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September 27, 1996

Brian Maxwell
Powerfood, Inc.
2448 Sixth Street
Berkeley, CA 94710

Dear Brian:

    Some months ago you and I met while running near Lake
Lagunitas. I told you about the Runners Against Trash and that I
had envisioned PowerBar as RAT's first sponsor. I also said I
would send you some materials and a proposal, but I first had to
complete some other important projects, which I have now done.
In the meantime, an idea for a project involving RAT and
PowerBar came to me, which I believe can be socially and
environmentally beneficial, commercially valuable, and a lot of
fun. I'll detail this idea later in this letter, after a brief history.

    I started running in 1988, not long after you started
PowerBar. My first encounter with your famous creation was a
Malt-Nut bar I won at the Hoy's 10K Classic in Golden Gate Park
in September, 1989. I've been devoted, while avoiding addiction,
ever since. I've won PowerBars in a couple of Tilden Park Tough
10-milers, and consumed my fair share of samples from your
company booth at a half dozen marathon expos.

    I've eaten PowerBars before races, on training runs,
afterwards and in between. I won the 1994 Runners' Dipsea Race
on half a bar, and ran the 100th Boston this year on two. A
couple of times my much wiser PowerBar-packing running buddies
saved my life by sharing your bars with me a lot of miles from
the end of way too long and hard runs.

    Back in 1989 I also began picking up litter on the roads at
points I stopped while out running. The Runners World article
included in the accompanying materials states that I started my
campaign against trash in San Anselmo, but I actually started in
the Berkeley-Oakland hills, along Grizzly Peak. It wasn't too
long before I saw that a reasonably fast picker-upper could make
a discernible difference.

    Until I moved to Marin County in the spring of 1990 I also
occasionally picked up litter around beautiful Lake Merritt.
There are some sections of sloping grassy banks where I
discovered that I could indeed run and grab a piece of trash at
the same time. I imagined the world's runners reasonably quickly
eliminating its unreasonably ubiquitous litter. That's how
RAT...was born.

    Practically speaking, of course, running and picking up
trash are mutually exclusive activities. Anyone, unless
possessing extraordinarily long arms, almost always has to be
stopped or moving in a definitely non-running motion to safely
perform the function. It's the running between the pieces of

Brian Maxwell
September 27, 1996
Page 2 /

litter that makes it the activity of RATs. That activity for
runners can also be an effective part of any training program,
increasing strength and flexibility. RAT runs are a context for
memorable group flings, and unending opportunities for chance

    Although I saw that the runners of the world alone
theoretically could take care of the world's litter, I also
recognized that the job was more sensibly done by those people
doing something different from running. It seemed clear that
among the world's billions of pedestrians those not running were
generally those not in a hurry to get somewhere. Whereas runners
were, it almost goes without saying, always in a hurry. If the
other pedestrians were in a hurry they, if they could, would run.
If the few million runners in the world, even though they're
always in a hurry, could theoretically pick up the world's
litter, then the other billions of people in no hurry at all
could do it altogether realistically. There are public and
private professionals already picking up much of our world's
litter and keeping many of our roads and spaces clean, and God
bless them. But it's the left over litter which assaults our
eyes, depresses our spirits, daunts our leaders, and which, in
this period of our history, is not being, but could be, handled.
If it is to be done it must be done by its Citizens bending down
and doing it. Thus CAT was born.

    In all of this I have been ably assisted by my associate
Lorien Phippeny, also known among the CATs as Kitty Cashmere.
Lorien, who's in the RW photo with me, created Mr. RAT Guy #1
that you see on my RAT Shirt in the accompanying 8 x 10 photo
from the 100th Boston. Together we've designed or thought out
shirts, RAT Bags, RAT Gloves, RAT Races and RAT Puns, and are
hard at work with the CATs. I believe that the enterprise,
though it may all be over in a year with litter gone forever, is
economically viable, and that even RAT Puns sell.

    On my earliest RAT runs up on Grizzly Peak, I was awed to
observe that whenever my hands could hold no more trash I'd come
across a bag of some kind, and be able to stuff the trash in it
and carry on. Pretty soon I filled that bag, and just then
another would show up. This was back before the technological
breakthrough of RATBags literally transformed trash details. It
happened hundreds of times - paper or plastic bags of every size
from every store. We were talking major bags; which, among the
RATs out on patrol, I soon had to accept I was. Lorien, equally
awed, quickly rose to become Majorette Baguette.

