MINNESOTA COMMERCE - Unhappy Franchisee

MINNESOTA 

DEPARTMENT OF 

COMMERCE 

85 7th Place East, Suite 500 

St. Paul, Minnesota 55101-2198 

www.commerce.state.mn.us 

651.296.4026 FAX 651.297.1959 

An equal opportunity employer 

March 13, 2012 

MARK KIRSCH 

PLAVE KOCH PLC 

12355 SUNRISE VALLEY DRIVE SUITE 230 

RESTON, VA 20191 

Re: F-2705 

NMTC INC 

MATCO DISTRIBUTORSHIP AGREEMENT 

Dear Mr. Kirsch: 

The Annual Report has been reviewed and is in compliance with Minnesota Statute Chapter 

80C and Minnesota Rules Chapter 2860. 

This means that there continues to be an effective registration statement on file and that the 

franchisor may offer and sell the above-referenced franchise in Minnesota. 

The franchisor is not required to escrow franchise fees, post a Franchise Surety Bond or 

defer receipt of franchise fees during this registration period. 

As a reminder, the next annual report is due within 120 days after the franchisor's fiscal year 

end, which is December 31, 2012. 

Sincerely, 

MIKE ROTHMAN 

Commissioner 

By: 

Daniel Sexton 

Commerce Analyst Supervisor 

Registration Division 

(651)296-4520 

MR:DES:dlw

F-2705 

STATE OF MINNESOTA 

DEPARTMENT OF COMMERCE 

REGISTRATION DIVISION 

(651) 296-4520 

IN THE MATTER OF THE REGISTRATION OF: 

MATCO DISTRIBUTORSHIP AGREEMENT 

By NMTC INC 

ORDER AMENDING 

REGISTRATION 

WHEREAS, an application to amend the registration and 

amendment fee have been filed, 

IT IS HEREBY ORDERED that the registration dated 

March 25, 1993, is amended as of the date set forth below. 

Date: March 13, 2012 

MIKE ROTHMAN 

Commissioner 

Department of Commerce 


St Paul, MN 55101

UNIFORM FRANCHISE REGISTRATIOK-^gpDcATICT^'? 1 2(}yi ^Q// 

State: Minnesota Fee: $300.00 

File No.: (>-2705 J ^'^^f^:^ ^/n . 

fInserUfle number of immeaiately 

plTCraing filing of Applicant) 

APPLICATION FOR (Check only one): 

INITIAL REGISTRATION OF AN OFFER AND SALE OF FRANCHISES 

X RENEWAL APPLICATION OR ANNUAL REPORT 

PRE-EFFECTIVE AMENDMENT 

POST-EFFECTIVE MATERIAL AMENDMENT 

1. Full legal name of Franchisor: 

NMTC, Inc. d/b/a Mateo Tools 

2. Name of the franchiseoffering: 

"NMTC, Inc. d/b/a Mateo Tools;" "Mateo Tools;" "Mateo" 

3. Franchisor's principal business address: 

4403 Allen Road 

Stow, Ohio 44224 

4. Name and address of Franchisor's agent in this State authorized to receive service of process: 

Commissioner of Commerce 


St Paul, Minnesota 551015 

5. The states in which this application is or will be shortly on file: 

California, Florida, Hawaii, Illinois, Indiana, Kentucky, Maryland, Michigan, Minnesota, 

Nebraska, New York, North Dakota, Rhode Island, South Dakota, Texas, Utah, Vii^nia, 

Washington, Wisconsin 

6. Name, address, telephone and facsimile numbers, and e-mail address of person to whom 

communications regarding this application should be directed: 

Mark A. Kirsch, Esq. 

Plave Koch PLC 

12355 Sunrise Valley Drive, Suite 230 

Reston, Virginia 20191 

703.774.1210 (direct phone) 

703.774.1201 (fax) 

mkirsch@plavekoch.com (E-mail) 

PK 48832.1 - NMTC. Inc. d/b/a Mateo Tools / MN

MAR - 8 2012 

PLAVEKOCH 

Mr. Daniel E. Sexton 

Department of Commerce 

85 7'^ Place East, Suite 500 

St. Paul, Minnesota 55101 

Re: 

NMTC, Inc. d/b/a Mateo Tools ("Mateo") 

File F-2705 

Minnesota Franchises Law 

Application for Renewal of Franchise Registration 

Dear Mr. Sexton: 

Enclosed please find an application for renewal of franchise registration submitted on behalf of Mateo to 

offer and sell distributorships in the State of Minnesota. 

The application consists of -a checi< for $300.00 made payable to the "Minnesota Department of 

Commerce" for the requisite filing fee and the following items: 

1. Facing Page. 

2. Franchisor's Costs and Source of Funds Form. 

3. Franchise Seller Disclosure Form for each individual to be engaged in the offer or sale of 

distributorships in Minnesota. 

4. Certification Page. 

5. Uniform Consent to Service of Process Form. 

6. Corporate Acknowledgment. 

7. One copy of a signed Consent of Accountants. 

8. One copy of Mateo's franchise disclosure document, including all required financial 

statements and agreements. 

9. One copy of Mateo's franchise disclosure document, which has been redlined to indicate 

new or revised information. 


12355 Sunrise Valley Drive, Suite 230 

Reston, Virginia 20191-3492 

United States of America 

www. PlaveKoch. com 

Mark A. Kirsch 

MKirsch@PlaveKoch.com 

direct phone 703.774.1210 

direct fax 703.774.1201

MAR - 8 2012 

Mr. Daniel E. Sexton 

Page 2 

PLAVEKOCH 

Please contact me if you have any questions or comments on the enclosed application. Otherwise, we 

would appreciate receiving notification of renewal of franchise registration. 

Sincerely, 


By: . 

Mark A. Kirsch 

Via FedEx 

Enclosures 

PK 48870.1

CERTIFICATION 

I certify and swear under penalty of law that I have read and know the contents of this application, 

including the Franchise Disclosure Document with an issuance date of /i^MiA ^ ^ 2012 

attached as an exhibit, and that all material facts stated in all those documents are accurate and those 

documents do not contain any material omissions. I further certify that I am duly authorized to make this 

certification on behalf of the Franchisor and that I do so upon my personal knowledge. 

Signed at ^^^^ , on Mfua^J?4 ^ 2012. 

NMTC, Inc. d/j^jâtco 

By: 

Print Name and Title: "^^^^^ 

m-mTreasur^ 

STATE OF OHIO ) 

) NMTC, Inc. d/b/a Mateo Tools 

COUNTY OF SUMMIT ) 

Personally appeared before me this day of êhrttAr^ 2012, the above-named 

îh^yyi^S ^ nig known to be the person who executed the foregoing 

application (as 'TttAiur't-r 

of the above-named applicant) and, being first duly sworn, 

state upon oath that said application, and all exhibits submitted herewith, are true and correct. 

(NOTARIAL SEAL) 

Nota^ Public: ^ ^ ^ / - ^ 

My Commission 

Expires: 

7'^^''^t>/^ 

DeborsbLGoU 

RBsUentSuDifflt County 

Nolaiy Public. State of Oblo 

My CommbsloD Expires: 07/24/2015 

PK 48832,1 - NMTC, Inc. d/b/a Maico Tools / MN

UNIFORM FRANCHISE CONSENT TO SERVICE OF PROCESS 

NMTC, Inc. d/b/a Mateo Tools, a corporation organized under the laws of the state of Delaware (the 

"Franchisor"), irrevocably appoints the officers of the States designated below and their successors in 

those offices, its attorney in those Slates for service of notice, process or pleading in an action or 

proceeding against it arising out of or in connection with the sale of franchises, or a violation of the 

franchise laws of that State, and consents that an action or proceeding against it may be commenced in a 

court of competent jurisdiction and proper venue within that State by service of process upon this officer 

with the same effect as if the undersigned was organized or created under the laws of that State and had 

lawfially been served with process in that State. We have checked below each state in which this 

application is or will be shortly on file, and provided a duplicate original bearing an original signature to 

each state. 

X 

California; Commissioner of 

Corporations 

Hawaii; Commissioner of Securities 

Illinois; Attorney General 

Indiana; Secretary of State 

Maryland: Securities Commissioner 

Minnesota; Commissioner of 

Commerce 

New York; Secretary of State 

North Dakota; Securities Commissioner 

Rhode Island; Director, Department of 

Business Regulation 

South Dakota: Director of the Division 

of Securities 

Virginia: Clerk, Virginia State 

Corporation Commission 

Washington; Director of Financial 

Institutions 

Wisconsin: Administrator, Division of 

Securities, Department of Financial 

Institution 

Please mail or send a copy of any notice, process or pleading served under this consent to: 




Dated: /^^t/-/ ^2012. 

NMTC, Inc, d/fe^ Mateo Tools ^ y 

Print Name and Title: /n.//^//^ /reaûre^ 

PK 48832.1 - NMTC. Inc. Alhia MaIco Tools / MN

CORPORATE ACKNOWLEDGMENT 

STATE OF OHIO ) 

) NMTC, Inc. d/b/a Mateo Tools 

COUNTY OF SUMMIT ) 

Personally appeared before me this day of /^^^/a^y 2012, the above-named 

^TîimAs /77-/^'// 

(as yreaî*^^^ 

^ to me known to be the person who executed the foregoing application 

of the above-named applicant) and, being firstduly sworn, state upon 

oath that said application, and all exhibits submitted herewith, are true and correct. 

(NOTARIAL SEAL) 

Nota^ Public: ^ ^ 9 ' ^ 

My Commission 

n'J2JJ -7/n,

NMTC, INC. d/b/a MATCO TOOLS 

FRANCHISOR'S COSTS AND SOURCE OF FUNDS 

1. Disclose franchisor's total costs for performing its pre-opening obligations to provide 

goods or services in connection with establishing each franchise, including real estate, 

improvements, equipment, inventory, training and other items stated in the offering. 

Category 

Costs 

Real Estate 

None 

Improvements 

None 

Equipment 

None 

Inventory 

None 

Training $7,200 

Other (describe) 

None 

Totals $7,200 

2. State separately the sources of all required funds: General fund allocated to training 

budget. 

PK 48792.2/Matco Tools/Franchisor's Costs and Source of Funds form

Acknowledgment of Independent Auditors 

We agree to the inclusion in the Franchise Disclosure Document issued by NMTC, Inc. 

("Franchisor") of our report dated March 5, 2012, with respect to the consolidated financial 

statements of Franchisor as of December 31,2011 and 2010 and for the three years in the period 

ended December 31, 2011. 

Baltimore, Maryland 

March 5,2012

FR.\NCHISE DISCLOSURE DOCUMENT 

NMTC, INC. m/a MATCO TOOLS 


Stow, OH 1122'1 

(330) 929 ^1919 

d4evetop(^).mateotO0ls;

www.ftc• eevwww.ftc.gov for additional information. Call your state agency or visit your public library 

for other sources of information on franchising. 

There may also be laws on franchising in your state. Ask your state agencies about them 

ISSUANCE DATE: March I L 20U. as nniendcd Dcccmbor 9. 30119. 2012. 

© Copyright 30442012, NMTC, Inc. d/b/a Mateo Tools 

Mateo 2m2.FDD/PK, i5515.\2lZm5.lA 03/09/4412

STATE COVER PAGE 

Your state may have a franchise law that requires a franchisor to register or file with a state franchise 

administrator before offering or selling in your state. REGISTRATION OF A FRANCHISE BY A 

STATE DOES NOT MEAN THAT THE STATE RECOMMENDS THE FRANCHISE OR HAS 

VERIFIED THE EMFORMATION IN THIS DISCLOSURE DOCUMENT. 

Call the state franchise administrator listed in Appendix F for information about the franchisor, about 

other franchisors, or about franchisingin your state. 

MANY FRANCHISE AGREEMENTS DO NOT ALLOW YOU TO RENEW UNCONDITIONALLY 

AFTER THE INITIAL TERM EXPIRES. YOU MAY HAVE TO SIGN A NEW AGREEMENT WITH 

DIFFERENT TERMS AND CONDITIONS IN ORDER TO CONTINUE TO OPERATE YOUR 

BUSINESS. BEFORE YOU BUY, CONSIDER WHAT RIGHTS YOU HAVE TO RENEW YOUR 

FRANCHISE, IF ANY, AND WHAT TERMS YOU MIGHT HAVE TO ACCEPT IN ORDER TO 

RENEW. 

Please consider the following RISK FACTORS before you buy this franchise: 

*1. THE DISTRIBUTORSHIP AGREEMENT REQUIRES YOU TO RESOLVE DISPUTES WITH 

US BY ARBITRATION ONLY m THE STATE OF OHIO. OUT OF STATE LITIGATION 

OR ARBITRATION MAY FORCE YOU TO ACCEPT A LESS FAVORABLE SETTLEMENT 

FOR DISPUTES. IT MAY ALSO COST YOU MORE TO SUE OR ARBITRATE WITH 

MATCO IN OHIO THAN IN YOUR HOME STATE. 

•2. THE DISTRIBUTORSHIP AGREEMENT STATES THAT OHIO LAW GOVERNS THE 

AGREEMENT, AND THIS LAW MAY NOT PROVIDE THE SAME PROTECTIONS AND 

BENEFITS AS LOCAL LAW. YOU MAY WANT TO COMPARE THESE LAWS. 

3. THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE. 

*State laws may supersede these distributorship agreement provisions. Certain states require the 

superseding provisions to appear in an addendum to this disclosure document (See Appendix H). 

We use the services of one or more FRANCHISE BROKERS or referral sources to assist us in selling our 

franchises. A franchise broker or referral source represents us, not you. We pay this person a fee for 

selling our franchise or referring you to us. You should be sure to do your own investigation of the 

franchise. 

Effective Date: See next page for state effective dates. 

Copyright 3^42012. NMTC, Inc. d/b/a Mateo Tools 

Mateo2m.2.FDD/PK :i5-175.12!219051,8 

_S}3J09/U12

STATE EFFECTIVE DATES 

The effective dates of this Franchise Disclosure Document in the states listed below are: 

STATE 

CALIFORNIA 

EFFECTIVE DATE 

December 1^ 201 i, as aiBended-December 

aiMnvPTTihi-r 94 901 1 

FLORIDA February ^M^shl, 2012 

HAWAII 

ILLINOIS 

INDIANA 

LOUISIANA 

tvtai ft 1 X T j "vir/ TTryT^ a~Lti ii ui i u CU /1 |.u 11 • i' y 

i i • tt 11 u u 

amettded December 20;'SO 11 

March 11. 2011, as amended Dccombcr 9, 

20442012 

March 11, 2011; as-amended DeceiT>beF9, 

00449019 

MAINE 

MARYLAND 

MICHIGAN 

MINNESOTA 

NEW YORK 

NORTH CAROLINA 

NORTH DAKOTA 

RHODE ISLAND 

SOUTH DAKOTA 

UTAH 

VIRGINIA 

WASHINGTON 

WISCONSIN 

MaFeb--l$4--2014-arT amended Deoein:beF-9t-3Q 11 

March 31, 2011, as amended-Dee-efnber-9, 

204+2012 

in 

March 11, 201 i .-as-ai«ended-December-9, 

^^2012 

March 11, 2011, ar. amondod Docomber 9, 2011 

Maroh 16, 2011, as amended December-9r20i t 

March 11, 2011, as ameiided-Deeetnber-^2Ql l 

January 20March 9. 2012 

Mart;h-.l-?-,-201"l-,-as -aH:>en

Mateo® Tools 

FRANCHISE DISCLOSURE DOCUMENT 

INDEX 

ITEM DESCRIPTION PAGE 

1) THE FRANCHISOR AND ANY PARENTS, PREDECESSORS, AND AFFILIATES 11 

2) BUSINESS EXPERIENCE 44 

3) LITIGATION 66 

4) BANKRUPTCY 9 

5) INITIAL FEES 99 

6) OTHER FEES 12 

7) ESTIMATED INITIAL INVESTMENT 15 

8) RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES 18 

9) FRANCHISEE'S OBLIGATIONS 20 

10) FINANCING 22 

11) FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS, AND 

TRAINING 25 

12) TERRITORY 32 

13) TRADEMARKS 34 

14) PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION 35 

15) OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE 

FRANCHISE BUSINESS 36 

16) RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL 36 

17) RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION 37 

18) PUBLIC FIGURES 41 

19) FINANCIAL PERFORMANCE REPRESENTATIONS 41 

20) OUTLETS AND FRANCHISEE INFORMATION 44 

21) FINANCIAL STATEMENTS 58 

22) CONTRACTS 59 

23) RECEIPTS 5959 

APPENDICES 

Appendix A: 

Appendix B: 

Appendix C: 

Appendix D: 

Appendix E: 

Appendix F: 

Appendix G: 

Appendix H: 

Appendix I: 

Appendix J: 

Appendix K: 

Financial Statements 

Active Distributors 

Terminated Distributors 

Distributorship Agreement 

Distributor Disclosure Questionnaire 

State Agency Exhibit 

Agents for Service of Process 

State-specific Disclosures and State Agreement Amendments 

Mateo Distributor Consent to Alcohol and Drug Testing Form 

Mutual Release Agreement 

Ride Along Acknowledgement 

Mateo2!112-FDD/PK 7-i-i7S.i?nnQn-ii s 

0_V09/4412

(1) THE FRANCHISOR AND ANY PARENTS, PREDECESSORS, AND AFFILIATES 

Mateo and Its Predecessors 

NMTC, Inc. d/b/a Mateo Tools ("Mateo") is a Delaware corporation, incorporated on January 12, 1993, with 

its principal office at 4403 Allen Road, Stow, Ohio 44224, telephone number (330) 929-4949. References to 

"you" in this Disclosure Document mean the person(s), corporation, partnership or other entity purchasing a 

Mateo Tools Distributorship. Mateo is a wholly-owned subsidiary of Mateo Tools Corporation ("MTC"), and 

operates as an indirect wholly-owned subsidiary of Danaher Corporation ("Danaher"). MTC is Mateo's 

parent company. MTC is a New Jersey corporation with its principal office at 4403 Allen Road, Stow, Ohio 

44224. Danaher is a Delaware corporation, with its principal place of business at 2200 Pennsylvania Avenue 

NW, Suite 800W, Washington, DC 20037-1701. Mateo does business under the name "NMTC, Inc. d/b/a 

Mateo Tools," "Mateo Tools," and "Mateo," and under no other names. Mateo's agent for service of process 

in this state is disclosed on Appendix H and/or on the acknowledgement of receipt pages which are the last 

pages in this Uniform Franchise Disclosure Document. 

Mateo is a manufacturer and distributor of professional quality tools, tool boxes, and service equipment. 

Malco has developed a distinctive business system (the "System") relating to the establishment and operation 

of Mateo mobile distributorships which sell tools, tool boxes, service equipment, and other goods and services, 

including, for example, apparel, model cars and other collectible items, and consumables (such as mechanic's 

hand soaps), and such other items that Mateo may in its sole discretion offer (collectively, the "Products"). 

Mateo mobile distributors offer and sell Products to professional mechanics and other businesses which 

operate from a single location and purchase tools for their own use. The Products currently consist of more 

than 15,000 items, many of which are manufactured by or for Mateo, and are distributed by Mateo and sold to 

our distributor network. The System is identified by means of certain trade names, service marks, trademarks, 

logos and emblems, including the marks "MATCO®" and "MATCO® TOOLS" (the "Marks"). 

MTC began offering distributorships in 1979, and since then MTC and Mateo (beginning in 1993) have sold 

the majority of the Products through independent distributors throughout the United States. As of 

December 31, 00^2011. there were 1.44-M23 independent distributors selling MATCO® Products in the 

United States. The distributorship agreement offered and described in this Disclosure Document differs from 

agreements Mateo entered into with its distributors before 1993, in that the current distributorship agreement 

provides for additional duties and obligations for both parties. Currently M.atCi3_d.Q.e.S_Jiot own or ooexale 

distributorships. However., prior to 2006, Mateo operated distributorships similar to ,the type described in this 

disclosure document. Also, in 2010 and most of 2011. Mateo operated a small number of distributorships in 

the Boston. Massachusetts area. Most of these routes were sold to new franchisees in 2011 and two companvowned 

distributorships/routes were closed in late 2011. 

Mateo also sells the Products through commercial sales representatives to businesses and educational 

institutions including students with central purchasing operations, multiple locations, state, local and federal 

agencies and/or to other commercial account customers who generally purchase tools for their own use. In 

50-i-02011, these sales accounted for approximately 4795.0% of Mateo's revenues.—Prior to December 31, 

2005, Mateo operated diotribulonihips. but Mateo did not operate any distributorohipr. in 2006 through 2009. 

Beginning in 2010, and ar. of December 31, 2010, Matoo operates 5 difitHhulornhipii. Mateo may also employ 

persons or utilize independent manufacturers' representatives and specialized resellers to make sales calls and 

to support customers in specific market segments. Mateo also uses export distributors and agents to promote 

its products in locations outside of the United States. 

Mateo has offered franehised distributorships since 1993. Other than as indicated in this Disclosure 

Document, Mateo (or prior to February 1993, its predecessor MTC) has not offered distributorship agreements, 

franchises, or business opportunities in any other line of business. Mateo is not engaged in any business other 

than the manufacture, distribution, sale and servicing of tools and equipment as described in this Disclosure 

Mateo 2m2,FDD/PK 4j4?§4a^44349Q51.8 03/09/4412

Document. Mateo's affiliates have not offered franchises similar to the distributorship described in this 

Disclosure Document or in any other lines of business. 

MTC is a predecessor of Mateo. MTC was formerly known as Mac Allied Tools Corporation ("Mac Allied"), 

an Ohio corporation, incorporated in September 1946. Mac Allied changed its name to Mateo Tools 

Corporation in August 1978, and in April 1981, Mateo Tools Corporation was acquired by and became a 

wholly-owned subsidiary of Chicago Pneumatic Tool Company ("CP"), a New Jersey Corporafion. Mateo 

Tools Corporation was merged in July 1984 into a sister company of CP, The Jacobs Manufacturing Company 

("Jacobs"), a New Jersey corporation, incorporated in July 1953, and became known as "Mateo Tools, a 

Division of The Jacobs Manufacturing Company." In June 1986, Danaher purchased CP and later sold it in 

June 1987, retaining Jacobs, including its Mateo Tools Division. Jacobs' name was changed to Mateo Tools 

Corporation in November 1991, and the other divisions within Jacobs were established as separate operating 

companies. In January 1993, Danaher formed NMTC, Inc., which acquired a substantial portion of the assets 

of MTC, including the existing distributorship agreements of MTC. 

Danaher is involved in various businesses, including the-teelj--flutonH>tiv&-a»d-environmental process control 

designs, manufactures and markets, a?; well as professional. medicaL waler-treatmenMest industrial and feel 

diiipenfline equipment.cominercial_Rrjû£j_S_amLs^^ which_are typicallv characterized by strong brand 

names, innovative technology and maior market positions. Danaher's business consists of fivesegments: Test 

& Measurement;, Environmental; Life Sciences & Diagnostics: Dental; and Industrial Technologies. Through 

various subsidiary companies, Danaher manufactures and sells saehproducts under major brand namesjugh as 

Allen® wrenches and tools, Jacobs® Chucks, Ammco® brake lathes. Coats® tire changers and equipment, 

Fluke® multimeters, Bada® wheel weights, Radiomotorî and Gendex® medical diagnostics. Hooh® and 

Lango® water lost ond measurement equipment, Gilbarco®/Voeder Root^ fuel diripensing and letn and 

tTHKtsitfCTwnt-eqaipt-tiientT-KAVC)® and Pelton & CTane® 'dental-technok>gies;-4,-;*Meft-îc-ffit^ 

technologies, Sybron® detital coosumabl^fr-^Petybtronix^jS^^ 

technologies^ AB Sctex® mai)S 

speetremetry technology; and Keithley Instruments® electronic test-and measijrement instruments and 

systems. 

In 2005, Mateo Tools Canada ("Matco-Canada"), a limited partnership organized under the laws of the 

Province of Ontario, Canada, began offering Mateo Tools franehised distributorships in Canada. Matco- 

Canada does not operate Mateo distributorships, and has not offered franchisesin any other line of business. 

The general partner of Matco-Canada, NMTC Partners Inc., is a wholly-owned subsidiary of Mateo. Matco- 

Canada's principal business address is 4 Robert Speck Parkway, Suite 1600, Mississauga, Ontario, Canada 

L4Z ISl. 

The Distributorship Rights Offered 

Mateo offers you the right to enter into a distributorship agreement (the "Distributorship Agreement"), 

which grants you the right to purchase, resell, and service the Products as a mobile distributor under the 

System (the "Distributorship"). A Distributorship is a business which operates principally from a vehicle, 

purchases the Products from Mateo, and sells the Products to retail customers. These retail customers are 

typically individualprofessional mechanics^ or busin^ses that-operate-fTom a sintjle localion;Qther indjyjduals 

in the automotivejifter-markej and related markets who generally purchase the Products for theirjnjkejTQnnal 

course of business are required to use and furnish his/lter own asetools. You must operate the Distributorship 

only at the locations identified as potential stops along your proposed route (the "List of Calls") and identified 

in the list of Potential Customers (the "Potential Customer List"). The List of Calls and Potential Customer 

List will be attached to the Distributorship Agreement. It is important that vou review vour List of CallsJQ 

make sure vou are satisfied with it before vou sign vour Distributorship Agreement. We therefore encourage 

vou to ride through vour List of Calls and identify all of the shoos and Potential Customers prior to signing 

vour Distributorship Agreement. It is vour responsibility to perform this due diligence. However, if vou 

requegtâJSlaiciiiepre^^ wilLhejiade-avaiiableJjQJD^ PLac_ess_ao_d,answer 

any questions vou might have. Before vou sign vour Distributorship Agreement, vou will be requested to sign 

Mateo 2ai2_FDD/PK 35-^75.1251 IJ'1Qnî-S 03/09/4412

a Ride-Along Acknowledgement tsee Appendix K to this Disclosure Document^ that vou either did a ridethrough 

of vour List of Calls or chose not to do so. 

In addirion to the Distributorships, Mateo also sells the Products through its Commercial Sales Department. 

The Commercial Sales Department generally sells tools to companies, insurance replacement companies, 

government agencies, or other entities or businesses that purchase tools for their internal use. The tools are not 

generally the personal property of the mechanics employed by such companies. Generally, the prospective 

purchasers from the Commercial Sales Department are companies, insurance replacement companies, 

government agencies, and similar entities that may purchase tools from other national tool companies, or 

factory and warehouse distributors, but not from individual distributors. Mateo also serves the vocational 

school marketplace through a direct sales program. Products are sold to technical schools or training facilifies, 

and/or directly to the individuals attending such schools or facilities. Products sold to frill-timestudents and 

schools may be discounted in order to remain compedtive. Commercial sales customers also may include auto 

and truck dealerships that participate in dealer equipment service or sales programs operated in conjunction 

with original equipment manufacturer (or "OEM") relationships. OEM programs may include tool storage, 

shop equipment and other products normally purchased by the business at national account discounts. Mateo 

may fromtime to time develop coupon or incenrive programs with various narional accounts or manufacturers. 

Several other tool suppliers may compete for these accounts, and pricing is very competitive and significantly 

below list price. This generally prevents a single distributor frombeing competitive in such markets. Mateo 

presently has a distributor commission program which permits its distributors to join forces with Mateo to 

assist in closing sales to accounts where a single distributor working alone would be unable to do so. This 

program provides an opportunity for you to receive a commission on industrial account sales and/or vocational 

school sales closed by Mateo, with your assistance, with a business identified on your List of Calls. 

Commissions will consist of a credit posted to the Distributor's Open Purchase Account on products or 

services delivered to a location on the List of Calls. Commissions are not based on the Billing or 

Administrative Office address of the industrial account purchaser. The Distributor may be required to provide 

service to technicians, students or instructors, and on products delivered to the location in order to receive 

commissions. The actual service schedule will be determined by the business, government agency, or school 

during the sales process. Service requirements may include unpacking and set-up of the initial and/or on-going 

orders, warranty service, and/or participation in tool shows or seminars. The Commercial Sales Commission 

Program (which may include vocational sales) may change during the term of your Distributorship. The 

Distributor must be registered in the system as the "servicing distributor," and actively promote the sales, in 

order to receive commissions on any commercial or vocational sales. 

A Distributorship generally competes with mobile tool vendors who sell to professional mechanics and are 

associated with national tool companies other than Mateo. Other sources of competition include independent 

mobile tool vendors who are not associated with a national tool company, local automotive tool and equipment 

warehouses, local automotive parts stores, local department and hardware store chains and mail order catalogs. 

Your List of Calls and Potential Customer List may already be served by competidve tool vendors. 

To operate the Distributorship, you will have to comply with various state and local laws such as those relafing 

to driver's licensing, vehicle licensing, vendor licensing, and automobile insurance requirements, zoning 

restricrions as well as parking, vehicle weight limitadons and any applicable hazardous material transportation 

and pollution laws. In some states, a physical examinadon may be required to obtain a license to drive a 

commercial vehicle. There may be federal license or motor carrier regulations that apply to you, and these 

may include compliance with drug or substance abuse testing rules. (As noted in Item 5 below, Mateo requires 

that a prospective franchisee undergo and pass a drug and alcohol test before Mateo will grant a 

distributorship.) Most states require liability insurance coverage for both the driver and vehicle. Insurability 

and insurance rates will generally be dependent upon your past driving record. There may be other laws 

applicable to your business including those relating to home-based business or the credh you grant, and Mateo 

urges you to make WKtajresinauirisiS about these laws. 

Mateo 2Q12.FDD/PK ^4^3^.10^44^9051 S 03/09/4412

The informadon in this Disclosure Document is current as of the date indicated as the Issuance Date on the 

cover of this Disclosure Document. 

Timothy J. Gilmore, President 

(2) BUSINESS EXPERIENCE 

Mr. Gilmore h^s been tbgjresident of Mateo sinctLJanuary 2012. Mr. Gilmore was tkeJEresLden^^ 

Hennessey Industries in LaVergne, Tennessee, from March 2010 until December,20l 1. Mr. Gilmore was Vice 

President^ Sales of Mateo from July 2003 undl March 2010. Mr. Gilmore held various positions within Mateo, 

including Director of Customer Service, and DBS. Regional Manager, Product Manager and District Manager- 

Mr, Gilmore started his career with MateoJn 1986 ag. a,mobile tool,distributor. Mr. Gilmore was also General 

Manager of the BADA Division of Hennessv Industries in LaVergne. Tennessee from November 1999 until 

.2M3. 

Thomas N. Willis. Chief Executive Officer 

MxJWjJligJiasJjeen the_Qbief Executive Officer oLM,a.t6p since_^Laniiary 2012, He was the Pr^ 

from May 1996 undl December 2011. Mr. Willis was General Manager of GE-Jiabao Lighting Co., Ltd. in 

Shanghai, China from October 1995 until May 1996. and he was General Manager, GE Automotive Lighdng 

forGE Co. in Cleveland. Ohio from October 1988 through October 1995. 

Robert S. Lutz. Vice President and Director 

Since July 2004, Mr. Lutz has been a Vice President and Director of Mateo.since JUIY_2QQ4- Mr. Lutz joined 

Danaher Corporation in July 2002 in the position of Vice President-Audit and Reporting and was appointed 

Vice President-Chief Accoundng Officer in March 2003. He was appointed Senior Vice President-Chief 

Accounting Officer in March 2010. 

ITiomas N. Willis. President 

Mr. Willis hnu been tlie Presidenf 4>f44a4ee-îii

Mr. Sehwertner has been the Assistant Secretary and Assistant Treasurer of Mateo since December 2003 and 

has been the Tax Director of Danaher Corporadon in Washington, D.C. since July 1996. 

Thomas M. Hill. Treasurer and Vice President. Finance, and TreasBfer 

Mr. Hill has been the Treasurer of Mateo and the Vice President, Finance, and TreaGurer of_adlbin Mateo since 

January 2007. Mr. Hill was Director of Finance - Danaher Corporate Audit in Washington, D.C. from 

October 2005 to January 2007, the VP of Finance and Administration for Oldcastle Retail, Inc. in Charlotte, 

NC from October 2003 to October 2005; a Director of Finance from October 2002 to October 2003 and 

Director of Financial Reporting from September 1999 to October 2002 for Actema Corporation in Research 

Triangle Park, NC. 

Ernest C. Lauber. Senior Vice President. Sales 

Mr. Lauber has been the Senior Vice President, Sales efwithin Mateo since March 2010, and was the Vice 

President, Marketing and eCommerce ¥ri4hwithin Mateo from September 2005 to March 2010, and a Hardline 

Product Manager from 1997 to January 2002. Mr. Lauber was also Team Leader with the Danaher Tool 

Group in Gastonia, North Carolina fromJanuary 2002 to July 2003, and Vice President, Marketing at Delta 

Consolidated Industries in Hunt Valley, Maryland fromJuly 2003 until September 2005. 

Anthony D. Stohlmeyer. Vice President. Human Resources 

Mr. Stohlmeyer has been the Vice President, Human Resources efwithin Mateo since February 2006. Prior to 

joining Mateo, Mr. Stohlmeyer was the Director of Human Resources for Danaher's Sensors and Controls 

Group from March 2004 undl February 2006. Prior to joining Danaher, Mr. Stohlmeyer was the Director of 

Human Resources for Slater Steel in Fort Wayne, Indiana, with responsibility for U.S. and Canadian 

operations from June 1999 until March 2004. 

Michael K. Smith. Sr.. Vice President. Materials and Engineering 

Mr. Smith has been the Vice President, Materials and Engineering within Mateo since January 2003 and was 

the Director of Materials and Engineering from November 1998 undl December 2002. He held the position of 

Director of Materials with MTC fromNovember 1997 to November 1998. 

John C. Green. Vice President. Marketing and eCommerce 

Mr. Green has been the Vice President, Marketing and eCommerce within Mateo since June 2010. Prior to 

joining Mateo, Mr. Green was General Manager with Fluke, a Danaher Company, of the Amprobe business 

unit in Everett, Washington from April 2008 until June 2010; of the Analytic and Diagnosdc Tools business 

unit in Everett, Washington from January 2007 until April 2008; and of the Electrical business unit based in 

the European Headquarters located in Eindhoven, The Netherlands from April 2005 undl January 2007. 

Richard M. Smeareheck. Director. Financial Services 

Mr. Smeareheck has been the Director, Financial Services efwithin Mateo since March 2008 and was the 

Manager, Open Purchase Accounts of Mateo fromMarch 1987 undl March 2008. 

Michael S. Swanson. Director. Distributor Development 

Mr. Swanson has been the Director, Distributor Development efwithin Mateo since November 2010. He was 

the National Distributor Development Manager of Mateo from July 2007 undl November 2010 and a Mateo 

Regional Manager from January 2004 undl July 2007. Prior to January 2004, Mr. Swanson held posidons of 

Nadonal Franchise Sales Manager, Nadonal Sales Development Manager, Manager of Distributor 

Mateo 2012FDD/PK ^^»7§4a444j49051« 01/09/4412

Communicadons, District Business Manager and started his career with Mateo in 1988 as a Mobile Tool 

Distributor. 

(3) LITIGATION 

PENDING ACTIONS 

A. As of December 31, 201^2011. and from January I, 2»142012 through February 15, 

20112QI2, except as otherwise noted, the following easeseasefsl have been filed against (or involved eases 

with counterclaims alleged against) Mateo and/or its current or previous affiliated companies by current or 

previous Mateo distributors and/or District Managers, and, in some cases, by distributors jointly with their 

spouses. The information below also includes any individuals who are current Mateo officers, directors, or 

employees and named as additional defendants. Bxcepi as otlierwj:5e4ndiel-^4i^ 

noRdifte4eswer--omi-&&i^ffi—a«d^%r inisrepresentationft regarding:—earnings jxjlential^ personal and buftiness 

expenses required, capital required, financial risk, exoktsiye-nature of temtory, sufficiency of territory and 

oustomeFbase;"trflifH»g-mKl-assistarK-e^v.-a^^^^ 

in the pretrial stage- 

None. 

Mateo Collection jê/f^wfr-During the fiscalyear-etided4ê6emfeCT-44T-2014)î-eayHjkiffls-fil^ 

by Mateo against'distributors for monies owetl to Matco for goods sold and delivered to the distributor that are 

sdH-pending are described below- 

Q-. David B. Villano, III and David B. Villano, Jr. v. TD Bank, Danaher Corporation, and 

NMTC, Inc. d/b/a Mateo Tools; Civil Acdon No. 3:1 l-CV-06714-PGS-DEA, US District Court for the 

District of New Jersey (filed November 14, 2011). The plaintiffs, David B. Villano III, a Mateo 

distributor, and David B. Villano Jr., the father of the distributor and a guarantor of the distributor's 

business loan, filed a Complaint against Mateo, Mateo's parent, Danaher Corporadon, and TD Bank, 

the successor to the bank that provided an SBA-guaranteed business loan in 2004 to the distributor. 

The Complaint includes a claim for fraud and civil conspiracy against TD Bank, Mateo, and Danaher, 

based on allegations that Mateo, with the knowledge of Danaher, supplied the bank with fraudulent 

and decepdve financial projections that were used by the bank in making the loan. The Complaint 

also includes two claims, against only TD Bank and not Mateo or Danaher, for a violation of the New 

Jersey Consumer Fraud Act and a violadon of the New York Decepdve Acts and Pracdces Act, in 

grandng the loan to distributor. The plaindffs have requested an unspecified amount of damages 

(including compensatory, consequendal, expectation and punidve damages), attorney's fees and costs. 

The plaintiffs have asserted these claims on behalf of themselves, and on behalf of an alleged class of 

unnamed Mateo distributors. The ease is pendingT On February 1. 2012. Mateo and Danaher filed a 

motion to stay the case pending^bitration or tnansfer the ease to the NQflhem_DLstricLof Ohio. Mateo 

and Danaher deny all of the charges, and intend to file responses when due.—Mateo and Danaher 

intend to vigorously defend this suit. 

Bill Gavlick v. NMTC. Inc.. d/b/a Mateo Tools, and Danaher Corporation: Civil Action No. CVl l- 

05713 PSG. U.S. District Courtjbrjhe Northern District of California ffiled on November 29. 2011). 

Tlie plaindff was a Mateo distributer whose distributorship agreement was temiinated for failing to 

Mateo 2ai2.FDD/PK 35575.1251 8219051.8 03/09/4412

operate the distributorship in accordance with the agreement. The plaindff tiled, but did not serve, an 

amended complaint pro se on JanuaryJT. 2012. The Amended Complaint alleges minimum wage and 

overtime violations of the Fair Labor Standards Act and the California Labor Code; unfair compedtion 

in vipladon of California Business Professional Code §17200; wrongful termination in vipladon of the 

California Franchise Reladons Act and the Seller Assisted Marketing Plan Act; common law fraud; 

and breach of contract. The_i2laintifOiaS-Jgmested aiLJjn$peeifi^d_amQ]J.Dt of compensatory, 

ej)ns.equeMiaJ.>.-liq.u.idat_ed, punLtive, ajLd_e_xenTolary damages4_injunctixe_xeliefuatCT^ 

fees and costs. As of February 15. 2012, the First Amended Complaint has not been served on Mateo, 

and Mateo has no obligation to respond. However. Mateo and Danaher denv all of the charges. In 

addidon. if this case proceeds, Mateo and Danaher intend to file responses when due, and Mateo and 

Danaher intends to vigorously defend this suit. 

_B, Ma.tcjiCMkMi(y}LAetions._JD^^^ December_3J^2011, any claims filed 

by Mateo against distributors for monies owed to Mateo for goods sold and delivered to the distributor that are 

still pending are described below. 

None. 

CONCLUDED ACTIONS 

During the 10-year period immediately preceding December 31, 20-V02Q11, and from January 1, 20 H 2012 

through February 15, 20-I42Q12, except as otherwise noted, Mateo and/or its current or previous affiliated 

companies, and/or one or more of its current employees, have been the subject of the following legal 

proceedings (or were the subject of counterclaims in the following legal proceedings), which have since been 

concluded. These cases were initiated by current or previous Mateo distributors, and, in some cases, by 

distributors jointly with their spouses. Unless otherwise indicated: the plaindffs alleged some or all of the 

following: (i) fraud, (ii) misrepresentation, (iii) violation of a franchiselaw, business opportunity law, or seller 

assisted marketing plan law, (iv) unfair or deceptive practices (including states' "Little FTC Acts" and 

interference (with business advantage, with contract, or otherwise), and (v) breach of contract (including 

breach of the implied covenants of good faith and fair dealing). 

A. The following eases were resolved, at least in part, in favor of the plaintiff 

NMTC, Inc. d/b/a Mateo Tools, a Delaware Corporation v. Marlowe; Ohio, American Arbitration 

Associadon, Cleveland, Ohio office. Case No. 53 180 E 00474 06 (filed July 17, 2006). Claims: 

Mateo filed a claim against Respondent for monies due and owing from goods sold and delivered to 

Respondent under several agreements including but not limited to a Distributorship Agreement and 

Promissory Note. Damages Sought: $21,265.85 plus attorney's fees, interest and arbitradon costs. On 

October 20, 2006 Respondent filed a counterclaim against Mateo. Claims: Breach of Distributor 

Agreement and Incentive Agreement and fraudulentinducement to enter into Distributor Agreement. 

Damages Sought: $124,500.00 plus attorney's fees, interest and arbitration costs. On January 31, 

2007, Marlowe agreed to dismiss with prejudice all counterclaims asserted against Mateo and pay 

Mateo the sum of $ 16,992.00 by or before March 2, 2007. 

NMTC, Inc. d/b/a Mateo Tools v. David G. Mast; Tennessee, In The Chancery Court Of Sullivan 

County, Civil Acdon No. K0032162 (filed August 21, 2002). Mateo filed a Complaint for a 

temporary restraining order to enforce a non-compete agreement against Defendant, a terminated 

distributor. Defendant filed a motion to dismiss and the following counterclaims: breach of contract, 

tortuous interference with contract and economic relations, fraud, unfair competition, unfair trade 

practices, wrongfiil termination and unjust enrichment. Relief and/or Damages Sought: Actual 

damages upon each of the listed counts in an amount not less than $75,000 for each count, punitive 

Mateo 2m2.FDD/PK ^5^?^r4a#44a4mU 03/09/4412

damages in the amount of $500,000 and judgement for costs of lidgadon including reasonable 

attorney fees and expenses. On March 26, 2003, Mateo agreed to dismiss with prejudice its Claims 

against Defendant in exchange for Defendant dismissing with prejudice its counterclaims against 

Mateo. No other consideradon was exchanged. 

NMTC, Inc. d/b/a Mateo Tools v. Duane L. Ward; Tennessee, In The Chancery Court Of Sullivan 

County, Civil Acdon No. C0016390 (filed August 21, 2002). Mateo filed a Complaint for a 

temporary restraining order to enforce a non-compete agreement against Defendant, a terminated 

distributor. Defendant filed a motion to dismiss and the following Counterclaims: breach of contract, 

tortuous interference with contract and economic reladons, fraud, unfair competition, unfair trade 

pracdces, wrongful terminadon and unjust enrichment. Relief and/or Damages Sought: Actual 

damages upon each of the listed counts in an amount not less than $75,000 for each count, punidve 

damages in the amount of $500,000 and judgement for costs of lidgadon including reasonable 

attorney fees and expenses. On December 16, 2002, Mateo agreed to dismiss with prejudice its 

Claims against Defendant in exchange for Defendant dismissing with prejudice its counterclaims 

against Mateo. No other consideration was exchanged. 

B. The following cases resulted in confidential settlement agreements (unless otherwise 

indicated below) entered into after April 25, 1993 between the parties on the dates so indicated whereby Mateo 

agreed to pay a sum of money to the plaintiffs and/or forgive debt as set forth below: 

Collins V. Mateo Tools Corporation, A Division of Danaher Corporation & Mike Ramey; Alabama, In 

the Circuit Court For Jefferson County; Civil Acdon No. CV02-6642 (filed November 1, 2002). 

Claims: Deceit, legal fraud, misrepresentation, suppression and breach of contract/estoppel. Relief 

and/or Damages Sought: Damages in an amount which will adequately compensate for injuries and 

damages sustained plus post judgment interest and court costs. The case was removed to The United 

States District Court For the Northern District of Alabama, Southem Division; Civil Action No. CV- 

02-N-2943-S (December 3, 2002). Mateo and the plaindff participated in mediadon before a trial, and 

agreed to settle this matter. Mateo paid the plaintiff $45,000. Both parties signed a settlement 

agreement and release. The case was dismissed on December 3, 2003. 

LaRussa v. NMTC, Inc. d/b/a Mateo Tools, a Delaware Corporation; Arizona, In The Superior Court 

Of The State Of Arizona In And For The County Of Pima; No. C20056258 (filed November 9, 2005). 

Claims: breach of contract, tortuous interference with business expectancy, inlendonal interference 

with contractual relations, tortuous bad faith and negligence. Relief and/or Damages Sought: relief in 

such a sum of money as to adequately compensate Plaintiff for damages to be proved at trial, 

statutorily authorized attorney fees and costs, punidve damages and further relief as the Court and 

Jury deem appropriate and just. On October 30, 2006, plaindff put forth a settlement demand of 

$122,473. On April 25, 2006 Mateo successfully removed the case from the above State Court to The 

United States District Court for the District of Arizona, Tucson Division; No. CV-05-751-TUC-FRZ 

(filed April 25, 2006). On June 19, 2007, the plaintiff agreed to accept Mateo's offer of $43,375 to 

resolve the disputed issues. Settlement and release documents were signed June 29, 2007. 

C. Mateo Collection Actions. During the fiscal year ended December 31, 20102011, if Mateo 

filed claims against distributors for monies owed to Mateo for goods sold and delivered to the distributor and 

these matters were resolved by the end of the fiscal year, they are disclosed below. 

None. 

Other than the 61 actions described above, no litigation is required to be disclosed in this Item. 

Mateo M2JDDfPK i^^^S4^&Ui43imi 03/09/4412

No bankruptcy is required to be disclosed in this Item. 

No Inidal Fee 

(4) BANKRUPTCY 

(5) INITIAL FEES 

There is no initial franchise fee payable by you for the Distributorship. 

Inidal Inventory Purchases 

You are required to purchase an initial inventory of Products from Mateo (the "New Distributor Starter 

Inventory") before the date you begin operadng your Disdibutorship. In some instances, your inidal 

inventory may be acquired from a predecessor disd-ibutor. Currently, the minimum New Distributor Starter 

Inventory is generally $54,000. However, this amount may not be uniform for all Distributors, and may range 

from $50,000 to $60,000 (see Item 7). In 20442011. the minimum New Distributor Starter Inventory was 

generally $54,000, even though the New Distributor Starter Inventory ranged from $50,000 to $60,000 

(depending upon the inventory selected). If you qualify, all or a portion of the cost of the New Distributor 

Starter Inventory may be financed through Mateo (see Item 10). 

"6-Month Test Drive" fTennination bv Distributor During First Six Months'). If vou terminate the 

Distributorship Agreement for any reason within six months after the date of the Distributorship Agreement 

and vou have not failed to operate the Distributorship for more than 6 "business davs" in total, or more than 3 

consecutive "business davs", during this period, then Mateo will fil accgpLibr return all new Products 

aiircha_sed_by_jheJDj.slri 

or froniJd3lco_duri.ng_ihaJ^_._^^ 

Distributor's open purchase account an amount eoual to 100% of the Distributor's purchase price for the 

returned Products ("i.e.. a restocking fee will not aoplv assuming all conditions are satisfied), and (ii) credit 

your open purchase account for the lesser of (a) S2,700, fb) an amount equal to two mQllths_of pavments under 

the Distributor's Mateo Mobile Store lease or purchase agreement, or (c) the amount required to tenninate the 

Mobile Store lease if less th_an two payments. You and Mateo will sign a joint and mutual release of all claims 

that each of the parties and their affiliates, emolovees and agents mav have against the other in such fonn as 

Mateo may specify. However, you will remain liableJorjny indebtedness to MatCiijinde!U.h_eJ3istrilMt 

Agreement or the operation of the Distributorship and anv such indebtedness will be excluded from the mutual 

release. A "business dav" is a weekday in which the shops or locations on the List of Calls are open for 

business, and "failed to opg_mte!ljneans not perfonning the typical route funcdons fsuch as customer visits, 

sales, and collection of monies owed). 

Except as specified in „the.,6-Month Test Drivg^QlLcv. or in Mateo's tool retu_rn_RQl.LCxJhe_cost of the_New 

Distributor Starter Inventorv is non-refundable. Currentlv. Mateo's tool return policv permits disnibutors to 

return eligible products for credit, subject to a restockinî fee rif applicable), during the Tenn of the 

Distributorship Agreement, or at the expiradon or terminadon of the Distributorship Agreement. In particular. 

under Mateo's current tool return policv, if products are returned during the Term of the Distributorship^ a 

distributor will receivg_jj;rei.iLt.Qiiis/]herI)ueiLP^^^^ Account that may be usg-d-fflr future purchases. If the 

Distributorship Agreement is terminated, the current policies provide that vou may return certain Products to 

Mateo feFiH-edit. Tha.in^hich_case a credit will be applied to your account, or a refund will be given to you. in 

acoordanco with Matoo'a tool return policy then in effect when such Producta are rotumed. Matoo'ij cun-ent 

tool rolum policy provides that Mateo will accept Products that are not used, abuflcd, incomplete, discontinued, 

or iipeciol ordered itomo. In addition, Producto muot bo relumed in their original container and packaging. All 

Products that Mateo accepts under the tool return policy will be subject to a 15% rostoclting charge-imid_tQ 

vou. Mateo may modify the tool return policy from time to time. Except as opccifiod in Mateo's fSee Items 6 

aiid 11 for additional discussion of the tool return policy, the cost of the Now Distributor Starter Inventor)^ is 

non-refiHHlable:;^ 

Mateo 2m2_FDD/PK ^^^?54a44434SaiLS 03/09/4412

Time Payment Reserve 

You must, at the time you sign the Distributorship Agreement, deposit an amount into your "Time Payment 

Reserve" account held by Mateo. The amount of the Time Payment Reserve account deposit may vary from 

Distributorship to Distributorship, but Mateo requires a minimum deposit of $18,000. The purpose of the 

Time Payment Reserve account is to provide a source of funds in addidon to cash collecdons to assist you in 

maintaining your inventory at adequate levels during the early development of your Distributorship. 

Credit sales made by you to your customers are referred to as "Time Payment" sales. When you make a Time 

Payment sale, you will extend personal credit to financethe customer's purchase of Products. You establish 

the terms and condidons for Time Payment sales to your customers, such as down payment, repayment 

schedule, interest charged, credit limits, and creditworthiness. However, Mateo generally recommends that 

you require full payment on Time Payment sales in five to nine weeks. As you extend credit for Time 

Payment sales, you bear the risk of loss due to non-payment. Time Payment sales typically comprise a 

significant percentage (generally about 70%) of most distributors' sales. 

Every week you will be required to send Mateo, via the MDBS Software (defined below), at our headquarters 

your current Time Payment acdvity from your business records. 

Your Time Payment Reserve account will be accessed automadcally by Mateo, on your behalf each week. The 

amount withdrawn fromyour Time Payment Reserve account will be used to pay for your Product inventory 

purchases. The amount withdrawn will be determined by calculadng the net change in your time payment 

balances from week to week. The net change in your dme payment balances, which is expressed as the retail 

cost of the Products sold, will be discounted by a factor to determine the approximate net cost value of the 

change in your dme payment balances. The dme payment transfer transacdon will be drawn out of your Time 

Payment Reserve account and the credit will post directly on your weekly Open Purchase Account statement. 

Transfers fromyour Time Payment Reserve account to pay for Product purchases will occur during periods of 

growth of your Time Payment sales balances. During periods within the first twelve months of business or 

when Time Payment sales balances decrease below Mateo's required levels, you will be required to deposit 

addidonal funds in your Time Payment Reserve account. Mateo will invoice your Open Purchase Account and 

credit your Time Payment Reserve account to fimd the replenishment. Mateo's current policy provides that if, 

at the end of twelve months following your commencement of operations, there is any balance remaining in 

the Time Payment Reserve account, and your inventory meets or exceeds the starter inventory level, that 

amount will be credited by Mateo at its option to either your Open Purchase Account or promissory note. If 

your inventory level falls below that of the starter inventory, the Time Payment Reserve must be used to 

increase your inventory to the level of your original starter inventory. Any remaining Time Payment Reserve 

will be credited to your Open Purchase Account or promissory note. 

All Time Payment Reserve account monies on deposit with Mateo will earn interest at a rate of one quarter of 

one percent (1/4%) over the Fannie Mae Home Loan-b: bank money market rate as reported in Barron's. At 

all times the money on deposit in your Time Payment Reserve account remains in your personal account to be 

used only as described above. The deposit to the Time Payment Reserve account is required of all distributors, 

although it may not be uniform in amount. 

Transfers of Time Payment Accounts Receivable 

If you are replacing an existing Mateo distributor who is redring or selling a Distributorship business, you may 

be offered the opportunity to purchase the preceding distributor's outstanding Time Payment accounts, if any, 

from the List of Calls and Polendal Customer List. Under normal circumstances, Mateo's poHcy is to 

recommend that you purchase the Time Payment accounts from the previous distributor in accordance with 

current industry practice, which is to purchase qualified Time Payment accounts at 75% of their value. This 

10 

Mateo 2Qi2.FDD/PK 55575455-14^49010 03/09/4412

percentage may only be exceeded with Mateo's prior written approval. Mateo also normally recommends that 

you setde the Time Payment accounts with the previous distributor only after you have had at least twenty-five 

(25) business days to evaluate the creditworthiness of the Time Payment accounts purchased. Upon mutual 

agreement of you and the previous distributor, payment is typically effected by a transfer of funds on deposit 

with Mateo from your Time Payment Reserve account to the previous distributor. There may be accounts with 

higher balances from the previous distributor that can be collected by you (without purchasing the accounts). 

The recommended policy on these higher balance time payment accounts allows you to keep 15% of the 

weekly collecdons and remit the remaining 85% to the previous distributor via the "Collected in behalf 

process in MDBS Software. This percentage may only be exceeded with Mateo's prior written approval. 

Computer Sofhvare License Expenses 

Mateo has developed computer software for the exclusive use of its distributors. Mateo's proprietary 

copyrighted software system, called the Mateo Distributor Business System ("MDBS Software"), is designed 

to assist you in minimizing paperwork, managing your List of Calls and route, handling inventory, receivables 

and order processing functions, and performing other tasks relating to operating the Distributorship. To ensure 

performance and software compatibility, your MDBS computer and software is restricted to your Mateo 

business related funcdons. For example, to protect your computer from viruses, worms and spyware of any 

nature and to insure that the MDBS Software is not compromised, your MDBS computer should not be used to 

browse the Internet for personal use, it should not be used for gaming, and other third-party sofhvare should 

not be loaded and executed on the computer. You must sign the Mateo Distributor Business System Software 

License, Maintenance and Support Agreement (the "Software License Agreement") attached to this 

Disclosure Document and pay Mateo the initial sofhvare license fee, which is currently $799, prior to the date 

you begin operadng your Distributorship. There will be a one-dme charge of an additional $100 for Hcensing 

Credit Card Processing Sofhvare that interfaces with the MDBS Sofhvare. The Software License Agreement 

is for an inidal term of one year, with automatic renewals for addidonal one year terms. Beginning with the 

second month of the Sofhvare License Agreement and each year thereafter, you will be required to pay an 

annual software maintenance fee, which is currently $400 for systems meedng Mateo's required specificadons. 

Begirming with the second anniversary of the date of the Software License Agreement, if you have a system 

that does not meet Mateo's required specifications, including manufacturer, model, configuradon, operadng 

system, virus protecdon and/or non-Matco-specified use of third-party software and Internet sites, the annual 

charge for systems maintenance and support will include, in addition to the $400 fee, an annual charge of $400 

until you comply, to Mateo's sadsfaction, with Mateo's required and exact PC configuradon and/or removal of 

non-Matco specified third party software. Computer software license expenses are non-refundable, and are 

uniformly imposed on all distributors. 

Web Page Set-Up Fee 

Mateo has established a Website for the endre system and offers you a web page (or subpage) on Mateo's 

Website. You are required to sign the Mateo Tools Web Page Agreement (Exhibit Q to the Distributorship 

Agreement). Under this Agreement, you will have your own subpage on Mateo's website. Also, you must pay 

Mateo a one-dme web page set-up fee of $ 195 at the execudon of the Web Page Agreement. 

Document Processing Fee 

When you elect to start a Mateo franchise, Mateo will prepare franchiseand financial documents for you to 

review and execute, and, if necessary, will file applicable documents with state agencies as required. The 

processing/filing fees will be $99. You must pay this fee to Mateo upon signing the Distributorship 

Agreement. 

Incendve Programs 

VetFran Program. Mateo participates in the VetFran Program (Veterans Transition Franchise Initiative) that 

11 

Mateo 21112_FDD/PK 55575.1251 l2i9QlLS 02/09/4412

was established by the International Franchise Association in cooperadon with the U.S. Department of 

Veterans Affairs, the Veterans Corporation, and the U.S. Small Business Administration. Mateo will provide 

to each new disdibutor who is an honorably-discharged U.S. veteran $5I£,000 of hand tools (valued at list 

price) at no charge. Mateo will require proof of eligibility from those prospecdve distributors who wish to 

take advantage of the incentives offered under the VetFran Program. 

Drug Testing Policy 

For Prospective Franchisees/Distributors. As of April I, 2009, Mateo implemented a drug testing policy for 

prospective franchisees/distributors.If you are interested in acquiring a Mateo franchise,and you proceed 

successfully through die applicadon process, before we grant a franchiseto you, you must take and pass a drug 

test. The test, which is cuirendy intended to test for alcohol and illegal drugs, will be administered by a third 

party testing company, and the results will be provided to you and to Mateo. It will be administered at a 

facility within a reasonable distance from your home, and you must take the test within 5 days of our nodce to 

you. The current cost of the test, or lab fee, is less thanapproximately $50 per test, and we expect that-the eost 

will be S35 per applicant. If you fail the test, you will not be granted a franchise,and you will not be required 

to pay the fee. If you pass the test, you will be granted a franchise,and the cost of the test, or lab fee, will be 

charged to your "Open Purchase Account" (or "OPA"), and will be repaid over time based on your collecdons 

or revenues in your business. In connection with your application for the Mateo franchise,in addidon to the 

applicadon forms, credit check authorizadon, and other documents, you must sign a consent to the alcohol and 

drug testing. A copy of our current consent form is attached to this Disclosure Document as Appendix I. 

For New/Existing Franchisees/Distributors (during the term of the franchise). As noted above, as of April I, 

2009, Mateo implemented a drug testing policy for prospecdve franchisees/distributors.In addidon, Mateo 

Tools implemented a drug testing policy for franchisees/distributors who are new to Mateo beginning on or 

after April 1, 2009, or otherwise sign a Distributorship Agreement with Mateo in 2009 or in the future. In 

addition to the drug testing for prospecdve franchisees/distributors,exisdng franchisees/distributorsmust 

undergo periodic or random alcohol and drug tesdng, at Mateo's direcdon. You must sign a consent to the 

drug testing that will apply during the term of your Distributorship. Mateo will bear the cost of any testing or 

lab fees. Also, in the event you fail a drug or alcohol test, Mateo will have the right to terminate your 

Distributorship. 

(6) OTHER FEES 

Type of Fee' 

,(1) 

Amount 

Due Date 

Remarks 

Minimum 

Inventory 

Purchases 

Maintain an inventory of Products at least 

equal to the starter inventory; 80% of the lesser 

of the Nadonal Distributor Purchase Average 

or the District Distributor Purchase Average; 

and maintain a ratio of purchase average to 

total sales of at least 60%*^* 

Weekly 

See Items 8 and 

12 

Computer 

Maintenance and 

Support 

Charge*^* 

$400 or $800 

Annually 

See Items 5 and 7 

Addidonal 

Training Fee (for 

spouse) 

$295 

On or before 

training starts 

See Item 11 

Mateo 2!li2.FDD/PK S^??5743544442tmX 

.12, 

ili/09/44j[2

Web Page 

Maintenance 

Fee^^' 

$195*^* 

Aimually, on the 

anniversary date of 

Web Page 

Agreement 

See Note 6 

Insurance*^' Varies (see Item 7) See Note 7 See Note 7 

Late Fee on 

OPA 

5% of amount due, per week; maximum $100 Upon invoice or 

demand 

See Item 10 

Inventorv 

Returns^ 

Restocking Fee 

J S^lreJlQckingJee (35% in limited 

circumstances) 

yplin invoice or 

demand, chargedJ.Q 

OPA (restocking 

fee) 

See Note,^ 

Repair Kits $10 to $40 per kit (but. generally $10 oer kit) Upon invoice or 

demand 

See Note 9 

Notes: 

(1) You are not required to pay any monthly or periodic royalty, franchise, license, advertising or other 

fee (except the annual sofhvare maintenance fee described below) during the term of the 

Distributorship Agreement. 

(2) You must purchase a minimum amount of Products from Mateo on a regular basis, at least equal to the 

following: (i) maintain a minimum inventory of Products equal to or in excess of the New Distributor 

Starter Inventory; (ii) on a weekly basis, purchase Products from Mateo in an amount not less than £a} 

80% of the "National Distributor Purchase Averager^" fsomedmes referred to as "NDPA") or (h) 80% 

of vour "District Distributor Purchase Average" (sometimes referred to as 'PDFA"), whichever is 

less, based on your 12-month rolling average, or, if you have been operating the Distributorship for 

less than 12 months, based on your year-to-date average; and (iii) maintain a minimum of a 60% ratio 

of a calculation of your year-to-date purchase average divided by your year-to-date sales average. 

As of December 31, 204^2011. the "Nadonal Distributor Purchase Average" was $3,00^3M. The 

National Distributor Purchase Average is determined by dividing the total number of active Mateo 

distributors for any given weekly period during a calendar year into the year-to-date total dollar 

amount of qualifying Mateo Products purchased by such distributors during such poriod.j^ The 

ealeulatieft-of4he4âtienaipistric Distributor Purchase Average deesis calculated in a similar manner 

as the NDPA. except the comparison group includes only distributors in vour district. The 

calculations of the NDPA and DDPA do not include the purchases of Mateo Products by new 

distributors as part of their New Distributor Starter Inventory. In addidon, you must at all dmes 

maintain your inventory of Products at a level at least equal to the New Distributor Starter Inventory. 

(3) The computer maintenance and support charge is payable on the second month of the term of the 

Software License Agreement and annually thereafter upon the anniversary date of the Sofhvare 

License Agreement. The current annual charge is $400, and this amount is subject to change by 

Mateo from time to time. Mateo has set specific hardware requirements in order to ensure proper 

funcdoning of the MDBS Sofhvare. The hardware specifications for the computer system are 

described in paragraph 4 of the Software License Agreement. 

(4) In the second year of the Sofhvare License Agreement, the annual maintenance and support charge 

may include an addidonal $400 charge if your system does not satisfy our required and exact PC 

_13_ 

Mateo 2aRFDD/PK ;»j»?^4^^-U349051.8 .01/09/4412

manufacturer, model, configuration operating system, virus protection and/or non-Matco-specified use 

of third-party software and Internet sites. Software maintenance and support does not include MDBS 

Software support services assisting in the removal of viruses, worms or spyware of any nature. This 

service may be available from Mateo at $50/hour. (See Item 5 above and Paragraphs 2 and 6 of the 

Sofhvare License Agreement.) 

(5) If you or your initial operator elects to bring your or his/her respective spouse to the New 

DistributorMatco Business System Training (MBST) Program, Mateo will charge you a flat fee in the 

amount of $295, for food, lodging, and local transportation. Mateo encourages you to bring your 

spouse to the New Distributorship Training Program. 

(6) In late 2000, Mateo created and maintains a ftew-Website, and offsFedofib^ all Distributors the 

opportunity to have his/her own web page on the Mateo Website. The Distributor must sign Mateo's 

"Mateo Tools Web Page Agreement" (currendy attached as Exhibit Q to the Distributorship 

Agreement). The Web Page Agreement requires a one-dme $195 set-up fee (see Item 5 above), and 

an annual maintenance fee of $195 per year. The Distributor must comply with Mateo's web page 

policies which can be modified at Mateo's discretion. 

(7) If you do not obtain and maintain the required proper insurance coverage required under the 

Distributorship Agreement, Mateo may purchase the insurance on your behalf and will charge your 

Open Purchase Account for the premiums paid. (See Distributorship Agreement, Article 5.3.) 

fS) 

Mateo's current tool return policy fsee Items 11 and 161 provide that a distributor mav return eligible 

tools and other inventorv that the distributor purchased from Mateo for credit. Mateo will charge a 

15% restocking fee for many, but not all, returned products. Tlie 15% restocking fee is based on the 

disiabutor's._price_jiaid_for the„PraduM_atjhe_Qriîn.aLda oLgyrehase fto the exteatxecords are 

available^ Products that are rehjmed that are used, damaged^ not in the original packaging. 

discondnued, special order, or high obsolescence electronic products will not be accepted..for return. 

For items returned without the proper paperwork, the restocking fee ..will be 15%, plus an additional 

20% of the distributor purchase price of the Product. For warranty items that are returned for repair, 

there is no restocking fee (êxcept if the products are returned without the proper paperwork or 

shipping documents. Mateo will charge a fee equal to 20% of the distributor purchase price of the 

product). T3ie_Lestocking fees willJiechargfi^rlf^^^ 

OBen PurchaseAccounL 

t9) As a distributor vou must perfonn certain warranty service funcdons in the field at the customer's 

place of business. These "in the field'' services include the repair, of ratchets and toolboxes. For 

ratchet warranty repairs, you must purchase ratchet repair kits, at a cost of SlO to $40 per kit fbut most 

kits are $10 per kit). You must return the defective part to Mateo, and pay the shipping/freight 

charges. Mateo will credit the cost of the ralchet warranty repair kijupon return,of the defective parts 

to Mateo. Mateo includes ratchet warranty repair instructions on its website for distributors. fSee also 

Item 11 belo,w for a discussion of in the field wan'anty repairs.) 

Each fee is imposed by and payable to Mateo, and are uniformly imposed on all distributors (unless otherwise 

noted). All fees are nonrefundable. However, the Product inventory that you are required to purchase on a 

tfM^fttyvw_.eekly basis is resalable. 

Mateo does not have advertising cooperatives. 

Mateo 20I1FDD/PK ^S5?§4-3^445420iLS 

.14. 

0.V09/4412

(7) ESTIMATED INITIAL INVESTMENT 

YOUR ESTIMATED INITIAL INVESTMENT 

This table provides an estimate of your initial investment for your Mateo® Distributorship. 

Type of Expenditure 

Amoimt: 

Estimated Range Of 

Cost (Low-High) 

Method of 

Payment 

When Due 

To Whom Payment 

Is To Be Made 

Initial Inventory^' $50,000 - 60,000 Lump Sum Prior to Start Mateo or 

Predecessor 

Distributor 

Acquisition and 

Establishment of Time 

Payment Reserve 

Accounts-' 

TfiKrkMobile Store - three 

months lease payments- 

$18,000-23,000 Lump Sum Prior to Start Mateo and/or 

Predecessor 

Distributor 

$3,'100 8Q800- 

105,000 

Monthly 

Installments 

Monthly/Upon 

Delivery 

Dealer or leasing 

company 

Computer Hardware- $2,600 - 2,900 Lump Sum Monthly/Upon 

DeUvery 

Supplier 

Computer Software and 

Intemet Service^' - three 

months payments 

$1,641-2,404 Monthly 

Installments 

Prior to Start 

Mateo and Intemet 

and Credit Card 

Service Providers 

Insurance - three months 

premiums^' 

Travel, Lodging and Meal 

Expenses- 

$915-2,500 Lump Sum Prior to Start Supplier 

$170-2,515 Lump Sum Prior to Start Airlines, Hotels & 

Restaurants 

Professional Services- $150-2,000 Lump Sum As Arranged Attorneys, 

Accountants and 

other professionals 

Fixtures, Supplies, 

Licenses^' 

Additional Funds - three 

months^' 

$500-3,000 Lump Sum Prior to Start Suppliers 

$5,000- 13,500 Lump Sum Prior to Start Suppliers, as 

incurred 

TOTAL $82,376 $191776 - 

Sm8l9 

Notes: 

Payments are not refundable unless otherwise noted. 

(I) 

Your initial inventory will cost between $50,000 and $60,000. The current Distributor Starter 

Inventory is generally $54,000. You must maintain or exceed this amount of inventory during the 

term of your Distributorship. This amount may increase periodically, due to various factors, such as 

the cost of goods, the product mix, and/or the introduction of new tools (see Item 10). If you qualify, 

15 

Mateo 20iZFDD/PK 3^>^-?^44^420iLS_ .03/09/4412

Mateo will finance up to $72,000 (with no down payment) of the estimate for inidal inventory 

($54,000) and Time Payment Reserve ($18,000). You must maintain or exceed this Time Payment 

amount during the term of your Distributorship. Mateo's interest rate, which ranges fromPrime Rate 

plus 5% up to Prime Rate plus 7%, will be based on your credit score at the time of submitdng your 

Applicadon. Mateo may also consider additional factors, such as the amount financedover/under the 

starter inventory ($54,000), in determining your final interest rate. This factor, or others, could cause 

your interest rate to be lower or higher than the rate that is based solely on your credit score, with a 

variation of plus or minus 2%. Assuming a principal amount of $72,000 at an annual percentage rate 

of 8.25% (Prime Rate plus 5%), weekly payments of $203.76 would be made over a 120-month term. 

With an aimual percentage rate of 10.25% (Prime Rate plus 7%), weekly payments of $221.89 would 

be made over a 120-month term. (See Note 2 and Item 10.) 

All products are subject to the tool return policy that are then in effect if you return the products. (See 

Items 5. 6. 11 and 16 for additional discussion of the tool return and warranty policies.) 

In certain situations, Mateo may also finance a portion of your initial purchase of inventory and Time 

Payment Reserve in excess of the estimated, or generally expected, levels of inventory and/or Time 

Payment Reserve. However, your additional purchases of initial inventory and Time Payment 

Reserve may exceed the amount Mateo will financetoward your initial investment. 

(2) In certain situations, Mateo may financeall or a portion of the Time Payment Reserve amount. 

(3) The Mobile Store is the required vehicle, or truck, that vou will use to visit customers, stock 

inventory, and sell products. The lower range of the estunated cost is an amount equal to three 

monthly lease payments of $8001JJi3 and down payment of $l,O0QfHlQ on a used 4fuekMobile Store. 

The higher range of the estimated cost is an amount equal to the full cash purchase price of a new 

truekMobile Store. (This does not include applicable federal and state excise, sales, or other taxes and 

licenses, which will vary from state to state.) We estimate that the average inhial costs for the 

required tfuekMobile Store will reflect a lease of a new tfuekMobile Store, with a down payment of 

$3.000395 and three monthly payments of $1.297377 each f$3.89H.13n. The cost estimates are 

included for distributorships in the continental United States. We expect that the costs will be higher 

for distributorships in Alaska, Hawaii, and Puerto Rico due to transportation expenses and other costs 

that might be associated with transporting specially equipped vehicles to these types of distant 

locations. The TfuekMobile Store must be equipped and used solely for operating the Distributorship, 

and must meet Mateo's specifications and requirements to display your Product inventory and to 

provide on-site sales and service to your customers. Approval must be given in writing by Mateo if 

you wish to change mteksMobile Stores during the life of the Agreement. 

(4) You are required to purchase or lease a new (not previously owned or refurbished) Dell Latitude, 

model E6»4Ê6^2Q, personal computer (a "laptop"). Mateo will provide you with its specifications 

for hardware (such as the operating system, hard drive size, memory, maintenance/warranty, printers, 

etc.) Matco-specified barcode reading and label printing equipment, and Mateo specified credit card 

swipe device. You will be responsible for acquiring and maintaining access to the Intemet through a 

high-speed Intemet Service Provider in order to communicate with Mateo. Cable or DSL connections 

are preferred. In addition, you will be required to purchase a cellular communications card and 

service in order to connect to the Intemet while on your route. The hardware specifications for the 

computer system will be revised from time to time. Mateo establishes specific hardware standards 

solely for the purpose of optimum MDBS software performance. The current list is specified in 

paragraph 4 of the Software License Agreement. We have negotiated a package price for the 

computer hardware and peripherals from the manufacturer, but you may purchase the products from 

any supplier. The figuresin the chart reflect the package price for the computer hardware. You may 

be able to lease the equipment, but we are not aware of specific leasing prices and/or terms. 

16 

Mateo 2012_FDD/PK 35575.12#44jjSQ^ 02/09/4412

(5) You must sign the Software License Agreement and pay the specified initial software license fee for 

the MDBS Software which is currently $799 and a $100 license fee for the credit card processing 

software, as well as the specified annual fee of $400 for the Systems Maintenance and Support upon 

the second month of the Software License Agreement (see Items 5-afHi-r^r-, 6 and 1 H. In addition, if 

you attend training and vour computer dogs not meet Majgjp's previo\i^y_published standards, vou 

may-bg-giiarged an additional annual fee of $400 until vour computer meets Mateo's published 

complianc_e_s_tan_dards. Th_ejie_eiia_rges m_ay_apply if the conipuier systetn_ar-C-Qnfigu.ra.tiQn_daes not 

comply in its entirety with our specifications, and/or the equipment required for Mateo,.Business 

System Training Program is not received at Mateo one week before the training class starts, and/or the 

Mateo MDBS staff are required to assist in the purchase, shipping, verification or additional computer 

setupjiiLeanfiguratiQn.^ Additionally, as noted in Item 8 below, Mateo requires that you subscribe to an 

Intemet service provider and/or cellular service provider. Currendy, the cost for such service, 

depending upon the provider and the level of service, ranges from $60/month to $ 110/month, and may 

vary greatiy in different areas. The chart includes an estimate for 3 months of service, which includes 

cellular service. Additionally, the estimated range of costs as noted includes the one-time web page 

set-up fee of $195 (see Item 5). However, not included in this chart, is the annual maintenance fee of 

$195 as specified by the Web Page Agreement for your web page on the Mateo Website (see Item 6). 

(6) You must purchase comprehensive general liability insurance and vehicle Hability insurance 

coverages with minimum limits of each policy of at least $2,000,000. You must also purchase 

"replacement cost" coverage for your tfuekMobile Store, computer system, inventory and other items 

used in operating the Distributorship. All insurance policies maintained by you must (a) designate 

Mateo as an additional named insured; (b) provide that Mateo receive a copy of all notices of 

cancellation, nonrenewal, or coverage change at least 30 days prior to the effective date; and (c) 

require the insurer to provide and pay for legal counsel to defend any claims or actions brought against 

you or Mateo. Insurance costs are highly dependent on the geographical location of your business, the 

dollar amount of your inventory, the type of fruekMobileStore you own and other factors. 

(7) Travel expenses include the estimated cost of travel to and from the location of the initial training 

program and your home, and the cost of travel to the dealership to take delivery of your tool 

troekMobile Store and to drive it home. The actual cost of travel will depend on your home location, 

your mode of travel and whether your spouse accompanies you. Travel to and from the airport for 

scheduled arrivals and departures, and daily travel to and from Mateo's headquarters, is provided to 

you at no charge. (Unscheduled arrivals fromthe airport to the lodging facility will be at your own 

expense.) Mateo has negotiated lodging and meal accommodations for distributors for attendance at 

the initial training program. The cost of the room and meals will be billed directly to your Open 

Purchase Accoimt. Lodging is located near Mateo's headquarters, Cleveland Hopkins International 

Airport, and/or Akron-Canton Regional Airport. Lunches will be catered during actual training 

sessions at a cost not to exceed $11 per day, which will be billed to your Open Purchase Account at 

the conclusion of the initial training program. However, you will be solely responsible for weekend 

lunches and dinners. (The figurein the chart for the high end of the range includes the $295 fee for 

your spouse.) Other expenses that you may incur, which are not included in the estimated cost, may 

include telecommunication charges, entertainment, alcoholic beverages, or rental car expense. 

(8) Professional services may include those provided directly to you for accounting, legal, and other 

consulting services. The employment of these services is at your discretion and fees will vary based 

on type of service, amount of service, and who provides the service. You are encouraged to obtain the 

guidance and assistance of a lawyer and/or accountant prior to signing the Distributorship Agreement. 

You also may require the assistance of those professionals during the early phases of operating your 


(9) The costs for initial fixtures, supplies, and Heenses will vary by the specific requirements of each 

Distributor and the requirements of the local laws in which business will be conducted. Supplies 

17 

Mateo 2012.FDD/PK ^^?:J4AiÛimiLB 03/09/4412

include items such as work uniforms, business forms, stationery, business cards, catalogs, promotional 

literature and sales materials. Licenses typically include general business licenses required by cities 

and localities in which you will do business. 

(10) Your requirement for additional funds will vary. You will require an amount of initial capital at the 

time of start-up and will need working funds throughout the operation of your business. During 

training and before you begin operating your Disdibutorship you will not be eaming income from the 

Distributorship. In addition, during the initial start-up period of the Distributorship, cashflow may be 

insufficient to allow you to draw a salary or cover your personal living expenses. The estimated 

additional funds will help financebusiness expenses (he7r4meks- Mobilg_StQ££ operating expenses, 

freightT_(includjng packagingjind_shjpping warranty and oYemtQck items to MaJccLas_well as shiBping 

for certain items from Mateo), loan payments, cell phone, and bad debt on receivables) during start-up 

and during periods in which collections from customers are not adequate. This amount represents 

Mateo's estimate of the costs associated with the first three months of operating your Distributorship 

and is based on Mateo's working knowledge of the operating experiences of its existing Distributors. 

Also included in this figure is the test or lab fee for the prospective distributor drug test, discussed in 

Item 5 above and the charge for document processing and filing as described in Item 5 above and Item 

10 below. This estimate in this Item 7 is not an assurance that your Distributorship will be profitable. 

The estimated additional funds do not include any salary or draw for you to pay personal living 

expenses. Since the cost of personal living expenses varies greatly among Distributors, Mateo does 

not include those expenses in its estimates for your initial investment. As part of your financial 

planning, you must take your personal living expenses into account during periods of insufficient 

cashflow. 

(8) RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES 

You are required to sell only Products approved in writing by Mateo. You must purchase the Products only 

from suppliers who have been approved in writing by Mateo. Curtently, Mateo is the only approved supplier 

of Products. Mateo imposes this requirement because we want all Mobile Stores to carry substantiallyjhe 

same type of items, and want vou to concentrate your efforts on selling Products to vour customers and 

collecting money from vour customers instead of sourcing merchandise. All Products purchased fromMateo 

are resalable items. 

a. The Products are sold to you at a discount from recommended list price. The discounts from 

the recommended list price vary from Product to Product, and may vary throughout the year based on special 

incentives or other promotions. The weighted average discount for all Products prior to additional promotions 

and other discounts is curtentiy approximately 35%. The weighted average discount reflects the total of all 

items sold by Mateo as well as the varying discounts fromlist price for different items. 

b. Volume Payment to Terms ("VPTT") Bonus. If a Disd-ibutor pays Mateo for Products within 

14 days of the Mateo invoice on a consistent basis, the Distributor will receive a rebate. The Volume Payment 

to Terms Bonus is that rebate. The rebate is based on the Distributor's 6-week purchase average, and the 

rebate ranges from 3% to 5.25%. The average VPTT earned in 2^2011 was 4T93M2% of overall sales. (If 

you are not in compliance with the requirement to purchase at least 80% of the National Distributor Purchase 

Ayerafie_Qr.JO% of your DistiieLDistributoiLEurchasg Avexaae, the ratio of purchase average to sales average 

(both of which are discussed in Item 6 above), or other standards or requirements under the Distributorship 

Agreement or the Manuals, Mateo may modify the VPTT Bonus such that the Bonus will only apply if you 

pay for products within 7 days of receipt of the invoice.) In certajrLlimited circumstances, some distributors 

might qualify for additional VPTT bonuses or rebates, and the VPTT bonus mav be up to 6% of the qualifying 

purchases. 

.18. 

Mateo 201ZFDD/PK ^^^7^^4^44449051 ,S 03/09/4412

The purchase of initial inventory fromMateo constitutes a range of approximately 26% to 63% of the cost of 

the establishing the Distributorship. Purchases of the Products throughout the term of the Distributorship will 

constitute approximately 61 % of the annual cost of operating the Distributorship. 

Mateo will derive income from the sale of the Products by charging you wholesale prices that exceed Mateo's 

costs of supplying the Products. In the fiscal year ended December 31,20402011, Mateo's total revenue from 

the sale of Products to its franchise distributors was $3-3^v90S256,223,000; or 82.21% of Mateo's total revenue 

of $2^0.^312,082,000^ as reflected in Mateo's audited financialstatements. 

Our District Managers. who..work.,with distributors in,.their „areas,,,districts or region, may receive a portion of 

their compensation based on the net sales of produ_cts sold bv Mateo to th.e_Diat.ributors in the District 

Manager's district. 

You are required to license, install, and utilize the MDBS Software (as described in Items 5 and 6 of this 

Disclosure Document) in your business. The software license fee amount is income to Mateo, and constitutes 

less than 1% of the cost of establishing the Distributorship, and less than 1% of the ongoing cost of operating 

the Distributorship. In the fiscal year ended December 31, 2O4-O2011, Mateo's total revenue from software 

license fees and software maintenance charges received from its distributors was $778,212792.700, or 

approximately 0.3% (three-tenths of one percent) of Mateo's total revenue. 

As discussed in Item 5, when you sign the Distributorship Agreement, you must also sign the Mateo Web Page 

Agreement, which permits you to establish a subpage on Mateo's website. You must pay Mateo a one-time 

web page set-up fee of $ 195. If you continue to utilize a subpage, and neither we nor you cancel the Web Page 

Agreement, you must pay Mateo an annual $195 maintenance fee. In fiscal year 204-02011, Mateo received 

$213,^30220 in web page fees (initial and maintenance fees) from franchisees.This amount was less than onetenth 

of one percent (0.1%) of Mateo's total revenue. 

Mateo also requires during the term of your franchisethat you subscribe, at your expense, to a reliable highspeed 

Intemet service provider (cable, DSL or high-speed cellular) or other electronic commimications 

provider or service and maintain an active e-mail account. In addition, you are required to subscribe to a 

cellular Intemet service provider in order to connect to the Intemet while on your route. Both the service and 

provider may be designated by Mateo. Mateo makes or plans to make information available to you on the 

Intemet at Mateo's expense. Also, Mateo may require that any and all communications between you and 

Mateo be made through the Intemet or such other electronic medium as Mateo may designate. You will be 

required to access the Intemet or other electronic information on a regular basis to obtain full benefit of the 

System. Many documents, such as weekly statements, will be delivered via e-mail. You must immediately 

notify Mateo's customer service department of any change to your e-mail address. Mateo is not liable for any 

damage to you including lost profits, delayed orders or the like which are the result of any outage or delay 

related to electronic transmission of information, whether by the Intemet or otherwise. 

You must purchase or lease certain equipment and supplies (including, for example, business cards and 

stationery) that meet Mateo's specifications. You must purchase or lease a vehicle Preferred to as the "Mobile 

Store'l and computer hardware which meet Mateo's specifications and you must carry minimum insurance 

coverages on these and other items (as described in Item 7). Mateo's specifications for the vehicle, computer 

hardware and other equipment and supplies are based on Mateo's prior experience, requirements relating to the 

operation of the Distributorship, the supplier's ability to deliver, service, and support the items, and quality and 

uniformity considerations. Catalogs, promotional literature, and other sales materials used in the operation of 

your Distributorship must comply with Mateo's standards, and may either be purchased from Mateo or from 

other sources who meet Mateo's standards. Upon request, you can receive fromMateo a written listing of its 

specifications and standards for equipment and supplies after you sign the Distributorship Agreement, to the 

extent the specifications and standards have been developed. Mateo will update the specifications and 

standards from time to time in writing as may be required to respond to requirements for operating the 

Distributorships. While Mateo does not have a formal process for evaluating suppliers, and does not generally 

19 

Mateo 2012.FDD/PK 44^3444^44^49051.8 03/09/4412

charge fees to suppliers seeking to obtain approval, Mateo approves suppliers based upon their ability to 

satisfy, in Mateo's reasonable judgment, the specifications and standards for equipment and supplies. In some 

cases, approved suppliers may pay Mateo a periodic fee or a fee based on sales to distributors. In addition, 

occasionally one or more approved suppliers may make payments to Mateo (not based on sales to distributors) 

which Mateo has used for promotional and brand development purposes. In 30402011, Mateo received fees 

from suppliers in the amount of $206,2322]AS^- Also, the figuresin this Item 8 do not include any amounts 

treated as a pass-through, rebate, or other payment that was distributed back to the distributors. Mateo does 

not generally negotiate purchase agreements with suppUers, but it reserves the right to do so. Mateo has not 

established purchasing or distribution cooperatives. 

Mateo also offers gift cards and electronic stored value cards ("gift cards") with which Potential Customers 

may purchase Products. Our curtent policy is that distributors are not required to accept Mateo gift cards, but 

you are encouraged to do so. If you accept Mateo gift cards as payment for Products, Mateo will redeem (that 

is, reimburse you for) those gift card purchases at 90% of the price at which you sold the Products. 

Except for the Products, the MDBS Software, and the web pages, for which Mateo is the approved supplier, 

and except for the vehicle, where suppliers are designated, and for which there are currently only two 

recommended suppliers, and except for computer hardware equipment for the purpose of optimum operation, 

performance and support of the MDBS Software, you are not required to purchase or lease any goods, services, 

supplies, fixtures, equipment, inventory, or real estate relating to the establishment or operation of the 

Distributorship fromMateo or fromsuppliers designated by Mateo. 

Mateo does not provide material benefits to a Distributor (for example, renewal or extension of the term, or 

granting additional franchises)based on a Distributor's purchase of particular products or services or the use of 

particular suppliers, except that, as noted in Item 6 above, each Distributor must (a) purchase at leasts 

minimum amount of Products in au-amount equal to either f H 80% of the ^National Distributor Purchase 

Average" or (2) 80% of vour District Distributor Purchase Average, whichever is less; and fb^ maintain a 

minimum of a 60% ratio of the Distributor's vear-to-date purchase average divided bv the Distributor's yearto-date 

sales average, as a condition of maintaining the Distributorship. 

