UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
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			:
THE INTIMATE BOOKSHOP, INC. 	:	 98 Civ. 5564  (WHP)
			:
	                             Plaintiff,	:
			:	DECLARATION OF SAMUEL
	-against-		:	J. KURSH IN OPPOSITION TO
			:	DEFENDANTS' JOINT MOTION
BARNES & NOBLE, INC., et al.,	:	FOR SUMMARY JUDGMENT
			:
	                             Defendants.	:
			:
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SAMUEL J. KURSH 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 vice president and senior economist at the Center for Forensic Economic Studies, 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 3, 2001, I submitted an expert report (including Exhibits A-E and my curriculum vitae) setting forth my opinions in this matter , and after my deposition was taken, I made certain corrections in the report and submitted the corrected pages on November 7, 2001 (the "expert report").  A true and correct copy of the expert report is attached as Exhibit A, which is incorporated herein by reference as though fully set forth herein.
4.	A letter to Carl E. Person dated November 7, 2001 is annexed hereto as Exhibit B, which describes the changes set forth in the expert report.
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 Philadelphia, Pennsylvania.

			_________________________________
				Samuel J. Kursh