SETTLEMENT AGREEMENT  



        This
Settlement Agreement (“Agreement”), dated May 12, 2006, is made and entered into
by and between the Representative Plaintiffs (as defined below) on behalf of themselves
and the Class Members (as defined below), and the Defendants (as defined below) in order
to settle and compromise the Pending Litigations (as defined below) according to the terms
and conditions set forth herein. 



I. RECITALS 



        WHEREAS
Aaron Reeves, Anthony Hobby, Paul Vladyka, Dwight Lankart, and Richard Fortuna are all
Former Franchisees (as defined below) of Snap-on Tools Company LLC, and are borrowers from
Snap-on Credit LLC; and 



        WHEREAS
Aaron Reeves, Anthony Hobby, Paul Vladyka, Dwight Lankart, and Richard Fortuna are
Representative Plaintiffs who filed Class Action Complaints on behalf of themselves and
all others similarly situated in the United States District Court for the District of New
Jersey against Snap-on Tools Company LLC (“Snap-on Tools”) (Civil Action No.
2:03 cv 04563 and Snap-on Credit LLC (“Snap-on Credit”) (Civil Action No. 2:04
cv 5411 (FSH)) (collectively “the New Jersey Actions”) alleging violation of the
federal RICO Act; violation of the Fair Labor Standards Act; violation of the New Jersey
Franchise Practices Act; violation of the New Jersey Consumer Fraud Act; fraud; negligent
misrepresentation; breach of contract; breach of fiduciary duty; breach of the covenant of
good faith and fair dealing; and for injunctive relief; and 












        WHEREAS
the District Court in New Jersey stayed the New Jersey Actions and referred them to
arbitration pursuant to the arbitration provisions of certain Franchise Agreements and the
arbitration provisions of certain Loan Agreements; and 



        WHEREAS,
separate Demands for Class Action Arbitration were filed with the American Arbitration
Association (“AAA”) by the Representative Plaintiffs in the New Jersey Actions,
including: 



	 	
Aaron
Reeves v. Snap-on Tools Company, LLC et al.  
AAA Docket No. 11 114 01821 04 (“the
ReevesArbitration”)  






	 	
Anthony
D. Hobby v. Snap-on Tools Company, LLC et al.  
AAA Docket No. 11 114 01884 04 (“the
HobbyArbitration”)  






	 	
Paul
Vladyka v. Snap-on Tools Company, LLC et al.  
AAA Docket No. 11 114 01814 04 (“the
VladykaArbitration”)  






	 	
Richard
Fortuna v. Snap-on Tools Company, LLC et al. 
AAA Docket No. 11 114 011818 04 (“the
FortunaArbitration”)  






	 	
Dwight
Lankart v. Snap-on Tools Company, LLC et al.  
AAA Docket No. 11 114 01931 04 (“the
LankartArbitration”)  






and; 



        WHEREAS
the Corporate Defendants (as defined below) filed counterclaims in certain of the
above-referenced arbitrations seeking monies alleged to be owed by the Representative
Plaintiffs; and 



-2- 










        WHEREAS
Clause Construction Hearings were conducted pursuant to the AAA’s Rules governing
class actions during 2005 in the Hobby, Fortuna and Lankart
Arbitrations; and 



        WHEREAS
the arbitrators in the Hobby and Fortuna Arbitrations ruled in
separate Opinions that the arbitration provisions in certain Franchise Agreements and Loan
Agreements drafted by the Corporate Defendants permitted class actions in arbitration; and 



        WHEREAS
the arbitrator reserved decision and has not yet rendered a decision on either the Clause
Construction issues or Snap-on Tools’ Motion to Dismiss the Complaint in the
Lankart Arbitration; and 



        WHEREAS
the Vladyka and Reeves Arbitrations have been stayed pending
settlement discussions; and 



        WHEREAS
Ronald DeSantis, Shawn Dickmyer, Scott Factor, William Bradley Freeman, Scott Ingenito,
and Matt Setser are all Former Franchisees of Snap-on Tools and are borrowers from Snap-on
Credit; and 



        WHEREAS
Ronald DeSantis, Shawn Dickmyer, Scott Factor, William Bradley Freeman, Scott
Ingenito, and Matt Setser are Representative Plaintiffs who filed a Class Action Complaint
on behalf of themselves and all others similarly situated against the Corporate Defendants
and Individual Defendants (as defined below) in the Circuit Court Of The Sixth Judicial
Circuit In And For Pinellas County, Florida, Civil Case No. 04-8709-Cl-7 (the
Florida Action) alleging violation of the Florida Deceptive Trade Practices and Unfair
Competition Act, violation of the Florida Franchise Act, fraud, breach of contract, breach
of fiduciary duty and breach of the covenant of good faith and fair dealing; and 




-3- 









        WHEREAS
the Florida Circuit Court in an Opinion and Order dated September 14, 2005, stayed the
Florida Action and referred it to arbitration pursuant to the arbitration provisions of
certain Franchise Agreements and certain Loan Agreements; and 



        WHEREAS
separate Demands for Class Action Arbitration were filed with the AAA by the
Representative Plaintiffs in the Florida Action, including: 



	 	
Ronald
DeSantis v. Snap-on Tools Company, LLC et al.  
AAA Docket No. 11 114 0228605 (“the
DeSantisArbitration”)  






	 	
Shawn
Dickmyer v. Snap-on Tools Company, LLC et al.  
AAA Docket No. 11 114 02285 05 (the Dickmyer
Arbitration”)  






	 	
Scott
Factor v. Snap-on Tools Company, LLC et al. 
AAA Docket No. 11 114 02284 05 (“the
Factor Arbitration”)  






	 	
William
Bradley Freeman v. Snap-on Tools Company, LLC et al.  
AAA Docket No. 11 114 02283 05 (“the
Freeman Arbitration”)  






	 	
Scott
Ingenito v. Snap-on Tools Company, LLC et al.  
AAA Docket No. 11 114 02281 05 (“the
Ingenito Arbitration”)  






	 	
Matt
Setser v. Snap-on Tools Company, LLC et al.  
AAA Docket No. 11 114 02282 05 (“the
Setser Arbitration”) and;  






        WHEREAS
the AAA has of the date hereof appointed arbitrators in the DeSantis,
Dickmyer, Factor, Freeman, Ingenito and Setser
Arbitrations; and 



        WHEREAS
various appeals in both the Florida Action and New Jersey Action by Defendants (as defined
below) have been denied; and 




-4- 









        WHEREAS
there is currently pending in the Florida Action a Motion for Rehearing filed by the
Defendants before the Florida Circuit Court of Appeals; and 



        WHEREAS
the Parties (as defined below) deny any and all allegations of wrongdoing, fault,
liability or damages of any kinds; and 



        
WHEREAS the Parties and Counsel have conducted a thorough examination and
investigation of the facts and law relating to the subject matters set forth in the
Pending Litigations; and 



        WHEREAS
the Parties and Counsel have determined that settlement is desirable in order to avoid the
time and expense of the Pending Litigations; and 



        WHEREAS
this Settlement is in the public interest; and 



        WHEREAS
there have been intensive arm’s length negotiations between Class Counsel and
Defendants’ Settlement Counsel which resulted in this Agreement; and 



        WHEREAS
the Parties and Counsel believe that this Agreement offers significant benefits to the
Representative Plaintiffs , to the Class Members, to the public interest, and is fair,
reasonable, adequate and in the best interests of all members of the Class; 



        NOW
THEREFORE, the Parties and Counsel stipulate and agree that all claims of the Parties
by or against the other shall be finally settled, discharged and resolved in accordance
with the terms and conditions set forth below. 



-5- 










II. DEFINITIONS 



        2.1
     “Claim Deadline” means the date set forth in the Notice by which Class Members must
submit the Claim Form; 




        2.2
“Claim Form” means a document, substantially in the form of Exhibit A,
attached hereto, that a Class Member must complete and submit to receive the Class
benefits as defined below; 



        2.3
“Claimant” means a Class member who timely submits a properly completed
Claim Form in accordance with the procedures set forth in the Notice Order; 



        2.4
     “Class” means the following: 




          
All persons in the United States who are Former Franchisees or Current Franchisees as
those terms are defined in Paragraph 2.17. Excluded from the Class are (i)
Franchisees that have asserted a claim and were represented by counsel which resulted in a
signed settlement agreement, judgment or arbitration award, (ii) Franchisees not
represented by counsel against whom an arbitration award or a default judgment was entered
in favor of any of the Defendants, and (iii) those Franchisees on the list attached as
Exhibit B.  The Class also excludes all persons who timely and validly request
exclusion from the Class pursuant to the Notice disseminated in accordance with the Notice
Order.  The identities of the Class Members shall be primarily determined from the
databases and records of the Corporate Defendants 




-6- 









        2.5
     “Class Counsel” means the law firms of Marks & Klein, LLP, and McElroy, Deutsch,
Mulvaney & Carpenter, LLP 




        2.6
     “Class Member” means a person who falls within the definition of the Class set forth
in Paragraph 2.4. 




        2.7
“Corporate Defendants” means Snap-on Incorporated, and all subsidiary and
affiliated companies, including Snap-on Tools Company LLC and Snap-on Credit LLC. 



        2.8
     “Court” means the United States District Court for the District of New Jersey,
Newark vicinage. 




        2.9
     “Counsel” means collectively Class Counsel, Defendants’ Litigation Counsel and
Defendants’ Settlement Counsel. 




        2.10
    “Defendants” collectively means the Corporate Defendants and the Individual
Defendants. 




        2.11
    “Defendants’ Litigation Counsel” means the law firm of Jenkens & Gilchrist, Wolff & Samson,
PC; MacFarlane,  Ferguson & McMullen, and Schnader, Harrison Segal & Lewis, LLP  




        2.12
    “Defendants’ Settlement Counsel” means Lew Goldfarb Associates, LLC. 




-7- 










        2.13
“Effective Date” means the earliest date upon which all of the events and
conditions specified in Paragraph 11.1 have been met. 



        2.14
“Fee Application” means the application submitted to the Court by Class
Counsel for an award of attorneys’ fees and reimbursement of expenses and costs
incurred. As used in this Agreement, attorneys’ fees shall mean “reasonable
attorneys’ fees” and expenses and costs incurred shall mean “reasonable and
documented expenses and costs incurred”. 



        2.15
“Fee Award” means the attorneys’ fees and reimbursement of expenses
and costs awarded by the Court to Class Counsel. 



