UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
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                                    		:
THE INTIMATE BOOKSHOP, INC. 				:	 98 Civ. 5564  (WHP)
 								:
                             Plaintiff,		:	DECLARATION OF PAMELA A.
								:	KARDON IN OPPOSITION TO
	-against-						:	DEFENDANTS' JOINT
								:	SUMMARY JUDGMENT MOTION
BARNES & NOBLE, INC., et al.,				:
								:
	                       Defendants.		:
								:
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PAMELA A. 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 a part-time interviewer for 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 was employed by The Kardon Corp. to conduct part of a survey for The Intimate Bookshop, Inc.  The other person doing the interviewing was Randy Sease.
3.	Under the direction of Bruce Kardon, I called hundreds of persons on the list of thousands of former club-member customers of Intimate provided by Intimate and was able to interview about 30% of the 103 persons 103 interviewed for the survey.  I interviewed the persons with last-known addresses in Winston-Salem and surrounding areas.
4.	Each of the 30 or more forms I completed for each of these telephone interviews (all filled out in my own handwriting) contains an accurate summary of what the interviewed person told me during the interview, including statements about where the interviewee purchased books and the period(s) of such purchases.
5.	If called upon to do so, I could and would testify that what I set forth on the forms I completed for the interviews accurately reflects what the interviewed persons (all former customers of Intimate) told me in response to the questions asked by me in the survey (see Questionnaire annexed as Appendix B to the expert report, which is Exhibit A to the declaration of Bruce Kardon).

Executed this ____ day of January, 2002, at Clemmons, North Carolina.

						_________________________________
					                Pamela A. Kardon