None of our officers owns an interest in any companies that are vendors or suppUers to the Mateo Distributors. 

(lO)m-ERANCHISEE'S OBLIGATIONS 

This table lists your principal obligations under the Distributorship Agreement. It will help you find 

more detailed information about your obligations in these agreements and in other Items of this 

Disclosure Document. 

Obligation 

(a) Site selection and 

acquisition/lease 

(b) Pre-opening purchases/leases 

(c) Site development and other preopening 

requirements 

(d) Initial and ongoing training 

Not applicable 

Section 

in Agreement 

Articles 3.3, 3.5, 3.6 and 3.7 of 


Not Applicable 

Article 4 of Distributorship 

Agreement 

Disclosure Document Item 


Items 5, 7 and 8 


Item 11 

20 

Mateo ?ni ? Fnn/PK 4ii3544^-l4449051 8 01/09/4412

(e) Opening 

(f) Fees 

Obligation 

(g) Compliance with standards and 

policies/Operating Manual 

(h) Trademarks and proprietary 

information 

(i) Restrictions on 

products/services offered 

(j) Warranty and customer service 

requirements 

(k) Tertitorial development and 

sales quotas 

(1) Ongoing product/service 

purchases 

(m) Maintenance, appearance and 

remodeling requirements 

(n) Insurance 

(o) Advertising 

(p) Indemnification 

(q) Owner's participation/management/stafting 

Section 

in Agreement 

Article I of Distributorship 

Agreement 

Articles 3 and 6 of the 


Article 3.10 of Distributorship 

Agreement 

Articles 7 and 9 of 



Agreement 

Articles 3.41^ and 1L8 of 



Agreement 

Articles 3.3 and 6 of 



Agreement 


Agreement 


Agreement 


Agreement 


Agreement 


Item 11 

Items 5 and 6 

Items 8, 11 and 16 

Items 13 and 14 


iiemliems 1 l_andJ5 

Item 12 

Items 6 and 8 

Item 11 

Items 7 and 8 

Item 11 



(r) Records/reports Article 5.2 of Distributorship 

Agreement 

Items 

(s) Inspections/audits 

(t) Transfer 

(u) Renewal 

(v) Post-termination obUgations 

(w) Non-competition covenants 


Agreement 


Agreement 


Agreement 


Agreement 


Agreement 

Item 11 

Item 17 

Item 17 

Item 17 

Item 17 

Matro ?ni ? Fnn/PK 4i4«-ta444;2490'i 1 8 

21 

0Vn9/4412

Obligation 

(x) Dispute resolution 

Section 

in Agreement 


Agreement 


Item 17 

f^ÔfllFINANCING 

Mateo offers a number of financingprograms to its distributors, as summarized in the following table. 

Item I 

Financed 

Amount 

Financed 

Down 

Payment 

Term 

(Months) 

APR% 

Weekly 

Payment 

Prepay- Security 

ment Penalty Required 

Liability 

Upon 

Default 

Loss of 

Legal 

Rights on 

Default 

Initial 

InvenU 

and 

Financing 

of Time 

Payment 

Reserve 

Accoui t 

Deposi 

(1) 

Open 

Account 

Product 

Purchases 

(3) 

$72,000 of 

the initial 

purchase, 

depending 

on the 

required 

initial 

inventory 

amount 

Amount 

Purchased 

Currently 

$0 to 

$11,000, 

but may be 

required 

based upon 

applicant 

criteria 

None 

Up to 120 

Payment 

due upon 

receipt 

Up to 18% 

(annua! rate); 

currently 

8.25% to 

10.25% where 

applicable (i) 

(2) 

22.5% annual 

interest (or 

the highest 

rate permitted 

by 

law) on 

balance of 

Open 

Purchase 

Account as of 

the date of 

termination or 

expiration (4) 

$203.76, to 

$221.89, 

based upon 

$72,000 

with no 

down 

payment 

N/A 

None. Late 

payment fee 

of$10 

None; 3% to 

5.25% 

discount 

available to 

qualifying 

distributors 

for early 

payment. 

Weekly late 

charges at 

5% of past 

due amount 

up to $100 

maximum. 

Personal 

guaranty; 

security 

interest in 

inventory 

and receivables 

Personal 

guaranty; 

security 

interest in 

inventory 

and receivables 

Principal 

balance and 

accrued 

interest 

Full amount 

Loss of all 

defenses 

Defauh 

under 

Distribu-tor 

Agree-ment 

Notes: 

(1) Depending upon your available collateral, credit history and other credit factors, Mateo may finance 

up to $72,000 (with no down payment) of the estimated inidal inventory ($54,000) and Time Payment 

Reserve Deposit ($18,000). The loan will be evidenced by an Installment Promissory Note (the 

"Note"), a copy of which is attached as Exhibit C (Attachment 1) to the Distributorship Agreement. 

Mateo may also finance,at its sole discrerion, a portion of your initial purchase of inventory and Time 

Payment Reserve Deposit in excess of the estimated, or generally expected, levels of inventory and/or 

Time Payment Reserve Deposit. (See Note 1 of Item 7) This addidonal financedamount will be 

included in the Note for the financedportion of your inidal inventory and Time Payment Reserve 

Deposit discussed above. 

The Notes provide for weekly payment of principal and interest at an annual interest rate, which is 

subject to change in accordance with the Prime Rate as reported in The Wall Street Journal. Mateo's 

interest rate will be based on your credit score at the dme of submitdng your Applicadon and the 

amount financed. The interest rate will be in a range of 5.0% to 7% plus the Prime Rate that is in 

effect when you are awarded a fi-anebise.The rate of interest for the Note will be fixed for the term of 

the Note. As of Januart' 3. 201 IFebruarv 1, 2012, the Prime Rate was 3.25%. The current percentage 

22 

Mateo 2Iil2.FDD/PK 35575.13 ^4 

4349051.8

ate of interest that will be charged for inidal inventory financing will be 8.25% (Prime Rate plus 5%) 

up to 10.25% (Prime Rate plus 7%). The term of the Note will be determined by Mateo and will be up 

to 120 months. 

You will be in default under the Note if (a) any installment of principal or interest on the Note is not 

paid when due or upon demand as provided for in the Note; (b) you fail to pay your debts as they 

mature; (c) you default under the Distributorship Agreement or any other agreement, note, lease, or 

contract between you and Mateo, or if any such agreement is canceled; (d) you cease operating the 

Distributorship or the Distributorship is dissolved, terminated, insolvent, or ceases operadons; or (e) 

you fail to have the Note fully collateralized with inventory (as reflected in the Security Agreement, 

described below) at all times. 

If you default under the Note, the principal balance and all accrued interest will become due and 

payable without demand. You and any endorsers or guarantors of the Note must waive demand, 

protest, presentment, notice of protest and non-payment or dishonor, and must also waive any and all 

defenses on the grounds of any extensions or partial payments which may be granted or accepted by 

Mateo. 

The Note must be guaranteed by you or another person acceptable to Mateo. You must also sign a 

Security Agreement (Exhibit D to the Distributorship Agreement) granting Mateo a secmity interest in 

your inventory of Products and Accounts Receivable. At Mateo's request, you must sign all necessary 

financing statements and other firanchisedocuments and pay the costs of document processing and 

filing fees for such statements or other documents. The processing/filing fee is included as part of the 

document processing fee that you pay at the time you execute the Distributorship Agreement. 

Mateo financing will not be offered to all prospecdve distributors, but only to those that meet Mateo's 

qualifications. Also, even in situations in which Mateo offers financing,Mateo is not required to offer 

financing for the maximum amount of up to $72,000, but may offer financingfor a lesser amount. 

Factors such as your qualifications and credh-worthiness will affect the level of financingthat might 

be offered. 

(2) In some states, the maximum interest rate may be less than the amount stated in the chart due to state 

lending laws. 

(3) Your purchases of the Products are charged to aftvour Open Purchase Account on which payment is 

due upon your receipt of an invoice from Mateo. Other charges to the Open Purchase Account, in 

addidon to Product purchases and related charges, may include MDBS charges, web maintenance 

fees, Tool Expo charges, and training costs. If you do not make payment within 21 days of the 

invoice, the account is deemed delinquent by Mateo. Mateo will assess a 5% per week late fee for 

each week that you fail to pay the balance owed up to $100. If you pay within 14 days of the invoice, 

you may be eligible for purchase discounts, which may vary from3% to 5.25% depending upon the 

volume of purchasesT and performance rewards protrram level. In certain limited circumstances, some 

distributors might oualifv for addidonal VPTT bonuses or rebates, and the VPTT bonus mav be UP to 

6.%-pf the_qualiiying^Buichaseg.^ In addidon, if you are not in compliance with the NationalJDistributor 

Purchase Average/District Distributor Purchase Average requirement, or the purchase average to total 

sales rado discussed in Item 6 above, your Volume Payment to Terms Bonus will en^y-be available 

only if you pay for purchases within 7 days of the invoice (see Item 6 above). As noted in the chart, 

Mateo will have a security interest in the inventory and receivables and you must sign the Security 

Agreement noted above (even if you did not sign a Note described in Note (I) above). 

(4) Upon termination or expiration of this Agreement, you will pay Mateo interest on the balance owed 

under your Open Purchase Account as of the date of termination or expiradon, at a rate of 22.5% 

annually, or the maximum rate permitted by law, whichever is lower. In addition, Mateo may assess 

23 

Mateo 2ai2.FDD/PK -^5#?§45^4-y42QlL£ 03/09/4412

you a late fee of 5% per week for each week that you fail to pay the balance owed on the Open 

Purchase Account following terminadon. 

Installment Contracts (Purchase Security Agreements) 

In addition to the financing programs described above, Mateo offers three customer installment financing 

programs to qualified distributors. The purpose of these programs is to allow you to offer installment 

financing to your customers in amounts that are beyond your capacity to carry as Time Payment accounts. If 

you qualify to participate in the customer installment financingprogram, you ¥.4tirmay sell Products to your 

qualified customers pursuant to an installment sale contract (which is referted to as a purchase money security 

agreement or purchase security agreement (or "PSA^")), Mateo will finance the purchase and accept 

assignment of the installment contracts under the terms and condidons of the Mateo Purchase Security 

Agreements/Credit Assignment Agreements. Copies of these agreements are attached as exhibits to this 

Disclosure Document. Mateo may consider one or more of the following factors when evaluadng the 

qualificadons of a distributor for a Purchase Security Agreement and/or the terms under which Mateo will 

purchase a customer's installment contracts from a distributor: (a) the distributor's purchase average, (b) the 

distributor's payment history on its Open Purchase Accoimt, (e) the value of the distributor's PSA contracts as 

compared to cash payments on the distributor's Open Purchase Account, (d) the distributor's collection 

percentage from PSA accounts, (e) the customer's collection history, and (f) the customer's current and past 

credit history. Customers who are not U.S. citizens and/or may not possess social security numbers may not 

qualify for financingimder the installment contract/PSA program. 

Mateo offers three forms of Purchase Security Agreements/Credit Assignment Agreements to distributors: (a) 

a non-recourse credit assignment agreement, (b) a recourse credit assignment agreement with an addendum 

which provides that you need not obtain Mateo's prior approval of your credit history and the creditworthiness 

of the customer provided that the customer does not currently have a charged off account with Mateo (referred 

to as the "PSA Gold Card"), and (c) a 50% recourse credit assignment agreement (referred to as the "New 

Tech Program"). 

Under these forms of credit assignment agreements, upon acceptance of assignment of the customer's 

installment contract, you will receive a credit corresponding to the value of the net amount financed,less a 

reserve charge, to your Open Purchase Account. This credit will be posted within forty-eight hours of the 

acceptance of a contract assignment by Mateo. 

Under the current form of non-recourse credit assignment agreement, the price paid by Mateo to you for 

acceptance of the assigned installment contracts will not be less than 85% of the net cash price (although 

Mateo's current practice is to assign installment contracts at 91% of the net cash price). fNet cash price is the 

price paid for the product, plus sale taxes^ less anv down oavment paid in cash.t However. Mateo may not 

accept assignment of any installment contract if the sale price exceeds the product's Hst price. Depending on 

the amount financedof your promissory note, a percentage up to 5% of your PSA credit may be applied to 

reduce the principal on any outstanding Mateo promissory note. Mateo will release you from all liability for 

the installment contracts, subject to certain exceptions enumeraleddescribed in the agreement, and provided 

that you comply with the terms and conditions of the agreement. Under the Purchase Security 

Agreement/Credit Assignment Agreements, you must collect money owed by customers and remit the money 

to us. If you do not remit the full amount collected in a timely fashion, we may charge you an administrative 

fee, currently set at $25 per occurrence, per contract, for delinquent or insufficient payments, or inaccurate 

reporting, as consideration for, among other things, Mateo's dme and efforts in collecdng monies, additional 

cortespondence with you, credit bureaus and others, and administradve time and costs to cortect data. 

Under the eurtent PSA Gold Card agreement the price paid by Mateo to you for acceptance of the assigned 

installment contracts will not be less than 95% of the net cash price of the installment contracts (although 

Mateo's curtent pracdee is to assign installment contracts at 97% of the net cash price). However, Mateo may 

not accept assignment of any installment contract if the sale price exceeds the product's list price. The 3% 

24 

Mateo 2iil2.FDD/PK 35575.13^^44^42010 03/09/4412

deduction from the full net cost price of the assigned installment contracts is a charge payable to Mateo as 

assignee of the assigned installment contracts. 

Under the current PSA New Tech Agreement the price paid by Mateo is 95% of the net cash price of the 

installment contract with a refiindable reserve account. 

Mateo has from time to time considered developing additional customer installment financingprograms that 

may be recourse or non-recourse credit assignments, and/or may be available only to distributors who (a) 

qualify to participate; (b) have a minimum of six months or more experience as a Mateo distributor; and (c) are 

in compliance with their Distributorship Agreement. Currendy, however, the only Purchase Security 

Agreements available are those described above. Mateo expects that if a new installment financing program is 

developed and offered in the future, participadon in any such program will be voluntary. 

Equipment L.;eases 

In addidon to tlie two installment Financing Programs listed abeve;-Matee-6l9e-efteyS"e-f:::eas& Program for 

qualified shop owners or other-ouste»ners-ef-lhe-distributoF; -The- pui^se of-this pi^gFan^--ift to-offeg-4e 

qualified-eufttem^-s financing on shop equipment.—If you qualify for participation in the lease finat^sing 

program, you may sen equipftiegt-4e your-eustoHwrs^^ 

and 

jvfetee-will finanee-thepurchase under the Matoo Distributor Lease Agreement, ftoopy of whieh-is-attttobed-as 

an exhibit to this Disclosure'Doeufflent:—Matoe-wtll-ptircha9e the lease frQm-^'&u-at"a-priee that"i& not less than 

90% of the value of the leased equipment, but not more than the-Hflf-priee-.-4riateo-will-be-fespensible"fer-the 

collection of the lease payn>ents-until paid-in-fall or until repossesoion is neceosory. If the doe-timents are not 

eort'eetly and completely executed, Matee-^rtay-as&ign-the documents to you for the amount owing under the 

lease at the hme of the assignment. 

The current program is a non-reeourse program; Upoii ae-6ept^fiee-efthe-leftsej-Mateo-wilj-^>esH^^-redrt4 th^ 

distributor'^ open purchase account Icsa a roscrvo charge. Tho rooor>-o will not be looa than 90% of the aale 

amount (although eufrefrt-praotioe is to credit-1-00% of the sale amount). 

Mateo and/or its affiliates have in the past sold, and may in the future sell, assign, or discount, with limited 

recourse, certain accounts and notes receivable. To the extent the notes, contracts, or other instruments require 

Mateo to provide services to you, Mateo will remain liable to provide such services. However, the third party 

to whom the note, contract or other instrument is assigned may be immune under the law to defenses to 

payment you might have against Mateo. 

Except as set forth above, Mateo and its affiliates (a) do not directly or indirectly offer or arrange any 

financing, (b) do not receive direct or indirect payments for placing financing, and (c) do not guarantee your 

obHgations to third parties. 

nimu FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS, AND 

TRAINING 

Except as listed below, Mateo is not required to provide you with any assistance. 

Assistance Prior to Opening. Prior to beginning business under your Mateo® Distributorship, Mateo is 

required to provide you with the following: 

(A) Mateo will provide you with a List of Calls and Potendal Customer List (see Article 1.2 of the 

Distributorship Agreement). Mateo designates List of Calls and Potendal Customer List by identifying a 

minimum of 325 Potential Customers at businesses that generally employ mechanics ftnd other individuals 

25 

Mateo 2iil2_FDD/PK ?5^35455-}4î2QlL£ 03/09/4412

who may be potentiol-eustemers for the Products.or other individuals who may be Potendal Customers for the 

Products. Mateo defines a Potential Customer as a full time professional mechanic or other individual in the 

automodve after-market and related markets who in the nonnal course of business is required to use and furnish 

his/her own tools. Mateo cannot promise or guarantv that each Potential Customer will purchase Products or 

will become a customer, or that due to economics, demographics or other reasons, the number of actual or 

Potential Customers, and/or the businesses idendfied on the List of Calls, will not increase or decrease after the 

date of the Distributorship AgreemenL Actual or Potential Customers may or may not be U.S. citizens and 

may or may not possess social security numbers. Mateo is not required to assess, and is not responsible for 

assessing, whether the actual or Potential Customer is a U.S. cidzen. You will operate as a mobile distributor 

and will not have a specified place of business. It is generally expected that you will return your tfttekMobjle 

Store to your residence each evening, locate the computer at your residence, and otherwise operate the 

Distributorship from your residence. Mateo estimates that the length of time between the date you sign the 

Distributorship Agreement and the date you begin operadng your Mateo® Distributorship will be between 

20 and 45 days, depending on how quickly you can complete training and obtain the tfuekMobile Store, 

inventory, equipment and supplies needed to begin operadons. 

(B) Mateo will provide you with the use of a copy of the Manual (see Article 3.10 of the Distributorship 

Agreement). Mateo reserves the right to provide the Manual electronically or in an electronic or computerreadable 

format, for example, via the Mateo Distributor Business System, or another method, or on a CD. 

Following is the Table of Contents of the page Manual: 

Total Pages 

(I) Getting Your Business Started on a Sound Foundation 25 

(2) How to Become a Successful MATCO Distributor 14 

(3) Getting Started - Day 1 2?2I 

(4) Providing Your Customers with Excellent Service 13 

(5) Sales Basics for the Tool Business 

(6) Customer Service and Special Order Departments 45 

(7) Commercial Financial Services 43 

(8) Financial Management 32 

(9) Tool Boxes 24 

(C) 

Mateo will provide you or your operator whh at least 70 hours of mandatory inidal classroom training 

(the "New DistributorMatco Business System Training_fMBST) Program") at Mateo's corporate 

offices in Stow, Ohio, or at such other locadon as may be designated by Mateo (see Article 3.8 and 

Article 4.1 of the Distributorship Agreement). You or your operator must successfully complete the 

Now DistributorMatco Business System Training (MBST) Program before operating your 

Distributorship. The New DistribulorshipMatco Business System TrainingJMBST) Program will 

include classroom instruction on basic business procedures, purchasing, selling and marketing 

techniques, customer relations, basic computer operadons and other business and markedng topics 

selected by Mateo. Mateo will instruct you using the lecture method, videotape, computer-based 

training modules, and interactive video courses. The courses are as follows: 

.26. 

Mateo 2ai2.FDD/PK îii5§4^^44542£iiLS 03/09/4412

TRAINING PROGRAM 

SUBJECT 

HOURS OF 

CLASSROOM 

TRAINING 

HOURS OF FIELD (ON- 

THE-J0B)TRAINING"* 

LOCATION*^' 

Introduction/ 

Corporate Information/ 

Building Tour 

Introduction to lhe,Tool 

Business 

MDBS Sofhvare Set-Up 

& Loading 

Open Purchase Account 

& Financial 

Management Tools 

MDBS/Business 

Applications 

5 Hours Not applicable Mateo's training facility in 

Stow, Ohio (see notes 1 

and 2 below) 

1 Hour Not applicable Mateo's training facility in 

Stow, Ohio (see notes I 

and 2 below) 

2 Hours 2 Hours Mateo's training facility in 

Stow, Ohio, and on your 

TfttekMobile Store (see 

notes 1 and 2 below) 



TfuekMobile Store fsee 





ConsumerCommercial 

Financial Services 

Mateo Product 

Knowledge 

Sales Training (Package 

Selling and '-^^^ 

^tfavShow and Sell Bag 

Use) 

34 Hours 8 Hours Mateo's training facihty in 


TfttekMobile Store (see 


Hours 10 Hours Mateo's training facility in 


^faieltMobile Store (see 




TfuekMobile Store (see 


Notes: 

Customer Service Issues 2 Hours 7 Hours Mateo's training facility in 


^feekMobile Store (see 


1. Field Training is described in more detail below under the heading "Assistance Provided by Mateo 

during the Operation of the Business." Field Training is conducted under the supervision of Tracy 

Rohrbaugh and may be conducted by a Mateo regional or district business manager and/or one of the 

.27. 

Mateo 2Qi2.FDD/PK ^ J12/09/44i2

egional trainers employed by Mateo. Each regional trainer is a professional educator and has been 

trained by Mateo for the purpose of training Mateo's Distributors. 

fetrifeutor Iraininii aHd-devekH?ffi^2. Mateo Business System Training fMBSTI Program is 

conducted under the direcdon of Mike Swanson, Director, Distributor Development. Mr. Swanson 

has been in his curtent posidon since November 2010. Mr. Swanson was the National Distributor 

Development Manager from July 2007 undl November 2010, a Mateo Regional Manager from 

January 2004 undl July 2007 and the Nadonal Franchise Sales Manager from June 2002 to January 

2004. Prior to that date, Mr. Swanson held posidons of Nadonal Sales Development Manager, 

Manager of Distributor Communications, District Business Manager and started his career with Mateo 

in 1988 as a Mobile Tool Distributor. Tracy Rohrbaugh manages the New DistributorMatco Bu_si_ne_sg 

System Training^ MB ST) Program and supervises the classroom and field training conducted at Mateo 

Tools. Mr. Rohrbaugh has been Mateo's Manager of Training since August 2005. Mr. Rohrbaugh 

was a Mateo Field Trainer from January 1995 to September 1995 and the Coordinator of New 

Distributor Training from September 1995 to August 2005. Prior to joining Mateo, Mr. Rohrbaugh 

served in the U.S. Air Force as Training Operations Manager for the 37l" Training Squadron, 3785* 

Training Wing. Training will begin after you sign the Distributorship Agreement. Mateo conducts 

the New DiiitributorMatco Business System Traininfi_IMB.SI) Program on a monthly basis and 

expects that you or your operator will commence training within two weeks of executing the 


The New DigtributofMatco Business System Training_(MBST1 Program will be provided to you or 

your inidal operator at no cost, and is generally available within the one month period before you 

begin operating your Distributorship. In order to ensure the availability of local lodging while 

attending the New DistribuiorMatco Business System Training fMBST^ Program, Mateo has 

negotiated lodging and meal rates on your behalf The cost of the room and meals will be billed 

directly to your Open Purchase Account. Any other charges incurred at the lodging facility will be 

due and payable directly to the facility at the time of checkout. In addition to lodging and meals, you 

will be required to pay all other expenses associated with attending the training, including travel and 

the salary, fiinge benefits, payroll taxes, unemployment compensadon, workers' compensation 

insurance for any operator who will attend the New DisH4bu4erMatQiL.BiA£i.nsss_Sy£t.eiil Training 

(MBST) Program (see Article 4.2 of the Distributorship Agreement). If you or your inidal operator 

elects to bring your respective spouse, Mateo will charge a flat fee in the amount of $295.00 for food, 

lodging and local transportation. Mateo encourages all distributors to bring their spouses to the New 

DismbutorshipMatco Business System Training CMBST) Program. 

Mateo will provide additional training and certificadon for distributors at such dmes as it may 

determine, and you, and your operator, if applicable, must attend this training and complete the 

certificadon procedures designated by Mateo. At its option, Mateo may require distributors to pay all 

or some portion of the cost of providing any such fixture additional training and/or certification 

procedures. 

(D) 

(E) 

Mateo will provide you with the standards and specificadons for the teekMobile Store and uniforms 

required by Mateo for use in your Mateo® Distributorship (see Article 3.6 of the Distributorship 

Agreement). 

Mateo will provide you with the standards and specifications for the computer hardware and software 

required by Mateo for use in your Mateo® Distributorship (see Article 3.7 of the Distributorship 

Agreement). You must comply with Mateo's standards and specificadons for the computer hardware, 

software, and communications, and you must regularly update your computer hardware, software, and 

communications to comply with any new or changed standards and specificadons. Currently, you are 

required to purchase a new (unused and not refurbished) Dell Latitude, model E651Q_E6ii2^ personal 

computer (a "laptop") meeting the requirements described in paragraph 4 of the Software License 

Mateo 2ill2-FDD/PK 35575.1151 lj49QiL8 

.28. 

Q3/09/UI2

Agreement (Appendix D, Exhibit O of this Disclosure Document). The MDBS Software is designed 

to assist you in minimizing paperwork and in managing your route and List of Calls, handling 

inventory, receivables and order processing functions, and performing other tasks relating to operating 

the Distributorship. The MDBS Software performs numerous on-truck (Mobile Store) functions such 

as tracking of sales histories and accounts receivable, printing of receipts and PSA quotes, credit 

applications and contracts, inventory tracking, tool repair tracking support, credit management, order 

placement, tracking of customers' orders, Product pricing, sales and collection records, weekly 

activity reports, and feedback reports fromMateo. 

Mateo provides computer systems maintenance and support services Monday through Friday during 

the standard hours of 8:00 a.m. through 4:30 p.m.. Eastern time,at Stow, Ohio. Mateo will fromtime 

to time review the MDBS Software for improved fiinctionalityand operating efficiency. Mateo will 

make such improvements and enhancements as it deems appropriate and will provide you with the 

updated software and documentation necessary to make the improvements on your system. You will 

be required to update your computer hardware and software from time to time in order to maintain 

compliance with Mateo's then-curtent standards. There are no contractual limitations on the 

frequency or cost of your updating obligations. You will be responsible for acquiring and maintaining 

the computer hardware and manufacturer's operating system software required to execute the MDBS 

Software. You will be responsible for handling all equipment hardware/warranty issues direcdy with 

the equipment manufacturers. Except for the MDBS Sofhvare, you will have sole and complete 

responsibility for: (a) your own computer hardware and software as well as the manner in which those 

systems are maintained, upgraded, and operated in order to maintain compliance with Mateo's 

standards as they may be modified from dme to time; (b) obtaining and maintaining access to the 

Intemet through a subscription with an Intemet service provider or a then-curtent technologically 

capable equivalent in accordance with Mateo's standards; (c) the manner in which your systems 

interact with Mateo's systems and those of other third parties; and (d) any and all consequences that 

may arise if your systems are not properly maintained, upgraded, and operated. Mateo will have 

access to certain sales, inventory, and accounts receivable collection information from a distributor's 

MDBS system. Mateo uses this data to prepare and provide reports to a distributor with key business 

statistics regarding the distributor's business. All data provided by you, uploaded to Mateo's system 

from your system, and/or downloaded from your system to the Mateo system, is and will be owned 

exclusively by Mateo, and Mateo will have the rightto use such data in any manner that Mateo deems 

appropriate without compensation to you. 

As described in Item 7, you may lease or purchase the hardware. The costs are estimated to be 

approximately, $2,600 to $2,900 to purchase the equipment. As described in Item 6, the annual 

computer maintenance and support charges are $400, or $800 if your computer does not satisfy the 

required configuration. 

(F) 

Mateo will provide you with the standards and specifications for the New Distributor Starter Inventory 

required by Mateo for your Mateo® Distributorship (see Article 3.3 of the Distributorship 

Agreement). 

Assistance Provided by Mateo during the Operation of the Business. 

(A) 

Mateo provides you with a designated trainer for a minimum of 80 hours of initial Field Training (see 

Article 4.2 of the Distributorship Agreement). The designated trainer may be a regional trainer and/or 

a regional or district business manager. The designated trainer will ride with you or your initial 

operator on sales calls. Topics covered during Field Training include purchasing, selling and 

markedng techniques, customer relations, computer operations, product knowledge, product 

demonstrations, order placement, credit and collections management, record keeping, and other topics 

relating to operating your Mateo® Distributorship. Further information concerning Field Training is 

given in the !!Iraining_Pi:Qgram!l-table w 

above. 

29 

Mateo 2Q12.FDD/PK ^5?5545544î2imJ 03/09/4412

(B) 

(C) 

(D) 

(E) 

(F) 

Mateo provides you with additional training, product updates and business seminars (see Article 4.3 of 

the Distributorship Agreement). Your attendance at additional training sessions and business seminars 

is generally optional, however, you must attend at least 80% of the Matco-scheduled district sales 

meetings for your district in any 12-month period. 

Mateo will, from time to time, advertise the Products in selected national and regional trade 

publications targeted toward the types of customers served by you and other Mateo® distributorships. 

Any such advertising is done at Mateo's expense and under Mateo's control. 

Curtently, Mateo makes available to you certain catalogs, promotional literature, and other sales 

materials at no cost. Other materials are available to you at a nominal charge to purchase at your 

option. 

You are not required to conduct any direct mail or media advertising programs for your 

Distributorship. However, if you determine that direct mail advertising would improve your business, 

Mateo will, upon your request and at your expense, conduct direct mail marketing programs which 

will include mailings to Potential Customers on your Potential Customer List. The content, 

promotional offerings, number, timing, and frequency of the mailings will be determined by the 

mutual agreement between you and Mateo. You must provide Mateo with an updated and verified list 

of Potential Customers on your Potential Customer List, including each Potential Customer's name, 

work location, and mailing address. 

Any Website (as defined below) will be deemed "advertising" under the Distributorship Agreement, 

and will be subject to (among other things) Mateo's approval. (As used in the Distributorship 

Agreement, the term "Website" means an interactive electronic document, contained in a network of 

computers linked by communications software, that you operate or authorize others to operate and that 

refers to the Distributorship, the Marks, Mateo, and/or the System. The term Website includes, among 

other things, Internet and World Wide Web home pages.) In connection with any Website: 

(1) Before establishing the Website, you must submit to Mateo a sample of the Website format 

and information in the form and manner Mateo may reasonably require. 

(2) You may not establish or use the Website without Mateo's prior written approval. 

(3) In addition to any other applicable requirements, you must comply with Mateo's standards 

and specifications for Websites as prescribed by Mateo from time to time in the Manual or 

otherwise in writing. If required by Mateo, you must establish your Website as part of 

Mateo's Website and/or establish electronic links to Mateo's Website. 

(4) If you propose any material revision to the Website or any of the information contained in the 

Website, you must submit each such revision to Mateo for Mateo's prior written approval as 

provided above. 

(G) 

(H) 

Mateo provides end-user financing programs to your qualified customers (see Item 10 under 

"Installment Contracts"). 

Mateo provides support of your sales and servicing activities through its warranty and non-warranty 

service programs. Mateo's wartantv policy, which may change over time, provides, gengrally, that any 

Product that_ is branded with the "Matcol' name is warranted against, defects in materials and 

m>rkm3nship. Mjitco. or one of its authorized representatives, will, at Mateo's option, repair or 

i:e_BLace any tool or part that is subject to the warranty without charge, if the defect or malfunctioning 

tool or part is returned to Mateo or its representative, shipping prepaid. There are certain limitations 

30 

Mateo 2Q12.FDD/PK ^M^.[^^$Ui4905l.S 03/09/4412

under the warranty, and vou should read and understand the wartantv policies. You must follow 

Mateo's policies and procedures regarding returning tools for wartanty claims. Amongjhejsrocedures 

that vou must follow is the requirement to send back the products with the appropriate paperwork, 

product specificadons. codes and other recuired information. In addition^ you must oav all freight and 

shipping charges to send the defective pradji.ct to Mateo. In most cases, Mateo will pay the shipping 

and freight costs to send you a new or repaired tool, part or product. 

Also, there are certain warranty service functions that vou. as a distributor, must perform. These 

include "in the field" repair of ratchets and toolboxes. You must purchase ratchet repair kits that 

range from $10 to $40 per kit. (Most of the kits are $101. You must return the defective part to 

Mateo, and pay the shipping/freight charges. Mateo will credit the cost of the ratchet repair kit upon 

return of the defective parts to Mateo. Mateo includes ratchet repair instructions on its website for 

distributors. You arejioLeomaensated for vour time to make thesexenairs. 

You are also responsible to perfonn minor .wartanty reiiairs on toolboxes within your List of CallSj 

such as drawer slides, casters ^wheelsl trim and/or drawer replacement if needed. Wartantv repairs 

are handled on a case-bv-case basis after contacting Mateo's Customer Service and/or Mateo's 

I.

policy. Mateo will revise its tool retum policy at such times as it may determine, and will inform you 

in writing of any changes when made. 

Neither the Distributorship Agreement nor any other agreement requires Mateo to provide any other assistance 

or services to you during the operation of your Distributorship. As noted in Item 20 below, however, Mateo 

has a policy under which it will giw--y^m--one--0P--fflefe-4^&w-"Mat6e-teel-%t>Jref^4'&F-st^^ 

prospect who becomes a Mntoo distributor^—Beginning April 1; 2011; Matoo will enhance this policy by 

effeingoffcr distributors a choice between $7,000 at list price in free tools or a tool box ii^st-ead-of^nly-ene 

tool box for the first successful refertal, Qf_a prospect who becomes a Mateo distributor after.,the refertal, with 

additional amounts of free tools or tool boxes for subsequent successfial refertals within a 12-month period. 

Mateo Distributor Advisory Councils 

Mateo does not have an advertising fund into which a Distributor must contribute, and Mateo does not have 

local or regional advertising cooperatives in which Distributors are required to participate. Mateo has a Mateo 

Distributor Advisory Council (MDAC) system to foster and enhance communications between Distributors 

and Mateo. The MDAC system is a strictly voluntary system, with MDACs at the district and regional level. 

MDAC representatives meet periodically with each other, with Distributors, and with Mateo managers and 

executives to discuss a variety of system issues. Mateo Distributors are not required to participate or pay any 

dues or other financialcontributions. 


(13)a2LTERRITORY 

You will only be allowed to operate your Distributorship at those locations identified on the List of Calls and 

on the Potential Customers List. The List of Calls and Potential Customer List will be identified and attached 

to the Distributorship Agreement. Prior to establishing a List of Calls, Mateo will conduct a survey of various 

geographic areas, prior Mateo distributor routes, and potential new distributor routes to determine a suitable 

List of Calls that contains, as of the date of the Distributorship Agreement, a minimum of 325 Potential 

Customers, the location of which will be identified on the List of Calls. Mateo provides no assurance that the 

Potential Customers will actually become your customers, or that due to economics, demographics or other 

reasons, the number of actual or Potential Customers, and/or the businesses identified on the List of Calls, will 

not increase or decrease after the date of the Distributorship Agreement. Mateo is under no obligation to 

supplement the List of Calls with additional stops or Potential Customers in the event the number of Potential 

Customers declines. 

As noted above, the Distributorship is a business which operates principally from a vehicle, and which resells 

the Products to retail cuiitomerH who are typically individual profesBional mechanics or buîineDiies which 

operate from a single location, and who generally purohapo the Products for their own uiie.is authorized to 

resell the Products pursuant to a List of Calls and list of Potential Customers. If, and for so long as, you are in 

compliance with the Distributorship Agreement, Mateo will not operate, or grant a license or franchise to 

operate, a Mateo mobile distributorship that will be authorized to sell to any Potential Customers or actual 

customers identified on your Potential Customer List, if such customers purchase Products at or from the 

business located and identified on the Potential Customer List (see Article 1.3 of the Distributorship 

Agreement). 

Except for the rights expressly granted to you and provided in the Distributorship Agreement, Mateo retains all 

rights to sell, and license or authorize others to sell. Products to any customers, at any location, and through 

any chaimels or methods of distribution. Without limiting the foregoing, Mateo retains the following rights,on 

any terms and conditions Mateo deems advisable, and without granting you any rightstherein: 

32 

Mateo 2Q12-FDD/PK 45^?$4344434Q051S 03/09/4412

1. Mateo, and any affiliates, licensees or franchisees of Mateo, if authorized by Mateo, will have 

the absolute right to sell the Products, direcdy or indirectly, or through non-mobile distributors, including 

commercial sales representatives, (A) to industrial customers, industrial accounts, and owners of vehicle repair 

businesses (including businesses, entities, governmental agencies, and others, including those which may be 

listed on the Distributor's List of Calls, but excluding the Potential Customers) who (i) have central purchasing 

functions, or (ii) may purchase and/or acquire special order products designed for multiple-party use, which are 

not included as part of Mateo's regular or special purchase inventory list, or (iii) may purchase Products 

through a bidding process, such as railroads, airlines, manufacturers, govemmental agencies and schools, (B) 

to industrial and multiple-line and multiple brand wholesale distributors who may resell such Products to any 

potential purchaser or customer, including your customers, and (C) to vocational training schools and 

programs, and to the students and employees of those schools and programs. 

2. Mateo, and any affiliates, licensees or franchisees of Mateo, if authorized by Mateo, will have 

the absolute right to sell the Products through (A) catalogs, (B) any curtent or future means of electronic 

commerce, including the Intemet and Mateo's Website, and (C) at special and/or temporary venues (including 

race tracks, and other motor sports events). 

3. Mateo, and affiliates of Mateo, may manufacture and/or sell products that are the same as or 

similar to the Products, and Mateo's affiliates may sell such products directly, or indirectly through 

wholesalers, suppliers, distributors or others, to Potential Customers who are the same as or similar to your 

Potential Customers and actual customers. Mateo has no control over the sales or distribution methods or 

operations of its affiliates, and Mateo has no liability or obligations to you due to any sales or distribution 

activities of Mateo's affiliates. However, curtently, neither Mateo nor its affiHates have any plans to operate a 

franchise system under different trademarks that offer the same or similar products. 

Curtently, Mateo sells the Products through its commercial sales department and commercial accounts 

program which is described in Item I. Mateo also sells Products to the vocation school market (see Item 1). 

Except as set forth in Article 1.3, Article 1.4, and Article 3.4 of the Distributorship Agreement, there are no 

contractual limitations on the ability of Mateo or any affiliate to establish other franchises or company-owned 

oudets or other channels of distribution selling or leasing similar products or services under the Mateo® 

trademark or a different trademark. Mateo will have no liability or obligation to you if any customer or 

Potential Customer of yours purchases or receives Products through any method or channel of distribution 

described above, or otherwise reserved to Mateo. Further, Mateo has in the past granted (A) distributorships 

that do not have any territorial restrictions or limitations on the distributor, and (B) distributorships that have 

territories in which the distributor is not limited to selling Products to a specified number of customers. Mateo 

will use its best efforts to deter such distributors, and other distributors, from selling Products to customers on 

the Potential Customer List, but Mateo cannot and does not provide you with any guaranty or assurance that 

such distributors will not offer and sell Products to your customers. 

The continuation of your rights to sell Products to actual or Potential Customers under the Distributorship 

Agreement is not dependent upon achievement of a certain sales volume, market penetration, or other 

contingency. However, Mateo may terminate the Distributorship Agreement if you fail to: 

(A) 

(i) maintain aHa_]llinimum inventory of tfee-Products equal to or in excess of the New Distributor 

Starter Inventory; (ii) purchase Products, on a weekly basis, purchase Products from Mateo in an 

amount not less than {aX80% of the !!National Distributor Purchase Average" or fb) 80%__o.Ly.QLur 

District Distributor Purchase Average, whichever is less, based on your 12-month rolHng average^ or, 

if you have been in businessoperating the Distributorship .for less than 12 months, based on your yearto-date 

average; and (iii) maintain a minimum of a 60% ratio of a calculation of your year-to-date 

purchase average divided by your year-to-date sales average; 

.33. 

Mateo 2Ili2.FDD/PK ^55?545^44342QiLS 03/09/4412

(B) 

make personal sales calls on at least 80%. of every shop, stop or location on your actual or potential 

eufiteiiffiFsList of Calls each week-eftd-etveaeh-ofyeur aotital or- potentiQl customers at least once each 

(C) 

attend at least 80% of the Matco-scheduled district sales meetings for your district in any 12-month 

period. 

For information regarding terminated and former Distributors, please see item 20 (but note that the list of 

Distributors that were cancelled or terminated, or otherwise left the system, includes Distributors who 

voluntarily or involuntarily "separated" for reasons other than failure to attain 80% of the National Distributor 

Purchase Average)7) or 80% of your District Distributor PurcJiase Average. whj.£hever is lesS- 

If you fail to-make personal sales calls to at least ^0% of on_„e.Yerv sbop. stop or loQatioii-QiLyour potential 

customers for three weeks oul-of any-teft-week-periodrOF if you fail to make penional sales oaHs toXjst_QLCalls 

each of-yotif potential customers'at least once gtôh month-fof-thre»coHS«eutive-monthswgek, or if you fail to 

attend at least 80% of the Matco-scheduled district sales meetings for your district in any 12-month period, 

then your exclusive rights under Section 1.3 of the Distributorship Agreement (described-above) may be 

terminated, reduced, or modified in all respects by Mateo, immediately upon written notice from Mateo to you, 

and Mateo will have the absolute right to adjust the territory accordingly or appoint or permit one or more 

other distributors to sell Products to your Potential Customers, or to sell directly or indirectly, itself or through 

an affiliate. Products to your Potential Customers. (See Article 3.4 of the Distributorship Agreement.) 

You do not have the right to relocate the Distributorship without written approval from Mateo's Vice President 

of Sales. You will not have the right or option to acquire additional Distributorships without written approval 

from Mateo's Vice President of Sales. If you seek to acquire an additional Distributorship, you must be in 

compliance with your Distributorship Agreement and all Mateo policies, including compliance with the 

Distributor Plus Guidelines. 

(14)U3)_TRADEMARKS 

You are licensed to operate your business under the name "Mateo® Tools." You are also authorized to use the 

logo which appears on the cover page of this Disclosure Document. You may only use Mateo's trademarks in 

the manner authorized in writing by Mateo. You will not have the right to sublicense, assign, or transfer your 

license to use the Mateo trademarks. You may not use the Mateo trademarks as part of your corporate or other 

legal name, or as part of any e-mail address, domain name, or other identification of you or your business in 

any electronic medium. You must use the Mateo trademarks only in the form and manner and with the 

appropriate legends as prescribed from time to time by Mateo. 

The following is a list of the trademark and service mark registrations of Mateo's primary trademarks on the 

principal register of the United States Patent and Trademark Office (or applications on file on the Principal 

Register): 

Registration No./ Registration Date/ 

Mark Serial No. Filing Date 

MATCO 1,101,947 September 12, 1978 

MATCO 1,115,963 April 3, 1979 

Eagle Head in Hexagon 1,147,518 Febmary 24, 1981 

MATCO TOOLS & Design 2,809,904 Febmary 3,2004 

There are no curtently effective material determinations of the United States Patent and Trademark Office, 

Trademark Trial and Appeal Board, or the trademark administrator in any state or any court, no pending 

34 

Mateo 2iil2.FDD/PK 35575.12-5-14^420^ 03/09/4412

infringement, opposition or cancellation proceedings, and no pending material litigation involving these 

trademarks which limit or restrict their use in any state. 

There are no agreements curtendy in effect which significantly limit the rights of Mateo to use or license the 

use of these trademarks in any manner material to you. To the knowledge of Mateo, there are no infringing 

uses which could materially affect your use of the licensed trademarks or other related rights in any state. 

Mateo is obligated under the Distributorship Agreement to protect the rights which you have to use Mateo's 

trademarks and other related rights and to protect you against claims of infringement and unfair competition 

with respect to the trademarks. However, if anyone establishes to Mateo's satisfaction that its rights are, for 

any legal reason, superior to any of Mateo's trademarks, trade names or service marks, then you are required to 

use such variances or other service marks, trademarks or trade names as required by Mateo to avoid conflict 

with such superior rights. 

Patents 

(15)a41PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION 

While Mateo and/or Danaher subsidiaries own or may own design patents and/or utility patents on tool chests 

and possibly other products that might be sold by a distributor, there are no patents that are material to the 

distributorship. 

Copyrights 

Mateo filed for, and received, a United States copyright for its Mateo Distributor Business System (the MDBS 

Program, referred to in Item 5 above). The registration number is TX 2-495-161, and it was made effective on 

July 5, 1988. Mateo also filed for, and received, a Canadian copyright for the MDBS Program. The Canadian 

copyright is titled "Computer Program for Aiding Distributors in the Distribution of Mateo Tools." The 

Canadian registration number is 437486, and it was made effective on October 18, 1994. 

Mateo has copyrighted advertising materials and designs, training films, workbooks, the Manual, and items 

relating to the operation of Mateo® Distributorships. Other than the MDBS Program, Mateo has not applied to 

the United States Copyright Office to register its copyrights. 

There are no infringing uses actually known to Mateo that could materially affect your use of any copyrighted 

material supplied by Mateo in any state. There are no determinations of the Copyright Office or any court, no 

pending interference, opposition or cancellation proceedings, nor any pending material lidgadon involving 

such copyrighted materials which are relevant to their use in any state. There are no agreements curtently in 

effect which significandy limit the rights of Mateo to use or license the use of these copyrighted materials in 

any manner material to you. 

Confidential Operations Manual 

In order to protect the reputation and goodwill of Mateo and to maintain operating standards under the System 

and the Marks, you must conduct your business in accordance with the terms of the Distributorship Agreement 

and in compliance with the provisions of the Manual and any written directives issued by Mateo. 

Confidential Information 

In addition to the Manual, Mateo will provide you with other confidential business information and proprietary 

materials which relate to the operation of the Distributorship business. You must keep confidential, during and 

after the term of the Distributorship Agreement, the Manual and all such confidential business information and 

proprietary materials disclosed to you by Mateo. You may not disclose the confidential information or 

proprietary materials to any person or use them for your benefit except in connection with the operation of 

35 

Mateo 2Q12_FDD/PK ^^40^40^-14^49051.8 03/09/4412

your Distributorship business. 

confidentiality. 

You will be liable to Mateo for damages caused by any breach of 

Uâ5\ OBLIGATION TO PARTICIPATE IN 

THE ACTUAL OPERATION OF THE FRANCHISE BUSINESS 

You must use your best efforts to promote the sale of the Products and to provide service and wartanty support 

to your actual and Potential Customers. You will be responsible for all aspects of managing the business 

including, but not limited to, extending credit, budgeting, monitoring and collecting time payment accounts, 

collecting PSA Gold Card accounts, sales, purchases, and inventory management and control. 

You must use your best efforts to timely and accurately enter and maintain, in its entirety, all business 

pertinent data on the MDBS business system relative to the operation of the Distributorship, including but not 

limited to customer data, product data, sales, retums, wartanty and payments. Transactions must be completed 

in strict compliance with Mateo's standards, specifications and procedures, and any unauthorized adjustments, 

or non-compliant use or recordation of transactions (or failure to accurately record transactions) are prohibited. 

AsîsCiissed in Item 12 above and in the DistriliutQrshinAamemcnt..atAQlji^^ 

shoos, stops or locations on vour List of Calls everv week. 

each of vour 

Mateo expects that most Distributorships will be operated by an individual. The individual will operate the 

tfuekMobile Store and conduct the daily operations of the Distributorship. Mateo recognizes that in some 

instances you may utilize the assistance of a spouse, friend, or assistant, and often it will be a spouse 

("Spouse"). While Mateo recognizes the use of third party assistance in performing some clerical and 

bookkeeping functions, the appointment and grant of the Distributorship is to you, and Mateo will rely on you 

to perform the obligations required imder the Distributorship Agreement. If you seek the assistance of a 

Spouse, both you and the Spouse will be liable for the financial obHgations and debts of the Distributorship 

and for causing you to comply with this Agreement. In addidon, the Spouse must comply with certain 

obligations under the Distributorship Agreement, such as, not disclosing confidential information and not 

engaging in competitive activities (See Item 17 below, and Section 1.6 of the Distributorship Agreement). If 

the Distributorship is granted to a partnership, corporation, or limited liability company, an individual 

designated by the partnership, corporation, or limited liability company must manage the business and 

personally guarantee all debts and obligations of the distributorship to Mateo. 

While the Distributorship is contemplated to be operated by one individual, if you own more than one 

Distributorship, you may appoint an "Operator" to operate the second Distributorship, subject our approval. If 

you have only one Distributorship, and you desire to hire a third party to operate your sole Distributorship, you 

must obtain prior written authorization from Mateo's Vice President of Sales before doing so. In either case, 

you must obtain Mateo's approval, the appointed "Operator" must successfully complete the New 

DistributorMatco Business System Training_(MBST) Program, and you must agree to assure that all business 

information and materials disclosed to you and/or your operator will be kept confidential. Your operator must 

sign a confidentiality and non-compete agreement, in a form that is acceptable to Mateo, which will contain 

covenants similar to those described in Items 14 and 17. 

(17)a6)-RESTRICTIQNS ON WHAT THE FRANCHISEE MAY SELL 

You may only sell Products and other merchandise approved by Mateo, and you may not sell any products, 

tools, equipment, or other merchandise which are competitive with any of the Products, except for items that 

are traded-in by your customers, without Mateo's prior written consent. Mateo reserves the rightto change the 

types of authorized products and services which comprise the Products at any timein our discretion. Further, 

you may not offer for sale, sell, or distribute any product not approved in advance by Mateo (including, for 

example, hazardous materials, pomographic materials, or products not related to your business) and you must 

discontinue the offer, sale, or distribution of products promptly upon nodce from Mateo. Mateo imposes this 

Mateo ZURFDD/PK M4;§4j^44349051.8 

36 

03/Q9/U12

equirement because we want all Mobile Stores to carry substantially the same type of items, and want vou to 

concentrate vour efforts on selling Products to vour customers and collecting money from vour customers 

instead of sourcing merchandise. 

You may not operate the Distributorship or sell any Products to any person, entity, or business, or at any 

location not identified on the Potential Customer List, even if such Potential Customer or location is adjacent 

to, or near, a location on your List of Calls or Potential Customer List. Also, you may not sell Products to any 

customer who moves to a location or business not identified on the List of Calls or Potential Customer List. 

You must also provide certain wartantv servie.e to vour customers, and this mav require that vou repair or 

rejjlace_aroducts at vour customer'sj3la_Qe of business. You will have to purchase repair kits from Mateo and 

perform the repair service, f See discussion m Item 6 and Item 11 regarding repair kits for ratchets and other 

iLems.)_Jl!!lQ.u_mlLnp_t receive compensa.tion_lTom Mateo for vour_tjme to p_erform "in the field" w^ranty 

repairs, 

Provided that you comply with the Distributorship Agreement and the requirements of the System, Mateo will 

not impose any other restrictions upon you as to the goods or services which you may offer or to the customers 

to whom you may sell. Mateo does not impose any restrictions or requirements conceming the prices at which 

the Products or other goods or services may be sold by you. 

(I8)£12IRENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION 

THE FRANCHISE RELATIONSHIP 

This table lists certain important provisions of the Distributorship Agreement and related agreements. 

You should read these provisions in the Distributorship Agreement attached to this Disclosure 

Document. 

Provision 

Section in 

Distributorship 

Agreement 

Summary 

a. Length of the 

franchise term 

b. Renewal or 

extension of the 

term 

c. Requirements for 

franchisee to renew 

or extend 

Article 2.1 

Article 2.2 

Article 2.2 

10 Years 

10 Years 

You must give 180 days notice, but not more than one year's 

prior notice; satisfy all material requirements of your curtent 

Distributorship Agreement; pay all amounts due to Mateo; 

modernize your Mateo ^wekMobile Store and equipment; sign a 

new Distributorship Agreement (and this new agreement may 

have terms and conditions that are materially different fromthe 

original Distributorship Agreement); and sign a joint and mutual 

general release 

d. Tenmination by 

franchisee 

Article ll.l_aiid 45 davs notioe45 davs notice. If you tenninate in the first 6 

11.2 months and otherwise satisfy the 6-Month Test Drive 

requirements in Item 5. vou mav remra new Products purchased 

throuf»h or from Mateo for a refiind of vour nurchase price (see 

Item 5 for detailsV 

Mateo 2fll2.FDD/PK 35575.12^44049051.8 

.37. 

M/09/Un

Provision 

Section in 


Agreement 

Summary 

e. Termination by 

Franchisor without 

cause 

Not apphcable 

Not appHcable 

f 

Termination by 

Franchisor with 

cause 

Article 11.22 

Mateo has the right to terminate your Distributorship Agreement 

if you are in breach of the Distributorship Agreement or any 

agreements entered into with Mateo, make an assigiunent for the 

benefit of creditors, face a proceeding in bankruptcy, attempt to 

assign or transfer without Mateo's consent, abandon the 

Distributorship, either voluntarily or involuntarily or due to 

repossession of the Mateo Tools feuekMobileStore and 

inventory, fail to make timely payments, refuse to perform a 

physical inventory if required by Mateo, or deny Mateo access to 

audit books and records. In lieu of termination, Mateo may take 

certain actions or implement other changes. See, for example. 

Item 8 above regarding VPTT Bonus, and Section 1 l.9Ifl of the 


"Cause" defmed - 

curable defaults 

Articles 11.21 

and 11.34 

If applicable law does not specify a time period, you will have 30 

days to cure a violation of any material provision of the 

Distributorship Agreement; you make an assignment for the 

benefit of creditors; a proceeding is instituted against you in 

bankmptcy or insolvency; you attempt to assign your 

Distributorship Agreement without Mateo's consent; or you fail 

to timely pay any amount due to Matco^ 

h. "Cause" defined - 

non-curable defaults 

Article 11.45 

You will not have a rightto cure if you abandon your 

Distributorship; you are convicted of or plead guilty to a gross 

misdemeanor or felony; your conduct materially impairs Mateo's 

marks or the System; you refuse to allow Mateo to audit your 

books; you have been found to have submitted fraudulentcredit 

applications; you commit fraudulentact(s); you offer to sell or 

sell any products to customers not identified on your List of Calls 

or Potendal Customer List without Mateo's express written 

authorizadon; you cannot perform obligations for six consecutive 

months or for six months within a period of 18 consecutive 

months; you die; you commit the same default again within a 12 

month period after the previous default that you previously cured; 

or you commit the same or different default three or more times 

within any 12 month period, whether or not cured after notice; or 

you make an assignment for the benefit of creditors or if a 

voluntary or involuntary proceeding is instituted against you in 

bankmptcy or under any other insolvency or similar law; or you 

fail to submit to, or you fail, any drug or alcohol test required by 

Mateo. 

Mateo ZQliFDD/PK 35575.l-g#44j4gQlL8- 

.38. 

ii2/09/44jL2

Provision 

i. Franchisee's 

obHgations on 

termination or 

nonrenewal 

j. Assignment of the 

contract by 

franchisor 

k. "Transfer" by 

franchisee - defined 

1. Franchisor approval 

of transfer by 

franchisee 

m. Conditions for 

franchisor approval 

of transfer 

n. Franchisor's right of 

first refusal to 

acquire franchisee's 

business 

0. Franchisor's option 

to purchase 

franchisee's 

business 

p. Death or disability 

of franchisee 

Section in 


Agreement 

Article 11 S§ 

Article 10.5 

Article 10.1 

Article 10.2 

Article 10.2 

Not apphcable 


Article 11.4 

Summary 

You must cease using Mateo's marks and the System; remove 

Mateo's marks and logos from your Mateo sûekMohiJe Store; 

pay what you owe Mateo pursuant to the Distributorship 

Agreement, including interest on your Open Purchase Account's 

balance; provide Mateo with all inventory and financial 

information for last 12 months; provide Mateo with all customer 

information; and return all printed materials, software and 

manuals Mateo provided you. 

No restriction on Mateo's right to assign^ 

Transfer of any interest in the Distributorship or substantially all 

of your Distributorship assets. 

Mateo must approve in advance and in writing any transfer made 

by you but will not unreasonably withhold its consent^ 

You are not in default and pay all money owed to Mateo pursuant 

to the Distributorship Agreement; you sign a joint and mutual 

general release with Mateo; the transferee meets Mateo's 

standards; the transferee successfully completes the New 

DislTibtitorMatCQ Business System TrainingiMJBSX) Program; 

and you and the transferee complete all necessary assignments 

and other legal documents. Mateo may also rely on any other 

reasonable conditions in determining whether to approve the 

transfer. 



The death of the Distributor is grounds for default and 

termination of the Distributorship Agreement. You will not have 

the right to cure if you are disabled to the extent that you cannot 

perform such obligations contained in the Distributorship 

Agreement for a period of six consecutive months, or if you die. 

Mateo 2Q12.FDD/PK 35575.135 14-34a31LS- 

.39 

jn/09/44i2

Provision 

Noncompetition 

covenants during 

the term of the 

franchise 

Noncompetition 

covenants after the 

franchise is 

terminated or 

expires 

s. Modification of the 

agreement 

t. Integration/merger 

clauses 

u. Dispute resolution 

by arbitration or 

mediation 

Section in 


Agreement 

Article 11.8 

Articles 10.6 

and 11.82 

Article 13.5 

Article 13.5 

Article 12 

Summary 

During the term of the Agreement, the Distributor and Spouse 

must promise that the Distributor, Spouse, the Distributor's 

employees and the immediate family members of the Distributor 

and Spouse will not engage in any activities in direct or indirect 

competition with Mateo, including without limitation, a business 

that manufactures, sells, and/or distributes any products that are 

the same as or similar to the Products, and will not sell or attempt 

to sell to any customers or Potential Customers of the 

Distributorship any products that are the same or similar to the 

Products. 

For one year after the termination of your Distributorship 

Agreement, the Distributor and Spouse must promise that each of 

the Distributor, Spouse, the Distributor's employees and the 

immediate family members of the Distributor and Spouse will not 

sell or attempt to sell any tools to any customer to whom the 

Distributor sold Products in the previous 12 months, or to any 

person or business located on, or identified in, the List of Calls 

and Potential Customer List if the Distributor had made any sales 

calls to such person or business in the previous 12 months. 

Mateo encourages new Distributors to obtain a noncompetition 

agreement from the previous Distributor in connection with a 

transfer or assignment of the route, the business or the accounts. 

Any modification must be in writing and signed by both you and 

Mateo. 

The Distributorship Agreement is the entire agreement between 

you and Matcor%u^this-ptwisieft^ti'-tiefaet-;,_Al;iy 

representations or be interpreted, m a ditôlQimeipromises outside 

of aay-r«pr«sefl4atien-Hâde4f^tltis-Pfaftebise D^ 

Document or its exhibits er amendmentsthe franchisedisclosure 

document and Distributorship Agreement may not be 

enforceable. 

Except for certain claims, all disputes must be arbitrated in 

Summit or Cuyahoga County, Ohio. In addition, mediation ii 

required prior to bringing certain disputes or claims. 

V. Choice of forum Article 12.9 Litigation must be in Summit or Cuyahoga County, Ohio (See 

Note 1 below) 

w. Choice of law Article 13.3 Governing law will be the laws of the State of Ohio (See Note 1 

below) 

Provisions of the Distributorship Agreement giving Mateo the right to terminate in the event of your 

bankmptcy may not be enforceable under federal bankmptcy law (11 U.S.C. Sec. lOl. et seq.). 

Notes 

Mateo 2m2.FDD/PK 35575.12544gâmX 

_40_ 

jn/09/WI2

1. If a state law requires any modifications to these provisions of the Distributorship Agreement, those 

modifications will be found in Exhibit H, the State-Specific Disclosures and State-Specific Amendments to the 


2. In addition to the provisions noted in the chart above, the Distributorship Agreement contains a number of 

provisions that may affect your legal rights,including a mutual waiver of a jury trial, mutual waiver of punitive 

or exemplary damages, and limitations on when claims may be raised. See the Distributorship Agreement 

Article 12. We recommend that you carefiilly review all of these provisions, and all of the contracts, with a 

lawyer. 

(19)a&XPUBLIC FIGURES 

Mateo does not use any public figureto promote the Distributorships. 

aO)aaiFINANCIAL PERFORMANCE REPRESENTATIONS 

The FTC's Franchise Rule permits a franchisor to provide information about the actual or potential financial 

performance of its franehised and/or franchisor-owned outlets, if there is a reasonable basis for the 

information, and if the information is included in the disclosure document. Financial performance information 

that differs fromthat included in Item 19 may be given only if: (I) a franchisor provides the actual records of 

an existing outlet you are considering buying; or (2) a franchisor supplements the information provided in this 

Item 19, for example, by providing information about possible performance at a particular location or under 

particular circumstances. 

Presented below are certain operating results from 1,006134 Distributors in 20102011. 

Chart 19-A reflects the average gross revenue figures, referted to as "Average Total Completed Business," for 

the Mateo Distributors, which includes the revenue from the sales of Mateo Products and other products. The 

information is segregated into thirds, based on Total Completed Business. The information in Chart 19-A is 

explained below. Please read carefully all of the information in this Item 19, and all of the notes following the 

data, in conjunction with your review of the historical data. 

Chart 19-A 

Average Total Completed Business - 201^2011 

Top 1/3 

s:m^8^4n,2S9.6s 

Middle 1/3 Bottom 1/3 

!ftm^l96,S74.I6 

No. of Distributors 

Above Average 423-140 


Above Average 442191 


Above Average 48^*226 


Below Average 

34^23g 


Below Average 

4M185 


Below Average 449152 

Chart 19-B 

Distributor Sales Margins 

Presented below are the average sales margins for the 1,00^134 Distributors in 2044)2i?U.. The "average sales 

margins" data is segregated into the same groups as in Chart 19-A. 

Mateo 2m2.FDD/PK ^5s5543544442Q5Li. 

_41 

Ji2/09/44I2

Mateo's 1,006134 Distributors reported the following average sales margins in 2O4O2011: 

TOD 1/3 

Middle 1/3 

Bottom 1/3 

37.^55% of purchase price 

57v436.76% of purchase 

price 

^3608% of purchase 

price 


Above Average 343-193. 






Below Average 

9^185 


Below Average 90164 


Below Average 

4^177 

The information in Chart 19-B is explained in Note 3 below. Please read carefully all of the information in 

this Item 19, and all of the notes following the data, in conjunction with your review of the historical data. 

Notes 

1. The charts reflect the operating data for 1,006134 Mateo Distributors in the United States that were in 

business for all of 20102011, and that reported sales for at least 48 weeks during 2OIO2011. Mateo is not 

providing, and this chart does not reflect, information regarding Distributors who started during 2OM)2011. or 

those who left the system or stopped selling Mateo products during 2O4-O2011. The three groupings of 

Disttibutors (Top 1/3, Middle 1/3 and Bottom 1/3) included ^^378 Distributors in the Top 1/3 group, ^^378 

Distributors in the Middle 1/3 group, and ^M378 Distributors in the Bottom 1/3 group. 

2. The terminology, "Average Total Completed Business," as used in Chart 19-A means the total cash or 

revenue a Distributor received during 201021111 including sales tax collected, fromthe sale of all products and 

services. This includes revenue from the sale of Mateo Products and products acquired from third parties. The 

revenue received by the Distributors is comprised of cash sales. Time Payment collections from previous sales, 

credits received by the Distributor fromthe sale of PSA (Purchase Security Agreements, which are installment 

contracts; see Item 10 above), cash received based on monthly invoices and customers (usually products sold 

to a shop or business, and not an individual), and rebates based on timely payments for products (see note 3 

below). The average is comprised by adding the total business for all Distributors in the group, and dividing 

that number by the number of Distributors in the group. This does not include any Volume Payment to Terms 

bonus, or rebate payments. 

3. Chart 19-B: As discussed in Item 8 above, Mateo sells Products to Distributors at discounts from the 

recommended Hst price. And there are varying discounts on different Products, as well as specials and 

promotions throughout the year. The Distributors may sell the Products at any price they choose. The "sales 

margin" is a percentage that reflects the difference between the Distributor's selling price for a Product and the 

price the Distributor paid for the Product. For example, if a Distributor paid $65 for a Product and sold it for 

$100, the sales margin would be 35% ($l00-$65 = $35; $35 divided by $100 = 35%.) The "average sales 

margin" was calculated in MDBS for each Distributor based on the Distributor's purchases and sales of 

Products in 2O-1-O2011. The data in Chart 19-B reflects the average sales margins for all Distributors in the 

sample, segregated by thirds as in Chart 19-A. Each grouping of a third of the Distributors is an average for 

the Distributors in that specific group (Top 1/3, Middle 1/3 and Bottom 1/3). 

Mateo 2Q12_FDD/PK ?5i5S,i.2544^42tmJ_ 

_42

4. The data in the charts is obtained from the Distributors through the MDBS system (see Item 11). As 

Distributors purchase Products from Mateo, they also report on sales made and revenue received. A weekly 

sales report is generated if the Distributor places an order to purchase Products in a given week. Therefore, the 

information in the chart is based solely on data received from the Distributors through MDBS. These figures 

have not been reviewed or audited by Mateo. 

5. Substantiation of the data used in preparing the materials in these Item 19 charts will be made available to 

you upon reasonable request. 

6. Actual results vary fromMateo Distributorship to Mateo Distiibutorship. Your sales, revenue and income 

will be affected by a variety of factors, including your sales and marketing skills; your frequency of visits to 

actual and Potential Customers; efforts to collect on unpaid invoices or installment contracts; retail prices you 

charge for products; discounts you may offer; prevailing economic or market conditions; demographics; 

interest rates; your capitalization level; the amount and terms of any financing that you may secure; and your 

business and management skills. 

7. Other than revenue figuresabove, the charts do not include any estimate of, or specific or historic data 

regarding, costs, expenses or debts that a Distributor has incurted, or may in the future incur. We cannot 

predict or project your costs and expenses. The following is a list of the types of expenses that a Mateo 

Distributor may incur: 

• Labor costs, including payroll, taxes and benefits (which may include health and/or life insurance, 

vacation, and pension plan contributions) for you, the individual Distributor, or any employee. 

• Cost of goods sold, which includes wholesale cost of products that may be offered. 

• TraekMobile Store costs, including lease or purchase payments, maintenance, gas, and similar 

costs. 

• Insurance. 

• Marketing and promotional costs. 

Freight costs incurted with tool returtis and wartantv repairs^ as well as those incurred for 

receiving shipments of certain items from Mateo. 

The types of expenses, and the amount of costs and expenses, are likely to vary from Mateo Distributor to 

Mateo Distributor and from list of calls to list of calls. These may not be all of the expenses that you may 

incur. 

8. Prospective distributors should be aware that in evaluating a financial performance representation or an 

earnings claim that includes revenue or sales figuresonly, or does not include all costs of goods sold, operating 

expenses, and other expenses, that costs and expenses must be deducted from the gross revenue or gross sales 

figures to obtain net income or profit. This Item 19 financialperformance representation does not include net 

income or profit. 

9. The information in this Item 19 reflects the aggregate results of 1,006134 Mateo Distributors. It is not a 

representation or guarantee that you will or may achieve any particular level of revenue, sales, or profits 

in the operation of your Distributorship. We cannot estimate or predict the results that you may 

experience as a distributor. You are strongly advised to conduct an independent investigation of this 

opportunity to evaluate the expected or potential costs and expenses you will incur as a Mateo Distributor. 

You should consult your attorney, accountant, and other professional advisors. Also, curtent and former 

Distributors listed in this Disclosure Document may be one source of information. 

Mateo 2ai2.FDD/PK ^4434-^3^44449051 .S 

43 

Q3/09/-UI2

40rExeep^-as----(:Uselosed~sbove;---\ve-do-^H»t---make--^my-wriH

Table 2 

Transfers of Outlets from Franchisees to New Owners (other than the Franchisor) 

For years 2008^2009JjjUO and 20402011 (Note 1) 

State (Note 2) Year Number of Transfers 

Arizona 20082002 34 

4 

2010 1 

2011 0 

Arkansas 20082002 01 

4 

2010 0 

2011 0 

California 30082002 0 

7nno 0 

2010 1 

2011 2 

Colorado 30082002 01 

4 

2010 0 

2011 1 

Connecticut 30082002 01 

4 

2010 0 

2011 1 

Florida 20082002 02 

3 

2010 1 

2011 0 

Georgia 30082002 02 

3 

2010 0 

2011 0 

Illinois 30082002 02 

^nno 3 

Mateo 2Q12JDD/PK ^5575.n^44j4mLS. 

,45. 

jn/09/44J2


2010 2 

2011 2 

Indiana 

30082002 01 

4 

2010 3 

Iowa 

30082011 01 

2009 0 

2010 1 

2011 0 

Louisiana 

30082002 01 

2010 0 

2011 0 

M»»isachiisetts 2009 40 

2010 0 

2011 2 

Michigan 

30082002 02 

•>ftnn 2 

2010 1 

2011 0 

Minnesota 

30082009 02 

2010 0 

2011 0 

Mii^soiiri 2009 30 

2010 0 

2011 1 

Montana 

30082002 01 

4 

2010 0 

2011 0 

New Jersey 

30082002 01 

-IQftQ 

4 

2010 0 

2011 0 

Mateo 2fli2.FDD/PK 35575.125 llJiamX 

_46_ 

J)3/09/-U12


Texas 

Total 

Total 

New Mexico 

20082002 01 

4 

2010 0 

2011 0 

New York 

30082002 05 

5 

2010 0 

2011 0 

Oklahoma 

30082009 0 

0 

2010 1 

2011 0 

Pennsylvania 

30082002 01 

4 

2010 1 

30082011 40 

2009 4 

2010 0 

2011 2 

Virginia 

30082009 01 

4 

2010 0 

2011 1 

Washington 

30082009 02 

3 

2010 0 

30082011 ^1 

2009 35 

2010 12 

2011 15 

Notes: 

(1) All numbers are as of the fiscal year end. Each fiscal year ends on December 31. 

(2) States not listed above did not have any activity or distributorships during these three years. 

Mateo 2Q12-FDD/PK 35575.12^44^49051.8 

.47. 

J)2/Q9/Uil

Table 3 

Status of Franehised Outlets 

For years 3008r2009s,2010 and 301^2011 (Note 1) 

State Year Outlets at 

Start of 

Year 

Ala llama 

Ala ika 

Ari Eona 

Arl ansas 

09 

300920 

10 

304020 

11 

09 

300920 

10 

304020 

11 

09 

10 

301020 

11 

09 

300920 

10 

304020 

11 

Cal ifornia 300820 

02 

300920 

10 

50"l:"02il[ 

11~ 

Coi 

inecti- 300820 

cut 

09 

300920 

10 

304020 

11 

Outlets 

Opened 

Terminations 

Non- 

Renewals 

Reacquired 

by Franchisor 

Ceased 

Operations 

Other 

Reasons 

Outlets at 

End of 

the Year 

46Ji +i 4 2 4411 

4411 ^2 -t^J2 

24 1 a 19 

^5 4 4 5 

5 5 

5 1 1 5 

mi 451 2 7 4Mi 

4Mi 21 ^1 44^ 

4441 ^2 I 55 43M 

4^12 5 41 4^21 

4921 2 3 24J1 

24-12 4^ 21 ^ 17 

494112 n}£ 62 2 2621 44?165 

4^165 16 2422 445m 

465ii3J^ 46iS m 2210 455146* 

4511 ^1 1 17 

17 1 4 47JJ 

4^11 +1 1 4*19 

Mateo 2m2-FDD/PK ^5i7§4a544342£iSLS. 

_48. 

_Q2/09/44i2


Start of 

Year 

Col orado 

09 

300920 

10 

301020 

11 

Del iware 300820 

09 

300920 

10 

301020 

11 

Dis 

rict of 

Col 

ambia 09 

300920 

10 

301020 

11 

Flo 'ida 300820 

09 

lo"" 

30^Mt20 

11 

Ge< rgia 300820 

09 

300920 

10 

304020 

11 

Ha vaii 300820 

09 

200920 

10 

301*20 

11 

Ida 10 300820 

09 

300920 

10 

Outlets 

Opened 

Terminations 

Non- 

Renewals 

Reacquired 

by Franchisor 

Ceased 

Operations 

Other 

Reasons 

Outlets at 

End of 

the Year 

2526 62 1 52 2621 

2631 91 4 5S 5426 

5426 51 1 82 2422 

^1 1 21 

21 1 4 +2 

42 I 22 

0 0 

0 0 

0 0 

4412 4^14 8282 

4;fl 22 442 851S 

ÎS ^42 59 9 ^12 

5955 «2 51 OS 5552 

5552 ^1 1 84 53 

53 512 42 41 5555 

4011 21 4 1 11 

11 +1 ^2 

21 51 10 

44S 1 82 

^2 4 2 ^1 

Mateo 2Q12.FDD/PK 5 75.12544449051.8 

_49_ 

J)2/09/U12


Start of 

Year 

Illi] lois 

i i ~ 

09~ 

300920 

10 

i i ~ 

Ind [ana 300820 

09 

low a 

Ka isas 

300920 

10 

304020 

11 

09~ 

300920 

10 

304020 

11 

20082Q 

09~ 

300920 

10 

304020 

11 

Kei itucky 300820 

09 

'200920 

10~" 

301020 

11 

Lot isiana 300820 

09 

300920 

10 

304020 

11 

Outlets 

Opened 

Terminations 

Non- 

Renewals 

Reacquired 

by Franchisor 

Ceased 

Operations 

Other 

Reasons 

Outlets at 

End of 

the Year 

92 i 21 m 

80S2 4412 1 92 82S6 

83S6 422 I ;^12 86S2 

912 42 43S 82 

5821 ^2 I ?1 5?2S 

58 1 46 5822 

2822 82 4 ^2 39 

4612 34 42 4?12 

4^12 45 34 492Q 

52 41 2021 

+4^12 35 2 4 5 4215 

42Ji 52 21 1 4516 

+Î6 21 4 1 16 

2422 +2 1 4 I 2524 

2524 51 1 11 2412 

2412 42 4 ^2 1911 

14 22 1 21 1415 

4411 51 1 44 4511 

4511 +2 4 42 4411 

Mateo 2fll2,FDD/PK 35575.135 112iaaiLS_ 

.50_ 

_Q3/09/44I2


Start of 

Year 

Ma ne 200820 

09 

300920 

10 

2OI'O20 

n 

Ma 'yland 300820 

02 

300920 

10 

204020 

11 

Ma 

isachu- 200820 

setl 

02~ 

300920 

10 

304020 

11 

Mil higan 300820 

09 

Mil inesota 

300920 

10 

•20i02Q 

11 

02 

300920 

10 

204020 

11 

Mis sissippi 300820 

02~ 

20W»2fl 

10 

304020 

11 

Mis souri 200820 

02~ 

30^20 

10 

Outlets 

Opened 

Terminations 

Non- 

Renewals 

Reacquired 

by Franchisor 

Ceased 

Operations 

Other 

Reasons 

Outlets at 

End of 

the Year 

3 1 52 

52 2 4 24 

34 21 1 4 

5531 4 +2 1 42 5426 

^26 2 22 4 2 3624 

3624 56 5 21 3422 

2 4 1 4011 

4^11 36 1 4416 

4416 61 1 12 4620 

5250 812 22 85 5055 

445 52 1 5 ^52 

5552 21 4 52 52 

3622 61 1 42 2720 

3?2a 74 4 54 30 

30 46 1 2 46 5022 

12 54 4 4 1 4315 

4215 4 15 

15 2 5 45a 

27^ 3 1 4 52 2524 

2524 24 4 22 2425 

Mateo 2fll2_FDD/PK ^îOSA^&U^mmA. 

_51 

JJ3/09/44i2

state Year Outlets at 

Start of 

Year 

20'10 20 

u~ 

Mo ntana 200820 

09~ 

200920 

10 

304020 

11 

Nel raska 200820 

09 

20^20 

10 

201020 

i i ~ 

Nei ada '200820 

09~ 

Nei 

V 

Ha 

npshire 

30^20 

10 

304020 

11 

200820 

09~ 

300920 

10 

304020 

11 

Nei fJersey 300820 

02 

Nei 

f 

Me 

dco 

300920 

10 

20102cfi 

i i ~ 

20(^820 

09 

300920 

10 

204020 

11 

Nei f York 300820 

02 

Outlets 

Opened 

Terminations 

Non- 

Renewals 

Reacquired 

by Franchisor 

Ceased 

Operations 

Other 

Reasons 

Outlets at 

End of 

the Year 

2425 42 54 2^21 

4 1 1 4 

4 1 I 4 

4 1 4 45 

^6 22 4 ^9 

62 5 1 91 

9g 2 42 «2 

4310 4 

-> 

a- 10 

10 2 2 4011 

4011 21 32 442 

75 3 5 

5 1 ^6 

^6 1 1 6 

4421 ^2 2 94 5734 

57^24 54 21 42 34 

34 45 42 54 5422 

4715 52 72 4516 

4516 21 1 22 4612 

4612 4 4 52 4511 

6056 16 32 5S 5651 

Malco 2012FDD/PK ^^^3^^44544049051.8 

.52. 

J}y09/U12

state Year Outlets at 

Start of 

Year 

Noi 

th 

Cai 

olina 

NOI 

th 

Dal 

;ota 

200920 

10~ 

201.020 

ii~ 

300820 

02 

300920 

10 

304020 

11 

300820 

02 

300920 

10 

204020 

11 

Oh 0 300820 

02 

300920 

10 

20 H 020 

i i ~ 

Ok ahoma 300820 

02 

300920 

10 

304020 

11 

Ort gon 200820 

09 

Per 

nsyl- 

van 

ia 

300920 

10 

304020 

11 

300820 

09 

300920 

10 

201020 

i i ~ 

Outlets 

Opened 

Terminations 

Non- 

Renewals 

Reacquired 

by Franchisor 

Ceased 

Operations 

Other 

Reasons 

Outlets at 

End of 

the Year 

5651 610 3 810 544S 

&m 40S 51 401 4854 

5451 6 21 74 5452 

^52 612 4 46 5351 

1 

535S 431 65 5854 

2 1 23 

22 I 24 

54 4 1 42 

4751 75 1 ^ 51 

51 ^2 44 42 ^H2 

^ 25 4 35 47 

4715 2 42 12 4514 

4514 3 3 2 -1415 

4415 3 22 15 

11 42 41 4412 

4412 21 1 42 4510 

4510 1 1 22 

4442 24 1 42 42 

42 41 12 3 4345 

4245 3 55 4^ 

Mateo 2!112.FDD/PK 35575.125l-f442Q5IA. 

.53. 

JQ/09/UX2


Start of 

Year 

PU( rto Rico 200820 

09 

Rhi 

ide 

Ish 

nd 

Soi 

th 

Cai 

olina 

Soi 

th 

Da] 

;ota 

300920 

10 

304^20 

11 

200820 

09~ 

300920 

10 

204^20 

11 

300820 

09 

200920 

10 

304020 

11 

300820 

09 

300920 

10 

304020 

11 

Tei nessee 200820 

09 

200920 

10 

304020 

11 

Tes as 200820 

09~ 

200920 

10 

304020 

U 

Uta h "200820 

09~ 

300920 

10 

Outlets 

Opened 

Terminations 

Non- 

Renewals 

Reacquired 

by Franchisor 

Ceased 

Operations 

Other 

Reasons 

Outlets at 

End of 

the Year 

10 42 1 4 401L 

4011 3 4 11 

11 1 1 11 

2 1 21 

31 4 1 

1 I 

1^1^ 2 42 4 4612 

1^12 3 1 41 4314 

4214 45 4 1 4411 

46 3 6 

6 1 ^2 

61 1 7S 

2622 ^2 42 24 2920 

3920 76 2 42 5021 

5031 6 2 24 54^ 

439138 3522 4 15 458146 

458146 2511 5 4511 446140 

446140 47M ^2 4^12 440142 

4515 51 42 1SJ4 

4^Ji 4- 21 4412 

Mateo 2QJJLFDD/PK 35575.1251^^49051.8 

.54_ 

J13/09/44i2


Start of 

Year 

304020 

11 

Vei mont 200820 

02~ 

300920 

10 

304020 

11 

Vir ;inia 200820 

02 

300920 

10 

304^20 

11 

Wa 

ihing- 200820 

ton 

02 

We 

it 

Vir 

;inia 

300920 

10 

304020 

11 

200820 

02 

300920 

10 

304020 

U 

Wii consin 200820 

02 

300920 

10 

304020 

U 

Wy Dming 200820 

02 

300920 

10 

304020 

11 

Tot als 300820 

02 

Outlets 

Opened 

Terminations 

Non- 

Renewals 

Reacquired 

by Franchisor 

Ceased 

Operations 

Other 

Reasons 

Outlets at 

End of 

the Year 

4412 1 42 4511 

2 2 

2 1 22 

22 4 3 

5534 52 4 52 5422 

5422 35 4 51 33 

33 510 42 45 5226 

5525 442 1 96 5521 

5521 54 1 6 5421 

542S 46 1 62 3821 

1 1 42 

42 4 2 

2 1 22 

4442 26 4 72 4542 

4542 ^2 2 21Q 4742 

4742 75 3 104 4342 

65 4 4 59 

^2 4 2 1 96 

96 3 4 6 

44791443 245215 4341 72 0 200152 44451462 

Mateo 2m2.FDD/PK 55??^43544242!mX 

_55. 

J)3/09/4+I2


Start of 

Year 

Notes: 

300920 

10 

304020 

11 

Outlets 

Opened 

Terminations 

Non- 

Renewals 

Reacquired 

by Franchisor 

Ceased 

Operations 

Other 

Reasons 

Outlets at 

End of 

the Year 

44451462 2451M 4451 52 0 4^122 446314.L8 

44431418* 488209 54^ 22 0 4^152 444^1423 

* 

01 -All numbers are as of the fiscal year end. Each fiscal year ends on December 31. 

One distributor in California was terminated in 2010. the.n_r.dnst8led in 2011 but not counted as a 

^'start" or a new distributor. He was then terminated aâin in 2011. These figu.r£Sêfle_g_Lh-is 

State (Note 1) 

Year 

Table 4 

Status of Company-Owned Outlets 

For years 3008^2009. 2010 and 30102011 

Outlets at 

Start of 

the Year 

Outlets 

Opened 

Outlets 

Reacquired 

From 

Franchisee 

Outlets 

Closed 

Outlets 

Sold to 

Franchisee 

Outlets at 

End of the 

Year 

Massachusetts 20082002 0 0 0 0 0 0 

30092010 0 06 0 01 0 05 

30102011 05 60 0 45 0 50 

Totals 30082002 0 0 0 0 0 0 

Notes: 

30092010 0 06 0 01 0 05 

30402011 05 60 0 45 0 50 

(1) States not listed did not have any activities, outlets or distributorships. 

Table 5 

Projected Openings As Of December 31,30102011 for 30442012 (Note 1) 

State 

Franchise Agreements 

Signed But Outlet Not 

Opened 

Projected New 

Franehised Outlet In 

The Next Fiscal Year 

Alabama 3 

Alaska 2 

Arizona 10 

Arkansas 3 

California 13 

Connecticut 5 

Colorado 6 

Projected New 

Company-Owned 

Outlet In The Next 

Year 

Mateo 2ai2.FDD/PK 35575.1351 t2_lgQ:UA. 

.56. 

jn/09/4412

state Franchise Agreements Projected New Projected New 

Signed But Outlet Not Franehised Outlet In Company-Owned 

Opened The Next Fiscal Year Outlet In The Next 

Year 

Delaware 2 

District of Columbia 2 

Florida 9 

Georgia 7 

Hawaii 2 

Idaho 2 

Illinois 8 

Indiana 5 

Iowa 3 

Kansas 4 

Kentucky 4 

Louisiana 5 

Maine 32 

Maryland 5 

Massachusetts 5 40 

Michigan 6 

Minnesota 6 

Mississippi 5 

Missouri 5 

Montana 3 

Nebraska 3 

Nevada 3 

New Hampshire 3 

New Jersey 8 

New Mexico 4 

New York 6 

North Carolina 5 

North Dakota 2 

Ohio 5 

Oklahoma 5 

Oregon 5 

Pennsylvania 6 

Puerto Rico 2 

Rhode Island 32 

South Carolina 4 

South Dakota 2 

Tennessee 5 

Texas 14 

Utah 3 

Vermont 2 

Virginia 5 

Washington 6 

West Virginia 2 

Wisconsin 5 

Wyoming 0 

Total 0 358240 40 

Notes: 

(I) For the fiscalyear beginning January 1,2011. 

Mateo 2m2_FDD/PK 35575.135 I 12iiQlL8- 

.57, 

J13/09/4+I2

Attached as Appendix B is a list of the addresses and telephone numbers of our Active Distributors. Attached 

as Appendix C is a list containing the name, city and state, and current business telephone number or last 

known home telephone number of every distributor whose Mateo Distributorship has, within the one-year 

period immediately preceding December 31, 304-02011, been terminated, canceled, not renewed, or who has, 

during the same period, otherwise voluntarily or involuntarily ceased to do business as a Mateo distributor, or 

who has not communicated with Mateo during the ten-week period preceding the date of this Disclosure 

Document. (Mateo's record of "no communication" indicates distributors for whom there have been no 

purchases fi-om Mateo during the six-week period ended December 31, 30402011.) If you buy a Mateo 

Distributorship, your contact information may be disclosed to other buyers when you leave the fiânchise 

system. 

Neln some instances, current or former distributors have signed u con.fideiitiality dame in a distributor 

agFeemeiih-"i»etitemeHf -(>r--

(23)a2jLCONTRACTS 

Attached to this Disclosure Document as Appendix D is the Mateo Tools Distributorship Agreement, with the 

following exhibits attached thereto: 

Exhibit A 

Exhibit B 

Exhibit C 

Exhibit D 

Exhibit E 

Exhibit F 

Exhibit G 

Exhibit H 

Exhibit I 

Exhibit J 

Exhibit K-1 

Exhibit K-2 

Exhibit L 

Exhibit M 

Exhibit N 

Exhibit O 

Exhibit P 

Exhibit Q 

List of Calls and Potential Customer List 

[Reserved] 

Installment Promissory Note 

Security Agreement 

Distributor's Purchase-Security Agreement Credit Assignment Agreement 

Addendum and Guaranty to Distributor's Purchase-Security Agreement 

Credit Assignment Agreement 

Purchase Money Security Agreement 

Purchase Money Security - Master Agreement 

End User's Credit Application Subject to Mateo Tools/P.S.A. Credit 

Approval 

Distributor's Purchase Security Agreement Recourse Credit Assignment 

Agreement 

Purchase Money Security Agreement - New Tech Recourse 

Purchase Money Security Agreement - Gold Recourse 

Distributor Lease Agreement 

Shop Owner Lease Application 

Equipment Lease Agreement 

Mateo Distributor Business System Software License, Maintenance and 

Support Agreement and Information Form 

Guarantee, Indemnification, and Acknowledgment 

Mateo Tools Web Page Agreement 

Attached to this Disclosure Document are the following other contracts and acknowledgements: 

Appendix I: 

Appendix J: 

•Appendix K: 

Mateo Distributor Consent to Alcohol and Drug Testing form 

Mutual Release Agreement 

Ride Along Acknowle_d-gement 

f24U23^ RECEIPTS 

The last page of this Disclosure Document is a detachable acknowledgement of receipt. 