        2.16
“Final” means: 




            (a)          if
no appeal from the Judgment referred to in Paragraph 11.1(c) is filed: the           date
of the expiration of the time for the filing or noticing of any appeal from           the
Judgment; or  




            (b)          if
an appeal from the Judgment is filed, and the Judgment is affirmed or the
          appeal is dismissed: the date of such affirmance or dismissal; or  




            (c)          if
a petition for a writ of certiorari is filed and denied: the date the           petition
is denied; or  




            (d)          if
no petition for a writ of certiorari is filed: the date of expiration of the
          time for the filing of such a petition for a writ of certiorari; or  




-8-   










            (e)          If
such a petition for writ of certiorari is filed and granted: the date of           final
affirmance or final dismissal of the proceeding initiated by the petition           for a
writ of certiorari.  




        2.17
For purposes of this Agreement, “Franchisee” means all individuals or
entities in the United States who, from January 1, 1998 through April 18, 2006, operated
one or more franchises, independent dealerships, and/or conversion franchises, but does
not include trial franchisees or employees or independent contractors of Franchisees.
“Former Franchisee” is a Franchisee who has sent in a notice to terminate
or has been sent a letter of termination or has otherwise terminated by April 18, 2006 and
has checked in prior to May 30, 2006. “Current Franchisee” is a
Franchisee who is not a Former Franchisee. An individual or entity may be a Former
Franchisee as to a particular franchise or franchises and be a Current Franchisee as to
another franchise or franchises. 



        2.18
“Incentive Award” means an additional amount of money to be paid to
certain Class Members subject to Court approval. 



        2.19
“Individual Defendants” means the individually named defendants in the
Florida Action including Michael Montemurro, Kevin Gallagher, Carol Herald, Joseph
Kuebler, Larry Leighton, Rick Smith, David Spence, David Pence and Bart Wignall. 



        2.20
“Judgment” means the final judgment to be entered by the Court pursuant
to the Agreement. 



-9- 










        2.21
“Notice” means a document, substantially in the form of Exhibit C
hereto, to be disseminated by First Class Mail in accordance with the Notice Order,
informing class members of, among other things, the pendency of the Pending Litigations,
the material terms of the proposed Settlement, and their respective rights and obligations
with respect to the proposed Settlement. 



        2.22
“Notice Order” means an order, subject to Court approval, substantially
in the form of Exhibit D hereto, providing for, among other things, preliminary approval
of the Settlement and dissemination of Notice to the Class. 



        2.23
“Parties” means the Representative Plaintiffs and Defendants 




        2.24
“Pending Litigations” means the Florida and New Jersey Actions and the
eleven class action arbitrations pending before the AAA, including: 



	 	
Aaron
Reeves v. Snap-on Tools Company, LLC et al.  
AAA Docket No. 11 114 01821 04 (“the
ReevesArbitration”)  






	 	
Anthony
D. Hobby v. Snap-on Tools Company, LLC et al.  
AAA Docket No. 11 114 01884 04 (“the
HobbyArbitration”)  






	 	
Paul
Vladyka v. Snap-on Tools Company, LLC et al.  
AAA Docket No. 11 114 01814 04 (“the
VladykaArbitration”)  






	 	
Richard
Fortuna v. Snap-on Tools Company, LLC et al.  
AAA Docket No. 11 114 011818 04 (“the
FortunaArbitration”)  






	 	
Dwight
Lankart v. Snap-on Tools Company, LLC et al.  
AAA Docket No. 11 114 01931 04 (“the
LankartArbitration”)  







-10- 









	 	
Ronald
DeSantis v. Snap-on Tools Company, LLC et al.  
AAA Docket No. 11 114 0228605 (“the
DeSantisArbitration”)  






	 	
Shawn
Dickmyer v. Snap-on Tools Company, LLC et al.  
AAA Docket No. 11 114 02285 05 (the Dickmyer
Arbitration”)  






	 	
Scott
Factor v. Snap-on Tools Company, LLC et al. 
AAA Docket No. 11 114 02284 05 (“the
Factor Arbitration”)  






	 	
William
Bradley Freeman v. Snap-on Tools Company, LLC et al.  
AAA Docket No. 11 114 02283 05 (“the
Freeman Arbitration”)  






	 	
Scott
Ingenito v. Snap-on Tools Company, LLC et al.  
AAA Docket No. 11 114 02281 05 (“the
Ingenito Arbitration”)  






	 	
Matt
Setser v. Snap-on Tools Company, LLC et al.  
AAA Docket No. 11 114 02282 05 (“the
Setser Arbitration”).  






        2.25
“Released Claims” means any and all claims, demands, rights, liabilities,
and causes of action of every nature and description whatsoever, known or unknown, at law
or in equity, existing under federal or state law, common or statutory, that any
Representative Plaintiff or other Class Member has asserted or could have asserted against
the Released Snap-on Group or that the Corporate Defendants could have asserted against
any Representative Plaintiff or Former Franchisee Class Member as of the Effective Date.
Nothing in this provision or Settlement Agreement shall be construed to release (i) any
Current Franchisee from its obligations under any agreement with Corporate Defendants,
except to the extent provided in Paragraph 4.2(a), (ii) the Franchisees identified in
Exhibit B, (iii) any Class Member who “opts out” under Paragraph 12.2, or (iv)
the Former Franchisees from their post termination obligations under their franchise
agreement relating to (a) confidentiality, (b) trade secrets, or (c) the use of the
Snap-on Program or trademarks. 




-11- 









        2.26
“Released Snap-on Group” means the Corporate Defendants, including their
present or former directors, officers, partners, joint venture partners, principals,
members, stockholders, owners, employees, agents, servants, attorneys, advisors, personal
or legal representatives, parent companies, divisions, related and affiliated entities,
predecessors and successors, and Individual Defendants. 



        2.27
“Representative Plaintiffs” means the eleven named Representative
Plaintiff Class Members in the Pending Litigations who represent the Class. 



        2.28
    “Settlement” means the settlement set forth in this Agreement. 




        2.29
“Settling Parties” means, collectively, the Released Snap-on Group,
the Representative Plaintiff Class Members and all Class Members. 



        2.30
“Third Party Class Action Administrator” means LECG, LLC, an independent
third party retained to administer the Settlement, if acceptable to the Court. 



        2.31
The plural of any defined terms includes the singular and the singular of any defined term
includes the plural, as the case may be. 



	III. 	RECOGNITION
OF THE CLASS FOR SETTLEMENT PURPOSES  ONLY






	 	3.1 	For
Settlement Purposes Only







-12- 










        This Settlement
Agreement is for settlement purposes only and shall have no precedential value in any
future proceeding as to any of the allegations in the Pending Litigations. This Agreement
further shall have no precedential value in any future proceeding with regard to the
certifiability of any proposed class(es). Corporate Defendants specifically reserve the
right to assert, among other things, that the language in the arbitration provision of the
franchise agreement prohibits class actions, that the putative class should not be
certified and that it would not be manageable to conduct a trial of a class action. It is
understood and agreed that the Parties do not waive any of their rights to contest the
amendment to the class definition in the event the Settlement is not consummated; all of
such rights being expressly reserved. 



	 	3.2 	If
Settlement Not Approved, Any Settlement Class Is Dissolved







        If
the Settlement provided for in this Settlement Agreement is not approved by the Court or
does not become Final following such approval, no class will be considered certified due
to the recitals in this Agreement or, if previously certified for purposes of settlement,
that certification will be voided nunc pro tunc, for all other purposes, without
prejudice to or effect on future motions for class certification. In such event, the
Corporate Defendants will not be deemed to have consented to certification of any class,
and will retain all rights to object to or oppose any motion for class certification,
including certification of the identical class provided for herein or any other class(es). 



	IV.  	SETTLEMENT
CONSIDERATION 






	 	4.1 	Former
Franchisees Shall Receive Monetary Compensation, Releases and Debt Forgiveness






        Former
Franchisees may select either one of the following two options for receiving monetary
compensation for each franchise operated by a Former Franchisee under a separate franchise
agreement: 



	 	
Option
A: To be eligible for monetary compensation under Option A, the Former Franchisee
must return a form that will set forth the Former Franchisee’s verifiable current
address, other required information and be signed by the Former Franchisee. Former
Franchisees exercising Option A shall receive a payment of $1,000 and a Release as
described in paragraph 6.2 hereof.  








-14- 








	 	
Option
B: To be eligible for monetary compensation under Option B, the Former Franchisee
must return a fully completed questionnaire substantially in the form of Exhibit E for
each franchise for which a claim is made. A Former Franchisee who selects Option B will
receive a Release as described in paragraph 6.2 hereof and will be eligible to receive an
amount of compensation not to exceed $20,000 for each franchise operated under a separate
franchise agreement for which he elects Option B. Factors that will enhance a Former
Franchisee’s entitlement to receive the $20,000 maximum amount of compensation
include the number of years of service and the weekly paid sales average at the time of
termination as further defined in Exhibit F. Factors that will detract from a Former
Franchisee’s entitlement to receive the $20,000 maximum amount of compensation
include the amount owed by the Former Franchisee at the time of termination, whether the
Former Franchisee signed a release of all claims against any of the Corporate Defendants
and whether the Former Franchisee is or was an employee of the Corporate Defendants. A
more detailed description of the method, formula, and process for determining
compensation under Option B is provided in the questionnaire attached hereto as Exhibit
E. In particular, the payment amount primarily shall be calculated based on the
application of the formula set forth in Exhibit F by the Third Party Class Action
Administrator.  






	 	        All
Former Franchisee Class Members who do not opt out or are not otherwise excluded from the
Settlement shall receive debt forgiveness as more particularly described in Section 6.2.  







	 	4.2 	Corporate
Defendants Modifications and Enhancements To
Current Business Practices and Monetary Compensation and Reimbursement To Current
Franchisees







-15- 










        Current
Franchisees, in addition to the technology credit described in Paragraph 4.2(d), may
qualify to receive an additional amount of money as a credit to their Snap-on Tools
statement for each franchise operated under a separate franchise agreement based on the
weekly average paid sales (excluding paid sales applicable to second vans) achieved by the
Current Franchisee during a 52 week period ended April 12, 2006 or, if the franchise has
not been operated for 52 weeks as of April 12, 2006, the entire period during which the
franchise operated through April 12, 2006. The amount of the credit, if any, is calculated
in accordance with the schedule included in Exhibit G. To be eligible for any credit, a
Current Franchisee must submit the Current Franchisee Verification Form, substantially in
the form attached as Exhibit J. Further, the Corporate Defendants agree to use reasonable
efforts to make a number of modifications to the Snap-on Tools franchise distribution
model and business practices that are intended to enhance franchisee prospects for
success. These modifications are as follows: 



	 	(a) 	Eliminate,
forever, the provision in the current franchise agreement that                provides as
follows: If, after any fifty two (52) consecutive weeks,
               Standard Franchisee’s average weekly purchases of Products from
Snap-on                during that period, measured by suggested retail prices,
are less than                seventy percent (70%) [or any other percentage] of
the average weekly                purchases of Products by all full-time Franchisees in
the Regional Sales                Office to which Standard Franchisee is assigned
for the same period.







