Item 1.01 Entry Into Material Definitive Agreement.

On March 2, 2009, John L. Morgan subscribed for and purchased $1.6 million of unsecured subordinated notes of various maturities ($200,000 of six month maturity, $200,000 of one year maturity, $200,000 of two year maturity, $130,000 of three year maturity, $180,000 of four year maturity, $190,000 of five year maturity and $500,000 of ten year maturity) all on a monthly interest payment schedule at the rates described in the Interest Rate Supplement filed on Form 424(b)(2) with the Securities and Exchange Commission on March 31, 2008 offered by Winmark pursuant to a prospectus and related documents declared effective on March 27, 2008. In connection with his investment Mr. Morgan agreed that his notes would be voted consistent with the majority of the remaining noteholders in an event of default.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

10.1 Form of Subscription Agreement (Exhibit 4.4)(1)

10.2 Interest Rate Supplement(2)

---

(1) Incorporated by reference to the specified exhibit to the Registration Statement on Form S-1, effective March 27, 2008 (Reg. No. 333-133393)

(2) Incorporated by reference to the Form 424(b)(2) filing on March 31, 2008, supplementing the Prospectus filed on Form S-1, effective March 27, 2008 (Reg. No. 333-133393)

---