Mateo 2m2.FDD/PK ^??î545#44^4SaSLS_ 

.59. 

jn/09/UI2

MATCO TOOLS 


APPENDIX A: FINANCIAL STATEMENTS 

Mateo mZFDDfPK jS575.l2ni9051.8 03/09/4412

CONSOLIDATED FINANCIAL STATEMENTS 

NMTC, Inc. and Subsidiaries 

Years Ended December 31, 2011, 2010 and 2009 

With Report of Independent Auditors 

Ernsts Young LLP 

=U ERNST &YOUNG


Consolidated Financial Statements 

Years Ended December 31, 2011, 2010 and 2009 

Contents 

Report of Independent Auditors 1 

Consolidated Financial Statements 

Consolidated Balance Sheets 2 

Consolidated Statements of Earnings 3 

Consolidated Statements of Stockholders' Equity 4 

Consolidated Statements of Cash Flows 5 

Notes to Consolidated Financial Statements 6 

1112-1313840

Illl' 

sU ERNST &YOUNG 

Ernst & Young LLP 

621 East Pratt Street 

Baltimore, Maryland 21202 

Tel: + 1 410 539 7940 

Fax:+ 1410 783 3832 

www.ey.com 

To the Sole Stockholder of 

NMTC, Inc. 

Report of Independent Auditors 

We have audited the accompanying consolidated balance sheets of NMTC, Inc. and subsidiaries 

(a Delaware corporation and a wholly owned subsidiary of Mateo Tools Corporation) as of 

December 31, 2011 and 2010, and the related consolidated statements of earnings, stockholders' 

equity and cash flows for each of the three years in the period ended December 31, 2011. These 

financial statements are the responsibility of the Company's management. Our responsibility is 

to express an opinion on these financial statements based on our audits. 

We conducted our audits in accordance with auditing standards generally accepted in the United 

States. Those standards require that we plan and perform the audit to obtain reasonable assurance 

about whether the financial statements are free of material misstatement. We were not engaged 

to perform an audit of the Company's internal control over financial reporting. Our audits 

included consideration of internal control over financial reporting as a basis for designing audit 

procedures that are appropriate in the circumstances, but not for the purpose of expressing an 

opinion on the effectiveness of the Company's interna! control over financial reporting. 

Accordingly, we express no such opinion. An audit also includes examining, on a test basis, 

evidence supporting the amounts and disclosures in the financial statements, assessing the 

accounting principles used and significant estimates made by management, and evaluating the 

overall financial statement presentation. We believe that our audits provide a reasonable basis for 

our opinion. 

In our opinion, the financial statements referred to above present fairly, in all material respects, 

the consolidated financial position of NMTC, Inc. and subsidiaries at December 31, 2011 and 

2010, and the consolidated results of their operations and their cash flows for each of the three 

years in the period ended December 31, 2011 in conformity with U.S. generally accepted 

accounting principles. 

March 5, 2012 

1112-1313840 

A member llrm of Errist 8 Voung Globai Limited


Consolidated Balance Sheets 

(In Thousands, Except Share Data) 

Assets 

Cash 

Accounts receivable, net 

Current portion of notes receivable, net 

Current portion of purchase security agreements receivable, net 

Inventories 

Prepaid expenses and other current assets 

Total current assets 

Intercompany advances, net 

Property, plant, and equipment, net 

Investment in related party 

Investment in Danaher Finance Company 

Long-term portion of notes receivable, net 

Long-term portion of purchase security agreements receivable, net 

Total Assets 

Liabilities and stockholders' equity 

Trade accounts payable 

Accrued expenses 

Deposits 

Taxes payable 

Current portion of deferred tax liability 

Total current liabilities 

Long-term portion of deferred tax hability 

Total liabilities 

Common stock, $0.01 par value; 1,000 shares authorized; 

100 shares issued and outstanding 

Additional paid-in capital 

Retained earnings 

Accumulated other comprehensive income 

Total NMTC, Inc. stockholder's equity 

Non-controlling interest 

Total stockholders' equity 

Total liabilities and stockholders' equity 

December 31 

2011 2010 

$ 4,178 3 ; 1,400 

25,794 23,709 

3,295 3,493 

64,574 63,856 

14,892 12,723 

2,092 1,063 

114,825 106,244 

311,976 278,199 

5,966 5,578 

501 501 

77,500 77,500 

31,092 29,153 

82,656 71,696 

? 624.516 a ; 568,871 

$ 17,915 a i 16,464 

9,205 7,802 

4,931 4,146 

26,208 21,496 

3,500 3,390 

61,759 53,298 

1,651 1,157 

63,410 54,455 

34,532 33,936 

520,314 476,226 

155 294 

555,001 510,456 

6,105 3,960 

561,106 514,416 

$ 624.516 ; S 568,871 

See accompanying notes. 

1112-1313840


Consolidated Statements of Earnings 

(In Thousands) 

Year Ended December 31 

2011 2010 2009 

Net sales 

Other revenues 

Total revenues 

Cost of sales 

Selling, general and administrative expenses 

Related party fees and expenses 

Total expenses 

Earnings before income taxes 

Income taxes 

Consolidated net earnings 

Less: Net eamings attributable to 

noncontrolling interest 

Net eamings of NMTC, Inc. 

$ 281,193 $ 252,786 $ 235,481 

30,889 28,100 27,908 

312,082 280,886 263,389 

150,809 136,947 128,398 

45,917 42,062 41,697 

42,311 35,605 43,579 

239,037 214,614 213,674 

73,045 66,272 49,715 

26,812 24,043 17,067 

46,233 42,229 32,648 

2,145 1,566 890 

$ 44,088 $ 40.663 $ 31,758 


1112-1313840


Consolidated Statements of Stockholders' Equity 


NMTC, Inc. Stockholder 

Accumulated 

Additional 

Other 

Common Paid-in Retained Comprehensive Non-Controlling 

Stock Capital Eamings Income Interest Total 

Balance at December 31, 2008 

Net eamings 

Increase from translation of foreign financial statements 

Capital contribution from Danaher Corporation 

related to share-based payments 


Net eamings 

Increase from translation of foreign financial statements 




Net eamings 

Decrease from translation of foreign financial statements 



Balance at December 31,2011 

$ $ 32,547 $ 403,805 $ 

31,758 

769 

33,316 435,563 

40,663 

620 

33,936 476,226 

44,088 

(14) $ 1,504 $ 437,842 

890 32,648 

192 - 192 

769 

471,451 

42,229 

116 

596 

596 

- $ 34,532 $ 520,314 $ 155 $ 6.105 $ 561.106 

178 

116 

294 

(139) 

2,394 

1,566 

3,960 

2,145 

620 

514,416 

46,233 

(139) 


1112-1313840


Consolidated Statements of Cash Flows 


Operating activities 

Net eamings 

Adjustments to reconcile net eamings to net cash 

provided by operating activities: 

Depreciation 

Share-based compensation expense 

Decrease in investment in related party 

Deferred income taxes 

(Increase) decrease in accounts receivable, net 

(Increase) decrease in notes receivable, net 

(Increase) decrease in inventories 

(Increase) decrease in prepaid expenses and 

other current assets 

Increase (decrease) in accounts payable 

Increase in accmed expenses 

Increase in deposits 

Increase (decrease) in taxes payable 

Net cash provided by operating activities 

Investing activities 

Purchases of property, plant, and equipment 

Proceeds from sale of property, plant, and equipment 

Net cash used for investing activities 

Financing activities 

Advances to Parent, net 

Net cash used in financingactivities 

Effect of exchange rate changes on cash 

Net increase in cash 

Cash, beginning of year 

Cash, end of year 

Supplemental disclosures 

Cash state income tax payments, net of refunds 


2011 2010 2009 

$ 46,233 $ 42,229 $ 32,648 

687 693 797 

596 620 769 

— 1,059 13 

604 2,471 (5,188) 

(2,085) (4,103) 1,306 

(13,419) 1,866 193 

(2,169) (4,079) 2,908 

(1,029) 1,449 (1,394) 

1,451 1,577 (777) 

1,403 1,556 2,262 

785 148 578 

4,712 (683) (1,392) 

37,769 44,803 32,723 

(1,075) (388) (605) 

- 9 - 

(1,075) (379) (605) 

(33,777) (43,732) (32,013) 

(33,777) (43,732) (32,013) 

(139) 116 192 

2,778 808 297 

1,400 592 295 

$ 4,178 $ 1,400 S 592 

450 $ 462 $ 797 


1112-1313840


Notes to Consolidated Financial Statements 

December 31, 2011 

1. Basis of Presentation 

NMTC, Inc. d/b/a Mateo Tools (the Company) is a wholly-owned subsidiary of Mateo Tools 

Corporation. Mateo Tools Corporation operates as an indirect wholly-owned subsidiary of 

Danaher Corporation (Danaher). NMTC, Inc. is a national manufacturer and distributor of high 

quality professional mechanic tools. 

During 2005, NMTC, Inc. organized wholly-owned subsidiaries NMTC Holdings ULC and 

NMTC Partners Inc. as entities in Canada to operate Mateo Tools Canada, formerly NMTC 

Canada, to do business in Canada as a distributor of high quality professional mechanic tools. 

On December 1, 2007, NMTC Holdings ULC, and its related ownership interest in Mateo Tools 

Canada, was merged into Joslyn NSULC, a wholly owned subsidiary of Joslyn Holding 

Company, which is a wholly ovraed indirect subsidiary of DH Holding Corporation. The 

investment in related party on the balance sheet relates to the merger and includes a note 

receivable from NMTC Holdings ULC and an investment in Joslyn NSULC. On December 1, 

2009, Joslyn NSULC changed its name to AB Sciex ULC. The company name was changed 

again on June 30, 2010 to Argo Canada Holding ULC. The results of operations of Mateo Tools 

Canada are included in the financial statements of NMTC Inc., as NMTC Inc. is the general 

partner and maintains control of the daily operations of Mateo Tools Canada. 

2. Summary of Significant Accounting Policies 

Revenue Recognition 

In order for sales to qualify for revenue recognition, there must be persuasive evidence of a sale, 

delivery must have occurred, the price to the customer must be fixed and determinable, and 

collectability of the balance must be reasonably assured. The Company's standard terms are FOB 

shipping point and, as such, the Company principally recognizes revenue for product sales upon 

shipment. Product retums and customer allowances are estimated based on historical experience. 

The Company provides financingto certain of its customers. The sale of the underlying financed 

product is recorded as noted above. The note receivable for the outstanding customer balance is 

classified as a current and non-current asset based on terms, which range up to 120 months. 

Other Revenues 

Other revenues consist primarily of eamings from financial services as the Company provides 

financing to certain of its customers. Interest bearing notes mature through 2021. Interest income 

is recorded as earned and interest rates on these receivables range between 4.90% and 22.5%. 

1112-1313840


Notes to Consolidated Financial Statements (continued) 

2. Summary of Significant Accounting Policies (continued) 

Receivables and Allowance for Doubtful Accounts 

All receivables are reported on the balance sheet at their outstanding principal balance net of 

allowances for doubtful accounts. The Company maintains allowances for doubtftil accounts to 

absorb probable losses inherent in its portfolio of receivables. This risk of loss for expected 

fixture uncollectible receivables is substantially covered under an insurance policy issued by 

Danaher Insurance Company. See Note 6 - Related-Party Transactions. The Company only 

maintains an allowance for estimated losses not covered by its insurance policy. The allowances 

for doubtful accounts represent management's estimate of the losses inherent in the Company's 

receivables portfolio based on ongoing assessments and evaluations of collectability and 

historical loss experience. In estimating losses inherent in each of its receivable portfolios (trade, 

Purchase Security Agreements (PSA), and notes receivable), the Company uses both historical 

and current account loss experience rates by portfolio to determine the appropriate levels for the 

allowances for doubtful accounts. Determination of the proper level of allowances by portfolio 

requires management to exercise significant judgment about the timing, frequency and severity 

of credit losses that could materially affect the provision for credit losses and, therefore, net 

income. The allowances for doubtful accounts takes into consideration numerous quantitative 

and qualitative factors, by receivable type, including historical loss experience, portfolio 

duration, collection experience, delinquency trends, economic conditions and credit risk quality 

as follows: 

• The Company evaluates the collectability of receivables based on a combination of 

various financial and qualitative factors that may affect the customers' ability to pay. 

These factors may include customers' financial condition, debt-servicing ability, intent to 

pay, collateral, past payment experience and credit bureau information. 

For PSA and notes receivables, the Company assesses quantitative and qualitative factors 

through the use of credit analysis consisting primarily of customer credit risk scores, 

customer health indicators, credit risk evaluation and collection experience. 

- Credit risk - Personal credit risk is monitored regularly on an account by account 

basis through customer credit scores obtained from major credit bureaus as well as 

through the use of intemal finance credit reviews of business performance, credit 

limits and account monitoring. In addition, the Company evaluates credit quality 

through the use of an intemal watch list of low-performing accounts. 

1112-1313840




- Collection experience- the Company conducts monthly reviews of credit and 

collection aging performance for its PSA and notes receivable portfolios focusing on 

data such as delinquency trends, non-performing assets, charge-off and recovery 

activity. These reviews allow for the formulation of collection strategies and potential 

collection policy modifications in response to changing risk profiles in the PSA and 

Notes receivable portfolios. 

- Other intemal metrics - the Company has developed additional metrics that assist in 

determining PSA credit extension decisions. The Company considers a PSA 

customer's personal factors along with credit bureau reports and credit scores. In 

addition, the Company considers the overall financial health of its franchisees by 

assessing their ability to perfonn to sales and collection metrics on PSA loans. 

Management performs detailed reviews of its receivables on at least a quarterly basis to assess 

the adequacy of the allowances based on historical and current trends and other factors affecting 

credit losses and to determine if any impairment has occurred. The Company believes that a 

receivable is impaired when it is probable that all amounts related to the receivable will not be 

collected. Additions to the allowances for doubtful accounts are maintained through adjustments 

to the provision for credit losses, which are charged to current period eamings. Principal amounts 

determined to be uncollectable are charged directly to the allowances, while principal amounts 

recovered on previously charged-off accounts increase the allowances. 

The Company does not believe that trade, PSA or notes receivables represent significant 

concentrations of credit risk because of the diversified portfolio of individual customers and 

geographical areas. 

See Note 3 for further information on receivables and allowances for credit losses. 

1112-1313840




Inventories 

Inventories are stated at the lower of cost or market value. 

The inventory valuation methods used by the Company are as follows (in thousands): 

December 31 

2011 2010 

Last-in, first-out (LIFO) method 

First-in, first-out (FIFO) method 

$ 10,310 $ 8,518 

4,582 4,205 

$ 14,892 $ 12,723 

If the FIFO method had been used for inventories valued at LIFO cost, such inventories would 

have been $ 1.2 million and $1.1 million higher at December 31, 2011 and 2010, respectively. 

The major classes of inventory are summarized as follows (in thousands): 

December 31 

2011 2010 

Finished goods 

Work in process 

Raw materials 

$ 14,279 $ 12,189 

37 38 

576 496 

s 

14,892 $ 12,723 

1112-1313840




Intercompany Advances, net 

Intercompany Advances is the net non-interest bearing balance of all prior and current year 

transfers between NMTC, Inc. and Danaher and its affiliates. See Note 6- Related-Party 

Transactions for a discussion of these transactions. 

Property, Plant, and Equipment 

Property, plant, and equipment are carried at cost. The provision for depreciation has been 

computed by the straight-line half year method based on the following estimated useful lives: 

Building and improvements 

Machinery, equipment and sofhvare costs 

15-40 years 

3-10 years 

The costs of significant improvements are capitalized. Cost of normal repairs and maintenance 

are charged to expense as incurred. 

The carrying value of the Company's assets are reviewed when events or changes in 

circumstances indicate that the carrying amount of an asset may not be recoverable. If it is 

determined that an impairment loss has occurred based on current and future levels of income 

and expected future cash flows as well as other factors, an impairment loss would be recognized 

in the Consolidated Statement of Eamings. The Company believes no such impairments existed 

at December 31, 2011 or December 31, 2010. 

Product Warranty 

Risk of loss for expected future product warranty expense is substantially covered under an 

insurance policy issued by Danaher Insurance Company. See Note 6 - Related-Party 

Transactions. 

1112-1313840 10




Accounting Estimates 

The preparation of financial statements in conformity with accounting principles generally 

accepted in the United States requires management to make estimates and assumptions that 

affect the reported amounts of assets and liabilities and disclosiu*e of contingent assets and 

liabilities at the date of the financial statements and the reported amounts of revenues and 

expenses during the reporting period. The Company bases these estimates on historical 

experience and on various other assumptions that are believed to be reasonable under the 

circumstances, the results of which form the basis for making judgments about the carrying 

values of assets and liabilities that are not readily apparent from other sources. Actual results 

could differ fromthose estimates. 

Fair Value of Financial Instruments 

The Company's financial instruments consist primarily of cash, accounts receivable, notes 

receivable, and PSA receivables. The Company believes that the carrying value of the cash and 

accounts receivable approximate their fair value at December 31, 2011. The fair value of the 

notes receivable and PSA receivables were $31.7 million and $154.5 million, respectively, as of 

December 31, 2011. 

Shipping and Handling 

Amounts billed to customers for shipping and handling costs are included as a component of 

sales. Cost incurred by the Company for shipping and handling are included as a component of 

cost of sales. In 2011, 2010 and 2009, the Company incurred shipping and handling charges of 

$10.3 million, $9.7 million, and $9.3 million, respectively, that were recorded in "Cost of sales" 

on the accompanying Consolidated Statements of Eamings. 

1112-1313840 1 1




Income Taxes 

Income taxes are accounted for using the liability method. This method recognizes the taxes 

payable or refundable, for the current year, and the recording of deferred tax assets and liabilities 

for future tax consequences that have been recognized in the Company's financial statements. 

The measurement of current and deferred tax assets and liabilities is based on provisions of the 

enacted tax law. The effects of future changes in tax laws or rates are not anticipated. The 

measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits 

that, based on available evidence, are not expected to be realized. 

New Accounting Standards 

In June 2011, updated accounting guidance was issued requiring entities to present 

comprehensive income, which is currently presented in the Consolidated Statement of 

Stockholders' Equity, either as a single continuous statement of comprehensive income or as two 

separate but consecutive statements. This guidance is effective for fiscal years, and interim 

periods within those fiscal years, beginiung after December 15, 2011, with early adoption 

permitted. As this new guidance is related to presentation only, the implementation of this 

guidance in the first quarter of fiscal year 2012 will not have a material impact on the 

Company's results of operations, financial position or cash flows. 

Subsequent Events 

The Company evaluated for disclosure any subsequent events through March 5, 2012, the date 

the financial statements were available to be issued and determined there were no material events 

that required disclosure. 

1112-1313840 12



3. Receivables 

Trade and Other Accounts Receivable 

The Company's trade and other accounts receivable generally arise from the sale of tools, tool 

storage and service equipment to our independent franchisees and to our industrial and 

commercial customers. Franchisee payment terms are 21 days with a discount offered if paid in 

14 days. Commercial account terms are net 30 days. 

The components of trade and other accounts receivable are as follows (in thousands): 

December 31 

2011 2010 

Trade and other accounts receivable 

Allowance for doubtfijl accounts: 

$ 26,300 $ 24,071 

(506) (362) 

$ 25,794 $ 23,709 

PSA and Notes Receivable 

PSA receivables include loans to the franchisees' customer network. The Company finances 

larger purchases of tools, tool storage and equipment by franchisees'customers (end-user) in the 

form of installment sales contracts. Depending on the amount financed, these installment loans 

have a maturity between 3 months and 4 years. The PSA is secured and collateralized with the 

items financedon the contract. 

Notes receivable include loans to franchisees to fund their initial investment. The Company 

offers financing to new franchiseesfor the start-up cost of their Mateo Tools franchise.The note 

is an installment loan with a fixed interest rate and a loan maturity of up to 10 years. The 

Company finances a franchisee's initial purchase of a starter inventory and working capital to be 

used for the purpose of maintaining their inventory as the franchisee grows his business. The 

notes are secured by the tools, tool storage equipment and accounts receivable of the franchisee. 

For those franchiseesthat are incorporated, the Company obtains a personal guarantee to secure 

the loan. 

1112-1313840 13



3. Receivables (continued) 

The Company recognizes interest income on its PSA and notes receivable as eamed. Outstanding 

PSA's are placed on non-accrual status at time of write-off and notes receivable balances are 

placed on non-accmal status if a franchiseterminates the relationship with the Company or if the 

Company becomes aware of a customers inability to meet its obligations. Typically, due to the 

nature of the business the Company does not revert back to accming interest income on these 

balances. 

Interest income on PSA and notes receivable is included in Other Revenues on the 

accompanying Consolidated Statements of Eamings. 

The Company did not purchase or sell any PSA or notes receivable during 2011 or 2010. 

The components of the Company's current PSA and notes receivable are as follows (in 

thousands): 

December 31 

2011 2010 

PSA receivable 

PSA receivable allowance for credit losses 

PSA receivable, net 

Notes receivable 

Notes receivable allowance for credit losses 

Notes receivable, net 

Total 

$ 65,399 $ 64,832 

(825) (976) 

64,574 63,856 

3,374 3,546 

(79) (53) 

3,295 3,493 

$ 67,869 $ 67,349 

1112-1313840 14




The components of the Company's PSA and notes receivable with payment terms beyond one 

year are as follows (in thousands): 

December 31 

2011 2010 

PSA receivable 

PSA receivable allowance for credit losses 

PSA receivable, net 

Notes receivable 

Notes receivable, allowance for credit losses 

Notes receivable, net 

Total 

$ 83,730 $ 72,790 

(1,074) (1,094) 

82,656 71,696 

31,666 29,598 

(574) (445) 

31,092 29,153 

$ 113,748 $ 100,849 

Long-term PSA and notes receivable installments are scheduled as follows (in thousands): 

December 31, 2011 December 31, 2010 

Notes PSA 

Receivable Receivable 

PSA 

Receivable 

Notes 

Receivable 

Due in Months: 

13-24 $ 51,379 $ 4,278 $ 46,302 $ 4,283 

25-36 18,925 4,100 16,977 4,016 

37-48 12,501 4,040 9,152 3,723 

49-60 925 4,213 359 3,436 

Thereafter — 15,035 — 14,140 

Total $ 83,730 $ 31,666 $ 72,790 $ 29,598 

Delinquency is the primary indicator of credit quality for PSA and notes receivable. 

Notes receivable are in default when they reach 8 weekly payments (2 months) past due. PSA 

receivables are considered delinquent when they are 4 weeks past due (1 month). 

1112-1313840 15




Notes receivable and PSA receivables are evaluated for riskwhen the contract is nonperforming. 

Nonperforming loans are covered by the Company's allowance for credit losses and are chargedoff 

against the allowances when payment ceases and the probability of future payments is not 

reasonably assured. 

The aging of PSA and Notes receivable is as follows (in thousands): 

30 Days 

Past Due 

60 Days 

Past Due 

90 Days 

Past Due 

Total 

Past Due 

Total 

Not Past Due 

Total 

PSA receivable: 

December 31,2011 $ 

December 31, 2010 

1,967 

2,075 

$ 1^12 

1,403 

$ 9,598 

10,063 

$ 12,877 

13,541 

$ 136,252 

124,081 

$ 149,129 

137,622 

22-35 

1-14 Days 15-21 Days Days Past 35+Days Total Total Not 

Past Due Past Due Due Past Past Due Past Due Total 

Notes receivable: 

December 31,2011 $ 23 $ 2 $ 1 $ 

December 31,2010 33 5 5 

1 $ 27 $ 35,013 $ 35,040 

7 50 33,094 33,144 

The following is a roll forward of the allowances for credit losses for PSA and Notes receivable 

for 2011 (in thousands): 

December 31, 2011 December 31, 2010 

PSA Notes PSA Notes 

Receivable Receivable Receivable Receivable 

Balance, beginning of year $ 2,070 $ 498 $ 2,205 $ 456 

Provision for bad debt expense 722 248 781 188 

Charge-offs (928) (105) (961) (157) 

Recoveries 35 12 45 11 

Balance, end of year $ 1,899 $ 653 $ 2,070 $ 498 

1112-1313840 16



4. Property, Plant, and Equipment 

The major classes of property, plant, and equipment are summarized as follows (in thousands): 

December 31 

2011 2010 

Land and improvements 

Buildings 

Machinery, equipment and software costs 

Less accumulated depreciation 

Property, plant and equipment, net 

$ 851 $ 851 

7,042 7,060 

18,583 18,182 

26,476 26,093 

(20,510) (20,515) 

$ 5,966 $ 5,578 

5. Leases and Commitments 

The Company's operating leases, which consist of equipment and buildings, extend for varying 

periods of time up to five years and, in some cases, include renewal options. Future minimum 

rental payments for all operating leases having initial or remaining non-cancelable lease terms in 

excess of one year are as follows (in thousands): 

2012 $ 683 

2013 534 

2014 231 

2015 and thereafter 333 

Total rent expense for all operating leases was $0.9 million, $0.7 million and $0.6 million for the 

years ended December 31, 2011, 2010 and 2009, respectively. 

1112-1313840 17



6. Related Party Transactions 

Related party fees and expenses are summarized as follows (in thousands): 

December 31 

2011 2010 2009 

Warranty insurance expense $ 20,453 $ 15,497 $ 22,811 

Credit insurance expense 18,647 15,355 15,125 

Accident and health insurance expense 2,619 2,654 3,162 

DBS and management fees, net 335 993 2,481 

Web marketing program 257 - - 

Write-off of related party note — 1,106 - 

$ 42,311 $ 35,605 $ 43,579 

The Company maintains an investment representing a 2.54% ownership interest in Danaher 

Finance Company (DFC), another wholly owned subsidiary of Danaher. 

The Company maintains an investment in Argo Canada Holding ULC in the amount of 

$0.5 million. See Note 1 - Basis of Presentation for further information on the Company's 

ownership interest in Argo Canada Holding ULC. 

1112-1313840



6. Related Party Transactions (continued) 

The Company is a member of a cooperative (The Allen Manufacturing Company) administered 

by Danaher, which provides consulting and procurement services to the Company (DBS fees). 

The Company expenses costs from the cooperative as incurred and records patronage dividends 

from the cooperative when they are declared. Total cooperative expenses were S5.7 million, 

$5.7 million, and $7.1 million for the years ended December 31, 2011, 2010 and 2009, 

respectively. Total patronage dividends recognized were $6.3 million, $7.0 million, and 

$7.7 million for the years ended December 31, 2011, 2010 and 2009, respectively. 

The Company has purchased insurance policies from Danaher Insurance Company to cover its 

warranty, credit and accident and health risk. The Company purchased a policy, effective 

December 31, 1999, which covered the warranty on all products sold prior to January 1, 2000. 

The Company has purchased additional policies each year and, therefore, has insured all 

products sold through December 31, 2011. These policies include limitations on aggregate 

claims, but these limitations do not exceed management's estimates of expected claims. 

The Company purchased a policy, effective December 31, 2002, which covered its credit risk as 

of December 31, 2002. The Company has purchased additional policies each year and, therefore, 

has insured all credit risk incurred through December 31, 2011. Credit risk consists of all trade 

and notes receivable including PSA receivables. These policies insure 95% of the Company's 

losses and include limitations on aggregate claims. The Company provides reserves for its 

estimate of its self-insured risk and believes that management's estimate of the portfolio 

exposure does not exceed any limitations on its purchased coverage from Danaher. 

The Company purchased a policy, effective December 31, 2002, which covered its accident and 

health risk as of December 31, 2002. The Company has purchased additional policies each year 

and, therefore, has insured all accident and health risk incurred through December 31, 2011. 

Accident and health risk consists of all medical costs for the covered employee population. 

These policies include limitations on aggregate claims. The Company provides reserves for its 

estimate of its self-insured risk and limitations do not exceed management's estimates of 

exposure for its medical costs. 

1112-1313840 19



6. Related-Party Transactions (continued) 

Aggregate expense related to credit risk is as follows (in thousands): 

December 31 

2011 2010 2009 

Bad debt expense: 

Selling, general and administrative 

expense $ 1,161 $ 1,106 $ 1,081 

Related party fees and expense 18,647 15,355 15,125 

$ 19,808 $ 16,461$ 16,206 

As needed, funds may be provided by Danaher for working capital requirements. The Company 

also receives centralized services from Danaher and its affiliates for general management, 

treasury, benefits, insurances and other matters. 

As part of the Danaher cash management program, the Company deposits all excess domestic 

cash with Danaher and satisfies working capital needs through transfers from Danaher. 

The Company sells to and purchases from other Danaher affiliate companies based on transfer 

pricing criteria established by Danaher. Affiliate sales were $0.4 million, $0.4 million and 

$0.4 million; and affihate purchases were $14.0 million, $9.8 million and $8.3 miUion for the 

years ended December 31, 2011, 2010 and 2009, respectively. 

7. Retirement Plans 

Danaher has a non-contributory defined benefit pension plan, which covers certain employees 

and retirees of the Company. Benefit accruals under this plan have ceased for the Company's 

participants and, therefore, there is no service cost recognized for the Company's participants in 

this plan for the years ended December 31, 2011, 2010 and 2009. The accrued liability related to 

these benefits is maintained by Danaher. 

1112-1313840 20



7. Retirement Plans (continued) 

The Company participates in a 401 (k) retirement savings plan sponsored and administered by 

Danaher. This plan provides for employer contributions based on a percentage of employee 

compensation. Total employer contributions to this plan related to the Company's participants 

amounted to $1.6 million, $1.5 million and $1.4 million for the years ended December 31, 2011, 

2010 and 2009, respectively. 

8. Post-Retirement Medical Benefits 

The Company provides post-retirement medical benefits to nine retirees and their dependents. 

The benefits have been discontinued for all active employees. The cost is charged to the 

Company by Danaher and was $22,000, $17,000 and $22,000 for the years ended December 31, 

2011, 2010 and 2009, respectively. The accrued hability related to the benefits is maintained by 

Danaher. 

9. Share-Based Compensation 

The Company accounts for share-based compensation by measuring the cost of employee 

services received in exchange for all equity awards granted, including stock options and 

restricted stock units, based on the fair value of the award as of the grant date. Share-based 

compensation for the years ended December 31, 2011, 2010 and 2009 was calculated by Danaher 

at the consolidated level. Danaher estimated the fair value of the share-based payment awards 

granted using the Black-Scholes Merton option pricing model (Black-Scholes). The following 

summarizes the assumptions used in the Black-Scholes models: 

Years Ended December 31 

2011 2010 2009 

Risk-free interest rate 

Weighted average volatility 

Dividend yield 

Expected years until exercise 

1.17-3.19% 2.17-2.75% 2.08-2.97% 

28% 28% 31% 

0.2% 0.2% 0.2% 

6 6 6 

1112-1313840 21



9. Share-Based Compensation (continued) 

The Company has recorded share-based compensation expense of $0.6 million, $0.6 million and 

$0.8 million, as well as a deemed capital contribution from Danaher in the same amount related 

to these share-based payments for the years ended December 31, 2011, 2010 and 2009, 

respectively. 

10. Income Taxes 

The provision for income taxes consisted of the following (in thousands): 


2011 2010 2009 

Current 

Deferred 

Income tax provision 

$ 26,208 $ 21,496 $ 22,255 

604 2,547 (5,188) 

$ 26,812 $ 24,043 $ 17,067 

The Company has entered into an agreement with Danaher whereby the Company transfers 

funds to Danaher sufficient to cover the Company's U.S. federal financial reporting income tax 

expense. 

Deferred income taxes reflect the net tax effects of temporary differences between the carrying 

amounts of net assets and liabilities for financial reporting purposes and the amounts for income 

tax purposes. 

1112-1313840 22



10. Income Taxes (continued) 

The components of deferred tax assets and liabihties were as follows at December 31 (in 

thousands): 

Deferred tax assets: 

Bad debt expense 

Legal and professional expense 

Right of retum reserve 

Freight expense 

Inventory cost adjustments 

Other 

Deferred tax liabilities: 

Net property plant and equipment 

Patronage dividend receivable 

Insurance claims receivable 

2011 2010 

$ 1,127 $ 1,077 

648 499 

377 341 

306 144 

274 927 

803 837 

3,535 3,825 

(1,651) (1,157) 

(2,342) (2,588) 

(4,693) (4,627) 

(8,686) (8,372) 

$ (5,151) $ (4,547) 

11. Contingencies 

In the normal course of business, the Company is involved with various lawsuits and claims. 

Although it is not possible to predict the outcome of currently pending proceedings, it is 

management's opinion that the costs, losses and settlements of these proceedings are not 

expected to have a material adverse effect on the Company's financial condition. 

1112-1313840 23

Ernst & Young LLP 

Assurance | Tax | Transactions | Advisory 

Abc»Jt Ernst & VtHing 

Ernst & Young is a global leader in assurance. 

tax, transaction and advisory services. 

Worldwide, our 152,000 people are united by 

our shared values and an unwavering commitment to 

quality. We make a difference by helping our people, our 

clients and our wider communities achieve their potential. 

For more information, please visit www.ey.com, 

Ernst & Young refers to the global organization 

of member firms of Ernst & Young Global Limited, 

each of which is a separate legal entity 

Ernst & Young Global Limited, a UK company 

limited by guarantee, does not provide services 

to clients. This Report has been prepared by 

Ernst & Young LLP, a client serving member f]rm 

located in the United States.

Acknowledgment of Independent Auditors 

We agree to the inclusion in the Franchise Disclosure Document issued by NMTC, Inc. 

("Franchisor") of our report dated March 5, 2012, with respect to the consolidated financial 

statements of Franchisor as of December 31,2011 and 2010 and for the three years in the period 

ended December 31, 2011. 

Baltimore, Maryland 

March 5,2012

MATCO TOOLS 


APPENDIX B: ACTIVE DISTRIBUTORS 

Mateo 2Q12_FDD/PK 35575.12 1-^49051,8 03/09/4412

PM01701 

Run Date :12/30/il 

State Distributor Name 

Address 

NMTC. Inc. d/b/a Hatco Tools 

Active Distributors By State for 2011 

City 

Area Phone 

Zip Code Code Number 

page 

Date 1/01/2012 

AK 

AK 

AK 

AK 

AK 

WEGNER, JACOB R *RAY WEGN 2282 LARISSA DR 

MURRILL, DONEL *KELLY* PO BOX 72594 

THOMPSON. LARRY D 

3520 VIEW PARK CIRCLE 

RASEY, KRIS K PO BOX 670430 

BEARD. RON 

2200 W 70TH AVENUE 

FAIRBANKS 

FAIRBANKS 

ANCHORAGE 

CHUGIAK 

ANCHORAGE 

99712 907 460 •5556 

99712 907 460 -5555 

99502 907 242 -6403 

99567 907 688 •0124 

99502 907 244 -0024 

AL 

AL 

AL 

AL 

AL 

AL 

AL 

AL 

AL 

AL 

AL 

AL 

AL 

AL 

AL 

AL 

AL 

AL 

AL 

State Count: 5 

SWEPPENHISER. NATHANIEL J 

DUPLANTIER. RAY J 

COMPTON, WINFRED *GARY* 

WILLIAMS, JOSEPH *MIKE* 

COX, BARRY W 

FRANKLIN. PHILLIP M 

MASONIA. CHARLES E *CHUCK 

FINCHER. JAMES M *MARK* 

HOSHOR, MARK T *MARK D HQ 

JORDAN. PHILIP A 

HERRING. HAROLD J *KEITH 

DAVIS. JOHNNY E SR 

DOSS. WILLIAM *GREG* 

RAWLINGS. DANNY 

RAGSDALE. MARCUS 

DAVIS. IRA 

CLARK. TIMOTHY J 

HAYES, MARK A 

FRYER. KtVIN L 

13151 HILLCREST DR 

10407 US HWY 31 #111 

1222 SNOW HINTON DRIVE 

705 HILTON RD 

9339 WOODLAND DRIVE 

170 CAMPBELL RD 

145 COUNTY RD 460 

3513 SANDY OAKS 

310 WILLOW OAKS DR 

117 CAROL OR 

113 ST JOHNS DR 

103 ROSA LEE OR 

3051 BOWRON RD 

6509 EAGLE RIDGE LANE 

266 LEE RD 528 

387 LEE ROAD 643 

948 LEE RD 437 

710 SMALL LAKE DR 

202 LEE ROAD 537 

ELBERTA 

SPANISH FORT 

TUSCALOOSA 

ANNISTON 

ELBERTA 

MUNFORD 

KILLEN 

SARALAND 

HEADLAND 

MADISON 

DOTHAN 

MERIOIANVILLE 

HELENA 

PINSON 

PHENIX CITY 

SALEM 

PHENIX CITY 

ODENVILLE 

SALEM 

36530 251 986 -5819 

36527 770 831 -5433 

35405 205 349 -4497 

36207 256 343 -4334 

36530 251 979 -0275 

36268 256 358 -9469 

35645 256 856 •3066 

36571 251 753 -0517 

36345 334 797 -2885 

35758 256 617 -2672 

36301 334 792 -5451 

35759 256 683 -9115 

35080 205 261 -1595 

35126 205 6809218 

36870 334 2984178 

36874 334 291 -0491 

36870 706 573 -4955 

35120 205 960 •5195 

36874 334 291 -0267 

AR 

AR 

AR 

AR 

AR 

AR 

AR 

AR 

AR 

AR 

AR 

AR 

AR 

AR 

AR 

AR 

AR 

State Count: 

RUSSENBERGER, JOSHUA J 

TATE, JA'MEY L 

DAVIS. JOHN H 

CASEY. JASON S 

GALL. ALLAN L 

GRUNST, TIMOTHY G 

DEHERS. ROBERT A 

BALES, JOHN P 

RUTLEDGE. RANDALL J 

TEGETHOFF. BRYAN D 

NORTON. EUGENE J 

JONES. RICHARD E 

CHRISTMAS. ERNIE T 

JOHNSON, WALTON U 

COOK. RILEY *BUD* 

BRYANT, DAVID 

CLARK. BILLY J 

19 


913 N 3RD 

99 WATERLANE 

12 GREEN MEADOWS DR 

244 MUSIC LANE 

203 N 31ST STREET 

47 BUCKINGHAM DR 

3051 SHIRAZ LANE 

5 BRAESWOOD PL 

7 KIRKLAND DR 

808 COLLEY STREET 

11050 N HWY 59 

1601 CLAUD ROAD 

2689 GREENE 737 RD 

296 CR 2760 

18481 TAMIKA LANE 

224 KASSHAN DR 

40 CHIMNEY RD 

AUGUSTA 

CONCORD 

VILONIA 

DOVER 

OZARK 

BELLA VISTA 

SPRINGDALE 

MAUMELLE 

CABOT 

LOWELL 

GRAVETTE 

PINE BLUFF 

PARAGOULD 

LAMAR 

GRAVETTE 

HOT SPRINGS 

BATESVILLE 

72006 

72523 

72173 

72837 

72949 

72714 

72764 

72113 

72023 

72745 

72736 

71602 

72450 

72846 

72736 

71913 

72501 

870 347- 6188 

870 307- 4379 

501 305- 3749 

479 880- 6543 

479 213- 0223 

479 295' 9893 

479 263' 7170 

501 786' 2810 

501 580' 1646 

479 466' 8087 

417 592' 3720 

870 247 5070 

870 930 6933 

479 885 0809 

479 787 7361 

501 620 0860 

870 793 2025

PM01701 

Run Date :12/30/ll 


Address 



City 

Area Phone 


Page 

Date 1/01/2012 

AZ 

AZ 

AZ 

AZ 

AZ 

AZ 

AZ 

AZ 

AZ 

AZ 

AZ 

AZ 

AZ 

AZ 

AZ 

AZ 

AZ 

AZ 

AZ 

AZ 

AZ 

AZ 

AZ 

AZ 

AZ 

AZ 

AZ 

AZ 

AZ 

AZ 

AZ 

AZ 

AZ 

AZ 

AZ 

AZ 

AZ 

AZ 

AZ 

AZ 

AZ 

AZ 

AZ 

AZ 

CA 

CA 

CA 

BEAUCHAMP. KENT 0 

WASHBURN. R PHILIP 

JEPSON, JERROLD G *JERRY* 

SCHMIDT. STUART G 

MERRICK. BRIAN H 

MARSDEN. STEPHEN H 

SOPHER, EDWARD A 

FERRELL, DAVID A 

GOMEZ. ARMANDO N 

PASTORELLO. GARY L 

HIMMELFARB. DYLAN H *MAX* 

SMITH. DARRELL R 

THOMASON. DARIN M 

MAY. MICHAEL A 

GATTIS, MICHAEL W 

PENCE, PAUL C 

BOOTH, SEAN R 

ROBBINS, CHARLES *GREGG* 

NEIL, JASON S 

EVERNDEN. MICHAEL T *WOLF 

RODRIGUEZ. JAVIER S 

DEARDEN, MICHAEL P 

BRISCO, GALE C 

NELSON. COREY W 

PRETI. SARA L 

HAYDEN. THOMAS J *THOMAS 

MAY. MICHAEL A *MIKE COUR 

MITZEL, MARK 0 

ELDRIDGE. WILLIAM D 

MOORE. ROBERT A *ANDREW* 

MAY. KEVIN J 

ESTERKIN, THOMAS 

CLONTS, CARY 

KVILVANG:. JAY 

POCHOS. ZEITA E *ROB* 

HONGO, KEVIN 

HARAWAY, ALLEN 

SCALLON. JOHN R 

BAKER. MilCHELE *DOUG WARR 

SEARS, DAVID L 

BILLUPS. JACK A 

VANGORDON. DAVID W 

MCGRAW. TIMOTHY A 

QUOZIENTE. ALPHONSO N 


BARNES. JAMES 0 

HASHOLIAN, YEGHIA *GARY* 

YOA, KAU-AI K 

8126 W MARYLAND AVE 

2242 N RICO CIRCLE 

6560 W ABRAHAM LANE 

2608 W IRVINE RD 

3611 N LACONIA DR 

22322 N 82ND LANE 

3317 E BELL RD STE 101-43 

6604 W PORT ROYALE LANE 

165 CAMINO OCEANO 

PO BOX 228 

2233 W ANGEL WAY 

5222 W EL CORTEZ TRAIL 

8624 U MELINDA LANE 

4543 E GELDING DR 

16181 H YOUNG ST 

13813 S BEE BONNET CT 

1677 W DESERT LANE 

5615 N 48TH LANE 

12323 U MONTE LINDO LANE 

2102 W TOPEKA DR 

1840 N ELVRIA ST 

275 LIBBY LANE 

PO BOX 2770 

1002 EAST COLTER ST 

39226 N 29TH AVE 

2415 N ATWOOD ST 

4543 £ GELDING DR 

6830 S 58TH AVE 

4565 W SUNSET PLAZA CT 

9675 N BLUEBIRD WAY 

2810 N 116TH DRIVE 

1042 WILLOW CREEK RD SUI 

9811 N CALLE SOLANO 

2830 N LLOYD BUSH DR 

PO BOX 46 

1120 EAST CIRCLE MT RD 

1965 LAUREL LN 

3251 N TUCSON BLVO 

5541 W CAMINO VIVAZ LANE 

6395 E 45TH PLACE 

1568 E CASSIA CT 

8425 W SHAW BUTTE DR 

2722 E LYNWOOD ST 

9916 E GLENCOVE CIRCLE 

4551 OAK GLEN DR D 

2010 RIPLEY AVENUE 

2334 YOSEMITE AVENUE 

GLENDALE 85303 

MESA 85213 


PHOENIX 85086 

LITCHFIELD PARK 85340 

PEORIA 85383 

PHOENIX 85032 


RIO RICO 85648 

BLACK CANYON CI 85324 

SAN TAN VALLEY 85142 

PHOENIX 85083 

PEORIA 85382 

PHOENIX 85032 

SURPRISE 85374 

VAIL 85641 

GILBERT 85233 


SUN CITY WEST 85375 

PHOENIX 85027 

TUCSON 85746 

CORNVILLE 86325 

SNOWFLAKE 85937 

PHOENIX 85014 

DESERT HILLS 85086 

MESA 85207 

PHOENIX 85032 

LAVEEN 85339 

TUCSON 85743 

FLAGSTAFF 86004 

AVONDALE 85323 

PRESCOTT 86301 

TUCSON 85737 

TUCSON 85745 

CAVE CREEK 85327 

NEW RIVER 85087 

SIERRA VISTA 85635 

TUCSON 85716 


YUMA 85365 

GILBERT 85296 

PEORIA 85345 

MESA 85213 

MESA 85207 

SANTA BARBARA 93110 

REDONDO BEACH 90278 

SIMI VALLEY 93063 

623 872-8867 

480 206^8613 

623 824-5209 

623 202-4803 

602 741-1732 

623 825-9939 

*N0 PHONE*** 

602 796-0132 

520 619-1296 

623 680-1483 

480 586-0627 

602 820-2467 

602 791-4690 

602 339-6576 

623 332-5544 

520 991-8350 

*N0 PHONE*** 

602 291^3525 

623 606-2305 

602 882-9014 

*N0 PHONE*** 

928 300-4940 

928 243-8301 

602 245-0064 

480 686-1203 

480 292-5462 

602 663-0601 

602 206-6810 

520 419-4068 

928 607-5417 

623 776-5587 

928 830-4542 

520 742-1374 

520 682-6550 

602 803-7777 

623 915-0835 

480 703-0445 

520 444-5943 

623 581-8727 

480 839-4031 

480 272-7054 

623 334-4284 

480 610-0660 

480 734-5216 

a05 570-5008 

310 379-3802 

805 587-2585

PM01701 

Run Date : 12/30/11 


Address 

NMTC. Inc. d/b/a Mateo Tools 


City 

Area Phone 


Page 

Date 1/01/2012 

CA GOLDEN, CHRIS 0 

CA THOMPSON. ROBERT E 

CA LEWIS. TY D 

CA LAUGHNER. GLENN F 

CA BROOKS, JASON G 

CA APA. JOSEPH T JR 

CA JIMENEZ, PAUL JR 

CA SCHNOOR, JAMES C 

CA CHOUNARD. MICHAEL L 

CA LUND, DENNIS M 

CA BRUBAKER. JAY T 

CA LOUGHRIDGE. NICHOLAS C 

CA SMITH. KAI J 

CA RODRIGUEZ. RAUL 

CA MACIAS. RODOLFO 

CA ENGELBREGHT. ERIC A 

CA HINSER. MARK W 

CA LINERO. DION 

CA KACEREK, TIMOTHY R 

CA HERNANDEZ, JUAN P 

CA MORALES. LARRY J 

CA DURNING, BRENT 

CA SINGH. PARVEEN 

CA MICHAELS, ALAN B 

CA ALIOTTI, DAVID 

CA ARMSTRONG. GARY T 

CA COURTNEY, MARK L & KEVIN 

CA DYAR. DARYN L 

CA BRIL. BURT 

CA SNYDER, WILLIAM L *BILL* 

CA MEGLASSON. JAMES *PAUL* 

CA GARCIA. PEDRO *PETE* 

CA NORTON. VALERIE B 

CA SMITH, STEVEN D 

CA FLORES. JAIME A 

CA DUFF. JOHN M 

CA COUVILLION, MARC P 

CA ROONEY. ROBERT L 

CA SIKORSKI. SCOTT R 

CA SCHEINER. JASON 

CA MACKEY. ROBERT J 

CA ZUCKERHAN. GARY S 

CA HAMMITT, ANDREW K 

CA BROOKS, GENE 6 

CA HOLMES, DARREL W 

CA SPRA6QS. DONALD D 

CA CHAMBERS, ROBERT P 

CA BROWN, RICK L 

CA RAMOS. PAUL D 

CA MACCANELLI, FRANK *F MACC 

1515 2ND ST 

303 S WESTWIND DRIVE 

1599 15TH STREET 

81239 COCO PALM 

3668 LIBERTY ROAD 

3489 WHIRLAWAY LANE 

1144 DIX STREET 

3902 EAST PALMYRA AVE 

1236 ALDERNEY COURT 

780 KIMBALL STREET 

2286 JONESBORO AVE 

21 EAST JANSS ROAD 

1135 VOLTAIRE DR 

21308 LOSTINE AVE 

10527 KEWEN AVE 

2224 5TH AVE 

1064 SUNSET DR 

3415 GAUNTLET DR 

7331 E BREMER 

701 PERU AVE 

802 SKYLER WAY 

1377 MERSEY AVE 

1805 HILL AVE 

12611 AUTUMN OAKS 

927 HELLAM ST 

9551 SAILFISH DR 

702 N FERN ST 

2466 BEACH ST 

3179 MELODY LANE 

722 W BERKELEY CT 

6415 DEL CERRO BLVD 

3031 HORACE ST 

578 EMPIRE ST 

112 MORROW CT 

5879 SCHUYLER ST 

813 MICHIGAN AVE 

2 CONDOR CT 

25458 LACEBARK DR 

1007 PARKHILL LANE 

9522 FAIRBANKS 

4827 LOMINA AVENUE 

4165 VIA CANDIDIZ UNIT 

30813 MARNE DR 

3668 LIBERTY RD 

2243 MIDDLETOWN DR 

44264 COMPIEGNE DR 

5222 W LARK CT 

849 E DALTON 

2221 CATAMARAN WAY 

19258 PEBBLE BEACH PL 

SANGER 93657 559 292- 1657 

EL CAJON 92020 619 588- 2479 

OCEANO 93445 805 474 4230 

INDIO 92201 760 485 2017 

GALT 95632 209 712 0606 

CHINO HILLS 91709 909 573 7106 

SAN MATEO 94401 650 578 1371 

ORANGE 92869 714 997 3881 

OCEANSIDE 92054 760 803 8378 

ESCONDIDO 92027 *N0 PHONE*** 

SIMI VALLEY 93063 818 298 8011 

THOUSAND OAKS 91360 805 796 7323 

RIVERSIDE 92506 951 640 4364 

CARSON 90745 310 346 4090 

PACOIMA 91331 818 269 3612 

SAN RAFAEL 94901 415 713 5604 

LIVERMORE 94551 925 337 2264 

WEST COVINA 91792 626 926 1120 

FRESNO 93727 559 761 3888 

SAN FRANCISCO 94112 510 432 1655 

BREA 92821 562 706 8009 

SAN LEANDRO 94579 510 303 9286 

HAYWARD 94541 510 209 6995 

REDDING 96003 530 917 0788 

MONTEREY 93940 831 658 0356 

HUNTINGTON BEAC 92646 714 394 6143 

ORANGE 92867 714 925 1590 

OCEANO 93445 805 440 3351 

SIMI VALLEY 93063 805 331 1513 

ONTARIO 91762 909 843 5793 

SAN DIEGO 92120 619 838 6676 

RIVERSIDE 92506 951 897 1243 

SAN LORENZO 94580 510 414 2621 

SAN JOSE 95139 408 209 7245 

SAN DIEGO 92139 619 840 -8489 

SANTA MONICA 90401 818 381 •3312 

AMERICAN CANYON 94503 707 228 •9361 

MURRIETA 92563 951 595 •5482 

ESCONDIDO 92025 760 270 •8672 

SAN DIEGO 92123 619 279 -6540 

LAKEWOOD 90713 909 455 -6282 

SAN DIEGO 92130 858 829 -9912 

RANCHO PALOS VE 90275 310 977 -8767 

GALT 95632 209 747 -4596 

CAMPBELL 95008 408 379 -9017 

HEMET 92544 951 212 -6512 

VISALIA 93291 559 303 -2387 

GLENDORA 91741 626 378 -9566 

STOCKTON 95206 209 923 -3243 

NORTHRIDGE 91326 818 472 -3311

PM01701 

Run Date :12/30/11 




Area Phone 

Address City Z1p Code Code Number 

Page 

Date 1/01/2012 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

STEPHENSON, WILLIAM *B ST 

HAMMOND. WESLEY P 

MCSPARREN, KEVIN G 

DE HAAN. HENRY S 

COVARRUBIAS, MICHAEL A 

DEANG, ROEL B 

TOYAMA. NICHOLAS A 

BEST, JOHN F JR 

MCCUBBIN. DEREK J 

FISHER. GERALD D 

HINDMAN, JASON R 

STILLESON. ROBERT T 

GROVES. GLENN 

KESLER. RONALD 

MURRAY. THOMAS 

BURCHETT. RECIEL *ROY* 

DUROCHER. DEWANE 

HALZLE. MICHAEL 

INIGUEZ. JOSE 

MILLER. ROBERT E 

COX. JERRY W *JEFF COX EM 

HOOSON. JONATHAN A 

AGUIRRE, JOSE JR 

TRIBBEY, DAVID A 

SIMPSON. DAVID W 

HCBRIDE, DANIEL T 

MERRICK. BRADLEY C 

FERRIS, JOHN H IV *JACK* 

CRACIUN, STEFANUT *STEVE* 

WATERFIELD. MARK A 

ROUNDS. KYLE S 

MARKS, ANTHONY M 

BYRON. RANDALL L *PHILLIP 

DELOS REYES, MICHAEL L 

HUNNICUTir. TOMMY 

RAMIREZ, RUDOLPH 

ARNOLD, WILLIAM 

CHANDLER,. JEFFERY 

ENGEL. RONALD 

CARR, BRANDON 

MOHAN, JOE M 

AGRE, LARRY 

STRAGER. ALAN J 

SHELDON. JEFF 

ANAGNOSTON. GREGORY 

JACKA, RICHARD 

GREENE. PERRY B 

OCCHIPINTI. FRANK 

ROESNER, KENNETH 

COULTER. RALPH W 

4344 HAINES AVE SAN JOSE 95136 408 316 4067 

4371 BENNINGTON CT CHINO 91710 909 342 2580 

10759 ZINFANOEL ST ALTA LOMA 91737 909 286 4702 

5913 CANDLEWOOD ST LAKEWOOD 90713 562 805 5735 

178 GRAPEVINE DR CORONA 92882 951 264 9476 

423 LUX AVE SOUTH SAN FRANC 94080 650 278 9361 

1725 OALIA LANE MANTECA 95337 209 614 3870 

1574 HAVENWOOD DR OCEANSIDE 92056 760 216 2826 

1615 TIBIDABO DR ESCONDIDO 92027 760 484 1300 

5565 OSBORNE CT SAN BERNARDINO 92407 909 556 5716 

9 CASA LOMA WAY OROVILLE 95966 530 693 0823 

137 COLTON AVE SAN CARLOS 94070 650 922 4147 

7521 CORRINNE ST SAN RAMON 94583 925 640 5744 

2413 DUNAWAY DR SANTA ROSA 95403 707 527 5282 

PO BOX 293134 PH 916-425 SACRAMENTO 95829- 3134 916 425 1579 

1724 RED WILLOW ROAD FULLERTON 92833- 1434 714 871 9106 

2322 KLUNE COURT SANTA CLARA 95054 408 247 0309 

1224 SHADY MILL RD CORONA 92882- 5838 951 735 9118 

4036 AGATE RIVERSIDE 92509 951 640 2006 

4202 PALO VERDE AVE LAKEWOOD 90713 562 882 0572 

51 CUESTA VISTA DR MONTEREY 93940 831 595 5551 

2262 WAUKENA DR TULARE 93274 559 816 7373 

4902 NOTTINGHAM CT RIVERSIDE 92509 951 275 3770 

5246 LOCKWOOD CIRCLE SANTA ROSA 95409 415 244 5069 

20529 BLOOMFIELD RD RIVERSIDE 92508 951 961 1292 

5951 CRAIG CT LOOMIS 95650 916 747 2007 

3050 W BALL RD 153D ANAHEIM 92804 714 504 3354 

761 LAGUNA AVE EL CAJON 92020 619 885 1271 

310 S MIRALESTE DR SAN PEDRO 90732 310 971 1011 

401 TERRACE HILL AVE BAKERSFIELD 93308 661 343 6520 

13334 HIDALGO STREET DESERT HOT SPRI 92240 760 567 3196 

358 N LIVERMORE AVE LIVERMORE 94551 510 421 8872 

11427 PORTER RANCH DR, 20 PORTER RANCH 91326 636 208 5519 

35 CATAMARAN LANE DALY CITY 94014 415 264 8317 

14944 ANOLA WHITTIER 90604 213 941 8034 

1428 FLINTWOOD COURT MARTINEZ 94553 925 250 4050 

1812 STERLING PLACE LIVERMORE 94550 925 960 -9225 

12737 LOS COCHES COURT LAKESIDE 92040 619 561 -5128 

22395 RIPPLING BROOK LAKE FOREST 92630 714 335 -1567 

349 SKY VISTA WAY FALLBROOK 92028 949 422 -5355 

634 NORTH CARLETON ANAHEIM 92801 714 490 -1225 

1100 FALLBROOK REDLANDS 92373 909 792 -9278 

1464 BLACKSTOCK SIMI VALLEY 93063 805 584 -1033 

1761 CALGARY DRIVE SUNNYVALE 94087 408 749 • 1685 

100 MARGUERITE DR HOLLISTER 95023 831 635 -0208 

108 CHALK CREEK COURT MARTINEZ 94553 925 930 -7312 

2505 COOPER CIRCLE LIVERMORE 94550 650 307 •6060 

65 ORISKANY DR SAN MATEO 94402 650 349 -9344 

1272 VINA DEL MAR PLACENTIA 92870 714 572 •2558 

3675 CHARTER HALL COURT SAN JOSE 95136 408 265 -7245

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CA 

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CA 

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CA 

CA 

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CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

BURGESS, DAVE 

LEPPANEN. TERRY 

SHATLEY, JERRY 

FOLIA. BRIAN 

SHAFFER. DANIEL L 

TARBELL, TIMOTHY D 

SHIELDS, LARRY D 

SOOK, DAVID 

DEVORE. GREGORY 

CARLSON. THOMAS R 

GONZALES. DAVID 

DEVORE. DANIEL *MARK* 

CALTABIANO. STEVE 

JACOBSON, MARK 

TOMS. MARK 

JARON. ROWIE E 

ANTOINE. SEAN 

MILES. KENNETH G 

TURRIETTA. RICHARD P 

LEDBETTER, JAMES C 

HOMMEL. FREDRICK M 

WATTERS. TERRY D 

RAGIEE. MOHSEN 

KUNKEL, ROBERT A SR 

HASSANI. FRANK 

TABUSA. JAMES M 

SHEPHERD, LEE C 

WALTERS. PERRY L 

VASQUEZ. DANIEL 

RODRIGUEZ, ROBERT M 

MARTINEZ. ALLEN A 

BOYADJIAN, HAIG L 

MADRIGAL. RANDY L 

AYALA. JESSE 

WATSON. KENNETH L 

TORRES, STEVE W 

GONZALES, ROBERT JR 

SIMONE, MATT P 

BAKER. JAMES G 

MEYER. CHARLES B 

ROUNDS. ROBERT D *DAVE* 

SHIELDS:. YAMEL I 

BECKER, ROBERT J 

10505 EAST AVE R8 

4945 ST THOMAS DRIVE 

3300 BURNSIDE AVENUE 

2620 DUOMO ST 

13811 CHRISTIAN BARRETT 

PO BOX 720890 

8742 BUENA VALLEY DR 

1053 ARKELL 

6696 LASSITTER RD 

20737 SOLEOAD CANYON RD 

6342 HILLTOP DR 

44194 GALLIPOLI PL 

5010 ASHLAND DR 

24661 SUNRISE COURT 

1528 VISTA VEREDA 

1311 CARLISLE DR 

235 MARIANELA LANE 

5001 TASMAN OR 

8977 SILVER COURT 

3866 ROCKY POINT WAY 

16308 ELMBROOK DR 

7238 ENCINA RD 

653 CALLE SEQUOIA 

1224 PUTNAM ST 

6805 INDIANA AVE 

2045 SPY GLASS DR 

2001 RIDGE RD 

175 DISTRICT CENTER DR 

239 ZURICH AVE 

121 MATTHEW CT 

1906 SHURTLEFF AVE 

112 1/2 E FREMONT SQUARE 

1914 ARDEN DR 

2816 CARLSBAD ST 

5673 CRESENT AVE 

461 ZAYANTE SCHOOL RD 

9405 TOTEM AVE 

1537 N ADLER 

1447 CAMBRIDGE AVE 

813 CHARDONNY CIRCLE 

40521 CLEAR LIGHT RD 

8742 BUENA VALLEY DR 

2091 ROSEDALE DR 

LITTLEROCK 93543 

FAIR OAKS 95628 

MODESTO 95354 

PALMDALE 93550 

HOORPARK 93021 

PINON HILLS 92372 

SANTEE 92071 

WALNUT CREEK 94598 

RIVERSIDE 92509 

CANYON COUNTRY 91351 

CARMICHAEL 95608 

HEMET 92544 

CAMERON PARK 95682 

DANA POINT 92629 

EL CAJON 92019 

SAN MATEO 94402 

LOS OSOS 93402 

HUNTINGTON BEAC 92649 

SANTEE 92071 

SANTA ROSA 95404 

LA MIRADA 90638 

JOSHA TREE 92252 

THOUSAND OAKS 91360 

ANTIOCH 94509 

LONG BEACH 90805 

SAN BRUNO 94066 

UKIAH 95482 

OROVILLE 95966 

WATSONVILLE 95076 

GALT 95632 

NAPA 94559 

MONTEBELLO 90640 

FRESNO 93703 

REDONDO BEACH 90278 

BUENA PARK 90620 

FELTON 95018 

BAKERSFIELD 93312 

FRESNO 93727 

REDLANDS 92374 

PETALUMA 94954 

TEMECULA 92591 

SANTEE 92071 

SAN PABLO 94806 

661 944 -5930 

916 966 -8262 

209 576 -7336 

661 478 -4391 

805 890 -7700 

760 868 -6017 

858 335 -1829 

925 687 -0980 

951 452 -2213 

661 916 -1561 

916 747 -6342 

951 415 -9054 

530 676 -7284 

714 478 -5414 

619 590 -0373 

415 302 •4357 

805 534 -9368 

714 420 -3035 

619 448 -2852 

707 849 -1017 

714 521 -3763 

760 641 -8655 

805 376 -2167 

925 755 -0373 

562 883 •3022 

650 355 -4204 

707 467 -1314 

530 828 •2442 

831 722 •2374 

916 869 -6883 

707 337 -3241 

323 724 •9644 

559 264 •1854 

310 219 -0640 

714 821 -7428 

831 335 -3992 

661 587 -0348 

559 456 -0549 

909 794 -6337 

707 769 -7818 

951 218 •3298 

619 334 -6045 

510 724 -2659 

CO 

CO 

CO 

CO 

State Count: 

DADDERIO, GEORGE D 

MCDANIEL, LARRY G 

SILLATO, ALAN R 

SADLER, CHRISTOPHER C 

146 

11500 VICKIVIEW 

6451 W 74TH AVE 

2708 E 118TH CIRCLE 

7776 S FENTON ST 

STRASBURG 80136 

ARVADA 80003 

THORNTON 80233 

LITTLETON 80128 

303 621-6830 

303 880-1666 

303 974-8982 

720 384-7856

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CO JASPERSON. KREG T 1710 KENT AVE MONTROSE 81401 

CO UNREIN. MICHAEL 0 1520 DONOVAN PL LONGMONT 80501 

CO JACKSON, DONALD A 18690 SAGE CREST RD PEYTON 80631 

CO SOLKO, DEBRA M 617 IMPALA TRAIL BAILEY 80421 

CO BACKSTROM. LEE N 9156 W 102ND PLACE BROOMFIELD 80021 

CO GETZ. KENNETH D 7535 COUNTY RD 10 S ALAMOSA 81101 

CO SHIGLEY, TOBY B 118 ROCKBRIDGE CT WINDSOR 80550 

CO RYAN. THOMAS R 107 S MARJORIE MILLIKEN 80543 

CO WILLIAMS. CARL A 488 VIENNA DR PARKER 80138 

CO HORNE, MICHAEL M 4665 S UNION STREET MORRISON 80465 

CO MAYROSE, STEVEN L 2932 JOAN WAY GRAND JUNCTION 81504 

CO CRAMER, GARY J 32846 CR 55 GILL 60624 

CO VONDERSMI'TH, BARRY B 19644 E GIRARD DR AURORA B0013 

CO KINSON, STEVEN M 3279 S FLAMINGO WAY DENVER 80222 

CO DYKE. LANE L 13366 YORK WAY THORNTON 80241 

CO LANGE, KEITH A 12881 E 119TH CT HENDERSON 80640 

CO LOPEZ, LINDY M 5422 S GENOA ST CENTENNIAL 80015 

CO LIKNESS. GREGORY P 0 BOX 8267 COLORADO SPRING 80933 

CO COLE. WILLIAM EUGENE 1035 EAST BURNS DR PUEBLO WEST 81007 

CO LAMOREAUX, JOHN S 122 BRICE PLACE DURANGO 81303 

CO LOVINGGOOD, DAVID 7120 S KNOLLS WAY LITTLETON 80122 

CO EMANUEL, PATRICK 5398 ELORIOGE ST ARVADA 80002 

CO BECK. KIRK N 13783 LEGEND WAY #102 BROOMFIELD 80020 

CO KULLMAN. TIM A 12505 W 29TH PL LAKEWOOD 60215 

CO SANDERS, TODD W 179 SPRING LANE BAYFIELD 81122 

CT 

CT 

CT 

CT 

CT 

CT 

CT 

CT 

CT 

CT 

CT 

CT 

CT 

CT 

CT 

CT 

CT 

CT 

CT 

State Count: 

LANGDON. JAMES C 

ZERANSKI, WALTER 

WHEATON. LESLIE 

SEBAS. CHRISTOPHER 

MARCANO. WILLIAM C 

GRATEROL. ISRAEL A 

HEMBY, MATHEW W *BILL* 

ABUDO. JOSE A 

FERNANDES, MARCIO 

BARTRAH. JOHN J 

REDIKER. DANIEL P 

SMITH. PHILIP C 

SIMPSON. ROBERT *BOB* 

PERSICHILLI, ANTHONY 

RIOUX, RICHARD 

DASILVA. ANTONIO 

NIELSON. HARRY 

CUTTER, CHRISTOPHER 

COX. MICHAEL W 

29 


970 596 -5963 

303 746 -8650 

720 939 -7818 

303 653 • 7411 

720 323 -6109 

719 588 -3145 

970 310 -1782 

303 720 -5570 

303 408 -5429 

303 396 -9584 

970 640 -1875 

970 744 -9008 

720 475 -6080 

720 237 •5744 

303 570 -7032 

303 885 -9620 

303 907 -5044 

719 331 -0867 

719 647 -9871 

970 375 -6219 

720 528 -8776 

303 423 -2567 

720 890 -4670 

720 530 -3600 

970 884 -3251 

225 LAKEVIEW DR COLCHESTER 06415 860 267-0887 

11 EVA CIRCLE NORTH HAVEN 06473 203 239-7797 

83 CEDAR HILL ROAD MILFORD 06460 203 876-0454 

462 E HARTLAND RD BARKHAMSTED 06063 860 862-2327 

168 LAKE SHORE DR NEW HARTFORD 06057 660 309-3163 

70 MILLBROOK RD MERIDEN 06450 860 883-5558 

3 JEFFERSON ST SEYMOUR 06483 203 994-1974 

76 SCOTT DR MANCHESTER 06042 860 573-4482 

169 MAPLE HILL ROAD NAUGATUCK 06770 203 843-5494 

117 CARRIAGE PATH S MILFORD 06460 203 506-9317 

50 RED FOX LANE MERIDEN 06451 203 668-2892 

767 PLEASANT VALLEY RD SOUTH WINDSOR 06074 860 550-0395 

51 PEPPERMINT LANE BRISTOL 06010-2275 660 416-4983 

3 RIDGE RD SNUG HARBOR DANBURY 06811 203 748-5272 

8 STEPHEN COURT PROSPECT 06712 203 609-1126 

164 BAILEY ROAD ROCKY HILL 06067 860 5631964 

5 HOWARD STREET SIMSBURY 06070 860 6518023 

22 OXFORD DR ENFIELD 06082 860 7450124 

156 WEST ROCKS RD NORWALK 06851 203 846-6040

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Date 1/01/2012 

DE WEISMAN, MATTHEW E 

DE HENRY. SHAWN H 

DE CONNOR. DANIEL 


FL CRONK, CRAIG 

FL TORRES. HUGO 0 

FL DELAROSA, RICHARD R 

FL DAWSON. STEVEN N 

FL STAPINSKI, DAVID J 

FL ALLEN. DONALD L 

FL HAMLOU, STEVEN N 

FL YOCUM. ELDON D 

FL PACE. GLENN D 

FL BELLEROSE. MATTHEW J 

FL WILLIAMS. JACOB J 

FL COSENTINO JR. JOSEPH L 

FL RANDOLPH. GLEN E 

FL MCCORMICK, WILLIAM J 

FL ESCH, JASON D 

FL KALEVA, ISAK W 

FL BRODSKY, ANTHONY I 

FL APPEL, JACK 

FL GILMAN, JAMES D *DANNY* 

FL HAGAN. RICHARD B 

FL DELGADO, RAFAEL *JULIO MI 

FL MCMAHON, LIONEL V *VAUGHN 

FL AXTELL. PAUL 6 

FL SMITH. PHILIP J 

FL DUFFY, WILLIAM 0 

FL JONES. JONATHAN L 

FL CLAGETT. BRIAN DL 

FL DIRHAN, LOUIS A *AL* 

FL WALSH. JASON H 

FL HALSELL. WILLIAM B 

FL SWARTZ, WAYNE A 

FL LOPEZ. JAIME H 

FL SMITH, THOMAS M 

FL CURNES, DAVID A 

FL MURPHY. WILLIAM D 

FL KONKUS. MICHAEL T 

FL DANKE. DONALD W 

FL DENNIS, GARLAND P 

FL DOUGHERTY. ROBERT I JR 

FL WALKER. FREDERICK J 

FL SCOTT. KENNETH M 

FL CRUSCO, ANTHONY J 

FL ANDERSON. JOHN F 

FL BRAMAN. BURTON R 

27 CHRISTINA WOODS CT 

323 UNION CHURCH RD 

434 BOXWOOD LANE 

5730 NW 48TH AVENUE 

229 SOUTHEAST 3RD AVE 

1009 FOSTERS MILL ROAD 

683 CHARLES PINKNEY STREE 

305 CHIPEWAY AVENUE 

11603 BROWNING ROAD 

24105 E CR 1474 

4531 ALVAMAR TRAIL 

PO BOX 5 

4882 DEEDER CT 

5384 CUSTER ST 

421 E 7TH STREET 

1204 BLISSWOOD DR 

4080 SONG DR 

45 N WALTER COURT 

7211 SW 5TH STREET 

978 SE BAYFRONT AVE 

8321 SW 57TH ST 

7160 DOGWOOD TERRACE OR 

695 AlA NORTH UNIT 142 

11554 MALVERNS LOOP 

579 WOODLOW RD 

13834 PORT HARBOR CT 

23119 OLEAN BOULEVARD 

525 SW DEER RUN 

5625 NW 27TH ST 

624 N ORANGE AVE 

P.O. BOX 358 

7806 NW 71ST AVE 

127 TOLEDO PLACE 

18090 WINTERGARDEN AVE 

17230 NW 77TH CT 

518 SONOMA DR 

806 JADESTONE CIRCLE 

33436 BRISK DR 

9271 SPRING RUN BLVD 

5305 18 AVE E 

221 LAKE DOYLE 

2479 SE WHITEHORSE ST 

PO BOX 725 

7005 GLENHAVEN AVE 

13453 DOUBLETREE TRAIL 

13985 SE 53RD TERRACE 

53 PLEASANT HILL DR 

NEWARK 19702 

TOWNSEND 19734 

MIDDLETOWN 19709 

COCONUT CREEK 33073 

POMPANO BEACH 33060 

BOYNTON BEACH 33436 

ORANGE PARK 32073 

DAYTONA BEACH 32118 

LITHIA 33547 

HAWTHORNE. 32640 

LAKELAND 33801 

COPELAND 34137 

JACKSONVILLE 32258 

KEYSTONE HEIGHT 32656 


BRANDON 33511 

COCOA 32927 

MERRITT ISLAND 32952 

N LAUDERDALE 33068 

PORT SAINT LUCI 34983 

DAVIE 33328 

PENSACOLA 32504 

PONTE VEDRA BEA 32082 

ORLANDO 32832 

NICEVILLE 32578 


PORT CHARLOTTE 33980 


GAINESVILLE 32653 

DELANO 32720 

CRYSTAL RIVER 34423 

TAMARAC 33321 

PANAMA CITY BEA 32413 

PORT CHARLOTTE 33948 

HIALEAH 33015 

VALRICO 33594 

ORLANDO 32828 

WESLEY CHAPEL 33543 

BONITA SPRINGS 34135 

BRADENTON 34208 

DELTONA 32738 


ALACHUA 32616 

COCOA 32927 

WELLINGTON 33414 

SUMMERFIELD 34491 

DEBARY 32713 

302 250-6427 

302 598-7210 

302 3766037 

954 426 -0854 

561 452 -4495 

561 439 -8456 

904 635 •1155 

386 562 -6783 

813 270 -0399 

352 224 -8443 

863 666 -6818 

239 289 -1447 

904 994 -3725 

352 745 -0817 

904 859 -7868 

813 766 -5137 

407 790 -9185 

321 537 -1892 

954 594 -6735 

772 528 -4672 

954 608 -3265 

850 341 -3404 

904 210 -6753 

407 242 -3152 

850 974 -0058 

904 591 - 2555 

941 661 -6995 

772 579 -7460 

352 281 -8583 

407 402 -0331 

352 464 -4735 

954 326 -2725 

850 896 -1266 

941 769 -6026 

786 380 -3949 

813 504 -0556 

407 448 -7010 

813 997 -5257 

239 336 -9707 

941 720 -0629 

321 363 -6337 

772 267 -1250 

352 317 -0179 

321 432 -7085 

561 352 -7696 

954 258 •9851 

386 668 -8975

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Date 

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1/01/2012 

ROIJENGA. SJOERD 

AULD. ROBERT 

BRAHE. HERMAN 

LAURETANO. ANTHONY 

SCHINN. LARRY 

TUCKER. SHERMAN 

HARRIKAN, ALAN 

CASTRO, GERALD 

WEINBERG, DAVID A 

MAHOOD. TIMOTHY A 

HEINZ, GARY J 

D'ALCONZO, JASON C 

SLOCUM. DONALD E 

SUNDBERG, ANDREW 

TALLET, FIDEL *PEPE* 

DIAZ. FERNANDO A 

DYMOND II. HARRY *JAY* 

VALANCY. STEVEN N 

CLOWER. CHARLES *ALLEN* 

HASTON. GARY L 

WALLIN. ANDERS E 

BUCCI. ERNEST J 

BAILEY. DONALD L 

LENTZ. BRIAN D 

THULIH, JOHN *CHIP* 

PARKS. ROBERT *BOB* 

JOSEPHSON. DOUG A 

RAMIREZ. JOEL 

5000 ODIN STREET 

244 VALENCIA BLVD 

5575 62ND AVE 

7755 160TH LANE N 

5355 SCATTERED OAKS CT 

6951A VICKIE CR 

91063 FIDDLER DR 

6327 RAVENWOOD DR 

1548 S MISSOURI AVE 

7246 CHERRY PASS 

9811 HAWK RIDGE RD 

3706 POND VIEW LANE 

19300 SW 36TH ST 

10220 GROVE LANE 

1279 SW 15TH ST 

3140 SW 120TH RD 

17630 JEFFERSON ST 

10170 ALLEGRO 

3029 KILLEARN POINT CT 

5001 CHANDELLE DR 

14400 BALD EAGLE DR 

2890 MANDARIN MEADOWS DR 

1502 SE US HIGHWAY 301 

1440 CORAL RIDGE DR 


12289 72ND COURT NORTH 

10872 TAMORON 

161 SOUTHEAST 7TH AVE 

SPRING HILL 

LARGO 

PINELLAS PARK 

PALM BEACH GARD 

JACKSONVILLE 

WEST MELBOURNE 

FERNANDINA BCH 

SARASOTA 

CLEARWATER 

OCALA 

TALLAHASSEE 

SARASOTA 

DUNNELLON 

COOPER CITY 

BOCA RATON 

MIAMI 

OAKLAND 

BOCA RATON 

TALLAHASSEE 

PENSACOLA 

FORT MYERS 

JACKSONVILLE 

HAWTHORNE 

CORAL SPRINGS 

BUNNELL 

WEST PALM BEACH 

BOCA RATON 

HIALEAH 

34608 

33770 

33781 

33418 

32258 

32904 

32034 

34243 

33756 

34472 

32312 

34235 

34431 

33328 

33486 

33175 

34787 

33428 

32312 

32507 

33912 

32223 

32640 

33071 

32110 

33412 

33498 

33010 

352 200-0013 

727 585-9946 

727 5412268 

561 745-9991 

904 2609424 

321 956-2010 

904 277-8000 

941 351-6876 

727 409-3191 

352 362-6797 

850 893-4618 

941 954-8009 

352 465-2148 

954 434-5424 

954 557-9044 

305 221-6044 

321 277-8750 

561 479-4690 

850 894-5439 

850 341-1336 

239 768-0368 

904 334-7953 

352 494-2059 

561 699-5611 

386 931-8175 

561 252-8358 

561 470-9792 

305 828-9526 

GA 

GA 

6A 

GA 

GA 

GA 

GA 

GA 

GA 

GA 

GA 

GA 

GA 

GA 

GA 

GA 

GA 

GA 

GA 


TOWNSEND, DALE 

NORTH. CHRISTOPHER 

DAVIDSON. JEREMY R 

DAVIDSON., SAM L 

SHAY, JOE T JR 

JACKSON, THOMAS S *STEVE* 

BENNETT. JAMES D *DOUG* 

MORGAN. JAIME L 

WINSTEL. JONATHAN P 

KENNEDY. HERBERT *SHANE* 

METCALF, SAM A 

MAURER, MICHAEL G 

HEATON. MICHAEL P 

KOEHN. JAMES S 

SINGLETON. MICHAEL J 

VAZQUEZ. ENRIQUE *HENRY* 

ROWLAND. RUSSELL *JACK RO 

CATO, LAWRENCE "MITCH" 

PARKER, LESLIE *WAYNE* 

7335 NOB HILL DRIVE 

195 MARCELLA AVE 

64 DELRAY CIRCLE 

13045 HAMILTON ROAD 

22 LATIMER LANE NW 

3626 LAKESHORE DRIVE 

3350 LONGFIELD DRIVE 

324 HIRAM LANE 

2955 SUMMIT LANE 

267 CYRIL P BURKHALTER 

207 KINGS CREST BLVD 

1505 BRIERSCHUTE 

617 CARRINGTON RIDGE 

786 OAK RIDGE COURT 

110 SLAPPY DR 

3630 ELINBURG DR 

PO BOX 5432 

478 HENDON ROAD 

3780 JONES CREEK DR 

MACON 

SHARPSBURG 

NEWNAN 

PALMETTO 

CARTERSVILLE 

AUGUSTA 

SNELLVILLE 

CLAYTON 

MONROE 

RD GLENNVILLE 

PERRY 

ALPHARETTA 

STOCKBRIDGE 

LAWRENCEVILLE 

HAMILTON 

BUFORD 

ATHENS 

WOODSTOCK 

BUFORD 

31216 

30277 

30265 

30268 

30121 

30907 

30039 

30525 

30655 

30427 

31069 

30004 

30281 

30044 

31811 

30519 

30604 

30188 

30519 

478 747-4183 

770 253-8987 

770 304-9249 

770 463-2485 

770 516-8134 

706 284-5749 

678 717-8521 

706 490-0160 

678 940-4402 

912 237-1056 

478 396-4251 

404 429-9393 

678 491-0461 

770 289-4447 

706 332-4416 

404 663-6228 

706 714-7502 

404 819-2642 

*N0 PHONE***

PM01701 



Address 



City 

Area Phone 


Page 

Date 1/01/2012 

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GA 

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GA 

GA 

GA 

GA 

GA 

GA 

GA 

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GA 

GA 

GA 

GA 

GA 

GA 

GA 

GA 

GA 

HI 

HI 

HI 

HI 

HI 

HI 

HI 

HI 

HI 

HI 

GAUNDER. CHRISTOPHER M 

MARQUEZ, JOSE *ALEX MARQU 

ALLEN, MATTHEW D 

HAMBRICK, BARRY W 

TANNER. RICHARD D 

SHEPHERD, JAMES JR *JIM* 

YATES. JOHN R 

CROSS. JOSEPH K 

MCDONALD, JAMES D 

LOUDERMILK, DONNIE A 

AMBER, JAMES S JR 

HCNURE. RICHARD E 

DACUNZO. MATTHEW G 

DAVIES. CLIVE F 

AGRAN, DEBORAH A *KEITH A 

GIORDANO. JOHN V 

FANTIS, JOHN P 

PARKER. TERRY S 

KUFFREY. GEOFFREY 

GOEN. CHARLES 

CROSSWAY., DONALD 

CAMP, D ALAN 

RASCH. RANDON M 

CAMPBELL., WALTER S 

SIDWELL. R STEVE 

JONES, SCOTT E 

GOSSETT, DANIEL A 

ROBERG, STEVEN R 

EDWARDS, ROBERT L 

GRAN8Y. STEVEN C 

MICKLE, WALTER *KEVIN* 

KEESLER, WILLIAM *BILL* 

DAVIS, RICKY D 

GREGORY. STEVEN R 

GILLMAN. JOHN A 

KING. ROBERT C 


DAFANG, JOVENCIO *JOE* 

CANON, ALBERT 0 *DINO* 

ALABAB, TONY JR 

ITAKURA. MILES E 

TOMIHAMA. ROY S JR 

LIPPERT. TONY H 

RAGUDOS, GUILLERMO 

AU. DAVID K 

NAKAOKA. CURTIS Y 

SEXTON. RUSSELL 0 


427 DOCKSIDE COVE 

1835 TIMOTHY DR. NE 

7728 SOARING EAGLE DR 

2199 NARROWAY CHURCH CIRC 

7974 MACARTHUR LANE 

1593 PATES CREEK RD 

45 BOSEMAN LANE 

200 ETOWAH DR 

208 PHILLIPS AVE 

201 PARK CREEK DR 

4945 WEAVER RD 

3037 HARVILLE RD 

4334 MARONEY MILL RO 

411 DURDEN DR 

1001 WOODMONT CT 

168 MOOR HEN LANDING 

3537 MCKAY LANE 

2450 THOMPSON MILL RD 

4804 ANNISTOWN ROAD 

4851 WRIGKTSBORO ROAD 

2733 STANLEY MAXWELL RO 

4190 HURT BRIDGE RD 

532 BILL WATKINS ROAD 

210 MORNING GLORY RIDGE 

14 SILVERMONT DR SE 

3228 WARREN CREEK DR 

522 BRADFORD PLACE COURT 

10 PERRY RD 

35 BARRY DR 

5331 AMBER COVE WAY 

807 CAMBRIDGE CREEK DR 

27 ANN RD 

56 LEE ROAD SE 

95 FIVE OAKS DR 

4024 HOLCOMB CREEK DR 

4450 INDIAN TRACE DR 

91-1662 KAUKOLU STREET 

91-1512 KEONEKAPU ST 

118 WEST PAPA AVE 

PO BOX 610 

95-213 KUAHAUA PL 

1617 MONTE ST 

S *JOS 94-418 HOAEAE ST 

PO BOX 7064 

73-4369 LAUI ST 

95-1060 HAALILO ST 

WOODSTOCK 

ATLANTA 

FLOWERY BRANCH 

DALLAS 

VALDOSTA 

STOCKBRIDGE 

CHICKAMUGA 

CARTERSVILLE 

PORT WENTWORTH 

WOODSTOCK 

GAINESVILLE 

STATESBORO 

DOUGLASVILLE 

POOLER 

GREENSBORO 

SAVANNAH 

MARIETTA 

BUFORD 

STONE MOUNTAIN 

GROVETOWN 

BOWMAN 

CUMMING 

HOSCHTON 

CANTON 

SILVER CREEK 

HIRAM 

LOGANVILLE 

BLOOMINGDALE 

FORSYTH 

FLOWERY BRANCH 

CONYERS 

CARTERSVILLE 

CARTERSVILLE 

COVINGTON 

BUFORD 

ALPHARETTA 

EWA BEACH 

EWA BEACH 

KAHULUI 

KALAHEO 

MILILANI 

HONOLULU 

WAIPAHU 

HILO 

KAILUA KONA 

MILILANI 

30189 770 596- 3856 

30329 404 993- •0503 

30542 678 628- '3858 

30132 678 787- 5395 

31601 229 560- 7556 

30281 770 714- '3209 

30707 423 653- 1377 

30120 770 403- '4098 

31407 912 655- 3706 

30168 404 402- •2230 

30507 404 583- 6270 

30458 912 536- •3371 

30134 770 662- 6583 

31322 912 313- •0170 

30642 *N0 PHONE*** 

31419 912 655- 0418 

30066 770 912- •8411 

30519 678 517- •0830 

30087 770 413- •5999 

30813 706 799- •1613 

30624 706 245- •8163 

30028 678 947- 3992 

30548 706 654- •9384 

30115 770 644- 6333 

30173 706 346' •5364 

30141 770 439' •3130 

30052 770 466' •7141 

31302 912 441' -4360 

31029 478 994' •4653 

30542 770 965 •1968 

30094 770 860' -0563 

30121 770 757 • 1396 

30121 706 537 •4449 

30014 770 787 -6544 

305X9 678 714 •2753 

30004 404 9,15' -9350 

96706 808 216 •6574 

96706 808 778' -6099 

96732 808 778' •6633 

96741 808 551 •9460 

96789 808 222 -5941 

96819 808 352 -4003 

96797-1446 808 388 •3878 

96720 808 854 -6357 

96740 808 329 -1145 

96789 808 626 -7140

PM01701 



Address 

NMTC. Ine. d/b/a Mateo Tools 


City 

Area Phone 


Page 

Date 

10 

1/01/2012 

lA 

lA 

lA 

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lA 

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lA 

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lA 

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lA 

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lA 

lA 

lA 

lA 

lA 

lA 

lA 

lA 

STOUT. DONOVAN K 

BUCHHEYER, MARCUS Q 

ANDERSON. AARON P 

PEARSON. NATHAN E 

JOHNSON, GREGORY 

COATES, ERIC A 

PHILEBAR. KEVIN J 

STEFFENSHEIER. LISA *BRAN 

MAY. MARK E *JARREN HALST 

WAGNER. RONALD D 

TJEPKES, KEVIN L 

SAMMONS, CASEY J 

GROSS. ANTHONY S 

NEWMAN. DONALD W 

FRIES. JAY A 

CATTELL. DENNIS 

VANDEVOORDE. JOHN W 

BRUESS. DUANE C 

CAFFREY. BOB J 

MAY. MARK E 

ROTH, KEVIN M 

106 REDBUD LANE 

1674 HIGHWAY 30 

498 NORTH 8TH ST 

PO BOX 34 

2748 NW 75TH PLACE 

165 PRINCETON PL 

29795 ASPEN RD 

1817 385TH AVE 

945 202 AVE 

2719 BRUNSKILL RO 

1340 ORIOLE AVE 

22133 120TH AVE 

225 NW 50TH PLACE 

1760 ORANGE AVE 

2643 E SHERIDAN AVE 

67 NE 72ND ST 

5154 NORWOOD DR 


2440 NEWPORT SW 

945 202ND AVE 

1002 7TH ST 

COUNCIL BLUFFS 51503 

CALAMUS 52729 

LE CLAIRE 52753 

CENTRAL CITY 52214 

ANKENY 50021 

DUBUQUE 52001 

SILVER CITY 51571 

BROOKLYN 52211 

PELLA 50219 

DUBUQUE 52003 

SIBLEY 51249 

DELTA 52550 

DES MOINES 50313 


DES MOINES 50317 

PLEASANT HILL 50327 

BETTENDORF 52722 

DEEP RIVER 52222 

CEDAR RAPIDS 52404 

PELLA 50219 

SHELDON 51201 

712 323 

563 210 

563 340 

319 521 

515 269 

563 513 

712 242 

928 249 

641 990 

563 590 

712 461 

641 799 

515 314 

319 461 

515 661 

515 261 

563 508 

641 595 

319 369 

641 628 

712 324 

6877 

6831 

5258 

1069 

1839 

7510 

6594 

0154 

2946 

9869 

2823 

6310 

4713 

1884 

7155 

7125 

1595 

2782 

0916 

1186 

4587 

ID 

ID 

ID 

ID 

ID 

ID 

ID 

ID 

ID 

ID 

State Count: 