-16- 









        (b)         Reduce
the investment in initial inventory required for new franchisees from
          approximately $83,750 to approximately $74,000;  




        (c)         Offer
financing to qualified franchisees, as determined by Snap-on Credit LLC,           who
have been on a credit hold for 5 of the last 10 weeks prior to the date of
          final approval of this Agreement. The rates and terms of any such financing
will           be based on individual creditworthiness.;  




        Additionally,
the Corporate Defendants will take the following actions. It is acknowledged by the
Parties that Defendants make no representations that the use or implementation of the
practices set forth below will result in success for the franchisee: 



        (d)          Provide
to Current Franchisees a one-time technology credit of up to $1,200 for           each
franchise operated under a separate franchise agreement by a Current           Franchisee
for future acquired technology. To be eligible for the technology           credit, the
Current Franchisee must submit documentation as required by the           Corporate
Defendants to establish that the Current Franchisee has acquired           (through
defined Snap-on Tools purchase/lease channels) one or more items of           technology
as specified in Exhibit H. Failure to provide the documentation to           Corporate
Defendants prior to the Claim Deadline will result in forfeiture of           the
technology credit.  




-17- 










        (e)       Make
reasonably available improved initial training for new franchisees;  




        (f)       Improve
recruitment training practices for Snap-on Tools personnel responsible           for
recruitment of new franchisees in order to maintain the consistency of
          representations made by such personnel with those in the Snap-on Tools’          Offering
Circular and as may be required by state law.  




        (g)       Use
reasonable efforts to improve the process of identifying the list of calls
          toward the goal of enhancing the franchisees’ chances of success. It is
          agreed by the Parties, however, that the outcome of this process may require
          changes to existing lists of calls and the availability of open routes or
          contiguous stops.  




        The
Corporate Defendants commit to use their reasonable efforts to implement the modifications
within a reasonable time period. The Settling Parties recognize that all businesses,
including Corporate Defendants, must adapt their business model over time to respond to
new challenges posed by changes in the business environment, innovations introduced by
competitors, compliance with legal requirements, and other unforeseen requirements
necessary to remain competitive. Nothing in this Settlement Agreement shall preclude
Corporate Defendants from making modifications in their business practices over time that
they deem necessary to the successful pursuit of their business and/or to enhance
franchisee prospects for success. 




-18- 









	 	4.3 	Non-Monetary
Class Benefits To Class Members






        The
Parties recognize that the modifications to current business practices outlined in
Paragraph 4.2 are part of the benefits that will inure to Current Franchisees and future
franchisees. Current Franchisees acknowledge that nothing in this Settlement Agreement may
be construed to relieve Current Franchisees of any obligations that are a part of any
agreement with Corporate Defendants, except to the extent provided in Paragraph 4.2(a). 



	V.  	NOTICE
TO THE CLASS AND ADMINISTRATION OF THE SETTLEMENT






	 	5.1 	Corporate
Defendants Will Bear All Costs and Expenses






        The
Corporate Defendants will undertake to administer this Settlement with the assistance of
the Third Party Class Action Administrator and will bear all costs and expenses of
disseminating the Notice in accordance with the Notice Order and all costs and expenses of
administering the Settlement including but not limited to costs and expenses associated
with receiving and processing Claim Forms and issuing and mailing payments. 



	 	5.2 	Representative
Plaintiffs, Class Members, and Class Counsel Will Not Incur Costs






        Under
no circumstances will the Representative Plaintiffs, Class Members, or Class Counsel have
any liability for any of the costs or expenses set forth in Paragraph 5.1 or any other
fees, costs, expenses, or charges in connection with the administration of the Settlement. 




-19- 









	 	5.3 	Individual
NoticeUnited States First Class Mail






        Within
10 days following the entry of the Notice Order, the Corporate Defendants will provide to
all Class Members direct mail Notice of the Settlement to the last known address of each
of the Class Members substantially in the form of Exhibit C. It is agreed, subject to the
approval of the Court, that there shall be a single mailing, as set forth herein, to each
Class Member and that the Corporate Defendants shall subscribe to a National Change of
Address (“NCOA”) database service offered by the United States Postal Service to
process for the most current known address of Class Members who are Former or Current
Franchisees. There will be no re-mailing for returned or non-delivered notices, except
that the Corporate Defendants will re-mail returned notices to those Class Members when
Notices are returned with a forwarding address. Where the NCOA database indicates that the
last known address in the Corporate Defendants’ databases is invalid and cannot
provide a forwarding address, no Notice will be mailed and such individual is not a Class
Member. 



	 	5.4 	Proof
of Notice






        The
Corporate Defendants shall provide affidavits to the Court, with a copy to Class Counsel,
attesting to the measures undertaken to provide the Notice. 




-20- 









	 	5.5 	Oversight
of Notice Program by Class Counsel






        The
Corporate Defendants shall allow Class Counsel sufficient, reasonable oversight of the
Notice mailing and publication to enable Class Counsel to verify that the Notice has been
mailed as provided herein. 



	VI.  	RELEASES 






	 	6.1 	Discharge
of the Released Snap-on Group






        Upon the
Effective Date, the Representative Plaintiffs and each of the Class Members will be deemed
to have fully, finally, and forever released, relinquished, and discharged the Released
Snap-on Group from all Released Claims, demands, liabilities and causes of action of every
nature and description whatsoever, known or unknown, whether or not concealed or hidden,
asserted or that might have been asserted, arising out of, based upon , or related to the
allegations in the Pending Litigations, the initiation, prosecution, assertion,
litigation, settlement, or resolution of the Pending Litigations or Released Claims
including any derivative claims, including but not limited to claims by any Class
Members’ spouse, offspring or other immediate family member. 



        With
respect to any and all Released Claims, specifically including Unknown Claims, the
Settling Parties stipulate and agree that, upon the Effective Date, the Representative
Plaintiffs and each of the Class Members shall be deemed to have expressly waived and
relinquished, to the fullest extent permitted by law, the provisions, rights and benefits
of Sec. 1542 of the California Civil Code (to the extent applicable), which provides: 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. 




-21- 









        The
Representative Plaintiffs and each of the Class Members, upon the Effective Date, shall be
deemed to have expressly waived and relinquished any and all provisions, rights and
benefits conferred by any law of any state or territory of the United States, or principle
of common law that is similar, comparable or equivalent to Sec. 1542 of the California
Civil Code. 



	 	6.2 	Release
of the Representative Plaintiffs and theClass Members, In Particular, Discharge of Debts






        Upon
the Effective Date, each of the Corporate Defendants will be deemed to have fully,
finally, and forever released, relinquished, and discharged the Representative Plaintiffs,
Class Counsel, and all Former Franchisee Class Members, their spouses, offspring or other
immediate family members from any and all claims, demands, liabilities and causes of
action of every nature and description whatsoever, known or unknown, whether or not
concealed or hidden, asserted or that might have been asserted, arising out of, based upon
, or related to the allegations in the Pending Litigations, the initiation, prosecution,
assertion, litigation, settlement, or resolution of the Pending Litigations or Released
Claims. 




-22- 









        Without
limitation, it is understood and agreed that all debts incurred by any Former Franchisee
Class Member, including all co-signatories and guarantors, to the Corporate Defendants or
their assignees shall be forgiven, released, and forever discharged as part of the
Settlement. It is further understood and agreed that the Corporate Defendants will notify
all Credit Reporting agencies of the discharge of any debt of any Former Franchisee Class
Member within 30 days of the Effective Date of this Agreement. Nothing in this provision
or Settlement Agreement shall be construed to release (i) any Current Franchisee from its
obligations under any agreement with Corporate Defendants, except to the extent provided
in Paragraph 4.2(a), (ii) the Franchisees identified in Exhibit B, (iii) any Class Member
who “opts out” under Paragraph 12.2., or (iv) the Former Franchisees from their
post termination obligations under their franchise agreement relating to (a)
confidentiality, (b) trade secrets, or (c) the use of the Snap-on Program or trademarks. 



	VII  	PROCESS
FOR COURT APPROVAL OF SETTLEMENT






	 	7.1 	Filing






        Within
10 days after the execution of this Agreement, Class Counsel will file a Complaint and
this Agreement together with its Exhibits with the Clerk of the Court. Simultaneous with
the filing of the Complaint, Class Counsel and Defendants’ Litigation Counsel will
jointly apply by motion for Preliminary Approval of the Settlement and entry of the Notice
Order. 




-23- 









	 	7.2 	Approval
of Settlement by the Court and Class Members






        The
Settling Parties shall take all necessary steps to obtain approval of this Settlement
Agreement and, having done so, shall take all necessary steps to obtain Final judicial
approval. As part of the approval process, the Settling Parties and Counsel agree to
cooperate and use their best efforts to finalize this Settlement. Class Counsel will make
a good faith effort to communicate the reasonableness and fairness of the Settlement to
their clients and to secure their clients’ agreement to the terms of Settlement. 



        It
is Defendants’ belief that Class Counsel’s advocating approval of this
Settlement Agreement creates a conflict with those of their current clients, if any, who
elect to opt out of or object to the Settlement. Defendants’ position is based, in
part, upon the plain meaning of ABA Formal Op. 93-371. Class Counsel believes they may
have a conflict but also believes they may have an ethical obligation that is informed by
R.P.C. 5.6(b) to continue to offer their services in representing these clients, if any.
Class Counsel will, however, at the time of presenting this Settlement Agreement to their
current clients, advise their clients that Defendants believe there is a conflict of
interest and that Defendants will seek to disqualify Class Counsel from their
representation of such clients. Class Counsel will advise those clients that it may be in
their best interest to seek new counsel in the event they wish to pursue a separate claim
against Defendants. Class Counsel have no present intention of representing any persons
who are not Class Members with respect to Defendants. 




-24- 









	 	7.3 	Motion
For Preliminary Approval






        The
Motion For Preliminary Approval shall seek one or more orders, in substantially the same
form as Exhibit D, which provide, by their terms, for the following: 



            (a)          Preliminary
approval of the terms of the Agreement;  




            (b)          Provisional
certification of the Class for purposes of the Settlement;  




            (c)          Determination
and approval of the Notice advising the Class Members of the           Settlement, the
rights that will be extinguished under the Agreement, and their           rights and the
processes by which to comment on, object to, or exclude           themselves from the
Settlement, and of the Final Fairness Hearing, which is a           hearing to be held to
determine the fairness, reasonableness, and adequacy of           the Settlement;  




            (d)          Scheduling
of a Final Fairness Hearing to review comments regarding the           Settlement and to
consider the fairness, reasonableness, and adequacy of the           Settlement and the
application for an award of attorneys’ fees and           reimbursement of expenses,
and to issue a Final Order approving the Settlement           and awarding and allocating
reasonable attorneys’ fees and reasonable costs           and expenses to Class
Counsel; and  





-25- 









            (e)          Establishing
procedures and deadlines for Class Members to either request           exclusion from the
Settlement Class, object to the Settlement, or to file papers           in support of the
Settlement with the Court.  




