UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
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			:
THE INTIMATE BOOKSHOP, INC. 	:	 98 Civ. 5564  (WHP)
			:
	                             Plaintiff,	:
			:	DECLARATION OF MICHAEL
	-against-		:	A. EINHORN IN OPPOSITION TO
			:	DEFENDANTS' JOINT MOTION
BARNES & NOBLE, INC. et al.,	:	FOR SUMMARY JUDGMENT
			:
	                             Defendants.	:
			:
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MICHAEL A. EINHORN 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 an Adjunct Professor of Business at the Graduate School of Business at Fordham University and a principal in LECG, an economic consulting services firm, 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. as an expert witness in this matter.
3.	On August 1, 2001, I submitted an expert report setting forth my opinions in this matter, a true and correct copy of which is attached as Exhibit A and which is incorporated herein by reference as though fully set forth herein.
4.	The expert report includes my curriculum vitae, and an Appendix A, entitled "What a Substantially Higher Discount Enables Defendants to Provide, Which Plaintiff Cannot Afford with Its Lower Discount - All Assumptions of Fact Provided by Plaintiff's Attorney on 7/31/01".
5.	If called upon to do so, I could and would testify competently to the opinions set forth in my expert report incorporated herein.
Executed this ____ day of January, 2002, at New York, New York.

			_________________________________
				 Michael A. Einhorn