STURMAN. ROBERT D 

BOLL, JONATHAN A 

HILL, KEVIN L 

BIRKINBINE. BRYAN R 

JOHNSEN. ROBERT A 

HULL, BRIAN L 

BEAN. NOEL 

BARBER. PHILIP M 

HARPER. WILLIAM A 

JENSEN. PAUL W 

21 

12262 IOWA AVE 

1032 E 1200 N 

145 WEST 400 SOUTH 

2864 W PAULA RED CT 

418 N MIDDLETON RD 

2810 E ISCHIA ST 

11615 N CHASE 

4345 HENDERSON LN 

479 EAST KING RO 

539 E 700 N 

NAMPA 83686 

SHELLEY 83274 

SAINT CHARLES 83272 

KUNA 83634 

NAMPA 83651 

MERIDIAN 83642 

RATHDRUM 83858 

POCATELLO 83202 

KUNA 83634 

FIRTH 83236 

208 830 

206 520 

435 713 

208 859 

208 258 

208 995 

208 687 

208 238 

208 863 

208 346 

5243 

1649 

5898 

•2869 

•5318 

9800 

5581 

•0243 

4873 

•4310 

State Count: 

10 

THURMAN. ROBERT F 

5020 E RICHLAND AVENUE 

MARKHAM, SETH R 

3610 MAPLE 

GOLEBIEWSKI. KRZYSZTOF 29W280 MARK DRIVE 

ZAHARIAS. THOMAS M 

1482 WOODSCREEK CIRCLE 

FUCHS, MICHAEL P 

4240 PEARTREE DRIVE 

PETROVICH. ART 

7000 GOLFVIEW DR 

HOLER. JOHN E 

473 VERRETT STREET 

BERGMAN. KEVIN R *CHRIS W 1433 RIVERBEND 

ANDRINOPOULOS. ARTIE 10N933 HIGHLAND TR 

SHERRICK, CLARENCE *CHRIS 113 N MAPLE 

NAWROT, GREG P 

9N712 SANTA FE TRAIL 

THOMAS. MICHAEL A 

635 ROCHDALE CIRCLE 

FRIESNER. SCOTT E *ERIC* 1454 E 2900 NORTH RD 

CHILLCOTHE 61523 

BERWYN 60402 

NAPERVILLE 60564 

CRYSTAL LAKE 60014 

LAKE IN THE HIL 60156 

COUNTRYSIDE 60525 

ELMHURST 60126 

WHITE HEATH 61884 

HAMPSHIRE 60140 

MT PROSPECT 60056 

ELGIN 60123 

LOMBARD 60148 

MOWEAQUA 62550 

309 274 

708 484 

630 922 

815 479 

4109 

5473 

1913 

1075 

847 854. 6410 

708 853 0093 

630 832 2911 

217 778 2200 

630 774' 9326 

847 610' 0918 

815 505' 4864 

630 935' 1116 

217 433 3080

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Run Date :12/30/11 


Address 



City 

Area Phone 


Page 

Date 

11 

1/01/2012 

MORES. ANTHONY J 

TANNER, FRED H JR 

SLATER, JASON T 

BRANDON. iOAVID G JR 

STEFFENHAGEN, WILLIAM J 

SUAREZ. ARMANDO JR 

REICHEL, JACK A 

SCALPONE, VINCENT 

HUBBLE, DAVID E 

GRIFFITH, KEITH A *ALAN* 

BRUNO. DOHINICK A 

THATER. ROBERT G 

KANAREK, IMICHAEL R 

WILLIS, DAVID M 

MCNEIL, TIM P 

GELUSHIA. BRAD U 

GRIBAUDO, DANIEL 0 

SCHMITT, JOHN M 

HUBRICH, JEFFREY A 

HAYES. THOMAS C 

KRAUSE. RICHARD D 

BLUETT. MICHAEL J 

KATZ. JERRY L 

ORME. AUSTIN L *LEE* 

ROBY. GREG W 

YOUNG. RODNEY E 

SKINNER, DOUGLAS H 

MAR5CH. SCOTT D 

REEDER. JOSHUA J 

BORGES, EDUAN A 

BOEHMER, STEVEN P 

LOCK. JON 0 

RULL. DENNIS 0 

BRIGHT. DOUGLAS 

NEWMAN. ALAN 

GOODALIS., THOMAS 

NANCE, ROGER 

CHIOVARI.. JOSEPH 

ROJEK. CHRISTOPHER 

BERGMAN. KEVIN 

WOLFE JOHN 

NORKUS, JOHN 

CRTS, ANTHONY 

DENTON, ROBERT 

ROZHON. STEVE 

HASTINGS, GERALD 

PERRIN. THOMAS 

KACIR. RONALD 

DAEMICKE. PAUL 

DAWSON, RICKY E 

270 TIMBER RIDGE COURT 

8738 REZY ROAD 

25010 178TH AVE NORTH 

204 TOWNE ST 

5707 LANDCASTER CR 

19598 W MARTIN DR 

4235 W 151ST ST 

35 S SOUTH ELGIN, BLVD 

101 LAKE AUDREY LANE 

207 W ADAMS 

554 S ARDMORE AVE 

506 SOUTHWOOD CIRCLE 

659 ROCHDALE CIRCLE 

PO BOX 3691 

359 OAKLAWN 

3832 S 59TH AVE 

2724 N 75TH CT 

8434 MENDINGWALL DR 

507 E CHERRY ST 

1894 GROVE AVENUE 

20974 WALTON RD 

8602 SYCAMORE COURT 

PO BOX 603 

1449 N 36TH ST 

47W699 SHIREWOOD FARM RD 

4274 LOST RD 

2806 WATERFRONT AVE 

530 ILLINOIS AVE 

3221 E 1ST STREET 

2814 ARDITH ST 

663 GREENFIELD ROAD 

24919 N 2900 EAST RD 

8486 WHITEFIELD RD 

1190 E 1800 NORTH RD 

10129 LAWRENCE COURT 

1263 LEVERENZ RD 

3267 SAND ROAD 

1105 NORTH WHEATON AVE 

12663 MARTINGALE 

1433 RIVERBEND 

12040 S WOLFE DR 

7N 305 BLUESTEM CT 

10008 ROUTE 25 

2 FALCON RIDGE COURT 

13514 W HAGGARD 

3832 W 109TH PLACE 

8440 W BOTH STREET 

23500 FARMDALE RD 

1647 CAROL STREET 

20 WEST 066 99TH ST 

JOLIET 60431 815 474-4674 

NEW DOUGLAS 62074 618 973-9025 

CORDOVA 61242 309 314-0631 

MORRISON 61270 815 499-3138 

MCHENRY 60050 847 264-0302 

MUNDELEIN 60060 224 595-2269 

MIDLOTHIAN 60445 708 539-9138 

SOUTH ELGIN 60177 630 667-5886 

MILLSTAOT 62260 618 604-4768 

ATLANTA 61723 217 750-1100 

VILLA PARK 60181 847 354-3188 

STEAMWOOD 60107 630 885-3041 

LOMBARD 60148 847 436-7162 

QUINCY 62305 217 971-6246 

ELMHURST 60126 708 997-6394 

CICERO 60804 708 299-6284 

ELMWOOD PARK 60707 708 557-4686 

WOODRIDGE 60517 630 432-4795 

LEROY 61752 309 531-0534 

SCHAUMBURG 60193 630 721-5588 

WILMINGTON 60481 630 546-2602 

FOX LAKE 60020 224 243-0000 

EFFINGHAM 62401 217 343-4240 

OTTAWA 61350 815 228-3298 

HAMPSHIRE 60140 847 489-9843 

BEARDSTOWN 62618 217 341-7613 

ALGONQUIN 60102 815 529-5229 

BATAVIA 60510 630 418-2608 

PERU 61354 815 326-2777 

JOLIET 60435 815 546-6181 

SUGAR GROVE 60554 630 313-0369 

LEXINGTON 61753 309 275-5134 

PLAINVIEW 62685 618 973-0249 

MONTICELLO 61856 217 762-7603 

OAKLAWN 60453 708 4227395 

NAPERVILLE 60564 630 5270675 

EDWARDSVILLE 62025 618 6550595 

WHEATON 60187 630 6657846 

HOMER GLEN 60491 708 3014565 

WHITE HEATH 61884 217 5866364 

PLAINFIELD 60585 708 542-3506 

ST CHARLES 60175 630 5841988 

OSWEGO 60543 630 966-2630 

ALGONQUIN 60102 708 278-0768 

HOMER GLEN 60491 708 3018945 

CHICAGO 60655 773 206-8454 

MCCOOK 60525 708 209-5042 

WASHINGTON 61571 309 699-1996 

DOWNERS GROVE 60515 630 417-2693 

LEMONT 60439 630 783-8402

M01701 


Jtate Distributor Name 

Address 



City 

Area Phone 


Page 

Date 

12 

1/01/2012 

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IN 

IN 

IN 

IN 

IN 

IN 

IN 

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IN 

IN 

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IN 

IN 

IN 

IN 

IN 

IN 

IN 

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IN 

IN 

IN 

IN 

IN 

IN 

IN 

IN 

DANIELS, JACK 

TUOHY. MICHAEL 

BERGMAN, AARON S 

WILSON, MIKE 

FREUND, ROBERT *MIKE* 

MENOZI, MARK C 

ENGELMANN. ERIC D 

LESZCZYSZYN. MARK J 

NYLEN, BRIAN 

VOYLES, KEITH E 

HECKER. DANIEL R 

ROY. MICHAEL H 

STERNBERG, ARTHUR R 

SMITH. TONY *TJ* 

STERLING. SALLY 

STARBUCK, ERIK A 

DEUTSCH, CHARLES P 

ANGELET05. EMANUEL 

OTTE. BRETT T 


GIVENS. STEVE 

WILSON. TERRY J 

OTTE, GEORGE A 

WEIR. KEVIN R 

DREWS, DEAN M 

THORNE. TODD A 

ROST. PAUL E JR 

TOWER. TIMOTHY D 

BONEBRAKE,. CLARK 

YODER. DAVID L 

HOFFMAN. DREW A 

ALLEN. MICHAEL 

GUILFOYLE,. PAUL R *RICK* 

GRAF. DAVID R 

SMITH, STEVEN R 

GIUFFRE. MARK 

COOPER. MARVIN W *WAYNE* 

REINHARDT. MICHAEL A 

SCHULTZ. MICHAEL J 

OURY. DONALD J 

GOODPASTER. DARRELL G 

BURES. TONY A 

CHRZAN. MICHAEL J 

HIGGINS, BENJAMIN J 

CLUELOW. HARRY 

CORPLE. GEORGE E JR 

CHRISTMAN. WYATT J 

LIVRONE. DAVID 

175 NOTTINGHAM LANE 

137 AUGUSTA DR 

200 N LOGAN 

522 CONSTANZO LANE 

1136 PINE TREE LANE 

3720 PRAIRIE LANE 

2043 BALDWIN RD 

231 CUMMINGS DR 

810 JOANNE DR 

111 N BERTEAU AVE 

2213 STEINK0ENI6 SCHOOL R 

8904 S MOODY 

701 GREENVIEW AVE 

29085 MECHLING LANE 

822 OTTO ROAD 

29 W 526 WINCHESTER CR S 

10575 OAK LANE 

310 WARWICK LANE 

PO BOX 644 

5920 SOUTH 425 WEST 

1559 MORTON STREET 

1196 DARCrS DRIVE 

2106 N DIXON ROAD 

15218 HIDDEN OAKS RUN 

12022 PEBBLEBROOK LANE 

15698 LIN RD 

345 N WOLF RO 

10018 E 131ST STREET 

923 S 23RD STREET 

17218 MCDUFFEE RD 

5059 BENJAMIN RD 

22433 ST MARTINS LN 

51328 HARBOR RIDGE DR 

1707 MIMOSA LANE 

11855 BUCK CREEK CIRCLE 

500 N MERIDIAN ST 

20 ELM DRIVE 

4348 EAST 102ND AVE 

16435 LINCOLN HWY 

8486 N 100 W 

609 N DIVISION ST 

63765 THORN RO 

5255 W HILLCREST DR 

12002 LANTERN RD 

9501 S 900 W 

1795 N ETNA RD 

65322 STATE RD 331 

BOURBONNAIS 60914 815 939- 1620 

GILBERTS 60136 847 697- '9383 

EMDEN 62635 217 376^ •3670 

BETHALTO 62010 618 377- •0351 

LIBERTYVILLE 60048 847 680- '4685 

MORRIS 60450 815 353^ 2372 

JACKSONVILLE 62650 217 899 •'6207 

BARTLETT 60103 847 202- 6178 

MINOOKA 60447 815 467- •2427 

BARTLETT 60103 847 650 6835 

HIGHLAND 62249 618 654- 1357 

OAK LAWN 60453 708 642' •1233 

DES PLAINES 60016 647 298 '2768 

ROCK FALLS 61071 815 622 •0462 

MACHESNEY PARK 61115 615 654' •0685 

WARRENVILLE 60555 630 393' •6173 

MORRIS 60450 815 685- •0075 

LAKE IN THE HIL 60156 847 669- •8086 

MONTGOMERY 60538 630 212- •7685 

PENDLETON 46064 

NOBLESVILLE 4606O 

SEYMOUR 47274 

KOKOMO 46901 

HUNTERTOWN 46748 

CARMEL 46033 

FORTVILLE 46040 

COLUMBIA CITY 46725 

FISHERS 46038 

SOUTH BEND 46615 

CHURUBUSCO 46723 

TERRE HAUTE 47802 

GUILFORD 47022 

GRANGER 46530 

ANDERSON 46011 

NOBLESVILLE 46060 

PITTSBORO 46167 

PLAINFIELD 46168 

CROWN POINT 46307 

NEW HAVEN 46774 

FOUNTAINTOWN 46130 

BRISTOL 46507 

NORTH LIBERTY 46554 

BLOOMINGTON 47404 

FISHERS 46038 

DALEVILLE 47334 

COLUMBIA CITY 46725 

BREMEN 46506 

765 378-0590 

317 776-0758 

812 525-2759 

765 438-0997 

260 452-8871 

317 341-1090 

317 440-8155 

260 610-4409 

317 845-3451 

574 252-9827 

260 515-3525 

812 234-5701 

513 652-3249 

574 344-6437 

765 623-9741 

765 749-3260 

317 370-9493 

317 413-0916 

219 741-5477 

260 704-2828 

317 509-2557 

574 214-9167 

574 780-5617 

812 498-9999 

317 445-1621 

765 635-6897 

260 341-8577 

574 6334431

PM01701 

Run Date : 12/30/11 


Address 



City 

Area Phone 


Page 

Date 

13 

1/01/2012 

IN 

IN 

IN 

IN 

IN 

IN 

IN 

IN 

IN 

IN 

IN 

SOBOTA, CHRISTOPHE 

HOLDMANN. CHUCK A 

DENNIS. MARK D 

HARRIS. ROBERT R 

HAMILTON, GROVER 

GUTIERREZ, JOSEPH ( 

RILEY, MICHAEL K 

HAGAN, DEAN A 

ACKERMAN. CRAIG L 

WAKEFIELD, CHARLES 

BEEDLE. WIILLIAM B 

3544 42ND STREET 

4283 W 153RD AVE 

7207N CR200W 

994 E LEVILEE RD 

4341 W CARMOLA DR 

5767 ROOSEVELT PL 

6209 GRANNER DR 

2067 W COUNTY RD 725 N 

11500 NADORFF RD 

5061 W NORTH COUNTY LINE 

763 JUNIPER RD 

HIGHLAND 

CROWN POINT 

LIZTON 

WARSAW 

BLOOMINGTON 

MERRILLVILLE 

INDIANAPOLIS 

LIZTON 

GREENVILLE 

CLAYTON 

VALPARAISO 

46322 219 682- 7665 

46307 219 696- 1565 

46149 317 994- 5092 

46582 574 551- 6665 

47404 812 876- 8559 

46410 219 884- 7545 

46221 317 509^ 6425 

46149 317 994- 5376 

47124 812 923- 9235 

46118 317 539- 7621 

46385 219 759^ 1246 


KS 

KS 

KS 

KS 

KS 

KS 

KS 

KS 

KS 

KS 

KS 

KS 

KS 

KS 

KS 

KS 

RIEDEL, ROGER E 

JONES, STEVEN L 

YOST, TREVOR N 

GUNELSOH, JEFFREY S 

WILLMON. JOHN T JR 

CAMERLINCK. BRENT 

WALTERS. ILAYNE W 

JEFFRIES. JOE T 

HAUFLER. lERNEST C *ERNIE* 

GROSSMAN. JASON T 

SCHROEOER-DAHLSTEN. CAROL 

CROSS. KPNNETH W 

WENDT. DANIEL L 

MUTH. STEVEN 

AHRENS. JOHN 

LUMM. DAVID 

PO BOX 724 

11226 VALLEY HI COURT 

771 E 1485 ROAD 

724 W WALNUT STREET 

9705 W 49TH PLACE 

10399 BARTON RD 

12808 S WIDMER 

17423 SW OHIO ST 

7006 SE 89TH ST 

2206 MYRTLEWOOD CT 

1444 DOVER RD 

201 E KEY 

1496 N 500 RD 

1546 BACHTOLD 

15410 LAKE RD 10 

316 N 2ND ST 

TONGANOXIE 

WICHITA 

LAWRENCE 

SALINA 

MERRIAM 

LEONARDVILLE 

OLATHE 

DOUGLASS 

BERRYTON 

DERBY 

MCPHERSON 

SALINA 

BALDWIN CITY 

SALINA 

GARDNER 

INDEPENDENCE 

66086 913 432- 7941 

67209 316 640- 9900 

66046 785 760- 3541 

67401 785 643- 5019 

66203 913 634- 8893 

66449 785 313- 0172 

66062 913 961- 3255 

67039 316 651- 7473 

66409 785 817- 2933 

67037 316 304- 3771 

67460 928 846- 2269 

67401 785 820- 0452 

66006 785 979- 6341 

67401 785 452- 8547 

66030 913 488- 8665 

67301 620 331- 7772 

KY 

KY 

KY 

KY 

KY 

KY 

KY 

KY 

KY 

KY 

KY 

KY 

KY 

KY 

KY 

KY 

KY 


ROBINSON. PATRICK 

PARKER, BRIAN K 

BURDETTE. RICK 0 

WETZEL. JACK A 

GOINS, WILLIAM *TONY* 

MARTIN. JOHN R 

SULLIVAN.. JOHN C 

SIMPSON, BRIAN W 

HARP. JOHN D 

CORNETT, RONNIE E 

HAMBY, PAUL R 

STEWART. JIMMIE *CURTIS* 

KIRKPATRICK. BENJAMIN L 

MORGAN, PRESTON R 

EMBRY. BARRY L 

WALKER, JEFFERY K 

GRIVOIS. DANIEL J 

151 SYCAMORE DRIVE 

878 MAHER ROAD 

3614 ECHO VALLEY CIRCLE 

705 VICTORIA PLACE 

1233 BRIGHTLEAF BLVD 

4273 KNOB CREEK RD 

3470 YODER TIPTON RO 

2120 DEATSVILLE RD 

729 FLINT RD 

1142 CANNONBALL WAY 

6306 HWY 26 

62 PINEHAVEN WAY 

36 ASHLEY LANE 

155 MONROE RD 

1318 CHERRY LANE 

8 KYLES LANE 

8121 AVANTI WAY 

LANCASTER 

WALTON 

LA GRANGE 

LOUISVILLE 

ERLANGER 

BROOKS 

TAYLORSVILLE 

SHEPHERDSVILLE 

WACO 

INDEPENDENCE 

ROCKHOLDS 

LANCASTER 

SCOTTSVILLE 

CALVERT CITY 

BEAVER DAM 

FORT THOMAS 

LOUISVILLE 

40444 859 584- 2322 

41094 859 743- 2247 

40031 502 338- 7248 

40207 502 287- 8888 

41018 859 653- '9118 

40109 502 381- •1954 

40071 502 396- 9006 

40165 502 609- 5285 

40385 859 358- '6115 

41051 859 760- '9868 

40759 606 260^ 1685 

40444 659 693- •3763 

42164 615 881^ •2763 

42029 270 898' •3030 

42320 270 274- •9708 

41075 859 441' •7146 

40291 502 231' •5412

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MA 

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MA 

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MA 

MA 

MA 

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MA 

MA 

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HA 

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MA 

MA 

MD 

MO 

MD 

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MD 

MD 

MD 

CRUMP. TRUITT K 


NICHOLS. RICKY D 

FREEMAN. JOHNNY R 

FREEMAN, JESSE M 

LEWIS. AtAN L 

DELATTE. CAROL J *ANDY DE 

LUGO. CARLOS E 

WINEINGER. CRAIG R 

FALCON. HERSHEL 

HERNDON, ANTHONY *CRAIG* 

WARREN. EDDIE B 

AYC. SHANE G 

MURRAY. MICHAEL S 


BROOM. DOUG 

HICKS. WILLIAM J 

KRAIN, GREGORY J 

WHITNEY. MICHAEL G 

WOSKIE, DAVID F 

DUFFY. KERRY 

DICKSON. FRANKLIN E 

DOSTERT. DANNIE H 

FISHER. ROBERT A 

PANARELLl. PETER A 

MCLOUGHLIN. JAMES JR 

DUNDERDALE, BRYAN K 

SPIKER. ROBERT E 

SMITH. ROBERT H 

GILLIS. ED 

LUKE, JAMES 

FIELDS. DAVID 

FERNALD. DANA E 

MURPHY. PAUL F 

MURPHY. CRAIG J 


PEAY. WILLIAM *DAVE* 

KIDD. JEFFREY A 

HAMMOND, NOAH Z 

ALT, DUDLEY F *DOUG* 

CANIGLIA. ANTONIO E 

ALBERTSON. SCOTT M 

PESSAGNO,, MARTIN T 

AMEREIHN,, WILLIAM A 

7615 ROCKWELL RD 

25558 PLANTATION AVE 

366 JEFF TIOWELL RD 

122 ASHFORD LANE 

15 EMILE AVE 

710 EAST SPILLMAN ST 

2600 SELLS STREET 

365 GRAND RUE 

14416 COTTINGHAM COURT 

4609 HWY 14 

PO BOX 2211 

971 HIGHWAY 20 

3552 ST RAPHAEL LANE 

175 SCANTIC RD 

16 HERRICK RD 

81 WAVERLY STREET 

42 CORAL RD 

28 LELAND HILL RD 

57 BENNETT RD 

86 BROOKLINE ST 

402 CHESTNUT ST 

188 BURBANK RD 

165 GREAT RD 

194 LINDBERGH AVE 

33 MARJORIE RO 

12 BLISS ROAD 

2 BAYVIEW AVE 

70 FAYMORE DRIVE 

23 MACKINTOSH ST 

21 RACE COURSE RD 

2 PARKHURST DRIVE 

121 FULLER STREET 

1125 THORNDIKE ST 

695 VERDA LANE 

603 WALKER ST 

512 LOCUST AVE 

13 CRESTVIEW GARTH 

2045 ROLLING KNOLLS COURT 

17738 JENNIFER LANE 

2115 OLIVER DR 

2504 PUTTY HILL AVENUE 

WINCHESTER 40391 

DENHAM SPRINGS 70726 

DOWNSVILLE 71234 

YOUNGVILLE 70592 

KENNER 70065 

GONZALES 70737 

METAIRE 70003 

SHREVEPORT 71106 

BATON ROUGE 70817 

NEW IBERIA 70560 

DENHAM SPRINGS 70727 

THIBODAUX 70301 

SULPHUR 70663 

HAMPDEN 01036 

BLANDFORD 01008 

ARLINGTON 02476 

SPRINGFIELD 01118 

SOUTH GRAFTON 01560 

MARBLEHEAD 01945 

PEPPERELL 01463 

LYNN 

O1902 

SUTTON 01590 

MAYNARO 01754 

NEEDHAM 02494 

STOUGHTON 02072 

BELLINGKAM 02019 

BERKLEY 02779 

AGAWAM 01001 

FRANKLIN 02038 

LAKEVILLE 02347 

LAKEVILLE 02347 

MIDDLEBORO 02346 

PALMER 01069 

HUNTINGTOWN 20639 

ABERDEEN 21001 

WESTMINSTER 21157 

BALTIMORE 21237 

HUNTINGTON 20639 

HAGERSTOWN 21740 

PRINCE FREDERIC 20678 

PARKVILLE 21234 

859 338-1015 

225 465 

318 348 

337 349 

504 275 

225 247 

504 813 

318 678 

225 752 

337 560 

225 938 

985 637 

337 527 

7231 

2572 

0068 

9302 

3110 

6641 

3685 

2695 

5324 

6804 

7882 

9048 

413 566-2239 

413 427-8790 

781 850-6180 

413 563-4299 

774 312-5266 

781 854-6259 

978 853-0644 

781 715-4269 

508 277-8100 

617 501-8935 

781 223-6920 

781 408-1983 

617 416-2276 

508 8247736 

413 7866261 

781 760-0837 

508 400-6385 

508 947-8024 

508 946-1302 

413 283-4775 

240 876' 9467 

443 528 2823 

410 596 4815 

410 404 6788 

301 706 2831 

301 908 3087 

443 975 4510 

410 935 5895

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MD 

MD 

GROVES. DEBORAH E *ERNEST 

FERNANDES, EDGAR-BRUNO G 

HOSTER. WILLIAM J 

AYRES, GEOFFREY L 

GRIFFITH, PATRICK M 

VERNON. KEVIN C 

KEARNS. JASON D 

CYR. ROBERT A JR 

ROARK, TROY 

BENJAMIN. HENRY *WAYNE* 

CORBETT, ROBERT 

LAYTON. JEFFREY 

HAITMANEK,, KEVIN 

LAMBERT. ERICK 

WEICHERT, GEORGE *BUNKY* 

PARR, DAV.ID 

MCKENNEY. BRIAN P 

BERMAN, BARRY E 

JANECZEK. EUGENE *BUTCH* 

KELLY. JO,HN L 

CORBETT. JAMES J 

110 TRENT HALL CT, A 

28721 GREENBERRY OR 

4235 BUFFALO RD 

4619 SUTHERLAND CIRCLE 

1 HANFORD DRIVE 

802 CHESAPEAKE DR 

242 WHITAKER AVE 

3100 NASTURTIUM LN 

18 GROUND PINE PATH 

15 CARTER RD 

2706 PEMBERTON RIDGE 

9943 MILA ST 

11006 POWERS AVENUE 

2771 SWANN WAY 

7929 OAKDALE AVE 

1119 LITTLE MAGOTHY VIEW 

1308 SPENCERVILLE RD 

PMB 393 AT UPS STORE 

1736 DREXEL RD 

4718 QUIMBY AVE 

2195 BALTIMORE BLVD 

FRIENDSHIP 20758 

GAITHERSBURG 20882 

MOUNT AIRY 21771 

UPPER MARLBORO 20772 

HARMANS 21077 

STEVENSVILLE 21666 

NORTH EAST 21901 

MIDDLE RIVER 21220 

ELKTON 21921 

RISING SUN 21911 

BALDWIN 21013 

DENTON 21629 

COCKEYSVILLE 21030 

DAVISONVILLE 21035 

BALTIMORE 21237 

ANNAPOLIS 21409 

SPENCERVILLE 20868 

WESTMINSTER 21157 

DUDALK 21222 

8ELTSVILLE 20705 

FINKSBURG 21048 

240 229-7708 

301 928-4068 

443 974-7412 

202 425-8363 

443 799-6388 

202 669-5008 

443 553-7361 

443 326-4430 

302 545-5118 

410 688-2540 

410 5578255 

410 4799564 

410 628-2886 

410 956-5767 

410 780-9581 

410 349-2083 

301 476-9543 

410 375-0066 

443 695-2565 

301 793-9264 

410 876-3309 

ME 

ME 

ME 

ME 


PAQUETTE, DONALD R SR 

GARMAN. SiCOTT A 

STEINER. JERRY L JR 

HINKLEY. JAMES W JR 

8 F SANBORN RD 

227 INDIAN RD 

31 OAKWOOD DR 

57 B HILL ST 

SABATTUS 04280 

WISCASSET 04578 

BELGRADE 04917 

SACO 04072 

207 375-7210 

207 350-5753 

207 215-7585 

207 284-7663 

MI 

MI 

MI 

MI 

MI 

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MI 

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MI 

State Count: 

FRENCH, MICHAEL A 

LOISELLE.: ZACHARY T 

SCHIMELPFENIG. LOUIS E 

KNAPP. JQDY A 

SNELL. DOUGLAS *DOUG* 

ZINK. JOSEPH A JR 

ZUBOR. JOHN P 

ATKINSON. JERRY R 

CHOROBA:, TIMOTHY P 

SPEDDING. DONALD G 

FRECHETTE. THOMAS H 

MADIGAN. KEVIN B 

COOK. GEORGE R 

MACHINSKY. RICHARD A 

KLUNGLE, GORDON A *SOLE 

NYQUIST. TODD A 

HARTSOCK. GREGORY B 

MORAWA, STEPHEN L 

BISHOP. RONALD S 

11801 DOROTHA DRIVE 

593 ANN STREET 

9963 SCHOLAR DR 

729 ALTA DALE 

7473 PARADISE COURT 

3220 CRESTHILL LANE 

490 N 8 MILE RD 

171 ROOD OR 

2767 BUTTERCUP CT 

1008 IRWIN DR 

8478 SEYMOUR RD 

14810 TOEPFER 

10801 SCONCEWOOD DR 

2280 CARLETON WEST 

M 4935 13 MILE RD 

2830 FULLER AVE NE 

10328 TIMBERLANE DR 

19992 POLLYANNA 

1671 70TH AVE 

EATON RAPIDS 48827 

PLYMOUTH 48170 

PINCKNEY 48169 

ADA 49301 

GRAND BLANC 48439 

TRAVERSE CITY 49686 

LAKE CITY 49651 

CARD 48723 

HOWELL 48843 

WATERFORD 48327 

GAINES 46436 

EASTPOINT 48021 

LOWELL 49331 

CARLETON 48117 

ROCKFORD 49341 

GRAND RAPIDS 49505 

STANWOOO 49346 

LIVONIA 48152 

EVART 49631 

517 282 -3448 

734 634 -6898 

734 878 -9283 

616 240 •2404 

810 516 -8783 

231 392 -1154 

231 394 -0362 

989 670 -9020 

810 348 -6411 

734 216 -3215 

810 275 -3064 

810 217 -5415 

616 540 •8021 

313 550 -9078 

615 446 -3593 

616 881 -2494 

231 679 -1901 

248 444 -6877 

231 250 •1584

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MN 

MN 

MN 

MN 

MN 

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MN 

MN 

MN 

MN 

HN 

MN 

MN 

LEARMAN. JEAN M *0ENNIS L 

DANULOFF, ANDREW H 

STINSON, iDAVID R 

PIETROWICZ. EDWIN J JR 

SNYDER, ROCKY L 

LOVETT. ANTHONY A 

MCKENNA. TIMOTHY C 

BALL, ANDREW J 

GILBERT. BRIAN S *ERIK GI 

TRYGG. DENNIS E 

VAINNER. TIMOTHY L 

SZAWARA. JAMIE J 

BAKER. WILLIAM *BILL* 

GERAGOSIAN, GARY & RUTH 

WITHUN. GARY 

CONWAY. DENNIS 

SHIELDS, ROB 

CHAMBOS. NICK I 

RAINKO. MARK E 

ZIEGLER, JOHN R 

WHITLOCK, FRANK 

GREENMAN., CALVIN. *SKIP* 

ZISKE, JOHN 

WAGNER. JOSEPH F 

BUCHANAN. DAVID J 

MCCONE. KEVIN S 

MINIKEY., TIMOTHY G 

RYAN, TIMOTHY C 

BRUSSEAU. JAMES 0 

BESSOLO. BRENT R 

KINNUNEN. CHRISTOPHER S 

WOODWARD, LARRY K 

ATWELL. ROBERT C *BOB* 


GABRELCIK. THOMAS A 

KRONHOLM. ANDREW J 

PEARSON, THOMAS A 

FRYKMAN,. LOUIS J 

NELSON. RICHARD G 

SAGER, DONALD D 

HAUKOS. JEREMY A 

MCWILLIAMS. SCOT R 

WILKE. KRISTOFER J *KRIS* 

BENSON. LUCAS N 

GRINAGER. JEREMY P 

LARSON. GERALD S 

KLOETZKE. MARVIN 

BLAIR. STEVEN F 

1425 DOVER PLACE 

6910 KINGSLEY CIRCLE 

8251 BRIARWOOD AVE 

229 SOUTH GENESSEE ST 

1971 W HANSEN RD 

2479 ALCOTT ST 

2382 SUNNY CREEK ST SE 

836 EAST RIVER DR 

5376 18TH RD 

1639 TULIP LANE 

1920 DELL RD 

24619 WOODLAND 

27983 HAAS RD 

30500 BAYVIEW 

7081 T ERMINGER LANE 

19935 HURON RIVER DRIVE 

2929 HIDING PLACE 

2373 MEADOW ST 

17480 S NUNNELEY 

9484 E VERMONTVILLE HWY 

4630 WEBBER 

2274 S VASSAR RD 

27334 NEWPORT 

2851 WIXOM RD 

2424 CARLETON WEST 

472 S WAVERLY 

5584 STEVENSON RD 

2120 GROVENBURG 

2694 HESSEL 

2780 WOODBINE 

1371 STATE HWY M 28 EAST 

14150 HARVEY LANE 

5630 W MCNALLY 

5801 4TH STREET NE 

26229 PHEASANT RUN 

11940 OREGON AVE N 

13850 62ND AVE N 

32795 IRONWOOD DR 

3119 MAPLE LEAF COURT 

242 1ST AVE NW 

5293 BROOKS CIRCLE SE 

305 N ASH 

21188 COUNTY RD 81 NW 

501 N BRUCE ST 

22355 BERRING AVE 

2415 LISBON AVENUE 

48993 210TH ST 

SAGINAW 

DEXTER 

JENISON 

BELLAIRE 

SIDNEY 

BURTON 

KENTUOOD 

L'ANSE 

ESCANABA 

WESTLAND 

LANSING 

BROWNSTOWN 

WIXOM 

GIBRALTAR 

SOUTH LYON 

ROCKWOOD 

MILFORD 

FLUSHING 

CLINTON TOWNSHI 

DIMONDALE 

SAGINAW 

BURTON 

WARREN 

MILFORD 

CARLETON 

EATON RAPIDS 

SHERIDAN 

LANSING 

ROCHESTER 

WATERFORD 

MARQUETTE 

GRASS LAKE 

COLEMAN 

FRIDLEY 

LINDSTROM 

CHAMPLIN 

MAPLE GROVE 

ST JOSEPH 

LITTLE CANADA 

ELBOW LAKE 

PRIOR LAKE 

PORTER 

BIG LAKE 

MARSHALL 

FARMINGTON 

LAKE ELMO 

MORRIS 

48638 989 792- 7036 

48130 248 330- 6412 

49428 616 560- 4283 

49615 231 313- 4680 

48885 616 350- 7607 

48509 610 280- 8817 

49508 616 889- 4273 

49946 940 735- 1273 

49829 906 399- 6764 

48186 734 578- 4681 

48911 734 788- 7262 

48134 734 658- 3730 

48393 248 437- 7846 

48173 734 6769245 

48178 248 437- 8939 

48173 734 3796428 

48381 248 396- 6440 

48433 810 6598208 

48035 313 7067199 

48821 517 646- 6273 

48601 989 771- 9474 

48519 810 691- 9563 

48088 586 754- 5433 

46381 734 765- 4640 

48117 734 771- 6532 

48827 517 663- 6443 

48884 616 835- 4323 

48911 517 694- 5668 

46307 246 467- 9522 

46328 248 431^ '3888 

49855 906 249^ 1720 

49240 734 646- '6259 

48618 989 330- 1354 

55432 763 226 0914 

55045 651 248' •0258 

55316 612 868' •6242 

55311 763 213' •9535 

56374 320 266' •0900 

55109 651 583 •4417 

56531 218 770 •5845 

55372 651 434' •3327 

56280 507 829 -7962 

55309 763 458 • 3448 

56258 507 530 •7264 

55024 651 343 -4218 

55042 661 777 -7641 

56267 320 293 -7579

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OWENS, JEREMY R 

HAYES. JOSEPH 

THORESON, KRAIG 

RENS, JERALD 

WAHLBERG. WILLIAM D 

RESCH. JAMES 

MURCK, JOSEPH 

KORMENDY. CAROL E 

DAVIDSON. PATRICK A 

BAKER, JEFFREY W 

JOHNSON. TEDDY D 

HUSMANN. PAUL 

VOLD. JIM 


PODORSKI. MICHAEL A 

EVERSON. JAMES *SCOTT* 

EMERSON. DANIEL P 

JONES, SPENCER M 

RANDOL. DOUGLAS R 

WILLIAMS, BENJAMIN E 

HAMMING. JOSHUA K 

WALTERS. LEE C 

DOLSON, JOHN E 

NIELSEN. JAMES A 

DAY. ERIC K 

LAROCCA. JOSEPH A 

RATHJEN. JEFFRY L 

LEE. ANDREW J 

DOERR, ARTHUR W 

GERINGER, LUCAS J 

BROWN, OERIC F 

FRIEDLY, RODNEY 

DAAKE, ROGER 

LUEBBERT,. MICHAEL 

GOODWIN, JEFF S 

COSTELLO,. ROBERT C 

BENBOW, CHARLES E 

WEST. ROBERT E 

CUTRIGHT. MARK A 

WIKSTROM,. JAMES R 

HATHEWAY,. CHAD C 

GERLER. SCOTT E 


BEASLEY. JEFFERY *SCOTT* 

MCKEE. BILLY SR 

DODOS. VJRGIL G 

2711 150TH ST 

314 N FOURTH STREET 

5270 CEDAR AVE 

4168 DEMPSEY AVE SW 

2570 JACKSON ST 

PO BOX 1230 

26283 MEADOWBROOK LANE 

8338 STEVENS AVE 5 

1072 LONE OAK LANE SW 

26306 THOMAS AVE 

24810 COUNTY 48 

22914 FOX FIRE 

5223 FLORENCE DR NW 

2289 KENOSHO 

501 S ADAMS 

701 SHOREVIEW DRIVE 

27880 HWY T 

492 CR 355 

201 LENSING RD 

206 NE KEYSTONE OR 

8 SILVER LEAF CT 

1308 COTTAGE LANE 

413 LAKE ST 

105 LONE OAK 

1103 CRICKETHOLLOW CT 

1867 E MIMOSA 

4706 FENIMORE DR 

149 HWY EE 

332 PCR 202 

21909 GRACIE DR 

2633 OBERHELMAN RD 

508 HAWTHORNE DR 

102 DOHMAN HOUSE LANE 

4912 ELDER RD 

34422 HOLT #285 

24211 SW HIDDEN VALLEY 

6226 SW COOK CIRCLE 

7 OAK DR 

36000 WESTERMIER RD 

264 CHICKWEEO LANE 

801 TRADEWINDS DR 

210 QUAIL VALLEY 

13569 MIDWAY RD 

271 CR 1000 

BARNESVILLE 

CALEDONIA 

OWATONNA 

WAVERLY 

LITTLE CANADA 

INTERNATIONAL F 

WINONA 

BLOOMINGTON 

ORONOCO 

ELKO NEW MARKET 

OSAGE 

COLD SPRING 

ROCHESTER 

OVERLAND 

RAYMORE 

RAYMORE 

FOREST CITY 

HARVIELL 

RHINELAND 

LEES SUMMIT 

LAKE ST LOUIS 

JEFFERSON CITY 

ROCKAWAY BEACH 

SIKESTON 

FORISTELL 

SPRINGFIELD 

COLUMBIA 

HERMANN 

PERRYVILLE 

PECULIAR 

FORISTELL 

NIXA 

LOOSE CREEK 

VILLA RIDGE 

OREGON 

RD PECULIAR 

PLATTSBURG 

ST PETERS 

5EDALIA 

JACKSON 

PERRYVILLE 

TUPELO 

TERRY 

BOONEVILLE 

56514 

55921 

55060 

55390 

55117 

56649 

55987 

55420 

55960 

55020 

56570 

56320 

55901 

63114 

64083 

64083 

64451 

63945 

65069 

64086 

63367 

65101 

65740 

63801 

63348 

65804 

65202 

65041 

63775 

64078 

63348 

65714 

65054 

63089 

64473 

64078 

64477 

63376 

65301 

63755 

63775 

38801 

39170 

38829 

701 866-8910 

507 7253622 

507 363-1910 

763 658-4008 

651 270-1128 

218 283-0845 

507 454-1349 

952 884-2593 

507 990-6611 

612 590-1003 

218 573-2148 

320 685-8174 

507 252-0071 

314 330- 0051 

816 318- 4301 

913 708^ 3547 

816 261- 4240 

573 718- 1615 

573 291- 9621 

816 668- 2854 

314 503- 4572 

573 999- 9413 

417 827- 4727 

573 380- 2275 

636 614 6677 

417 576' 1498 

573 489' 

573 619 

573 517 

816 214 

636 398 

417 725 

573 897 

314 223 

660 446 

816 779 

913 980. 

636 397 

660 668 

573 979 

573 547 

8740 

3409 

3149 

1178 

4099 

0227 

4422 

7069 

2383 

7297 

9000 

4292 

3765 

0119 

2168 

662 397-6906 

601 878-5697 

662 720-6749

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Date 

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BACCUS. JERRY *KARL* 

MOORE, :R0Y K III 

CARTER. EDWARD M 

SHELTON. JOHN R 

RANDALL. RAMON *TERRY* 


BRAUCH. DAVE R 

HOLLENBECK. TYLER L 

HICKSON. WILLIAM J JR 

PRICE. JACOB J 

DEVITT, CARY 


NC HUGHES. BRADLEY L 

NC MCLENDON, JOHN 

NC LONG. CECIL 

NC REED. RONALD *DEAN* 

NC ALDRIDGE, GARY E 

NC GEIGER, MARK A 

NC VANDERHOEF. LAWRENCE M 

NC ACKRISH. STEVEN S 

NC WHITTENTON. LONAL R JR 

NC FELTON. TIMOTHY R 

NC MARSHALL, HAROLD 0 

NC SIMMS. DOUGLAS J JR 

NC WEISSER. CHADWICK F 

NC HAMM. RICKY L 

NC WEAVER. JEFFREY D 

NC FLAKE. KENNETH A 

NC HATCHER, STEPHEN W 

NC HARDOIN. MATTHEW L 

NC BIENKIEVITZ. MARK T 

NC HUDGSTON, CHRISTOPHER S 

NC ADAMS, TRAVIS E 

NC DESIMONE. SCOTT S 

NC CAPPS. WENDLE H JR 

NC DUPONT. MARK P 

NC MANGES. LARRY C 

NC CARTER. MICHAEL E 

NC OVERFELT.. JASON R 

NC NEWCOMER. MARK D 

NC CAMPBELL. JEREMIAH J 

NC VON KOHLER, ERIK 

NC HARTSELL,. JOHN C II 

NC TRACY. KEVIN L 

NC MOORE. WALTER *GRAHAM* JR 

NC CANTRELL,. CHARLES W JR *C 

332 A CR 600 

226 TUDOR CIRCLE 

31 LANDON CIRCLE 

1151 CR 197 

51 JERRY LOTT RD 

473 TERRENCE LOOP RD 

2816 PRONG HORN DR 

1318 BROADWATER AVENUE 

237 NORTH HILL RO 

PO BOX 50696 

7108 BRIDLESPUR LANE 

1881 CHRIS COLE RD 

7100 SONOMA LANE 

15 DRIFTER TRAIL 

5806 CARRIAGE LANE 

110 GRISMILL RD 

620 BIRD HAVEN LANE 

724 S ELAM AVE 

1093 NEIGHBORS RD 

PO BOX 377 

5810 NEWELL DR 

1245 OLD HALIFAX RD 

316 BRID6ET0N COURT 

163 SNAP ON LANE 

528 OLIVIA WAY 

2387 PHILLIP SUTTON LANE 

830 LAMAR RD 

2376 FULBRIGHT DR 

6401 CROWN HILL DRIVE 

1194 TUFTON PL 

345 TOM CAUDLE RD 

3880 STONEY CREEK DR 

PO BOX 36 

2487 BRAWLEY SCHOOL RD 

6465 BELLCROSS TR 

367 BARBER LOOP 

8509 APPLECROSS CIRCLE 

101 ALDRIDGE LANE 

1900 EMBARK DR 

2783 WILLIAM HENLEY PL 

8543 FURRIER DR 

1528 BROOKSIDE AVE 

472 WALTER BRIGHT ROAD 

282 KINGSWOOD DR 

TUPELO 38801 662 687-0777 

BRANDON 39042 601 695-2753 

BYHALIA 38611 901 3352420 

BLUE SPRINGS 38828 662 538-9992 

SUMRALL 39482 601 268-0527 

BOZEMAN 59716 406 599-1133 

LAUREL 59044 406 698-8297 

BILLINGS 59102 406 671-7528 

HELENA 59602 406 202-0671 

BILLINGS 59105-•0696 406 256-7994 

CHARLOTTE 28210 704 965- 6155 

SANFORD 27332 919 776- 6216 

CHARLOTTE 28278 704 588- 7667 

ASHEVILLE 28805 828 298- 0554 

GREENSBORO 27410 *N0 PHONE*** 

JACKSONVILLE 28540 631 236- 3297 

RICHFIELD 28137 704 719- 0220 

GREENSBORO 27403 336 707- 3328 

DUNN 28334 910 890- 0602 

DALLAS 28034 704 898- 3002 

MONROE 28112 704 989- 2370 

ROANOKE RAPIDS 27870 703 298- 7295 

WILMINGTON 28411 910 619- 1651 

SPARTA 28675 *N0 PHONE*** 

5ELHA 27576 919 631- 6855 

GREENVILLE 27834 252 341- 6433 

CONCORD 28025 704 706- 5869 

CONNELLY SPRING 28612 828 413- 4998 

CHARLOTTE 28227 704 778- 0089 

CONCORD 28027 980 622- 6069 

LEXINGTON 27295 704 201- 5663 

LINCOLNTON 28092 781 853- 3954 

SUGAR GROVE 28679 423 534- 8599 

MOORESVILLE 28117 704 231- 7425 

WHITSETT 27377 336 260- 9436 

MOORESVILLE 26117 704 953- 1566 

APEX 27539 919 524- 3214 

ARCHDALE 27263 336 215- 9206 

KERNERSVILLE 27284 336 314- 6959 

SOPHIA 27350 336 688- 4400 

CHARLOTTE 28270 980 406- 7763 

FAYETTEVILLE 28305 910 578- 7503 

SANFORD 27330 919 721- 1521 

HENDERSONVILLE 28792 828 674- 6449

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Page 

Date 

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NC 

NC 

NC 

NC 

NC 

NC 

NC 

NC 

NC 

NC 

NC 

NC 

NC 

NC 

NC 

NC 

NC 

NC 

NC 

ND 

ND 

ND 

NE 

NE 

NE 

NE 

NE 

NE 

NE 

NH 

NH 

NH 

NH 

NH 

NH 

NJ 

NJ. 

PENDERGRAIFT, MARK T 

TETLAK. E,0WARD 

HANEY. JAMES A 

GAULIN, JOSEPH B JR 

CLAYCOMB. MARK 

KENNEDY, jPATRICIA *RONNIE 

MILAM. BRAD 

DUGGINS, IDWIGHT 

WILLHOIT. ROBERT A 

SHENE. MIICHAEL 

BIRCHALL, STEPHEN 

BALLARD, IRONALD 

SAWYERS. LOUIS 

MUTO. WILLIAM *BILL* 

HOLT. WILLIAM *TRAVIS* 

VICKERS. 'KEVIN 

RADFORD. JOHN W 

VIGLIONE, RICHARD K 

VICKERS, ERIC S 

TEAGUE. EDDIE *GENE* 

State Count: 

PULLEN. JEROME A 

HILL, ALEXANDER T 

EDINGER, SCOTT K 

State Count: 

HESTERMANN. MARVIN J 

NELSON. TRENT A 

LARK. SHAUN M 

BECKHAM, BARRY S 

SANDERS, DALE B 

SMITH. TONY J 

HILFIKER, TIMOTHY A 

State Count: 

MCGETTIGAN, TIMOTHY i 

BOIS. PIERRE A 

O'SULLIVAN. JACK 

DUBE, VALIER 

HAROULES, BRYAN J 

KOLOCOTRONIS, ARTHUR 

State Count: 

KUBALSKI. JOHN L 

ZABAWSKI, ERIC 

54 

202 SERENITY DR 

8105 IRON BARK COURT 

813 OLD MAGNOLIA LANE 

213 WINDSOR FOREST CIRCLE 

99 GOOSENECK RD WEST 

4240 NICHOLSON ROAD 

91 AMBER RD 

PO BOX 1311 

1295 SPRING GARDEN RD 

7780 BROOKDALE DRIVE 

7980 CARNOSTIE DR 

2915 ROSECROFT DR 

4437 FRIENDSHIP PATTERSON 

631 BIRDIE LANE 

1025 PERTH RD 

6668 LEAH JUSTINE DR 

530 RUFFIN RD 

257 SUNNY PATH LANE 

PO BOX 3001 

4 LANDON RD 

2501 22ND ST SE 

4424 12TH ST W 

2907 EAST AVE E 

6949 EAST ASH RD 

3621 432ND TRAIL 

14101 LISA STREET 

3852 S 152ND ST 

14909 NW 98TH ST 

14205 SHONGASKA RD 

14100 AGNEW RD 

31 WESTVIEW RD 

365 HACKETT HILL RD 

67 N LOWELL ROAD 

3 SUNRISE DRIVE 

360 OLD PORTLAND RD 

29 ROSS ST 

19 HEMLOCK ROAD 

45 HARDING AVENUE 

GOLDSBORO 27530 919 222-6199 

RALEIGH 27606 919 2337545 

WAKE FOREST 27587 919 562-7124 

FLETCHER 28732 828 301-5440 

ROCKY POINT 28457 910 675-2702 

CAMERON 28326 919 4996833 

TIMBERLAKE. 27583 336 364-9798 

KING 27021 336 983-9683 

NEW BERN 28562- 9391 252 633-2655 

RALEIGH 27616 919 272-3321 

LAURINBURG 28352 910 266-9880 

FAYETTEVILLE 28304 910 818-6237 

BURLINGTON 27215 336 222-1627 

NORWOOD 28128 704 474-3711 

TROUTMAN 28166 704 450-8913 

TRINITY 27370 336 472-0631 

PRINCETON 27569 919 284-1175 

STATESVILLE 28677 704 657-3526 

THOMASVILLE 27360 336 442-3944 

FAIRVIEW 28730 828 712-7840 

MINOT 58701 701 837-6061 

WEST FARGO 58078 701 318-2364 

BISMARCK 58501 701 256-5875 

FIRTH 

RUSHVILLE 

OMAHA 

OMAHA 

RAYMOND 

OMAHA 

GREENWOOD 

BROOKLINE 

HOOKSETT 

WINDHAM 

SHELBURNE 

FREEDOM 

NASHUA 

HOWELL 

OAKLYN 

68358 

69360 

68138 

68144 

68428 

68112 

68366 

03033 

03106 

03087 

03561 

03836 

03060 

07731 

08107 

402 440-4216 

308 327-2267 

402 541-5199 

402 658-2287 

402 665-2158 

402 451-1788 

402 786-3622 

603 689-8555 

603 540-3601 

603 4265227 

207 754-6349 

603 539-2835 

603 533-9285 

732 363-5754 

856 287-5467

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City 

Area Phone 


Page 

Date 

20 

1/01/2012 

NJ 

NJ 

NJ 

NJ 

NJ 

NJ 

NJ 

NJ 

NJ 

NJ 

NJ 

NJ 

NJ 

NJ 

NJ 

NJ 

NJ 

NJ 

NJ 

NJ 

NJ 

NJ 

NJ 

NJ 

NJ 

NJ 

NJ 

NJ 

NJ 

NJ 

NJ 

NM 

NM 

NM 

NM 

NM 

NM 

NM 

NM 

NM 

NM 

NM 

NV 

NV 

CLEAVER. ROBERT S 

ENGLAND, JOHN F 

SILBEREISEN, LOIS *ERIK S 

STUDLEY. TIMOTHY S 

BLOCKLINGER, SAMUEL J 

LAUSTSEN. RICHARD 

BAUERS, MICHAEL T SR 

PAGLIUGHI. ERIC M 

DURKIN. STEVEN 

KELLY. DANIEL M 

PALMERCHUCK. MATTHEW J 

WELDON. ROBERT L 

HOLBERT. JERAHIN M 

DYER, CHRISTOPHER R 

LUBIN, MICHAEL S 

SOSNOFF. PAUL 

SILBEREISEN. ERIK M 

SPANO. ROBERT 

PALOMBI. ERNEST 

WASIELESKI. CHARLES E 

HICKMAN. WILLIAM *BILL* 

METZGAR. RONALD 

SHARKEY. TIMOTHY 

RICHES. JOHN J 

TEREBEY, GEORGE 

GOLDEN. JAMES S 

MACALUSO. JOSEPH 

BEVACQUA. ANTHONY 

BORINO. ERIC A 

DECASIEN, MARK J 

DOSSANTOS, ALEX M 


BYRO. MARSHA *COOY EMP* 

TRUJILLO, ERNEST B JR 

STEWART, SEAN W 

GRISWOLD. JUSTIN W 

ARAGON, ABEL 

HARTLEY, JOHN R 

ANKERHOLZ. CHARLES R 

MURRAY, TERRY J 

SPEAR, DEAN 

SWARTZ. RON 

HENSON, JARROD S *SHANE* 

State Count: 

SALERA. JOHN M 

CARR. LLOYD R 

11 

10 DUNDAR RD 

146 KINGS HWY 

67 BRYANT RD 

225 POHATCONG RD 

47 MULLEN DR 

5 PEACHTREE RD 

24 MT CLEMENT AVE 

657 WEYMOUTH RD 

65 MAPLE RD 

2 BAYLEY RD 

38 PINEHURST DR 

28 PACKARD DRIVE 

101 ELMO AVE 

166 S NEW YORK AVE 

313 9TH ST 

1616 PENNSYLVANIA AVE 

118 QUIET RD 

267 CROWS NEST RD 

615 WALTON AVE 

227 CLENDENNY AVE 

24 LUFBERRY AVE 

2 EVERGREEN TRAIL 

TIM SHARKEY 

3 CORALBERRY DRIVE 

799 MCKENDIMEN RD 

220 YOUNG RD 

188 WEST 27TH 

466 MAMIE DR 

1242 VICTOR 

209 HOBART AVE 

289 STEVENS AVE 

BOX 1032 

7618 CREE CIRCLE 

2026 VERMONT ST NE 

68 PARKSIDE RD 

18 LOS CIELOS LN 

251 HANKS DR 

314 E BUENO SUERTE 

PO BOX 45329 

2216 GARDEN RO 

1851 ALIF ROAD NE 

1225 6L0RICTA NE 

11400 DEAOWOOD DRIVE 

EDISON 08817 732 991 -2145 

MIDDLETOWN 07748 732 546 -5529 

TURNERSVILLE 08012 856 981 -3074 

HIGHLAND LAKES 07422 215 806 -5480 

SICKLERVILLE 08081 609 352 -9220 

BASKING RIDGE 07920- 3503 908 306 -0677 

PINE HILL 08021 609 922 -7826 

BUENA 08310 856 207 -9540 

WEST MILFORD 07480 973 464 -1768 

MONTAGUE 07827 862 354 -2723 

ATCO 08004 856 725 -7603 

MILLVILLE 08332 856 457 -2411 

NEWFIELD 08344 856 466 -6622 

LAKE HOPATCONG 07849 973 879 -7520 

JERSEY CITY 07302 201 920 -1991 

VINELAND 08361 856 982 -5115 

SICKLERVILLE 08081 856 981 -3071 

MANAHAWKIN 08050 609 290 -6655 

BEVERLY 08010 609 3867746 

JERSEY CITY 07304 201 332 -2623 

NEW BRUNSWICK 08901 732 2516540 

MEDFORD 08055 609 3320567 

WEST CREEK 08092 609 294 -9375 

SICKLERVILLE 08081 856 262 -9695 

VINCENTOWN 08088- 8632 609 268 -2894 

TRENTON 08619 609 586 -4038 

BAYONNE 07002 201 436 -9334 

BRICK 08723 732 920 -5093 

UNION 07083 908 377 -9687 

ABSECON 08201 609 646 -8215 

S AMBOY 08879 732 904 -2600 

TUCUMCARI 86401 575 461 -4321 

SANTA FE 87507 505 795 -1502 

ALBUQUERQUE 87110 505 379 -8081 

RIO RANCHO 87124 505 615 -4720 

SANTA FE 87507 505 480 -3647 

LAS CRUCES 88005 575 525 -0156 

HOBBS 88242 575 318 -8015 

RIO RANCHO 87124-5329 505 8920686 

RIO RANCHO 87124 505 2358665 

RIO RANCHO 87144 505 891 -1188 

ALBUQUERQUE 87112 505 296 -9779 

HENDERSON 89074 702 547 -0427 

RENO 89506 775 972 -3332

PM01701 



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NMTC, Inc. d/b/a 

Active Distributors By 

City 

Mateo Tools 

State for 2011 

Area Phone 


Page 

Date 

21 

1/01/2012 

NV 

NV 

NV 

NV 

NV 

NV 

NV 

CHURCH, BRIAN W 

DICE. CURTIS D 

HOSPODKA, JOSEPH J 

MUNDAY, MARVIN T 

DRAPER. ANDREW S 

LAMB. CHRISTOPHER A 

VETTER. MICHAEL D 

State Count; 9 

NY TAPPEN. ARTHUR J 

NY SMITH. ROBERT 

NY WAGNER. FRANK P 

NY BARBERIO. PIETRO *PETER* 

NY SMITH, DAVID G 

NY HILL. STEVEN R 

NY DIETRICH, MICHAEL P 

NY ZAVODSKY, JOSEPH M 

NY BEARDER, SCOTT MEMBER 

NY GOETTERMAN. HOWARD J 

NY LOPEZ. ROBERT 

NY MANOR. ELLEN *CHRISTINE*J 

NY PERRY, MIKE 

NY BEADLE, PHILIP A 

NY MONDORE, RUSSELL A 

NY GRIMM. DANIEL R 

NY MARTIN. MANUEL E 

NY CALABRESE. CARYN A *ALGIS 

NY UPLINGER, TIMOTHY J 

NY DENNISON. ANDREW R 

NY JOYCE. GARY JR 

NY GONZALES JR.. MANUEL 

NY PELTON. LYLE M 

NY FIACCHI, MARIO N JR 

NY MONTOYA. ABEL A 

NY ACKER. GARY D 

NY RAUCH, ROBERT M 

NY VILLANO. DAVID SR 

NY MARIANO. MARK 0 

NY MIRABILE.. ANTHONY 

NY PERKINS. MICHAEL J 

NY HEWITT. RACHEL A 

NY 6ALL0. GERALD 

NY GRUMAN. JAMES D 

NY MILASHOUSKAS. DENNIS J 

NY LETIZIA, SCOTT N 

NY ROGERS, ANDREW J 

NY SHIELDS, PAUL 

NY MACYGIN, RONALD A 

NY KOKOT, ADAM 

518 BROKEN SHALE CIRCLE 

PO BOX 2549 

1705 KINGLET DRIVE 

8944 KINGSWOOD DR 

1580 MESCALERO AVE 

240 W KIMBERLY DR 

722 SCOTTSDALE 

7 MARGINWOOD DRIVE 

45 CLARK AVE 

46 HALLOCK STREET 

25 EAST BLVD 

3567 COUNTY RT 7 

3737 DEER MEADOW RUN 

29 NORTH CANAL ST 

37 TULIP TREE DR 

21 SAGENDORF LANE 

2776 SHADAGEE RD 

21 PARKSIDE AVE 

1511 CLOVE VALLEY RD 

24 HARVEST WALK 

282 E 98 ST APT IF 

1193 US HWY 20 

12 PLEASANT VIEW AVE 

2903 WATCHILL AVE 

12 STANFORD LANE 

360 MOUNTAIN RD 

2016 BALLINA RD 

10 CENTRAL AVE 

31100 NYS ROUTE 37 

699 TRAVER RD 

273 HOOD AVE 

12 FLORAL AVE 

3799 PENNSYLVANIA AVE 

PO BOX 321 

310 CONCORD AVE 

31 APPLEGROVE DR 

164-22 89TH ST 

2607 E RUDE ST 

42 BRUIN DR 

2 BEECH LANE 

4-75 48TH AVE 

2512 SYCAMORE AVE 

7 SADDLEBROOK LANE 

60 SMITH RD 

2799 WEST CREEK RD 

112 LIDO PROMENADE WEST 

53 WEED AVE 

HENDERSON 89052 

ELKO 89803 

SPARKS 89441 

LAS VEGAS 89147 

RENO 89523 



RIDGE 11961 

CORNWALL ON HUD 12520 

FARMINGDALE 11735 

EAST ROCKAWAY 11518 

HILLSDALE 12529 

MACEDON 14502 

GREENE 13778 

GARNERVILLE 10923 

WYNANTSKILL 12198 

EDEN 14057 

MILLER PLACE 11764 

LA GRANGEVILLE 12540 

WEBSTER 14580 

BROOKLYN 11212 

WEST WINFIELD 13491 

TROY 12180 

MEDFORD 11763 

HICKSVILLE 11801 

WINDSOR 13865 

CAZENOVIA 13035 

NEWARK VALLEY 13811 

EVAN MILLS 13637 

PLEASANT VALLEY 12569 

SYRACUSE 13208 

HUNTINGTON 11743 

APALACIN 13732 

ORWELL 13426 

OCEANSIDE 11572 

ROCHESTER 14612 

HOWARD BEACH 11414 

WEEDSPORT 13166 

SAUGERTIES 12477 

CAMPBELL HALL 10916 

LONG ISLAND CIT 11109 

WANTAGH 11793 

MANORVILLE 11949 

WURTSBORO 12790 

NEW FANE 14108 

LINDENHURST 11757 

STATEN ISLAND 10306 

702 606-3566 

775 385-7706 

775 351-4012 

702 327-4404 

775 323-9935 

702 564-3194 

702 565-4910 

631 924- 1739 

845 542- 2914 

516 694- 1341 

516 672-4077 

518 610- 0814 

585 732- 9858 

607 222- 9416 

914 584-8548 

518 728- 0552 

716 570- 0785 

631 258- 7339 

845 380--0856 

585 787-•1529 

646 492--2455 

315 725--2734 

518 461--5906 

631 745--2901 

516 994--0946 

607 237--4128 

315 439--1264 

607 242--5209 

315 486--0280 

845 505--0337 

315 440--3352 

631 338--9748 

607 237--7717 

315 706 -8444 

516 766 -2028 

585 727 -8297 

718 843 -8769 

315 730 -1233 

518 514 -8519 

845 742 -6838 

646 226 -3387 

516 805 -5756 

516 383 -0908 

846 888 -2479 

716 745 -7249 

631 226 -6952 

917 903 -9921

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City 

Area Phone 


Page 

Date 

22 

1/01/2012 

NY 

NY 

NY 

NY 

NY 

NY 

NY 

NY 

NY 

NY 

NY 

NY 

NY 

NY 

OH 

OH 

OH 

OH 

OH 

OH 

OH 

OH 

OH 

OH 

OH 

OH 

OH 

OH 

OH 

OH 

OH 

OH 

OH 

OH 

OH 

OH 

OH 

OH 

OH 

OH 

OH 

OH 

OH 

OH 

OH 

OH 

OH 

FRANK, PAUL 

CAPAN, BRUCE 

POLLOTTA. CHRISTOP 

HEWITT, EiLWOOD D 

GAMBINO, IPHILIP 

FATIGATE, RICKY 8 

OLDICK. JOEL H 

CARL, ANDREW J 

RESTMEYER, FRANK JR 

MEHM, CARL W 

LORY, DEIIGN W 

HORSTMANN. CHRISTIAN 

SANCHEZ, JOHN II 

TAYLOR. JEREMY H *JAY* 


RUBEL. JAMES 

HALL. JEFFREY D 

SANCHEZ. DAVID R 

HOUGHTON,, MARION *DALE* 

WRIGHT, JASON L 

KOTALAC. RICHARD J 

SPRANG. TODD M 

ANDERSON. BRIAN M 

PERKEY. RICHARD D 

FISCHER., KENNETH G 

RATHBUN, WAYNE E 

CAUOILL.. BRIAN D 

MCGLADE, JAYSEN E 

HARTLIEB. JEFFREY M 

FRENCH, VINCENT J 

BURGER, PAUL A 

BRESLIN, FLOYD *SCOTT* 

BARNES. JOHN E 

STEPHENS. THEODORE E *TED 

WAGERS. BRAD D 

ZYDEL. JOHN J 

HOBBS. CHRISTOPHER 0 

ELLIOTT, MARK J 

MAPLEY. GERALD E 

WACHALEC, MARK J 

CORBETT. RICHARD C III 

GOLLIHER, RANDY T 

WILLIAMS. ROGER 

ROACH, BILL L 

WROBEL, ROBERT 

WHEAL. BRIAN A 

STARLING, RICHARD G 

SCHNEE. FREDERICK W 

208-20 47TH AVENUE 

50 DENSMORE ROAD 

4 WESTWIND DRIVE 

25 RIVERBEND RD 

203 EVERGREEN STREET 

PO BOX 123 

5709 STATE RT 167 

622 NEW SALEM RD 

17 PROSPECT DR NORTH 

84 HURLEY RD 

514 PLOSS RD 

53 HALLOCK ST 

30 STARLIGHT DR 

10 DOREEN DR 

2876 WILLIAMSBURG CIRCLE 

5454 MOONFLOWER CT 

142 PARKWOOD AVENUE 

28946 SHERBROOK DR 

PO BOX 203 

3605 GOOD ROAD 

731 KATHRYN DR 

5510 GRATIS RD 

8325 N MONTGOMERY COUNTY 

7825 KINGMAN PL 

2227 PAR DR 

1435 STATE ST NE 

1924 DRESDEN RD 

809 CEDAR GROVE CR 

5113 WISSMAN 

10482 PLANK RD 

876 CLIFFSIDE DR 

4245 U S RT 40 

1005 N 14TH ST 

3137 LANES MILL RD 

335 WEST STATELINE RD 

6107 MORRIS RD 

36 W WATERBURY DR 

6453 BERKEY SOUTHERN 

58 ELECTRIC AVE 

9104 ARROW RD 

1091 WINCHELL RD 

3701 EAKINS RD 

2965 HAMILTON SCIPIO RD 

1166 LAFAYETTE G19 

2722 N MUNCEY DRIVE 

1909 LIMBACH RD 

504 SUPERIOR STREET 

BAYSIDE 11361 718 4238737 

ROCHESTER 14609 585 266 •4073 

ROCHESTER 14624 585 594 -3513 

SAUGERTIES 12477 845 246 -6515 

STATEN ISLAND 10308 646 879 -0781 

JOHNSBURG 12643 518 494 -6440 

LITTLE FALLS 13365 315 823 -4656 

VOORHEESVILLE 12186 518 765 -3229 

HUNTINGTON STAT 11746 631 423 -2046 

SALT POINT 12578 845 635 • 2982 

RICHMONDVILLE 12149 518 294 -6525 

FARMINGDALE 11735 516 457 -5219 

COHMACK 11725- 3512 631 921 -6829 

STATEN ISLAND 10303 917 838 -0191 

STOW 44224 330 678 •6338 

GROVE CITY 43123 614 871' •6036 

AVON LAKE 44012 440 993 •4108 

WICKLIFFE 44092 216 570 -5837 

JUNCTION CITY 43748 740 605 -4664 

SEVILLE 44273 330 335 -3516 

LOUDONVILLE 44842 740 263 -1483 

CAMDEN 45311 513 236 •8665 

ENGLEWOOD 45322 937 654 -4989 

LEWIS CENTER 43035 614 214 -1843 

AKRON 44312 330 608 -8863 

CANTON 44721 330 701 -4229 

ZANESVILLE 43701 740 607 -1037 

SAGAMORE HILLS 44067 440 497 -7494 

TOLEDO 43615 419 340 -5712 

MONTVILLE 44064 440 223 -8820 

NEW CARLISLE 45344 937 849 •9078 

NEW PARIS 45347 937 273 -5182 

SEBRING 44672 330 206 -3560 

OXFORD 45056 513 602 •5955 

TOLEDO 43612 419 460 -1409 

HAMILTON 45011 513 295 -5705 

SPRINGBORO 45066 937 572 •6823 

WHITEHOUSE 43571 419 304 •7095 

WESTERVILLE 43081 614 214 -2964 

MINERVA 44657 330 704 -1925 

AURORA 44202 330 562 -4589 

CUYAHOGA FALLS 44223 330 923 -1217 

HAMILTON 45013 513 863 -0299 

MEDINA 44256 330 416 -4450 

PORT CLINTON 43452 419 265 -6816 

CLINTON 44216 330 882 -9415 

GENOA 43430 419 855 •3043

PM01701 



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City 

Area Phone 


Page 

Date 

23 

1/01/2012 

OH 

OH 

OH 

OH 

OH 

OH 

OH 

OH 

OH 

OH 

OH 

OH 

OH 

OH 

OK 

OK 

OK 

OK 

OK 

OK 

OK 

OK 

OK 

OK 

OK 

OK 

OK 

OK 

OK 

OR 

OR 

OR 

OR 

OR 

OR 

OR 

OR 

PA 

PA 

PA 

PA 

LASKOWSKI. JOHN 

HATTAR. SAGER R 

TUREK. TRANK R 

STEVENS:. GEORGE 

BOYER. TERRY A 

KNOP. KIMBERLY R 

DEMPSEY. MICHAEL W 

SCHWAB. MATTHEW E 

LOWERY. MICHAEL R 

DAVIS. ARON G 

MORGAN. RALPH *DENNY* 

BOWER. W SCOTT 

WHITE. DENNIS J 

GROSSNI;CKLE, SCOTT S 

State Count: 

PERRY. IMARK A 

CARSWELL. GREGORY D 

ZEILER II. WILLIE E 

TABER. IMICHAEL E 

BALDWIN, GREGORY L 

OLSON, IROBERT T 

KING. MARK A 

WILLCOX, STEPHEN C 

COLVER. SCOTT L 

SPIVEY. SCOTT D 

MURRAY. HAROLD L 

PHILLIPS. JAY 

ELSTON, ROBERT L 

REYNOLDS, DALE 

TOPPER, DAVID M 

State Count: 

CONN, LOREN *BRAD* 

GABRIELSON. CARL L 

NGIN. SOPHAR 

BLACK. MICHAEL D 

HICKS. RODNEY L 

LIGHTNER. MARSHAL A 

BROWN, DOUGLAS M 

SANDERS, PAUL D 

State Count: 

FAIRISH, PETER 

TEAMAN. TREAVOR M 

LAVOIE, PATRICK A 

HAINES, VERLE R 

47 

15 

9434 CONCORD CIRCLE 

1096 S MUSCOVY 

2173 HAINES RD 

5306 MAPLESBURG DR 

1600 WOOSTER RD WEST 

4730 WHITE HOUSE SPENCER 

6700 QUEENS WAY 

9965 BAINBRIDGE RO 

11943 ORRVILLE ST NW 

9250 BLADE RD 

2470 WEST BENT OAK 

7257 ZANE TRAIL 

500 KENT RD 

838 EILEEN DR 

7521 S DARLINGTON AVE 

2233 MAPLE DR 

1001 KERSHAW 

14704 S HARVEY 

506 SW 3RD ST 

1616 CALIFORNIA 

5030 N MAY AVE #158 

75581 STATE HWY 16 

3962 PRAIRIE FALCON POINT 

10211 E 99TH ST N 

RT 2 BOX 412 A 

8397 E 580 RD 

15454 E 92ND ST N 

6301 E ROCK CREEK RD 

142 HILLSIDE AVE 

2911 SW VOLCANO CIRCLE 

945 V COURT 

2330 GIBSONWOODS CT NW 

1610 SE 143RD AVE 

1014 NE DEWEY DR 

10021 STERLING CREEK RO 

6887 SW ERMINE RD 

37611 SE LUSTED RD 

1105 PRESTON ROAD 

99 CENTER ROAD 

1206 SULLIVAN TRAIL 

522 BURNSIDE ROAD 

TWINSBURG 

LOVELAND 

MADISON 

MONCLOVA 

BARBERTON 

MONCLOVA 

NORTH ROYALTON 

CHAGRIN FALLS 

MASSILLON 

MINERVA 

NORTH CANTON 

CIRCLEVILLE 

TIPP CITY 

MACEDONIA 

TULSA 

MIDWEST CITY 

MUSKOGEE 

OKLAHOMA CITY 

MOORE 

CHICKASHA 

OKLAHOMA CITY 

WAGONER 

EDMOND 

OWASSO 

CRESCENT 

CATOOSA 

OWASSO 

NORMAN 

PONCA CITY 

REDMOND 

COTTAGE GROVE 

SALEM 

PORTLAND 

GRANTS PASS 

JACKSONVILLE 

TERREBONNE 

BORING 

N VERSAILLES 

QUARRYVILLE 

EASTON 

MCDONALD 

44087 330 963- 3946 

45140 513 722- 3666 

44057 440 213- 1057 

43542 419 877- 0612 

44203 330 958- 7454 

43542 419 877- 9503 

44133 440 582- 2579 

44023 216 440- 4683 

44647 330 806- 3681 

44657 330 868- 0960 

44720 330 494- 1780 

43113 740 477- 2015 

45371 937 667- 1804 

44056 440 537- 5026 

74136 918 629- 1199 

73110 405 808- 5459 

74401 918 869- 2548 

73170 405 921- 8990 

73160 405 556- 0466 

73018 580 678- 5036 

73112 405 213- 6113 

74467 918 271- 1815 

73034 405 635- 4511 

74055 918 804- 9292 

73028 405 823- 2245 

74015 918 2664118 

74055 918 272- 7623 

73026 405 447- 3073 

74601 580 763- 1915 

97756 541 408- 3693 

97424 541 335- 9638 

97304 503 510- 0663 

97233 971 275 6091 

97526 541 476 0458 

97530 514 899 1040 

97760 541 546 5851 

97009 503 781 0768 

15137 

17566 

18040 

15057 

412 335-0077 

717 519-7586 

610 330-9924 

412 334-7993

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Page 

Date 

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PA 

PA 

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PA 

PA 

PA 

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PA 

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PA 

PA 

PA 

PA 

PA 

PA 

PA 

PA 

PA 

PA 

PA 

PA 

PA 

PR 

PR 

PR 

PR 

PR 

ULSH. GLEINN J 

WEDEMAN. TIMOTHY G 

RICHARDSOIN. THOMAS L 

PLATT. JACK H 

DOUGHTY, JOHN E 

TYSARCZYK:. STEPHEN J 

LOTOWSKI. JOHN 

SKEEN. LARRY T *TIM* 

ULSH. DEAN L 

JUMPER, CHAD L 

HOWARTH, IMICHAEL R 

ISEN8ERG. THOMAS A 

OURANT. EDWARD T 

STREET. STEVEN J 

KRUSZYNSKI. DOUG R 

MCKEE. JEFFREY L 

GOODWIN, DOUGLAS W 

JR 

TANCREOI. THOMAS JR R 

RODGERS, CHARLES E JR 

ZIMMERMAN. MARK G 

GAVIN, DAVID V 

INK. JASON A 

MACEIL. TiHOMAS M 

HAKES. TRAVIS W 

BENEDETTO. JOHN 

THURSTON. CHARLES *CHIP* 

GRIMSLEY, TIMOTHY 

HAMMAKER. DAVID R 

CHECCHIO. HARRY A 

ZINCK, FRED 

KOPCZA, MARK E 

SMITH. PAUL A 

TORRE. FRANK E 

TECONCHUK, ALAN A 

RAUCO, DOUGLAS M 

KELLY. GEORGE A 

URBAN. TIMOTHY W 

BOUCHER. SCOTT A 

FOLEY. DAVID W 

NACE. CHRISTOPHER J 

FERN, MICHAEL L 

HENRY. FRANK T 


235 MOYERS STATION ROAD 

4067 HARMANS WAY 

38 WEST GREEN ST 

217 PINE RD 

322 POSSUM HOLLOW RD 

918 PITTSBURGH ST 

3 KREPPS RD 

4168 BATTLE RIDGE RD 

PO BOX 384 

2600 IDLE RD 

1850 MADDEN DRIVE 

193 MINES LANE 

908 GREEN COUNTRIE DR 

3003 SHILLINGTON RD 

59 BELMAR CIRCLE 

4053 IMPALA DR 

46 MILL ST 

90 TERRACE RD 

9 NINTH AVE 

716 W LEXINGTON RD 

420 EAST RAVINE AVE 

385 CUPOLA RD 

1631 MOYNELLE DR 

1221 W CENTRAL AVENUE 

401 NEW PHILADELPHIA RD 

1417 CHERRY ROAD 

769 BROAD ST EXTENDED 

340 NEW BLOOMFIELD RD 

1138 APPLETON AVE 

600 S ELMWOOD AVENUE 

2535 LAMBS GAP RD 

715 E ORANGE STREET 

361 PATTON STREET 

5 LANSING ST 

636 PIGEON CREEK RD 

1314 BROADVIEW EAST 

55 WENTZEL RD 

1180 E 2ND ST 

1623 ASPEN LANE 

465 STONERIDGE RD 

98 SPRING HILL LANE 

20 BRYAN WYND 

RAMOS, LUIS J 

MANSIONES DE COAMO 

RODRIGUEZ, JOSE A P 0 BOX 1093 

BALDRICH. JOHN PO BOX 523 

RIVERA, ANDRES J PMB 6400 SUITE 444 

JUSINO CRUZ, JANNICE *DAN 400 CALLE SUITE 302 

SCHUYLKILL HAVE 17972 570 527- 1378 

GLENVILLE 17329 717 965- 3593 

BECHTELSVILLE 19505 610 960- 1470 

WALLINGFORD 19086 302 383- 9309 

WAMPUM 16157 724 624- 0471 

N VERSAILLES 15137 412 829- 7792 

AMBRIDGE 15003 724 622- 5972 

MCDONALD 15057 412 999- 1488 

AUBURN 17922 570 527- 5108 

MARYSVILLE 17053 717 773- 6038 

LUCINOA 16235 814 319- 4417 

WILLIAMSBURG 16693 814 934- 9623 

WEST CHESTER 19360 610 633- 9211 

SINKING SPRINGS 19608 484 769- 8196 

DALLASTOWN 17313 717 586- 9996 

PLUM 15239 412 719- 9846 

STEWARTSTOWN 17363 717 332- 7017 

BOYERTOWN 19512 484 809- 6181 

GREENVILLE 16125 724 815- 9964 

LITITZ 17543 717 626- 0605 

LANGHORNE 19047 215 741- 5537 

HONEY BROOK 19344 610 842- 7268 

PITTSBURGH 15243 412 443- 4049 

SOUTH WILLIAMSP 17702 570 419- 3263 

KASKA 17959 570 691- 5028 

BLUE BELL 19422 610 275- 1406 

DELTA 17314 410 668^ '4157 

DUNCANNON 17020 717 8349251 

BENSALEM 19020 215 6330762 

GLENOLDEN 19036 610 4618055 

ENOLA 17025 717 7326549 

LANCASTER 17602 717 3938703 

WARMINSTER 18974 215 957' -6249 

N WARREN 16365 814 7230777 

POTTSTOWN 19465 610 469 -2269 

DOWNINGTOWN 19335 610 269 -6337 

MOHNTON 19540 610 223 •6653 

COUDERSPORT 16915 814 274 -8460 

SCOTRUN 18355 570 977 -1744 

EMMAUS 18049 610 966 -4462 

LEBANON 17042 717 272 -0844 

GLENMOORE 19343 609 605 • 0258 

COAMO 

OROCOVIS 

CAYEY 

CAYEY 

SAN JUAN 

00769-9301 787 557-7216 

00720 787 380-8838 

00737 *N0 PHONE*** 

00736 787 613-5739 

00918 787 241-0300

PM01701 

Run Date :12/30/U 


Address 



City 

Area Phone 


Page 

Date 

25 

1/01/2012 

PR 

PR 

PR 

PR 

PR 

PR 

RI 

COLON, HECTOR 

DIAZ, HIGINIO M 

BETANCES, LUIS E 

JIMENEZ. HECTOR 

CORREA. EDGARDO 

CRUZ, RAMON C 

State Count: 

PHELAN, RICHARD 

11 

PMB 440 

400 CALLE CALAF PMB 48 

PMB 232 

PO BOX 3403 

PO BOX 103 

CABO ROJO 

SAN JUAN 

BAYAMON 

JUNCOS 

BARCELONETA 

CALLE 17 #2T77 MIRADOR BA CA6UAS 

40 COLONY RD 

CHARLESTOWN 

00623 

00918 

00956 

00777 

00617 

00725 

02813 

787 834-6848 

787 768-2361 

787 797-5195 

*N0 PHONE*** 

787 402-9291 

787 399-1795 

401 364-7572 

SC 

SC 

SC 

SC 

SC 

SC 

SC 

SC 

SC 

SC 

SC 

SC 

SC 

SC 

SC 

SC 

SC 

SC 

State Count: 

HOOPER, D.A. 

CRAIG. DYLAN SCOTT *SCOTT 

JONES. THOMAS M JR 

THOMAS, JOHN W 

BROOKS. SHAWN M 

COOKE, ALLEN III 

RICARD. JUSTIN D 

BONNER. NICHOLAS B 

MCOOLE. JONATHAN T 

VAUGHN, JERRY 

SOUTHERN. STEPHEN E 

MAYFIELD. BOYCE *EDDIE* 

GRAHAM. SAMUEL *COLE* 

BROWN. WILLIAM V 

PARKER, STANLEY P 

SMITH. JIMMY R 

WRENN. JOHN 

MORE. GARY C 

168 E IDLEWOOD CIRCLE 

115 BUXTON 

805 LECTURE DR 

600 MERTON CT 

208 HAMLET CIRCLE 

6337 ADRIAN HWY 

136 SANDY CREEK CT 

2120 BETHEL CHURCH RD 

114 LAKEVIEW DR 

800 TIOVOLI CT 

349 FLORA DR 

321 STODDARD DR 

204 HILL VIEW COURT 

9344 HORSESHOE CIR 

7619 HWY 90 

101 COY COURT 

715 FAIRVIEW CHURCH RD 

1897 DIBBLE RD SW 

WEST COLUMBIA 

WALHALLA 

LADSON 

MYRTLE BEACH 

GOOSE CREEK 

CONWAY 

GASTON 

SUMTER 

SUMMERVILLE 

WEST COLUMBIA 

COLUMBIA 

LYMAN 

EASLEY 

INDIAN LAND 

LONGS 

SUMMERVILLE 

FOUNTAIN INN 

AIKEN 

29170 

29691 

29456 

29579 

29445 

29526 

29053 

29154 

29485 

29170 

29223 

29365 

29642 

29707 

29568 

29483 

29644 

29801 

803 794 

864 247 

843 425 

843 609 

843 743 

843 421 

803 609 

803 972 

0429 

•2448 

6851 

6791 

8665 

•0064 

7439 

0553 

843 412 0632 

803 359 •9868 

803 260 -0420 

864 630 •6462 

864 915 •4642 

919 538 •6060 

843 340 -7826 

843 688 •4093 

864 862 •7677 

803 648 •6306 

so 

SD 

SD 

SD 

SD 

SD 

SD 

SD 

TN 

TN 

TN 

TN 

TN 

State Count: 

SPARS. JEFF 

MANNHALTER. JOSHUA 

DELANEY. SEAN K 

MARSHALL. LEE M 

NELSON, DUSTIN R 

BOWDEN, NICHOLAS R 

KNUTSON, DEAN L 

NICKELSON. BRIAN A 

State Count: 

LOEB, BRIAN A 

SKEEN. ERIC A 

EDWARDS. HARK A 

HANCOCK. JAMES R 

HONEYCUTT. DENNIS . 

