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