	 	7.4 	Class
Certification






        For
settlement purposes only, the Parties agree that the Court may certify the Class. The
Parties agree to this class certification for, and only for, the purpose of effectuating
the Settlement of the Pending Litigations and is subject to the provisions of Paragraph
3.1. 



	 	7.5 	Efforts






        In
the event the Court fails to grant Preliminary Approval or fails to issue a Final Order,
the Parties and Counsel agree to work in good faith to cure any defect causing such
failure, except that under no circumstance will Defendants be required to consider curing
any defect that would increase the cost of this Settlement to Defendants. 



	 	7.6 	Final
Judgment 






        The
Parties and Counsel shall use all reasonable efforts to promptly obtain a Final Judgment
and satisfy all conditions to make this Settlement Effective pursuant to paragraph 11.1. 



	VIII  	CLAIMS
ADMINISTRATION AND CLAIM DISPUTES 






	 	8.1 	Filing
of Claims







-26- 









        Class
Members shall have 60 days from the mailing of the Notice to submit a Claim Form to the
Third Party Class Action Administrator. The receipt date of the Claim Form will be based
on the postmarked date. 



	 	8.2 	Processing
and Distribution






        Upon submission
of a properly completed Claim Form, Corporate Defendants will use their best efforts to
distribute any settlement benefits to Class Members within 120 calendar days after the
Final Judgment. In the event a Class Member does not agree with the computed amounts of
the settlement benefits, Class Member must provide a letter to the Third Party Class
Action Administrator in writing within 15 calendar days of receipt of their settlement
benefit, explaining the reasons the Class Member does not believe the benefit is correct
and providing supporting documentation. The Third Party Class Action Administrator will
process the received information within 45 days of receipt of the information from Class
Member and provide a written reply to Class Member upon completion of processing. The
Third Party Class Action Administrator will refer any unresolved disputes to Snap-on
Tools. 



	 	8.3 	Notification






        Class
Counsel agrees to notify the Chief Legal Officer of Snap-on Tools within fifteen (15)
business days of the receipt of any written communication from Class Members who dispute
whether benefits were provided or the amount of benefits received pursuant to the
Settlement. Corporate Defendants similarly agree to provide such communications within
fifteen (15) business days to Class Counsel, provided that, if Corporate Defendants, in
their discretion, resolve any such complaint in favor of the complainant within fifteen
(15) business days, then Corporate Defendants are not required to provide a report to
Class Counsel regarding that complaint. 




-27- 









	 	8.4 	Class
Counsel and Snap-on Tools Will Confer






        Class
Counsel and Snap-on Tools shall confer in good faith and use their best efforts to agree
upon the proper resolution of disputes. 



	IX  	ATTORNEYS’ FEES
AND EXPENSES 






	 	         9.1 	Submission
of Fees and Expenses by Class Counsel to                   Court (“Fee Application”)






        Class
Counsel will submit a Fee Application to the Court. The Court shall decide the Fee Award
to Class Counsel. The Fee Award shall be final, binding, and non-appealable. The Fee
Application shall be submitted to the Court at the time of seeking final approval of this
Settlement. The Fee Application will seek an amount not to exceed $13,000,000 in respect
of Class Counsel fees and will also seek reimbursement for costs and expenses reasonably
incurred by Class Counsel. Without objection, Corporate Defendants stipulate and agree to
pay the Fee Award up to $13,000,000 in respect of Class Counsel fees and whatever amount
the Court approves in documented costs and expenses. Class Counsel covenants and agrees
that Class Counsel will not accept any award of attorneys fees in excess of the amount
contained in the Fee Application nor under any circumstances will Defendants be obligated
to pay an award in excess of such amount. Should any counsel other than Class Counsel
petition for an award of attorneys’ fees, expenses or costs, resulting from the
Pending Litigations or the Settlement Agreement, Class Counsel will cooperate with the
Corporate Defendants’ Counsel in opposing any such petition. 




-28- 









	 	9.2. 	Payment
of the Fee Award and Expense Award






        No
later than five (5) business days after the last to occur of either (i) Court Approval of
the Fee Awards, or (ii) Final Judgment as defined in Section 2.16, the Corporate
Defendants, upon reasonable receipt of banking coordinates from Class Counsel, shall
transfer the total amount of the Fee Award to a joint bank account in the name of Marks
and Klein, LLP and McElroy, Deutsch, Mulvaney & Carpenter, LLP, for distribution to
Class Counsel. 



	 	9.3 	Allocation
of the Fee Award






        Class
Counsel shall have neither recourse to nor any claims of any nature whatsoever against
Defendants in the event of a disagreement relative to the allocation of the Fee Award. 



	 	9.4 	Finality
of Settlement Without Approval of Fee Application






        The
procedure for and the allowance or denial by the Court of the Fee Application are not part
of the Settlement, and are to be considered by the Court separately from the Court’s
consideration of the fairness, reasonableness, and adequacy of the Settlement, and any
order or proceedings relating to the Fee Application will not operate to terminate or
cancel this Agreement or affect or delay the finality of the Judgment approving this
Settlement. 




-29- 









	X. 	INCENTIVE
AWARDS FOR REPRESENTATIVE PLAINTIFFS AND  FOR OTHER CLASS           MEMBERS WHO ARE
REPRESENTED BY  COUNSEL AS OF APRIL 18, 2006.






	 	10.1 	Incentive
Awards for Representative Plaintiffs






        It
is understood and agreed that the time and effort expended by the Representative
Plaintiffs including but not limited to the delay incurred in resolving their claims
against the Defendants and the damages incurred to their credit histories, entitle them to
an Incentive Award. Class Counsel will submit an Incentive Award Application for an
Incentive Award to be paid by the Corporate Defendants to each Representative Plaintiff
who has not opted out of the Class. The Incentive Award shall not diminish any of the
other benefits provided to any Class Member. Class Counsel shall seek an Incentive Award
to each Representative Plaintiff who has not opted out of the Class of not more than
$50,000 with the final amount of the Incentive Award to be determined by the Court as
required by law. Defendants agree not to oppose, directly or indirectly, any Incentive
Award Application up to this amount. The Parties agree that the amount of the Incentive
Award allowed by the Court shall be final, binding, non-reviewable, and not a basis for
objecting to or withdrawing from the Settlement. 




-30- 









	 	10.2 	Incentive
Awards For Other Class Members Who Have Been Represented By Counsel On Or Before April 18,
2006 






        Exhibit
I is a list of Former Franchisees, other than the Representative Plaintiffs, who, on or
before April 18, 2006, retained attorneys to represent them in connection with disputes
concerning their franchise which attorneys have contacted Corporate Defendants on their
behalf. Corporate Defendants also recognize that many of these represented Former
Franchisees may have delayed filing Demands for Arbitration in anticipation of becoming a
Class Member. Corporate Defendants acknowledge that should this group of represented
Former Franchisees file Demands for Arbitration, the AAA fees and costs would be expensive
and the defense of the claims time consuming for the Corporate Defendants. Therefore,
Class Counsel will submit an Incentive Award Application for an Incentive Award to be paid
to each Former Franchisee designated on Exhibit I, who has not opted out of the Class, in
connection with disputes concerning their franchise. The Incentive Award shall not
diminish any of the other benefits provided to any Class Member. The amount of the
Incentive Award shall not be more than $15,000 with the final amount of the Incentive
Award to be determined by the Court as required by law. Defendants agree not to oppose,
directly or indirectly, any Incentive Award Application within the terms set forth above.
The Parties agree that the amount of the Incentive Award allowed by the Court shall be
final, binding, non-reviewable, and not a basis for objecting to or withdrawing from the
Settlement. 




-31- 









	XI  	CONDITIONS
FOR EFFECTIVE DATE 






	 	11.1 	The
Effective Date






        The
Effective Date of this Agreement is conditioned on the occurrence of all of the following
events: 



        (a)         The
Court has granted Preliminary Approval of the Settlement;  




        (b)         The
Court has entered the Notice Order;  




        (c)         The
Court has entered the Judgment;  




        (d)         The
Judgment has become Final, as defined in Paragraph 2.16.  




	XII  	OBJECTIONS
AND OPT-OUTS BY CLASS MEMBERS 






	 	12.1 	Objections






        Any
Class Member who intends to object to the fairness, reasonableness or adequacy of the
Settlement must sign and file a written Objection with the Third Party Class Action
Administrator in accordance with the Preliminary Approval Order (Exhibit D hereto) and the
Notice to Class Members (Exhibit C hereto). Class Counsel will file the original
objections with the Clerk of the Court no later than five (5) days prior to the scheduled
Final Fairness Hearing date. 




-32- 









        Class
Members making Objections must set forth their full name, current address, and telephone
number. Objecting Class Members must also state in writing all Objections and the reasons
therefore, and a statement whether the Objector intends to appear at the Final Fairness
Hearing and whether he or she is represented by separate legal counsel. Class Members who
fail to file and serve timely written objections in the manner specified above shall be
deemed to have waived any Objections and shall be permanently foreclosed from making any
Objections (whether by appeal or otherwise) to the Settlement Agreement. 



	 	12.2 	Opt
Outs






        Any
Class Members who elect to exclude themselves or “Opt out” of this Settlement
Agreement must file a written Request to Opt Out with the Third Party Class Action
Administrator in accordance with the Preliminary Approval Order (Exhibit D hereto) and the
Notice to Class Members (Exhibit C hereto). Class Counsel will file the original Requests
to Opt Out with the Clerk of the Court no later than five (5) days prior to the scheduled
Fairness Hearing date. The Request to Opt Out must be signed by the Class Member, and it
must include the Class Member’s name, address, and telephone numbers as well as the
following language: 



REQUEST TO OPT OUT 



-33- 










	 	
I
understand that I am requesting to be excluded from the Class Settlement and that by
opting out, I will receive no benefit under the Class Settlement. I further understand
that if I am excluded from the Class Settlement, I may bring a separate legal action, on
my own behalf, but I may receive nothing or less than what I would have received if I had
filed a claim for benefits under the Settlement of this case. I also understand that to
the extent I would be released under this Settlement, if I opt out, Snap-on Tools and/or
Snap-on Credit have the right to file a claim against me for such matters as debts that
may be alleged by them to be due and owing by me to either or both of them. I understand
that it is Defendants’ belief that Class Counsel’s advocating approval of this
Settlement Agreement creates a conflict with those of their current clients who elect to
opt out of or object to the Settlement, if any. I also understand Class Counsel believe
they may have a conflict but also believe they may have an ethical obligation that is
informed by R.P.C. 5.6(b) to continue to offer their services in representing these
current clients. I further understand that Defendants will seek to disqualify Class
Counsel from their representation of such clients.  