18 

2809 S CORTLAND AVE 

501 HONEYSUCKLE 

518 E JACKSON STREET 

1801 COPPERDALE DR 

503 N BROADWAY 

1345 SOUTH LAKE DR 

701 N BLAIR ST 

16771 302ND AVE 

5209 COLLETON WAY 

226 LAMBERT LANE 

1203 EVERETT DRIVE 

47 BIG TREE DRIVE 

1016 FLINT DRIVE 

SIOUX FALLS 

HARRISBURG 

RAPID CITY 

RAPID CITY 

CANTON 

WATERTOWN 

MITCHELL 

GETTYSBURG 

BRENTWOOD 

MARYVILLE 

CHATTANOOGA 

PINSON 

HENDERSONVILLE 

57103 

57032 

57701 

57703 

57013 

57201 

57301 

57442 

37027 

37803 

37421 

38366 

37075 

605 351 

605 595 

605 415 

605 863 

605 214 

605 929 

605 770 

605 641 

3167 

8900 

2685 

0825 

0394 

5478 

6248 

4886 

615 371-4262 

865 982-9675 

423 827-5893 

731 421-8248 

615 429-9591

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Area Phone 


Page 

Date 

26 

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TN 

TN 

TN 

TN 

TN 

TN 

TN 

TN 

TN 

TN 

TN 

TN 

TN 

TN 

TN 

TN 

TN 

TN 

TN 

TN 

TN 

TN 

TX 

TX 

TX 

TX 

TX 

TX 

TX 

TX 

TX 

TX 

TX 

TX 

TX 

TX 

TX 

TX 

TX 

TX 

TX 

TX 

TX 

TX 

TX 

TX 

TX 

HUDSON. GREGORY J 

MORIN, ALAN R 

GAMBLE, MILTON L 

DICKESON, SHAWN C 

COLLINS, JAN A 

DAVIDSON. NATHAN A 

BAKER, IRVIN P 

BLACK, JOHN C 

HAVLOCK. SCOTT R 

JOHNSTON, CHARLES A 

STEWART. WILLIAM R *RAY* 

OUNLAP. RONALD V 

HILL, DONNIE 

NEERGAARD. KEITH 

TAYLOR. ROBERT S 

KAYLOR. DAVID J 

PATTERSON. RONALD H JR 

DUNLAP. MICHAEL L 

MUNSELL, PIERRE *PETE* 

HAGA. HAROLD L 

HUCKABA. PETER M 

TAYLOR, BRADFORD S 


ROTH, LANCE D 

HOBBS, :MICHAEL S 

PETERS, JEFF R 

FURLONG. CODY 

BOATRIGHT. STEPHEN 

KIBBEY. CHRISTOPHER M 

EVANS, DONALD A 

CANTU. JAVIER 

SHERIDAN. GERALD W 

BERNAL, TIMOTHY *SCOTT* 

SOTO. NOE M 

OLGUIN. CHRISTOPHER 

STEWART. CARL D 

GATES. ROBERT A *BOB* 

FITZSIMMONS. FRANK *DALE* 

HALEY. WILLIAM L 

FAIN. MITCHELL W 

RELLER. JASON M 

MALDONADO, CHRISTOPHER 

MORENO, BRUCE P 

CHAPMAN. JERRY L 

SNYDER. STEVEN D 

HERNDON, JIMMY 

BLANKENSHIP. DAVID H 

O'ROURKE. THOMAS 

949 LEGGETT RD 

545 KELLER RD 

100 DEVONSHIRE TRAIL 

826 BASS LANE 

2019 LAKEVIEW RD 

2526 CAMPBELL STATION RD 

139 COTHRAN RD 

3419 HWY 104 W 

1036 BELFAIR LANE 

1031 PAHUE DR 

430 DOGWOOD VALLEY ROAD 

1035 OLD OLIVER RD 

2133 ASBURY RD 

9460 FORESTWOOD RD 

9137 HILLMAN WAY 

7211 WHITE OAK VALLEY CIR 

17 NEW CASTLE DR 

4265 ROCKY BRANCH RD 

1621 CEDAR LANE 

2300 BIRD RD 

75 LESLIE SCRUGGS RD 

5757 HAYES ROAD 

17411 WATERVIEW DR 

13800 LLANO DR 

1214 CACTUS FLOWER DRIVE 

224 TIERRA GRANDE 

1510 COSMOS WAY 

10219 WAYWARD WIND 

100 SILK TREE LANE 

U304 PARDONERS TALE LANE 

1415 COBB RANCH RD 

PO BOX 3892 

2314 RAVENWOOD DR 

908 SW 4TH ST 

6911 CLOUD SWEPT LANE 

164 DEES TRAIL 

2064 TRAILWOOD DR W 

3913 ARDEN RD 

10460 HONTANIO 

3884 CR 123 

1404 LONG VIEW DR 

19303 REMINGTON BEND DR 

3525 152NO ST 

2 F0XB0R0U6H CT 

226 HARRIS DRIVE 

2034 BLAKE AVE 

1310 CASTLE HILL TRAIL 

GRAYSVILLE 37338 

AFTON 37616 

HENDERSONVILLE 37075 

MT JULIET 37122 

SPRING HILL 37174 

CULLEOKA 36451 

HOHENWALD 36462 

LAVINIA 36348 

MARYVILLE 37804 

CROSSVILLE 38572 

KINGSTON 37763 

WALLAND 37886 

KNOXVILLE 37914 

GERMANTOWN 38138 

MEMPHIS 38133 

MCDONALD 37353 

ATOKA 38004 

WALLAND 37886 

NASHVILLE 37212 

LENOIR CITY 37771 

HUMBOLDT 36343 


423 618-4764 

423 972-0215 

615 594-7711 

615 332-1715 

931 334-1608 

931 224-0487 

931 628-3258 

731 415-6050 

865 223-8834 

931 783-0050 

865 368-7040 

865 680-2844 

865 5245469 

901 755-4422 

901 372-9466 

423 238-9332 

901 837-3169 

865 982-5395 

615 269-4120 

865 986-4205 

731 824-4937 

901 751-0435 

MONTGOMERY 77356 936 582- 0864 

WEATHERFORD 76087 817 448' 0868 

ADKINS 78101 830 393 •9184 

CIBOLO 78108 210 473- -0112 

PFLUGERVILLE 78660 512 415 -7985 

HOUSTON 77064 832 794- -1893 

ROUND ROCK 78664 512 638 •1971 

AUSTIN 78748 512 292 • 1451 

PARIS 75462 903 783 •1700 

VICTORIA 77903-3892 361 652 -9023 

GRAND PRAIRIE 75050 817 793 -2504 

MORTON 79346 606 549 -4482 

HOUSTON 77086 632 279 -2275 

BRUCEVILLE 76630 254 717 -6174 

BURLESON 76028 817 992 -9687 

AMARILLO 79118 806 654' -8493 

NEW BRAUNFELS 78132 830 660 -4973 

GAINESVILLE 76240 214 364 -5794 

PEARLAND 77581 261 613 • 0051 

HOUSTON 77073 261 726 -2606 

LUBBOCK 79423 806 392 -0843 

HEATH 75032 972 510 -9722 

SUNNYVALE 75182 972 226 -2843 

DALLAS 75228 214 906 -3176 

KINGWOOD 77339 281 359 -5599

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NMTC, Ine. d/b/a Mateo Tools 


City 

Area Phone 


Page 

Date 

2/ 

1/01/2012 

TX MOORE. JIMMIE A 

809 DALTON 

TX SCHULTZ. JAMES L 

9626 GOLD RUSH SPRINGS DR 

TX CRAFT. GLENN E 

9221 LANTERN CREEK 

TX LOPEZ. EDMUNDO E 

805 CAVALIER 

TX WOODS. DONALD N *JENNIFER 2399 ACR 4120 

TX SPENCER.. MICHAEL *SHANE* 14710 GAMBLE RD 

TX KIRK. ROBERT A 

10616 HUNTER DR 

TX GASTELUM. CARLOS F 6412 STORM DR 

TX BELZ. JAMES L 

3116 CR 805 B 

TX LONGORIA. JUAN E 

6000 N KOUNTRY LOOP 

TX BAZINET, ROBERT N 

2244 SW CR 0025 

TX WALLACE, ROBIN R 

1690 CANYON SHORE DR 

TX BRINLEE, RICHARD K 705 WISDOM DR 

TX URQUHART, GRANT G 

5304 PARK LAKE BLVD 

TX DIXON. DAVIO S 

506 MAPLE RUN 

TX INGLE, LARRY J 

1640 CANYON CREEK DRIVE 

TX PELLETT. THOMAS D 

7400 FM 1650 

TX LOPEZ. ERNESTO J 

8722 JACK BEAN 

TX BROWN. HENRY A 

5413 OLD GRANBURY RD 

TX BREIL. STEVEN R 

13502 LANDS END 

TX LOPEZ. CARMEN R *GREG GAR 13558 MASON CREST 

TX CESPEDES. MIGUEL A 8022 SHAGWOOD DRIVE 

TX ECKERSON, MARK A 

10655 W MILE 7 RD 

TX DYER. MICHAEL C 

11462 SAGESTANLEY 

TX GONZALES. MORRIS II 1200 HILLVIEW DR 

TX REYES. EDDIE *JUSTIN REYE 105 EAST 24TH ST 

TX RICHARDS. MIGUEL 

3010 JACOB DR 

TX ROTH. RANDY C 

19506 COUNTRYBREEZE CT 

TX ANDERLE. RICHARD JR 910 CRABAPPLE WAY 

TX JACKSON. STEPHEN L *LEVI* 3227 GOLDEN OAKS CIRCLE 

TX BOWEN. JAMES S *SCOTT* 1509 LARK AVE 

TX MCCORKLE. JIMMY D *DALE* 3220 CRYSTAL SPRINGS 

TX ORNELAS. ALFREDO 

460 VALLE DEL MAR 

TX BLANCHARD. GARY C 

5401 HOLLYTREE OR #1905 

TX CEBALLOS. ROBERTO T JR 401 W FLEETWOOD AVE 

TX KUNTSCHIK. BRIAN 2328 HAVARD OAK DR 

TX MARKHAM. DOUGLAS S 2701 N FRANKFORD RD #29 

TX QUIROZ. SCOTT A 

14340 ISLAND POINT 

TX RITENOUR. BRANDON L 203 WINDING BROOK DR 

TX BRAZELL. JOHNNY 0 

795 MARSALIS DRIVE 

TX BISHOP. THOMAS E *RACHELL 11443 GRAND PINE DRIVE 

TX HEINER, RANDY D 

13123 HUNTSMAN RD 

TX TEZYK. ROBERT J 

2531 N MOCKINGBIRD LANE 

TX KLECKNER. MATHEW S 12233 HUNTERS KNOLL DR 

TX MCCRACKEN. PRESTON L 419 PALDOA DR 

TX FERNANDEZ. MARK J 

16335 SOUTHAMPTON OR 

TX LOVELESS., JERRY G 

114 EAST FAIRLANE DR 

TX SMITH. BRIAN S 

2206 CREEK SIDE DR 

TX RINGHOFFER. ROBERT L 2742 FM 18 

TX SMITH. RONALD 

6905 FM 775 

PRINCETON 75407 214 505- 5855 

TOMBALL 77375 281 380- 4389 

CONROE 77303 936 203- 6348 

PASADENA 77502 281 220 -9786 

PALESTINE 75803 903 391- 0548 

SANTA FE 77517 409 939- 7899 

JUSTIN 76247 214 727- 0234 

WATAUGA 76148 817 532- 2031 

CLEBURNE 76031 817 360- 1749 

MISSION 78574 *N0 PHONE*** 

CORSICANA 75110 903 654- 2557 

CANYON LAKE 76133 512 417- 8814 

DEER PARK 77536-5996 281 235- 8958 

SACHSE 75048 469 865- 8996 

ROUND ROCK 78664 512 971- 5594 

AZLE 76020 817 371- 1306 

GILMER 75645 903 235- 0689 

SAN ANTONIO 78240 210 643- 8671 

GRANBURY 76049 *N0 PHONE*** 

SAN ANTONIO 78231 210 870-'6969 

SAN ANTONIO 78247 210 663- 8247 

HOUSTON 77049 832 880- 7232 

MISSION 78573 956 434-•2129 

HOUSTON 77089 281 299 •6331 

WAXAHACHIE 75165 214 202 •3511 

SAN ANGELO 76903 325 450 -5585 

WYLIE 75098 817 822 •8266 

SPRING 77388 281 825 •7009 

ROSENBERG 77471 979 236 •0762 

GRANBURY 76049 817 219 -3462 

MCALLEN 78504 956 522 -2672 

BEDFORD 76021 817 688 -7476 

SOCORRO 79927 915 525 -4731 

TYLER 75703 903 372 •7063 

LA FERIA 78559 956 200 -6775 

PLANO 75074 214 455 -4855 

LUBBOCK 79416 214 907 -4063 

EL PASO 79938 915 471 -1562 

LUMBERTON 77657 409 880 -5393 

ABILENE 79603 325 668 -9696 

MONTGOMERY 77356 936 777 •2774 

SAN ANTONIO 78249 830 456 -4093 

MIDLOTHIAN 76065 972 679 -2660 

BURLESON 76028 817 692 -8709 

MESQUITE 75149 214 437 -0510 

SPRING 77379 713 824 -9465 

LONGVIEW 75604 903 261 -1308 

WEATHERFORD 76087 817 366 -0203 

BAIRD 79504 325 665 -6352 

LAVERNIA 78121 630 217 -4102

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City 

Area Phone 


Page - 

Date - 

28 

1/01/2012 

TX CLOUD. GARY G 

TX FRUTH. JACOB W 

TX BISHOP, THOMAS E *JASON C 

TX SMITH, JERRY D 

TX CERVANTES, JOSE A 

TX PHELPS. MARK A 

TX THOMAS, STEVEN M 

TX REYES. EDWARD *CHRIS FACT 

TX PAYNE. JAMES R 

TX WINKLE. TIMOTHY R 

TX CONAWAY. JERRY D 

TX GOMEZ, GREGORY 

TX TILLERY. CLAUDE *RAY* 

TX CARR, WILLIAM E *BILLY* * 

TX REASONOVER. DAVID 

TX BOBO, STEVEN D 

TX SHERER. KIRK E 

TX MORGAN. STEVEN 

TX HUNT, MICHAEL T 

TX MCCRACKEN, LEONARD C 

TX WILKINSON. BRYANT 

TX MCMURRIAN, TONY M 

TX WHITE. STEVE 

TX FRENCH. LIEF 

TX NOVAK, RICK 

TX WEISS. STEVE D 

TX GARY. CHRIS K 

TX CONNIFF. JOSEPH 

TX KING, GARY W 

TX ESTOLL. DOYLE 

TX WEBEL. PAUL 

TX DVORAK. KEVIN 

TX REARDON. KEVIN 

TX WAYLAND. THOMAS 

TX SWINNEY. WILLIAM J 

TX SHERWIN. RUSSELL 

TX DECOLA, V *JIM* 

TX MAITLAND, JEFFREY M 

TX VICKERY. KENT 

TX FYOCK. MATTHEW K 

TX CHIPPENDALE, ROBERT 

TX MOSELEY. DALE W 

TX LEMING. ROBERT J 

TX BROWN. SAMUEL *SAM* 

TX WHEELER. GEORGE D 

TX REYES. EDDIE 

TX WHEELER. PAUL E 

TX RICHARDSON. REUEL G 

TX MOBLEY. DAVID N 

TX AISENBREY. CALVIN J *JOHN 

5725 78TH ST 

2302 DUNLOE OR 

11443 GRAND PINE DR 

115 NE CR 2046 

5503 GERONIMO LANE 

7601 RICHLAND RD 

203 GRAND ISLE DRIVE 

105 E 24TH ST 

866 FAIR LANE 

7401 WESTWAY DR 

5087 JULIE CIRCLE 

11019 GRAYWOOD CT 

855 FM 1632 

19693 CR 178 

PO BOX 780368 

201 CARRIAGE CIRCLE 

1924 OAK FOREST DR 

PO BOX 2386 

4805 APIS COURT 

9050 CLEAVER LANE 


# 8 NORTH HORSESHOE BEND 

3019 S SADDLEBROOK LN 

461 CR 386 

2048 HILLSHIRE 

2203 ASPEN STREET 

1231 WEEPING WILLOW 

6206 ROBIN FOREST 

232 EISENHOWER RD 

5810 RENDON BLOODWORTH RD 

520 COUNTY RD 136 B 

816 WOOD LANE 

18011 LONGCLIFFE DR 

114 STONEGATE SOUTH 

909 GOLDEN ASTER COURT 

5348 MILLER AVENUE 

677 PR 4811 RD 

607 ROBINHOOD RO 

17905 DANSWORTH DR 

7407 SOUTHGATE LANE 

6003 SPRING OAK HOLLOW 

PO BOX 395 

9600 IAN ST 

1117 HARWOOD CT 

275 CR 615 

105 E 24TH ST 

3805 FAIRGREEN CRT 

189 BEN LACY 

2830 KENNING 

3109 DOW CIRCLE 

LUBBOCK 79424 806 778- 6176 

DALLAS 75228 972 310- 5228 

MONTGOMERY 77356 281 413- 9927 

MT. VERNON 75457 903 285- 2165 

ROSENBERG 77471 832 659- 7280 

RICHLAND HILLS 76118 817 689- 3482 

ROUND ROCK 78665 512 800- 5590 

SAN ANGELO 76903 *N0 PHONE*** 

NEW BRAUNFELS 78130 830 708- 7270 

ROWLETT 75089 214 415^ 0585 

BRYAN 77807 979 209- 9794 

LAPORTE 77571 713 213- 2153 

WOODVILLE 75979 409 2833498 

FLINT 75762 903 819- 0799 

SAN ANTONIO 78278 210 8277230 

SHERMAN 75092 903 8922055 

ROUND ROCK 78681 512 388- 5411 

MARKER HEIGHTS 76548 254 2891395 

EL PASO 79924 915 8211275 

TERRELL 75160 972 5646054 

SWEETWATER 79556 325 798- 3088 

ODESSA 79763 432 413- 9756 

KATY 77494 281 693- 4483 

SAN ANTONIO 78253 830 931- 9036 

LEWISVILLE 75067- 7446 214 384- 2120 

RICHARDSON 75082 214 384- 8297 

SAN ANTONIO 78232 210 490- 5481 

SAN ANTONIO 78239 210 655- 7615 

DENISON 75020 903 464- 0103 

FT WORTH 76140 817 313- 8665 

KING5LAND 78639 630 596- 5881 

AZLE 76020 617 444. 6360 

HOUSTON 77084 281 855- 0642 

60ERNE 78006 630 249- 5501 

BURLESON 76028 817 797- 0719 

DALLAS 75206 214 435- 9339 

GONZALES 78629 512 644- 6665 

BRENHAM 77633 979 636- 4786 

PFLUGERVILLE 78660 512 970- 4149 

AUSTIN 78744 512 385^ 2769 

SPRING 77379 281 655^ 9655 

SANGER 76266 214 686- 1499 

AMARILLO 79119 806 466- 9781 

CROWLEY 76036 817 714- 0282 

EARLY 76802 325 642- 3984 

SAN ANGELO 76903 325 653- 4095 

MIDLAND 79707 432 553- 2626 

GUN BARREL CITY 75156 972 674^ 6237 

CROSBY 77532 632 771^ 9592 

DEER PARK 77536 713 208^ 3590

PM01701 



Address 



City 

Area Phone 


Page 

Date 

29 

1/01/2012 

TX 

TX 

TX 

TX 

TX 

TX 

TX 

TX 

TX 

TX 

TX 

TX 

TX 

TX 

TX 

TX 

TX 

UT 

UT 

UT 

UT 

UT 

UT 

UT 

UT 

UT 

UT 

UT 

VA 

VA 

VA 

VA 

VA 

VA 

VA 

VA 

VA 

VA 

VA 

VA 

VA 

VA 

VA 

VA 

ELLIS. IRA G 

SMITH. ROBERT R 

SCHUMAKER. DAVID B 

HARWELL. ALTON D *DEAN* 

MAYFIELD,, DESMOND 

D0MIN6UEZ, RODOLFO F 

MORGAN, ROBERT A *BOB* 

DIETZ. WALTER *JOE* 

CRISP, ROGER L 

BURNS, WILLIAM R *BOB* 

BALL. PATRICK S 

ROBINSON., BRYAN D 

SUFFIELD., BRADY A 

MAGLINGER. BRENT R 

FELLOWS, WESLEY 0 

WILLIAMS., RICHARD K 

MCGUIRE, RUSSELL L 


SAWYER. ERIC T *JEFF 

HARMS, SCOTT A 

HATCH. RICHARD 0 

MORTON. ALAN T 

WOLF. LYLE 

FOX. VERL E 

BEAZER. V, DARYL 

SARGENT. KEITH 

GARRISON. LEONARD 

NEWPORT. RICHARD D 

CARD. BRUCE W 


CAVE. STEPHEN K 

PAUL, JAMES 

WOODRELL, THOMAS *RANDY* 

CAVE, JIM 

BOWEN. CHARLES W 

ANDREWSKI. STANLEY J 

RIZZO. TIMOTHY B 

PENNY. DAVID E 

BREEDEN. TERRY *MARK* 

BURKE. MICHAEL LYNN 

VOLLMER, EDWARD *KEITH* 

THOMAS. JEFFREY 8 

CLARK. DAVID J 

BRUNER, CHARLES J *JUSTIN 

MYERS. RICHARD D 

WINDELL, GERALD 

8750 SPRINGWOOD DR 

1908 OAK BLUFF DR 

107 CLOVERDALE ST 

108 PECAN DR 

1009 LANELLE 

1208 S MAIN ST 

453 MOLLIE LANE 

9441 PAULA DR 

376 BOB WHITE 

23110 EARLMIST DR 

5601 S PADRE ISLAND DR 

27618 FAIRWAY OAKS DR 

8109 SANTA FE 

17527 WARM WINDS DR 

19703 TIMBER RIDGE 

215 STONEHAM LANE 

3025 IVAN HOE LANE 

SAWY 1215 SOUTHWIND DR 

13779 S BLUE ADMIRAL DR 

480 EAST 200 NORTH 

429 W 350 N 1 

5670 W SUNVIEW DRIVE 

1436 E CHURCHILL DOWNS DR 

916 E ROSEFIELD LANE 

229 SOUTH 1500 WEST 

5850 GOLDEN DR 

6872 MERRILEE CR 

363 VALLEY VIEW DR 

611 HUNTON PLACE NE 

8 CARTER LANE 

5200 PORTSMOUTH RD 

45539 LAKESIDE OR 

6005 CRESCENT POINT DR 

8200 IRETON RD 

12903 PECAN TERRACE 

9009 BIRMINGHAM DR 

9833 GORDON RD 

14958 GREYMONT DRIVE 

398 GLADE RD 

4912 ELAND CT 

1717 ELBERT DR 

11 NATURAL BRIDGE CT 

200 E MAIN ST 

1321 DARBY RUN DRIVE 

MONTGOMERY 

CARROLLTON 

MARBLE FALLS 

VICTORIA 

IOWA PARK 

MIDLAND 

MARSHALL 

CORPUS CHRISTI 

NEW BRAUNFELS 

SPRING 

CORPUS CHRISTI 

HUFFMAN 

AMARILLO 

TOMBALL 

MAGNOLIA 

KILLEEN 

ABILENE 

ST GEORGE 

RIVERTON 

CENTERVILLE 

TREMONTON 

KEARNS 

SANDY 

DRAPER 

OGDEN 

MURRAY 

WEST VALLEY CIT 

RICHFIELD 

LEESBURG 

AMISSVILLE 

FAIRFAX 

STERLING 

ORANGE 

RICHMOND 

MIDLOTHIAN 

MANASSAS 

SPOTSYLVANIA 

CENTREVILLE 

WYTHEVILLE 

FAIRFAX 

ROANOKE 

RICHMOND 

BERRYVILLE 

CHESAPEAKE 

77316 281 703- 1322 

75007 214 597- 8957 

78654 830 598- 4002 

77905 361 648- 8496 

76367 940 592- 2407 

79701 915 683- 6715 

75672 903 633- 8225 

78410 361 242- 2159 

78132 830 625- 1860 

77373 281 288- 0662 

78412 361 774- 5562 

77336 281 324- 3899 

79110 806 353- 1822 

77377 281 379- 4722 

77355 713 702- 2714 

76542 254 526- 0696 

79605 325 232- 8109 

84770 435 256 •1769 

84096 801 301 -4174 

84014 801 671 -0271 

84337 435 279 •4839 

84118-7942 801 9651126 

84092 801 5990593 

84020 801 571 -0212 

84404 801 394 -4329 

84123 801 265 -2498 

84128 801 252 -7029 

84701 435 896 -8326 

20176 

20106 

22032 

20165 

22960 

23228 

23112 

20111 

22553 

20120 

24382 

22032 

24018 

23236 

22611 

23322 

703 771' 

540 937 

703 691' 

703 430 

540 854 

804 301 

804 433 

703 361 

540 846 

571 238 

276 613 

703 402 

540 521 

804 512 

703 300 

757 482 

9272 

4911 

0743 

9305 

4545 

3164 

8182 

3504 

7922 

5041 

2925 

5838 

8481 

6683 

0920 

2794

PM01701 



Address 



City 

Area Phone 


Page 

Date 

3U 

1/01/2012 

VA 

VA 

VA 

VA 

VA 

VA 

VA 

VA 

VA 

VA 

VA 

VA 

VA 

VA 

VA 

VA 

VA 

VA 

VA 

VA 

MOORE. CHRISTOPHER R 

HAGAN, DAVID L *ROGER MAR 

BOWMER, JOHN D 

SCHEMM. DIANE M *GERALO S 

SNODGRASS. MARK R 

DUTROW, JASON F 

DEHART, DONNEY R 

SCRUGGS:, CRAIG 0 

BROWN, ROSS 

TAMBOR, C STEVE 

ZARTMAN, RAYMOND *KERRY* 

CREED. WILLIAM *BILLY* 

HARLOW. WILLIAM R 

NORTHCRAFT. SCOTT 

BOYCE, ^DANIEL 

SCHAIBLE, DAVID J 

HARGETT, WILLIAM 

MOLITOR, BRUCE J 

BAIRD. KEVIN S 

UPHAM. ROBERT C *BOB* 

*BILL* 

1219 CRAIGHONT DR 

PO BOX 1499 

9820 TUXFORD RO 

43951 FARMWELL RD 

130 BERRY FARM RD 

7913 RUGBY ROAD 

296 SOUTHSIDE DR 

3712 GARLAND AVE 

621 NOTTINGHAM DR 

2917 DOUBLE CHURCH RD 

5109 CRA8TREE PLACE 

4517 FOREST HILL DR 

33 WHITE OAK DR 

320 GRAND VIEW LANE 

23126 THOMAS WOODS TRAIL 

15000 LARGO VISTA DR 

1070 WITHERS LARUE RD 

13897 LEWIS MILL WAY 

2300 SPINDRIFT RO 

6279 MILLWOOD DR 

LYNCHBURG 24501 

CHRISTIANSBURG 24073 

RICHMOND 23236 

ASH8URN 20147 

STAUNTON 24401 

MANASSAS 20111 

ROCKY MOUNT 24151 

RICHMOND 23222 

VIRGINIA BEACH 23452 

STEPHEN CITY 22655 

PORTSMOUTH 23703 

FAIRFAX 22030 

VERONA 24482 

BERRYVILLE 22611 

ZUNI 23898 

HAYMARKET 20169 

BERRYVILLE 22611 

CHANTILLY 20151 

VIRGINIA BEACH 23451 

WARRENTON 20187 

434 426-4459 

540 382-2961 

804 432-8383 

571 344-2711 

540 241-3105 

703 785-4367 

540 589-1135 

804 543-2706 

757 4630641 

540 8690042 

757 535-8133 

703 273-6565 

540 248-2305 

540 955-9104 

757 620-9726 

703 328-2342 

540 539-1885 

703 449-0626 

757 496-3626 

703 402-7420 

VT 

VT 

VT 


BINGHAM. EVERETT C 

ROUSSEAU, JEFFREY M 

SEVIGNY. TIMOTHY L 

PO BOX 221 

PO BOX 524 

7395 ROUTE 113 

ASCUTNEY 05030 

PITTSFIELD 

POST MILLS 

05762 

05058 

802 674-5626 

802 353-4664 

802 333-9033 

WA 

WA 

WA 

WA 

WA 

WA 

WA 

WA 

WA 

WA 

WA 

WA 

WA 

WA 

WA 

WA 

WA 

WA 

WA 

WA 

WA 


WOODINGTON, PAUL M 

LOWE, JAMES 0 *DAN* 

HUTCHINSON, RICHARD L 

COLLIER. ROXI L *AARON CO 

CLARK. TOD J 

WHYTE. MICHAEL C 

PACK. DAVIS J 

OAKLEY. DAVID M 

BRYAN. ROGER D 

LANE. JAYSON D 

WOLF, RONALD F 

HUTCHINS, SHAWN M 

DOBBS, JAMES H *PAUL DACY 

HENDRICKSON. TROY D 

WALTMAN, HOWARD T 

RANDLE. ROBERT L 

LEMON. ALLAN L 

GRIFFITH, GERALD L 

GOLD, GARY D 

WETSCH, KELLY L 

HORN, STEPHEN E 

1965 HUMMINGBIRD LANE 

840 AMES ROAD 

1119 8TH AVE NW 

3061 CHUCKANUT DR 

7012 W VICTORIA AVE 

5696 SE MAYHILL CT 

4416 PARK 

25109 27TH AVE NE 

606 4TH ST NE 

13122 NE 187TH PLACE 

5303 LIBBY ROAD NE 

1513 S 73RD AVE 

1409 S 35TH PL 

8022 N LEHMAN RD 

1530 DAFFODIL AVE NE 

5010 156TH ST SW 

17005 2ND ST KPN 

PO BOX 1067 

503 TAYLOR CUTOFF RD 

13630 179TH AVE SE 

18505 SE NEWPORT WAY 

CAMANO ISLAND 98282 

SELAH 98942 

PUYALLUP 98371 

BOW 98232 

KENNEWICK 99336 

PORT ORCHARD 98366 

SEDRO WOOLLEY 98284 


PUYALLUP 98372 

WOODINVILLE 98072 

OLYMPIA 98506 

YAKIMA 98908 

YAKIMA 98902 

SPOKANE 99217 

ORTING 96360 

EDMONDS 98026 

LAKEBAY 98349 

CHEWELAH 99109 

SEQUIM 98382 

MONROE 98272 

ISSAQUAH 98027 

360 387 

509 697 

206 818 

360 840 

541 969 

360 340 

360 540 

360 305 

253 988 

253 227 

360 790 

509 969 

509 949 

509 362 

3427 

9614 

3491 

1376 

3514 

5316 

1461 

•7591 

3722 

5518 

•6901 

•5074 

1299 

•1718 

206 817 -6448 

425 750 -6805 

253 549 8683 

509 935 4489 

360 477 6837 

425 327 •5803 

425 802 •1510

PM01701 

Run Date :12/30/11 


Address 


Active Distributors fly State for 2011 

City 

Area Phone 


Page 

Date 

31 

1/01/2012 

WA CLARK. THOMAS M 

WA GREWE. TIMOTHY M 

WA RODIN, DANIEL P 

WA REGULA. DAVID 

WA BROADHEAD. JESSE M 

WA LASHER. MATTHEW C 

WA HASHAGEN. JAY 

WA NEIL. DENNIS 

WA LIVEZEY. EDWARD D 

WA MERRITT. BRIAN M 

State Count: 

WI ANDERSON., HAYNES T 

WI BUHLMANN., ERIC C 

WI MILLER, PAUL R 

WI ROBARGE. ROBERT J 

WI HUGHES. PAUL D 

WI KOVACS. JAMES 6 

WI FINK. PETER J 

WI SCHULTZ. JONATHON D 

WI MARTIN. MICHAEL K 

WI JACOBSON,, JAMES S 

WI HOLTMEIER, RUSSELL F 

WI DOWD. JEFFREY J 

WI MARTIE, RICHARD *RICK* 

WI RYMARZ. JAMES J 

WI JENSON. EUGENE C 

WI KNULL, CHRISTOPHER E 

WI JOHNSON. ERIK R 

WI O'DILL, JOSHUA CS 

WI PUKALL, HOWARD A 

WI MASON, MATTHEW M 

WI CZERWONKA. JOHN M 

WI DOLSON, TIMOTHY J 

WI MOLDENHAUER. JEFF 

WI BELTER. STEVEN 

WI ANDERSON. PAUL N 

WI ROIDT, GARY R 

WI MERRITT. DALE E 

WI CORAGGIO. GUY A 

WI SHAW. MICHAEL H 

WI HOREL. DANIEL C 

WI SOMMER. COREY 0 

WI MOSER, GARY W 

WI DRINKMAN, KENNETH 

WI FISCHER. STEVE 

WI MUELLER, ROBERT J 

WI GRAETZ. DUANE 

WI FORMELLA, MICHAEL S 

31 

3203 NE 151ST AVE 

1313 S WHIPPLE CT 

4924 134TH PLACE SE 

333 N W 85TH #197 

8917 163RD ST CT E 

463 BLACK HAWK LOOP 

114 TREVOR LANE 

PO BOX 956 

2603 ROAD 56 

14417 59TH PLACE W 

N698 LUCHT ROAD 

2349 TALC TRAIL 

3176 SKYLINE DRIVE 

1525 S LAWE STREET 

5525 MANITOWISH WAY 

8073 DAIRY RIDGE RD 

1201 SHAGBARK LANE 

5548 RIVER RD 

884 KENDALE CT 

N106 W16184 OLD FARM 

1447 LANGLADE AVE 

1519 PURITAN RD 

251 WEST SECOND ST 

517 14TH AVE 

510 RAVINE ST 

W340N6621 BREEZY POINT RD 

W289 N9394 DIE8ALL RD 

E853 PINE GROVE RO 

1540 FOXMOOR DR 

PO BOX 172 

709 BIRCH STREET 

W9896 COUNTY HWY K 

W 148 N 7497 WOODLAND DR 

N1478 COUNTY RD X 

T298 ANDERSON RD 

W8832 HOPE LAKE 

1308 RUTH ST 

N94 W24711 BARK ROAD 

621 GUINETTE AVE 


2606 14TH ST 

1424 SHALOM DRIVE 

E3407 COUNTY RO D 

W248 N 7289 MICAH RD 

16828 RIDGEVIEW DRIVE 

5055 RONSMAN ROAD 

2189 S 81ST 

VANCOUVER 98682 503 915-7515 

SPOKANE VALLEY 99206 509 703-3426 

SNOHOMISH 98296 425 357-9386 

SEATTLE 98117 206 679-3943 

PUYALLUP 98375 253 370-0909 

PORT ANGELES 98362 360 477-3034 

CHEHALIS 98532 360 304-0050 

MILTON 98354 253 922-7828 

PASCO 99301 509 547-3261 

EDMONDS 98026 206 356-5724 

MAUSTON 53948 *N0 PHONE*** 

MADISON 53719 608 845 -1738 

HUBERTUS 53033 262 628 • 1131 

APPLETON 54915 920 609 •1489 

MADISON 53704 606 215 -5374 

VERONA 53593 608 220 -9816 

UNION GROVE 53182 262 902 -4343 

WAUNAKEE 53597 608 513 -8846 

ONEIDA 54155 920 680 -6044 

GERMANTOWN 53022 414 828 -8915 

GREEN BAY 54304 920 676 -3938 

NEW HOLSTEIN 53061 920 883 -1793 

NEW RICHMOND 54017 651 303 -9687 

BARABOO 53913 608 469 -7427 

DARLINGTON 53530 608 574 -8126 

OCONOMOWOC 53066 414 507 -1529 

HARTLAND 53029 262 313 -7674 

LUXEMBURG 54217 920 660 -3853 

FENNIMORE 53809 608 988 -6339 

PATCH GROVE 53817 608 412 -1467 

ROTHSCHILD 54474 715 581 -6440 

LODI 53555 608 669 -3819 

MENOMONEE FALLS 53051-4519 262 255 -2626 

BERLIN 54923 920 585 -0198 

WAUSAU 54403 715 675 -6506 

CAMBRIDGE 53523 920 253 -8192 

WATERTOWN 53094 414 254 -3592 

COLGATE 53017 262 628 -2308 

FOND DU LAC 54935 920 960 -2393 

ELK MOUND 54739 715 829 -0728 

EAU CLAIRE 54703 715 559 -5919 

KEWASKUM 53040 414 254 -8245 

MENOMONIE 54751 715 5053257 

SUSSEX 53089 414 350 -8665 

BROOKFIELD 53005 262 7817885 

NEW FRANKEN 54229 920 866 -9181 

WEST ALLIS 53219 414 530 -3829

PM01701 



Address 



City 

Area Phone 


Page 

Date 

32 

1/01/2012 

WI 

WI 

WI 

WI 

WI 

WI 

BUDISH, MICHAEL 

MANYO, iDAVID A 

DIENER. ROBERT 

BESAW. BRADLEY K 

MURPHY. TERRY 

KLEIN, iMICHAEL 

5870 S HACKER DR 

W250 N7149 HILLSIDE RD 

5026 WAGON WHEEL RD 

2243 SKYVIEW ST 

1065 SCHANOCK DR 

7979 COUNTY HWY V 

WEST BEND 

SUSSEX 

MANITOWOC 

GREEN BAY 

GREEN BAY 

MARSHFIELO 

53095 

53089 

54220 

54311 

54303 

54449 

414 350-3450 

262 246-6267 

920 662-2076 

920 406-9388 

920 680-7971 

715 676-2668 

WV 

WV 

WV 


SNEDEGAR, RONNIE L 

MARSHALL. DONNIE R JR 

LEHMKUHLE. ROGER 

HC 37 BOX 24D 

95 COMPOUND CIRCLE 

ROUTE 1 BOX 335D 

MAXWELTON 

MARTINSBURG 

FAIRMONT 

24957 

25403 

26554 

304 667-1910 

304 268-4034 

304 641-8131 

WY 

WY 

WY 

WY 

WY 

WY 


BERGQUIST. VANCE M 

TORCZON. MICHAEL L 

BOOMGARDEN. RICHARD L 

TITUS. ELIZABETH *CHRIS T 

SWICK. THOMAS 

BRAY. JOHN L 

2062 SWEETWATER DRIVE 

18 POPLAR RO 

3711 MONTE VISTA DR 

3913 EAST 6TH STREET 

45 PURPLE SAGE RD #163 

1813 BILL NYE AVE 

LARAMIE 

CODY 

CASPER 

CHEYENNE 

ROCK SPRINGS 

LARAMIE 

82070 

82414 

82601 

82001 

82901 

82070 

307 742-2626 

307 272-7243 

307 797-1059 

970 297-8711 

307 362-4595 

307 760-5909 


Total Count: 1423

PM01701 



Address 


Active distributor with Zero 6 Wk Avg 

City 

Area Phone 


h-age - . . . i 

Date - . 1/01/2012 

AL 

AR 

AZ 

FL 

FL 

GA 

IL 

MD 

MD 

MI 

Ml 

NJ 

NM 

NY 

SC 

COMPTON. WINFRED *GARY* 

State Count: 

NORTON. EUGENE J 

State Count: 

MAY. KEVIN J 

State Count: 

ANDERSON, JOHN F 

BRAMAN, BURTON R 

State Count: 

PARKER, TERRY S 

State Count: 

ROZHON. STEVE 

State Count: 

KEARNS. JASON D 

CYR. ROBERT A JR 

State Count: 

VAINNER, TIMOTHY L 

SZAWARA. JAMIE J 

State Count: 

SILBEREISEN. ERIK M 

State Count: 

TRUJILLO. ERNEST B JR 

State Count: 

LETIZIA, SCOTT N 

State Count: 

BONNER, ^NICHOLAS B 

State Count: 

1222 SNOW HINTON DRIVE TUSCALOOSA 35405 205 349-4497 

11050 N HWY 59 

2810 N 116TH DRIVE 

13985 SE 53RD TERRACE 

53 PLEASANT HILL DR 

13514 W HAGGARD 

242 WHITAKER AVE 

3100 NASTURTIUM LN 

1920 DELL RD 

24619 WOODLAND 

118 QUIET RD 

7618 CREE CIRCLE 

7 SADDLEBROOK LANE 

GRAVETTE 

AVONDALE 

SUMMERFIELD 

DEBARY 

2450 THOMPSON MILL RD BUFORD 

HOMER GLEN 

LANSING 

BROWNSTOWN 

SANTA FE 

2120 BETHEL CHURCH RD SUMTER 

72736 

85323 

34491 

32713 

30519 

60491 

NORTH EAST 21901 

MIDDLE RIVER 21220 

48911 

48134 

SICKLERVILLE 06081 

87507 

MANORVILLE 11949 

29154 

417 592-3720 

623 776-5567 

954 256-9851 

386 666-8975 

678 517-0830 

708 3018945 

443 553-7361 

443 326-4430 

734 788-7262 

734 658-3730 

856 981-3071 

505 795-1502 

516 383-0908 

803 972-0553

PM01701 

Run Date :12/30/n 


Address 


Active distributor with Zero 6 Wk Avg 

City 

Area Phone 


Page 

Date 1/01/2012 

SD 

NICKELSON. BRIAN A 

16771 302ND AVE 

GETTYSBURG 

57442 

605 641-4866 

TX 

State Count: 

LONGORIA. JUAN E 

6000 N KOUNTRY LOOP 

MISSION 

78574 

*N0 PHONE*** 

State Count: 

VA SCRUGGS, CRAIG 0 

3712 GARLAND AVE 

RICHMOND 

23222 

804 543-2706 

State Count: 

Total Count: 18

MATCO TOOLS 


APPENDIX C: TERMINATED DISTRIBUTORS 

Mateo 2Qi2.FDD/PK j 5575.12 ^^9051.8 03/09/44-12

PM01701 



Address 


Distributors Separated in 2011 

City 

Area Phone 


Kage 

Date 1/01/2012 

AK 

AL 

AL 

AL 

AL 

AR 

AR 

AR 

AR 

AR 

AZ 

AZ 

AZ 

AZ 

AZ 

AZ 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

STEPHENS. JUDY *TERM* 

State Count: 

HUGHES. JOHN L *TERM* 

DEPAUW. RICKIE A *TERM* 

SALTER. WILLIAM W *TERM* 

TOLAND, MARK E *TERM* 

State Count: 

' 

12450 ELMORE RD 

301 KROY DR 

7350 HOWELL COVE RD 

126 HAPPY HOLLOW DR 

166 PATTERSON LANE 

WELLS. MALCOLM *TERM* *M 176 MARY WEISS LANE 

WISE. JIMMIE DEAN *TERH* 1006 NORTH MAPLE 

RICHARDSON. RICHARD T *B0 210 DAWN DR 

BUNCH. JAMES A *TERM* 537 KIRKLAND ST 

PETERSON. TODD A *TERM* 625 OAKWOOD ST 


FREEMAN. RICHARD A *TERM* 435 EAST LEHI RD 

OREWES, WILLIAM J *TERM* 7009 W COLUMBINE 

TAYLOR, KEVIN G *TERM* 

RYAN, LAWRENCE D *LARRY* 

FRY. JUSTIN A *TERM* 

GARCIA. JASON S *TERM* 


GOODNESS. JOSEPH K *TERM* 

WOOD, CONRAD B *TERM* 

JOHNSON. MARK A *TERH* 

MUNOZ. IGNACIO *TERM* 

ROCKWOOD. MICHAEL G *TERM 

ENRIGHT, ROY *TERM* 

STEAD. M;ICHAEL C *TERM* 

WHITNEY. SHAWN *TERM* 

YENAWINE, CURTIS L *TERM* 

MAHMOUDI. ALI *TERM* 

CHATER. ANDREW 0 *TERH* 

KALAITZIAN. ARSEN H *TERM 

HUTTON. KERRY A *TERM* 

RUBLES, JESUS A *TERM* 

BARRETT. JAY R *TERM* 

FULTON, BRIAN *TERM* 

GAVLICK, WILLIAM M *TERM* 

ROTHENBERG. ZVI *TERM* 

HALTER, JAMES *BOB* *TERM 

HALTER, MIKE *TERM* 

BRISKY, DAVID *TERM* 

SIMONI. 'STUART D *TERM* 

6308 N 86 ST 

1601 E HIGHLAND AVE #1111 

4940 E SNOWSHOE WAY 

2110 E FLINTLOCK WAY 

3042 W LYNROSE DRIVE 

2523 MCKINLEYVILLE AVE 

17526 PARKER RD 

14294 W SHERI ST 

24041 LIMB STREET 

1253 BIRCH WAY 

5265 SANDMOUND BLVD 

PO BOX 68 

130 STEPHANIE LANE 

2019 HAVEMEYER LANE UNIT 

3410 EAGLEPOINT DR 

2469 MESA TERRACE 

25355 JOYCE PL 

1069 E 20TH ST 

8 WALNUT DR 

1401 VIA LIMA 

PO BOX 339 

3159 QUEENSBURY DRIVE 

3763 ANDREWS COURT 

9055 MAC LANE 

9742 CLEARBROOK DR 

960 KERN COURT 

ANCHORAGE 

MONTGOMERY 

TALLADEGA 

UNION SPRINGS 

MERIOIANVILLE 

MENA 

STUTTGART 

CENTERTON 

GASSVILLE 

LOWELL 

MESA 

PEORIA 

SCOTTSDALE 

PHOENIX 

FLAGSTAFF 

CHANDLER 

ANAHEIM 

MCKINLEYVILLE 

CASTRO VALLEY 

KERMAN 

MISSION VIEJO 

ESCONDIDO 

OAKLEY 

SHINGLE SPRINGS 

CRESCENT CITY 

REDONDO BEACH 

GLENDALE 

UPLAND 

STEVENSON RANCH 

LONG BEACH 

ALISO VIEJO 

FALLBROOK 

SAN JUAN BAUTIS 

LOS ANGELES 

SAN DIEGO 

SPRING VALLEY 

HUNTINGTON BEAC 

LIVERMORE 

99516 

36117 

35160 

36089 

35759-1102 

71953 

72160 

72719 

72635 

72745 

85203 

85381 

85250 

85016 

86004 

85249 

92804 

95519 

94546 

93630 

92691 

92027 

94561 

95682 

95531 

90278 

91208 

91784 

91381 

90806 

92656 

92028 

95045 

90064 

92154 

91977 

92646 

94551 

907 240-3990 

334 546-5646 

256 223-6289 

334 738-2051 

256 698-3189 

479 234-2405 

870 674-7185 

479 263-7170 

870 421-7755 

479 571-1163 

480 254-2290 

623 256-0077 

602 579-1213 

602 810-2329 

928 853-7162 

480 219-6558 

714 229-0656 

707 839-8458 

510 912-1583 

559 346-9417 

949 463-1933 

858 829-7219 

925 813-8519 

530 409-9728 

707 218-4450 

310 944-4876 

818 669-1666 

909 322-5272 

661 645-7800 

562 310-1505 

949 922-5389 

949 2303949 

831 6234885 

310 387-6413 

619 690-5929 

619 719-6701 

714 968-5463 

925 373-9329

PM01701 



Address 



City 

Area Phone 


Page 

Date 1/01/2012 

CA 

CA 

CA 

CA 

HOUCK. JOHN L *TERM* 23391 VIA GAUDIX 

LILLIE. BRIAN R *TERM* 1445 CADWELL CT 

DIETTINGER, GARY L *TERM* 6032 TURQUOISE DR 

TOTH. TIBOR A *TERM* 3564 SPANISH GATE DR 

MISSION VIEJO 92691 


ROCKLIN 95677 

NEWBURY PARK 91320 

949 768-6156 

951 276-1933 

916 276-1176 

805 376-0556 

CO 

CO 

CO 

CO 

CT 

CT 

FL 

FL 

FL 

FL 

FL 

FL 

FL 

FL 

FL 

FL 

FL 

FL 

FL 

FL 

FL 

FL 

FL 

FL 


HUFF, GARY P *TERM* 5255 WILHELM DR 

RICHARDS, MARK S *TERM* 252 MESA ST 

MANGHAM. RICHARD A *TERM* 485 N RAYNOLDS 

GERHARDT, PAUL *TERM* 5780 OIL BARON DRIVE 


HARGREAVES. JEFFREY H *TE 3 JOSHUA LANE 

MOLITANOi, MARK P *TERM* 483 CHARLES ST 


DALCONZO. JOE *TERM* 

MIZRAHI. MITCHELL W *TERM 

GATEWOOD. MICHAEL L *TERM 

HERRERA. JOSE R *TERM* 

SALAZAR, JOSE E *TERM* 

RAMOS. NOE LUCERO *TERM* 

SADLER. THOMAS S *STEVE* 

CEBALLOS. LORETA *TERM* * 

CHIAPPETTA. FRED J *TERM* 

WHIPPIE. TERRY J *TERM* 

LARCO, ROMMEL *TERM* 

BOWLBY, BRUCE A *TERM* 

ANDREWS. DENNIS M *TERH* 

SCHWEITZER.JESSICA M *BRI 

COLEY. RUSSELL J *TERM* 

VESELOV. ALEKSEY *TERM* * 

GAMEZ. IVAN *TERM* 

CRISP. GERARD *TERM* 

5640 MYAKKA VALLEY TRAIL 

17428 68TH STREET N 

2106 WEST GARDENIA CR 

20 EAST 62ND STREET 

10650 NE lOTH PLACE 

16471 BLATT BLVD 

460 SPRING FOREST RD 

8002 SW 149 ST APT B410 

1157 SE 32ND TERRACE 

1274 HIGHLAND AVE SW 

18203 SW 109TH PATH 

7839 NE 21ST PL 

1322 BARRANCA AVENUE 

6109 GANNETDALE DR 

726 GREEN CT 

144 VICTORIAN LANE 

7955 NW 171 ST 

37 ZONAL GERAINIUM TRAIL 

COLORADO SPRING 80911 

BRIGHTON 80601 

CANON CITY 81212 

PEYTON 80831 

CLINTON 06413 

TORRINGTON 06790 

SARASOTA 34241 

LOXAHATCHEE 33470 

NORTH FORT MYER 33917 

HIALEAH 33013 

MIAMI SHORES 33138 

WESTON 33326 

NEW SMYRNA BEAC 32168 

MIAMI 33193 

CAPE CORAL 33904 

TARPON SPRINGS 34689 

MIAMI 33157 

HIGH SPRINGS 32643 

SPRING HILL 34609 

LITHIA 33547 

KISSIHMEE 34759 

JUPITER 33458 

HIALEAH 33015 

PALM COAST 32164 

719 650-5317 

303 909-2271 

719 252-6787 

719 573-6980 

860 664-4340 

860 485-5327 

941 927' 4487 

561 790' 7329 

239 543 4263 

786 426' 5163 

305 301' 5513 

305 384 8687 

386 566 9582 

786 564 8207 

239 677 8279 

727 226 7317 

305 244 3139 

352 275 6633 

352 585 7750 

301 529 9607 

407 346 1325 

561 504 3871 

305 825 1063 

386 437 4296 

GA 

GA 

GA 

GA 

GA 

GA 

GA 

GA 

GA 

GA 


BLANKINSHIP. BARRY D *TER 

BRANNIES. RICHARD W *TERM 

GALLAWAY. JEFFREY L *TERM 

WORTMAN. WESLEY R *TERM* 

HALABY. SCOTT *TERM* 

ALLEN. DAVIO *TERM* 

FARESE. JOSEPH *TERM* 

CAPRARO,, RICHARD M *RICK* 

CALOON. GEORGE J *TERM* 

WEST, LEROY M JR *TERM* 

155 MOORE ROAD 

1135 STILLWELL-CLYO RD 

1065 ASHFORD CHASE COURT 

369 CENTURY STATION DR 

803 MARBROOK DR 

85 HICKORY BRANCH DR 

575 SAINT REGIS LANE 

617 MAGNOLIA ST 

500 CAMBER WOODS DR 

9325 WHITFIELD AVE 

VILLA RICA 30180 

SPRINGFIELD 31329 

MACON 31210 

ROSSVILLE 30741 

LAWRENCEVILLE 30044 

ACWORTH 30101 

ALPHARETTA 30022 

VILLA RICA 30180 

ROSWELL 30076 

SAVANNAH 31406 

770 459 

912 657 

478 719 

423 883 

770 972 

404 944 

678 795 

404 550 

678 698 

912 354 

5882 

6812 

2686 

5466 

6964 

5623 

1968 

4170 

4519 

9119

PM01701 



Address 



City 

Area Phone 


Page 

Date 1/01/2012 

HI 

lA 

ID 

IL 

IL 

IL 

IL 

IL 

IL 

IL 

IL 

IL 

IL 

IN 

IN 

IN 

KS 

KY 

KY 

KY 

LA 

LA 

MA 


ABALOS, ROBERT D *TERM* 


MENTZER, SCOTT L *TERM* 


JENSEN, SHANE *TERM* 


BLIVEN. STEPHEN A *TERM* 

KRAGE. KEVIN W *TERM* 

DEWAR. STEVEN W *TERM* 

STRAWSER. ROBERT M *TERM* 

KLOEMPKEN. WILLIAM E *TER 

COCKREAM. JEFFREY T *TERM 

WALTER, ANDREW C *TERM* 

KASTNER, ANDREW *TERM* 

HAZELWOOD. GARY *TERM* 

BORCHARDT. ROB *TERM* 


OLSON. RONALD J *TERM* 

YODER. RICHARD L *TERM* 

YOUNG. JAMES A *JIM* *TER 


DUERKSEN. LUETTA A *JAMES 


HOBBS. PHILIP L *TERM* 

CONLEY. WILLIAM *ED* *TER 

HATFIELD. DAVIO F *TERM* 


BELAIRE. DARIN K *TERM* 

MCWILLIAMS. CLAYTON J *TE 


522 POHAI ST 

21063 ERBE ST 

1900 N MCDERMOTT RD 

403 W. SHERIDAN 

42W 721 STILLMEADOWS 

10281 PINESAP PLACE 

661 OVERTURE WAY 

215 PINEWOOD DR 

606 MAIN ST 

18315 LORETTA DR 

708 KERRY CT 

316 CROPSEY AVENUE 

1231 ORCHARD AVE 

6495 GLENWOOD TRACE 

PO BOX 127 

10035 N TURKEY CREEK 

831 SOUTH ERIE 

164 CRESCENT VIEW DR 

1658 S STATE HGWY 207 

1621 WASHINGTON BLVD 

3734 PARKER ROAD 

212 CALCASIEU LOOP 

KAHULUI 

CARLISLE 

KUNA 

PETERSBURG 

LANE ELBURN 

ROSCOE 

ROSCOE 

GODFREY 

MAZON 

MARENGO 

GILBERTS 

DIXON 

96732 

50047 

83634 

62675 

60119 

61073 

61073 

62035 

60444 

60152 

60136 

61021 

CHICAGO HEIGHTS 60411 

ZIONSVILLE 

WAKARUSA 

702 SYRACUSE 

WICHITA 

SHEPHERDSVILLE 

RUSH 

LOUISVILLE 

SULPHUR 

LEESVILLE 

46077 

46573 

46567 

67211 

40165 

41168 

40242 

70663 

71446 

ALLEN. MATTHEW C *TERM* 225 ADAMS RD EAST BROOKFIELD 01515 

608 877-6688 

515 971-3735 

208 861-7048 

217 632- 

630 365 

815 970- 

815 914. 

618 806. 

815 412 

815 923 

847 561 

815 288 

708 754 

7469 

5573 

3687 

5672 

8367 

4559 

2056 

4047 

2363 

2562 

317 503-1563 

574 354-2646 

574 518-1668 

316 258-7929 

502 296-3638 

606 474-9037 

502 412-7551 

409 223-3921 

337 378-2264 

774 696-6283

PM01701 

Run Date :12/30/U 


Address 



City 

Area Phone 


Page 

Date 1/01/2012 

MA 

MA 

MD 

ME 

MI 

MI 

MI 

MI 

MN 

MN 

MN 

MN 

MN 

MN 

MN 

MN 

MN 

MO 

MO 

MO 

MO 

MS 

MS 

MS 

MS 

MS 

MS 

MS 

CROSBY, MICHAEL J *TERM* 3 GEORGE ST 

JOHNSON, DAVID S *TERM* 53 ELDRED ST 

State Count: 

DEBOE, STEVE *TERM* 

State Count: 

WHEATON, RYAN D *TERM* 

State Count: 

17 HARWOOD DR 

58 FIRST ST 

WARES, RYAN J *TERM* 604 MINNESOTA AVE 

TRUDELL. BARRY M *TERM* 8690 MCCAIN RD 

MINNEY. LLOYD *CURT* *TER 1613 NEWCASTLE RD 

PANKOW, MICHAEL *TERM* 59935 9 MILE RD 


DOYLE, LYNN D *TERM* 

BLAIR. ADAM C *TERM* 

NELSON, MINDY M *KARL* *T 

ARNDT, DALE R *TERM* 

SPANIOL, ANDREW R *TERM* 

PUFFE. DUSTIN M *TERM* 

TIMM, JODY A *TERM* 

FELIX. TERRY L *TERM* 

JOHNSON. WAYNE L *TERM* 


11133 MADISON STREET NE 

48993 210TH ST 

508 3RD ST SOUTH 

405 EDWARD AVE S 

9930 ABLE ST NE 

18469 THOREN DRNW 

8200 LUCERNE BLVD 

510 7TH AVENW 

2681 JACK PINE DR 

DAY JAMES F *TERM* 105 LONE OAK 

NIEBRUEGGE, ROBERT E *TER 4024 APPLE VALLEY DRIVE 

GOEBEL. DAVID J *TERM* 17271 HILLTOP RIDGE DR 

COPELAND, PAUL *CATHERINE PO BOX 626 


HUGHES. KENNETH H *T£RM* 2303 NORTH PINE LEA DRIVE 

TONCREY. FREDDIE L *TERM* 11350 LANDING CT 

MONAHAN. KRISTIN E *TERM* 6793 HIGHWAY 12 EAST 

RICHARD. JOHN S *SCOT* *T 550 COUNTY RD 174 

WALTRESS. JONATHAN W *TER 188 S BROOKS ST 

HUBBARD.' JOEL D *TERM* 311 OLD HIGHWAY 13 

MARTIN. CAREY B *TERM* 102 CEDAR WOOD COVE 


NC JACKSON. JASON M *TERM* 176 FOREST HILL RD 

PLYMOUTH 

LEXINGTON 

HARWOOD 

02360 

02420 

20776 

WEST GARDINER 04345 

GLADSTONE 49837 

PARMA 49269 

GROSSE POINTE W 48236 

SOUTH LYON 48178-8904 

BLAINE 

MORRIS 

GROVE CITY 

COLOGNE 

BLAINE 

SOLWAY 

LAKEVILLE 

GRAND RAPIDS 

RUTLEDGE 

SIKESTON 

ARNOLD 

EUREKA 

BUCKNER 

JACKSON 

BILOXI 

STEENS 

MCCARLEY 

PONTOTOC 

LUMBERTON 

BOONEVILLE 

WAYNESVILLE 

55434 

56267 

56243 

55322 

55434 

56678 

55044 

55744 

55795 

63801 

63010 

63025 

64016 

39209 

39532 

39766 

38943 

38863 

39455 

38829 

28785 

508 889-3403 

781 863-5421 

301 943-6477 

207 615-1670 

906 280-4240 

517 812-8726 

313 268-8936 

734 7758907 

763 767 6833 

320 569 0121 

320 535 0125 

952 484 7030 

612 810 4389 

218 766 4626 

952 540 7950 

218 326 •0039 

218 372 3684 

573 380-2275 

314 960-5187 

314 800-7300 

816 650-3439 

601 405-4458 

228 861-3714 

662 251-2490 

662 274-1314 

662 419-3149 

601 550-0529 

662 210-0451 

828 421-8001

PM01701 



Address 



City 

Area Phone 


Page 

Date 1/01/2012 

NC FESPERMAN. ANDY L *TERM* 7831 WRIGHT RD 

NC GLASSER. MATTHEW A *TERM* 14 NORTHVIEW LANE 

NC RADFORD. LARRY *TERM* 2895 MEMORIAL CHURCH RO 

NC GODWIN, DENNIE *TAMYKA EM 3788 WILLIAMS ROAD 


ND SEVERSON. ERIC C *TERM* 8350 COUNTY RD 30 

NE 

NE 

NE 

NJ 

NJ 

NJ 

NJ 

NJ 

NJ 

NM 

NM 

NV 

NV 

NV 

OH 

OH 

OH 

OH 

State Count: 

GREGORY. BRYAN J *TERM* 9417 MANDERSON ST 

RYAN. STEVEN L *TERM* 7727 N 107TH AVE 

BERTHELSEN. OLIVER R *TER 1107 SOUTH 0 ROAD 


NH VEZINA. MARC J *TERM* 151 BURKE ROAD 


DEARAUJO, MICHAEL L *TERM 13 SAINT PETER DRIVE 

BERMAN. YEVGENY *TERM* ZD II3 STERLING AVENUE 

TRAVERS, JOSEPH A *TERM* 185 LAKEVIEW AVE 

TSIVIS. ILIAS *DAVE* *TER 69 REDWOOD DR 

HERVE. BRUCE *TERM* 611 MILFORD MT PLEASANT 

SEIDMAN. ADAM R *TERM* 820 DAWN COURT 


LOPEZ. E.LUEO *LEO* *TERM* 3800 N ROTH 

WIGGINS, THOMAS *DAVE* *T 12 SUGAR MAPLE 

State Count: 

YEE. ALLEN C *TERM* 

CEFALU. SALVATORE *TERM* 

MOORE. GARY C *TERM* 

State Count: : 

NY BRUNO, H;ICHAEL *TERM* 

NY HEALEY. iSTEPHEN R *TERM* 

State 

Count: 

SZUST, DEMIAN V *TERM* 10768 PEBBLE BROOK LANE 

SNYDER. IHUNTER J *TERM* 168 BACON ROAD 

GALLAUGH.ER. WILLIAM J *BI 2388 LIBERTY HILL RD 

COOK. ROBERT S *TERM* 1617 ESTHER AVE NE 

i 

3137 GANNON RIDGE AVE 

8713 PESARO DR 

55 BRIDLE PATH TERRACE 

25 OECTER DR 

620 MOTT RD 

KANNAPOLIS 28081 704 519- 9418 

HENDERSONVILLE 28792 828 329- 6298 

KENLY 27542 919 284- 5816 

CLAREDON 28432 910 653- 3755 

WYNDMERE 58081 701 403- 0052 

OMAHA 68134 402 203 -2744 

OMAHA 66122 402 575- 1279 

AURORA 68818 402 631- 7739 

GILMANTON 03837 603 267- 1921 

SOUTH AMBOY 08879 908 599- 8363 

SOUTH PLAINFIEL 07080 732 539- 9257 

FRANKLINVILLE 08322 856 340- 0077 

BRICK 08723 732 278- 2119 

MILFORD 08848 908 996- 4321 

WILLIAMSTOWN 08094 856 262- 8569 

HOBBS 88240 575 259- 9553 

MAYHILL 88339 325 665- 4391 

NORTH LAS VEGAS 89081 702 325- 5999 

LAS VEGAS 89117 702 869- •3924 

SPARKS 89441 775 425- 6984 

KERHONKSON 12446 845 626- •0962 

DUANESBURG 12056 516 528- •2764 

STRONGSVILLE 

CARROLLTON 

CHILLICOTHE 

CANTON 

44149 

44615 

45601 

44714 

440 236-5400 

330 495-0677 

*N0 PHONE*** 

330 904-9357

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Address 



City 

Area Phone 


Page 

Date 1/01/2012 

OH 

OK 

OK 

OK 

OR 

OR 

OR 

PA 

PA 

PA 

PA 

PA 

PR 

SC 

TN 

TN 

TN 

TN 

TX 

TX 

TX 

TX 

TX 

TX 

TX 

TX 

TX 

TX 

TX 

BECK. KEVIN D *TERM* 

State Count: 

121 REGENCY CT 

CORNELIUS. JIMMIE L JR *T 1813 AUSTIN 

BINGHAM. RICHARD D *TERM* 5524 N ROFF AVENUE 

KOPACKA. XAVIER F *TERM* 4036NW 15TH 

State Count: 

DAGGETT, TRAVIS S *TERM* 

FLOCK. FRANK D *TERM* 

GREEN. JOSEPH W *TERM* 

State Count: 

2471 BAINES BLVD 

620 IRONWOOD DR SOUTH 

7712 KINGSTON CIRCLE 

KALCHTHALER. DANIEL D *TE 2610 CLARE STREET 

MANDIC. ALAN J *TERM* 3008 HILL RO 

BROWN.THOMAS C *TERM* 140 WIDDOWSON RD 

ROSENBERGER. ARTHUR *TERM 6468 TOLL GATE RD 

YINGER. GALEN A *TERM* 638 GLADYS DR 


MELENDEZ. GABRIEL *TERM* PO BOX 217 

State Count: 

BERRY. DAVID M *TERM* 

1700 PET SITES RD 

State Count: 

RHODES, .GILLIS I *TERM* 2327 SOUTH HAVEN RD 

OLIVER. SCOTT W *TERM* 1254 BAKERS WORK ROAD 

RATAGlCKi. ANTHONY R *TERM lUl WOODRIDGE PL 

SCOTT. JOSEPH B *TERM* 601 BOYD MILL AVE 


SMITH. SAMMY G *TERH* 

HOWARD, FARRELL *KELLY* * 

ADKISON, JAMES J *TERM* 

RUEBUSH, PHILLIP *DAVID* 

POWELL. TRAVIS K *TERM* 

GUTIERREZ, EDGAR *TERM* 

BLANTON. PAUL K *TERM* 

KLINSKI. ALEX P *TERM* 

HANCOCK. MARK A *TERM* 

WIESE. STACY L *TERM* 

FARLEY. GEOFFREY E *TERM* 

2708 CR 7720 

700 MEADOW LAKE 

5137 BLACK HORSE 

7403 RICHMOND AVE 

837 KELLEY DR 

1916 S 32ND STREET 

15613 WOOD BROOK LANE 

19438 6RACELY PARK LN 

5810 INDEPENDENCE CIRCLE 

29903 DOBBIN HUFSMITH RD 

2308 WELCH PL 

COVINGTON 45318 937 473- 5743 

OKLAHOMA CITY 73127 405 313- 8353 

OKLAHOMA CITY 73112 405 226- 6819 

OKLAHOMA CITY 73107 405 314- 9783 

HUBBARD 97032 503 260- 1063 

SALEM 97306 503 884- 6605 

WHITE CITY 97503 541 944- 7900 

GLENSHAW 15116 412 486- 2065 

SELLERSVILLE 18960 215 257- 3809 

QUARRYVILLE 17566 717 875- 0168 

ZIONSVILLE 18092 610 965- 7058 

NAZARETH 18064 610 759- 7293 

CAYEY 00737 787 473- 5151 

CHAPIN 29036 803 920- 3399 

KNOXVILLE 37920 865 617- •2146 

BURNS 37029 615 238- •5073 

MT JULIET 37122 615 636 •1234 

FRANKLIN 37064 615 336- •0700 

LUBBOCK 79423 806 863-3447 

LITTLE ELM 75068 972 834-5988 

CIBOLO 78108 314 630-5170 

LUBBOCK 79424 806 790-4027 

EVERMAN 76140 817 821-3245 

MCALLEN 78503 956 648-3217 

COLLEGE STATION 77845 979 255-5917 

RICHMOND 77469 281 832-0556 

TEXARKANA 75503 903 276-5881 

MAGNOLIA 77354 281 840-0115 

MANSFIELD 76063 817 913-8404

PM01701 



Address 



City 

Area Phone 


Page 

Date 1/01/2012 

TX 

TX 

TX 

TX 

TX 

WALTER, KEVIN J *TERM* 305 RANDY LEE LANE 

MAYEA, WARREN D *TERM* 4720 BEAUMONT 

SMITH, GARY £ *TERM* 101 N ELISE DR 

RASCH, ROBERT E *TERM* 2702 DOUBLE TREE 

LAFARLETT, BILLY W *TERM* 9125 RUSHING RIVER 

MCKINNEY 75071 

GROVES 77619 

LAVERNIA 78121 

ROUND ROCK 76681 

FT WORTH 76118 

214 601-9736 

409 963-1115 

281 386-8320 

512 801-6069 

817 825-7072 

UT 

UT 

UT 


CURTIS, JOHN R *TERM* 

SPARKS. MICHAEL 0 *TERM* 

BURKE, MICHAEL L *TERM* 

195 WEST 100 SOUTH 

7941 S PALLIDUM RD 

1471 E 1600 S 

SALEM 84653 

WEST JORDAN 84084 

ST GEORGE 84790 

801 423-1651 

208 852-2331 

435 467-6778 

VA 

VA 

VA 

VA 

VA 

VA 

VA 

WA 

WA 

WA 

WI 

WI 

WI 

WI 


SHUEY. CLIFFORD *TERM* 

ALDERTON, TIMOTHY A *TERM 

VARNEY, JOSHUA P *TERH* 

DECKER. ARTHUR R IV *TERM 

BELL. JOSEPH M JR *TERM* 

TRAIL, JERRY W *TERM* 

PARK. ELLIOT *TERM* 


5715 OTTAWA ROAD 

507 CHAPEL ROAD 

112 NORTHBROOKE AVE 

7200 STUBBS BRIDGE RD 

146 APPOMATTOX AVE 

333 CHESSIE LANE 

PO BOX 7421 

ROSENBERG, KALEB I *TERM* PO BOX 2354 

LAMP JERRY E *TERM* 3038 WASHINGTON WAY 

STOVER. LEWIS *TERM* 22623 91ST WAY S #H201 


KEARNEY. TIMOTHY S & DAWN 8546 HWY B 

MISHLER. DAVID A *TERM* N7191 TOWN FOREST RD 

GIPPLE. SCOTT A *TERM* W7289 ROSE LEN COURT 

SZUDAJSKI. ALAN C *TERM* 3639 SCENIC RD 

State Count: 

CENTREVILLE 20120 

MIDDLETOWN 22645 

SUFFOLK 23434 

SPOTSYLVANIA 22551 

PORTSMOUTH 23702 

BUENA VISTA 24416 

CHARLOTTESVILLE 22906 

LYNNWOOD 

LONGVIEW 

KENT 

AMHERST 

DEERBROOK 

MERRILL 

JACKSON 

98036 

98632 

96031 

54406 

54424 

54452 

53037 

703 631 

571 220 

757 651 

540 846 

757 635 

540 570 

480 529 

0680 

1201 

7741 

1263 

8330 

7645 

4421 

206 356-1332 

360 575-9732 

206 354-8269 

715 340-6597 

715 216-5367 

715 536-1212 

262 677-0667 

Total Count: 205

MATCO TOOLS 


APPENDIX D: DISTRIBUTORSHIP AGREEMENT AND EXHIBITS 

Mateo 2I112.FDD/PK j557.^. 12 t^QOSl S 01/n9/4-l-12

MATCO TOOLS 

DISTRIBUTORSHIP AGREEMENT 

BETWEEN 

NMTC, INC., d/b/a 

MATCO TOOLS 



(330) 929-4949 

Fax: (330)929-5008 

AND 

Name(s) of DISTRIBUTOR 

Street 

City State Zip Code 

Area Code 

Telephone 

Area Code 

FAX 

DISTRIBUTOR NO: 

DATE OF DISTRIBUTORSHIP AGREEMENT 

,20. 

Mateo 5044-2.0.12 Distributorship Agreement 

VUi44Q9Ii:

MATCO TOOLS 


INDEX 

Page 

ARTICLE 1 APPOINTMENT OF DISTRIBUTOR 11 

1.1 Grant of Distributorship 11 

1.2 List of Calls and Potential Customer List 11 

1.3 Exclusive Rights 22 

1.4 Rights Reserved by Mateo 22 

1.5 Understandings and Acknowledgments 3 

1.6 Spouse 33 

ARTICLE 2 TERM OF AGREEMENT; DISTRIBUTOR'S OPTION TO REACQUIRE 

DISTRIBUTORSHIP 3 

2.1 Term 33 

2.2 Distributor's Option to Reacquire Distributorship 33 

ARTICLE 3 DISTRIBUTOR'S DUTIES AND OBLIGATIONS 4 

3.1 Promotion of Distributorship 4 

3.2 Restrictions on Sales 44 

3.3 Inventory 4 

3.4 Weekly and Monthly Customer Sales Calls and Sales Meetings 4 

3.5 Time Payment Reserve Account 55 

3.6 Maloo TruckM.QbiLg_Store; Uniforms 5 

3.7 Computer; Software; Data 5 

3.8 New--l->istribetef M_atco Business System Training (MBST)_Program 5 

3.9 Compliance with Laws 6 

3.10 Compliance with Manual 6 

3.11 Payment Obligations 6 

3.12 Management of Distributorship 6 

3.13 Mateo's Inspection Rights 6 

3.14 Use of the Intemet 66 

3.15 Substance Abuse and Drug Testing 77 

3.16 Computer Transactions 77 

3.17 Document Processing 77 

3.18 Late Fee 77 

ARTICLE 4 MATCO'S DUTIES 88 

4.1 j4ew^stributorMatco Business System Training fMBSTI Program 88 

4.2 Field Training 88 

4.3 Periodic Meetings 88 

4.4 Hiring of New Operator 88 

Mateo 304-I-2QI2. Distributorship Agreement 

PK xmmM905Q.9

ARTICLE 5 

5.1 

5.2 

5.3 

5.4 

5.5 

ARTICLE 6 

6.1 

6.2 

6.3 

6.4 

6.5 

6.6 

6.7 

6.8 

6.9 

6.10 

6.11 

ARTICLE 7 

7.1 

7.2 

7.3 

7.4 

7.5 

THE PARTIES' RELATIONSHIP 9 

Independent Contractor 9 

Financial Records and Reports 9 

Insurance 9 

Indemnification 10 

Exercise of Mateo's Judgment 10 

PRODUCTS 10 

Sale and Purchase of Products 10 

Prices of Products 10 

Initial Inventory 10 

Electronic Funds Transfers 10 

Standard Payment Terms 1 

Security , 

Shipment , 

No Right To Withhold or Offset 

Acceptance of Orders/Force Majeure 

Taxes , 

Risk of Loss 1 

TRADEMARKS, TRADE NAMES AND PATENTS 12 

Grant of License 12 

Rights of Mateo 12 

Conditions to Use of Marks 12 

Approval of Printed Materials 12 

Defense of Actions 12 

ARTICLE 8 

8.1 

WARRANTY AND TOOL RETURNS 12 

Wa rran ty PQ 1 icy ..^ .^.^ ^ . . 12 

8.2 Tool Retum Pohcv 13 

ARTICLE 9 

ARTICLE 10 

10.1 

10.2 

10.3 

10.4 

10.5 

10.6 

CONFIDENTIALITY 13 

TRANSFER OF INTEREST 14 

Transfer of Distributorship Interest 14 

Conditions for Transfer 14 

Transfer to Corporation 14 

Security Interest 14 

Transfer by Mateo 14 

Non-Competition and Non-Solicitation Following a Transfer 14 

ARTICLE 11 

11.1 

11.2 

11.3 

DEFAULT AND TERMINATION 15 

Termination by Distributor 15 

Termination by Distributor During First Six Months ....^...^ 15 

Mateo's Termination Rights 15 

11.34 Notice; Cure Periods 16 

Mateo 3frM-2(H2 Distributorship Agreement 

PKUm^9050.9

11 .4^ Immediate Termination Rights 16 

11 Obligations Upon Termination 16 

11 .61 Return of Products 16 

11 Warranty Returns 17 

11 .§2 Non-Solicitation of Customers; Covenant Against Competition 

11 .^JO Action in Lieu of Termination 

17 

17 

ARTICLE 12 

12 ,1 

12 .2 

12 ,3 

12 .4 

12 ,5 

12 .6 

H .7 

12 

DISPUTE RESOLUTION 

Arbitration 

Notice of Dispute; Cure Period 

Limitation of Actions; Waiver of Claims 

Powers of Arbitrator 

Disputes not Subject to Arbitration 

Mediation 

No Collateral-Esteppel-eFClass Actions 

Limitation of Damages 

18 

18 

18 

18 

18 

19 

19 

19 

20 

12 ,§£ Waiver of Jury Trials 

12 .^10 Venue and Jurisdiction 

12 ,40IIInjunctive Relief 

12 .4412Severability 

20 

20 

21 

21 

ARTICLE 13 

13 .1 

13 .2 

13 .3 

13 .4 

13 ,5 

13 ,6 

MISCELLANEOUS 

Waiver 

Notices 

Governing Law 

Severability 

Entire Agreement 

Definitions 

21 

21 

21 

21 

21 

21 

21 

ARTICLE 14 

14 .1 

14 .2 

14 .3 

14 .4 

14 .5 

REPRESENTATIONS BY THE DISTRIBUTOR 

Receipt of Completed Agreement and Disclosure Documents 

Investigation by Distributor 

Truth and Accuracy of Representations 

No Representations 

No Warranty of Success 

22 

22 

22 

22 

23 

2323 

Mateo 3W42.Q.1.2 Distributorship Agreement 

3/umQaii2

Exhibit A 

Exhibit B 

Exhibit C 

Exhibit D 

Exhibit E 

Exhibit F 

Exhibit G 

Exhibit H 

Exhibit I 

Exhibit J 

Exhibit K-1 

Exhibit K-2 

Exhibit L 

Exhibit M 

Exhibit N 

Exhibit O 

Exhibit P 

Exhibit Q 

List of Calls and Potential Customer LiBtC-UMQineis. 

[Reserved] 

Installment Promissory Note 

Security Agreement 

Distributor's Purchase-Security Agreement Credit Assignment Agreement 

Addendum and Guaranty to Distributor's Purchase-Security Agreement Credit 

Assignment Agreement 

Purchase Money Security Agreement 

Purchase Money Security - Master Agreement 

End User's Credit Application Subject to Mateo Tools/P.S.A. Credit Approval 

Distributor's Purchase Security Agreement Recourse Credit Assignment Agreement 

Purchase Money Security Agreement - New Tech Recourse 

Purchase Money Security Agreement - Gold Recourse 

Distributor Lease Agreement 

Shop Owner Lease Application 

Equipment Lease Agreement 

Mateo Distributor Business System Software License, Maintenance and Support 

Agreement and Information Form 

Guarantee, Indemnification, and Acknowledgment 

Mateo Tools Web Page Agreement 

Mateo 20 i \ 2QX2 Distributorship Agreement

MATCO TOOLS 


This Distributorship Agreement (this "Agreement") is entered into by and between NMTC, Inc. d/b/a 

Mateo Tools ("Mateo"), a Delaware corporation, and 

(the "Distributor" or "vou"t. 

RECITALS 

Mateo is the manufacturer and distributor of quality tools, tool boxes, and service equipment, and has 

developed a distinctive business system relating to the establishment and operation of Mateo mobile 

distributorships that sell tools, tool boxes, service equipment, and other goods and services, including, 

without limitation, apparel, model cars and other collectible items, and consumables (such as mechanic's 

hand soaps), and such other items that Mateo may in its sole discretion offer (collectively, the "Products") 

to professional mechanics and other businesses which operate from a single location and purchase tools for 

their own use (the "Business System"). 

The Business System is identified by means of certain trade names, service marks, trademarks, logos, and 

emblems, including, the trademarks and service marks "MATCO®" and MATCO® TOOLS (the "Marks"). 

Mateo desires to appoint the Distributor as an authorized Mateo mobile distributor to sell and service the 

Products in a certain geographic area and the Distributor desires to serve in such capacity. 

The Distributor desires to operate a Mateo mobile distributorship in accordance with the Business System 

and the other standards and specifications established by Mateo, including requirements for regular weekly 

customer sales calls, minimum inventory and sales levels, communications and computer software usage 

and other operating requirements. 

In consideration of the mutual promises contained in this Agreement, the Distributor and Mateo agree and 

contract as follows: 

ARTICLE 1 

APPOINTMENT OF DISTRIBUTOR 

1.1 Grant of Distributorship. Mateo grants the Distributor the right, and the Distributor undertakes 

the obligation, on the terms and conditions set forth in this Agreement, to purchase, resell, and service the 

Products as a Mateo mobile distributor under the Business System (the "Distributorship"). 

1.2 List of Calls and Potential Customer List. The Distributor will operate the Distributorship only 

at those locations identified as potential stops along the Distributor's proposed route (the "List of Calls") 

and in the list of Potential Customers (defined in Section 13.6) (the "Potential Customer List"). The List of 

Calls and Potential Customer List are identified and attached to this Agreement as Exhibit A. Unless the 

List of Calls and Potential Customer List is adjusted or modified by Mateo and the Distributor, the 

Distributor may not offer or sell Products to any person, business, entity or other Potential Customer, other 

than those identified in the Potential Cu!:itomor List of Calls. The Distributor acknowledges that: (A) as of 

the date of this Agreement there are a minimum of three hundred twenty-five (325) Potential Customers, 

the location of which will be identified on the List of Calls, (B) there can be no assurance that the Potential 

Customers identified in the Potential Customer List of Calls will actually become Customers (defined in 

Section 13.6) of the Distributor, and (C) the number of actual Customers or Potential Customers identified 

on the P#tefiHal-€H&tetft6i^Li st_o£_C3lis may increase or decrease after the date of this Agreement due to a 

Malco m4-2QJL2 Distributorship Agreement Page 1 3/ummil2 

PK^SW*rM905G.9

variety of reasons^ .which may includ„e^g£gj)^mic changes^cflinpetition, sajes__and service from tlie 

Distributor, businesses that close or reduce staffing levels, and other reasons. Mateo is under no obligation 

l9 sujjplcment thgJUist ofLCalls with aMilional stops or Eatg_ati_a.LCu-Stomers in th_a_QY.gilLth.ejiumber of 

PatentiaLCustomers dêcUnes. It is importantjhalyou review vou.r_Lj.st_ofCans to ma.ke_sure_vo\La.re„sMi 

with it before vou sign vour Distributorship Agreement. We therefore encouraged vou to ride through vour 

List of Calls and identify all of vour shoos and Potential Customers before vou signed tliis Agreement. It is 

and was vour responsibilitv to perform this due diligence. However, if vou requested, a Mateo representative 

was made available to ride with you to assist with this process and answer any questions you might have 

had. Prior to or in conjunction with vour signing this Agreement, vou also must sign a Ride Along 

Acknowledgement that vou either did a ride through of vour List of Calls or chose not to do so. 

1.3 Exclusive Rights. The Distributorship is a business which operates principally from a vehicle, and 

which resells the Products to retail customers who are typically individual professional mechanics or 

businesses which operate from a single location, and who generally purchase the Products for their owo 

useîs authorized to resell the Products to potential purchasers identified on the List of Calls with Potential 

Customers. Except as permitted under Section 1.4, and for so long as the Distributor is in compliance with 

this Agreement, Mateo will not operate, or grant a license or franchise to operate, a Mateo mobile 

distributorship that will be authorized to sell Products to any Potential Customers or-GuatOfflers-identified 

on the Distributor's Potential Customer List of Calls, if such Customers purchase Products at or from the 

business located and identified on the Potential Customer List_Q£(Ialls. 

1.4 Rights Reserved bv Mateo. The Distributor acknowledges and agrees that except for the rights 

expressly granted to the Distributor and provided herein, Mateo retains all rights to sell, and license or 

authorize others to sell. Products to any customers, at any location, and through any channels or methods 

of distribution. Without limiting the foregoing, Mateo retains the following rights, on any terms and 

conditions Mateo deems advisable, and without granting Distributor any rights therein: 

1.4.1 Mateo, and any affiliates, licensees or franchiseesof Mateo, if authorized by Mateo, will 

have the absolute right to sell the Products, directly or indirectly, or through non-mobile distributors, 

including commercial sales representatives, (A) to industrial customers, industrial accounts, and owners of 

vehicle repair businesses (including businesses, entities, govemmental agencies, and others, including those 

which may be listed on the Distributor's List of Calls, but excluding the Potential Customers) who (i) have 

central purchasing functions, or (ii) may purchase and/or acquire special order products designed for 

muhiple-party use, which are not included as part of Mateo's regular or special purchase inventory list, or 

(iii) may purchase Products through a bidding process, such as railroads, airlines, manufacturers, 

govemmental agencies and schools, (B) to industrial and multiple-line and multiple brand wholesale 

distributors who may resell such Products to any potential purchaser or customer, including the Customers; 

and (C) to vocational and frainingschools and programs, and to the students and employees of such schools 

and programs. 

1.4.2 Mateo, and any affiliates, licensees or franchiseesof Mateo, if authorized by Mateo, will 

have the absolute right to sell the Products through (A) mail orders, telephone orders, and the use of 

catalogs distributed to potential customersr Hncluding Distributor's Potential Customers and Customers^ 

(B) any current or future means of electronic commerce, including the Intemet and Mateo's website, and 

(C) at special and/or temporary venues (including race tracks, and other motor sports events). 

1.4.3 Mateo, and any present or fiitureaffiliates of Mateo, may manufacture and/or sell products 

that are the same as or similar to the Products, and Mateo's present or fijture affiliates may sell such 

products directly, or indirectly through wholesalers, suppliers, distributors or others, to potential customers 

who are the same as or similar to the Distributor's Potential Customers and Customers. Mateo and the 

Distributor acknowledge and agree that Mateo has no control over the sales or distribution methods or 

Mateo m+2Qi2 Distributorship Agreement Page 2 VUmmXl

operations of its affiliates, and that Mateo has no liability or obligations to the Distributor due to any sales 

or distribution activities of Mateo's affiliates. 

