Contract

by Winmark, Inc.
May 11th, 2004

EXHIBIT 10.2 Subscription Agreement Winmark,Inc. 607 E Street, SE Washington, D.C. 20003 Attn: Mark Winstein, President Re: Prospectus, dated May 10, 2004 Dear Mr. Winstein The undersigned investor ("Investor") in this Subscription Agreement ("Agreement") hereby acknowledges receipt of the prospectus ("Prospectus"), dated May 10, 2004 of Winmark, Inc. ("Winmark"), a Nevada corporation, and subscribes for the following number of units upon the terms and conditions set forth in the Prospectus. The Investor agrees that this Agreement is subject to acceptance by Winmark, to availability and to certain other conditions. The Investor hereby subscribes for _______ shares of Winmark's common stock at $0.10 per share, for an aggregate purchase price of $____________. Enclosed is the Investor's check made payable to Manufacturers and Traders Trust Company/Winmark, Inc. Escrow Account" and has been forwarded to the escrow account in the self-addressed stamped envelope that has been provided for convenience. The Investor may also elect to submit his subscription funds to the escrow account VIA wire transfer as provided in this Agreement. ACCEPTED AND AGREED: ------------------------------- Signature of Investor WIRING INSTRUCTIONS: ------------------------------ Print Full Name ABA #022000046 M&T Bank Buffalo NY ------------------------------- A/C 6239397070 Street Address f/f/c Trust account # 1004375 -------------------------------- Account Name: Winmark, Inc City, State, Zip Attn: Joan Stapley -------------------------------- Area Code and Telephone Number -------------------------------- ACCEPTED AND AGREED: WINMARK, INC. By: ____________________________ Mark Winstein, President