-34- 









	 	12.3 	Relinquishment
of Rights






        Class Members
who opt out of the Settlement relinquish their rights to benefits hereunder and will
neither release their claims against Defendants nor receive a release of claims from
Defendants. Class Members who fail to submit a valid and timely request for exclusion in
accordance with the Preliminary Approval Order (Exhibit D hereto) and the Notice to Class
Members (Exhibit C hereto) are bound by all terms of the Agreement and the Final Order and
Judgment, regardless of whether they have requested exclusion from the Settlement. 



	 	12.4 	Opt
Outs May Not File Objections






        Any
Class Member who submits a timely and valid request for exclusion and opt-out may not file
an Objection to the Settlement and shall be deemed to have waived any rights or benefits
under this Agreement. 



	 	12.5 	Rescission
of Exclusions and Opt-Outs






        The
Parties recognize that some Class Members who initially submit opt-out forms seeking
exclusion may, upon further reflection, wish to withdraw or rescind such opt-out
statements. The Parties agree that Class Members shall be permitted to withdraw or rescind
their opt-out statements by submitting a written “Rescission of Opt-out”
statement to the Third Party Class Action Administrator that includes their name, address,
and telephone number as well as a signed statement that they are rescinding their prior
opt-out statement and now wish to be part of the Settlement. Such written Rescission of
opt-out must be received by the Third Party Class Action Administrator no later than three
days prior to the scheduled Fairness Hearing Date. 




-35- 









	XIII  	RESCISSION
BY CORPORATE DEFENDANTS 






	 	13.1 	Corporate
Defendants’ Option To Rescind Settlement






        Corporate
Defendants shall not have the option to set aside or rescind this Agreement except as
follows: 



	 	(a) 	If
the number of opt-outs is eight percent (8%) or more of the total number of
               Class Members; 






	 	(b) 	If
the number of opt outs of Representative Plaintiffs and Former Franchisees
               who are designated by asterisk as listed on Exhibit I exceed three or
twenty,                respectively; 






	 	(c) 	If
the Court requires a material deviation from the terms of the Settlement
               Agreement; or 






	 	(d) 	If
the number of opt-outs is eight percent (8%) or more of the total number of
               Current Franchisees. 






        Corporate
Defendants may exercise the option to rescind this Settlement by filing with the Court
written notice of such election, with proof of service on Class Counsel, no later than
three days before the Fairness Hearing date set by the Court. Class Counsel has the right
to be heard by the Court in opposition to Corporate Defendants’ attempt to exercise
their option. 




-36- 









	 	13.2 	Bankruptcy
Filing by the Corporate Defendants






        The
Corporate Defendants warrant that none of them have a current intention of filing for
protection under the Bankruptcy laws of the United States and that the economic condition
of all of them are stable and that all of them are financially able to pay all sums
contemplated by this Agreement. With that understanding and representation by the
Corporate Defendants, it is agreed that if a case is commenced with respect to either
Snap-on Tools or Snap-on Credit under the United States Bankruptcy Code, or if a trustee,
receiver or conservator is appointed under any similar law, and if a final order of a
court of competent jurisdiction is entered determining that such Corporate
Defendant’s provision of benefits to Class Members pursuant to the Settlement is a
preference, voidable transfer, fraudulent transfer, or similar transaction, then the
release given and Judgment entered pursuant to this Agreement will be null and void with
respect to such Corporate Defendant. 



	XIV  	MISCELLANEOUS
PROVISIONS 






	 	14.1 	Parties’ Intent
To Consummate Settlement







-37- 









        The
Parties and Counsel acknowledge that it is their intent to consummate this Settlement as
expeditiously as possible. They agree to cooperate to the extent reasonably necessary to
effectuate and implement this Agreement. 



	 	14.2 	Final
and Complete Resolution






        The
Parties intend this Agreement to be a final and complete resolution of all disputes
between them with respect to the Pending Litigations. This Agreement compromises claims
that are contested and will not be deemed an admission by any Settling Party as to the
merits of any claim, defense or to whether the class could be properly certified. The
Parties and Counsel agree that the consideration provided to the Class Members and the
other terms of the Agreement were negotiated in good faith by the Parties and Counsel, and
reflect a Settlement that was reached voluntarily after consultation with competent legal
counsel. 



	 	14.3 	No
Admission of Fault or Liability






        Neither
this Agreement nor the Settlement, nor any act performed or document executed pursuant to
or in furtherance of this Agreement or the Settlement is or may be deemed to be or may be
used as an admission of, or evidence of, the validity of any Released Claims, or of any
wrongdoing or liability of the Parties; or is or may be deemed to be or may be used as an
admission of, or evidence of, any fault, omission, wrongdoing or liability of the Parties
in any civil, criminal, or administrative proceeding in any court, administrative agency
or other tribunal. Defendants may file this Agreement and/or the Judgment in any action
that may be brought against them in order to support any defense or counterclaim,
including without limitation those based upon principles of res judicata,
collateral estoppel, release, good-faith settlement, judgment bar or reduction, or any
other theory of claim preclusion or issue preclusion or similar defense or counterclaim. 




-38- 









	 	14.4 	Confidentiality 







        All
agreements made and orders entered during the course of the Pending Litigations relating
to the confidentiality of information will survive this Agreement. In addition, Class
Counsel will not distribute or contribute to any communication that refers to Corporate
Defendants for the purpose of marketing their services and will not issue any press
releases or make any other public statement through any media, including the internet that
reflects negatively upon or disparages any Parties to this Agreement. Defendants intend to
fully exercise all remedies available to Defendants as the result of any breach of this
Paragraph. 



	 	14.5 	Exhibits
Are Material






        All
of the Exhibits to this Agreement are material and integral parts hereof and are fully
incorporated herein by this reference. 



	 	14.6 	Writing
Required For Modification







-39- 









        This
Agreement may be amended or modified only by a written instrument signed by Corporate
Defendants and by or on behalf of the Parties. 



	 	14.7 	Entire
Agreement






        This
Agreement and the Exhibits attached hereto constitute the entire Agreement among the
Parties and no representations, warranties, or inducements have been made to any Party
concerning this Agreement or its Exhibits other than the representations, warranties and
covenants covered and memorialized herein. 



	 	14.8 	Class
Counsel Authorized To Take All Actions






        Class Counsel,
on behalf of the Class, are expressly authorized by the Representative Plaintiffs to take
all appropriate action required or permitted to be taken pursuant to this Agreement to
effectuate its terms, and are expressly authorized to enter into any modifications or
amendments to this Agreement that Class Counsel deems appropriate. 



	 	14.9 	Authority
of All Persons Executing the Agreement






        Each
counsel or other person executing this Agreement or any of its Exhibits hereby warrants
that such person has the full authority to do so. 



	 	14.10 	Counterparts






        This
Agreement may be executed in one or more counterparts. All executed counterparts and each
of them will be deemed to be one and the same instruments. A complete set of original
counterparts will be filed with the Court. 




-40-  









	 	14.11 	Successors
and Assigns






        This
Agreement will be binding upon, and inure to the benefit of, the successors and assigns of
the Settling Parties. 



	 	14.12 	Court
Will Retain Jurisdiction






        The
Court will retain jurisdiction with respect to implementation and enforcement of all of
the terms of this Agreement, and all Parties hereto submit to the jurisdiction of the
Court for purposes of implementing and enforcing the Settlement. 



	 	14.13 	Language
Not To Be Construed Against Any PartyAs the Drafter 






        None
of the Settling Parties, or their respective Counsel, will be deemed the drafter of this
Agreement or its Exhibits for purposes of construing the provisions thereof. The language
in all parts of this Agreement and its Exhibits will be interpreted according to its fair
meaning, and will not be interpreted for or against any of the Settling Parties as the
drafter thereof. 



	 	14.14 	Choice
of Law and Forum






        This
Agreement and the Exhibits hereto will be construed and enforced in accordance with, and
governed by, the internal, substantive laws of the State of New Jersey without giving
effect to that State’s choice-of-law provisions. The Fee Application and Allocation
shall be determined in accordance with federal law as interpreted and applied by the
United States Court of Appeals, Third Circuit and the United States Supreme Court. 




-41- 









	 	14.15 	Decisions
in Lankart and the Florida Action Not Binding After Approval of Settlement by the
CorporateDefendants 






        It
is understood that various motions and decisions are currently before the courts and
arbitrators in some of the Pending Litigations.  Therefore, it is agreed by the
Parties that any decisions rendered in the Lankart Arbitration will not disqualify
Mr. Lankart as a Representative Plaintiff or as a Class Member. The parties, after
execution of the Agreement by Corporate Defendants, will notify the AAA and Florida Second
District Court of Appeals that the matter has resolved in principle and all Pending
Litigation should be stayed pending a Final Judgment as defined in Section 2.16 of this
Settlement Agreement. 



	 	14.16 	Claimant’s
Tax Obligations






        It
is understood that any payments to Claimants calculated pursuant to this Settlement
Agreement is the gross total due and that no State, Federal or local withholding of taxes
will be made. To the extent that form 1099s are required to be issued as a result of this
settlement, Corporate Defendants, LECG, LLC or any entity associated with the
administration of the Settlement Agreement will issue Claimants 1099s. Each Claimant
agrees to indemnify and hold Corporate Defendants harmless for any amounts that may be
assessed, levied, or otherwise charged against the Corporate Defendants by any taxing or
governmental authority on account of any obligation such Claimants may have for State,
Federal or local income taxes pursuant to this Agreement, or on account of the failure of
the Corporate Defendant to withhold any taxes or make any contributions or other
deductions with respect to such Claimant as a result of the settlement. 




-42- 









        WE
HEREBY AGREE TO THE TERMS, CONDITIONS, AND PROVISIONS OF THIS AGREEMENT. 