1.5 Understandings and Acknowledgments. Mateo and the Distributor acknowledge and agree that 

Mateo shall have no liability or obligation to the Distributor if any Customer or Potential Customer of the 

Distributor purchases or receives Products or competitive products through any method or channel of 

distribution described in Section 1.4, or otherwise reserved to Mateo. Further, the Distributor and Mateo 

acknowledge and agree that notwithstanding Section 1.3, Mateo has in the past granted (A) distributorships 

that do not have any territorial restrictions or limitations on the distributor, and (B) distributorships that 

have territories in which the distributor is not limited to selling Products to a specified number of 

customers. Mateo shall use its reasonable efforts to deter such distributors, and other distributors, from 

selling Products to Potential Customers on the Potentia^Gust&irBef-ListjafjCalk, but Mateo cannot and does 

not provide the Distributor with any guaranty or assurance that such distributors will not offer and sell 

Products to the Distributor's Potential Customers. 

1.6 Spouse. Mateo, Distributor, and Spouse (defined below) acknowledge and agree that Mateo has 

granted the rights under this Distributorship Agreement to Distributor based in part on Distributor's 

application and Distributor's promise and covenant that the person identified on the signature page of this 

Agreement as "Distributor," will operate the Mateo TrucldVIobile Store and conduct the daily operations of 

the Distributorship. Distributor has designated the person identified on the signature page of this 

Agreement as "Spouse," as the person who will assist Distributor with certain aspects of the operation of 

the Distributorship. Mateo, Distributor, and Spouse further acknowledge and agree that both Distributor 

and Spouse are hable for the financial obligations and debts of Distributor and the Distributorship, and are 

responsible individually for compliance with this Agreement and for causing Distributor to comply with 

this Agreement. Without limiting the foregoing. Distributor and Spouse acknowledge and agree to be 

individually bound by all of the terms of this Agreement, including, in particular, those contained in 

Section 3.11, Article 9, aii4"Section 11.^9, and Article 12. 

ARTICLE 2 

TERM OF AGREEMENT: DISTRIBUTOR'S OPTION TO REACOUIRE 

DISTRIBUTORSHIP 

2.1 Term. The term of this Agreement will be for ten years, commencing on the date of this Agreement 

(the "Term"). This Agreement will not be enforceable until it has been signed by both the Distributor 

and Mateo. 

2.2 Distributor's Option to Reacquire Distributorship. At the end of the Term of this Agreement, 

the Distributor will have the right, at his option, to reacquire the Mateo Distributorship, and execute a 

successor Distributorship Agreement, to serve the existing Customers identified in ExfebiteExhibit A-imd 

for an additional ten year period, provided the Distributor complies in all respects with the following 

conditions: (A) the Distributor has given Mateo written notice at least one hundred eighty days, but not 

more than one year, prior to the end of the Term of this Agreement of his intention to reacquire the Mateo 

Distributorship; (B) the Distributor has complied with all of the material terms and conditions of this 

Agreement, has materially complied with Mateo's operating and quality standards and procedures, and has 

timely paid all monetary obligations owed to Mateo throughout the Term of this Agreement; (C) the 

Distributor has been in strict compliance with this Agreement and the policies and procedures prescribed by 

Mateo for (i) the six-month period prior to the Distributor's notice of its intent to reacquire a successor 

Mateo Distributorship, and (ii) the six-month period prior to the expiration of the Term of this Agreement; 

(D) the Distributor has agreed, in writing, to make the reasonable capital expenditures necessary to update, 

modemize, and/or replace the Mateo TmckMobile Store and equipment used by him in his Mateo business 

to meet the then-current specifications and the general image portrayed by the Mateo Business System; (E) 

Mateo 2»442fll2 Distributorship Agreement Page 3 3/-H/44Q9/12 

PK^sm^^mms

the Distributor agrees to sign and comply with the then-current standard Distributorship Agreement then 

being offered to new distributors by Mateo at the time the Distributor elects to exercise his option to 

reacquire the Mateo Distributorship; and (F) the Distributor and Mateo have signed a joint and mutual 

general release of all claims each may have against the other. 

ARTICLE 3 

DISTRIBUTOR'S DUTIES AND OBLIGATIONS 

3.1 Promotion of Distributorship. The Distributor will on a full-time basis diligently promote, 

market, and work to increase Product sales, to increase the Customer base, and to provide quality service 

and warranty support to the Customers. 

3.2 Restrictions on Sales. The Distributor will only sell Products and other merchandise approved by 

Mateo, and will not sell^ any products, tools, equipment or other merchandise which are competitive with 

any of the Products, except for items that are traded-in by the Distributor's Customers, without Mateo's 

prior written consent. Further, the Distributor shall not offer for sale, sell, or distribute any product not 

approved in advance by Mateo (including, for example, hazardous materials, pomographic materials, or 

products not related to the Distributor's business) and shall discontinue the offer, sale, or distribution of 

products promptly upon notice from Mateo. The Distributor may not operate the Distributorship or sell any 

Products to any person, entity, or business, or at any location not identified on the Potential Customer List, 

even if such Potential Customer or location is adjacent to, or near, a location on the Distributor's List of 

Calls or Potential Customer List, nor may the Distributor sell Products to any Customer of the Distributor 

who moves to a location or business not identified on the Potential Customer List. 

3.3 Inventorv. The Distributor will (i) at all times maintain a minimum inventory of Products equal to 

or in excess of the New Distributor Starter Inventory; (ii) on a weekly basis, purchase Products from Mateo 

in an amount not less than ^1,80% of the "National Distributor Purchase Average;^!l(flr "NDPA"! or (h) 

80% of the "District Distributor Purchase Average" (or "DDPA"1 for the Distributor's district, whichever is 

lower, based on Distributor's 12-month rolling average, or, if Distributor has been operating the 

Distributorship for less than 12 months, based on Distributor's year-to-date average; and (iii) maintain a 

minimum of a 60% ratio of a calculation of the Distributor's year-to-date purchase average divided by the 

Distributor's year-to-date sales average. 

3.4 Weeidv flfld^Vk>athly-CustomerSales Calls and Sales Meetings. To ensure high quality service, 

the Distributor will make personal sales calls to at least 80% of the Distributor's Potential Customers-each 

week, in addition, the Distributor will make personal sales calls to each of his Potential Customers at least 

once each month.each of the stops, shops or locations on the Distributor's List of Calls everv week. The 

Distributor will also attend at least 80% of district sales meetings that Mateo schedules in or for 

Distributor's district each year for its distributors and district managers. Mateo expects to schedule a 

district sales meeting approximately once every five weeks, provided, however, that Mateo may modify the 

frequency and timing of the meetings upon prior notice. Failure to comply with the weekly and monthly 

sales calls requirements or sales meeting requirements described in this Section 3.4 shall be a material 

default under this Agreement, and shall be grounds for termination under Section 1 l.Svl^ If the Distributor 

fails to make personal sales calls to at leant 80?(i of his Potential C'ur>tomerii for three weekg out of any ten 

week periodeac.h„shop^sLop, or #1iic.a.t.ianjon the Distributor fails to make personal sales calh to each of his 

Potential Customers at least once each month for tliroo consecutive monthsList of Calls at least weekly, or 

if the Distributor fails to attend at least 80% of the district sales meetings in any 12-month period, then 

Mateo may, in lieu of termination of this Agreement, terminate, reduce, or modify in all respects the 

Distributor's exclusive rights under Section 1.3 of this Agreement, immediately upon written notice from 

Mateo to Distributor, and Mateo will have the absolute right to adjust the territory, the List of Calls or 

Potential Customers accordingly or appoint or permit one or more other distributors to sell Products to the 

Mateo 20442012 Distributorship Agreement Page 4 VUm^mi 

PK J.4mirM9050.9

Distributor's Potential Customers, or to sell directly or indirectly, itself or through affiliate, Products to the 

Distributor's Potential Customers. 

3.5 Time Payment Reserve Account. Mateo acknowledges having received from the Distributor a 

deposit for the Distributor's Time Payment Reserve Account in the amount designated by Mateo, which 

will be administered in accordance with Mateo's Time Payment Reserve Account policies. 

3.6 Mateo TrucliMobile Store: Uniforms. The Distributor must purchase or lease a Mateo 

Tfu^Mobile Store, of the type and from a dealer or supplier approved by Mateo, prior to beginning 

operations of the Distributorship. The Distributor will use the name MATCO TOOLS®, the approved logo 

and all colors and graphics commonly associated with the Mateo Business System on the Mateo 

^feiekMobile Store in accordance with Mateo's specifications. The Distributor will keep the interior and 

exterior of the Mateo TruckMobile Store in a clean condition and will keep the Mateo TruckMobile Store 

in good mechanical condition. The Mateo TruckMobile Store must be used solely for the operation of the 

Distributor's Mateo business. The Distributor must wear Matco-approved uniforms, as prescribed by 

Mateo periodically, while operating the Distributorship. The Distributor is required to maintain a 

professional appearance at all times and be clean and well groomed while making calls on Potential 

Customers. 

3.7 Computer: Software: Data. The Distributor will purchase or lease a new (not previously owned 

or refurbished) computer system that complies with the specifications established by Mateo (and that 

Mateo may update periodically), will sign the Mateo Distributor Business System Software License, 

Maintenance and Support Agreement (the "Software License Agreement") (Exhibit 0) as may be modified 

from time to time, and will pay the required software license fees and annual maintenance support fee set 

forth in the Software License Agreement. The Distributor shall comply with all of Mateo's standards and 

specifications for computer hardware, software, and communications, and the Distributor shall update its 

computer hardware, software, and communications to comply with any new or changed standards or 

specifications established by Mateo. The Distributor agrees to use all of the features of the Mateo software 

in operating the Distributorship, including, without limitation, the order entry, inventory, accounts 

receivable and reporting features. The Distributor will communicate with Mateo, and will transmit to, and 

receive documents from, Mateo, electronically, in the manner specified by Mateo in the Manual (defined 

below) or as directed by Mateo through the Mateo Distributor Business System. Except for the Mateo 

Distributor Business System software, the Distributor will have sole and complete responsibility for: (a) the 

acquisition, operation, maintenance and upgrading of the computer system in order to maintain compliance 

with Mateo's current standards as they may be modified from time to time; (b) obtaining and maintaining 

access to the Intemet through a subscription with an Intemet service provider or a then-current 

technologically capable equivalent in accordance with Mateo's standards (which is currently high-speed 

Intemet access through cable, DSL, or high-speed cellular); (c) the manner in which the Distributor's 

system interfaces with Mateo's computer system and those of other third parties; and (d) any and all 

consequences that may arise if the Distributor's system is not properly operated, maintained, and upgraded. 

All data provided by the Distributor, uploaded to Mateo's system from the Distributor's system, and/or 

downloaded from the Distributor's system to the Mateo system is and will be owned exclusively by Mateo, 

and Mateo will have the right to use such data in any manner that Mateo deems appropriate without 

compensation to the Distributor. In addition, all other data created or collected by Distributor in connection 

with the Mateo Distributor Business System, or in connection with the Distributor's operation of the 

business, is and will be owned exclusively by Mateo during the term of, and following termination or 

expiration of, the Agreement. Copies and/or originals of such data must be provided to Mateo upon 

Mateo's request. 

3.8 New DistributorMatco Business System Training TMBSTI Program. The Distributor must 

successfully complete the "New DistributorMatco Business Svstem Training CMBST1 Program," as defined 

Mateo 34m-2012 Distributoiship Agreement Page 5 VUnW9/l2 

PK^4mh&i905Q.9

in Section 4.1, before operating the Distributorship. If the Distributor owns more than one Mateo 

Distributorship, then the New DistributorMatco Business Svstern TrainingjMBST} Program must be 

successfully completed by the Operator who will operate the Distributorship to whieh this Agreement 

relates before the Distributorship opens for business. Mateo may provide additional training and 

certification for its distributors from time to time and the Distributor (and the Operator, if applicable) will 

attend this training and will complete the certification procedures designated by Mateo. At its option, 

Mateo may require distributors to pay all or some portion of the cost of providing any such future 

additional training and/or certification procedures. Distributor-will be^ required to attend a minimum of 

80% of the Mateo scheduled district sales meetings for the Distributor's district in any 12 month period. 

3.9 Compliance with Laws. The Distributor and all of his employees will comply with all federal, 

state and local laws, ordinances, mies, orders and regulations applicable to the operation of the 

Distributorship, including all ft-afficand safety regulations. The Distributor will file all federal and state tax 

retums and will timely pay all federal withholding taxes, federal insurance contribution taxes, and all other 

federal, state, and local income, sales and other taxes. 

3.10 Compliance with Manual. The Distributor will operate the Distributorship in conformity with the 

operating procedures and policies established in the Mateo Confidential Operating Manual (the "Manual"), 

or otherwise in writing. Mateo will loan the Distributor a copy of the Manual when the Distributor begins 

the New DistributorMatco Busine„ss__System Training (M.EST)_Program. Mateo reserves the right to 

provide the Manual electronically or in an electronic or computer-readable format, for example, via the 

Mateo Distributor Business System or another method, or on a CD. 

3.11 Payment Obligations. The Distributor will timely pay all amounts owed to Mateo for Product 

purchases and under any credit agreement, promissory note, or other agreement relating to the 

Distributorship. All payments shall be made in accordance with Mateo's instmctions and Operations 

Manual, including payments by telephone and electronic funds transfer, as described in Section 6.4 below. 

3.12 Management of Distributorship. The Distributor will be responsible for managing all aspects of 

the Mateo Business, including sales, collection of accounts receivable, purchases, inventory management, 

and hiring of Operators, if permitted by Mateo. The Distributor may not hire Operators, managers or 

drivers, or delegate any of his/her duties and obligations under this Agreement, unless approved in writing, 

in advance, by Mateo. Notwithstanding our Business System standards, some of which address safety, 

security, and related matters, these matters are solely within the Distributor's control, and the Distributor 

retains all responsibility for these matters in the operation of the Distributorship. 

3.13 Mateo's Inspection Rights. The Distributor will: (A) permit Mateo and its agents to inspect the 

Distributor's Mot^ê-Î^H^kMobile Store and observe the Distributor's business operations at any time 

during normal business hours, (B) cooperate with Mateo during any inspections by rendering such 

assistance as Mateo may reasonably request, and (C) immediately, upon written notice from Mateo^ take 

the steps necessary to correct any deficiencies in the Distributor's business operations. 

3.14 Use of the Internet. The Distributor specifically acknowledges and agrees that any Website (as 

defmed below) will be deemed "advertising" under this Agreement, and will be subject to (among other 

things) Mateo's approval under Section 7.4 below. (As used in this Agreement, the term "Website" means 

an interactive electronic document, contained in a network of computers linked by communications 

software, that the Distributor operates or authorizes others to operate and that refers to the Distributorship, 

the Marks, Mateo, and/or the Business System. The term Website includes, but is not limited to, Internet 

and World Wide Web home pages.) In connection with any Website, the Distributor agrees to the 

following: 

Mateo 2W42Q12 Distributorship Agreement Page 6 VUmOMl 

PKmrm^>m5SLS.

3.14.1 Before establishing the Website, the Distributor will submit to Mateo a sample of the 

Website format and information in the form and manner Mateo may reasonably require. 

3.14.2 The Distributor may not establish or use the Website without Mateo's prior written 

approval. 

3.14.3 In addition to any other applicable requirements, the Distributor must comply with Mateo's 

standards and specifications for Websites as prescribed by Mateo from time to time in the Manual or 

otherwise in writing. If required by Mateo, the Distributor will establish its Website as part of Mateo's 

Website and/or establish electronic links to Mateo's Website. As of the date of this Agreement, Mateo has 

established a Website for the entire system, and has offered Distributor a web page (or subpage) on 

Mateo's Website. Distributor shall execute Mateo's "Mateo Tools Web Page Agreement" (attached as 

Exhibit Q hereto), which permits Distributor to have its own subpage on Mateo's website. Distributor shall 

pay all appropriate fees under the Mateo Tools Web Page Agreement, and shall comply with Mateo's web 

policies as they may be modified from time to time. 

3.14.4 If the Distributor proposes any material revision to the Website or any of the information 

contained in the Website, the Distributor must submit each such revision to Mateo for Mateo's prior written 

approval as provided above. 

3.15 Substance Abuse and Drug Testing. The Distributor acknowledges and agrees that driving a 

Mateo TruckMobile Store in an unsafe manner, or under the infiuence of alcohol or illegal dmgs is 

potentially hazardous to the Distributor and to third parties, may cause physical injury to the Distributor 

and/or to third parties, and is a violation of law and a violation of Mateo policies. In addition, such actions, 

and/or illegal or unauthorized operation of the ^puekMobile Store and/or the Distributorship, may injure or 

harm the Marks and the goodwill associated with the Marks. The Distributor agrees not to drive or operate 

the fetekMobile Store under the influence of alcohol or illegal drugs and not to use or ingest illegal dmgs 

at any time. Mateo may, from time to time, upon notice to the Distributor and subject to compliance with 

applicable law, require that the Distributor submit to, and undergo periodic or random dmg and/or alcohol 

testing at a facility, clinic, hospital or laboratory specified by Mateo, at a reasonable distance from the 

Distributor's home, within the time period specified by Mateo, which shall not be less than two (2) days, 

nor more than five (5) days following Mateo's notice. Mateo will bear the cost of any testing or lab fees. 

The Distributor's failure to submit to the testing, or the failure to pass the testing and analysis^ will be 

grounds for immediate termination of the Distributorship, upon notice fromMateo. 

3.16 Computer Transactions. The Distributor must use his/her/its best efforts to timely and accurately 

enter and maintain, in its entirety, all business pertinent data on the MDBS business system relative to the 

operation of the Distributorship, including but not limited to customer data, product data, sales, returns, 

warranty and payments. Transactions must be completed in strict compliance with Mateo's standards, 

specifications and procedures, and any unauthorized adjustments, or non-compliant use or recordation of 

transactions (or failure to accurately record transactions)}j. are prohibited. 

3.17 Document Processing. In consideration of Mateo's time and expense to prepare franchise and 

financial documents in cormection with Distributor's execution of this Agreement and related documents, 

and if necessary, for Mateo to file such documents with appropriate government agencies, Distributor must 

pay Mateo a document processing fee of $99, on or before signing the Agreement. 

3.18 Late Fee. The Distributor must pay for all Product purchases, and all charges, fees and other 

amounts in a timely manner, as required by this Agreement and any related or ancillary documents or 

agreements. Product purchases and other fees and charges will be charged to the Distributor's Open 

Purchase Account ("OPA"). If the Distributor fails to make a payment within 21 days of the date of an 

Mateo 2W-2QI2 Distributorship Agreement Page 7 3/44.^40^2

invoice from Mateo, Distributor's OPA will be deemed delinquent. Mateo may assess a late fee of 5% of 

the overdue balance per week, with a maximum late fee, per week, of $100. 

ARTICLE 4 

MATCO'S DUTIES 

4.1 New OistributorMatCQ Busiwess System Training (MBST) Program. Mateo will provide a 

classroom training program to the Distributor and, if applicable, the Operator, in Stow, Ohio, or at such 

other location as may be designated by Mateo, to educate, familiarize and acquaint the Distributor and the 

Operator with the Mateo Business Systems. The training will include instmction (and, in some instances, 

may include training by videotape, computer-based training modules, or interactive video) on basic 

business procedures, purchasing, selling and marketing techniques, customer relations, basic computer 

operations, and other business and marketing topics selected by Mateo. After completion of the classroom 

training, hands-on training on the Distributor's tmekMobile Store will be provided by Mateo. The 

classroom training at Stow, or other designated location, together with the on-the-tmck training comprises 

Mateo's "New DistributorMatco Business System Training fMBST"^ Program." The Distributor and the 

Operator must successfully complete the classroom training prior to commencing business operations. The 

classroom training will be scheduled by Mateo in its sole discretion and will be for a minimum of seventy 

hours. The Distributor must pay lodging and travel costs for attendance at the classroom training program. 

Currently, Mateo has negotiated group lodging and meal accommodations and rates for distributors while 

attending the classroom training program. Lodging is located near Mateo's headquarters, Cleveland 

Hopkins Intemational Airport, and/or Akron-Canton Regional Airport. The Distributor will be responsible 

for all expenses (except for scheduled travel to and from the airport and for daily travel to and from 

Mateo's headquarters) incurred during classroom training programs. Lodging and meal costs will be billed 

directly to the Distributor's Open Purchase Account. If ê Distributor or initial Operator elects to bring 

their respective Spouse, Mateo will charge a flat fee in the amount of two hundred ninety-five dollars 

($295.00) for food, lodging, and local transportation. The Distributor will pay all other expenses incurred 

by the Distributor, the Operator, and, if applicable, their Spouse(s), Operator in connection with the 

attendance and/or participation of the Distributor and the Operator in Mateo's New DjstributorMal£fl 

Business System Training (MBST) Program, including the Operator's salary and fringe benefits. 

4.2 Field Training. Following the Distributor's successful completion of the classroom portion of 

Mateo's New DistributorMatco Business Svstem Training_(MBST1 Program, a regional trainer, and/or a 

regional or district manager designated by Mateo (the "Designated Trainer") will assist and advise the 

Distributor in the operation of his Mateo business for a minimum of eighty hours over a six-week period. 

This assistance may include approximately one week of training prior to or after the Distributor's 

classroom training, approximately one week of training during the period that the Distributor commences 

sales activity, in conjunction with the Distributor's initial sales calls to Potential Customers and locations 

identified on the List of Calls and Potential Customer List, and a final phase of training during a period 

following the Distributor's first week of operations. The Designated Trainer will make sales calls with the 

Distributor and will provide training and assistance to the Distributor relating to purchasing, selling and 

marketing techniques, customer relations, computer operations. Product knowledge and other topics 

relating to the Distributor's operation of the Distributorship. 

4.3 Periodic Meetings. Mateo will schedule periodic meetings with Mateo personnel and other 

distributors for additional training. Product updates and business seminars. The Distributor must attend at 

least 80% of the Matco-scheduled district sales meetings for its district in any 12-month period. 

4.4 Hiring of New Operator. In the event the Distributor desires to hire an Operator to operate an 

additional 44ûekMobile Store, the Distributor must notify Mateo of such intent, and obtain Mateo's prior 

written authorization and approval to hire or engage an Operator. If the new Operator has not successfully 

Mateo 30442012 Distributorehip Agreement Page 8 3/44^4409/12

completed the Now DistributorMatco Business Svstem Training (MBST) Program prior to hiring by the 

Distributor, then the new Operator will be required to successfully complete the New DistributorMatco 

B-Hsingss Svstem Training (MBST) Program prior to operating the Distributorship. Mateo will not charge a 

training fee for training the new Operator, but the Distributor will pay all travel, room and board, living and 

other expenses in connection with the new Operator's attendance and/or participation in Mateo's New 

DistributorMatco Business Svstem Training fMBSTl Program. Additionally, the Distributor will pay the 

Operator's salary and fringe benefits. 

ARTICLE 5 

THE PARTIES' RELATIONSHIP 

5.1 Independent Contractor. The Distributor is and will hold himself out to be an independent contractor, 

and not an agent or employee of Mateo. The Distributor is not authorized: (A) to sign in the name 

of Mateo (or on its behalf) any contract, check, note, or written instmment; (B) to pledge the credit of 

Mateo; (C) to bind or obligate Mateo in any way; or (D) to make any promise, warranty, or representation 

on Mateo's behalf with respect to the Products or any other matter, except as expressly authorized in 

writing by Mateo. 

5.2 Financial Records and Reports. The Distributor will keep complete and accurate books, records, 

and accounts of all financial and business transactions and activities relating to the Distributorship, and will 

permit Mateo and its representatives to audit the books, records and accounts during regular business hours 

during the Term of this Agreement and for one year after termination or expiration of this Agreement. The 

Distributor's books, records and accounts will be in the form designated by MatcOj and the Distributor will 

use the chart of accounts designated by Mateo for all financial statements. The Distributor will submit to 

Mateo, on a weekly basis, such business reports as Mateo may designate in writing. Mateo may request 

that the Distributor provide to Mateo, within 90 days of the Distributor's fiscal year end, a physical 

inventory which must be verified by a Mateo District Manager, and an annual financial statement prepared 

in a format that Mateo may designate. Once a physical inventory is completed. Distributor must adjust his 

books and MDBS reports to reflect the verified physical inventory numbers. Mateo may require that the 

financial statements include a profit and loss statement, a balance sheet, a cash flow statement and/or other 

information. Depending upon Distributor's overall business health and compliance with the terms and 

conditions of this Agreement, Mateo may waive this physical inventory requirement and/or may extend the 

frequency to a bi-annual basis. The Distributor must properlv register for its/his/lier sales tax filing in 

its/his/lier appropriate state and provide Mateo with a pronerlv executed exenimioiLgeiti^cals. 

5.3 Insurance. The Distributor will purchase and maintain comprehensive general liability insurance 

covering bodily injury and property damage with minimum coverage of $2,000,000, and vehicle liability 

insurance coverage for the Mateo TruckMobile Store with minimum coverage of $2,000,000, insuring both 

the Distributor and Mateo against any loss, liability, damage, claim or expense of any kind whatsoever, 

including claims for bodily injury, personal injury and property damage resulting from the operation of the 

Distributorship or the operation of the Mateo TruckMobile Store or any other vehicle used in connection 

with the Distributorship. In addition, the Distributor will purchase and maintain propertyall risk inland 

marine insurance coverage with limits of at least "replacement" cost for the Mateo TrucêMobile Store and 

the Products, cargo, computer system and equipment used in connection with the Distributorship, and will 

purchase and pay for any and all other insurance required by law. All insurance policies maintained by the 

Distributor will: (A) name Mateo as an additional named insured, (B) provide that Mateo will receive 

copies of all notices of cancellation, nonrenewal or coverage change at least thirty days prior to the 

effective date, and (C) require the insurance company to provide and pay for legal counsel to defend any 

claims or actions brought against the Distributor or Mateo. Additional requirements conceming the 

insurance to be obtained and maintained by the Distributor, if any, may be designated by Mateo from time 

to time in writing. If Distributor does not obtain and maintain the proper insurance coverage, Mateo may 

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purchase said insurance on Distributor's behalf and charge Distributor's Open Purchase Account for the 

premium paid. 

5.4 Indemnification. The Distributor will indemnily and hold Mateo harmless from any claims, 

damages, judgments and losses, including attorney's fees, arising out of, from, in connection with, or as a 

result of the Distributor's operation of the Distributorship and the business conducted under this 

Agreement, the Distributor's breach of this Agreement, the Distributor's neghgence, or any acts or 

omissions of the Distributor in connection with the operation of the Distributorship including, without 

limitation, claims, damages, judgments and losses arising from any unauthorized statements, 

representations or warranties made by the Distributor with respect to the Products, and those alleged to be 

caused by Mateo's negligence, unless (and then only to the extent that) the claims, damages, judgments, 

and losses are determined to be caused solely by Mateo's gross negligence or willfiji misconduct according 

to a final, unappealable mling issued by a court or arbitrator of competent jurisdiction. 

5.5 Exercise of Mateo's Judgment. Mateo has the right to operate, develop, and change the Business 

System in any manner that is not specifically precluded by this Agreement. Whenever Mateo has reserved 

in this Agreement a right to take or withhold an action, or to grant or decline to grant the Distributor a right 

to take or omit an action, except as otherwise expressly and specifically provided in this Agreement, Mateo 

may make its decision or exercise its rights on the basis of the information readily available to it, and 

Mateo's judgment of what is in its best interests and/or in the best interests of its franchise network, at the 

time the decision is made, without regard to whether other reasonable or even arguably preferable 

alternative decisions could have been made by Mateo and without regard to whether Mateo's decision or 

the action Mateo takes promotes its financial or other individual interest. 

ARTICLE 6 

PRODUCTS 

6.1 Sale and Purchase of Products. Mateo will sell and the Distributor will buy the Products from 

Mateo at the prices and on the terms established and published by Mateo from time to time. Distributor 

will not purchase or attempt to purchase any products, including Products, directly from vendors supplying 

products to Mateo, or from vendors or other sources that may or may not sell to or supply products to 

Mateo or its distributors. Prices and terms applicable to each order placed by the Distributor will be those 

in effect on the date the order is accepted by Mateo. Mateo reserves the right to add or delete Products, 

make changes to the Products, increase Product prices, and adjust the prices, terms, and discounts for the 

Products, without notice or liability to the Distributor, at any time. 

6.2 Prices of Products. The Distributor will have the absolute right to determine the prices at which 

the Products are sold to the Distributor's Customers. If Mateo institutes and implements a discount 

program, incentive program, coupon program, or other product sales or marketing program, the Distributor 

must comply with the program, and honor all authorized coupons, gift cards, gift certificates, and 

incentives. 

6.3 Initial Inventorv. Upon execution of this Agreement, the Distributor will place an order with 

Mateo for the New Distributor Starter Inventory. The Distributor will pay Mateo for the New Distributor 

Starter Inventory upon execution of this Agreement. Shipment of the New Distributor Starter Inventory 

will be made to the Distributor within 28 days of the date of this Agreement. 

6.4 Electronic Funds Transfers. All payments to Mateo by the Distributor on any promissory note or 

for the purchase of Products and other goods and services will be made by electronic funds transfers in 

accordance with the instmctions by Global Payment Systems contained in the Manual. The Distributor 

Mateo a»y-2.0.J2 Distributorship Agreement Page 10 3/44f44QM2 

PK zsmh44905().9

will, from time to time during the Term of this Agreement, sign such documents as Mateo may request to 

authorize the Distributor's bank to transfer the payment amounts designated by the Distributor to Mateo's 

bank. 

6.5 Standard Payment Terms. Mateo's standard payment terms for Products sold to the Distributor 

are "payment due upon receipt of invoice." If the Distributor fails to make any payment to Mateo for 

Products in a timely manner, then Mateo may require full or partial payment in advance or seek other 

assurances of performance, including, but not limited to, reducing credit limits and/or placing the 

Distributor on credit hold prior to shipping any additional Products to the Distributor. Mateo may assess 

late fees on the overdue amounts, as provided for in Section 3.18 above. 

6.6 Security. The Distributor hereby grants Mateo a security interest in all of the Distributor's 

Products, accounts receivable and other assets to secure any unpaid credit or financing provided to the 

Distributor and the Distributor will sign such security agreements, financing statements and other 

documents as Mateo may request to legally perfect its security interest. 

6.7 Shipment. The Distributor will be entitled to one qualifying shipment of Products per week from 

Mateo's warehouse, freight prepaid by Mateo, if the Distributor has complied with Mateo's mles and 

policies regarding the placement and payment of orders for Products. Mateo will ship Products "FOB" 

from Mateo's warehouse, freight prepaid, but the title to the Products, and the risk of loss, will pass to 

Distributor as soon as the Products are delivered to the carrier at Mateo's warehouse. Prepaid freight 

shipments will not accumulate if the Distributor fails to request a shipment for any particular week. 

Additional shipments, special orders, shipments to addresses other than the Distributor's normal business 

address, and orders not made in compliance with Mateo's standard order input procedures, will be shipped 

from Mateo's warehouse, freight collect, unless otherwise agreed to in writing by Mateo. 

6.8 No Right To Withhold or Offset. The Distributor will not withhold any payment due to Mateo 

because of any damage to the Products caused during transportation from Mateo to the Distributor or as a 

result of any legal or other claims the Distributor may allege against Mateo. The Distributor will not deduct 

any charges for services, parts, or other items from any payments due to Mateo until such charges have 

been agreed to in writing by Mateo. 

6.9 Acceptance of Orders/T'orce Majeure. All Product orders placed by the Distributor will be subject 

to acceptance by Mateo. Mateo will, with reasonable diligence_and subject to Section_6^, execute all 

accepted Product orders received from the Distributor. However, Mateo expressly reserves the right at any 

time to defer, postpone or forego any shipments of Products on account of procedures or priorities established 

by any state, federal or local govemment or because of production failures, strikes or other labor 

disturbances, inability or delay in obtaining raw materials or other supplies, floods, fires, accidents, wars, 

incidents of terrorism or other causes or conditions beyond the control of Mateo, and Mateo will not be 

liable to the Distributor for any damages or loss of profits caused by such delay in executing or failing to 

execute such orders. 

6.10 Taxes. The Distributor will pay, in addition to the prices specified for the Products pursuant to 

Mateo's then current price list, all applicable federal, state, local and govemmental taxes applicable to the 

Distributor's purchase of the Products. 

6.11 Risl^ of Loss. After any Products ordered by the Distributor have been identified in such order, the 

risk of loss will at all times be home by the Distributor. The Distributor will be responsible for making all 

claims against the carrier for damages to the Products and for all other losses. 

Mateo 3«442fll2 Distributorship Agreement Page 11 3/44^05/12 

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ARTICLE 7 

TRADEMARKS, TRADE NAMES AND PATENTS 

7.1 Grant of License. Mateo grants to the Distributor a non-exclusive, non-transferable right and 

license to use the Marks in the normal course of operadng the Distributorship. The Distributor will only 

use the Marks in connection with the sale of the Products sold pursuant to the Business System and the 

terms of this Agreement. 

7.2 Rights of Mateo. The Distributor will not take any action which is adverse to Mateo's right, title 

or interest in the Marks or Mateo's pending or issued patents for various inventions and Products. The 

Distributor will not register or attempt to register the Marks or apply for any patent rights for the Products. 

The Distributor ftirther agrees that nothing in this Agreement will give the Distributor any right, title or 

interest in the patent rights or Marks other than the right of use in accordance with the terms of this 

Agreement. The Distributor acknowledges the validity and Mateo's exclusive ownership of the Marks and 

the patent rights and agrees that any improvements made by the Distributor relating to the Marks or the 

Business System, as well as any and all goodwill resulting from the Distributor's use of the Marks pursuant 

to this Agreement, will inure solely to the benefit of Mateo. 

7.3 Conditions to Use of Marks. The Distributor will not have the right to sublicense, assign or transfer 

its license to use the Marks. The Distributor will not use the Marks as part of its corporate or other legal 

name, or as part of any e-mail address, domain name, or other identification of the Distributor in any 

electronic medium. The Distributor will use the Marks only in the form and manner and with the 

appropriate legends as prescribed from time to time by Mateo. The Distributor will modify its use of the 

Marks from time to time in the manner designated in writing by Mateo. The Distributor will sign all 

documents deemed necessary by Mateo to obtain or maintain protection for the Marks. 

7.4 Approval of Printed Materials. The Distributor will obtain Mateo's prior written approval for the 

use of the Marks in any advertising, promotional or other printed materials. 

7.5 Defense of Actions. The Distributor will give Mateo immediate written notice of any claim made 

by any party relating to the Marks or the Business System and will, without compensation, cooperate in all 

respects with Mateo in any legal proceedings involving the Marks or the Business System. Mateo will 

have the sole and absolute right to determine whether it will commence or defend any litigation involving 

the Marks or the Business System, and will, at its expense, control and conduct any litigation involving the 

Marks. If the Distributor is named as a defendant in any action involving the Marks or the Business 

System solely because the plaintiff is alleging that the Disfributor does not have the right to use the Marks, 

then if the Distributor gives Mateo written notice of the action within ten days after the Distributor receives 

notice of the claim, Mateo will assume the defense of the action and will indemnify and hold the 

Distributor harmless from any and all damages assessed against the Distributor in connection with the 

action. 

ARTICLE 8 

WARRANTY AND TOOL RETURNS 

8.1 Warranty Policy. All Mateo Products are subject to the warranty and liability limitations of the 

written Product warranty of Mateo (the "Mateo Warranty"). MatcoisJWar^^^^ which__niay_cha.nge 

over time, provides, generally, that anv Product that is branded with the "Mateo" name is warranted against 

defects in materials and workmanship. Mateo, or one of its authorized representatives, will, at Mateo's 

option, repair orxQULac^flv tmLoL-BarLthat is subject to the warranty without chargeîf the dxfeci_oi: 

malfunctioning tool or part is retumed to Mateo or its representative, shipping prepaid. There are certain 

limitations under the Mateo Warranty, anjLtlie Distributor must read and understand the warranty policies. 

Mateo 24442012 Distributoiship Agreement Page 12 3/UÛQm2 

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The Di^ributor must follow Mjiloo's policies andjarflcedjxgs regarding retumingjijols for warranty claims. 

ArnQng--th_e procedures that the Distributor must follow is the requirement to send back the products with 

thjLaDBLQBriMejiapgrwork, pLQdux.L-SP-ec_ifi cat ions. Qfldes„and other reauixgjLin.fiirjnalim,_In-a.dd^ 

niltLibulor imsjt^.ay_aJjJrdjihLa.n.d„^ 

Dmdu(;Lta^_atm_Jn_jniist_c.ases. 

Mateo will pay the shipping and freight costs to send the Distributor a new or repaired tool, part or product. 

Also, there are certain warranty service functions that the Distributor must perfomi. Currentlv, the 

Distributor warranty responsibilities and functions include the following: "in the field" repair of ratchets 

and toolboxes. For ratchet repairs, the Distributor must purchase repair kits, which currently range in price 

from $10 to S40 per kit and must oav the shipping/freight charges to retum the defective part to Mateo. 

Upon retum of the defective parts to Mateo. Mateo will credit the cost of the ratchet repair kit. Mateo 

intends to include ratchet repair instmctions on its website for distributors. You, as the distributor, are not 

compensated for your time to make these repairs. The Distributor is also currently responsible to perform 

minor warranty repairs on toolboxes within tlie List of Calls, such as drawer slides, casters fwheels^, trim 

and/or drawer replacement if needed. Warranty repairs are handled on a case-bv-case basis after contacting 

Mâtco's Customer Service and/or Mateo's toolbox manufacturing facility. There are no repair kits for 

toolboxes, and vou are not required to purchase items to repair toolboxes under warranty. 

The Mateo Warranty may be amended or revised by Mateo at any time in its sole discretion. 

Mateo will have the right to adjust and resolve all warranty claims, either directly with the Customer or 

through the Distributor, as Mateo in its sole discretion may determine, and any action by Mateo with 

respect to warranty claims will be binding upon the Distributor. 

8.2 Tool Return Policv. Mateo will make its then-current tool retum policy available to the 

Distributor. The current policy provides that during the term of the Distributorship Agreement or after its 

expiration or termination. thgJ)istributor mav retum for credit to its Open Purchase Account anv eligibig 

Mateo Products purchased from Mateo and listed in the then current Mateo Tools Price List, excluding 

special order and high obsolescence electronic products. The current tool retum policy specifies that thg 

tools and other products that are eligible for retum for credit are new, unused, and not abused products that 

are in saleable condition, and in their original packaging. The products retumed must be on the current 

inventorv list and cannot be discontinued items. Mateo generally tries to give distributors at least 180 davj 

notice following an announcement that a product has been discontinued to return the product for credit. 

The Distributor mav take advantage of tlie tool retum policy at anv time, such as if the Distributor has 

overstocked items, or wishes to rotate or adiust the product mix in its inventory. Mateo will credit the 

Di_Strjbiitor's Open Purchase Account for the eligible returned Products less a__restocking fee, which in most 

cases is 15% of the original purchase price of the product. A good faith effort will be made bv Mateo to 

issue credit within 90 davs of acceptance of the returned Products. The specific criteria for products that 

are_eUgihle_for return fjor„cxeditJs_.sIaied in Mateo's togLceturn policy. The_DJ.striMtfliLniust pav for the 

packaging and shinning of such Products to Mateo. Mateo mav revise its tool retum policy at such times as 

it ma^dejgrmine. and will inform the Distributor in wriliDj; of any changes when made. 

ARTICLE 9 

CONFIDENTIALITY 

The Distributor will not, during the Term of this Agreement or thereafter, communicate, divulge or use for 

the benefit of any other person or entity any confidential information, knowledge or know-how concerning 

the methods of operation of a Mateo Distributorship which may be communicated to the Distributor by any 

employees of Mateo, or which arises by virtue of this Agreement. The Distributor will divulge such 

confidential information only to his employees who must have access to it in order to operate the 

Distributorship. The Operations Manual and any and all other information, knowledge and know-how 

including, without limitation, drawings, materials, equipment, technology, methods, procedures, 

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specifications, techniques, computer software programs, computer software source codes, systems and 

other data which Mateo designates as confidential or proprietary will be deemed confidential and 

proprietary for the purposes of this Agreement._Th^Qhliiiatians of confidejitialitv shajl survivejLermination 

argxpjratj.onjifj.hi.s_Agre^^ anv reason. 

ARTICLE 10 

TRANSFER OF INTEREST 

10.1 Transfer of Distributorship Interest. Neither the Distributor nor any individual, partnership, or 

corporation whieh owns any interest in the Distributor will transfer any interest in this Agreement, in the 

Distributor, in any capital or common stock in the Distributor, or in all or substantially all of the assets of 

the Distributorship, including the Mateo I'mckMobile Store (the "Distributorship Interest"), without the 

prior written consent of Mateo. 

10.2 Conditions for Transfer. Mateo will not unreasonably withhold its consent to any transfer, if the 

following condidons are met: the Distributor is not in default under any provision of this Agreement, 

including payment of any financial obligations to Mateo; the Distributor and Mateo have signed a mutual 

general release of any and all claims against each other and their respective affiliates; it has been 

demonstrated to Mateo's sole satisfaction that the transferee exhibits the ability to operate the 

Distributorship, possesses an acceptable credit rating, has adequate financial resources and capital to 

operate the Distributorship in accordance with Mateo's requirements, and is not involved, directly or 

indirectly, in any business that is in any way competitive with a Mateo Distributorship; the transfereedistributor 

successfrilly completes the New DistributorMatco Business System TraininRjMBST) Program; 

and the Distributor and transferee-distributor sign the legal documents necessary to transfer this Agreement 

to the transferee-distributor. Distributor and Spouse acknowledge and agree that (a) any proposed 

assignment or transfer to Spouse of this Agreement, the rights and responsibilities under this Agreement, or 

any Distributorship Interest, or (b) any proposed delegation of duties of Distributor under this Agreement, 

to Spouse, by contract, by operation of law, or otherwise, shall not be effective unless approved in advance, 

in writing by Mateo, and Mateo may rely on the conditions described in this Section 10.2, and/or any other 

reasonable conditions and qualifications, in determining to grant or withhold its consent of or approval to 

any such transfer, assignment, or delegation to Spouse. 

10.3 Transfer to Corporation. The Distributor may transfer this Agreement to a corporation formed 

for the convenience of ownership upon prior written notice to Mateo, provided the Distributor owns 100% 

of the capital stock of the corporation and personally guarantees, in a written guaranty satisfactory to 

Mateo, to make all payments and to fulfill all obligations and conditions required imder this Agreement. 

10.4 Security Interest. The Distributor will not grant a security interest in the Distributorship or this 

Agreement without Mateo's prior written consent. Mateo will have the right as a condition of its consent, 

to require the secured party to agree that if the Distributor defaults under any security interest, then Mateo 

will have the right and option (but not the obligation) to be substituted for the Distributor as the obhgor to 

the secured party and to cure any default of the Distributor without the acceleration of any indebtedness due 

from the Distributor. 

10.5 Transfer by Mateo. Mateo will have the right to transfer or assign this Agreement and all or any 

part of its rights or obligations herein to any person or legal entity without notice to the Distributor. 

10.6 Non-Competition and Non-Solicitation Following a Transfer. In addition, to the covenants 

regarding non-competition and non-solicitation of Distributor, Spouse and others as specified in Section 

11 .^2 below, Mateo encourages Distributor (if obtaining the distributorship by virtue of a transfer) to obtain 

a noncompetition agreement from the previous distributor that serviced the List of Calls, and Mateo expects 

Mateo 3-0142012 Distributorship Agreement Page 14 3/4444QgZJ2

that it will encourage any new distributor that acquires the business, the route, the accounts or the 

distributorship of the Distributor to obtain a noncompetition agreement from the outgoing or transferring 

Distributor. The noncompetition agreement may assist in preventing competition from the previous 

distributor,_nrevious distribujojis spouse, and immediate family members for a continuous unintermpted 

period of one (1) year from the date of a transfer permitted under Section 10 above, or expiration or 

termination of the previous distributor's Distributorship Agreement (regardless of the cause for 

termination). Competition includes, but is not limited to, selling or attemptattempting to sell any Products 

or any products the same as or similar to the Products to (i) any existing Customer on the Distributor's List 

of Calls who purchased one or more Products from the previous distributor during the 12-month period 

immediately preceding the dates referred to in this Section 10.6, or (ii) any Potential Customer on the 

Distributor's List of Calls and Potential Customer List, located on, or identified in, the previous 

distributor's List of Calls and Potential Customer List, as such lists existed, or may have been amended as 

provided for in the previous distributor's Distributorship Agreement and in accordance with Mateo's 

policies, if the previous distributor had visited or made one or more sales calls to such Potential Customer, 

List of Calls, or person or business identified on the Potential Customer List during the 12-month period 

immediately preceding the date referred to in this Section 10.6. 

ARTICLE 11 

DEFAULT AND TERMINATION 

11.1 Termination bv Distributor. The Distributor may terminate this Agreement, at any time, with or 

without cause, by giving forty-five days prior written notice to Mateo. 

44J3 Mateo's Tcrminntion Rigiit^l 1.2 Termination by Distributor During First Six Montlxs, 

If the Distributor terminates this Agreement for anv reason within six months after the date of this 

AfiTeemerLt.^_an_d if the IXiMributorJias not failed to operjtleJheJDjstributorship for more_Jhan_six f6) 

"business davs" in total, or more tlian three (3^ consecutive business davs during tliat six month period. 

then Mateo will (i) accept for retum all new Products purchased by the Distributor throu^ or from Mateo 

during that 6-month period, and will credit to the Distributor's open purchase account an amount equal to 

100% of the Distributor's purchase price for the returned Products, and (if) credit the Distributor's open 

purchase account for the lesser of fa) $2.700. (h) an amount eoual to two months of payments under the 

Distributor's Mateo Tmck lease or purchase agreement, or (c) the amount required to tenninate the tmek 

lease if less than two payments. The Distributor and Mateo will sign a joint and mutual release of all 

claims that each of the parties and their affiliates, employees and agents mav have against the other in such 

fomi as Mateo mav specify: however, the Distributor will remain liable for any indebtedness to Mateo 

under this Agreement or the operation of thg Distributorship and anv such indebtedness will be excluded 

from the mutual release. A "business dav" is a weekday in which the shops or locations on the List of Calls 

are open for business. "Failed to operate" means not performing the typical and required route functions, 

such as customer visits, product sales and promotion, and COUgCtion of monev owed. 

11.3 Mateo's Termination Rights. Mateo will have the right to terminate this Agreement if the 

Distributor: (A) violates any material term, provision, obligation, representation or warranty contained in 

this Agreement or any other agreements entered into with Mateo including, but not limited to, agreements 

regarding participation in the Mateo Tools PSA Program, (B) makes an assignment for the benefit of 

creditors or if a voluntary or involuntary proceeding is instituted by_QL.against the Distributor in bankmptcy 

or under any other insolvency or similar law, (C) attempts to assign or transfer this Agreement without 

Mateo's written consent, (D) abandons the Distributorship, (E) fails to timely make any payment due to 

Mateo under this Agreement or under any other agreement, promissory note or contt-act, or (F) refuses to 

perform a physical inventory if required by Mateo or refuses to permit Mateo to audit his books and records 

in accordance with Section 5.2. 

Mateo 341442(U2 Distributorship Agreement Page 15 VUM-imU 

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11.34 Notice; Cure Periods. Mateo will not have the right to terminate this Agreement unless and until: 

(A) written notice setting forth the alleged breach giving rise to the termination has been delivered to the 

Distributor in accordance with the terms of Section 13.2, and (B) the Distributor fails to correct the breach 

within the period of time specified by law. If applicable law does not specify a time period to correct the 

breach, then the Distributor will have thirty days to correct the breach except where the written notice states 

that the Distributor is delinquent in any payment due to Mateo under this Agreement in which case the 

Distributor will have ten days to make full payment to Mateo. 

11.45 Immediate Termination Rights. Notwithstanding Section 11.54, Mateo will have the right to 

immediately terminate this Agreement by giving the Distributor written notice of termination, if the 

Distributor: (A) abandons the Distributorship, including voluntary or involuntary abandonment, and/or 

abandonment due to repossession of the Mateo Tools tfuekMobile Store and inventory, (B) is convicted of 

or pleads guilty to a gross misdemeanor or felony, (C) is involved in any conduct or act which materially 

impairs the goodwill associated with Mateo, the Business System, or the Marks, (D) refuses to permit 

Mateo to audit his books and records in accordance with Section 5.2, (E) has been found to have submitted 

a fraudulentcredit application, (F) commits any fraudulentact in connection with any of his/her agreements 

with Mateo, (G) fails to comply with Section 3.2 of this Agreement by offering to sell or selling any 

products to customers at any location not identified on the distributor's List of Calls or Potential Customer 

List without Mateo's express written authorization, (H) is disabled to the extent Distributor cannot perform 

suehDistributor's obligations hereunder for a period of (6) six consecutive months, or for any (6) six 

months within a period of (18) eighteen consecutive months, (I) dies, (J) after curing a default pursuant to 

SectionSecti.Qn.s 11.21jMJJ-4, commits the same default again within a twelve (12) month period of the 

previous default, whether or not cured after notice, (K) commits the same or different defauU under this 

Agreement, three or more times within any twelve (12) month period, whether or not cured after notice, (L) 

makes an assignment for the benefit of creditors or if a voluntary or involuntary proceeding is instituted 

against the Distributor in bankmptcy or under any other insolvency or similar law, or (M) fails to submit to 

or undergo a dmg and/or alcohol test if required by Mateo, or fails the dmg and/or alcohol test required by 

Mateo. 

11.^ Obligations Upon Termination. Upon the termination or expiration of this Agreement, the 

Distributor will: pay Mateo all amounts owed by the Distributor to Mateo including interest charged on 

distributor's Open Purchase Account balance at a rate of 22.5% annually or the maximum rate permitted by 

law, whichever is lower; provide Mateo with the inventory amounts and financial information of the 

Distributorship for the preceding twelve months; immediately cease using all of the Marks and the Business 

System; provide Mateo with all Customer lists and other information relating to the Customers of the 

Distributorship; return to Mateo by pre-paid U.S. mail the Manual and all other manuals, software, 

catalogs, brochures, pamphlets, decals, signs, and other materials provided to the Distributor by Mateo, 

and/or destroy all electronic versions of such materials and provide verification of such destmction to 

Mateo; and remove all Marks, logos, graphics and insignias indicating a relationship with Mateo from the 

Mateo I'mckMâbJje_S_tore and all other property of the Distributor. In addition, Mateo may assess 

Distributor a late fee of $25 per week for each week that the Distributor fails to pay the balance owed on 

the Open Purchase Account following termination. 

11.42 Return of Products. Within thirty days following: (A) the expiration or non-renewal of this 

Agreement, or (B) termination of this Agreement by Mateo or by Distributor, Mateo will, in accordance 

with Mateo's then-current Product retum policy, permit the Distributor to retum the new and unused 

Products purchased by the Distributor fromMateo, and the amount of the Products retumed will be credited 

to the Distributor's open purchase account, subject to any restocking fees or changesother fees or charges in 

accordance with Mateo's then-current Product retum policy. 

Mateo 30442012 Distributorship Agreement Page 16 3/44^409/12

ll.^S Warranty Returns. During the thirty day period following termination of this Agreement, Mateo 

will accept Products retumed to it by the Distributor for warranty claim processing in accordance with 

Mateo's then existing Warranty policy. 

11.89 Non-Solicitation of Customers; Covenant Against Competition. Distributor and Spouse, if 

applicable, individually covenant that each of Distributor, Spouse, Distributor's employees, and the 

immediate family members of Distributor and Spouse, except as otherwise approved in writing by Mateo: 

11.89,1 shall not, during the term of this Agreement, either directly or indirectly, for itself, or 

through, on behalf of, or in conjunction with any person, persons, partnership, limited liability company, or 

corporation, own, maintain, operate, engage in, or have any interest in any business which is the same as or 

similar to a Mateo mobile tool distributorship business, including without limitation, a business that 

manufactures, sells, and/or distributes any products that are the same as or similar to the Products (referred 

to herein as a "Competitive Business"); 

11.8£.2 shall not, during the term of this Agreement, either directly or indirectly, for itself, or 

through, on behalf of, or in conjunction with any person, persons, partnership, limited liability company, or 

corporation, sell or attempt to sell to any customers or Potential Customers of the Distributorship any 

products that are the same or similar to the Products; 

11.89.3 shall not for a continuous unintermpted period of one (1) year from the date of: (A) a 

transfer permitted under SeetêjÂrtjcJe 10, above; (B) expiration or termination of this Agreement 

(regardless of the cause for termination); or (C) a final order of a duly authorized arbitrator, panel of 

arbitrators, or court of competent jurisdicfion (after all appeals have been taken) with respect to any of the 

foregoing or with respect to the enforcement of this Section 11.^9, either directly or indirectly, for itself, or 

through, on behalf of, or in conjunction with any persons, partnership, limited liability company, or 

corporation, sell or attempt to sell any Products or any products the same as or similar to the Products to (i) 

any ex-istin^ Customer who purchased one or more Products from Distributor during the 12-month period 

immediately preceding the dates referred to in subclauses (A), (B), or (C) of this Section 11.^2.3, or (ii) any 

Potential Customer, located on, or identified in, the Distributor's List of Calls-md Potential CuGtemer List, 

as such fets-ejastedr-eflist may have been amended as provided for in this Agreement and m accordance 

with Mateo's policies, if Distributor had visited or made one or more sales calls to such Potential Customer, 

List of Calls, or person or business identified on the Petential Customef-List of Calls during the 12-month 

period immediately preceding the date referred to in subclauses (A), (B), or (C) of this Section 11.^2.3. 

ll.^lfl Action in Lieu of Termination. In the event Distributor is in default under this Agreement for 

failure to comply with any of the terms or conditions of this Agreement, and/or for failure to comply with 

Mateo's policies, procedures or standards, including, without limitation, the lesser of 80% of the National 

Distributor Purchase Average requirement_or 80% oftheJDi_striclDjsiri_to^ PurcMse_Aye.rage„requireme 

(as described in Section 3.3) or the purchase average to sales average ratio, as described in Section 3.3, and 

Mateo has the right to terminate this Agreement as provided for in this Article 11, then Mateo may, at its 

sole discretion and in lieu of termination, take any one or more of the following actions (as applied to the 

Distributor): modify payment or shipping terms; impose new or different or increased interest charges or 

fees; limit or restrict Distributor's access to special or additional services or products from Mateo; modify 

product retum and warranty benefits; and/or take such other action as Mateo, in its sole discretion, deems 

appropriate. Mateo may discontinue these adjustments at any time. In addition, tfso long as Distributor 

continues to be in default^ and/or if Distributor subsequently is in default under this Agreement, Mateo may 

pursue any remedy available under this Agreement, as permitted by law, including termination of the 

Agreement, as provided for in this Article 11. 

Mateo 2(^2012 Distributorship Agreement Page 17 2/ummil2

ARTICLE 12 

DISPUTE RESOLUTION 

12.1 Arbitration. Except as expressly provided in Section 12.5 of this Agreement, all breaches, claims, 

causes of action^ demands, disputes and controversies (collectively referred to as "breaches" or "breach") 

between the Distributor, including its Spousehis/her Spouse, immediate family members, h^rs. executors, 

successors, assigns, shareholders, partners or guarantors, and Mateo, including its employees, agents, 

officers or directors and its parent, subsidiary or affiliated companies, whether stvled as an individual 

claim, class action claim^ private attorney general claim or otherwise, arising from or related to this 

Agreement, the offer or sale of the franchise and distribution rights contained in this Agreement, the 

relationship of Mateo and Distributor, or Distributor's operation of the Distributorship, including any 

allegations of fraud, misrepresentation, and violation of any federal, state or local law or regulation, will be 

determined exclusively by binding arbitration on an individual, non-class basis only in accordance with the 

Rules and Regulations of the American Arbitration Association ("Arbitration"). 

12.2 Notice of Dispute: Cure Period. The party alleging the breach must provide the other party with 

written notice setting forth the facts of the breach in detail, and neither party will have the right to 

commence any Arbitration hearing until such written notice is given. The party alleged to have breached 

this Agreement will have thirty days from receipt of the written notice to correct the alleged breach. If the 

alleged breach is not corrected within the thirty day period and subject to Section 12.6 below, then either 

party will have the right to request Arbitration as provided herein to determine their rights under this 

Agreement. 

12.3 Limitation of Actions: Waiver of Claims. UNLESS THIS PROVISION IS PROHIBITED BY 

APPI.ICARLE LAW. ANY AND ALL CLAIMS AND ACTIONS, BROUGHT BY ANY PERSON 

OR PARTY, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE RELATIONSHIP 

OF MATCO AND DISTRIBUTOR, THE OFFER OR SALE OF THE FRANCHISE AND 

DISTRIBUTION RIGHTS CONTAINED IN THIS AGREEMENT, OR DISTRIBUTOR'S 

OPERATION OF THE DISTRIBUTORSHIP, INCLUDING ANY ARBITRATION PROCEEDING, 

OR ANY CLAIM IN ARBITRATION (INCLUDING ANY DEFENSES AND ANY CLAIMS OF 

SET-OFF OR RECOUPMENT), MUST BE BROUGHT OR ASSERTED BEFORE THE 

EXPIRATION OF THE EARLIER OF (A) THE TIME PERIOD FOR BRINGING AN ACTION 

UNDER ANY APPLICABLE STATE OR FEDERAL STATUTE OF LIMITATIONS; (B) ONE (1) 

YEAR AFTER THE DATE UPON WHICH A PARTY DISCOVERED, OR SHOULD HAVE 

DISCOVERED, THE FACTS GIVING RISE TO AN ALLEGED CLAIM; OR (C) EIGHTEEN (18) 

MONTHS AFTER THE FIRST ACT OR OMISSION GIVING RISE TO AN ALLEGED CLAIM; 

OR IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY ALL PARTIES THAT SUCH 

CLAIMS OR ACTIONS SHALL BE IRREVOCABLY BARRED. CLAIMS OF THE PARTIES 

FOR INDEMNIFICATION SHALL BE SUBJECT ONLY TO THE APPLICABLE STATE OR 

FEDERAL STATUTE OF LIMITATIONS, 

12.4 Powers of Arbitrator. ^FheThe arbitrator shall have the full authority of the arbitrator will be 

limited to makingmakg a finding, judgment, decision and award relating to the interpretation of or 

adherencedainisjaiade in the demand for arbitrationâsôyidedjpr in SectioaJ_2^Laboyeând^^ to 

the written provisions oflimitations in this AgreementSection 12^. The Federal Rules of Evidence (the 

"Rules") will apply to all Arbitration hearings and the introduction of all evidence, testimony, records, 

affidavits, documents and memoranda in any Arbitration hearing must comply in all respects with the Rules 

and the legal precedents interpreting the Rules. Both parties will have the absolute right to cross-examine 

any person who testifies against them or in favor of the other party. The arbitrator has the rightto award, or 

include in his or her award, any relief authorized bv law which he or she deems proper in the 

circumstances, including, without limitation, money damages (with interest on unpaid amounts from the 

Mateo 2O4420J2 Distributorship Agreement Page 18 yumQm2 

PK •'•58Si).(i;12QSaS

date due), specific performance, injunctive relief, and attomeys' fees and costs, provided that the arbitrator 

fflavwill not have the right or authority to declare any Mark generic or otherwise invalid and, except aiioriQ 

awaxd_a.ny damages waiy6.d by Section 12.^S below othorwiso providoH, Mateo ond Diiitributor (and 

Distributor's owners, if Di.otributor is not a solo proprietorship) waive any right to or claim for any 

exemplary or punilivo damages. The arbitrator will have no authority to add to, delete or modify the terms 

and provisions of this Agreement. All findings,judgments, decisions and awards of the arbitrator will be 

limited to the dispute or controversy set forth in the written demand for Arbitration, and the arbitrator will 

have no authority to decide any other issues. The arbitrator will not have the right or authority to award 

guarantors (as applicable).—All findings, judgments, decisions and awards by the arbitrator will be in 

writing, will be made within ninety days after the Arbitration hearing has been completed, and will be final 

and binding on MatcoT-and. the Distributor afi4fincluding the Distributor's officers, DirectorsSGQUafi^ 

immediate family members, owners, heirs, executors, successors, assigns, shareholders and personal^ 

partners or guarantorsr fas applicablel). Notwithstanding Section 12.^1£, the written decision of the 

arbitrator will be deemed to be an order, judgment and decree and may be entered as such in any Court of 

competent jurisdiction by either party in any jurisdiction. Tlie arbitrator's findingsand awards may not be 

used to collaterally estop Mateo, the Distributor or anv other party from raising anv like or similar issue^ 

claim or defense in anv oth_e_r or subsequent Arbitration^ljtig;atjon. court hearint tlier_R]Coceeding 

involving third parties or other Distributors. 

12.5 Disputes not Subject to Arbitration. The following disputes and controversies between the 

Distributor and Mateo will not be subject to Arbitration: any dispute or controversy involving the Marks or 

which arises under or as a result of Article 7 of this Agreement, any dispute or controversy involving 

immediate termination of this Agreement by Mateo pursuant to Section 11.4^ this Agreement, and any 

dispute or controversy involving enforcement of the covenants not to compete contained in this Agreement. 

12.6 No CoHotcrgl EstoppclMediation. Before anv breach^ claim, demand, dispute, cause of action, or 

other Qonlroversv regarding or pertaining to the termination or non-renewal of this Agreement inav be filed 

or submitted in any arbitration proceeding under Section 12.1^ such claim, demand, cause of action, or 

controversy shall first be submitted to non-binding mediation, administered bv an established, neutral 

mediation service. This Se^Jjan 12.6 shÛ_ai2ply_to_M_aLQO. Distributor^ and any person in privity with or 

claiming through, on behalf of, or in the name of. Distributor. All parties must sign a confidentiality 

agreement prior to participating in anv mediation proceeding. The mediation must take place at a location 

afiXg-fid to bv Mateo and Distdhutor or. if no agreement can be reach_ed and unless prohibited by apBlicable 

law, in a citv within thirty f30^ miles of Mateo's principal place of business at the time of the submission to 

mediation. The parties shall mutually agree upon a mediator or neutral within twentv-one f21) davs after 

the deniand for mediation is made bv one party to the other. If the parties cannot agree upon a mediator, a 

mediator shall be appointed in accordance with the rules of the mediation service. The mediator or neutral 

shall have experience in franchising or distribution matters. The mediation shall be conducted within thirty 

£30^ days of the selection oLa-jnediator. The parties shall share eouallv the cost of the mediator and the 

mediatKm-Services and related expenses, bujuhejiarties shall bear th_eir own costs to aUendand participate 

in the mediation, including each party's respective attomev's fees and travel costs. 

12.7 No Class Actions. All Arbitration findingsNo party except Mateo încluding its employees, 

agents, officers or directors and awards expreiisly made by the arbitrator will be finalils_Darent.subsidiary 

ar_affiliat£d_ciimpanifi5l and binding on Mateo, the Distributor an^Cinchjdjng whexe—appHcable the 

Distributor's Spouse, officers. Directorsimmediate family members, owners, heirs, executors, successors, 

assigns, shareholders, ond personal guarantoni. The arbitrator's findings and awards may not be used to 

collaterally estop Mateo, the Distributor or any other party from raising any like or similar issue, claim or 

defense in any otlier or subsequent Arbitration, litigation, court hearing or other proceeding involving third 

parties or other Distributors.—No party except Mateo, the Distributor and their officers, Directors, 

Mateo 20 tl2ill2 Distributorship Agreement 

PK^sm*MmQS 

Page 19

shareholders. Spouse, and person a Ipartners. and guarantors (as applicable) will have the right to)Xmay join 

in or become a party to any Arbitration proceeding arising under this Agreement, and therefore, the 

arbitrator will not be authorized to permit class actions (as defined in the Federal Rules of Civil Procedure) 

or to permit any person or entity that is not a party to this Agreement QrJd_enli_fijedJnJhjs pa_La_£rapli_to be 

involved in or to payti'&ijâtieparticipate in any Arbi tration-hearings conducted pursuant to this Agreement. 

No matter how styled by the party bringing the claim, any claim or dispute is to be arbitrated on an 

individual basis and not as a class action. THE DISTRIBUTOR EXPRESSLY WAIVES ANY RIGHT 

TO ARBITRATE OR LITIGATE AS A CLASS ACTION OR IN A PRIVATE ATTORNEY 

GENERAL CAPAriTV. 

12.7S Limitation of Damages. UNLESS THIS LIMITATION IS PROHIBITED BY APPLICABLE 

LAWÊACH OF THE PARTIES aNCLUDING DISTRIRUTOR\S OWNERS. AND SPOUSE IF 

APPLICARLEl HEREBY WAIVES, TO THE FULLEST EXTENT PERIMITI ED BV LAW, ANY 

RIGHT TO OR CLAIMAGREES THAT THE OTHER PARTY WILL NOT BE LIABLE FOR 

PUNITIVE, EXEMPLARY, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL 

DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF FUTURE PROFITS, ARISING 

OUT OF ANY CAUSE WHATSOEVER, WHETHER BASED ON CONTRACT, TORT-OR. 

STRICT LIABILITY, OR STATUTE OR ORDINANCE, AND AGREES THAT IN THE EVENT 

OF A DISPUTE, THE RECOVERY OF EITHER PARTY WILL BE LIMITED TO THE 

RECOVERY OF ANY ACTUAL DAMAGES SUSTAINED BY IT. 

12.82 Waiver of Jury Trials. EXCEPT WHERE SPECHnCALLVUNLESS THE WAIVER IS 

PROHIBITED BY STATE LAW, IF ANY DISPUTE IS NOT SUBJECT TO ARBITRATION 

UNDER THIS AGREEMENT, THEN EACH OF THE PARTIES AGREES THAT THE TRIAL OF 

ANY LEGAL ACTION ARISING UNDER THIS AGREEMENT OR THE RELATIONSHIP OF 

THE PARTIES WILL BE HEARD AND DETERMINED BY A JUDGE WHO WILL SIT 

WITHOUT A JURY. THE PARTIES ACKNOWLEDGE THAT THEY HAVE OBTAINED 

INDEPENDENT LEGAL ADVICE AS TO THE EFFECT OF THIS JURY WAIVER PROVISION, 

AND FURTHER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE 

EFFECT OF THIS JURY WAIVER PROVISION, EITHER PARTY MAY FILE AN ORIGINAL 

OR COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE 

CONSENT BY THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. 

12.^Jjl Venue and Jurisdiction. Unless this requirement is prohibited bv law^ all arbitration hearings 

must and will take place exclusively in Summit or Cuyahoga County, Ohio. All court liearngS; mediation 

hearingsactions, mediations or other hearings or proceedings initiated by either party against the other party 

must and will be venued exclusively in Summit or Cuyahoga County, Ohio. Mateo încluding its 

employees, agents, officers or directors and its parent, subsidiary or affiliated companies'* and the 

Distributor^-aft4_(including where applicable their ofTicers, directors and persettal the Distributor's Spouse, 

immediate family members, owners, heirs, executors, successors, assigns, shareholders, partners, and 

guarantors^} do hereby agree and submit to personal jurisdiction in Summit or Cuyahoga County, Ohio in 

connection with any Arbitration hearings, court hearings or other hearings, including any lawsuit 

challenging the arbitration provisions of this Agreement or the decision of the arbitrator, and do hereby 

waive any rights to contest venue and jurisdiction in Summit or Cuyahoga County, Ohio and any claims 

that venue and jurisdiction are invalid. In the event the law of the jurisdictions in which Distributor 

operates the Distributorship require that arbitration proceedings be conducted in that state, the Arbitration 

hearings under this Agreement shall be conducted in the state in which the principal office of the 

Distributorship is located, and in the city closest to the Distributorship in which the American Arbitration 

Association has an office. Notwithstanding this Article, any actions brought by either party to enforce the 

decision of the arbitrator may be venued in any court of competent jurisdiction. 

Mateo 2W42Q12 Distributorship Agreement Page 20 3/44i(4fl2Z12 

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12.4011Iniunctive Relief. Nothing herein contained shall bar Mateo's or Distributor's right to obtain 

injunctive relief against threatened conduct that will cause it loss or damages, under the usual equity mles, 

including the applicable mles for obtaining restraining orders and preliminary injunctions. 

12.MllSeverability. It is the desire and intent of the parties to this Agreement that the provisions of this 

Article be enforced to the fullest extent permissible under the laws and public policy applied in each jurisdiction 

in which enforcement is sought. Accordingly, if any part of this Article is adjudicated to be invalid 

or unenforceable, then this Article will be deemed amended to delete that portion thus adjudicated to be 

invalid or unenforceable, such deletion to apply only with respect to the operation of this Article in the 

particular jurisdiction in which the adjudication is made. Further, to the extent any provision of this Article 

is deemed unenforceable by virtue of its scope, the parties to this Agreement agree that the same will, 

nevertheless be enforceable to the fullest extent permissible under the laws and public policies applied in 

such jurisdiction where enforcement is sought, and the scope in such a case will be determined by 

Arbitration as provided herein, provided, however, that if the provision prohibiting classwide or private 

attorney general arbitration is deemed invalid, then the provision requiring arbitration of breaches between 

the parties shall be null and void and there shall be no obligation to arbitrate any such breaches. 

ARTICLE 13 

MISCELLANEOUS 

13.1 Waiver. The failure of Mateo to enforce at any time any provision of this Agreement will in no 

way affect the validity or act as a waiver of this Agreement, or any part, or the right of Mateo thereafter to 

enforce it. The Distributor acknowledges that Mateo operates a large and diverse distributorship network 

and that Mateo is not obligated to enforce each distributorship agreement in a uniform manner with respect 

to the other distributors. 

13.2 Notices. Any notice required under this Agreement will be deemed to have been duly given if it is 

addressed to the party entitled to receive it at the address set forth on the cover page of this Agreement and 

it is personally served on the party, is sent by pre-paid United States certified mail, return receipt requested, 

or is sent by a recognized ovemight carrier (Federal Express, UPS, Purolator) that requires a signature acknowledging 

delivery. 

13.3 Governing Law. This Agreement will be governed by and constmed in accordance with the laws 

of the State of Ohio, and the substantive law of Ohio will govem the rights and obligations of and the relationship 

between the parties. 

13.4 Severability. If any term or provision of this Agreement is determined to be void, invalid, or 

unenforceable, such provision will automatically be voided and will not be part of this Agreement, but the 

enforceability or validity of the remainder of this Agreement will not be affected thereby. 

13.5 Entire Agreement. This Agreement, including all exhibits and addenda, supersedes all prior 

verbal and written agreements between the parties. Subject to our right to modify the Manual and the 

Business System standards, no change, amendment or modification to this Agreement will be effective 

unless made in writing and signed by both the Distributor and an officer of Mateo. Nothing in thethis 

Agreement or in any related agreement, however, is intended to disclaim the representations Mateo made in 

the Franchise Disclosure Document that Mateo furnished to vou. 

13.6 Definitions. For purposes of this Agreement, the following words will have the following 

definitions: 

Mateo 3UU2012 Distributorship Agreement Page 21 3/41.4409/12 

PK^?'§m*rM9050.9

(A) "Abandon" will mean the conduct of the Distributor, including acts of omission as well as 

commission, indicating the willingness, desire or intent of the Distributor to discontinue operating 

the Distributorship in accordance with the Business System and the standards and requirements set 

forth in the Manual and this Agreement. 

(B) "Customer" will mean, at any time during the Term of this Agreement, or upon 

termination, a person or business that has purchased Products from the Distributor within the 

immediately preceding twelve-month period. 

(C) "Mateo TruckMobile Store" will mean the tmck used by the Distributor solely in 

connection with the operation of his Distributorship. The Mateo TmckMobile Store will at all 

times during the Term of this Agreement comply with all of Mateo's standards and requirements as 

to color, size, engine size, storage capacity, graphics, on-board technology and design. 

(D) "New Distributor Starter Inventory" will mean the initial inventory of Mateo Products 

required to be purchased by the Distributor. 

(E) "Operator" will mean the individual engaged or employed by the Distributor for purposes 

of operating the Distributorship under the terms of any program authorized by Mateo to permit the 

hiring, by a Distributor, of another person to operate an additional tmekMobile Store for the 


(F) "Potential Customer" will mean afta full time professional mechanic or otlier individual in 

the automotive after-market and related markets who works at ain the normal course of business 

identified on the Potential Cuiitomer Listig_j:eaijire(i to whom the Diatributor intends to offer 

Productsuse and fumishjiis/her own_tflQl_s. 

ARTICLE 14 

REPRESENTATIONS BY THE DISTRIBUTOR 

14.1 Receipt of Completed Agreement and Disclosure Documents. The Distributor acknowledges 

that he received Mateo's Franchise Disclosure Document at least 14 calendar days prior to the date this 

Agreement was signed by him, and that he signed the acknowledgement of receipt attached to the Franchise 

Disclosure Document. 

14.2 Investigation by Distributor. The Distributor acknowledges that he: has read this Agreement in 

its entirety; has had full and adequate opportunity to discuss the terms and conditions of this Agreement 

with legal counsel or other advisors of the Distributor's own choosing; has had ample opportunity to 

investigate the Mateo Business System; has had ample opportunity to consult with current Mateo 

distributors; has had ample opportunity to conduct due diligence on the Distributor's List of Calls and list 

of Potential Customers: and has had all questions relating to the Distributorship, including those of any 

advisor, answered to the Distributor's satisfaction. 

14.3 Truth and Accuracy of Representations. The Distributor and its Spouse represent and warrant to 

Mateo that (a) all statements, documents, materials, and information, including the application, submitted 

by the Distributor or its Spouse to Mateo are tme, correct, and complete in all material respects; and (b) 

neither the Distributor nor its Spouse, nor any of its or their funding sources, is or has ever been a terrorist 

or suspected terrorist, or a person or entity described in Section 1 of U.S. Executive Order 13244, issued 

September 23, 2001, as such persons and entities are further described at the Intemet website 

www.ustreas.goy/ofrices/enforcement/ofac. The Distributor agrees to promptly advise Mateo of any 

material change in the information or statements submitted to Mateo. The Distributor acknowledges and 

Mateo 2»t42flJL2 Distributorship Agreement Page 22 yUJ-UmiZ 

PK^sm^mosos

understands that Mateo has entered into this Agreement in reliance on the statements and information 

submitted to Mateo by the Distributor and its Spouse, and that any material breach or inaccuracy is grounds 

for Mateo's termination of this Agreement. 

14.4 No Representations. Except as may be disclosed in Mateo's Franchise Disclosure Document, the 

Distributor has not received from either Mateo, or anyone acting on behalf of Mateo, any representation of 

the Distributor's potential sales, income, profit, or loss which may be derived from the Distributorship. 

The Distributor understands that Mateo will not be bound by any unauthorized representations, including 

those made by other Mateo distributors or by lending institutions based on information given to them to 

assist in their evaluation of Mateo's business opportunity. 

14.5 No Warranty of Success. The Distributor understands that Mateo makes no express or implied 

warranties or representations that the Distributor will achieve any degree of financialor business success in 

the operation of the Distributorship. While Mateo will provide the Distributor with training, advice, 

consultation, and a list of Potential Customers, success in the operafion of the Distributorship depends 

ultimately on the Distributor's efforts and abilities and on other factors beyond Mateo's control, including, 

but not limited to, economic conditions and competition. 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed on the date set 

forth above. The Distributor further acknowledges that this Agreement will become effective and binding 

only upon acceptance and execution by Mateo in the State of Ohio. 

DISTRIBUTOR: 

By: 

Name: 

Title: 

Date: 


By: 

Name: 

Title: 

Date: 

DISTRIBUTOR'S SPOUSE: 

By: 

Name: 

Title: _ 

Date: 

Mateo 2t»U2Qi2 Distributorship Agreement Page 23 ViUUQmi

MATCO TOOLS 

LIST OF CALLS AND POTENTIAL CUSTOMEIWSTCUSTOMERS 

(See attached form) 

APPENDIX D 

EXHIBIT A 

Mateo 20442012 Distributorship Agreement 

PK^sm^MSilSiLS. 

3/44.44^/12

APPENDIX D 

EXHIBIT B 

[RESERVED] 

Mateo 30442012 Distributorship Agreement 3/444409^2 

PK ^4mhmil5Q^

Z^.M1Z Tools INSTALLMENT PROMISSORY NOTE """^ 

Miami, FL 

(Debtor's City and State) 

72,000.00 , 2009 

(Principal Amount) 

FOR VALUE RECEIVED, the undersigned promises to pay without defalcation or set off to the order of NMTC, Inc. d/b/a 

MATCO TOOLS, a Delaware Corporation ("MATCO"), located at 4403 Allen Road, Stow, Ohio 44224, in lawful money of 

the United States of America, the amount of Seventy-Two Thousand and 00/100 Dollars ($ 72,000.00 ), 

together with interest thereon at an annual rate of Eight Point Twenty-Five Percent ( 8.25 %) on the 

successive xmpaid balances of said principal amount in Five Hundred Twenty ( 520 ) successive weekly 

installments of Two Hundred Three and 76/100 Dollars ($ 203.76 ), commencing on , 

• On , , the entire remaining principal balance, plus any accrued and unpaid 

interest will be due and payable. 

Interest at the rate specified herein shall continue to accrue and shall be payable to the holder hereof on any overdue and 

unpaid balances of the principal amount or instalUnents thereof until such overdue amounts are paid in full, whether at or after 

the maturity hereof The undersigned shall have the right to prepay the entire principal amount plus interest then accrued 

thereon at any time without notice or penalty. 

The undersigned shall be in default under this Note upon the happenine of any of the following events or conditions: 

(a) Any installment of principal or interest on this Note is not paid when due or upon demand as aforesaid: 

(b) The failure of the undersigned to pay its debts as they mamre, or the occurrence of any event which results in the 

acceleration of the maturity of the indebtedness of the undersigned to others under any indenture, agreement, or 

undertaking; 

(c) The cancellation of or default bv the undersigned under that certain Distributorship Agreement, between Mateo and 

the undersigned or any other agreement, note, lease, or contract between the undersigned and Mateo or any 

subsidiary or affiliate of Mateo, or the failure of the undersigned to perfonn anv other obligation of die undersigned to 

subsidiary or affiliate of Mateo; 

(d) The dissolution, termination of existence, insolvency, business failure appointment of a receiver of any part of the property 

of, assignment for the benefit of creditors by, or the commencement of any proceedings under any bankruptcy or 

insolvency laws by or against, the undersigned or any guarantor of surety for the undersigned. 

(e) The failure of the undersigned to have this note fully collateralized at all times. 

Upon default hereunder, the entire principal amount unpaid hereon, with interest then accrued, shall, at the option of any holder 

hereof, at once become due and payable without demand, or notice, demand and notice being hereby expressly waived, and such 

amounts of principal thereby declared to be due and payable shall thereafter continue to bear interest at the rate specified herein 

until all such amounts of principal plus interest accmed hereunder shall have been paid in full. Payments made hereon shall first 

be applied to payment of interest then accrued and then to the principal amount which remains unpaid. 

The makers, endorsen; and all guarantors of this Note jointly and severally waive demand, protest, presentment, notice of protest 

and non-payment or dishonor, and also waive any and all defenses on the gromids of any extensions or partial pa>Tnents which 

may be granted or accepted by the holder before or after maturity of this Note or any installment hereof Any rights or remedies 

conferred herein or by law upon any holder shall be cumulative and not exclusive and may be exercised at the option of the 

holder, either concurrently or consecutively.

Should legal action or an attorney at law be utilized to collect any amount due hereimder, the undersigned promises to pay all 

costs of collection. Including reasonable artomey's fees, incurred by Mateo, any agent of Mateo or affiliates thereof, or any other 

holder. 

The undersigned, if more than one, shall be jointly and severally liable hereon. This note is governed by Ohio law. 

WITNESS: 

Debtor: 

Debtor: 

Debtor's Address: 

(Street) 

(City) (State) (Zip) 

IN CONSIDERATION OF ONE DOLLAR, receipt of which is acknowledged, and of the credit given or discount, loan or 

extension of time made by or upon the within note, the undersigned (if more than one jointly and severally) hereby 

unconditionally guarantee to the holder the payment thereof whenever due, in whole or in part, agree that no release of security 

therefor shall impair or be a defense to this guaranty and hereby consent that from time to time, without notice to the undersigned, 

payment of said note be extended in whole or part. The signature or signatures of the undersigned hereto is or are intended as an 

endorsement of the within instrument as will as the execution of the foregoing guaranty by each of the undersigned, who hereby 

respectively waive presentment, demand or payment, protest, and notice of non-payment and of protest 

FORM FRANDOC-IPN-Rcvised 12/06

SECURITY AGREEMENT 

APPENDIX D 

EXHIBriD 

SECURITY AGREEMENT between NMTC, INC. d/b/a MATCO TOOLS a Delaware Corporation, with an Office at 4403 Allen Road, 

Stow, Ohio 44224, C'Secured Party") and 0 of 0 

City of 0 County of 0 State of 0 ("Debtor"). 

1. CREATION OF SECURITY INTEREST. In consideration of Secured Party extending credit and/or financing facilities to Debtor, Debtor 

hoêby grants to Secured Party a security interest in the Collateral described in Section 2 to secure all Debtor's present and future debts, 

obligations and liabilities of whatever nature accruing under the Mateo Tools Distributorship AgreCTient signed by the parties on 

, , if any, any note or notes of Debtor, direct or indirect, absolute or contingent, due or 

to become due, whether now existing or hereafter arising, together with applicable interest thereon ("Obligations"), to Secured Party. This 

Agreement shall not be rendered void by the fact that as of any particular date there are no outstanding secured obligations, and no commitment 

by Secured Party to make advances. If at such time additional future advances are contemplated by the parties hereto, or any of them, this 

Agreemoit shall, if otherwise valid, continue in force and effect, insofar as concerns, and stand as security for, any indebtedness, liabilities and 

obligations of Debtor to Secured Party, incurred as arising prior to the filing of record of a termination statemrait with respect hereto, as 

required by law, Defetor herdiy instructs the Secured Party not to file a termination statemrat until requested to do so by D^tor in writing. 

2. COLLATERAL, The collateral subject to this Security Agreement ("the Collateral") is Dditoi's inventory of all tools, and equipmrat, 

including attachmoits, accessories, and replacement parts therefore, now owned or hereafter acquired by Debtor, all products doived there 

fivni, and all cash and non-cash proceeds, notes, instruments, chattel paper, contract ri^^ts, general intangibles and accounts receivable together 

with all proceeds arising there fix>Tn,whetfier as a result of the sale exchange, collection or other di^>osition of any of the Collateral, or 

otherwise. Hie Collateral is more specifically described in Debtor's purchase orders, invoices, periodic inventories, and books and records of 

account, as and when executed, which are by reference made a part hereof 

3. DEBTOR'S WARRANTIES AND COVENANTS. Debtor covenants and warrants: 

(a) Ownership-except for the security interest hereby granted, Debtor has, or in acquisition will have, full fee simple title to the Collateral, 

free of any adverse encumbrances, liais, or security intwests, and that Debtor will defend the Collateral against all claims and demands of 

all persons at any time claiming the same or any interest therein. 

(b) Location of Collateral-the Collateral will be kept at the address(es) of Debtor shown herein. 

(c) Change of Addresses-Debtor shall immediately advise Secured Party in writing of any change or discontinuance in any of such 

address(es). 

(d) No Otho- Financing Statement-which no other Financing Statement covoing any of the Collateral is on file in any public ofQce, with 

the exception ofthe following lien by none but Mateo 

(e) Maintenance of Collateral-that Debtor shall maintain the Collateral in good condition and repair and not pemiit its value to be impaired; 

keep it free from all liais, encumbrances, and security interests (other than Secured Party's security interests); defend it against all claims 

and legal proceedings by persons other than Secured Party; pay and discharge when due all taxes, license fees, levies, and other charges 

upon it; not sell, lease, or otherwise dispose of it or permit it to become an accession to ottiw goods except in the ordinary course of 

business, or as specifically authorized in writing by Secured Party; not permit it to be, used in violation of any applicable law, regulation, or 

policy of insurance. Loss of or damage to the collateral shall not release Debtor from any of the OBLIGATIONS. 

(f) Insurance of Collateral-that Debtor will have and maintain insurance at all times with respect to all Collateral against risks of 

fire(included extoided coverage), theft and other casualty, with reputable insurance companies; such insurance to be payable to Secured 

Party and Debtor as dieir interests may appear. 

(g) Proceeds of Notes-in the event that any of tiie CoUatoal is being or shall be acquired with the proceeds disbursed by Secured Party of a 

note or notes, Dditor shall use such proceeds solely for acquisition of Collateral and shall not mingle such proceeds with Debtors other 

assets nor divert such proceeds for any other puT3X>se whatever. 

4. FINANCING STATEMENT. At the request of the Secured Party, Debtor will join in executing, or will execute, all necessary financing 

statements and any other documents deemed necessary by Secured Party and pay the cost of filing such statemaits or other documents. 

5. PERSONS BOUND. This Agreonent benefits Secured Party, its successors and assigns, and binds the Dd)tor(3) and their respective heirs, 

personal representatives, successors, and assigns. 

^

6. PAYMENT. Paymait for all OBLIGATIONS shall be made in accordance with the temis of the Agreement under which they accmed. 

Interest on all OBLIGATIONS shall acCTue from the date the OBLIGATION was incurred until payment in fiill by Ddrtor at the ratepublished 

by Secured Party from time to time. 

7. POSSESSION OF COLLATERAL. Until default Debtor may have possession of the Collateral and use or sell it in the ordinary course of 

Debtor^s business, in any lawful manner not inconsistrait with this Agreement. 

8. INSPECTION OF COLLATERAL. Secured Party is authorized to examine and inspect the Collateral wherever located at any reasonable 

time or times, and D^tor shall assist Secured Party in making such inspection, which may include a physical invaitory. 

9. REQUIRED REPORTS. Debtor will provide necessary business reports as requested by Secured Party field and/or Corporate Management 

10. MAINTENANCE OF SECURITY INTEREST. Debtor shall pay all expenses and, upon request, take any action reasonably deemed 

advisable by Secured Party to preserve the Collateral or to establish, detmnine priority of, perfect, continue perfected, tenninate, or enforce 

Secured Party's intwest in it or rightsunder this Agreement 

11. AUTHORITY OF SECURED PARTY TO PERFORM FOR DEBTOR. If Debtor breaches or fails to perform, as when required, any 

provision of this Agreraient or die OBLIGATIONS, Secured Party is authorized, in Debtor's name or otherwise, to take any such action 

including without limitation signing Debtor's name or paying any amount so required, and the cost shall be one of the OBLIGATIONS secured 

by this AgrcOTient and shall be payable by Dditor upon demand with intCTCSt from the date of payment by Secured Party at Secured Party. At 

the ratepublished from time to time by Secured Par^. 

