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Michaels' Corp. meeting with Community Representatives

         Our lawyer, Thomas Dernoga, and three community representatives, Myron Davis, Letitia Wade,
         and Judy Torgerson, met at 5:00 on Tuesday, May 16 at Fratelli's Restaurant with three
         representatives from the Michaels Corporation. They were Tom Melbourne, Dennis Brownley,
         who manages the Giant shopping center, and Norman Rivera, a lawyer. Mr. Brownley showed
         us a drawing of a possible plan for redeveloping the Giant shopping center with the State
         condemning and removing the buildings along Maryland Avenue, and the Giant more than
         doubling in size, becoming a full-service Giant (except for a pharmacy). When asked for the
         time line of this project, however, he could say only that it was anticipated in the next two or
         three years and intimated that it was. linked to the "upgrade" (widening) of Kilmer Street which
         was tied to the building of the gas station. Since the shopping center and the plot of land slated
         for the gas station have different owners, the link between them is only that they are both being
         managed and built by the Michaels Corporation. In fact, from what the Michaels representatives
         said, no definite go-ahead for this project currently exists.

         Tom asked us what we wanted as a community, but he only meant as far as making adjustments
         to the plan for the gas station. He pointed out that an Amoco gas station had been built recently
         near Forbes Avenue and Rt. 450 with considerable community input which had resulted in
         adjustments such as limiting the height of the sign, putting brick facings on the buildings, and
         other design features, and that this had led to community acceptance. When asked if the station
         were built next to someone's house, he had to admit that it wasn't.

         We did get a chance to tell them what we didn't like about the plan for a gas station. Torn
         Melbourne pretended to take umbrage when I called their deal with Cheverly a corrupt bargain,
         but I enjoyed saying it way too much to care. To Mrs. Wade's concerns about direct effects on
         her property, they mostly said I) traffic is going to increase in time anyway (probably true), and
         2) there will be no increases in fumes or pollutants and no danger from the gasoline tanks (less
         likely to be true).

         Our lawyer did an excellent job of keeping the Michaels' reps on point. He stated our case
         directly, pointing out that the community doesn't want a gas station as our "entrance
         monument", no matter how well designed a gas station it is. Afterwards, we felt as a group that
         the main reason they had for holding the meeting was to make themselves look better by trying
         to reach an accommodation with the community. Unfortunately, they didn't offer any
         alternatives to the gas station. In the interests of full disclosure, let me add that the Michaels
         reps did buy iced tea all around and order two platters of appetizers, from which both lawyers
         ate heartily
                                               Judy Torgerson

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