	Corporate Defendants:	The Representative Plaintiffs
	
Snap-on Incorporated
	
By:  /s/ Jack D. Michaels	By: /s/ Gerald Marks
	         Jack D. Michaels	         Marks & Klein, LLP
	         Chairman, President and Chief
	         Executive Officer
	
Snap-on Tools Company LLC
	
 	By: /s/ Edward B. Deutsch
		         McElroy, Deutsch, Mulvaney and
	By: /s/ Alan T. Biland	         Carpenter, LLP
	         Alan T. Biland
	         President
	
Snap-on Credit LLC	_____________________________
		Aaron Reeves
	
By: /s/ Joseph Burger
	         Joseph Burger	_____________________________
	         General Manager	Anthony Hobby








-43- 











	Counsel for Corporate Defendants	 
	
By: /s/ Susan F. Marrinan	_____________________________
	       Susan F. Marrinan	Paul Vladyka
	       Vice President, Secretary and
	       Chief Legal Officer
	
By: /s/ Lewis H. Goldfarb	_____________________________
	         Lewis H. Goldfarb	Dwight Lankart
	         Associates, LLC
	         Settlement Counsel
		_____________________________
		Richard Fortuna
	
 	_____________________________
		Ronald DeSantis
	
 	_____________________________
		Shawn Dickmyer
	
 	_____________________________
		Scott Factor
	
 	_____________________________
		William Bradley Freeman
	
 	_____________________________
		Scott Ingenito
	
 	_____________________________
		Matt Setser








-44- 













EXHIBIT A  



CLAIM FORM  



TO FORMER
FRANCHISEES: To make a claim in the above case, please select either
Option A or Option B, and complete and return the appropriate form
along with the required documentation no later than ____________, 2006. 



If you select Option A,
please fill out and return the attached post card. No further documentation
is required. The choice of this Option will qualify you to receive a check for $1,000. 



If you select Option
B, please request the Option B Questionnaire from the
Snap-on Settlement Claim Administrator. The choice of this Option, along with
the furnishing of all required documentation, will qualify you to receive a check in an
amount not to exceed $20,000. The calculation of the amount you may qualify for is
based primarily on a formula set forth in Exhibit F. 



TO CURRENT FRANCHISEES:
To make a claim in the above case, please complete and return the attached Current
Franchisee Verification form, Exhibit J, no later than ______________, 2006. This
form requires that you verify that you are a Snap-on franchisee, the date your franchise
began and your weekly paid sales average for the 52 week period ending April 12, 2006.
Current franchisees may qualify for a technology credit of up to $1,200 and a credit to
their account of up to $8,000, the latter depending on their weekly paid sales average for
the 52 week period ending April 12, 2006. See Exhibit G for the formula to be
applied to calculate the amount of the credit and Exhibit H for a description
of the items eligible for the technology credit. 



Return Claim Form to the following
address. 



	 	
Snap-on
Settlement Claim Administrator 
LECG, LLC
P.O. Box _______________
_____________________________  






Under Penalty of Perjury,
the undersigned claimant swears that all information and documentation submitted
in support of any Claim is true.  



Signed:
___________________________________  



   Dated:  ___________________________________ 



Attachments: Exhibits F,
G, H, J and Option A Postcard 










EXHIBIT B  



Excluded Franchisees  



	 	
Williams,
Scott                          
Haskins, Christopher                 
Stedman, Thomas
                         
Guntrum Andrew                 
Gray, Cy
                         
Townson, Keith                 
Smith, Sean
                         
Newman, Rocky 












EXHIBIT C  



NOTICE OF PENDENCY OF
CLASS ACTION AND PROPOSED SETTLEMENT  



THIS IS A LEGAL
NOTICE. YOUR LEGAL RIGHTS ARE AFFECTED WHETHER YOU ACT OR DON’T ACT. PLEASE READ IT
  CAREFULLY.  



A Settlement has been reached which
resolves a class action lawsuit involving Snap-on Tools Company LLC (“Snap-on
Tools”), Snap-on Credit LLC (“Snap-on Credit), and Snap-on Incorporated,
(“Incorporated”). Snap-on Tools, Snap-on Credit, and Snap-on Incorporated are
collectively referred to herein as “Snap-on”. Snap-on has denied any wrongdoing,
but has agreed to the Settlement described below. By resolving this litigation, the
Settlement enables Snap-on to concentrate its time and resources on the execution of its
forward-focused strategies and business plans for profitable growth. This Notice
summarizes the terms of the Settlement, and tells you how to protect your rights and
participate in the Settlement. The entire Settlement Agreement is available for review at
the Office of the Clerk of the Court, United States District Court for the District of New
Jersey, M.L. King, Jr. Federal Building & U.S. Courthouse, 50 Walnut Street, Newark,
New Jersey 07102. 



1. The Litigation 



On May 16, 2006, a lawsuit entitled
DeSantis et al. v. Snap-on Tools Company, LLC; Snap-on Credit, LLC; and Snap-on
Incorporated, Case No. ___________ was filed in the United States District Court for
the District of New Jersey (the “Court”) as a class action, alleging that
Snap-on engaged in unfair and deceptive business practices (the “Litigation”).
Snap-on denies any wrongdoing whatsoever and assert that their practices and policies
throughout the relevant period were designed and intended to promote the success of its
franchisees, an objective essential to its own ability to succeed and thrive in the
marketplace. 



The Court did not decide in favor of
Snap-on or the plaintiffs. Instead, both sides agreed to a Settlement. By resolving this
issue now, the Settlement enables Snap-on to concentrate its time and resources on the
execution of its forward-focused strategies and business plans for profitable growth. 



2. Class Actions 



In a class action, one or more
persons or businesses called Class Representatives sue on behalf of those with similar
claims. All of these people and businesses together are called a Class or Class Members.
One court resolves the issues for all Class Members, except for those who previously ask
to be excluded (opt-out) from the Class. The Class Members are the people described in
section 3 below. 



3. Class Members 



For purposes of the Settlement, the
Court has preliminarily certified the Class as all individuals or entities in the United
States who, from January 1, 1998 through April 18, 2006, operated a Snap-on 



	 	• 	franchise,




	 	•  	independent
dealership, or





	 	•  	conversion
franchise.














4. Exceptions to the
Class 



The following persons are excluded
from the Class: 



	 	•  	Snap-on
trial franchisees,





	 	•  	employees
or independent contractors of Class members,





	 	•	persons
who have asserted a claim against Snap-on and were represented by counsel which resulted
in a signed settlement agreement, judgment or arbitration award, 





	 	•	franchisees
not represented by counsel against whom an arbitration award or a default judgment was
entered in favor of Snap-on, and 




	 	•  	certain
franchisees identified in the Settlement Agreement.






5. Claim Forms 



If you are a Class member and
Former Franchisee, to make a claim for compensation under Option A of
the Settlement Agreement you must complete the attached Claim Form, and send it along with
any additional information required by the form by regular or express mail to the address
listed on the Claim Form. If you elect Option A and properly complete the Claim Form you
will receive a check for $1,000. To make a claim under Option B of the Settlement
Agreement you must request an Option B Claim Form from the Class Action Settlement Claims
Administrator at the address listed in this Notice. Whether you choose Option A or
Option B, the completed Claim Form must be received by _________________________.
 If you elect Option B you will be eligible to
receive an amount not to exceed $20,000. 



If you are a Class member and
Current Franchisee, to make a claim in the above case, you must complete the attached
Claim Form, and send it, along with any additional information required by the Form, by
regular or express mail to the address listed on the Claim Form. The Claim Form must be
received by _________________. If the Court approves the Settlement and the judgment is
not appealed, you will receive the compensation provided for in this Settlement within 90
days of expiration of any time for appeal. 



6. Settlement Benefits 



To settle the allegations in the
Litigation, Snap-on has agreed to provide Class members with the benefits described below.
For a detailed explanation of the Settlement Benefits you should obtain the Settlement
Agreement in the manner described herein. 



Current franchisees who are Class
members will receive from Snap-on Tools a credit to the accounts of such franchisees in an
amount up to $9,200. Snap-on Tools will also make several changes in its business
practices intended to benefit current and future franchisees and to enhance franchisee
prospects for success. 



Former franchisees who are Class
members, will receive monetary compensation from Snap-on Tools according to a formula set
forth in the Settlement. If you select benefits under Option A you will receive a check
for $1,000. If you qualify for benefits under Option B you may receive an amount not to
exceed $20,000. Snap-on Tools and/or Snap-on Credit will also forgive certain debt
outstanding at the time of the former franchisees’ termination whether you choose
Option A or Option B. 



7. Forfeiture of Rights 



If the Court approves the Settlement,
it will enter a judgment dismissing the Litigation with prejudice as to all Class members
and releasing all claims they may have against Snap-on, including their affiliates and
personnel, arising from the practices alleged in the Litigation. (A complete description
of these released claims is set forth in the parties’ Settlement Agreement. This
means that Class members will be barred from bringing their own lawsuits for recovery on
any such claims. 












8. Attorney’s Fees 



Plaintiffs’ counsel in this and
related cases in other states have pursued these matters on an entirely contingent basis,
and have not received any compensation for their services or any reimbursement of their
out-of-pocket expenses from the inception of the Litigation. Plaintiffs’ counsel
commenced work on this Litigation in May, 2003 and has worked several thousands of hours
to help effectuate this Settlement. As part of the Settlement, Plaintiffs’ counsel
will apply for attorneys’ fees in an amount not to exceed $13,000,000 and
reimbursement of their costs and expenses. In addition, Plaintiffs’ counsel will ask
the Court to award a $50,000 incentive payment to each of the Class representatives, or
named plaintiffs, in recognition of the time, effort, and risks they undertook in pursuing
the lawsuit, and in obtaining the benefits conferred on the Class by the Settlement. 



Any award of attorneys’ fees and
expenses or incentive awards to the named plaintiffs will not reduce the value of benefits
provided to the Class under the Settlement, and will be paid separately by Snap-on. Under
no circumstances will you be required to pay any attorneys’ fee or costs as a
consequence of your decision to participate in the Settlement. 



9. Exclusions from the
Class 



If you meet the Class definition but
choose to exclude yourself from the class and do not want to be barred from bringing your
own lawsuit on such claims, you must validly and timely request exclusion from the class,
as set forth below. 



You do not have to take part in the
Settlement or be a Class member. This is called “excluding” yourself or
“opting-out”. To exclude yourself, you must send a signed Request for Exclusion
to the Snap-on Settlement Claims Administrator, LECG, P.O. Box ______________________ so
that it is received on or before  __________. If you submit a valid and timely Request for
Exclusion, you will not participate in the Settlement. You will not be bound by the
judgment dismissing the Litigation with prejudice, and your claims will not be released
nor will Snap-on claims against you be released. If you exclude yourself, you cannot get
any benefits from the Settlement and you cannot tell the Court you don’t like the
Settlement (which is called “objecting”). If you request to opt-out you must
sign the following statement: 



	 	
I
understand that I am requesting to be excluded from the Class Settlement and that by
opting out, I will receive no benefit under the Class Settlement. I further understand
that if I am excluded from the Class Settlement, I may bring a separate legal action, on
my own behalf, but I may receive nothing or less than what I would have received if I had
filed a claim for benefits under the Settlement of this case. I also understand that to
the extent I would be released under this Settlement, if I opt out, Snap-on Tools and/or
Snap-on Credit have the right to file a claim against me for such matters as debts that
may be alleged by them to be due and owing by me to either or both of them. I understand
that it is Defendants’ belief that Class Counsel’s advocating approval of this
Settlement Agreement creates a conflict with those of their current clients who elect to
opt out of or object to the Settlement, if any. I also understand Class Counsel believe
they may have a conflict but also believe they may have an ethical obligation that is
informed by R.P.C. 5.6(b) to continue to offer their services in representing these
current clients. I further understand that Defendants will seek to disqualify Class
Counsel from their representation of such clients. 