12. DEFAULT. Debtor shall be in defiiult under this agreement upon die happening of any of the following events or conditions: 

(a) Default in the payment or performance of any obligation, covenant, liability and/or the OBLIGATIONS contained or referred to herdn 

or in any note evidencing the same; 

(b) Any warranty, rq)resentadon or statemoit made or furnished to Secured Party by or on bebalf of Debtor proves to have been false in any 

matCTial respect when made or furnished; 

(c) Any event whidi results in the acceleration of the maturity of the indditedness of Dd)tor to others under any indenture, agreement or 

undertaking; 

(d) Loss, thefl, damage, destruction, sale except in the ordinary course of business, or encumbrance to or of any of die Collatraal, or the 

making of any lervy, seizure or attachment thereof or thereon; 

(e) E>eath, dissolution, t«mination of existence, insolvency, business failure, appointment of a receiver of any part of the property o^ 

assignment for the benefit of (^îtors by, or the commencem«it of any proceedings under any bankmptcy or insolvency laws by or against. 

Debtor or any guarantor or surety for Debtor. 

(f) The failure of the undesigned to have this note fully collateralized at all times. 

13. DEBTOR'S DEFAULT. Upon default hCTcunder or cancellation of die Mateo Tools Distributorship Agreement between the parties, if any, 

or default by D^tor under said Agreement, all the OBLIGATIONS shall at the option of the Secured Party and without any notice or demand, 

become immediately due and payable; and Secured Party shall have all rights and remedies for default provided by the Uniform Commoxsial 

Code, as enacted in the State of Ohio, as well as any other q^licable law. With respect to such rightsand remedies: 

(a) Asserhbling Collateral-Secured Party may require Debtor to assemble the Collateral and to make it available to Secured Party at any 

convenient place designed by Secured Party. 

(b) Notice of Disposition- Written notice, when required by law, sait to any address of Dditor in this Agreement at least ten calendar days 

(counting the day ofthe sending) before the date of a pn^x>sed dispositicMi of the Collateral is reasonable notice. 

(c) Expenses and Application Proceeds-Debtor shall rdmburse Secured Party for any expense incurred by Secured Party in protecting or 

enforcing its rights under this Agreemait, including widiout limitation reasonable attorneys' fees and Iâl expenses and all expenses of 

taking possession, holding, preparing for disposition, and di^xwing of the Collataal. After deduction of such expenses, Secured Party may 

apply the proceeds of disposition to the OBLIGATIONS in such order and amounts as it elects. 

(d) Waiver-Secured Party may permit Debtor to remedy any default without waiving the default so remedied, and Secured Party may waive 

any default without waiving any other subsequent or prior default by Debtor, or die same default at a lata- date. 

14. NON-LIABILITY OF SECURED PARTY. Secured Party has no duty to protect or dispose of (he Collateral. Debtor releasesSecured Party 

from any liability for any act or omission relating to the OBLIGATIONS, the Collateral, of diis Agreement; except Secured Party's willful 

misconduct. 

15. DEALERSHIP AGREEMENT. Hie terms of the current Mateo Tools Distributorship Agreement between the parties, if any, are hereby 

incorporated by refo^ce and shall be part of this Security Agreement unless otherwise provided. No provisions herein shall amend the Mateo 

Tools Distributorship Agreonait or guarantee its continuance or renewal; and, likewise, no term therein shall be deemed to modify or amend 

the terms hereof. In the case of any conflict or ambiguity betweai die terms of the Mateo Tools Distributorship Agreement and this Agreanait, 

the terms of this Agreement shall control. 

2

16. MISCELLANEOUS. This Security Agreement shall be governed by die Uniform Commercial Code and odier applicable laws of the State 

of Ohio, other than the law on conflit^ of law of such State, The terms of this Agreement are severable; in the event one or more terms hereof 

are finallydeclared by law or by any court of competent jurisdiction to be legally void, unenforceable, unconscionable or illâl, the remainder 

of this Agreement shall continue to be valid and shall be interpreted and enforced as if die offending term had not appeared herein. This 

Agreanent, togetherwith any documoit ccmtaining terms incorporated herein or referred to hereby, shall constitute the entire Agreranent 

betweai Dditor and Seoired Party as tothe subject mattra- hereof This Agreemrait shall become effective when signed by the Debtor. Secured 

Party may sell or assign tfiisAgreement toany person or corporation without prior notice to or consent of Debtor, and Debtor agrees toperform 

under this Agreement forthe benefit of sudi purdiaser or assignee from Secured Party to the same extent as for Secured Party. 

MATCO TOOLS 

Signed by Debtor on , BY 

(Name & Title) 

Debtor 

Richard Smearchedc 

0 Director, Financial Services 

Debtor 

Wimess 

Wimess 

All additional addresses of Dd>tor at which Collateral will be kc^t are: 

Street: 

City: 

Street: 

City: 

Coimty: _ „ „ County: 

State; 

State: 

ASSIGNMENT 

For value received, die undersigned Security Party hoeby assigns this Security Agrcemoit to 

^hereafter called 

"Assignee", its successors and assies and hereby transfers title to the proper^ described in said Security Agreement to said Assignee, and 

warrants that the fectsset forthin die Security Agreement are true, diat s^d property is free of all liwis and encumbrances of whatevra- nature or 

kind except the Hen and encumbrance created by this Security Agreement; that s^d Security Agreement is genuine and in all things what it 

purports to be and that die undersipied has title to said propaly and has a right totiansfa- title thereto; that the propoty described in said 

Security Agreement was sold to the Debtor in a bona fide time sale transaction; that all parties to the Security Agreement had cîacity to 

craitract; that none of the parties thoirto is a minor, and that the undersigned has no knowledge of any feetwhich impairs the validity of said 

Security Agreement or renders it less valuable or valueless. If any of die warranties herein contained are untme, the undersigned will purchase 

on demand this Security Agreement for the balance ranaining unpaid thereon. 

This day of ^ , 20 

By 

Title 

FORM FRDOC-SA-Rcviscd 12J06

MATCO TOOLS 

DISTRIBUTOR'S PURCHASE-SECURITY AGREEMENT 

CREDIT ASSIGNMENT AGREEMENT 

APPENDIX D 

EXHIBIT E 

THIS AGREEMENT, made and entered into at Stow, Ohio, this 

day of 

by and between NMTC, Inc. d/b/a MATCO TOOLS, a Delawê Corporation (herein referred to as "Assignee"), and 

referred to as "Distributor"). 

of 

(herein 

WITNESSETH, That 

WHEREAS, Distributor is and has been serving as an independent distributor for NMTC, Inc. d^/a MATCO TOOLS, herein 

referred to as MATCO TOOLS, engaging in the solicitation for sale and sale of MATCO tools and related equipment to 

professional mechanics; and 

WHEREAS, Assignee is willing to provide financing for certain of such purchases, provided Distributor agrees to and 

complies with the terms and conditions contained in this Aereement; 

NOW, THEREFORE, the parties hereto agree as follows: 

1. From time to time after the date hereof. Distributor shall present to Assignee for purchase executed credit 

documents and related materials, in form and substance satisfactory to Assignee, providing for the assignment 

to Assignee of rights to collection of amounts payable representing the time purchase balance due in 

connection with the sale by Distributor of tools, equipment and/or related products purchased from MATCO 

TOOLS. Upon receipt of such documents and materials, it shall be within the sole discretion of Assignee 

whether or not to purchase the same, and nothing herein shall be constnied as imposing any obligation upon 

Assignee to make any purchases from Distributor. 

2. The purchase price to be paid to the Distributor by Assignee for credit documents accepted for assignment 

shall be determined by Assignee in its sole discretion, such price will be adjusted periodically and never be 

less than eighty-five percent (85%) of the net cash price (principal amount of purchase included in the credit 

document being accepted by Assignee not including amounts previously assigned) thereof unless otherwise 

specified by MATCO TOOLS. Upon acceptance of any such documents, payment shall be effected by 

Assignee arranging for immediate credit against Distributor's purchase account with MATCO (amounts due 

MATCO in the ordinary course of business, exclusive of amounts outstanding under notes or other credit 

documents provided under other debt agreements between Distributor and MATCO) and a confirming 

document will be forwarded to Distributor. 

3. Distributor hereby warrants and represents to and agrees with Assignee as follows: 

(a) All credit documents presented to Assignee for assignment hereunder shall be full, correct, complete 

and genuine, and shall be fully and properly executed, shall accurately and truthfully describe the 

date(s) of purchase, items purchased and purchase price(s) charged and shall not have been offered 

previously to any other financial institution or other entity for purchase or as collateral against 

advances;

(b) All credit documents presented to Assignee for assignment hereunder shall relate to and arise from 

the sale of MATCO TOOLS, equipment and/or related products sold and to be utilized primarily for 

the Commercial conduct of trade or business of the customer executing such document and in no 

event shall any such credit documents have arisen from or relate to any sales of products for 

primarily personal family or household purposes, or sales of products marketed by any entity other 

than MATCO; 

(c) Without prior written consent of the Assignee, Distributor shall in no event nor at anytime prior to 

or after a sale of products, modify the terms of any instrument purchased by Assignee; 

(d) Distributor shall at all limes, as an independent contractor, operate in his own name and be solely 

answerable for the costs and expenses, consequences and damages arising out of the conduct of his 

business as a distributor for MATCO; 

(e) Distributor shall at all times comply with the procedures from time to time established by Assignee 

with respect to credit limits, handling of credit documents and other activities related to fmancing of 

sales of MATCO products as contemplated hereunder; 

(f) The Distributor may elect to assist Assignee in making repossessions if and when requested to do so 

by Assignee provided repossession can be effected without Breach of Peace; 

(g) It is mutually agreed that, upon Assignee's request to make a particular repossession and upon 

Distributor's election to assist in such repossession. Distributor shall purchase the repossessed 

merchandise from Assignee. The purchase price of the repossessed product(s) shall be determined 

by the Fair Market Value established pursuant to MATCO's Repossession Policy, as same may be 

revised from time to time, and such purchase by the Distributor shall be subject to the Policy's terms 

and conditions. 

(h) Distributor agrees that upon termination or suspension of this Agreement to accept reassignment by 

Assignee to Distributor of any and all contracts previously purchased during the ninety (90) day 

period immediately prior to termination of this Agreement. Distributor hereby agrees to accept such 

assignment without set-off or deduction and authorizes Assignee to debit Distributor's purchase 

account in an amount equal to the amounts due on the reassigned documents; 

In the event that a replacement Distributor, who agrees to service the above referenced accounts, is 

available, then MATCO will offer to re-purchase such serviced accounts at the principle value then 

outstanding. MATCO will make a good faith effort to locate a Distributor to service any reassigned 

accounts per the conditions of this paragraph with the intention to repurchase such accounts; 

(i) Distributor agrees that at such time that he is no longer acting as an independent Distributor for 

MATCO TOOLS to assist in the orderly transfer of accounts not subject to the conditions of 

paragraph (i) to Assignee, and to assist in the verification of all outstanding balances of assigned 

accounts prior to settlement of all accounts wdth MATCO TOOLS; 

Q) Distributor agrees to collect and remit to Assignee amounts payable representing the time purchase 

balance due in connection with the sale by Distributor of tools, equipment and/or related products 

purchased from MATCO TOOLS and financedpursuant to this Agreement; and 

(k) Distributor agrees to service all MATCO TOOLS P.S.A. Accounts existing within his Exclusive 

List Of Calls and Potential Customer List whether the original contract was written by Distributor or 

not. 

4. Upon acceptance ofthe credit documents hereunder. Assignee hereby releases Distributor from all liability for 

said credit documents except as provided in Paragraph 3; subject, however, to the following terms and 

conditions: 

(a) Upon failure by Distributor to remit payments or other funds collected on behalf of Assignee, 

pursuant to Paragraph 3 (d) above. Distributor hereby authorizes Assignee and MATCO to debit 

Distributor's Purchase Account with MATCO in an amount or amounts equal to the sums collected 

but not remitted. In addition, MATCO may charge Distributor an administrative fee (currently set at 

$25 per occurrence, per conu-act) for delinquent, insufficient payments or inaccurate reporting as 

consideration for MATCO's time and efforts in collecting monies, additional correspondence with 

you, credit bureaus and others, and administrative time and costs to correct data. Any amounts not 

remitted by Distributor within 10 days of their collection shall be deemed funds not promptly 

remitted and subject to this provision; 

2

(b) Any documents, notes, agreements or other contracts assigned by Distributor to Assignee pursuant 

to this Agreement which are later shown or alleged to be, in whole or in part, altered, amended, 

modified, forged, or not genuine, accurate, or in compliance with the terms of this Agreement in any 

respect, shall be immediately reassigned by Assignee to Distributor and upon such reassignment 

Distributor hereby agrees to accept such assignment and immediately, without set-off or deduction 

of any kind, agrees to pay Assignee the fiill amount of any principal balance then outstanding 

thereon plus interest, and other charges accrued thereon to the date of such reassignment. Upon 

failure by Distributor to pay Assignee as stated above upon any reassignment of documents within 

10 days ofthe date of reassignment. Distributor hereby authorizes Assignee and MATCO to debit 

Distributor's Purchase Account in an amount equal to the amounts due on the reassigned documents. 

This Paragraph (b) shall not apply in the case when Assignee has, by its own action, or with its 

written consent, been a party to an amendment or modification of any document, note, agreement or 

other contract: and 

(c) Distributor shall not, without prior written consent of Assignee, release any security interest in 

goods subject to documents assigned to Assignee hereunder, modify or substitute collateral 

specified in any such documents, consent to or accept retum of any goods or collateral subject to or 

covered by any of the assigned documents or effect repossession of any such goods or collateral. 

Any of the foregoing actions on the part of Distributor, without the written consent of Assignee, 

shall be deemed to be an alteration ofthe documents pursuant of Paragraph 4 (b) above. 

5. In the event Distributor desires to include portions or all of an unpaid balance owing to Distributor by a 

particular customer with new purchases by the customer, and assign all such amounts to Assignee pursuant to 

this Agreement, such a proposal will be considered, provided the total net cash price of new purchases will 

equal or exceed minimum amounts as may be required under the policies of the Assignee. If Distributor 

desires to make such a proposal, he shall do so in writing, including therewith a completed credit application, 

as may be required by the Assignee, on the customer and a copy of the customer's ledger sheet showing 

charges, credits, total owing, and payment records, and such other information relating to the customer or 

transactions as Assignee may reasonably request. The decision on acceptance of the proposal shall be within 

the sole discretion of Assignee. 

6. The liability of Distributor hereunder shall not be affected by any settlement, extension, forbearance or 

variation in terms which Assignee may grant in connection with any credit documents acquired hereunder or 

by the discharge or release ofthe obligations of the account debtor by operation of law or otherwise. Assignee 

makes no representation or warranty to Distributor conceming the validity, enforceability or sufficiency of any 

credit documents and/or other materials furnished to Distributor by Assignee. 

7. This Agreement may be terminated at any time by Distributor or Assignee by written notice, but such 

termination shall not affect the respective rights and obligations of either party as to credit documents 

theretofore purchased by Assignee. 

8. It being anticipated that Distributor and/or other parties to credit assigmnent agreements with Assignee may 

assign to Assignee credit documents covering sales to a particular customer which occurred on more than one 

occasion, it is understood and agreed that, unless otherwise agreed in writing between Assignee and 

Distributor or required by law, payments received from such a customer will be applied against the respective 

payment obligations of the customer in a manner such that all current and past due obligations under the 

documents bearing the earliest date will be treated as satisfied first, all current and past due obligations under 

the documents bearing the next-earliest date will be treated as satisfied next, and so-on, with the current and 

past due obligations under the documents bearing the most recent date being treated as satisfied only after 

current and past due obligations under documents bearing earlier dates have been satisfied. 

9. This Agreement contains the entire understanding of the parties with respect to the transactions contemplated 

hereby and the same shall be amended or modified only by written agreement specifically referring hereto. 

None ofthe provisions hereof shall be deemed to in anyway limit such rightsas either party hereto may have 

by statute or at law or in equity as against the other party, and any remedies provided for herein shall be in 

addition to and not exclusive of any other remedy available by statute or under principles of common law of 

equity and such remedies may be exercised by either party consecutively or concurrently and such exercise 

shall not be deemed to waive any other rightsor remedies which may be available to a party. 

3

10. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective 

heirs, successors and assigns, provided however, the same shall not be assigned by the Distributor without 

prior written consent of Assignee thereto. 

11. This Agreement shall be govemed by and constmed in accordance with the laws of the State of Ohio. 

IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed as of the date and year first written 

above. 

SIGNED IN THE PRESENCE OF: 

NMTC, Inc. d/b/a MATCO TOOLS 

BY 

Richard Smeareheck 

ITS: Director, Financial Services 

DISTRIBUTOR: 

(signature) 

(printed name) 

(address) 

FORM FRANtX)C--\A-Revised i:.05

MATCO TOOLS 

APPENDIX D 

EXHIBIT F 


CREDIT ASSIGNMENT AGREEMENT 

"ADDENDUM AND GUARANTY" 

Distributor's Purchase Security Agreement Credit Assignment Agreement made and entered into on the 

day of , by and between NMTC, Inc. d^/a MATCOTOOLS, a 

Delaware Corporation (herein referred to as "Assignee") and 

of , , (herein referred to as Distributor) 

is amended and revised this day of , as follows: 

WHEREAS, Distributor is and has been serving as an independent Distributor for NMTC, Inc., d/b/a/ 

Mateo Tools, herein referred to as MATCO TOOLS engaging in the solicitation for sale and sale of 

MATCO tools and related equipment to professional mechanics; and 

WHEREAS, Distributor wishes to make it possible for certain of its customers, which do not meet credit 

standards required by Assignee, to make purchases of MATCO tools and related equipment and pay for 

the same on a deferred, installment basis; and 

WHEREAS, Assignee is willing to provide financing for certain of such purchases, provided Distributor 

agrees to and complies with terms and conditions contained in this Agreement. 


1. The determination of a Distributor's eligibility for Assignee to accept Purchase Security Agreements 

which do not meet credit standards (herein referred to as Recourse PSA) normally required 

by the Assignee, shall be at the sole discretion of Assignee. 

2. The purchase price to be paid to the Distributor by Assignee for Recourse PSA's shall be determined 

by Assignee in its sole discretion, such price will be adjusted periodically and never be less 

than ninety-five percent (95%) of the net cash price (principal amount of purchase included in the 

credit document being offered to Assignee, not including amounts previously assigned) thereof, 

unless otherwise specified by MATCO TOOLS. 

3. Distributor hereby warrants and represents and agrees with Assignee as follows: 

(a) 

Distributor hereby authorizes Assignee to debit Distributor's Purchase Account for the 

principal balance due on any and all Recourse PSA's when any ofthe following conditions 

exist-termination, promotion to District Manager, collateral does not exist, account balance 

has been paid in full to Distributor and/or fraudulent credit documentation.

(b) 

Distributor guarantees that Assignee will not suffer any loss on the purchase by Assignee o 

Recourse PSA's (Distributor's customers which do not meet credit standards required by 

Assignee). 

4. This Agreement contains amendments to Distributor's Purchase Security Agreement Credit 

Assignment Agreement and does not change, revise, cancel or amend any part of said Agreement 

with the exception of those herein stated. 

IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed as of the date and 

year first written above. 



BY 

ITS 


Director, Financial Services 

DISTRIBUTOR: 

(signature) X _ 

(print name) 

(address) 

HOR.M ITlANDOC-Gr-ReviMd I2'06

Appendix D 

Exhibit G 

Mateo Tools 

Joe Distributor 

DISTRIBUTOR # 411116 

3/2/2008 2:56:06PM 

Mateo 

PSA 

INV 1 

Section 1 - Buyer 

Doe, John 

My Car USA 

M820200022 

1285 Any Street 

Anywhere, OH 44224- 

1 

MYCAR 

PENDING 

REPRINT 

Seetion 2 - Goods 

Sold 

Item QTY Amount Comment 

MB7525 1 5105.00 S/N 123456 

CUSTOM 2 BAY ROLLAWAY 

Purchases: 5105, ,00 

Tax: 370, . 11 

Freight/Labor: 0, ,00 

Total: 5475, , 11 

Section 3 - Payment Schedule 

No. of 

Weekly 

Payments 

208 

Amount 

of Each 

Payment 

36.30 

Total 

of 

Payments 

7550. 40 

Weekly 

Payments 

Commence 

03/09/08 

Section 4 - Terms Of Sale 

(A) Total Cash Price 5105, ,00 

(B) Trade In 0, ,00 

Subtotal (A-B) 5105, ,00 

(C) Sales Tax of 7.250% 370, , 11 

(D) Cash Down Payment 511, ,00 

(E) Net Cash Price 4964 , 11 

(F) Administration Fee 30, ,00 

(G) Net Due On Prior PSA 0, ,00 

(H) Principal Balance 4994 ,11 

(I) Time Price Differential 2556, ,29 

(J)Total Time Purchase Balance 7550, , 40 

Next Weekly Pmt. Due: 

***36.30***

BUYER ACKNOWLEDGES RECEIPT OF 

THE GOODS LISTED ABOVE AND A 

COMPLETELY EXECUTED COPY OF 

THIS AGREEMENT AND WARRANTS 

THAT THESE GOODS ARE 

PURCHASED PRIMARILY FOR USE IN 

THE COMMERCIAL OPERATION OF HIS 

TRADE OR BUSINESS AND NOT FOR 

PERSONAL, FAMILY OR HOUSEHOLD 

USE. 

THIS AGREEMENT IS SUBJECT TO 

THE TERMS AND CONDITIONS ON THE 

MASTER AGREEMENT, WHICH IS ON 

FILE AT MATCO TOOLS, A COPY OF 

WHICH HAS BEEN GIVEN TO THE 

BUYER AND IS INCORPORATED 

HEREIN AS PART OF THIS 

AGREEMENT. 

Buyer/End 

User 

Date: 

THIS AGREEMENT IS ACCEPTED BY 

SELLER AND HEREBY ASSIGNED 

UNDER THE TERMS OF THE 

ASSIGNMENT ON MASTER AGREEMENT 

Distributor/Secured Party (Seller) 

Date: 


Authorized Mateo Tools 

Distributor 

Business Phone: (300) 555-1212 

Pager: (300) 555-5757 

Mateo Tools 

P.O. Box 99999 

Metropolis, Ohio 99999

NMTC, INC. 

(D/B/A MATCO TOOLS) 

4403 ALLEN ROAD, STOW, OHIO 44224 

PURCHASE MONEY SECURITY - MASTER AGREEMENT 

Name 

Phone 

Address 

City, State, Zip 

Buyer acknowledges receipt of a completely executed copy of this Master Agreement and warrants that all Goods arc purchased primarily for use in the commercial operation of 

this trade and business and not for personal, family or household use. Buyer authorizes ScUer/Dislribulor and/or his assignees as interested parties as permitted by law to 

substantiate and investigate the information on his/her credit application and to report and exchange credit information now and in the future conceming his/her performance of 

this Agreement. 

This Agreement is subject to the terms and conditions set forth herein and the terms and conditions setforth in all future MDBS-PSA Sales Receipts. This Agreement shall be 

executed and become effective when both Buyer and Seller agree to the sale of the Goods described therein and such Goods have been delivered to and accepted by Buyer. 

Buyer/End User 

This Agreement is accepted by Seller and hereby assigned under the terms ofthe assignment stated betow. 

Date 

Distributor/Secured Party 

Date 

The undersigned guarantees the payment, when due, to any Holder of said Contract, the entire amount owing with respect to such Contract, in the event of default in payment by 

the Buyer named herein. The undersigned waives notice of acceptance of this guaranty, notice ofany extensions in time of payment, notice of sale of any of said property and all 

other notices to which Seller may be entitled by law and agrees to pay all guaranteed amounts upon demand without requiring any proceeding against Buyer. 

[Guarantor] 

Date 

Seller's Assignment to MATCO TOOLS 

(Hereinafter called Assignee) 

FOR VALUE RECEfVED, and subject to the terms of agreement with Assignee, Seller docs hereby sell, assign and transfer the Security Agreement set forth above and all 

Receipts (collectively, the "Contracts") and all Seller's security interest and lieninandright and title to the Collateral described therein to NMTC, Inc. (d/b/a/MATCO TOOLS), 

its successors and assigns (collectively, "Assignee"), with power to take legal proceedings in the name of Seller or Assignee. Seller warrants that the Contracts are genuine and 

in all respects what they purport to be; that the down payment was made by the Buyer in cash and not its equivalent, unless otherwise noted therein, and that no part thereof was 

loaned directly or indirectly by Seller to Buyer, that said Collateral is free from any other security interest or other liens or encimibrances whatsoever, except as created by the 

Contracts, that the Buyer was of at least legal age at the lime of his execution of each ofthe Contracts, that Seller knows of no time or instance when Buyer was refused or 

rejected for credit; and that there isnowowingwithrcspcct to the Contracts the respective amounts set forth therein. Upon breach ofany ofthe foregoing warranties, Seller will, 

upon demand therefor, purchase the Contract for the respective amoimts owing with respect thereto, plus all costs and expenses paid or inciured by Assignee with respect 

thereto. All remedies of Assignee shall be cumulative and not alternative. 

Seller guarantees the payment, when due, to any Holder of said Contract, the entire amount owing with respect to such Contract, in the event of default in payment by the Buyer 

named therein, ifrequiredandappropriateinaccordancewithaCredit Assignment Agreement of Seller with Assignee, the terms of which are incorporated herein. Seller waives 

notice of acceptance of this guaranty, notice of any extensions in time of payment, notice of sale of any of said property and all othernotices to which Seller maybe entitled by 

law and agrees to pay all guaranteed amounts upon demand without requiring any proceeding against Buyer. Seller warrants that the description of the Collateral listed on the 

Contracts/Receipts is accurate and complete.

Terms and conditions of Sale/Security Agreement. 

1. The Seller/Distributor (which term shall mean Seller and any assignee orHolder hereof, as the case may be) hereby sells, and the Buyer/End User (hereinafter known 

as Buyer) jointly and severally if more than one, hereby purchases, subject to the Terms and Conditions set forth herein and on the reverse hereof, the Tools and 

Equipment described on the reverse and herein called "Goods", delivery and acceptance of which arc hereby acknowledged by Buyer, and subject to conditions staled 

herein and stated in subsequent MDBS-PSA Sales Receipts (collectively, the "Receipts"), the tools and equipment described in the Receipts, also herein called 

"Goods", delivery and acceptance of which is hereby acknowledged by Buyer. 

2. Buyer agrees to pay MATCO, in accordance with the terms set forth in the applicable Receipts. Buyer agrees to pay the Time Purchase Balance, which includes a 

Time Price Differential (as such documented in the Receipt), which is an interest charge, in consecutive weekly installments as scheduled until the enhre Time 

Purchase Balance has been paid in full. Buyer may make more than one scheduled payment at a lime, but no partial payments will be accepted by the Seller. Buyer 

may pay Ihe entire unpaid balance at any time. 

3. In Ihe event Buyer pays the full amount due and slated as the Time Purchase Balance before the last scheduled payment is due, Seller shall credit Buyer's accounts 

with Seller or refund to Buyer in cash (if Buyer has no unpaid accoimts outstanding with Seller or such early payment is not done in conjunction with another 

Purchase Money Security Agreement with Seller) such portion of Ihe Time Price Differential, if any, to which Seller has not then become entitled, as calculated 

pursuant to the Rule of 78's calculation. 

4. Tosecure the payment ofthe Time Purchase Balance and ofany other amoimts owing hereunder (collectively, "Obligations"), Buyer hereby grants to Seller and any 

Holder hereof a purchase money security interest and lien in and to Ihe Goods described on the reverse and herein or in any other Receipt, and in addition, the rigjitto 

filcaUCC-l Financing Statement creating an additional lien inallloolsandequipment now owned by Buyer for use in Buyer's trade or business, together with any 

and all similar tools and equipment hereafter acquired, except where prohibited by law, and all products and proceeds thereof (including, without limitation, any 

insurance proceeds) (collectively, the "Collateral"). 

5. Buyer agrees to (a) maintain insurancereasonablyacceplable to Seller with respect to the Collateral and, upon Seller's request, provide Seller with evidence of such 

insiirance, (b) execute financing statements, continuation statements and other documents as Seller shall deem necessary to perfect or protect its security interest in 

the Collateral, and in addition, hereby authorize Seller or its agents or assigns to execute and file, without the signature of Buyer, one or more such financing 

statements if permitted in the relevant juris diet ion, with Seller paying the cost of filingall such financingstatements in all public offices wherever filing is deemed by 

Seller to be necessary or desirable, (c) maintain the Collateral free and clear of any and all hens, claims and encumbrances other than those of Seller, (d) maintain the 

Collateral in good operating condition and repair, (c) pay all taxes, levies and assessments imposed or made on Buyer or any of the Collateral when the same shall 

become due and payable, (f) not merge into or permit the purchase or acquisition of all or a substantial part of its assets by anycntity,(g) not sell, lease or remove any 

Collateral fromBuyer's address set forth herein, (h) maintain and permit Seller to inspect Buyer's books and records at Buyer's address set forth herein, (I) permit 

Seller to enter Buyer's place of business at Buyer's address set forth herein to inspect the Collateral, (j) pay all Obligations when due, (k) not become insolvent, or fail 

to pay its debts as they become due, or (I) not suffer a material adverse change in Buyer's business or financialcondition. 

6. If Buyer shall fail to comply with Section 5 hereoforothcrwisefailstoperformanyofitsobligationsunder this Agrccmert or under any Receipts, such failure shall 

constitute a "Default" hereunder. Uponlheoccurrenceofany Default and at any time thereafter. Seller may, at its option, (a) declare all Obligations immediately due 

and payable without demand, presentment, notice or other action (each of which is expressly waived by Buyer), (b) cease delivery ofany other Goods on credit and 

cease any other extension of credit to Buyer, (c) exercise all of the rightsand remedies of a secured party under the Uniform Commercial Code or under any other 

applicable law, (d) collect, receive and realize upon the Collateral or any part thereof, (c) sell, assign, dispose of and deliver the Collateral or any part thereof at a 

public or private sale at such price as Seller may deem best, (f) purchase all or any part ofthe Collateral so sold, to the extent permined bylaw, free of any rightor 

equityofredemption in Buyer, which rightBuyer hereby releases, (g) charge to Buyer interest on the unpaid portion ofthe Time Purchase Balance at a default rate of 

22.5% Armual Percentage Rale or the maximum rate permitted bylaw, whichever is lower, and (h) charge a late payment fee equal to the greater of (1) Three 

Dollars ($3.00), or (2) fivepercent (5%) of the portion ofthe Weekly Payment Amount(s) then due. Buyer will assemble the Collateral and make it available to 

Sellerat such places as Seller shall select. All costs ofexcrcising such remedies and otherwise collecting the Obligations shallbe payable by Buyer and considered a 

part of the Obligations. 

7. If more than one person signs this agreement, the obligation shall be joint and several. Anyprovisionof this agreement which is in conflict with the statutes of the 

applicable jurisdiction ishcrcbyamended to conform to the minimum requirements of such statutes. Creditor is authorized to investigate Buyer's credit and to report 

Buyer's performance on this agreement, and to verify employment and income references. Buyer agrees to notify the Sellerin writing of any change of address. 

8. Seller/Distributor is an independent contractor and is not the Agent or Employee of NMTC, Inc. d/b/a MATCO TOOLS or assignee (herein identified). Assignee has 

sole discretion to accept assignment of this agreement. Neither MATCOTOOLS, nor Assignee shall haveanyrcsponsibility to Seller/Distributor or Buyer or any 

other party if Assignee does not accept assignment of this Agreement. 

9. This Agreement, together with any Receipts, represents theentircintegratedcontract of the parties on this subject. Seller's delay, omission or election not to exercise 

any right, power or remedy hereimder shall not be construed as waiving or acquiescing in any breach omission or failure ofany of Buyer's duties of performance 

hereunder. This Agreement and all rights,powers and remedies hereunder shall be enforceable under and interpreted in accordance with the laws of the State of 

Ohio (without giving effect to the conflict of laws/rules thereof). In the event that any provision of this Agreement is held to be illegal or unenforceable, such 

provision shall be deemed separate, and the remaining provisions of this Agreement shall survive and remain enforceable according to their tenure and effect. This 

Agreement shall bind and inure to the benefit of Buyer and Seller and their respective heirs, executors, successors, representatives, trustees and assigns. 

10. Seller/Distributor warrants that the Goods will be fitfor the ordinary purposes for which such Goods are used in the automotive/manufacturing industry. If any of the 

Goods are found by Seller to be nonconforming, such Goods will, at Seller's option, be replaced or repaired at Seller's cost. THE PARTIES HERETO EXPRESSLY 

AGREE THAT BUYER'S SOLE AND EXCLUSIVE REMEDY AGAINST SELLER SHALL BE FOR THE REPAIR OR REPLACEMENT OF 

NONCONFORMING GOODS AS PROVIDED HEREIN. The sole purpose ofthe stipulated exclusive remedy shall be to provide the Buyer with free repair and 

replacement of nonconforming Goods in die manner provided herein. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, 

EXPRESS OR IMPLIED, INCLUDING THOSE OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE NOT EXPRESSLY SET FORTH 

HEREIN. THE FOREGOING WARRANTY EXTENDS ONLY TO THE ORIGINAL BUYER OF THE GOODS AND IS NOT TRANSFERABLE. 

IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS 

AGREEMENT INCLUDING BUT NOT LIMITED TO BREACH OF ANV OBLIGATION IMPOSED ON SELLER HEREUNDER OR IN CONNECTION 

HEREWITH OR THE USE, STORAGE, DISPOSAL OR HANDLING OF THE GOODS SOLD HEREUNDER. INCIDENTAL AND CONSEQUENTIAL 

DAMAGES FOR PURPOSES HEREOF SHALL INCLUDE, WITHOUT LIMITATION, LOSS OF USE, INCOME OR PROFIT, INCREASED EXPENSE OF 

INSPECTION, OPERATION OR DOWN-TIME, OR LOSSES SUSTAINED AS THE RESULT OF INJURY (INCLUDING DEATH) TO ANY PERSON, OR LOSS 

OF OR DAMAGE TO PROPERTY (INCLUDING BUT NOT LIMITED TO PROPERTY HANDLED OR PROCESSED BY THE USE OF THE GOODS). BUYER 

SHALL INDEMNIFY SELLER AGAINST ALL LIABILITY, COST OR EXPENSE WHICH MAY BE SUSTAINED BY SELLER ON ACCOUNT OF ANY SUCH 

LOSS, DAMAGE OR INJURY. BUYER ASSUMES ALL RISK AND LIABILITY FOR LOSS OR DAMAGE RESULTING FROM THE USE, HANDLING 

STORAGE OR APPLICATION OF THE GOODS DELIVERED HEREUNDER.

^ 1 

SECTION A 

CREDIT APPLICATION 

SUBJECT TO MATO TOOLS / P.S.A CREDIT APPROVAL 

This application is for purpose of obtaining credit to purchase Mateo Tools and equipment from an Authorized Mateo Distributor for use in the commercial 

operation of his or her trade and business. TTie Mateo Distributor may assign the Purchase Security Agreement for the mechanic to Mateo Tools / P.S.A. 

Application must be completed in its entirety for credit consideration 

LEGAL NAME SS# DATE OF BIRTH / / 

ADDRESS 

STREET APT BOX 

CITY STATE ZIP 

E-MAIL 

ROUTE 

RENT • OWN • LIVE WITH PARENTS • HOW LONG: Yrs Mos ROUTE DAY: 

HOME PHONE: 

CELL; 

SPOUSE NAME Drivers License # STATE: 

FORMER ADDRESS 

STREET APT BOX 

HOW LONG: Yrs 

Mos 

CITV STATE ZIP 

SECTION B 

CURRENT EMPLOYER 

ADDRESS 

EMPLOYMENT HISTORY 

STREET CITY STATE ZIP 

PHONE: 

SUPERVISOR HIRE DATE NET INCOME (WEEKLY) 

POSITION 

PREVIOUS EMPLOYER 

CITY/STATE 

PHONE 

SUPERVISOR 

HIRE DATE 

NET INCOME (WEEKLY) 

SECTION C 

OUTSTANDING DEBTS 

MORTGAGE/LANDLORD 

MONTHLY PAYMENT $ 

SECTION D 

PERSONAL REFERENCES -- TWO (2) REQUIRED 

PHONE 

CITY/STATE 

1. PARENTS CITY/STATE 

PHONE 

RELATIONSHIP 

2. FAMILY MEMBER (NOT LIVING W/ APPLICANT) CITY/STATE 

PHONE 

RELATIONSHIP 

3. FRIEND/CO-WORKER CITY/STATE 

PHONE 

RELATIONSHIP 

AMOUNT REQUESTED $_ 

ITEMS NEEDED 

The information stated in this application is warranted to be tnie. 1 am authorized to make this application and statement to obtain credit from the Mateo Distributor and/or his or her 

assignee and agree to pay according to the terms of sale as stated on each invoice. Mateo Distributor and/or his or her assignee, as interested parties as permitted by law, are hereby 

authorized to substantiate and investigate the information contained on this application and to report and exchange credit information now and in the future conceming my performanci 

of this agreement. 

APPLICANTS SIGNATURE 

DATE 

DISTRIBUTOR SUBMITTING 

MATCO APPROVAL $_ 

ACCOUNT NUMBER 

ADDITIONAL NOTES: 

OFFICE / DISTRIBUTOR USE ONLY 

.PROMOTIONAL QUALIFICATIONS 

DATE 

REVISED 05/09

MATCO TOOLS 


RECOURSE CREDIT ASSIGNMENT AGREEMENT 

APPENDDt D 

EXHIBIT J 

THIS AGREEMENT, made and entered into at Stow, Ohio, this 

day of 

by and between NMTC, Inc. d/b/a MATCO TOOLS, a Delaware Coiporation (herein referredto as "Assignee"), and 

of ._, (herein 

referred to as "Distributor"). 

WITNESSETH, That 

I 

WHEREAS, Distributor is and has been serving as an indq)endent Distributor for NMTC, Inc. d/b/a/ as Mateo Tools, herein 

referred to as MATCO TOOLS, engaging in the solicitation for sale and sale of MATCO tools and relatedequipment to 

professional mechanics; and 

WHEREAS, Assignee is willing to provide financingfor certain of such purchases, provided Distributor agrees to and 

conq>lies with the tenns and conditions contained in this Agreement; 


1. From time to time after the date hereof. Distributor shall present to Assignee for purchase executed credit 

documents and relatedmaterials, in form and substance satisfactory to Assignee, providing for the assignment 

to Assignee of rights to collection of amounts payable representing the time purchase balance due in 

connection with the sale by Distributor of tools, equipment and/or relatedproducts purchased from MATCO 

TOOLS. Upon receipt of such documents and materials, it shall be within the sole discretion of Assignee 

whether or not to purchase the same, and nothii^ herein shall be construed as in:Q>osing any obligation upon 

Assignee to make any purchases fromDistributor. 

2. The purchase price to be paid to the Distributor by Assignee for credit documents accepted for assignment 

shall be ninety-five percent (95%) of the net cash price (principal mnount of purchase included in the credit 

doctmient being accepted by Assignee not including amounts previously assigned) thereof unless otherwise 

specified by MATCO TOOLS. The fivepercent (5%) deduction shall be a refundablereserve vAuch shall be 

held by Assiîee as security for all obligations of Distributor to Aîgnee hereunder or now existing or arising 

during the continuance hereof or with respect to any credit documents purchased during the continuance of 

this Agreement; such reserveshall be (i) adjusted annually by Assignee based on die balance of Distributor's 

outstanding credit contracts, (ii) applied by Assignee in payment of Distributor's uncollectible credit contracts 

as determined by Assignee and (iii) paid to the Distributor, net of all outstanding obUgations owed to MATCO 

TOOLS, only when Distributor terminates as a MATCO TOOLS Distributor or elects to discontinue this 

Recourse Credit Assignment Agreement. Upon acceptance of any such documents, payment 

shall be effected by Assignee arranging for immediate credit against Distributor's purchase account with 

MATCO TOOLS (amounte due MATCO TOOLS in die ordinary course of business, exclusive of amounts 

outstanding under notes or other credit documents provided under other debt agreements between Distributor 

and MATCO TOOLS) and a confirming document will be forwarded to Distributor. 

3. Distributor hereby warrants and represents to and agrees to Assignee as follows: 

(a) All credit documents presented to Assignee for assignment hereunder shall be full, correct, complete 

and genuine, and shall be fully and properly executed, shall accurately and truthfiilly describe the 

date(s) of purchase, items purchased and piirchase price(s) charged and shall not have been offered 

previously to any other fmancial institution or other entity for purchase or as collateral against 

advances; 

1

(b) All credit documents presented to Assignee for assignment hereunder shall relate to and arise from 

the sale of MATCO TOOLS, products, equipment and/or relatedproducts sold and to be utilized 

primarily for the commercial conduct of trade or business of the customer executing such documents 

and in no event shall any such credit docimients have arisen fromor relate to any sales of products 

for primarily personal, family or household purposes, or sales of products marketed by any entity 

other than MATCO TOOLS; 

(c) Each customer executing credit documents presented to Assignee or assignment hereunder is 

creditworthy and Distributor releases Assignee fromany claim or liability related to or arising out of 

Assignee's check on or determination of the creditworthiness of the customer and/or the acceptance 

or rejection by Assignee of any credit documents presented hereunder; 

(d) Without prior written consent of the Assignee, Distributor shall in no event nor at anytime prior to 

or after a sale of products, modify the terms of any instrument purchased by Assignee; 

(e) Distributor agrees to collect amounts payable representing the time purchase balance due in 

connection with the sale by Distributor of tools, equipment and/or related products purchased from 

MATCO TOOLS and fmanced pursuant to this Agreement, and further hereby authorizes Assignee 

to debit Distributor's Purchase Account with MATCO TOOLS for the amounts collected for such 

recoursed PSA's; 

(f) Distributor shall at all times, as an independent contractor, operate in his own name and be solely 

answerable for the costs and expenses, consequences and damages arising out of the conduct of his 

business as a distributor for MATCO TOOLS; 

(g) Distributor shall at all times comply with the procedures fromtime to time established by Assignee 

with respect to credit limits, handling of credit documents and other activities relatedto fmancing of 

sales of MATCO TOOLS products as contemplated hereunder; and 

(h) The Distributor agrees tiiat,upon Assignee's request to make a particular repossession,he will 

cooperate as instructed by Assignee in making such repossession provided that it can be effected 

without Breach of Peace, and Distributor also agrees that his Open Purchase Account will be 

charged in an amoimt equal to 50% of the Fair Market Value of the repossessedproduct(s) as 

established pursuant to MATCO TOOLS' Repossession Policy, as same may be revised fromtime to 

time. 

4. Following acceptance of the credit documents hereunder Distributor and Assignee agree to the following terms and 

conditions: 

(a) Upon failure by Distributor to remit payments or other funds collected on behalf of Assignee, 

pursuant to Paragraph 3 (d) above. Distributor hereby authorizes Assignee and MATCO TOOLS to 

debit Distributor's Purchase Account with MATCO TOOLS in an amount or amounts equal to the 

sums collected but not remitted. In addition, MATCO TOOLS may charge Distributor an 

administrative fee (currently set at $25 per occurrence, per contract) for delinquent, insufficient 

payments or inaccurate reporting as consideration for MATCO TOOLS' time and efforts in 

collecting monies, additional correspondence with you, credit bureaus and others, and administrative 

time and costs to correct data. Any amounts not remitted by Distributor within 10 days of ±eir 

collection shall be deemed funds not promptly remitted and subject to this provision. 

(b) Any documents, notes, agreements, or other contracts assigned by Distributor to Assignee pursuant 

to this Agreement which are later shown or alleged to be, in whole or in part, altered, amended, 

modified, forged, or not genuine, accurate, or in compliance with the terms of this Agreement in any 

respect, shall be immediately reassigned by Assignee to Distributor and upon such reassignment 

Distributor hereby agrees to accept such assigmnent and immediately, without set-off or deduction 

of any kind, agrees to pay Assignee the full amount of any balance then outstanding thereon. Upon 

failure by Distributor to pay Assignee as stated above, upon any reassignmentof documents within 

10 days of the date of reassignment, Distributor hereby authorizes Assignee and MATCO TOOLS 

to debit Distributor's Purchase Account in an amount equal to the amounts due on the reassigned 

docimients. This Paragraph (b) shall not apply in the case when Assignee has, by its own action, or 

with its written consent, been a party to an amendment or modification of any document, note, 

agreement or other contract;

(c) Distributor shall not, without prior written consent of Assignee, release any security interest 

collateral subject to documents assigned to Assignee hereunder, modify or substitute collateral 

specified in any such documents, consent to or accept retum of any collateral subject to or covered 

by any other assigned documents or effect repossession of any such collateral. Any of the foregoing 

actions on the part of Distributor, without the written consent of Assignee shall be deemed to be an 

alteration of the documents pursuant of paragraph 4 (b) above; 

(d) In die event of default by customer of any inslalhnent payable on the due date there of, or in the 

prompt performance ofany other obligation to be performed under the credit document or contract 

by customer, after the assignment thereof by Distributor to Assignee, Distributor authorizes 

MATCO TOOLS to charge his Purchase Account an amount equal to 50% of the outstanding 

balance. MATCO TOOLS and Distributor agree that any funds collected thereafter will be credited 

at 50% of amounts collected net of collection expenses to both Distributor and MATCO TOOLS; 

(e) In the event Distributor terminates as a MATCO TOOLS Distributor, regardless of the reason for 

terminations, then Distributor agrees to accept as a charge to his Purchase Account an amount equal 

to 50% of the outstanding balances of recoursable connects, and to remit 50% of all funds or 

proceeds collected thereafter within 10 days to MATCO TOOLS, MATCO TOOLS agrees to credit 

50% of all funds or proceeds collected, net of all collection expenses, thereafter to die Distributor or 

apply same to amounts due Assignee from Distributor; and 

(f) Notwithstandmg anything to the contrary Distributor grants to Assignee, a security interest in all 

such credit document(s) or contract(s) and Assignee shall have the right to continue to possess the 

same and collect from the customer(s) obligated thereon all amoimts due diereon and apply the same 

against amounts due Assignee from Distributor or due MATCO TOOLS from Distributor. 

5. In the event Distributor desires to include portions of all of an unpaid balance owing to Distributor by a particular 

customer with new purchases by the customer, and assign all such amounts to Assignee pursuant to this Agreement, 

such a proposal will be considered, provided the total net cash price of new purchases will equal or exceed 

minimum amounts as may be required under die policies of die Assignee. If Distributor desires to make such a 

proposal, he shall do so in writing, including therewith a completed credit application, as may be required by die 

Assignee, on the customer and a copy of the customer's sheet showing charges, credits, total owing, and payment 

records, and such other information relating to the customer or transactions as Assignee may reasonably request. 

The decision on acceptance of the proposal shall be within the sole discretion of Assignee. 

6. The liability of Distributor hereunder shall not be affected by any setdement, extension, forbearance or variation in 

terms which Assignee may grant in connection with any credit documents acquired hereunder or by the discharge or 

release ofthe obligations ofthe account debtor by operation of law or otherwise. Assignee makes no representation 

or warranty to Distributor conceming the validity, enforceability or sufficiency of any credit documents and/or 

odier materials furnished to Distributor by Assignee. 

7. This Agreement may be tenninated at any time by Distributor or Assignee by written notice, but such termination 

shall not affect die respective rights and obligations of eidier party hereunder as to credit documents theretofore 

purchased by Assignee, including all repurchase and reassignment obligations. 

8. It being anticipated that Distributor and/or other parties to credit assignments with Assignee may assign to Assignee 

credit documents covering sales to a particular customer which occurred on more than one occasion, it is 

understood and agreed that, unless otherwise agreed in writing between Assignee and Distributor or required by 

law, payments received from such a customer will be applied against the respective payment obligations of the 

customer in a manner such that all current and past due obligations under the documents bearing the eariiest date 

will be treated as satisfied fnst, all current and past due obligations under the documents bearing the next-earliest 

date will be treated as satisfied next, and so-on, with the current and past due obligations under the documents 

bearing the most recent date being treated as satisfied only after current and past due obligations under documents 

bearing earlier dates have been satisfied.

9. This Agreement contains die entire understanding of the parties with respect to die transactions contemplated 

hereby and die same shall be amended or modified only by written agreement specifically referring hereto. None of 

the provisions hereof shall be deemed to in any way limit such rightsas either party hereto may have by statute or at 

law or in equity as against die odier party, and any remedies provided for herein shall be in addition to and not 

exclusive ofany other remedy available by statute or under principles of common law of equity and such remedies 

may be exercised by either party consecutively or concurrently and such exercise shall not be deemed to waive any 

other rightsor remedieswhich may be available to a party. 

10. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and dieir respective heirs, 

successors and assigns, provided however, die same shall not be assigned by die Distributor without prior written 

consent of Assignee thereto. 

11. This Agreement shall be govemed by and constmed in accordance widi die laws of die State of Ohio. IN WITNESS 

WHEREOF, the parties hereto caused tfiisAgreement to be executed as of the date and year first written above. 



BY 


ITS: Director, Financial Services 

DISTRIBUTOR: 

Mateo Distributor Number 

(signature) 

(printed name) 

t-'ORW FRANDOt'-NT-Rjviscd iZ-Ob

Appendix D 

Exhibit K-1 

Mateo Tools 



3/2/2008 3:05:41PM 

New Tech 

PSA 

INV 3 


Doe, Ralph 

3 

My Car USA 

N009999999 

1122 5th Way 

Somewhere, OH 44224- 

MYCAR 

PENDING 

REPRINT 

Section 2 - Goods Sold 

Item QTY Amount 

MB6520BG 1 2095.00 

BLACK/GOLD MB6520 

Comment 

S/N 123456 

Purchases: 2095, ,00 

Tax; 151. ,89 

Freight/Labor: 0, ,00 

Total: 2246, .89 

Section 3 - Payment 

Schedule 

No. of 1 Amount | Total 1 Weekly | 

Monthly 1 of Each 1 of 1 Payments| 

Payments| Payment | Payments| Commence| 

24 1 105.50 1 2538.00 1 03/09/081 

Section 4 - Terms Of Sale 

(A) Total Cash Price 2095. 00 

(B) Trade In 0. 00 

Subtotal (A-B) 2095. 00 

(C) Sales Tax of 7.250% 151. 89 

(D) Cash Down Payment 210. 00 

(E) Net Cash Price 2036. 89 

(F) Administration Fee 30. 00 

(G) Net Due On Prior PSA 0. 00 

(H) Principal Balance 2066. 89 

(I) Time Price Differential 471. 11 

(J)Total Time Purchase Balance 2538 . 00 

Beginning Balance: 2538.00 

Payment: 105.50

Current Balance: 2432.50 

Monthly Payment: ***105.50*** 










USE. 






BUYER AND IS INCORPORATED 


AGREEMENT. 

Buyer/End 

User 

Date: 



UNDER THE TEEIMS OF THE 


Distributor/Secured Party (Seller) 

Date: 



Distributor 


Pager: (300) 555-5757 

Mateo Tools 

P.O. Box 99999 


Appendix D 

Exhibit K-2 

Mateo Tools 



3/2/2008 2:56:06PM 

Distributor Gold 

PSA 

INV 2 


Doe, Jim 

My Car USA 

N050099999 

1285 Any Street 

Anywhere, OH 44224- 

2 

MYCAR 

PENDING 

REPRINT 

Section 2 - Goods 

Sold 

Item QTY Amount Comment 

MB7525 1 5105.00 S/N 123456 

CUSTOM 2 BAY ROLLAWAY 

Purchases: 5105 .00 

Tax: 370 . 11 

Freight/Labor: 0 . 00 

Total: 5475 . 11 

Seetion 3 - Payment 

Schedule 

1 No. of 1 Amount 1 Total 1 Weekly 

1 Weekly | of Each 1 of 1 Payments 

1 Payments| Payment | Payments! Commence 

1 208 1 36.30! 7550.40 1 03/09/08 

Seetion 4 - Terms Of Sale 

(A) Total Cash Price 5105. ,00 

(B) Trade In 0, ,00 

Subtotal (A-B) 5105, ,00 

(C) Sales Tax of 7 .250% 370, , 11 

(D) Cash Down Payment 511, ,00 

(E) Net Cash Price 4964 , 11 

(F) Administration Fee 30, ,00 

(G) Net Due On Prior PSA 0, ,00 

(H) Principal Balance 4994 , 11 

(I) Time Price Differential 2556, ,29 

(J)Total Time Purchase Balance 7550, , 40 

Next Weekly Pmt. Due: 

***36.30***










USE. 






BUYER AND IS INCORPOFIATED 


AGREEMENT. 

Buyer/End 

User 

Date: 



UNDER THE TEEIMS OF THE 


Distributor/Secured Party {Seller; 

Date: 



Distributor 


Pager: (300) 555-5757 

Mateo Tools 

P.O. Box 99999 


MATCO TOOLS 

DISTRIBUTOR LEASE AGREEMENT 

APPENDIX D 

EXHIBIT L 

I, an authorized MATCO TOOLS Distributor, agree to act as a lessor for 

NMTC, Inc. dba MATCO TOOLS for certain products which are financedon Mateo's Lease Package. 

It is understood that: 

1. MATCO TOOLS will offer a Lease Financing Package for the express use of its Distributors. 

2. MATCO TOOLS will only lease the approved list of equipment, and this list may be amended fi^m 

time to time. 

3. The Distributor will submit all necessary documentation, including, but not limited to. Lease Applications, 

Agreements, UCC-l's, Down Payments and/or Security Deposits. 

4. MATCO TOOLS will pay the Distributor a price of not less than 90% of the value of the leased 

equipment. This amount may be modified at any time at the sole discretion of MATCO TOOLS. 

The payment will be in the form of a credit towards the Distributor's Open Purchase Account with 

MATCO TOOLS. 

5. MATCO TOOLS will be responsible for collection of the lease payments until such time repossession 

is necessary. At this time, the Distributor will make every effort to effect repossession, as long 

as the Distributor does not "Breach the Peace." 

6. The Distributor shall either: 

* Coordinate the return ofany repossessed merchandise to a location defined by MATCO 

TOOLS, or 

• Purchase the repossessed merchandise at 75% of a pre-established fair market value. The 

decision is to be mutually agreed to by both the Distributor and MATCO TOOLS. 

7. Any documents found or alleged not to be full, correct, complete and genuine, and not properly 

executed, will be immediately assigned to the selling Distributor for the amount owing at the time 

of assignment. 

8. This Agreement will cease upon termination of the MATCO Distributorship. Furthennore, either 

party providing written notice of the other may cancel this Agreement at any time. 

Witness: 

Name: 

Mateo Distributor's Signature 

Mateo Distributor's Number 

Title: 

Date: X 

FORM FRANDOC.LA-RevBcd 12(06

MATCO 

TOOLS 


4403 Allen Road, Stow. Ohio 44224 

SHOP OWNER LEASE APPLICATION 

This application isforthe purpose ot leasing MATCO equipment f oruse in acommercial business of servicing, repairing and maintaining 

passenger vehicles, trucks and related types of vehicles. PLEASE COMPLETE ALL REQUESTED INFORMATION. 

BUSINESS INFORMATION 

FULL NAME OF BUSINESS 

BUSINESS STREET ADDRESS 

Sole 

• Corporation • Partnership • Proprietorship 

PHONE NO. 

CITY / COUNTY / STATE / ZIP CODE 

IN BUSINESS SINCE? 

FEDERAL I.D. NUMBER 

NO. OF EMPLOYEES 

BUSINESS REFERENCES 

LANDLORD / MORTGAGE HOLDER 

CITY/STATE/ZIP CODE 

PROPERTY STATUS 

n Buy • Rent • Lease 

BANK 

PHONE NO. 


MONTHLY PMT. 

TYPE(S) OF ACCOUNT 

• Loan • Checking • Savings 

PHONE NO. 

CONTACT 

TRADE #1 PHONE NO. CONTACT 



GUARANTOR / PRINCIPAL'S INFORMATION 

FULL NAME TITLE SOCIAL SECURITY NO. 

STREET ADDRESS / CITY / STATE / ZIP CODE 

PHONE NO. 

FULL NAME (If more than one signature) TITLE SOCIAL SECURITY NO. 


PHONE NO. 

EQUIPMENT DESCRIPTION 

COST 

The information stated in this application is waranted to be true. 1 am authorized on behalf of this business to make this application and statement to enter into a lease with NhTTC 

Inc. d/hâ MATCO TOOLS and agree to pay according to the terms as stated. MATCOTOOLS, as permitted by lawj 

contained in this application and to report and exchange credit infonnation now and in the future concerning my performance ot this agreement 

$ 

Guarantoi's Signature 

Distn'butor Name 

BLUE-MATGO Financial Senices* WHITE-Distributor • CANARY-Customer 

Mateo Form: SOLA-08/94 

S0LA1 

Date 

Distributor Acct. No. 

PHONE • MAIL - FAX MATCO TOOLS - Attn: CFS 

4403 Allen Road. Stow, OH 44224 • Fax: (330) 929-5026

MATCO 

TOOLS 




This application Isforthe purpose of leasing MATCO equipment tor use in acommercial business of servicing, repairing and maintaining 





Sole 

• Corporation • Partnersh^) • Proprietorship 

PHONE NO, 









• Buy • Rent • Lease 

BANK 

PHONE NO. 


MONTHLY PMT. 



PHONE NO. 

CONTACT 




GUARANTOR / PRINCIPALS INFORMATION 



PHONE NO. 

FULL NAME (If more than one signature) TITLE SOCIAL SECURITY NO. 


PHONE NO. 


COST 

The information stated in this application is warranted to be tnje. 1 am authorized on behalf of this business to make this application and statement to enter into a lease with NMTC, 

Inc. d/b/a MATCOTOOLS andagree to pay according to the terms as stated. MATCOTOOLS, aspennitted by lawjs hereb 

contcuned in this application and to report and exchange credit information now and in the future concerning my performance ot this agreement 

$ 

Guarantor's Signature 

Distributor Name 

BLUE-MATCO Finarwial Services- WHn"E-DistribuK)r • CANARY-Customer 

Mateo Form: SOLA-08/94 

SOLA1 

Date 


PHONE . MAIL . FAX MATCO TOOLS - Attn: CFS 

4403 Allen Road, Stow, OH 44224 • Fax: (330) 929-5026

MATCO 

TOOLS 




This application Isforthe purpose of leasing MATCO equipment for use in acommercial business of servicing, repairing and maintaining 





Sole 

• Corporation • Partnership • Proprietorship 

PHONE NO. 









• Buy • Rent • Lease 

BANK 

PHONE NO. 


MONTHLY PMT. 



PHONE NO. 

CONTACT 


TRADE «2 PHONE NO. CONTACT 


GUARANTOR / PRINCIPAL'S INFORMATION 



PHONE NO. 

FULL NAME (If more than one signature) TITLE SOCIAL SECURITY NO 


PHONE NO. 


COST 

The information stated in this application Is warranted to be tnje. I am auôrized on behalf of this business lo make this application and statement to enter Into a lease with NMTC, 

Inc. d/b/a MATCO TOOLS andagree to pay according to the terms as stated MATCOTOOLS.as permitted by law.ishere 

contained in Us apfîcation and to report and exchange credt information now and in the future concerning my performance of this agreement 

$ 


Distributor Name 

BLUE-MATCO Financial Senrices* WHrTE-Oistributor • CANARY-Customer 

Mateo Form: SOLA-oa/94 

S0LA1 

Dale 


PHONE . MAIL - FAX MATCO TOOLS - Attn: CFS 

4403 Allen Road, Stow, OH 44224 • Fax: (330) 929-5026

¥^5£i 

NMTC, Inc, d/b/a/ MATCO TOOLS 

4403 Allen Road, Stow, Ohio 44224 

EQUIPMENT LEASE AGREEMENT 

1) LESSEE INFORMATION 2) LEASE INFORMATION 

Shop Name: A) Term (In Months) # 

Attn. To: B) Monthly Rental (Base) $ 

Street Address: C) Tax Rale (Percentage) % 

D) Tax Amount (BxC) $ 

City/County: 

State/Zip; 

E) Total Monthly Rental (B+D) 

F) Value Of Equipment (AxE) 

LESSOR INFORMATION G) Advance Payments (Ex2) 

Dist. Name: H) Remaining Balance (F-G) $ 

Account. No.: 

1) First Payment Date 

3) EQUIPMENT DESCRIPTION 

/ / 

Hem Number Description/Serial Number Sale Amount 

$ 

4) CURRENT PAYOFF DUE NOTF/I FASF NUMRFR $ 

5) TOTAL AMOUNT TO FINANCE (3 + 4) $ 

Made this day of , 20 , by and between Lessee and NMTC, Inc. dba Mateo Tools, 

"Assignee", 4403 Allen Road. Stow, Oliio 44224. The equipment subject to this lease will be used for business or 

commercial use only, and will be located at the address above, unless Lessee and Assignee agree othenvise, and 

in writing. 

Both parties hereby declare and understand that no agreement, written or verbal, exists modifying or altering this agreement, 

or has been made as the inducing cause for the execution of this agreement, and Lessee acknowledges that he 

has read this agreement before signing and understands the terms thereof. (See reverse) 

BY EXECUTION OF THIS AGREEI^BNT LESSEE ACKNOWLEDGES RECEIPT OF ALL GOODS LISTED ABOVE. 

SIGNATURES 

Lessee Name (Shop) Date Lessor (Distributor) Date 

FOHU: 300330 

REV. OertS 

Guarantor's Name (Print) 


Lessor Name (Print) 

Date 

Assignee (Malco Authorized) 

Mateo Tools 

4403 Allen Road • Stow, OH 44224 

800-433-7098-3 • Fax: 330-926-5322 

(2} BLUe copies • Utteo, Flnmneltl Strvff* ' WHITE • tJlttrlbalor • CANMY-Lmti— 

Date

TERMS AND CONDITIONS 

1. This AgistmenI is eliecLivs on :iie sîs Ms Eqwpment is siiipp=d to Ihe Lessee 

and itinll 'uimnc.[= at ihs sr^ of t;",e peri:d sfTCifi^d on lie 'sve'se hereof or 

;=rli3[ as trjviosc! i',c-rein. 

2. T,-.;i Aeraemeiil is l.ifn lor I'ls pefiQd and not siibjsct to sny deductions becauja 

of nori-waikiny ".ime. 

3- iniLi.'.ii'.cs • Tilt Lîiee smW be •asponsibie (or providing insurance coverag; 

ifcm r.:i 'iTsi':3"Cij cufiisr ?c:6p:a'5'e lo :he Lessor, prcoclmg ti'e Lessof 3g,'.mst 

^-:y isd s!f liability oi loss if-îuding ii'o and ineii and allied cov.:-/age based on Ihe 

•••il-;;em^'nl valye i:f E:'.!,pn;er!t ana naming Ihe Lessor as ihe liss payee and 

iistiiily ^cvcrLige SI.OUO.OOO. naming !l;i: Lessor £S 3(J;!ili3nai insured. The 

.i.L-.rihtc a'vsrioj I'tusi roTiui i;i ntfeci (D( Ihe durslian ol trie .A-jfsemini ard 

v:i5':i: niusii lij-niih Lessor -.vih prool ot 5u:fi c-3verage, T!;c •'uniir.im limits ol 

LhB !iisi.Jd:ice :cive'ayc; ate S'.iC'iLCi to re.iew and adjusiTient Cu.'iny "le icrm ot 

;.'ie A^jrssiiiinl upLn 'xi.ce Irom :he Lessor lo Iho Lessee, 

4. LESSEE AGneE3 70 LOOK SOLELY TO THE IviAMUF.ACTUfÊH OF THE 

LEASED PHODUCTS WITH RESPECT TO ANY CLAIM OR UAEILITV BASED 

0\' ANY EXPRESS OR IMPUED '.YARR.^NTY OH ANV REPRESENTATION 

f.UOt 6Y THE WANUFîCTURER IW CONNECTION THE,REWIT.4. LESSOR 

'viî'vES NO v:?.R?AHT/. EXPRESS OR iMPLIED, i\'Ofl ANY BEPPESENTAriCN 

CONCERNING THE LEASED PRODUCTS: ANY WARRANTY CONCERN 

ING ?i:fJeSS FOR A PARTiGL-LAR PURPCSE CR WERCH^.N';ASILITY ARE 

?:-;FRc.'iSLY EVCi.;jnfC LESSOR SHALL NOT i}E UASLE TO LESSEE FOR 

ANV BREACH OF WAPRAIJY OH REPRESENTATION 'viADE 3Y VnE 

',-.Apv(UFACTdRER, NCR .'iKALL LESSOR SE LiABLE FOR ANY DAMAGES 

SLF.--:rED SY ITSSEE IN CCMN'ECTION ^hEREWlTH OR A3 A RESULT OF 

•.Ef.-:;EE 3 POSSESSION Ori JSE Of THE rflODUCTS iVKETriER SUCH 

:W/AGES MAY ?.Z CChSECUEMIIAL. INCIDENTAL. SPECIAL OiFiECT. 

i^-;OirECT OR OIHEHWiSE. 

5. Lesssa is i?sponsil'le lor ill nialnienance arrf .•Bpsir sxparises lo Ihs Equipni5nt 

and is oqiared (o Jiaintain s3id E-ijutpmenI in ihe sama condition as whan 

jliifped to ii oy Le&sor, lo pay lor all ci-mage-s to ine Equipment, end lo retu'n 

i^me iii as y-jod cgndilion ss 'Vnen shippsd to il by Lessor, to the tloiage sile ot 

Liisor. UEusI and ordinary wear and isar excfcpted, and to pay all l.'eighl 

r.'.nmsufi. slionaye. driiyage. •.luc'-.aê, or oinef charges .ôaiasi said Eiiiîpmenl 

••t.:rri ;nj iirr.e ol slMiiiônt by L&SSLT up to and including ihe lime of i's return to 

.i.jao. i. yard or place ol iciuiii .igieeu upon. LfSEfe s'^£ill not i^sks any 

-.'rirj'..Tii idiiiiufij ni "njr.i'.^-'inls lo '.'b '.•[u.\::V-er.\ iviilwiii Lfssot's prior 

.vnllsn i;or-iSril as /Ltll as i.'oi ui ;h£ ifian[j|acli:re'. All ao'aions and iirip;ove- 

.'•.inls .'iir.ds (0 ins ^-ijiipûn' stiîll belong lo Lessor. 

6 AiiiV3l ol S'JCii Eq-ipn-.snt 31 pînl ot atsiinalion =no lîl-jig ot Lessee lo oBiecl 

10 iha donailion iherenl ivilhin 48 noma ol snival •.vill esnsiiuis stMincvis-J^meni 

ihal s.îQ Equipmenl l;as been accepled end lound in good, safe and semceable 

rj'idition and lil lor use. 

7. In :hs eveni ol noiice lo Lessor hy Lessee ihai liie Eqiiip.T.enl is noi in good, 

Sole and servioethle condilior, an^j lil (or use ypon ils ariival, Lsssor shall have itie 

-'^lii to put said Equipment in good, SE;e and seiviceable condiilon and ft tor uso. 

.vili-in a rsasnnabla llr,-ia. or n cancel Uia lEBse. 

S. Lessor ;!ial) noi be liable ;o Lessee lor any loss, •1e[;iy or dsmage ol any kind or 

characrer f:5:il;jng Inyn f.::i:"dEnial DreEltage, defects in, or Ihe instiiciancy ol said 

Eqii-CiTTbHi, 

9. All i-iS-^; ol loss oi or onnij'ê to Ilie Equipmeni. accider.Ial or OLi'ijrA-.ise. sfiall te 

^•r-ino d/ Lessee, Tne lass, injury or flesuuclion ol Ire Eqj^pment sr.all riOi relesse 

:r 3c-.aie Le-see s obligations nsreunder. 

10. lessee agrees lo co;"ply with g|l mimicipal, slate and federal i3'.vs reining lo 

lie Dperelion of said Equipfi'ieni and lo .uy all taxes, costs, and e^pe^ses at eve^ 

'nsMCier occasioned bv C'r involving ihs use or cperaiion ol ihj equ pmeni to 

Lessee. =nd lo pay ail legal assessnienls, laxes ot piil'lic charges which may be 

iivied upon seirt Eqiiipnisni ivhile in '.ne inis.êssion o( me Lesjse, 

Mere specilicaliy, Persona! propsr.y Tax is lo he paid by itia Leasee. Malco 

Taoli v/ili tnioice llis Lessea cnca per year efler Ihe smounl cf lan is 

corr.piiied by Unico Tcols.. 

11. Lessc-e shall indemnily and hold Lessor harmless form any liabiiitj^ ol any kind 

ansino out of die pcssession, mainlenance. 'jse, opatjlion anctor lailuia ol ihe 

le=sed Equipment, ivfiethef defective oi noi. 

12. The mia lo ihs Equipment hereiii leased and lo all replaceiienis or subsiilul'ons 

Ihetefof is an shall remain, in Lessor, 

13. Lessee agrees lo exectile Imencmg siatamenis evidencing Lessor's leasehold/ 

•ivnership inletesi in Uis Equipment which Ihe Lessor wll trie v.illi ihe appropriate 

autnorrlies. 

14. Lessee agrees Uial :ne Equipment delivered to Ihe tolion specified abo'.'e 

v.'hich is Lessee's tuaness address, shall noi te removed iheielrom ivilhoul the 

Lessee's p.'ior niiiien consonL Lessee [jdli&r agrees lo give LL'SSOJ iinmediale 

nctice oi any levy ailen>pled upon or liability to seitUte ol said Equipment, and lo 

indemnity Lessor against all loss and damages caused by any sucT action. Lessor 

shall have Die privilege at all limes cf enlering any building or location where said 

Equipment is being used lor Ihe purpose of iiispeclion and lesenes ihe piiv'ilege of 

remcviiig s.lid Equipment (onhv.'illi 11. in lessoi's opinion, il is beiivg overioaded or 

laxEd beyfflid ils cap5cily or in any manner tKing abused or negleclect. 

15. Should Lessee lail lo .T,eiie jny paynieni ivnen due of lail lo mairiiain and 

opêraie Ihe Equipmeni in go-"d, sale and serviceable condili^'n and lil ot use as 

P'ovided Herein or vioble any provisisn hereof, or lail to mainlain ihe required 

insurance coveraga: or Ijscome bankrupt, ot a reviver or assigrse be appoinWd for 

Lessee's business; oi should Lessee default in any payrcent of principal or interest 

on. or any other paymeni ol iiioney due under any other obligalion or receivable 

payable lo [he Lessor or any ot ils agents or aliilialed companies, ilrai Lessor may 

(miiied!5(ely terr.iinale t'lts tease, \3'

MATCO TOOLS 

MATCO DISTRIBUTOR BUSINESS SYSTEM 

SOFTWARE LICENSE, MAINTENANCE AND SUPPORT AGREEMENT 

Mateo Tools ("Mateo") agrees to provide to: 

Distributor Name Distributor # 

Address 

City, State, Zip 

APPENDIX D 

EXHIBIT O 

and the Distributor agrees for good and sufficient consideration to license from Mateo, one (1) copy of the 

applications software system known as the Mateo Distributor Business System ("MDBS Software") consisting 

of computer programs and associated documentation, subject to the terms and conditions set forth in this 

Agreement. Mateo and the Distributor are parties to a Distributorship Agreement dated as of , 

20 (the "Distributorship Agreement"). 

1. LICENSE OF SYSTEM: PERMITTED USE AND COPYING. 

The Mateo Distributor Business System is the proprietary properly of Mateo Tools. Matco grants a 

nonexclusive license to the Distributor to use the MDBS Software in connection with the operation of the 

Distributor's Matco Tools business. Matco will ship the MDBS Software object (Machine language) programs 

(source programs not included) and documentation to the Distributor upon order of the MDBS Software by the 

Distributor. 

The Distributor may not sublicense, assign, sell, transfer or dispose of any part of the MDBS Software 

to any person or entity. The Distributor warrants that the MDBS Software will be used only in connection 

with the operation ofthe Distributor's Matco Tools business, and will not be used for any other purposes. The 

Distributor may make no more than three (3) copies of the MDBS Software, one for purposes of use on the 

computer at his home or primary place of business, one for use in his truck, and one for backup purposes. 

2. CHARGES AND PAYMENT TERMS. 

The current license fee for the MDBS Software and the first month's Systems Maintenance and 

Support provided by Mateo is $799.00. Such fee is subject to change by Mateo from time to time. The license 

fee for the MDBS Software will be charged to the Distributor's Matco Tools purchase account upon shipment. 

The terms for payment of the license fee are the same as the existing terms for payment of other amounts 

payable pursuant to the Distributor's Matco Tools purchase account. 

There will be a one-time SlOO.OO license fee for Credit Card Processing Software that interfaces with 

the MDBS Software. The license fee for the Credit Card Processing Software will be charged to the 

Distributor's Matco Tools purchase account upon shipment. The terms for payment of the license fee are the 

same as the existing terms for payment of other amounts payable pursuant to the Distributor's Matco Tools 

purchase account. 

Additional Systems Maintenance and Support is available to the Distributor after the firstmonth ofthe 

term of this Agreement under the terms and conditions set forth in this Agreement upon payment of Mateo's 

then-current charges. The standard annual charge for Systems Maintenance and Support in effect as of the 

date of this Agreement is $400.00. but such charge is subject to change by Mateo fromtime to time and may, 

at Mateo's option, be substantially higher for systems not conforming to Mateo's required specifications, 

Matco/Software License Agreement/PK 5462.6S 1

including manufacturer, model, configuration and operating requirements. Annual Systems Maintenance and 

Support charges will be added to the Distributor's Matco Tools purchase account. The terms for payment of 

the annual Systems Maintenance and Support charges will be the same as for the then-current terms for the 

Distributor's Mateo Tools purchase account. 

The Distributor's annual charge for Systems Maintenance and Support will continue to include, in 

addition to the standard annual charge of $400.00. an additional annual charge of $400.00 if the Distributor's 

system hardware and/or software does not comply, to Mateo's satisfaction, with Mateo's PC specifications, 

including manufacturer, model, configuration, operating system, virus protection and non-Matco-specified use 

of third-party software and Intemet sites. 

3. TERM AND RENEWAL. 

Subject to payment of the Hcense fee set forth in Paragraph 2 and compliance by the Distributor with 

the other terms of this Agreement, this Agreement will remain in effect for a period of one (1) year from the 

date that the MDBS Software is shipped by Matco lo the Distributor unless terminated by either parly in 

accordance with the terms of this Agreement. Subject to payment by the Distributor of the annual Systems 

Maintenance and Support charges and compliance by the Distributor with the other terms of this Agreement, 

this Agreement will automatically renew and continue to renew for successive one (1) year periods unless 

terminated by either party in accordance with the terms of this Agreement. 

4. SYSTEM HARDWARE. 

The Distributor is required to purchase a new (not previously owned or refurbished) laptop computer 

with a full 3-year warranty with Dell's CompleteCare Accidental Damage Protection described below meeting 

the exact current MDBS specifications without exception. As of January 1, 2011, the MDBS Software is 

designed to run on a Dell Latitude, model E6510£6^2Q computer (a "laptop") with a minimum of 2.4GHZ 

processor, Windows 7 Professional Operating System, Trend Micro PCcillin Anti-Virus Software, a 3-year 

extended on-site laptop maintenance, a minimum of 4 gigabyte of RAM memory, a 128 GB Dell Mobility 

Solid State hard drive, a CD-RW/DVD-ROM drive, at least a 56K baud modem, a network port, 802.11b 

wireless, a deskjet printer, a Matco specified 40 column receipt printer, a Matco specified barcode reading and 

label printing equipment, and a Matco specified credit card reader. The Distributor will be responsible for 

acquiring and maintaining access to the Intemet through an Intemet Service Provider in order to communicate 

with Matco. Cable or DSL connections are preferred. In addition, the Distributor is required to purchase a 

cellular communications card and service in order to connect to the intemet while on their route. The MDBS 

Software documentation contains a list of the minimum equipment and additional recommended equipment. 

Except as expressly set forth in this Agreement or the MDBS Software documentation, Matco does not 

guarantee or warrant the successfijl execution of the MDBS Software on every particular brand and/or model 

of computer. It is the Distributor's responsibility to handle all equipment hardware/warranty issues directly 

with the equipment manufacturer. Matco is not responsible for hardware reliability or service. The above 

standards are established solely for the purpose of optimum MDBS software performance. System Hardware 

requirements are subject to change. Refer to the then-current MDBS Equipment Order Form for the most 

recent requirements. 

The Distributor will be responsible for acquiring and maintaining the computer hardware and 

manufacturer's operating system software required to execute the MDBS Software. Except for the MDBS 

Software, the Distributor will have sole and complete responsibility for: (a) acquiring, operating, maintaining 

and upgrading its own computer hardware and software; (b) the manner in which the Distributor's systems 

interface with Mateo's systems and those of other third parties; and (c) any and all consequences that may arise 

if the Distributor's systems are not properly operated, maintained, and upgraded. The Distributor is 

responsible for acquiring and maintaining an Intemet email account and must promptly notify Mateo's 

Customer Service Department of any changes. This account must be established prior to attending the new 

distributor training class and must be clearly noted on the attached MDBS Information Form. 

Matco/Software License Agreement/PK 5462M 2 

03/4+4409/12

The Distributor is fiirther responsible for entering the shop, customer, tax rates and other data needed 

to run the MDBS Software. 

5. CONDITIONS TO ELIGIBILITY FOR MAINTENANCE AND SUPPORT SERVICES. 

In order to be eligible to receive Systems Maintenance and Support services from Matco, the 

Distributor's copy of the MDBS Sofhvare must be unmodified by the Distributor and maintained to the latest 

update level specified by Matco, and the Distributor must not be in breach of his duties and responsibilities 

under this Agreement. 

6. MATCO'S MAINTENANCE AND SUPPORT RESPONSIBILITIES. 

Matco will make on-call support available to the Distributor on office working days during the 

standard hours of 8:00 a.m. through 4:30 p.m. at Slow, Ohio. Distributor calls for support will be forwarded lo 

the Matco support staff. An individual from the Matco support staff will provide a response to the Distributor 

within a reasonable period of time. All notices of errors or malfunctions must be clearly stated by telephone or 

in writing by the Distributor and must provide details sufficient to diagnose or reproduce such errors. 

If the Distributor notifies Matco of a suspected error, Matco will use all reasonable efforts to confirm 

the existence of and correct such reproducible error by exercising standard test programs and taking necessary 

corrective actions. If, in analyzing a suspected error in the MDBS Software at the Distributor's request, Matco 

determines that no error exists in the MDBS Software program logic and/or documentation, and/or if the 

program malfunction is due to the Distributor's alteration of the MDBS Software, and/or if the Distributor is 

using computer hardware other than specified or approved by Matco or if the laptop computer is infected with 

vimses, worms and/or spyware of any nature, Matco will proceed with further efforts to diagnose and correct 

the malfunction only if the Distributor agrees to pay Matco for its time and efforts at Mateo's then-current 

rates. The current rate is $50/hour. 

Matco will from time to time review the MDBS Software for improved functionality and operating 

efficiency. Matco will, based on its own judgment, make such improvements and enhancements to the MDBS 

Software fromtime to time as it deems appropriate. Matco will provide to the Distributor, on a timely basis, 

the updated software and documentation necessary to enable the Distributor to reflect such enhancements and 

improvements in the Distributor's system. Matco will also provide to the Distributor, as updates under the 

terms of this Agreement, any program logic and documentation changes made by Matco to correct any proven 

reproducible errors in the MDBS Software which cause the MDBS Software to deviate materially from the 

specifications for that system. 

Any changes to MDBS Software program logic made by Matco under the terms of this Agreement 

will be provided to the Distributor on media specified by Matco. The Distributor will pay the cost of the 

media, including shipping charges. The charges for media and shipping will be added to the Distributor's 

Matco Tools purchase accoimt upon shipment. 

To ensure performance and software compatibility, the use of the MDBS computer and sofhvare shall 

be restricted to the Distributor's Matco business related functions. For example, the MDBS computer shall not 

be used to browse the Intemet for personal use, it should not be used for gaming, and other third-party software 

should not be loaded and executed on the computer. 

7. LIMITED WARRANTY. 

Matco hereby warrants the MDBS Software for a period of ninety (90) days fromthe time of shipment 

to materially conform to the specifications described in the documentation in the shipment. Within the 

warranty period, if the Distributor finds that the MDBS Sofhvare does not materially conform to the 

specifications, the Distributor will promptly provide Matco with sufficient documentation of such 

nonconformity such that Matco can reproduce and verify the same. Matco will, within a reasonable time, upon 

Matco/Software License Agreement/PK 5462.*iS 3

its confirmation of the nonconformity, provide the Distributor with either instmctions for correcting the 

nonconformity or an updated copy of tiie MDBS Software that is free ofthe nonconformity. In the event that 

Matco is unable to accomplish any of the above, it will accept a retum ofthe nonconforming MDBS Software 

and fully refund to the Distributor the license fee paid. The foregoing will constitute Mateo's sole obligation, 

and the Distributor's sole remedy, for breach of warranty. Mateo's warranty is conditioned upon the 

installation by the distributor of any and all updates to the MDBS Sofhvare provided to the Distributor by 

Matco and the Distributor's compliance with the terms of this Agreement. 

EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH ABOVE, MATCO HEREBY 

DISCLAIMS AND DISTRIBUTOR HEREBY EXPRESSLY WAIVES, ANY AND ALL OTHER EXPRESS 

WARRANTIES AND REPRESENTATIONS OF ANY KIND OR NATURE. UPON THE EXPIRATION 

OF THE EXPRESS LIMITED WARRANTY PERIOD SET FORTH ABOVE, MATCO DISCLAIMS, AND 

DISTRIBUTOR HEREBY EXPRESSLY WAIVES, ANY AND ALL IMPLIED WARRANTIES, 

INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR 

FITNESS FOR A PARTICULAR PURPOSE. 

IN NO EVENT WILL MATCO BE LIABLE TO DISTRIBUTOR FOR ANY SPECIAL, INDIRECT, 

INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR LOST SAVINGS, 

IN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT 

OR IN TORT. IN ADDITION, MATCO'S LIABILITY TO DISTRIBUTOR FOR DIRECT DAMAGE 

ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL IN NO EVENT EXCEED THE TOTAL 

AMOUNT OF LICENSE FEES AND ANNUAL SYSTEMS MAINTENANCE AND SUPPORT CHARGES 

ACTUALLY PAID BY DISTRIBUTOR TO MATCO UNDER THIS AGREEMENT. 

8. CONFIDENTIALITY. 

The Distributor will not disclose the MDBS Software to any person other that the Distributor's 

employees who have need to use the MDBS Sofhvare in connection with the operation of the Distributor's 

Matco Tools business. The Distributor will not alter or remove any ownership, trademark or copyright notices 

from the MDBS Software or any associated documentation. 

9. DEFAULT; TERMINATION. 

Either party will have the rightto terminate this Agreement upon thirty days' (30) prior written notice. 

This Agreement will also terminate immediately upon the termination or expiration of the Distributorship 

Agreement. In addition, this Agreement and the license granted hereunder may be terminated by Matco on ten 

(10) days' written notice if Distributor defaults in the payment or performance of his obligations under this 

Agreement. 

In the event of termination ofthe Agreement, the Distributor will immediately cease using the MDBS 

Sofhvare, and will immediately retum to Matco all copies ofthe MDBS Software and documentation in the 

Distributor's possession or under the Distributor's control. No refund of any fees paid by the Distributor 

pursuant to this Agreement will be owed by Matco to the Distributor in the event of the termination of this 

Agreement. 

10. MISCELLANEOUS. 

This Agreement will be govemed by, and construed and enforced in accordance with the laws of 

Ohio. If any provision will be held invalid or unenforceable, such provision will be severable from the 

Agreement and will not be constmed to have any effect on the remaining provisions. 

Matco/Software License Agreement/PK 5462.4>S 4 

03/44-4409/12

11. ENTIRE AGREEMENT. 

This Agreement sets forth the entire understanding of the parties and supersedes any and all prior 

agreements, arrangements and understandings relating to the subject matter hereof and the terms and 

conditions set forth herein will prevail notwithstanding any variance from the terms of any written order 

submitted by the Distributor. No representation or inducement has been made by any party which is not 

embodied in this Agreement, and no party will be bound by or liable for any alleged representation or 

inducement not embodied herein. This Agreement will become effective only upon execution by the 

Distributor and approval by Matco and may be modified or amended only by a writing executed by both 

parties hereto. 

FOR STOW, OH OFFICE USE ONLY 

DISTRIBUTOR 

Date 

Signed 

by. 

Signature 

MATCO TOOLS 

Date Signed 

by. 

Rayne Covault, 

Director, Information Technology 

Name - Printed 

Matco/Software License Agreement/PK 5462.^S

MDBS INFORMATION FORM 

( ) Email Address 

(It is very important to print legibly) 

( ) Cell Phone Number 

( ) Cell Phone Provider_ 

(for text messaging) 

( ) Internet Provider (ISP) 

(provider and mode - Cable, DSL, Dial-up) 

( ) Check here to confirm that you have purchased the Matco Computer Package 

( ) I am authorizing enrollment in the MDBS credit card program. A one-time fee of $100.00 will be 

charged to my OPA Account. This feature requires a merchant account setup through Chase Paymentech. 

See separate application in the New Distributor Packet. 

RETURN THIS FORM WITH THE MDBS LICENSE AGREEMENT. 

Matco/Software License Agreement/ PK 5462.68 6 

03/444402^2

APPENDIX D 

EXHIBIT P 

GUARANTEE. INDEMNIFICATION. AND ACKNOWLEDGMENT 

NMTC, Inc. d/b/a Matco Tools ("Matco") and 

^have executed a 

Distributorship Agreement dated 

(the "Distributorship Agreement"). 

As an inducement to Matco to execute an Assignment, Assumption and Consent Agreement dated 

i (the "Assignment Agreement") for the (i) sale and transfer of the assets of the 

distributorship by to , Inc., and (ii) 

assignment by to , Inc. of the Distributorship 

Agreement, the undersigned, jointly and severally, hereby unconditionally guarantee to Matco and its 

successors and assigns that all of Distributor's obligations under the Distributorship Agreement will be 

punctually paid and performed. 

