apartments, in Chapel Hill (about 58-59 years old); elderly gentleman who lived off Legion Road, Chapel Hill (right around the corner from the Eastgate store); woman in a Volvo who lived in Carrboro NC (who remembered going to the Franklin St. Store); and a woman who drives a Jaguar who lives on Hannah Street, Carrboro (who remembers going to both locations in Chapel Hill waiting for her order of books to come in).


Executed this 17th day of January, 2002, at Carrboro, North Carolina.


 			________________________________
 				Charles B. Kuralt