    It was in the Marin hills that I first became aware of
PowerBar wrappers as a significant item of trail trash. The
mylar, in addition to giving your product its long shelf life, is
virtually indestructible as litter. Fortunately for us RATs your
wrappers are bright and easy to spot at a distance. I'm sure you
knew that there are a whole bunch of runners, hikers and bikers
eating PowerBars out there in our hills. Well some of those

Brian Maxwell
September 27, 1996
Page 3 /

wrappers or their corners do get dropped, so we RATs really are
grateful for their telltale brilliance.

    My first Marin RAT route, or parish I call them, which I
kept clean with the Majorette, was a 3-mile stretch from the top
of Sleepy Hollow into Fairfax. After I moved to San Anselmo I
staked out a parish from downtown to the top of Mt. Tam. Other
demands in life, including work which takes me out of the area,
and the real need for unRAT runs, have not permitted me to do RAT
runs every day, but even just picking up the litter every once in
a while keeps the whole parish pretty clean.

    Lorien and I picked up trash on a trip through several
western US parks, including Yellowstone, Grand Teton and Zion.
I've done RAT runs in Canada, South Africa and Switzerland.
People tend to not trash areas they recognize as parks, and tend
to recognize as parks places not trashed. If litter could be
perceptibly reduced and the mechanism which brought about the
reduction kept in place for maintenance and further reduction, it
might be possible to facilitate a worthy social change.

    My work has brought me again off and on to the Oakland hills
for the past two months, and I have been able to clean a two mile
stretch along Elverton Drive and Skyline Boulevard to Redwood
Park. My first complete RAT run in this new parish, even after
cleaning some sections on shorter runs, took almost five hours
and fifteen RATBags full. Last Monday I did it out and back in
just over an hour, and although I delve deeper all the time into
the parish's brush and weeds to get ever older trash, I got less
than two bags.

    A couple of days before the Boston Marathon this year I
cleaned the first three miles, between Hopkinton and Ashland. I
didn't have time to enlist much help to clean the rest of the
race course, and the weather was prohibitive, but I hope to be
back in Boston next year with a full patrol to do the job RAT.
I'm including in the accompanying papers a handout a friend and I
distributed at the Boston Expo.

    In the big road races I've run there are usually a few
people who, because of my appearance, call out "It's Jesus," or
"Go Jesus!" I wore my RAT Shirt during the 100th Boston with its
wonderful abounding crowd, and although I received five shouts of
"Go Jesus," I got thousands of "Go RAT!" People love the shirt,
and the idea of RAT. As Providence would have it, a photographer
caught me, unsuspecting, right in front of your PowerBar banner
at the final turn onto Boylston Street. The photo shows the banner
drooping, but the PowerBar-powered RAT, although looking
concerned, still going strong.

    I have a last quick marathon short story. This past spring
a friend and lawyer Joe Yanny of Century City paid for printing a
couple of RAT Shirts and RATBags plus my airfare to the 100th
Boston, and thus became RAT's First Sponsor. Although that
designation or title is not now available to PowerBar, I have no
doubt that others even more valuable await. But that remains to

Brian Maxwell
September 27, 1996
Page 4 /

be written and isn't germane to this particular story.
On the back of my Boston RAT Shirt I had printed "This RAT
sponsored by Joseph A. Yanny, Esquire." It wasn't the brightest
advertising because my long hair covers most of my back, and,
unless I run really fast, makes hieroglyphics of whatever might
be written on the shirt. If not for the hair, however, many
thousands of runners and spectators would have read that message.

    Somewhere around mile two, and still in the slow-moving
crush of forty thousand runners, I felt someone touch my hair as
if brushing it to one side to read the words on my back. The
perception of someone touching my hair was probably not all that
noteworthy given the mass of marathoners at that point in that
race. But then a few seconds later a man's voice directly behind
me said, "Joseph A. Yanny, Esquire. I know a Joseph A. Yanny,

    I turned my head to see who had spoken. The man said to me,
"I went to law school with Joseph A. Yanny." I asked him, "Where
did you go to law school?" He was strong, looked like he could
have gone to law school with Joe, and had a lower bib number than
I did. He said, "Ohio." I said, "Yep, that's where Joe went."
He said, "I remember him as a good man."

    We ran together for some of the third mile. He said his
name is Michael Mutek, although after another twenty-three miles
I misremembered his first name as John. I told him Joe is a
marks and rights litigation sort of lawyer in LA. Michael said
he's a corporate lawyer in DC. I told him how Joe and I
connected and about RAT. He was running with a friend and told
him how he and Joe and everything else connected.