Upon demand by Matco, the undersigned will immediately make each payment required of 

Distributor under the Distributorship Agreement, including damages, costs, and expenses owed by 

Distributor, payments due under any indemnification or claim for reimbursement, and all other duties and 

obligations that are susceptible to being satisfied by payment. This Guarantee is a guarantee of payment, 

and not of collection. The undersigned hereby waive any right to require Matco to: (a) proceed against 

Distributor for any payment required under the Distributorship Agreement; (b) proceed against or exhaust 

any security from Distributor; or (c) pursue or exhaust any remedy, including any legal or equitable relief, 

against Distributor. Without affecting the obligations of the undersigned under this Guarantee, Matco 

may, without notice to the undersigned, extend, modify, or release any indebtedness or obligation of 

Distributor, or settle, adjust, or compromise any claims against Distributor. The undersigned waive 

notice of amendment of the Distributorship Agreement and notice of demand for payment by Distributor, 

and agree to be bound by any and all such amendments and changes to the Distributorship Agreement. 

The undersigned hereby agree to defend, indemnify, and hold Matco harmless against any and all 

losses, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees, 

reasonable costs of investigation, and court costs) resulting from, consisting of, or arising out of or in 

connection with any failure by Distributor to perform any obligation of Distributor under the 

Distributorship Agreement, any amendment thereto, or any other agreement executed by Distributor 

referred to therein. 

The undersigned hereby acknowledge and agree to be individually bound by all of the terms of 

the Distributorship Agreement, including, in particular, those contained in Section 9 and Section 11.8 of 

the Agreement. 

This Guarantee shall terminate upon the termination or expiration of the Distributorship 

Agreement, except that all obligations and liabilities of the undersigned which arose from events which 

occurred on or before the effective date of such termination shall remain in full force and effect until 

satisfied or discharged by the undersigned, and all covenants which by their terms continue in force after 

the expiration or termination of the Distributorship Agreement shall remain in force according to their 

terms. Upon the death of an individual guarantor, the estate of such guarantor shall be bound by this 

Guarantee, but only for defaults and obligations hereimder existing at the time of death; and the 

obligations of the other guarantors will continue in fiill force and effect. 

Matco Guarantee'PK 5459.1 Page 1 of 2

The undersigned shall pay Matco for all costs and expenses (including, but not limited to 

reasonable attorney fees and court costs) incurred in any action related to or arising out of this Guarantee. 

Enforcement of this Guarantee shall be governed by the terms and conditions of Section 12 of the 

Distributorship Agreement. Unless specifically stated otherwise, the terms used in this Guarantee shall 

have the same meaning as in the Distributorship Agreement, and this Guarantee shall be interpreted and 

constmed in accordance with Section 13.3 of the Distributorship Agreement. 

Any and all notices required or permitted imder this Guarantee shall be in writing and shall be 

personally delivered, sent by registered mail, telecopier/facsimile, or sent by other means which afford the 

sender evidence of delivery or rejected delivery, to the respective parties at the following addresses unless 

and until a different address has been designated by written notice to the other party: 

Notices to Matco: 

NMTC, Inc. d/b/a Matco Tools 



Fax. No. (330) 929-4972 

Attn: Thomas M. Hill. Treasurer 

Notices to Guarantors: 

Attn: 

Any notice by a method which affords the sender evidence of delivery or rejected delivery shall be 

deemed to have been given at the date and time of receipt or rejected delivery. 

IN WITNESS WHEREOF, each of the undersigned has signed this Guarantee, and it shall be 

effective as of the date ofthe Assignment Agreement. 

GUARANTORS 

Name: 

Date: 

Name: 

Date: 

Matco GuaranteaTK 5459.1 Page 2 of 2

APPENDIX D 

EXHIBIT Q 

MATCO WEB PAGE AGREEMENT 

This Agreement is made as of this day of , 20 , by and between 

NMTC, Inc. d/b/a Matco Tools ("Matco") and 

(the "Distributor"). 

BACKGROUND: 

A. Matco is the owner of a website with the address "MatcoTools.com" ("Matco Website"). 

B. Distributor desires to obtain a subpage on Mateo's Website. 

NOW, THEREFORE, in consideration of the mutual premises set forth herein, the 

adequacy and sufficiency of which is acknowledged, Matco and Distributor hereby agree as 

follows: 

1. Definitions. 

1.1 Distributorship Agreement - The agreement between Matco and Distributor which 

gives Distributor the right to operate a Matco Tools mobile tool distributorship under Mateo's 

system. 

1.2 Distributor Subpage - A web page that is linked to Mateo's Website, with a direct 

address ("Subpage Domain Name") which contains information specific to a particular 

Distributor. 

1.3 Intemet - A wide area network connecting thousands of computer networks in 

industry, education, govemment, and research. 

1.4 Intemet Policy - Mateo's policy regarding all aspects of the Intemet including but 

not limited to policies regarding the use of Web Pages and Distributor Subpages, as the same 

may be in effect from time to time, the current form of which is attached hereto (Attachment A). 

1.5 Names and Marks - Mateo's names and marks as identified from time to time in 

the Distributorship Agreement and in Item 13 of Mateo's franchise offering circular or elsewhere. 

1.6 Web Page Policy - Mateo's policy regarding the use of Web Pages and Distributor 

Subpages, as the same may be in effect from time to time, the current form of which is attached 

hereto (Attachment A). 

Matco Web Page Agreement/PK 5461.1

2. Term. 

The term of this Agreement shall commence on the date first entered above and shall 

continue until one of the following events occur: 

(a) 

(b) 

(c) 

(d) 

(e) 

The Distributorship Agreement expires and is not renewed; 

The Distributorship Agreement is terminated; 

The Distributor Subpage is discontinued or terminated; 

The Intemet Policy is withdrawn or cancelled; or 

This Agreement is terminated or cancelled by Matco or Distributor. 

3. Development of Distributor Subpage. 

3.1 Matco agrees to create and develop a Distributor Subpage pursuant to the Intemet 

Policy. Currently, the Distributor Subpage will contain two (2) pages: (a) the first page will be 

the Distributor "home" page with information regarding the Distributor, and with e-mail 

capability to communicate with Matco and with third-party visitors to the Distributor Subpage; 

and (b) the second page will contain material of the Distributor's choosing, subject to compliance 

with Mateo's Intemet Policy. Distributor shall provide to Matco all such information requested 

by Matco, in the form and at such times as specified by Matco, as Matco deems necessary or 

desirable to create and, if necessary, update the Distributor Subpage. 

3.2 Distributor represents that it owns, or will own, or will have a license to own, all 

information, data, graphics, or other material that it provides to Matco ("Content") to use in or 

include on the Distributor Subpage. Distributor hereby grants to Matco a license to use all such 

Content. Matco reserves the right to use all, some, or none of the Content provided by 

Distributor. 

4. Ownership of Distributor Subpage. 

The parties agree that: 

4.1 Matco shall own, operate, and maintain all Matco-related websites and all 

Distributor Subpages. Upon the termination of the Distributorship Agreement or this 

Agreement, all related Distributor Subpages will be terminated immediately. 

4.2 Matco shall retain ownership of all domain names, including all Subpage Domain 

Names, during and after the term of the Distributorship Agreement. The Distributor will cease 

using its Subpage Domain Name immediately upon the termination of its Distributorship 

Agreement or this Agreement. 


4.3 Matco shall own all rights in and to any data and other information related to, or 

that is provided to, or obtained by or on the Distributor Subpage or the Matco Website, 

including, without limitation, all clickstream data, customer or visitor data, computer "cookies," 

or logs of "hits" by visitors. 

5. Fees. 

5.1 Distributor shall pay, as of or prior to the date of this Agreement, a one time 

initial web page setup fee of One Hundred Ninety-Five Dollars ($195). 

5.2 Distributor shall pay an armual maintenance fee initially upon signing this 

Agreement and thereafter the first day of the month of the anniversary of the date of this 

Agreement, and shall pay an annual maintenance fee on the same day each year thereafter. The 

current aimual maintenance is One Hundred Ninety-Five Dollars ($195). Matco may change the 

annual maintenance fee, on thirty (30) days prior written notice to Distributor, but such change 

shall not be effective until the anniversary date immediately following the notice of such change. 

Failure by Distributor to pay the annual maintenance fee, or any other fee due to Matco when 

due, shall be cause for termination of this Agreement by Matco. 

6. Obligations and Acknowledgments of Distributor. 

6.1 Distributor acknowledges and agrees that changes in Mateo's Intemet Policy may 

be needed as a result of legal developments, changes in technology, and other reasons, and the 

Distributor agrees to be bound by Mateo's Intemet Policy as it may be revised by Matco from 

time to time. 

6.2 Distributor acknowledges and agrees that if Distributor engages in any conduct 

that is in violation of this Agreement, a breach of the Distributorship Agreement, contrary to the 

Intemet Policy, or is otherwise illegal or improper, Matco may suspend or terminate Distributor's 

access to and use of the Distributor Subpage. Without limiting the foregoing. Distributor shall 

not engage in any unauthorized conduct, "spamming," "mailbombing," "spoofing," or fi-aud. 

6.3 Distributor agrees to comply with Mateo's privacy statement on the Matco 

Website, as it may be amended fi-om time to time. The current privacy statement is posted at 

[www.matcotools.coml. 

6.4 Distributor shall maintain such hardware, software, Intemet connections, and 

other technological capabilities to maintain the Distributor Subpage, and to communicate 

through the e-mail function of the Distributor Subpage with Matco and any third party, in 

accordance with standards prescribed by Matco from time to time. 

6.5 Distributor acknowledges and agrees that (a) the data, graphics, marks, and other 

information on the Matco Website and the Distributor Subpage are copyrighted and are protected 

by U.S. and worldwide copyright laws and treaty provisions; (b) Mateo's Names and Marks are 

owned by Matco and may be used only with the express prior written consent of Matco; and (c) 


this Agreement does not grant Distributor any express or implied right under any copyrights, 

trademarks, or other proprietary rights. 

6.6 Distributor agrees that any messages, ideas, suggestions, concepts, or other 

material submitted to Matco ("Submission") via the Matco Website or the Distributor Subpage 

will be considered non-confidential and non-proprietary. Matco may copy, distribute, 

incorporate, modify, or otherwise use the Submissions for any type of commercial or noncommercial 

use. Further, Matco is not responsible, and disclaims liability, for any Submissions 

or any information or data transmitted to or through Distributor's Subpage. 

6.7 Distributor agrees to immediately execute, acknowledge, and deliver any 

instmments that may be necessary to terminate its Distributor Subpage upon termination of its 

Distributorship Agreement with Matco. 

6.8 In the event that the Distributor fails to execute such instruments described in 

paragraph 6.7 above, in addition to any other remedies of Matco under the Distributorship 

Agreement, the Distributor hereby irrevocably grants a power of attorney to execute such 

agreements on its behalf to Mateo. 

6.9 Distributor indemnifies and holds Matco harmless from any claim or demand, 

including reasonable attomeys fees, made by any third party due to or arising out of Distributor's 

breach of this Agreement or the documents it incorporates by reference, Distributor's violation of 

any law or rights of a third party, or any accidental or negligent act or omission involving the use 

of or transmission of data or information over or through the Distributor Subpage. 

6.10 The obligations of paragraphs 6.7, 6.8, and 6.9 above shall survive the termination 

of cancellation of this Agreement. 

7. Operation of Website by Matco. Matco will use best efforts to operate the Matco 

Website and the Distributor Subpage in accordance with this Agreement. Matco makes no 

representations or warranties that the Matco Website or the Distributor Subpage will be errorfree. 

Matco disclaims all liability for damages arising in connection with this Agreement, even if 

Matco has been advised of the possibility of such damage. Mateo's liability to Distributor under 

this Agreement will not exceed the total of all fees payable by Distributor in any year under this 

Agreement. 

8. Termination. This Agreement may be terminated by either party, upon thirty (30) days 

prior written notice to the other party. Notwithstanding the foregoing thirty (30) day notice 

provision, Matco may suspend Distributor's use of or access to the Distributor Subpage as 

provided for in paragraph 6.2 above. 


9. Entire Agreement This Agreement, together with the Distributorship Agreement and 

related Intemet Policy, constitutes the entire agreement between the parties hereto with respect to 

the subject matter hereof and all prior agreements with respect thereto are superseded hereby. 

No amendment or modification hereof shall be binding unless in writing and duly executed by 

both parties, or unless such change is made unilaterally by Matco to the Intemet Policy as 

permitted herein. 

10. Governing Law. Regardless of the place of its physical execution or performance, the 

provisions of this Agreement shall in all respects be construed according to, and the rights and 

liabilities of the parties hereto shall in all respects be govemed by, the laws of the state of Ohio. 

11. Severability. The provisions of this Agreement shall be severable, and if any provision 

of this Agreement is held to be invalid or unenforceable, it shall be construed to have the 

broadest interpretation which would render it valid and enforceable. 

12. Further Assurances. The parties agree to take any and all fiirther actions as may be 

reasonable to give effect to the agreements contained herein. 

13. Counterparts. This Agreement may be executed in one or more counterpart copies, 

each of which shall be deemed an original and all of which shall together be deemed to constitute 

one agreement. 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the 

date firstwritten above. 

Distributor 

NMTC. INC. d/b/a MATCO TOOLS 

Matco 

By: 

Name: 

Title: 

Date: 

By: 

Name: 

Title:_ 

Date: 


ATTACHMENT A 

MATCO TOOLS INTERNET POLICIES 

DISTRIBUTOR WEB PAGE POLICIES 

Distributor Provided Content 

Goveming Policv 

Tool - Pricing 

New, current product 

New, discontinued product 

Used, MATCO product 

Used, competitive product 

List or current MATCO Promo prices 

List less 15% (typical Promo). Contact Distributor 

directly if priced below 15% discount. 

Minimum is List less 40%. Contact Distributor 

directly if priced below cost. 

Any price as determined by Distributor. 

MotorSports - Pricing 

Collectibles, excluding toolboxes 

Personal Information/Bio/Comments - 

Shipping/Delivery Information - 

Credit Card vs. Cash Pricing - 

Competitive Product Sales - 

Current published List or Promo List. If Distributor 

wishes to sell over List - contact Distributor 

directly. 

No derogatory or other language that in any way 

disparages the competition. 

No shipping or delivery out of the Distributor's 

assigned territory or List of Calls. 

Discounts for cash are optional, additional charges 

for credit cards not allowable. (Per regulations in 

states.) 

No advertising for competitive product or non-tool 

related products or services (i.e., multi-level 

marketing plans Distributor may be involved in). 

Matco Web Page Agreement/ PK 5461.1

MATCO TOOLS 


APPENDIX E: DISTRIBUTOR DISCLOSURE QUESTIONNAIRE 

As you know, NMTC, INC. d/b/a MATCO TOOLS (the "Franchisor") and you are preparing to enter into a 

Distributorship Agreement for the operation of a Matco Tools Distributorship (the "Distributorship"). The 

purpose of this Questionnaire is to determine whether any statements or promises were made to you that the 

Franchisor has not authorized and that may be untrue, inaccurate or misleading. Please review each of the 

following questions carefiilly and provide honest responses to each question. 

1. I first met with a Matco Tools representative to discuss in detail the Distributorship opportunity on 

, 20_. 

2. Have you received and personally reviewed the Franchisor's Franchise Disclosure Document (the 

"Disclosure Document") provided to you? 

Yes 

No 

3. Did you sign a receipt for the Disclosure Document indicating the date you received it? 

Yes 

No 

4. Do you understand the information contained in the Disclosure Document? 

Yes 

No 

5. Have you received and personally reviewed the Distributorship Agreement and each exhibit attached 

to it? 

Yes 

No 

6. Do you understand that the Distributorship Agreement contains a number of provisions that may 

affect your legal rights,including required arbitration, designated locations or states for arbitration and 

any judicial proceedings, a waiver of a jury trial, a waiver of punitive or exemplary damages, 

limitations on when claims may be filed, and other waivers and limitations? 

Yes 

No 

7. Please insert the date on which you received a copy of the Distributorship Agreement with all material 

blanks fully completed: , . 

8. Do you understand your financialand other obligations under the Distributorship Agreement? 

Yes 

No 

9. Have you discussed the economic and business risksof owning and operating the Distributorship with 

an attorney, accountant or other professional advisor? 

Yes 

No 

Matco ¥DD''l'K 35575.12 E-1 45 

)D/PK 49051.8 , ^ 03/09/4412

4-010. If vou have not consulted with an attorney, accountant, or other professional advisor, do vou want 

additional time to do so? 

Yes 

No 

11. Did vou understand that you had the opportunity to go oiL-a_!:Ride-Along" with the Matco district 

mana£erJ.o„suivey your prOBQSSd_Li_SLaf Calls? 

Yes 

No 

J2_. 

D-id vou take advantage of the opportunitxlgô on a "Ride Along" with the MMCiLdiMrict manager to 

survey your proposed List of Calls? 

Yes 

No 

13. Do you understand the economic and business risksassociated with operating the Distributorship? 

Yes 

No 

4-l-M. 

Do you understand that the success or failure of the Distributorship will depend in large part upon 

your skills and abilities, the service you provide to your customers, competition, interest rates, the 

economy, inflation, labor and supply costs, lease terms and the marketplace? 

Yes 

No 

4^15. Has any employee or other person speaking on behalf of the Franchisor made any statement or 

promise to you or anyone else regarding the amount of money you may earn in operating the 

Distributorship that is contrary to, or different from, the information contained in the Disclosure 

Document? 

Yes 

No 

4^16. Has any employee or other person speaking on behalf of the Franchisor made any statement or 

promise to you or anyone else conceming the total revenues the Distributorship may generate that is 

contrary to, or different from, the information contained in the Disclosure Document? 

Yes 

No 

4412. Has any employee or other person speaking on behalf of the Franchisor made any statement or 

promise to you or anyone else regarding the costs involved in operating the Distributorship that are 

contrary to, or different from, the information contained in the Disclosure Documentr? 

Yes 

No 

Has any employee or other person speaking on behalf of the Franchisor made any statement or 

promise to you or anyone else conceming the actual, average or projected profits or eamings or the 

likelihood of success that you should or might expect to achieve from operating the Distributorship 

that is contrary to, or different from, the information contained in the Disclosure Document? 

Yes 

No 

441£. Has any employee or other person speaking on behalf of the Franchisor made any statement or 

promise to you or anyone else, other than those matters addressed in your Distributorship Agreement, 

Malco FDD/PK 35575.)2 E-2 45 

Matco 2012FDD/PK 49051.8 03/09/4412

conceming advertising, marketing, media support, market penetration, training, support service or 

assistance relating to the Distributorship that is contrary to, or different from, the information 

contained in the Disclosure Document? 

Yes 

No 

4?2Q. 

How did you firstleam of the Matco Tools Franchise (i.e., Intemet, newspaper, magazine. Distributor, 

etc.)? 

4^21. If you answered "Yes" to any of questions 4-2.]^ through 4619, please provide a full explanation of 

your answer in the following blank lines. (Attach additional pages, if necessary, and refer to them 

below.) If you have answered "No" to each of the foregoing questions, please leave the following 

lines blank. 

4-922- During my negotiations and evaluations leading up to my decision to buy a Matco Distributorship, I 

communicated with the following individuals from Matco Tools or its affiliates, or independent 

brokers: 

Name 

Address 

1. 

2. 

3. 

4. 

[Insert additional names and addresses below if needed] 

You understand that your answers are important to us and that we will rely on them. By signing this 

Questionnaire, you are representing that you have responded tmthfully to the above questions. 

DISTRIBUTORSHIP APPLICANT/SPOUSE 

DISTRIBUTORSHIP APPLICANT 

.Miitoo FDD,'PK 35575.12 E-3 45 

Matco 2012 Fpn/PK 49051.S 03/09/4412

Date: • Date: 

MiircoFPI>'r'K.3557.'i.l2 E-4 43 

Matco 2012 FDD/PK 49051.8 

Q3/09/+412

STATE AGENCY EXHIBIT 

APPENDIX F TO FRANCHISE DISCLOSURE DOCUMENT 

Department of Corporations 

320 West Fourth Street, Suite 750 

Los Angeles, Califomia 90013-2344 

(213)576-7500 

Toll free: (866) 275-2677 

Department of Agriculture and Consumer Services 

Division of Consumer Services 

407 South Calhoun Street 

Tallahassee, Florida 32399 

(850)410-3753 

Commissioner of Securities of the State of Hawaii 

Department of Commerce and Consumer Affairs 

Business Registration Division 

Securities Compliance Branch 

335 Merchant Street, Room 203 

Honolulu, Hawaii 96813 

(808) 586-2722 

Illinois Office of the Attorney General 

Franchise Bureau 

500 South Second Street 

Springfield, Illinois 62706 

(217)782-4465 

Franchise Section 

Indiana Securities Division 

Secretary of State, Room E-111 

302 West Washington Street 

Indianapolis, Indiana 46204 

(317) 232-6681 

Office of the Attorney General 

Consumer Protection Division 

P.O. Box 2000 

Frankfort, Kentucky 40602 

(502) 696-5389 

Office ofthe Attorney General 

IHri^tieCoiiSumst Protection Division 

One Americun Place 

301 Main Street. Suite 1250 

1 R85 Nonh 3rd St. 

Baton Rouge, LQui^;Laâ 70825LAIfllQ2 

(225)312 7900326-6465 

State of Msim 

Department of Professional & Financial Regulation 

Officc-QLSc.&yiiti£s 

76 Northern Avenue 

Gardiner. Maine 04345. 

f207^ 624-855 I 

Maryland Division of Securities 

Office of the Attorney General 

200 St. Paul Place 

Baltimore, Maryland 21202-2020 

(410)576-6360 

^Michigan Attorney ^JCTCTBI .QeacraL's 

Office 

Consumer Protection Divi-iioi\Qi^ JiaaQhise Section 

525 West Ottawa Street 

G. Mennen Williams BuildinR,_LstJEkior 

W. Ottaw a St. P:0. Box 30212 

Lansing, Ml 1K933 

-La»siftg7-M4 

4mmMichi2m 48913 

(517)373-7117 

Minnesota Department of Commerce 

85 7"^ Place East, Suite 500 


(612) 296-4026 

Nebraska Department of Banking and Finance 

1230 "O" Street, Suite 400 

Lincoln, Nebraska 68509-5006 

(402) 471-3445 

Bureau of Investor Protection and Securities 

New York State Department of Law 

120 Broadway, 23rd Floor 

New York, New York 10271 

(212)416-8211 

Secretary- of State's Office 

300 North Salisbury Street. Suite 100 

North Dakota Securities Department 

600 Boulevard Avenue, State Capitol 

Fifth Floor, Dept. 414 

Bismarck, North Dakota 58505-0510 

(701)328-4712 

Department of Consumer and Business Services 

Division of Finance and Corporate Securities 

Labor and Industries Building 

Salem, Oregon 97310 

(503) 378-4387 

Department of Business Regulation 

Securities Division 

BIdg. 69, First Floor 

John O. Pastore Center 

1511 Pontiac Avenue 

Cranston, Rhode Island 02920 

(401)462-9527 

Department of Commerce and Regulation 

Division of Securities 

445 E. Capitol Avenue 

Pierre, South Dakota 57501-2017 

(605) 773-4013 

Matco2QiZFDD/PK 3iij75.l2F 1 

Ezl 

-4^4905 L8 _Q3/09/44I2

Statutory Document Section 

Secretary of State 

P.O. Box 12887 

Austin, Texas 78711 

(512) 475-1769 

Commissioner of Securities 

345 West Washington Avenue 

Fifth Floor 

Madison, Wisconsin 53703 

(608) 261-9555 

State of Utah 

Division of Consumer Protection 

P.O.Box 45804 

Salt Lake City, Utah 84145-0804 

(801)530-6601 

State Corporation Commission 

Division of Securities and Retail Franchising 

1300 East Main Street, 9th Floor 

Richmond, Virginia 23219 

(804)371-9051 

Department of Financial Institutions 


150 Israel Road, S.W., 3"* Floor 

Tumwater, Washington 98501 

(360) 902-8760 

Matco 2012 FDD/PK 35.575.12F 2 

£^2 

M905I.S .02/09/4412

AGENTS FOR SERVICE OF PROCESS 

APPENDIX G TO FRANCHISE DISCLOSURE DOCUMENT 

We intend to register this Disclosure Document as a "fi-anchise" in some or all of the following states, in 

accordance with the applicable state law. If and when we pursue franchise registration (or otherwise comply with 

the fi-anchiseinvestment laws) in these states, we will designate the following state offices or officials as our agents 

for service of process in those states: 

California 

Commissioner of Corporations 

Department of Corporations 

320 West Fourth Street, Suite 750 

Los Angeles, Califomia 90013-2344 

Hawaii 

Cotnmissioner of Securities of the State cf Hawaii 

Department of Commerce and Consumer Affairs 

Business Registration Division 

Securities Compliance Branch 

335 Merchant Street, Room 203 

Honolulu, Hawaii 96813 

(808)586 2722 

Illinois 

Illinois Attorney General 

500 South Second Street 

Springfield, Illinois 62706 

Indiana 

Secretary of State of Indiana 

201 State House 

Indianapolis, Indiana 46204 

Louisiana 

Louisiana Atterney GeneralSecretary of State 

Ofle-.A-iiêrieflft Place 

301 Main Street, Suite 1250 

P.O. Box 94125 

Baton Rouge, Louisiana 70825LA 70804-9125 

Maine 

Securities Administrator 

Maine Securities Division 

121 State House Station 

Augusta, Maine 04333-0121 

Maryland 

Maryland Securities Commissioner 

200 St. Paul Place 

Baltimore, Maryland 21202-2020 

Michigan 

Dept. of Eitergy. Labor, & Eoonomic Growth 

CorpoFQ^tts-Siviîea 

P.O. Box 30051 

Landing, Michigan -48909Attomey General^s Office 

7150 Harris Drive 

CQiisiiniexJkql6ctiQa.CU^..Jra^^ 

525 West Ottawa Street 

Matoo fOD'PK 35575.12 

Lansing, Michigan 

UmmJl 

Minnesota 

Commissioner of Commerce 

85 7"^ Place East, Suite 500 


New York 

Secretary of State of New York 

41 State Street 

Albany, New York 12231 

North Carolina 

Secretary of State of North Carolina 

Rakifih. North Carolina 27603 

North Dakota 

North Dakota Securities Commissioner 

600 Boulevard Avenue, State Capitol 

Fifth Floor 

Bismarck, North Dakota 58505-0510 

Rhode Island 

Director of Department of Business Regulation 

Department of Business Regulation 

Securities Division^Bldg. 69, First Floor 

John O. Pastore Center 

1511 Pontiac Avenue 

Cranston, Rhode Island 02920 

South Dakota 

Director, Securities Division 

State Capitol Building 

445 E. Capitol Avenue 

Pierre, South Dakota 57501 

Virginia 

Clerk of the State Corporation Commission 

1300 East Main Street, 1st Floor 

Richmond, Virginia 23219 

(804) 371-9733 

Washington 

Director of Department of Financial Institutions 


150 Israel Rd, S.W., 3"* Floor 

Tumwater, Washington 98501 

Wisconsin 

G-1 4a 

i)3/09/4412

Commissioner of Securities Madison, Wisconsin 53703 

345 West Washington Avenue, Fifth Floor 

•Matoci KDD/PK 35575.12 G-2 45 

Matco 2012 FDD/PK 49051.8 

Qy09/U12

STATE-SPECIFIC DISCLOSURES AND STATE AGREEMENT AMENDMENTS 

APPENDIX H TO FRANCHISE DISCLOSURE DOCUMENT 

1. Hawaii 

2. Illinois 

3. .Lauisiana 

4. Maine 

^Maryland 

4^. Michigan 

52. Minnesota 

8- North Carolina 

J. North Dakota 

?lfl. 

^^LI. 

Rhode Island 

Washington 

Matco 2Qi2TDD/PK 35575.12 4449051,S Qi/09/44-12

Hawaii Disclosure Addendum 

ADDITIONAL RISK FACTORS: 

THESE FRANCHISES WILL BE/HAVE BEEN FILED UNDER THE FRANCHISE INVESTMENT 

LAW OF THE STATE OF HAWAII. FILING DOES NOT CONSTITUTE APPROVAL, 

RECOMMENDATION OR ENDORSEMENT BY THE COMMISSIONER OF SECURITIES OF THE 

STATE OF HAW AH, DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS OR A 

FINDING BY THE COMMISSIONER OF SECURITIES OF THE STATE OF HAWAII, 

DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS THAT THE INFORMATION 

PROVIDED HEREIN IS TRUE, COMPLETE AND NOT MISLEADING. 

THE FRANCHISE INVESTMENT LAW MAKES IT UNLAWFUL TO OFFER OR SELL ANY 

FRANCHISE IN THIS STATE WITHOUT FIRST PROVIDING TO THE PROSPECTIVE 

FRANCHISEE, AT LEAST SEVEN DAYS PRIOR TO THE EXECUTION BY THE PROSPECTIVE 

FRANCHISEE OF ANY BINDING FRANCHISE OR OTHER AGREEMENT, OR AT LEAST SEVEN 

DAYS PRIOR TO THE PAYMENT OF ANY CONSIDERATION BY THE FRANCHISEE, 

WHICHEVER OCCURS FIRST, A COPY OF THE FRANCHISE DISCLOSURE DOCUMENT, 

TOGETHER WITH A COPY OF ALL PROPOSED AGREEMENTS RELATING TO THE SALE OF 

THE FRANCHISE. 

THIS FRANCHISE DISCLOSURE DOCUMENT CONTAINS A SUMMARY ONLY OF CERTAIN 

MATERIAL PROVISIONS OF THE FRANCHISE AGREEMENT. THE CONTRACT OR 

AGREEMENT SHOULD BE REFERRED TO FOR A STATEMENT OF ALL RIGHTS, 

CONDITIONS, RESTRICTIONS AND OBLIGATIONS OF BOTH THE FRANCHISOR AND THE 

FRANCHISEE. 

Registered agent in the state authorized to receive service of process: Commissioner of Securities of the 

State of Hawaii, Department of Commerce and Consumer Affairs, Business Registration Division, 

Securities Compliance, 335 Merchant Street, Room 2003, Honolulu, Hawaii 96813. 

Item 20 ofthe Disclosure Document is amended by the addition of the following: 

This proposed registration/exemption is or will shortly be on file in Califomia, Florida, Hawaii, 

Illinois, Indiana, Kentucky, Maryland, Michigan, Nebraska, New York, North Dakota, Rhode 

Island, South Dakota, Texas, Utah, Virginia, Washington and Wisconsin. No states have refused, 

by order or otherwise, to register Mateo's offer of these distributorships. No states have revoked 

or suspended Mateo's right to offer these distributorships. Matco has not had the proposed 

registration of these distributorships involuntarily withdrawn in any state. 

PK 5431.55 

HI-1

Hawaii Distributorship Agreement Amendment 

THIS AMENDMENT to the Distributorship Agreement is entered into this day of 

, , by and between NMTC, INC., d^/a Matco Tools ("Matco") and 

(the "Distributor") to amend and revise certain provisions of the 

Distributorship Agreement between Matco and the Distributor dated , , 

(the "Distributorship Agreement") as follows: 

The Distributor's Matco® Tools business is to be located in the State of Hawaii. Therefore, 

Matco and the Distributor agree as follows: 

1. The Distributorship Agreement is hereby amended and revised to provide that the release 

required pursuant to Article 2.2 or 10.2 of the Distributorship Agreement will not apply to any 

liability under the Hawaii Franchise Investment Law. 

To the extent this Amendment will be deemed to be inconsistent with any terms or conditions of the 

Distributorship Agreement or the exhibits or attachments thereto, the terms of this Amendment will 

govern. All other terms and conditions of the Distributorship Agreement will remain the same. 

IN WITNESS WHEREOF, each of the undersigned hereby acknowledges having read this Amendment, 

understands and consents to be bound by all of its terms, and agrees it will be effective as of the date first 

above written. 

DISTRIBUTOR: 

By:_ 

Name: 

Title: _ 

Date: 

NMTC, ESIC. d/b/a MATCO TOOLS 

By:_ 

Name: 

Title: _ 

Date: 


By: 

Name: 

Title: _ 

Date: 

PK 5431.55 

Hl-2

Illinois Disclosure Addendum 

Item 17. V and w of the Disclosure Document are amended by the addition of the following: 

If the Distributorship will be located in the State of Illinois, then Section 4 of the Illinois 

Franchise Disclosure Act of 1987 provides that the provisions of the Distributorship Agreement 

which designate jurisdiction or venue in a forum outside of Illinois are void. Further: 

1. The "Summary" of Item 17(v), entitled Choice of Forum, is deleted and replaced with 

the following language; 

Arbitration must be in Summit County, Ohio. Subject to your arbitration obligation, no 

provision relates to choice of forum for litigation. 

2. The "Summary" section of Item 17(w), entitled Choice of Law, is deleted and replaced 

with the following language: 

Except to the extent govemed by the Federal arbitration Act, the United States Trademark of 1946, or 

other federal law, the Distributorship Agreement will be governed by and construed in accordance with, 

the laws of the State of Illinois. 

PK 5431.55 

IL-1

Illinois Distributorship Agreement Amendment 


, , by and between NMTC, INC., d/b/a Matco Tools ("Matco") and 




The Distributor's Matco® Tools business is to be located in the State of Illinois. Therefore, 


1. The consent by the Distributor to jurisdiction and venue in Summit County, Ohio contained in 

Section 12.911) is applicable to arbitration hearings and matters related to or subject to arbitration, but 

such consent will not apply to cases that are not subject to arbitration. 

2. Section 13.3 of the Distributorship Agreement is hereby amended and revised to provide that 

except to the extent govemed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.). or other federal law, 

the Distributorship Agreement will be govemed by and constmed in accordance with the laws of the State 

of Illinois, and the substantive law of Illinois will govern the rights and obligations of and the relationship 

between the parties. 



govem. All other terms and conditions of the Distributorship Agreement will remain the same. 




DISTRIBUTOR: 

By: 

Name: 

Title: 

Date: 


By: 

Name: 

Title: 

Date: 


By: 

Name: 

Title: 

Date: 

PK 5431.55 

IL-2

I^misiana Disclosure Addendum 

]ismJ9 of the Disclosure Document is amended bv the addition of the following: 

No assurance of eamings or ranges of eamings can be made. The number of purchasers who 

have eamed more through this business than thev invested is at least 593. Tliis is 97 percent of 

the total number of purchasers. This information is current as of March 8. 2012. In reviewing 

the foregoing statement, please understand the following; 

"Purchasers" mean all new Matco distributors who began operations in the three year period of 

2009 through 2011. 

"Eamed more than thev invested" means revenues received bv the Matco distributor from the sale 

of Matco products to customers in amounts that exceed the initial inventorv pavments that the 

distributor paid to Matco to begin the business. (This does not include pavments to third parties 

for other items, such as the Mobile Store or computer. And this does not take into account anv 

other costs or expenses of the business.^ 

Please read the entire Matco Disclosure Document, including the Item 19 disclosures to obtain a more 

complete picture and understand of the Matco distributorship business. 

PK 5431.5 

LA-1

Maine Disclosure Addendum 

THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT HAS NOT BEEN 

VERIFIED BY THE STATE OF MAINE. THE STATE HAS NOT REVIEWED AND DOES NOT 

APPROVE OR ENDORSE ANY BUSINESS OPPORTUNITY. THE DISCLOSURE STATEMENT 

CONTAINS INFORMATION WHICH SHOULD BE CAREFULLY READ BEFORE AGREEING TO 

PURCHASE A BUSINESS OPPORTUNITY. 

AS REQUIRED BY MAINB LAW. WE HAVE SECURED A BOND TN THE AMOUNT OF $30.000 

ISSUED BY TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA LOCATED AT 

ONE TOWER SQUARE. HARTFORD. CONNECTICUT 06183. BEFORE SIGNING A CONTRACT 

TO PURCHASE A BUSINESS OPPORTUNITY. YQU SHOULD CHECK WITH THE SURETY 

COMPANY TO DETERMINE THE CURRENT STATUS OF THE BOND. 

PURSUANT TO MAINE STATUTE YOU HAVE THE RIGHT TO AVOID THE CONTRACT FOR 

PURCHASE OF THIS BUSINESS OPPORTUNITY WITHIN 3 BUSINESS DAYS FOLLOWING TIIE 

STONING OF THE CONTRACT. YOU SHOULD OBTAIN AND STUDY A COPY OF THE LAW 

REGULATING THE SALE OF BUSINESS OPPORTUNITIES BEFORE YOU ATTEMPT TO AVOID 

THE CONTRACT. THIS LAW IS FOUND IN THE MAINE REVISED STATUTES. TITLE 32. 

SECTION 4698. 

PK 5431.5 

ME-1

Maine Distributorship Agreement Amendment 

THIS AMENDMENT to the Distributorship Agreement is entered into this dav of 

. bv and between NMTC. INC.. d/b/a Matco Tools ("Matco") and 

fthe "Distributor''^ to amend and revise certain provisions of the 

Distributorship ARr£&.nient between Matco aildJ,hg_Distributor dated , , 

("the "Distributorship Agreement") as follows: 

The Distributor's Matco® Tools business is to be located in the State of Maine. Therefore, Matco 

and the Distributor agree as follows: 

I • Pursuant to Maine statute vou have the right to avoid the contract for purchase of this business 

opportunity within 3 business davs following the signing of the contract. You should obtain and study a 

copy of the law regulating the sale of business opportunities before vou attempt to avoid the contract. 

This law is found in the Maine revised statutes, title 32. section 4698. 

To the extent this Amendment will be deemed to be inconsistent with anv terms or conditions of the 

Distributor_ship_Agre^m^t or th_e__exhibits oiL^tta.chment.s thereto, the terms of this Amendment will 


IN WITNESS WHEREOF, each of the undersigned hereby acknowlejigesjiaving read this Amendment, 



DISTRIBUTOR: 

Bv: 

Name: 

Title: 

Date: 

NMTC. INC. d/b/a MATCO TOOLS 

B;^ 

Name: 

Title: 

Date: 


Bv: 

Name: 

Title: 

Date: 

PK 5431.5 

ME-2

Maryland Disclosure Addendum 

Item 17, "Renewal, Termination, Transfer and Dispute Resolution," shall be amended by the addition of 

the following language: 

The general releases required for renewal or transfer will not apply with respect to any claim you 

may have which arises under the Maryland Franchise Registration and Disclosure Law. See 

Appendix J for addidonal information regarding the release. 

Any claims arising under the Maryland Franchise Registration and Disclosure Law must be 

brought within 3 years after the grant of the franchise. 

The Distributor may sue in Maryland for claims arising under the Maryland Franchise 

Registration and Disclosure Law. 

Termination upon bankmptcy may not be enforceable under federal bankmptcy law, 11 U.S.C. 

Section 101 et seq. 

Item 17, "Renewal, Termination, Transfer and Dispute Resolution," shall be amended by the addition of 

the following language to the summary of Provisions "v" and "w": 

, except for claims arising under the Maryland Franchise Registrafion and Disclosure Law. 

Appendix E, "Distributorship Disclosure Questionnaire," shall be amended by the addition of the 

following at the end of the Questionnaire: 

The representations under this Distributorship Disclosure Questionnaire are not intended, nor 

shall they act as a release, estoppel or waiver of any liability incurred under the Maryland 

Franchise Registration and Disclosure Law. 

PK 5431.55 

MD-1

Maryland Distributorship Agreement Amendment 






The Distributor's Matco® Tools business is to be located in the Stale of Maryland. Therefore, 



required pursuant to Section 2.2 or 10.2 of the Distributorship Agreement will not apply to any liability 

under the Maryland Franchise Registration and Disclosure Law. 

2. Section 12.3 of the Distributorship Agreement is hereby amended and revised by the addition of 

the following at the end of the first sentence: 

; except that any and all claims arising under the Maryland Franchise Registration and Disclosure 

Law shall be commenced within three (3) years from the grant of the franchise. 

3. Section 12.91(1 of the Distributorship Agreement is hereby amended and revised by the addition 

of the following at the end of the second sentence: 

; except court hearings or lawsuits filed in federal or state court with respect to claims arising 

under the Maryland Franchise Registration and Disclosure Law. 

4. Article 14 is hereby amended and revised by the addition of the following new Section 14.6: 

14.6 The foregoing acknowledgments are not intended to nor shall they act as a release, 

estoppel or waiver of any liability under the Maryland Franchise Registration and Disclosure Law. 




[SIGNATURE PAGE FOLLOWS] 

PK 5431.55 

MD-2




DISTRIBUTOR: 

By: 

Name: 

Title: 

Date: 


By: 

Name: 

Title: 

Date: 


By: 

Name: 

Title: 

Date: 

PK 5431.55 

MD-3

Michigan Disclosure Addendum 

THE STATE OF MICHIGAN PROHIBITS CERTAIN UNFAIR PROVISIONS THAT 

ARE SOMETIMES IN FRANCHISE DOCUMENTS. IF ANY OF THE FOLLOWING 

PROVISIONS ARE IN THESE FRANCHISE DOCUMENTS, THE PROVISIONS ARE VOID 

AND CANNOT BE ENFORCED AGAINST YOU: 

(A) A PROHIBITION ON THE RIGHT OF A FRANCHISEE TO JOIN AN 

ASSOCIATION OF FRANCHISEES. 

(B) 

A REQUIREMENT THAT A FRANCHISEE ASSENT TO A RELEASE, 

ASSIGNMENT, NOVATION, WAIVER, OR ESTOPPEL WHICH DEPRIVES A 

FRANCHISEE OF RIGHTS AND PROTECTIONS PROVIDED IN THIS ACT. 

THIS SHALL NOT PRECLUDE A FRANCHISEE, AFTER ENTERING INTO A 

FRANCHISE AGREEMENT, FROM SETTLING ANY AND ALL CLAIMS. 

(C) A PROVISION THAT PERMITS A FRANCHISOR TO TERMINATE A 

FRANCHISE PRIOR TO THE EXPIRATION OF ITS TERM EXCEPT FOR 

GOOD CAUSE. GOOD CAUSE SHALL INCLUDE THE FAILURE OF THE 

FRANCHISEE TO COMPLY WITH ANY LAWFUL PROVISIONS OF THE 

FRANCHISE AGREEMENT AND TO CURE SUCH FAILURE AFTER BEING 

GIVEN WRITTEN NOTICE THEREOF AND A REASONABLE 

OPPORTUNITY, WHICH IN NO EVENT NEED BE MORE THAN 30 DAYS, TO 

CURE SUCH FAILURE. 

(D) 

(E) 

A PROVISION THAT PERMITS A FRANCHISOR TO REFUSE TO RENEW A 

FRANCHISE WITHOUT FAIRLY COMPENSATING THE FRANCHISEE BY 

REPURCHASE OR OTHER MEANS FOR THE FAIR MARKET VALUE, AT 

THE TIME OF EXPIRATION, OF THE FRANCHISEE'S INVENTORY, 

SUPPLIES, EQUIPMENT, FIXTURES, AND FURNISHINGS. PERSONALIZED 

MATERIALS WHICH HAVE NO VALUE TO THE FRANCHISOR AND 

INVENTORY, SUPPLIES, EQUIPMENT, FIXTURES, AND FURNISHINGS NOT 

REASONABLY REQUIRED IN THE CONDUCT OF THE FRANCHISED 

BUSINESS ARE NOT SUBJECT TO COMPENSATION. THIS SUBSECTION 

APPLIES ONLY IF: (i) THE TERM OF THE FRANCHISE IS LESS THAN 5 

YEARS; AND (ii) THE FRANCHISEE IS PROHIBITED BY THE FRANCHISE 

OR OTHER AGREEMENT FROM CONTINUING TO CONDUCT 

SUBSTANTIALLY THE SAME BUSINESS UNDER ANOTHER TRADEMARK, 

SERVICE MARK, TRADE NAME, LOGOTYPE, ADVERTISING, OR OTHER 

COMMERCIAL SYMBOL IN THE SAME AREA SUBSEQUENT TO THE 

EXPIRATION OF THE FRANCHISE OR THE FRANCHISEE DOES NOT 

RECEIVE AT LEAST 6 MONTHS ADVANCE NOTICE OF FRANCHISOR'S 

INTENT NOT TO RENEW THE FRANCHISE. 

A PROVISION THAT PERMITS THE FRANCHISOR TO REFUSE TO RENEW 

A FRANCHISE ON TERMS GENERALLY AVAILABLE TO OTHER 

FRANCHISEES OF THE SAME CLASS OR TYPE UNDER SIMILAR 

CIRCUMSTANCES. THIS SECTION DOES NOT REQUIRE A RENEWAL 

PROVISION. 

PK 5431.55 

MM

(F) 

(G) 

A PROVISION REQUIRING THAT ARBITRATION OR LITIGATION BE 

CONDUCTED OUTSIDE THIS STATE. THIS SHALL NOT PRECLUDE THE 

FRANCHISEE FROM ENTERING INTO AN AGREEMENT, AT THE TIME OF 

ARBITRATION, TO CONDUCT ARBITRATION AT A LOCATION OUTSIDE 

THIS STATE.* 

A PROVISION WHICH PERMITS A FRANCHISOR TO REFUSE TO PERMIT 

A TRANSFER OF OWNERSHIP OF A FRANCHISE, EXCEPT FOR GOOD 

CAUSE. THIS SUBDIVISION DOES NOT PREVENT A FRANCHISOR FROM 

EXERCISING A RIGHT OF FIRST REFUSAL TO PURCHASE THE 

FRANCHISE. GOOD CAUSE SHALL INCLUDE, BUT IS NOT LIMITED TO: 

(i) 

(ii) 

THE FAILURE OF THE PROPOSED FRANCHISEE TO MEET THE 

FRANCHISOR'S THEN CURRENT REASONABLE QUALIFICATIONS 

OR STANDARDS. 

THE FACT THAT THE PROPOSED TRANSFEREE IS A COMPETITOR 

OF THE FRANCHISOR OR SUBFRANCHISOR. 

(iii) THE UNWILLINGNESS OF THE PROPOSED TRANSFEREE TO 

AGREE IN WRITING TO COMPLY WITH ALL LAWFUL 

OBLIGATIONS. 

(iv) 

THE FAILURE OF THE FRANCHISEE OR PROPOSED TRANSFEREE 

TO PAY ANY SUMS OWING TO THE FRANCHISOR OR TO CURE 

ANY DEFAULT IN THE FRANCHISE AGREEMENT EXISTING AT 

THE TIME OF THE PROPOSED TRANSFER. 

(H) 

(I) 

A PROVISION THAT REQUIRES THE FRANCHISEE TO RESELL TO THE 

FRANCHISOR ITEMS THAT ARE NOT UNIQUELY IDENTIFIED WITH THE 

FRANCHISOR. THIS SUBDIVISION DOES NOT PROHIBIT A PROVISION 

THAT GRANTS TO A FRANCHISOR A RIGHT OF FIRST REFUSAL TO 

PURCHASE THE ASSETS OF A FRANCHISE ON THE SAME TERMS AND 

CONDITIONS AS A BONA FIDE THIRD PARTY WILLING AND ABLE TO 

PURCHASE THOSE ASSETS, NOR DOES THIS SUBDIVISION PROHIBIT A 

PROVISION THAT GRANTS THE FRANCHISOR THE RIGHT TO ACQUIRE 

THE ASSETS OF A FRANCHISE FOR THE MARKET OR APPRAISED VALUE 

OF SUCH ASSETS IF THE FRANCHISEE HAS BREACHED THE LAWFUL 

PROVISIONS OF THE FRANCHISE AGREEMENT AND HAS FAILED TO 

CURE THE BREACH IN THE MANNER PROVIDED IN SUBDIVISION (C). 

A PROVISION WHICH PERMITS THE FRANCHISOR TO DIRECTLY OR 

INDIRECTLY CONVEY, ASSIGN, OR OTHERWISE TRANSFER ITS 

OBLIGATIONS TO FULFILL CONTRACTUAL OBLIGATIONS TO THE 

FRANCHISEE UNLESS PROVISION HAS BEEN MADE FOR PROVIDING 

THE REQUIRED CONTRACTUAL SERVICES. 

PK 5431.55 

MI-2

THE FACT THAT THERE IS A NOTICE OF THIS OFFERING ON FILE WITH THE 

ATTORNEY GENERAL DOES NOT CONSTITUTE APPROVAL, RECOMMENDATION, OR 

ENDORSEMENT BY THE ATTORNEY GENERAL. 

IF THE FRANCHISOR'S MOST RECENT FINANCIAL STATEMENTS ARE 

UNAUDITED AND SHOW A NET WORTH OF LESS THAN $100,000.00, THE FRANCHISOR 

MUST, AT THE REQUEST OF THE FRANCHISEE, ARRANGE FOR THE ESCROW OF 

INITIAL INVESTMENT AND OTHER FUNDS PAID BY THE FRANCHISEE UNTIL THE 

OBLIGATIONS TO PROVIDE REAL ESTATE, IMPROVEMENTS, EQUIPMENT, 

INVENTORY, TRAINING, OR OTHER ITEMS INCLUDED IN THE FRANCHISE OFFERING 

ARE FULFILLED. AT THE OPTION OF THE FRANCHISOR, A SURETY BOND MAY BE 

PROVIDED IN PLACE OF ESCROW. 

THE NAME AND ADDRESS OF THE FRANCHISOR'S AGENT IN THIS STATE 

AUTHORIZED TO RECEIVE SERVICE OF PROCESS IS: DEPT. OF ENERGY, LABOR, & 

ECONOMIC GROWTH, CORPORATIONS DIVISION, P.O. BOX 30054, LANSING, 

MICHIGAN 48909; 7150 HARRIS DRIVE, LANSING, MICHIGAN 48909. 

ANY QUESTIONS REGARDING THIS NOTICE SHOULD BE DIRECTED TO: 

DEPARTMENT OF THE ATTORNEY GENERAL'S OFFICE 

CONSUMER PROTECTION DIVISION 

ATTN: FRANCHISE 

670 G. MENNEN WILLIAMS BUILDING 

LANSING, MICHIGAN 48913 

(571) 373-7117 

* NOTE: NOTWITHSTANDING PARAGRAPH (F) ABOVE, WE INTEND TO, AND YOU 

AGREE THAT WE AND YOU WILL, ENFORCE FULLY THE PROVISIONS OF THE 

ARBITRATION SECTION OF OUR AGREEMENTS. WE BELIEVE THAT PARAGRAPH (F) 

IS UNCONSTITUTIONAL AND CANNOT PRECLUDE US FROM ENFORCING THE 

ARBITRATION PROVISIONS. 

PK 5431.55 

MI-3

Minnesota Disclosure Addendum 

Item 17 of the Disclosure Document is amended by the addition of the following: 

With respect to Distributorships governed by Minnesota law, Matco will comply with Minnesota 

Statute 80C.14, Subdivisions 3, 4 and 5 which require, except in certain specified circumstances, 

that a Distributor be given 90 days notice of termination (with 60 days to cure) and 180 days 

notice for non-renewal of the Distributorship. 

Minn. Stat. §80C.21 and Minn. Rule 2860.4400J prohibit us from requiring litigation to be 

conducted outside Minnesota, requiring waiver of a jury trial, or requiring you to consent to 

liquidated damages, termination penalties or judgment notes. In addition, nothing in the 

Disclosure Document or agreement can abrogate or reduce any of your rights as provided for in 

Minnesota Statutes, Chapter 80C, or your rights to a jury trial, any procedure, fomm, or remedies 

as may be provided for by the laws of the jurisdiction. 

PK 5431.5 

MN-1

Minnesota Distributorship Agreement Amendment 


, , by and between NMTC, INC., d^/a Matco Tools ("Matco") and 




The Distributor's Matco® Tools business is to be located in the State of Minnesota. Therefore, 


1. Section 13.3 of the Distributorship Agreement is hereby amended and revised as follows: 

Minn. Stat. § 80C.21 and Minn. Rule 2860.4400J prohibit us from requiring litigation to be conducted 

outside Minnesota, requiring waiver of a jury trial, or requiring you to consent to liquidated damages, 

termination penalties or judgment notes. In addition, nothing in the Disclosure Document or agreement 

can abrogate or reduce any of your rights as provided for in Minnesota Statutes, Chapter 80C, or your 

rights to a jury trial, any procedure, fomm, or remedies as may be provided for by the laws of the 

jurisdiction. 


required pursuant to Section 2.2 or 10.2 of the Distributorship Agreement will not apply to any liability 

under the Minnesota Franchises Law and the Rules and Regulations promulgated thereunder by the 

Minnesota Commissioner of Commerce. 

3. The Distributorship Agreement is hereby amended and revised as follows: 

With respect to Distributorships governed by Minnesota law, Matco will comply with Minnesota Statute 

80C.14, Subdivisions 3, 4 and 5 which require, except in certain specified circumstances, that a 

Distributor be given 90 days notice of termination (with 60 days to cure) and 180 days notice for nonrenewal 

of the Distributorship. 



govern. All other terms and conditions of the Distributorship Agreement will remain the same. 


PK 5431.5 

MN-2




DISTRIBUTOR: 

By: 

Name: 

Title: 

Date: 


By: 

Name: 

Title: 

Date: 


By: 

Name: 

Title: 

Date: 

PK 5431.5 

MN-3

North Carolina Disclosure Addendum 

DISCLOSURES REOUIRED BY NORTH CAROLINA LAW 

THE STATE OF NORTH CAROLINA HAS NOT REVIEWED AND DOES NOT APPROVE. 

RECOMMENJQJENmR.SE QR SFaNS.QR ANY BUSINESS OPPORTUNITY. THE INFORMATION 

CONTAINED IN THIS DISCLOSURE HAS NOT BEEN VERIFIED BY THE STATE. IF YOU HAVE 

ANY OUESTION ABOUT THIS INVESTMENT. SEE AN ATTORNEY BEFORE YOU SIGN A 

CONTRACT OR AGREEMENT. 

As required bv North Carolina law, the seller has secured a bond issued bv Travelers Casualty 

and Surety Company of America, located at One Tower Square. Hartford, Connecticut 06183. a surety 

company authorized to do business in this State. Before signing a contract to purchase this business 

opportunity, vou should check with the surety company to determine the bond's current status. 

To the extent that Franchisee decides to purchase any productfs). equipment, or supplies from the 

Franchisor ynder the Franchise Agreementr or anv other agreement between the parties, the Franchisor 

agrees tji^ bouiid--by thejollowing obligalicffl.; 

If we fail to deliver tlie productfs). equipment, or supplies necessary to begin substantial 

operation of theJEiancbised Business within 45 days after the delivery date_ataled in your contract, you 

mav notify us in writing and demand that the contract be cancelled. 

PK 5431.55 

M^^-1

North Carolina Distributorship Agreement Amendment 

THIS AMENDM£NJ to th_e Distributorship A^teejpgnt is eiiJgred into this dav of 

. bv and between NMTC. INC.. d/b/a Matco Tools C'Matco") and 

f the "Distributor") to amend and revise certain provisions of the 

Distributorship Agreement between Matco and the Distributor dated 


The Distributor's Matco® Tools business is to be located in the State of North Carolina. 

Therefore, Matco and the Distributor agree as follows: 

1. In recognition of the requirements of the General Statutes of North Carolina, Chanter 66, Article 

19. Sections 66-94 through 66-100. the parties to the attached Matco Distributorship Agreement agree as 

follows: 

SERVICE OF PROCESS. The following is added and incornorated into the Distributorship 

Agreement as follows: 

SERVICE OF PROCESS 

Our princiâlJiu^ngss address is: 


Sjow. OH 44224 

The name and address of our agent in North Carolina authorized to receive service of process is: 

Secretary of State of North Carolina 

300 North Salisbury Street 

Raleigh. North Carolina 27603 

To the extent this Amendment will be deemed to be inconsistent with anv terms or conditions of the 


govern. All other temis and conditions ofthe Distributorship Agreement will remain the same. 


PK 5431.55 

MNMC-2

INJ^TNESS WHEREOF, each of th_e undersigned hereby adgiowIe_dge_sJiaviniu:ejtd^^^^ 

understandâiidjmsgnts to be bound bv all of its tenns. and agrees it will bejeffective^s_aLthe date first 


DISTRIBUTOR: 

NMTC, INC. d^/a MATCO TOOLS 

Name: 

Title: 

Date: 

Name: 

Title: 

Date: 


By; 

Name: 

Title: 

Date: 

PK 5431.55 

MNNC-3

North Dakota Disclosure Addendum 

In recognition of the requirements of the North Dakota Franchise Investment Law, N.D. Cent. Code, §§ 

51-19-01 through 51-19-17, and the policies of the office of the State of North Dakota Securities 

Commission, the Disclosure Document for NMTC, Inc. d/b/a Matco Tools shall be amended by the 

addition of the following language: 

I. The North Dakota Securities Commissioner has held the following to be unfair, unjust, or 

inequitable to North Dakota franchisees (Section 51-19-09, N.D.C.C.): 

A. Restrictive Covenants: Franchise Disclosure Documents which disclose the existence of 

covenants restricting competition contrary to Section 9-08-06, N.D.C.C., without further 

disclosing that such covenants will be subject to this statute. 

B. Situs of Arbitration Proceedings: Franchise agreements providing that the parties must 

agree to arbitrate disputes at a locafion that is remote from the site of the franchisee's 

business. 

C. Restriction on Fomm: Requiring North Dakota franchisees to consent to the jurisdiction 

of courts outside of North Dakota. 

D. Liquidated Damages and Termination Penalties; Requiring North Dakota franchisees to 

consent to liquidated damages or termination penalties. 

E. Applicable Laws: Franchise agreements which specify that any claims arising under the 

North Dakota franchise law will be govemed by the laws of a state other than North 

Dakota. 

F. Waiver of Trial by Jury: Requiring North Dakota franchisees to consent to the waiver of 

a trial by jury. 

G. Waiver of Exemplary and Punitive Damages: Requiring North Dakota franchisees to 

consent to a waiver of exemplary and punitive damages. 

H. General Release: Requiring North Dakota fi-anchiseesto execute a general release of 

claims as a condition of renewal or transfer of a franchise. 

I. Limitation of Claims: Requiring that North Dakota franchiseesto consent to a limitation 

of claims. The statute oflimitations under North Dakota law applies. 

J. Enforcement of Agreement: Requiring that North Dakota franchiseesto pay all costs and 

expenses incurred by the franchisor in enforcing the agreement. The prevailing party in 

any enforcement action is entitled to recover all costs and expenses including attomey's 

fees. 

2. Each provision of this addendum to the Disclosure Document shall be effective only to 

the extent, with respect to such provision, that the jurisdictional requirements of the North Dakota 

Franchise Investment Law, N.D. Cent. Code, §§ 51-19-1 through 51-19-17, are met independently 

without reference to this addendum to the Disclosure Document. 

PK 5431.55 

ND-1

North Dakota Distributorship Agreement Amendment 






The Distributor's Matco® Tools business is to be located in the State of North Dakota. Therefore, 


The parties acknowledge and agree that they have been advised that the North Dakota Securities 

Commissioner has determined the following agreement provisions are unfair, unjust or inequitable to 

North Dakota franchisees: 

A. Restrictive Covenants: Any provision which discloses the existence of covenants 

restricting competition contrary to Section 9-08-06, N.D.C.C., without further disclosing 

that such covenants will be subject to this statute. 

B. Situs of Arbitration Proceedings: Any provision requiring that the parties must agree to 

arbitrate disputes at a location that is remote fromthe site of the franchisee'sbusiness. 

C. Restriction on Fomm: Any provision requiring North Dakota franchisees to consent to 

the jurisdiction of courts outside of North Dakota. 

D. Liquidated Damages and Termination Penalties: Any provision requiring North Dakota 

franchisees to consent to liquidated damages or termination penalties. 

E. Applicable Laws: Any provision which specifies that any claims arising under the North 

Dakota franchise law will be govemed by the laws of a state other than North Dakota. 

F. Waiver of Trial by Jury: Any provision requiring North Dakota franchiseesto consent to 

the waiver of a trial by jury. 

G. Waiver of Exemplary and Punitive Damages: Any provision requiring North Dakota 

franchisees to consent to a waiver of exemplary and punitive damages. 

H. General Release: Any provision requiring North Dakota franchisees to execute a general 

release of claims as a condition of renewal or transfer of a franchise. 

I. Limitation of Claims: Requiring that North Dakota franchiseesto consent to a limitation 

of claims. The statute oflimitations under North Dakota law applies. 

J. Enforcement of Agreement: Requiring that North Dakota franchisees to pay all costs and 

expenses incurred by the franchisor in enforcing the agreement. The prevailing party in 

any enforcement action is entitled to recover all costs and expenses including attomey's 

fees. 




PK 5431.55 

ND-2




DISTRIBUTOR: 

By: 

Name; 

Title: 

Date: 

NMTC, INC, d/b/a MATCO TOOLS 

By: 

Name: 

Title: 

Date: 


By: 

Name: 

Title: 

Date: 

PK 5431.55 

ND-3

Rhode Island Disclosure Addendum 

In recognition of the requirements of the Rhode Island Franchise Investment Act, §§ 19 28.1-1 through 

19-28.1-34 the Franchise Disclosure Document for NMTC, Inc. d/b/a Matco Tools for use in the State of 

Rhode Island shall be amended to include the following: 

1. Item 17, "Renewal, Termination, Transfer and Dispute Resolution," shall be amended by 

the addition of the following: 

Section 19-28.1-14 of the Rhode Island Franchise Investment Act provides that "A 

provision in a franchiseagreement restricting jurisdiction or venue to a fomm outside this state or 

requiring the application of the laws of another state is void with respect to a claim otherwise 

enforceable under this Act." 

2. This addendum to the Disclosure Document shall be effective only to the extent, with 

respect to such provision, that the jurisdictional requirements of the Rhode Island Franchise Investment 

Act, §§ 19-28.1-1 through 19-28.1-34, are met independently without reference to this addendum to the 

Disclosure document. 

PK 5431.55 

Rl-1

Rhode Island Distributorship Agreement Amendment 






The Distributor's Matco® Tools business is to be located in the State of Rhode Island. Therefore, 


1. Article 12 of the Agreement, under the heading "Dispute Resolution" and Article 13 of 

the Agreement, under the heading "Miscellaneous," shall be amended by the addition of the following: 

Notwithstanding the foregoing. Section 19-28.1-14 of the Rhode Island Franchise 

Investment Act provides that "A provision in a franchise agreement restricting jurisdiction or 

venue to a fomm outside this state or requiring the application of the laws of another state is void 

with respect to a claim otherwise enforceable under this Act." 

2. This amendment shall be effective only to the extent, with respect to such provision, that 

the jurisdictional requirements of the Rhode Island Franchise Investment Act, §§ 19-28.1-1 through 19- 

28.1-34, are met independently without reference to this amendment. 

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Rhode Island 

amendment to the Distributorship Agreement on the same date as the Distributorship Agreement was 

executed. 

DISTRIBUTOR: 

By: 

Name: 

Title: 

Date: 


By: 

Name: 

Title: 

Date: 


By: 

Name: 

Title: 

Date: 

PK 5431.55 

RI-2

Washington Disclosure Addendum 

In recognition of the requirements of the Washington Franchise Investment Protection Act, Wash. 

Rev. Code §§ 19.100.180, the Franchise Disclosure Document for NMTC, Inc. d/b/a Matco Tools in 

connection with the offer and sale of franchises for use in the State of Washington shall be amended to 

include the following; 

1. Item 17, "Renewal, Termination, Transfer and Dispute Resolution," shall be amended by 

the addition of the following paragraphs at the conclusion of the Item: 

The state of Washington has a statute, RCW 19.100.180, which may supersede the 

franchise agreement in your relationship with the franchisor including the areas of termination 

and renewal of your franchise. There may also be court decisions which may supersede the 

franchise agreement in your relationship with the franchisor including the areas of termination 

and renewal of your franchise. 

In any arbitration involving a franchisepurchased in Washington, the arbitration site shall 

be either in the state of Washington, or in a place mutually agreed upon at the time of the 

arbitration, or as determined by the arbitrator. 

In the event of a conflict of laws, the provisions of the Washington Franchise Investment 

Protection Act, Chapter 19.100 RCW shall prevail. 

A release or waiver of rights executed by a franchisee shall not include rights under the 

Washington Franchise Investment Protection Act except when executed pursuant to a negotiated 

settlement after the agreement is in effect and where the parties are represented by independent 

counsel. Provisions such as those which unreasonably restrict or limit the statute of limitations 

period for claims under the Act, rights or remedies under the Act such as a right to a jury trial 

may not be enforceable. 

Transfer fees are collectable to the extent that they reflect the franchisor's reasonable 

estimated or actual costs in effecting a transfer. 

2. Each provision of this addendum to the disclosure document shall be effective only to the 

extent, with respect to such provision, that the jurisdictional requirements of the Washington Franchise 

Investment Protection Act, Wash. Rev. Code §§ 19.100.180, are met independently without reference to 

this addendum to the disclosure document. 

PK 5431.55 

WA-1

Washington Distributorship Agreement Amendment 






The Distributor's Matco® Tools business is to be located in the State of Washington. Therefore, 


1. The State of Washington has a statute, RCW 19.100.180 which may supersede the Distributorship 

Agreement in your relationship with Matco including the areas of termination and renewal of your 

Distributorship. There may also be court decisions which may supersede the Distributorship Agreement 

in your relationship with Matco including the areas of termination and renewal of your Distributorship. 

2. In any arbitration involving a franchise purchased in Washington, the arbitration site shall be 

either in the State of Washington, or in a place mutually agreed upon at the time of the arbitration, or as 

determined by the arbitrator. 

3. In the event of a conflict of laws, the provisions of the Washington Franchise Investment 

Protection Act, Chapter 19.100 RCW shall prevail. 

4. A release or waiver of rights executed by a franchisee shall not include rights under the 

Washington Franchise Investment Protection Act except when executed pursuant to a negotiated 

settlement after the agreement is in effect and where the parties are represented by independent counsel. 

Provisions such as those which unreasonably restrict or limit the statute of limitations period for claims 

under the Act, rights or remedies under the Act such as a right to a jury trial may not be enforceable. 

5. Transfer fees are collectable to the extent that they reflect the Mateo's reasonable estimated or 

actual costs in effecting a transfer. 





PK 5431.55 

WA-2




DISTRIBUTOR: 

By: 

Name: 

Title: 

Date: 


By: 

Name: 

Title: 

Date: 


By: 

Name: 

Title: 

Date: 

PK 5431.55 

WA-3

MATCO DISTRIBUTOR CONSENT TO ALCOHOL AND DRUG TESTING FORM 

APPENDIX I TO FRANCHISE DISCLOSURE DOCUMENT 

Matco 2ai2.FDD/PK 35575.12 434SQ5LS 01/09/44.12

Appendix I 

NMTC, Inc. d/b/a Matco Tools 

DISTRIBUTOR CONSENT TO ALCOHOL AND DRUG TESTING 

Prospective 

Franchisee/Distributors: 

In the event I am offered a distributorship and within in (5) days of notice from Matco Tools, I hereby voluntarily authorize any 

doctor, his/her employees or agents, together with any clinic, hospital or laboratory or other medical facility, to perform 

appropriate tests or examinations on my body fluid or hair samples (for example, urinalysis, blood chemistry, and hair analysis) 

for drugs and/or alcohol. 

I further give my permission to such doctor, his/her employees or agents, clinic, hospital or laboratory or other medical facility, to 

release the results of these tests to Matco Tools, the examining physician and the laboratory, as well as each of their officers, 

agents, and employees. In addition, I hereby release and hold harmless Matco Tools and all such other persons and entities 

from any liability based upon the request for, administration of, and use of the results of any physical examination, including 

substance abuse tests. 

I understand that in the event I fail the drug or alcohol test, Matco Tools will not grant me a franchise. 

This authorization, consent and release is of a continuing nature and shall continue from this date throughout the term 

of my contract between Matco Tools. 

Distributor Candidate: 

Printed Name 

Signature and Date 

Witness: 

Prinled Name 


New/Existing Franchisees/Distributors (during the term ofthe franehised distributorship): 

Upon request by Matco Tools, I hereby voluntarily authorize any doctor, his/her employees or agents, together with any clinic, 

hospital or laboratory or other medical facility, to perform appropriate tests or examinations on my body fluid or hair samples (for 

example, urinalysis, blood chemistry, and hair analysis) for drugs and/or alcohol. 

I further give my permission to such doctor, his/her employees or agents, clinic, hospital or laboratory or other medical facility, to 

release the results of these tests to Matco Tools, the examining physician and the laboratory, as well as each of their officers, 

agents, and employees. In addition, I hereby release and hold harmless Matco Tools and all such other persons and entities 

from any liability based upon the request for, administration of, and use of the results of any physical examination, including 

substance abuse tests. 

I understand that in the event I fail the drug or alcohol test, Matco Tools will have the right to terminate my Distributorship. 

This authorization, consent and release is of a continuing nature and shall continue from this date throughout the term 

of my contract between Matco Tools. 

Distributor: 

Witness: 

Printed Name 

Printed Name 



PK 15450.1/Matco/Consent to Alcohol and Drug Test

MUTUAL RELEASE AGREEMENT 

APPENDIX J TO FRANCHISE DISCLOSURE DOCUMENT 

Matco 2aU,FDD/PK 55575.1^ +24aQ5J..8 Ql/09/4412

APPENDIX J 

MUTUAL RELEASE AGREEMENT 

The following is our current mutual release language that we expect to include in 

a release that a distributor and/or transferor may sign as part of a renewal or an approved 

transfer. We may, in our sole discretion, periodically modify the release. 

This Mutual Release Agreement ("Mutual Release") is made and entered into on 

, 20 by and between NMTC, Inc. d/b/a Matco Tools, a 

Delaware Corporation ("Matco") with principal place of business at 4403 Allen Road, 

Stow OH 44224 and 

[("Distributor")] [("Transferor")], a 

(individual, corporation) with principal place of business at 

RECITALS 

A. Distributor entered into a Distributorship Agreement dated 

20 (the "Distributorship Agreement"), which granted 

Distributor the rightand obligation to establish and operate a Matco mobile 

distributorship (the "Distributorship"). 

B. Distributor wishes [to renew its relationship under the Distributorship 

Agreement, and to execute a new Distributorship Agreement and Renewal Addendum 

("Renewal Distributorship Agreement")] [to transfer or assign his/her rightsunder the 

Distributorship Agreement to a new or transferee distributor ("Transfer Transaction").] 

In cormection with the [Renewal Distributorship Agreement] [Transfer Transaction] 

Matco and [Distributor] [Transferor] have agreed to execute this Mutual Release, along 

with such other documents related to the approved [Renewal Distributorship Agreement] 

[Transfer Transaction]. 

NOW, THEREFORE, the parties, in consideration of the undertakings and 

commitments of each party to the other party set forth here in, hereby agree as follows: 

1. [Renewal! [Transfer! of Distributorship Agreement. In accordance with 

the terms of the Distributorship Agreement, Distributor has notified Matco of its desire to 

[renew! [transfer! its rights under the Distributorship Agreement and to comply with the 

terms and conditions regarding [renewal! [transfer! as specified in the Distributorship 

Agreement. 

2. Releases. 

a. By Distributor. Distributor hereby releases and forever discharges 

Matco, Mateo's corporate affiliates, and each of their respective officers, directors, 

agents, and employees (collectively, the Matco Parties") from any and all claims, 

PK 36169.2/Matco Mutual Release Agreement Page 1

demands, liabilities, and causes of action of whatever kind or nature, vested or 

contingent, known or unknown, suspected or unsuspected, which Distributor now owns 

or holds, or has at any time heretofore owned or held, or may at any time own or hold 

against the Matco Parties arising prior to and including the date of this Mutual Release 

which relates in any way to: (a) the Distributorship Agreement, including, but not limited 

to, the entry into the Distributorship Agreement; (b) the operation by Distributor of the 

Distributorship pursuant to the Distributorship Agreement; (c) the relationship between 

Matco and Distributor; and (d) this Mutual Release (collectively, the "Distributor 

Released Claims"). Distributor represents and warrants that it acknowledges and agrees 

that Distributor may in the future leam of facts in addition to or different from those 

which it now knows or believes to be true with respect to the subject matter of this 

Section 2.a, but that nonetheless, it is the intention of Distributor to fully, finally, and 

forever settle and release all of the Distributor Released Claims. 

b. By Matco. Matco hereby releases and forever discharges 

Distributor and their respective officers, directors, agents, and employees (collectively, 

the Distributor Parties") from any and all claims, demands, liabilities, and causes of 

action of whatever kind or nature, vested or contingent, known or unknown, suspected or 

unsuspected, which Matco now owns or holds, or has at any time heretofore owned or 

held, or may at any time own or hold against the Distributor Parties arising prior to and 

including the date of this Mutual Release which relates in any way to: (a) the 

Distributorship Agreement, including, but not limited to, the entry into the 

Distributorship Agreement; (b) the operation by Distributor of the Distributorship 

pursuant to the Distributorship Agreement; (c) the relationship between Distributor and 

Matco; and (d) this Mutual Release (collectively, the "Matco Released Claims"). Matco 

represents and warrants that it acknowledges and agrees that Matco may in the future 

leam of facts in addition to or different from those which it now knows or believes to be 

tme with respect to the subject matter of this Section 2.b, but that nonetheless, it is the 

intention of Matco to fully, finally, and forever settle and release all of the Matco 

Released Claims. 

c. Claims under Section 1542. Distributor and Matco expressly state 

that it is their intention in executing this Mutual Release that it shall be effective as a bar 

to the Distributor Released Claims and Matco Released Claims as prescribed by Section 

1541 of the Califomia Civil Code. Distributor and Matco warrant that they are familiar 

with and have been advised by legal counsel conceming the legal effect of Section 1542 

of the Califomia Civil Code, and that Distributor and Matco expressly waive and 

relinquish all rights and benefits conferred by the provisions of Section 1542 of the 

California Civil Code, which provides that; 

A general release does not extend to claims which the 

creditor does not know or suspect to exist in his favor at the 

time of executing the release, which if known by him must 

have materially affected his settlement with the debtor. 

3. Exception for Certain Monies Owed. The releases in Section 2.a and 2.b 

above do not apply to any monies which may be owed by Matco to Distributor or by 

PK. 36169.2/Matco Mutual Release Agreement Page 2

Distributor to Matco in the ordinary course of business under the Distributorship 

Agreement. 

4. Acknowledgments. Distributor acknowledges it has received a copy of 

this Mutual Release sufficiently in advance of executing it to be able to consult with 

counsel of Distributor's choosing, and Distributor acknowledges having reviewed and 

imderstood this Mutual Release prior to executing it. Further, Distributor acknowledges 

that it received a copy of Mateo's current form of franchisedisclosure document required 

by the Trade Regulation Rule of the Federal Trade Commission entitled "Disclosure 

Requirements and Prohibitions Conceming Franchising and Business Opportunity 

Ventures" at least fourteen (14) calendar days prior to the date the Renewal 

Distributorship Agreement and this Mutual Release were executed. 

5. No prior assignment. The parties represent and warrant that they are the 

sole owners of all claims and rightsreleased hereimder and that they have not assigned or 

transferred, or purported to assign or transfer, to any person or entity, any suit, claim, 

controversy, liability, demand, action, or cause of action released under Sections 2.a and 

2.b above. 

6. Effect. 

a. This Mutual Release shall be binding upon the respective corporate 

officers and directors of Matco and Distributor, and upon each party's legal 

representatives, successors, and assigns, and shall inure to the benefit of the respective 

parties hereto. 

b. This Mutual Release shall be govemed, constmed, and interpreted 

under the laws of Ohio. 

c. [For Maryland franchisees,add this paragraph!: Distributor and 

Matco agree that all actions arising under this Mutual Release must be commenced in 

arbitration in accordance with the terms ofthe Distributorship Agreement. In the event 

any claims arising under the Mutual Release with respect to the Maryland Franchise 

Registration and Disclosure Law, Distributor and Matco agree that all such actions must 

be commenced in the state or federal court of general jurisdicfion in Maryland, and each 

of the undersigned irrevocably submits to the jurisdiction of those courts and waives any 

objection he or she might have to either the jurisdicfion of or venue in those courts. This 

Mutual Release shall be interpreted and constmed under the laws of the State of 

Maryland. In the event of any conflict of law, the laws ofthe State of Maryland shall 

prevail (without regard to, and without giving effect to, the application of Maryland 

conflict of law mles). 


IN WITNESS WHEREOF, each of the undersigned hereby acknowledges having 

read this Mutual Release, understands and consents to be bound by all of its terms, and 

agrees it will be effective as of the date first above written. 

DISTRIBUTOR: 

By: 

Name: 

Title: 

Date: 

NMTC, INC. d^/a MATCO TOOLS 

By: 

Name: 

Tide: 

Date: 

DISTRIBUTOR'S SPOUSE 

By: 

Name: 

Tide: _ 

Date: 


BIDE ALONG ACKNOWLEDGEMENT 

APPENDIX K TO FRANCHISE DTSCLOSURK DOCUMENT 

Matco 2£U2.FDD/PK 35575.12 «42Q5.1.8 02/09/4412

Matco Tools 

Ride-Along Acknowledgement 

Prospective Matco Distributor: 

Matco List of Calls: 

(See Attached) 

I am a Prospective Matco Distributor, and I am considering purchasing a Matco Tools 

Distributorship. Specifically, I am considering a Matco Tools Distributorship which covers 

shops, locations and potential customers in the attached List of Calls. 

As part of my due diligence and investigation of the Matco Tools opportunity, I have met with 

various Matco personnel, including 

, the District Manager. I 

have been advised that the proposed List of Calls has a minimum of 325 Potential Customers. I 

understand that the Potential Customers may or may not purchase products or become actual 

customers. 

The District Manager offered me the opportunity to (a) survey the List of Calls and visit the stops 

on my own, or (b) ride with the District Manager or another Matco Representative to visit each 

stop, shop or location on the List of Calls, so that I could assess, for myself, the potential for the 

route and the Potential Customers. (Select one of the following:) 

On 

(date(s)) I either (a) surveyed the List of Calls myself, 

or (b) participated in a Ride-Along with the District Manager or another Matco 

Representative ( 

), and I personally surveyed the 

stops, shops and locations on the attached List of Calls. I am satisfied with the 

stops and the number of potential customers at the stops on my List of Calls. 

I chose not to survey the attached List of Calls or to participate in a Ride-Along 

with the District Manager or another Matco Representative. 

I understand that the Ride-Along opportunity can be a valuable tool in my evaluation of a Matco 

Tools Distributorship opportunity. I have received the assistance that I requested from Matco. 

I hereby confirm that I have been advised that If any statement in this Ride-Along 

Acknowledgement ("Acknowledgement") is not correct I should not sign this 

Acknowledgement. 

This Ride-Along Acknowledgement is true and correct. 

Sign: 

Print Name: 

Date: 

PK 50500.1

RECEIPT 

(To Be Retained bv You) 


Franchise Disclosure Document 

Issuance Date; March 11 ;-20-l-l-^-as-eftwitded December 9, 20II9. 2012 

^sure Document summarizes cenain-provi£iQns of the distribute 

laiiguajê, Read this disclosure document and all agreements carefully. 

If Matco offers vou a franchise^ it must provide this Disclosure Document to vou: 

(a) 14 calendar davs before vou sign a bindina-aereement with._or make a payment to, us or an affihate in 

connection with the pronosed franchise sale, or 

(h) Under New York and Rhode Island law, if applicable, at the earlier of (i) your first personal meeting; to discuss 

the franciiise. or fiil 10 business davs before vou sign a binding agreement with, or make payment to us or an affiliate in 

connectioii with the proposed franchise sale, or 

(c) Michigan and Washington require that wgîve vou this disclosure document at least 10 business davs before the 

execution of anv binding franchiseor other agreement or tlie payment of anv consideration, whichever occurs first. 

If Matco does not deliver this Disclosure Document on time or if it contains a false or misleadinf^ statement or a material 

Qmi££iQn,-a violation of federaLand state law,may haye, occurred,and should be reported to the Federal Trade Commission. 

Washington. 

date state agg-ncv listedJp Appendi^dL 

•Ong-fcanchisor is NM'nUn£.ujiZb/a Matco Tools. 4403 Allen Road. Stow. Ohio 44224. Its telephone number is 

Issuance date: March 9, 2012. 

Tlie franchise seller is Ernest C. Lauber. Senior Vice President. Sales of NMTC, Inc. d/b/a Matco Tools. 4403 Allen Road. 

Apv additional individual franghi-sesellers involved in offering the distributorship are; 

MalcQ-anEhonzas the respective state agencie 

state. 

1 have received a Disclosure Document March 9. 2012 fand widi effective dates of state registration or exemption as listed on 

the State Effective Dates paael that included the following Exhibits: Appendix A - Financial Statements, Appendix B - 

Active Distributors, Appendix C - Terminated Distributors, Appendix D - Distributorship Agreement. Appendix E - 

Distributor Disclosure Questionnaire. Appendix F - State Agencv Exhibit, Appendix G - Agents for Service of Process. 

Appendix H - State-specific Disclosures and State Agreement Amendments, Appendix 1 - Matco Distributor Consent tq 

Alcohol qnd Drug Testing Form. Appendix J - Mutual Release Agreement, and Appendix K- Ride Along 

I acknowledge that the information contained in this Franchise Disclosure Document of Malco is confidential and 

proprietary. 1 agree that this information will be used onlv for purposes of evaluating the possible purchase of a Matco 

franchise^ and will not be disclosed to anv person other than mv legal and financial advisors. 

Signed: 

Print Name: 

Print Name: 

Address: 

Address: 

Citv: State: Citv: State: 

Zip: Teleplione: 7.in: Telephone: 

Dated: 

Dated; 

Matco FDD/PK 35575.12 

MatcQ.2ai2Î)D/EK_42QiL8. 

R-1 43 

JW09/U12

RECEIPT 

^To Be ReHirned «o Matcn Toolsl 

NMTC. INC. d/h/a MATCO TOOLS 

Franchise Disclosure-Eteimeiil 

Issuance Date: March 9. 2012 

This Disclosure Document summarizes certain provisions of the distributorship agreement and other information in plain 

language. Read this disclosure document and all agreements carefully. 

If Matco offers you a franchise, it must provide this Disclosure Document to you: 

(a) 14 calendar days before you sign a binding agreement with, or make a payment to, us or an affiliate in 

connection with the proposed franchise sale, or 

(b) Under New York and Rhode Island law, if apphcable, at the earlier of (i) your firstpersonal meeting to discuss 

the franchise, or (ii) 10 business days before you sign a binding agreement with, or make payment to us or an affiliate in 

cormection with the proposed franchise sale, or 

(c) Michigan and Washington require that we give you this disclosure document at least 10 business days before the 

execution ofany binding franchiseor other agreement or the payment ofany consideration, whichever occurs first. 

If Matco does not deliver this Disclosure Document on time or if it contains a false or misleading statement or a material 

omission, a violation of federal and state law may have occurred and should be reported to the Federal Trade Commission, 

Washington, D.C. 20580 and to the appropriate state agency listed in Appendix F. 

The franchisoris NMTC, Inc. d/b/a Matco Tools, 4403 Allen Road, Stow, Ohio 44224. Its telephone number is (330) 929- 

4949. 

Issuance date: March 11, 2011, as amended December 9, ^4421112• 

The franchiseseller is Ernest C. Lauber, Senior Vice President, Sales of NMTC, Inc. d/b/a Matco Tools, 4403 Allen Road, 

Stow, Ohio 44224, (330) 929-4949. 

Any additional individual franchisesellers involved in offering the distributorship are; 

Matco authorizes the respective state agencies identified on Appendix G to receive service of process for it in the particular 

state. 

I have received a Disclosure Document March 11. 2011, a!, amended Decembor 9. 201 ]^J^}12 (and with effective dates of 

state registration or exemption as listed on the State Effective Dates page) that included the following Exhibits: Appendix A 

- Financial Statements, Appendix B - Active Distributors, Appendix C - Terminated Distributors, Appendix D - 

Distributorship Agreement, Appendix E - Distributor Disclosure Questionnaire, Appendix F - State Agency Exhibit, 

Appendix G - Agents for Service of Process, Appendix H - State-specific Disclosures and State Agreement Amendments, 

Appendix I - Matco Distributor Consent to Alcohol and Drug Testing Form, fffid-Appendix J - Mumal Release Agreement-^ 

and Appendix K~ Ride Along Acknowledgement. 

I acknowledge that the information contained in this Franchise Disclosure Document of Matco is confidential and 

proprietary. I agree that this information will be used only for purposes of evaluating the possible purchase of a Matco 

franchise, and will not be disclosed to any person other than my legal and financial advisors. 

Signed: 

Signed: 

Print Name: 

Print Name: 

Address: 

Address: 

City: 

State: 

City: 

State: 

Zip: 

Telephone: 

Zip: 

Telephone: 

Dated: 

Dated: 

MaicomD''PK 35575,12 

MatciL2!112iDDZElC4SQ51X 

R-2 

I!a/09/44-12

RECEIPT 

Be Returned to Motgo TQOIS4 

NMTC, INC. d,fb/a MA TCO TOOLS 

Franchise Diiwloûre Document 

Is'Timnce Date: March ll ; 2Q44-r-aâ4nended December 9, 2011 

This Disclosure Document sammaFtzes-eîêin-pfevisions of the distributorship agreement-and-efhet^fennQtion in plain 

language. Read tins disclosure document and QU agFeentenfevcareflilly- 

If Matco offei\s you-a-fi4ifKliiae?4NmtsHîwjde-tbis Ois Dooument to you: 

(Q) 14 cQle^Klar-days before you-îgn a binding agreement with, or make a pQTOient tO; ua orfln affihate- in 

connection with the-proposed franchise sale^, or 

(b->-Ijwd*aF'NeW' York and Rhode Island law, if uppUoableâ-t-lhe-eaFh&r'Of'(i) your firstpersonal-meeting-4e-di&eufTS 

the franehi^^; er (ii)-IO-tWfîiWiis days before you aigr^ a binding agree^Hent- withêr-nwtkepa'yment jo its or-an affiliate-in 

eonaeelien-with the proposed fnmchise sale, or 

() Michigan and Washington require thai we give you thifrdts^losure document at leafTt lO business-days4>&fore the 

e.K-

MINNESOTA COMMERCE - Unhappy Franchisee

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