10. Objecting 



If you are a Class member and do not
exclude yourself, you can tell the Court you don’t like the Settlement or some part
of it. This is called objecting to the Settlement and the Court will consider your views.
To do so, you must file your objection with the Court and send copies by regular or
express mail to the Snap-on Class Action Settlement Claims Administrator, LECG, at
 _______________________________________ so that it is received on or before  __________.
Your written objection must include (1) your name, address, and telephone number; (2) a
statement of your views regarding the settlement; (3) any supporting documentation you
wish to submit; and (4) a reference to this Litigation. If you wish to appear and present
your objection orally at the Fairness Hearing, your written objection must contain a
notice that you intend to appear and be heard, a statement of the positions you intend to
present at the hearing and any supporting arguments. You may, but need not, appear in the
Litigation through your own counsel. If you do so, you will be responsible for your own
attorneys’ fees and expenses. You may also comment in support of the Settlement by
following the same procedure set forth above. 



11. Fairness Hearing 



A hearing will be held on
 ___________ before the Honorable  __________ of the United States District Court for the
District of New Jersey. The purpose of the hearing will be to determine (a) whether the
proposed settlement should be approved as fair, reasonable and adequate; (b) whether the
application by Plaintiffs’ counsel for an award of attorneys’ fees and expenses
should be granted; and (c) whether the Litigation and Class members’ claims should be
dismissed with prejudice pursuant to the Settlement. The Court, in the exercise of its
discretion, may defer consideration of the application of Plaintiffs’ Counsel for an
award of attorneys’ fees and expenses until the conclusion of the period for Class
Members to file claims. The Court may decide to adjourn or continue the Fairness Hearing
without further notice to the Class. You may attend the hearing if you wish, but are
not required to do so to participate in the Settlement. 



12. Tax Considerations 



All Class Members are urged to
consult with their tax advisors to determine the particular tax consequences to them
(including the application and effect of federal, state, and local income and other tax
laws) of the Settlement. Nothing contained in this Notice or the Settlement Agreement
shall constitute the provision of any tax advice and neither the representative Plaintiffs
(the Defendants) nor Counsel are providing or making, and shall not be deemed to have
provided any advice or made any representations as to any tax consequences with respect to
any Class Member. 



13. Additional Details 



You can get more information about
this Settlement by contacting the Snap-on Settlement Claim Administrator, LECG at the
address set forth above or at the following telephone number  _________________. Complete
copies of the Settlement Agreement and all other pleadings and papers filed in the
Litigation are available to you for inspection and copying, during regular business hours,
at the Office of the Clerk of the Court, United States District Court for the District of
New Jersey,  _______________________________. Please do not contact the Court regarding
this Notice. 



Dated: ___________________,
2006 



By Order of the United States
District Court for the District of New Jersey. 










EXHIBIT D  



Notice Order  



McELROY, DEUTSCH, MULVANEY & CARPENTER,
LLP 
1300 Mt. Kemble Avenue 
P.O. Box 2075 
Morristown, New Jersey 07962-2075 

(973)
         993-8100

Ronald J. Riccio, Esq. 
Donna duBeth Gardiner, Esq.  



MARKS & KLEIN, LLP 
63
Riverside Avenue 
Red Bank NJ 07701 
(732) 747-7100 
Gerald A. Marks, Esq. 
Justin Klein,
Esq.  

Attorneys for Plaintiffs  



IN THE UNITED STATES
DISTRICT COURT 
FOR THE DISTRICT OF
NEW JERSEY 


 



	
	
	RONALD DESANTIS, MATT SETSER, SHAWN DICKMYER, WILLIAM	 
	BRADLEY FREEMAN, SCOTT FACTOR,SCOTT INGENITO, AARON	Civil Action
	REEVES, ANTHONY HOBBY, DWIGHT LANKART, RICHARD
	FORTUNA,and PAUL VLADYKA,
		Civil Action No.                          
	On behalf of themselves and 
	others similarly situated,
		ORDER GRANTING PRELIMINARY
	                           Plaintiffs,	APPROVAL OF SETTLEMENT
		AND PROVIDING CLASS NOTICE
	vs
	
SNAP-ON TOOLS COMPANY, LLC, 
SNAP-ON CREDIT LLC, and
	SNAP-ON INCORPORATED,
	
                           Defendants
	
	


















        WHEREAS,
on May ____, 2006, the Class Representative plaintiffs, Ronald DeSantis, Matt Setser,
Shawn Dickmyer, William Bradley Freeman, Scott Factor, Scott Ingenito Aaron Reeves,
Anthony Hobby, Dwight Lankart, Richard Fortuna and Paul Vladyka, (collectively
“Plaintiffs”), on behalf of themselves and others similarly situated, filed a
Class Action Complaint against defendants Snap-On Tools Company, LLC, Snap-On Credit LLC,
and Snap-on Incorporated (collectively “Defendants”); 



        WHEREAS,
on May ___________, Plaintiffs entered into a settlement agreement (the “Settlement
Agreement”) with Defendants providing for settlement of the class action claims
asserted in Plaintiffs’ Complaint. The Settlement Agreement and Exhibits thereto is
attached hereto as Exhibit A; 



        WHEREAS,
Plaintiffs have moved for, and Defendants have not objected to, entry of this Preliminary
Approval of Settlement Order, inter alia, (i) certifying a class for settlement
purposes only and approving Plaintiffs’ definition of the Settlement Class; (ii)
approving the Settlement as fair, reasonable, and adequate; (iii) establishing a procedure
for Notice to Class Members and filing objections to the Settlement; (iv) establishing a
procedure for opt-outs; and (v) scheduling a hearing for final approval of the Settlement
Agreement; 












        NOW,
THEREFORE, after due consideration and upon a showing of good and sufficient cause for
the entry of this Order 



        IT
IS, ON THIS _____ day of ___________, 2006, ORDERED: 




        1.                 This
Order incorporates by reference the definitions contained in the Settlement
          Agreement.  




        2.                 The
Court hereby certifies, for the purposes of settlement only, pursuant to
          Fed.R.Civ.P. 23(a) and 23(b)(3), the definition of the class that is contained
          in the Settlement Agreement which definition is incorporated herein by
reference           and made a part hereof.  




        3.                 The
Court finds that the Settlement Agreement is preliminarily approved as fair,
          reasonable and adequate.  




        4.                 A
hearing (the “Fairness Hearing”) shall be held before this Court on
          ______________, 2006, at _________, to determine, inter alia, whether
          (i) the proposed Class should be finally certified for settlement purposes;
(ii)           the Settlement Agreement is fair, reasonable, and adequate and should be
          approved by the Court; (iii) a Final Judgment should be entered approving the
          Settlement Agreement in all respects; and (iv) to approve the request of Class
          Counsel for the payment of and allocation among Class Counsel of attorneys fees
          and reimbursement of expenses.  













        5.                 The
Defendants shall cause the Notice, attached to the Settlement Agreement as Exhibit C,
to be provided in accordance with the Settlement Agreement.  




        6.                 Any
interested person permitted by the Court may appear at the Fairness Hearing           to
show cause why the Settlement Agreement should or should not be approved as
          fair, reasonable, and adequate; provided, however, that the Court shall not
          permit any person to be heard or entitled to contest the approval of the terms
          and conditions of the Settlement Agreement, unless that person has complied
with           the applicable provisions of the Settlement Agreement and has (i) served
written           objections and copies of any supporting papers and briefs so that they
are           received no later than ___________, 2006, upon counsel below:  




	 	
McELROY,
DEUTSCH, MULVANEY & CARPENTER, LLP 
1300 Mt. Kemble Avenue 
P.O. Box 2075  
Morristown,
New Jersey 07962-2075 
(973)                      993-8100 
Edward B. Deutsch, Esq. 
Ronald
J. Riccio, Esq. 
Donna duBeth Gardiner,                     Esq.  






	 	
MARKS
& KLEIN, LLP  
63 Riverside Avenue 
Red Bank NJ 07701 
(732) 747-7100 
Gerald A.
Marks, Esq. 
Justin Klein, Esq.  















	 	
Lew
Goldfarb Associates, LLC 
875 Third Avenue, Suite 2710
New York, New York 10022
Attorneys
for Defendants  






	 	
Snap-on
Incorporated          
2801 - 80th Street          
Kenosha, Wisconsin  53143
         
(262) 656-5550          
Susan F. Marrinan          
Chief Legal Officer 






and (ii) has filed said objections,
papers, and briefs, showing proof of service upon said counsel with the Clerk of the
United States District Court for the District of New Jersey, on or before the same date.
Any Class Member who does not submit an objection in the manner provided above shall be
deemed to have waived any objection to the Settlement Agreement and shall forever be
foreclosed from making any objection to class certification, to the fairness, adequacy or
reasonableness of the Settlement, and to any attorneys’ fees and reimbursements,
including the allocation thereof, that is approved by the Court. 



        7.                 All
memoranda, affidavits, declarations and other evidence to be submitted in
          support of the request for final approval of the Settlement Agreement and Class
          Counsel’s request for final approval of attorneys’ fees, costs and
          reimbursement of expenses, including the allocation thereof, shall be filed on
          or before _____________________, 2006.  













        8.                 The
Court expressly reserves the right to adjourn the Fairness Hearing from time           to
time without further notice, other than to counsel of record, and to approve
          the Settlement Agreement and request for approval of attorneys’ fees and
          expenses, including the allocation thereof, at or after the originally
scheduled           Fairness Hearing.  




        9.                 This
Order shall not be construed or deemed to be a finding by this Court or
          evidence of a presumption, implication, concession, or admission by Defendants
          concerning (i) any liability, fault, or wrongdoing by Defendants; or (ii) the
          appropriateness of class certification for any purposes other than settlement.
          If the Settlement Agreement is not approved or consummated for any reason
          whatsoever, the Settlement Agreement and all proceedings had in connection
          therewith shall be without prejudice to the status quo ante rights of
the           Parties to this Litigation. In that event, this Order shall be vacated, the
          class certification shall be dissolved ab initio, and all of the status
quo ante rights of the Parties shall be restored including, but           not limited
to, Defendants’ rights to oppose certification of a class           and/or the
merits of Plaintiffs’ claims on any grounds, legal or equitable.  













	 	
SO
ORDERED








	 	
____________________________

U.S.D.J.  