    After a while I got separated from Michael and his friend
and lost touch. I think that I had the better time,
chronologically that is, but it wasn't that kind of race. No
other runner that I was aware of touched my hair, and no other
runner for all I know ever heard of Joe Yanny. A good message
makes good literature, and all the great tales have not all run
the great courses. It was enough for the time being, though
, just to qualify for the 101st.

    Another few Tamalpa Running Club RATs and I cleaned the
Larkspur - San Rafael section of the Olympic torch relay route
just ahead of the torch bearers. It would be a lot of fun to
participate in some way in the cleaning of the entire torch route
before the 2000 Sidney Games.

    The RAT idea, and no less CAT, has not inconsiderable media
potential. This letter is pretty well my outline for a book,
which I've given the working title The Glorious Tale Of The RAT.
The San Francisco CNN bureau, which knew me from another part of
my life, contacted me after the RW article, and we've talked a
few times since about doing a story about RAT. That opportunity
is not lost, and I'm grateful that RAT and CAT are still in their
infancy. I think it's altogether possible that this nation's
runningest-ever President, and celebrated marathoner Oprah

Brian Maxwell
September 27, 1996
Page 5 /

Winfrey have their own not inconsiderable potential as RATs and

    But first my idea, which brings me to write you at this
moment. I would like to see if it is possible to organize a
competition between San Francisco and Oakland which has a goal of
cleaning both cities' streets of litter. One city announces it's
clean, and an official makes an inspection tour. I know that
Powerfood is headquartered in Berkeley, and certainly that fair
city can be included in every way. I think that running clubs,
teams, schools, churches, service organizations, environment
parties, the tourist industry and citizens of every stripe and
persuasion may want to participate.

    I think the mayors and their whole city governments could be
brought to embrace and promote the adventure. To work it will
certainly require the support of the existing city street and
sanitation departments. If the idea is well promoted, much of
the litter problem can be handled by property owners merely
cleaning in front of their own properties. Companies and groups
which now have the adopt-a-highway duty may be reinvigorated.
I've worked out various configurations for RAT Races, CAT Walks
and other events, which I believe can effectively clean large
city areas.

     We have a superb slogan: "Clean by Christmas!" If it
doesn't work by this Christmas, there'll be another one same
date next year. But the timing is now also excellent. We're in the
Chinese Year of the Rat, which ends February 6, 1997, and we
enter the Year of the Ox. We won't have another opportunity
quite like this for another twelve years. All Rats Day, which
was first announced in the accompanying press release for last
year's inaugural event, is just over a month away.

    Although I've singled out PowerBar wrappers as an
identifiable component of the modern litter problem, they are not
anywhere near the top of the trash heap. It's the really big
corporations like Coca Cola, McDonalds, Kentucky Fried Chicken,
7-11, American Styrofoam and Intergalactic Plastic which are the
source of most of the litter, and should want, I would think, to
support its removal.

    Most of the broken glass comes from Anheuser-Busch, Miller,
Coors and those guys. About the yuckiest litter comes from folks
like R.J. Reynolds and Phillip Morris. All of them are probably
dying for a great opportunity to have someone take care of their
trash. I think that support from a number of other sources and
beneficial relations with those other sources may result in near
and far away places.

    I'd bet there are celebrities of an athletic bent or not who
would get behind the RAT concept. The Raiders and the 49ers can
add RAT Runs and CAT Walks to their spare time and workouts, and
lend their insignias to the cause. Each city can have its own
hats on its own CATs - Giants, A's or Bears. There are plenty of
rights, marks and licensing agreements to go around. If the idea

Brian Maxwell
September 27, 1996
Page 6 /

works at all, what other mayor of what other city would not want
the RATs and CATs to clean its streets and parks? What other
president, prime minister or potentate of what other country on
what other continent would not want to do the RAT Thing?

    The RATs and CATs would love to make it all clean by
Christmas, and I would love to discuss further with you the
possibility of Powerfood sponsoring us, and participating in a
number of ways.

    I'll send a copy of this letter and accompanying papers to
Joe Yanny, and also to another friend and lawyer Michael Walton,
who has followed my running and ratting career from the
beginning, Kirk Seidel, a CAT very friendly to RATs, and of
course Lorien.

    I hope my trail coincides with yours again sometime.

Yours faithfully,


Gerry Armstrong
715 Sir Francis Drake Boulevard
San Anselmo, CA 94960

Enclosures: (5)

cc: Lorien Phippeny
cc: Kirk Seidel
cc: Michael L. Walton, Esquire
office (415)456-7242
cc: Joseph A. Yanny, Esquire
office (310)551-2966


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