EXHIBIT E  



OPTION B — QUESTIONAIRE  



Please provide the following
information regarding your experience as a Snap-on Tools franchisee: 



	 	1. 	Indicate
the Dealer number for which the questionnaire is completed. 






	 	2. 	On
what dates did your franchise begin and end? 






	 	3. 	What
amount, if any, were you billed or told you owed to Snap-on Tools and/or
               Snap-on Credit after your termination? 






	 	4. 	Did
you turn in your entire inventory at the time of check in? If not, what was
               the value, at Dealer Cost, of the inventory you retained? 






	 	5. 	Did
you sell any Snap-on products after the termination of your franchise?
               Describe type of product and the amount 






	 	6. 	Did
you sign a release of claims against Snap-on Tools? 






	 	7. 	What
were your average weekly paid sales during the last two years of your
               franchise? Please provide a copy of your Federal Income Tax Returns for
the                final two years of your franchise(s). 






	 	8. 	Were
you ever an employee of Snap-on Tools at any time before or after your
               franchise terminated? If so, what were your dates of employment? 






	 	9. 	Was
your franchise(s) terminated involuntarily? 






	 	10. 	What
were the reasons for the termination of your franchise? 






	 	11. 	To
the extent available, provide evidence of your termination if it occurred
               after January 1, 2006 and prior to April 18, 2006. 






	 	12. 	Indicate
whether you fully remitted all monies collected from customers for                debts
owed to Corporate Defendants. 






Corporate Defendants reserve the
right to request documentary corroboration for responses requested on this claim form. 



Under Penalty of Perjury,
the undersigned claimant swears that all information and documentation submitted
in support of any Claim is true.  












Signed: ___________________________________  



   Dated: ___________________________________ 










EXHIBIT F  



Settlement Payout
Formula for Former Franchisees selecting Option B 




For Former Franchisees selecting
Option B, the Franchisee will be required to complete the Option B questionnaire,
detailing certain information and the payout will be calculated as follows: 



ADD OR SUBTRACT EACH OF
THE FOLLOWING COMPONENTS IN THE FOLLOWING ORDER: 



1)           Add Paid Sales
Component:  



	 	
$8,000
if Franchisee Weekly Paid Sales Average during final 24 months was less 
    than or equal to
$3,000 (if Franchisee for less than 24 months, the 
    calculation is adjusted to be the
total Paid Sales divided by the total Weeks 
    Worked)  






	 	
$6,000
if Franchisee Weekly Paid Sales Average during final 24 months 
    was greater than $3,000
but less than or equal to $5,000  






	 	
$4,000
if Franchisee Weekly Paid Sales Average during final 24 months was 
    greater than $5,000
but less than or equal to $6,500  






	 	
$0
       if Franchisee Weekly Paid Sales Average during final 24 months was  
    greater than
$6,500 






2)           Add Years of Service
Component:  



	 	
$12,000
 if Franchisee for period less than or equal to 2 years 






	 	
$
10,000 if Franchisee for period greater than 2 years but less than or equal
                        
    to 5 years 






	 	
$
 8,000  if Franchisee for period greater than 5 years but less than or equal
                        
    to 10 years 






	 	
$
 4,000  if Franchisee for period over 10 years 















3)           Reduce by Employment
Component:  



	 	
If
Franchisee is currently employed by Snap-on, apply a 90% reduction in all Component
payments.  






	 	
If
Franchisee terminated and became an employee, but is no longer an employee, apply a 50%
reduction in all Component payments.  






4)           Reduce by the
uncollected amount (before debt forgiveness under this Agreement)           owed to
Snap-on Tools and Snap-on Credit together (the “Former Franchisee           Loss
Component”)  



	 	
If
Former Franchisee Loss less than or equal to $5,000, no reduction.  






	 	
If
Former Franchisee Loss greater than $5,000 but less than or equal to $30,000, apply a 20%
reduction in all Component payments. 






	 	
If
Former Franchisee Loss greater than $30,000 but less than or equal to $50,000, apply a 40%
reduction in all Component payments. 






	 	
If
Former Franchisee Loss greater than $50,000 but less than or equal to $90,000, apply a 60%
reduction in all Component payments. 






	 	
If
Former Franchisee Loss was over $90,000, apply a 95% reduction in all Component payments.  






5)           Reduce by Release
Agreement Component:  



	 	
If
Former Franchisee signed a release, apply a 60% reduction to the aggregate amount
calculated from Items 1 through 4. 






Example 



Franchisee terminated the franchise
after 3 years with a Weekly Paid Sales Average of $3,500 and a Former Franchisee Loss of
$10,000. Franchisee also signed a Release Agreement. Franchisee was never an employee of
Snap-on. 



$6,000 (Paid Sales Component) +
$10,000 (Years of Service Component) = $16,000 less 20% (Former Franchisee Loss Component)
= $12,800 less 60% (Release Agreement Component) = $5,120 Final Payment. 











EXHIBIT G 



Settlement Payout
Formula for Current Franchisees 





The following amount will be
processed as a statement credit for each franchise operated under a separate Franchise
Agreement based on the weekly average paid sales (excluding paid sales applicable to a
second van) for a 52 week period ended April 12, 2006 or if the franchise has not been
operated for 52 weeks as of April 12, 2006, the entire period of operation through April
12, 2006, the calculation is adjusted to be the total Paid Sales divided by the total
Weeks Worked: 



	 	
$8,000
if Current Franchisee’s Weekly Paid Sales Average was less than $3,000  






	 	
$6,000
if Current Franchisee's Weekly Paid Sales Average was greater than
    $3,000 but less than
                  $5,000 






	 	
$4,000
if Current Franchisee Weekly Paid Sales Average was greater than $5,000 
    but less than
                  $6,500 






	 	
$0
       if Current Franchisee’s Weekly Paid Sales Average was greater than 
    $6,500 














EXHIBIT H  
Technology
Credit  






	Product
	Equipment or Software
	Price
	Snap-on Purchase/Lease

Channels
	Notes

	
Computer	Dell 610 Laptop Computer	$1,800	www.dell.com/snapon	 
	Software	Intuit QuickBooks Pro Version, 2006	   $300	Local retailer or web sites
	
Power	600 watt true sign wave/AC inverter	   $550	Lynch Display Vehicles
	
Accessory	Topaz SigLite SL electronic	     $55	Snap-on Credit	This price goes up to
		signature pad			$150 per pad after the
					initial launch quantity
					of 4,000 this year.
	
Printer	Laser Printer, HP 1020	   $179	Local retailer or web sites
	
Wireless  	Wireless Data Service Plan (up to 2 	$60/mo	Local retailer or web sites	
	Network	years) with Verizon, Cingular or
		Sprint
	
Accessory	External Antenna for Wireless	     $60	Through wireless provider
		Service















EXHIBIT I  
Former Franchisees
Represented By Counsel On Or Before April 18, 2006 






	1.	Acevedo, Steven*	49.	Jones, Randy*
	2.	Attardi, Gino H*	50.	Ketcheside, Justin D*
	3.	Bagarella, Robert C*	51.	Kretchmer, Frederick M “Mickey”*
	4.	Baker, Kevin*	52.	Kuhn, Hebert*
	5.	Barnes, Michael	53.	Lagnese, Anthony*
	6.	Barnes, Tim	54.	Larocca, Michael*
	7.	Barrett, Robert S*	55.	Leto, Gary J*
	8.	Barrios, Bernard*	56.	Leuis, Michael*
	9.	Bell, Alan J*	57.	Ligato, Joseph*
	10.	Blank, Richard*	58.	Lightsey, Lloyd*
	11.	Bly, Oran M*	59.	Lockett, Kevin D*
	12.	Boswell, Gary D	60.	Littlejohn, Perry
	13.	Canaveral Luis	61.	MacMurdo, David L*
	14.	Canetti, Darin*	62.	Markey Jr., Phillip*
	15.	Catrini, Richard J*	63.	Markwood III, Paul W
	16.	Cerezola, Larry*	64.	Marron, Michael*
	17.	Coccaro, Nicholas J*	65.	Masui, Tucker M*
	18.	Cockcroft, Robert M*	66.	McCoy, Patrick L*
	19.	Cox Thomas L*	67.	Mihalik, Andrew*
	20.	Crist, John*	68.	More, Gary*
	21.	Cusack, Corey B*	69.	Nieven, Robert R*
	22.	Dahn, Brian*	70.	Ortiz, Ismael*
	23.	Defendini, Felix L*	71.	Ott, Kevin*
	24.	Einecker, Gregory S*	72.	Paulsen, Bryant A*
	25.	Fain, James M*	73.	Pessolano Jr., James*
	26.	Farmer, Bill J*	74.	Pires, Louis*
	27.	Geiger, Mark*	75.	Randall, Karl*
	28.	Geisel, Timothy*	76.	Robinson, Stephen T*
	29.	Gerber, Mitchell L*	77.	Rowley, Michael
	30.	Ginter, Dan	78.	Salacinski, Stephen J*
	31.	Goldman, Robert M*	79.	Savoia, Anthony*
	32.	Grady, Jon P	80.	Schena, Phillip*
	33.	Griswold, Adam F*	81.	Smith, Lee
	34.	Guge, Kenneth L	82.	Smith, Patrick D*
	35.	Hannum, Darren L*	83.	Spanner, James R
	36.	Harker, Lance G*	84.	Stotz, John*
	37.	Harris, James M*	85.	Sullivan, William J*
	38.	Hasher, Alan*	86.	Suter, James*
	39.	Hass, Jr. Donald W*	87.	Tindell, David
	40.	Hayden, Kenneth J*	88.	Trozzi, Gustavo*
	41.	Hayes, Robin	89.	Wadsworth, Larry T*
	42.	Hebert, Andrew A*	90.	Walls, Ronald*
	43.	Hill, Charles M*	91.	Wilkes, Jeff*
	44.	Howell, Honathan T*	92.	Wilkinson Jr., Warren “Leroy”*
	45.	Ingles, Anthony J*	93.	Williams, Bryan R*
	46.	Jackson, Mark “Stephen”*	94.	Wootton, Craig*
	47.	Janickas, Jeffrey*
	48.	Jasper, John R













EXHIBIT J  



Current Franchisee
Verification Form  



Complete a separate form for each franchise
you have. 



Indicate your Dealer
number  ___________. 



You understand that the appropriate
credit to your statement will be calculated from the paid sales information in the records
of Snap-on Tools Company LLC. 



Enclosed is the documentation
supporting the expenses incurred that qualify for the technology credit. 



By signing below you certify that you
were operating a franchise under the foregoing Dealer number as of April 30, 2006. 



Under Penalty of Perjury,
the undersigned claimant swears that all information and documentation submitted
in support of any Claim is true.  



Signed: ___________________________________ 



   Dated: ___________________________________ 





_______________________________________