FORM 10-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1998

Commission file number 1-3329

WILSON BROTHERS USA, INC.
(Exact name of registrant as specified in its charter)

           Illinois                                36-1971260
             (State of incorporation)
(I.R.S. Employer Identification Number)

   125 King Street, Ste 204
   Charleston, SC                                      29401
(Address of principal executive office)                  (Zip
Code)

Registrant's telephone number, including area code:  (843) 723-
8684

Securities registered pursuant to Section 12(b) of the Act:  None.

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $1.00 par value per share
(Title of Class)

     Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
     Yes *          No *

     Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K
or any amendment of this Form 10-K. *

     There is presently no trading market for the registrant's
common stock.  As of December 31, 1998, there
were 3,321,039 shares of the registrant's common stock, $1.00 par
value per share, outstanding


WILSON BROTHERS USA, INC.

Form 10-K Annual Report

INDEX
Page



PART I
     Item 1. Business    3
     Item 2. Properties  7
     Item 3. Legal Proceedings     7
     Item 4. Submission of Matters to a Vote of Security Holders 7

PART II
     Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters 8
     Item 6. Selected Financial Data    9
     Item 7. Management's Discussion and Analysis of Financial
Condition and Results
          of Operations  10
     Item 7A. Quantitative and Qualitative Disclosure About Market
Risk 12
     Item 8. Financial Statements and Supplementary Data    13
     Item 9. Changes in and Disagreements with Accountants on
Accounting and
          Financial Disclosure     35

PART III
     Item 10. Directors and Executive Officers of the Registrant
35
     Item 11. Executive Compensation    36
     Item 12. Security Ownership of Certain Beneficial Owners and
Management     37
     Item 13. Certain Relationships and Related Transactions
37

PART IV
     Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K    39



PART I

Information set forth in this Annual Report on Form 10-K contains
various "forward looking statements"
within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended.  Forward-looking statements
represent our judgment concerning the future and
are subject to risks and uncertainties that could cause our actual
operating results and financial position to differ
materially.  Such forward looking statements can be identified by
the use of forward looking terminology such as
"may," "will," "expect," "anticipate," "estimate," "believe,"
"continue," or "target" or the negative thereof or other
variations thereof or comparable terminology.

     We caution you that any such forward looking statements are
further qualified by important factors that
could cause our actual operating results to differ materially from
those in the forward looking statements, including
without limitation, our dependence on certain industries and
customers, the risks associated with acquisitions,
development and commercialization of potential new products,
competition, the Company's ability to meet its cash
requirements, dependence on key personnel, and other risk factors
described elsewhere in this report.

Item 1.   Business.

General Development of Business

Wilson Brothers USA, Inc. was incorporated in Illinois in 1898.
Reference herein to "the Company"
includes collectively Wilson Brothers USA, Inc. and its
subsidiaries unless the content indicates otherwise.  As of
December 31, 1998, the Company had four wholly owned subsidiaries,
Numo Manufacturing Acquisition, Inc.
("Numo"), Houze Glass Corporation ("Houze"), LM Plastics, Inc.
("LMP") and Bargain Building Products, LLC
("BBP") and the Company held a 75% ownership interest in Houze
West LLC ("Houze West"). The Company had
transferred all of the operations of LMP and Houze West to Houze
as of December 31, 1998.

Numo and Houze operate in the specialty advertising business and
engage in the decoration of glass,
ceramic and plastic items, cloth and vinyl bags, and visor style
caps.  Their products are primarily distributed
throughout the United States through sales representatives.  BBP
operates in the building products business and
engages in the sale of surplus building supplies.  The Company's
principal executive offices are located at 125 King
Street, Suite 204, Charleston, SC 29401.

The LMP Acquisition

On April 9, 1997, the Company entered into a stock purchase
agreement with G&L Consultants, Inc. to
purchase a 90% ownership interest, represented by 171,000 shares
of the outstanding common stock of LMP, a
North Carolina corporation with its principal office in Shelby,
North Carolina.  The purchase price for the common
stock consisted of the payment of $1, plus a personal indemnity by
John H. Sanford, the Company's President, to
G&L Consultants, Inc. for the payment of a promissory note from
LMP to a bank in the original principal amount of
$70,000.  The Company had the option to purchase at any time, or
after 3 years is obliged to purchase at the request
of G&L Consultants, Inc., the remaining 10% outstanding shares for
the amount of $10,450, with such price
increasing at an annual rate of 20% for each month after April 9,
1997.  During 1998, the Company purchased the
remaining 10% interest for $8,000.  In 1998, LMP's operations were
transferred to Houze.

The NUMO Acquisition

On April 30, 1997, Numo, a newly formed wholly-owned subsidiary of
the Company, purchased certain
assets and assumed certain liabilities of Numo Manufacturing
Company, Inc. and its wholly-owned subsidiary
Diamond Cap Company, Inc. (the "Sellers"), each of which has
principal offices in Mesquite, Texas.  The aggregate
purchase price for the acquired assets of both companies and
covenants not to compete given by the Sellers and their
shareholders, was $1,100,000 consisting of $45,000 paid in cash
and the execution and delivery of promissory notes
("Purchase Notes") in the aggregate principal amount of $855,000
and $200,000 payable pursuant to non-compete
agreements.  The Purchase Notes and amounts payable under the non-
compete agreements bear interest initially at
the rate of 8% per annum subject to adjustment on each April 1 and
October 1, with the first adjustment to occur on
October 1, 1997.  On each adjustment date (October 1 and May 1)
the interest rate shall be increased or decreased
(but not below 8% per annum or above 11% per annum) by an amount
equal to 50% of the difference between the
prime rate published by The Wall Street Journal on the adjustment
date in question and the immediately preceding
adjustment date.  Principal and interest payable on the Purchase
Notes and under the non-compete agreements will
be paid on the first day of each January, April, July and October,
commencing on July 1, 1997.  The entire unpaid
principal balance on all such obligations is due and payable April
1, 2004.  The Purchase Notes are secured by a
pledge of substantially all of the acquired assets.  In addition,
payment of the Purchase Notes is guaranteed by the
Company.  Numo also entered into consulting agreements with the
two shareholders of the Sellers for a term of one
year pursuant to which Numo paid each of such consultants $225,000
on May 1, 1997.

In order to finance the cash portion of the purchase price and the
consulting fees paid at the time of the
closing, the Company borrowed $550,000 from Blind John, LLC
("Blind John") which is wholly-owned by
members of the family of John H. Sanford, the Company's President,
of which Mr. Sanford is a less than 3% owner
(the "Numo Acquisition Financing").  The loan bore interest at the
annual rate of 10% and the outstanding principal
balance was repaid in full, with interest on July 9, 1997.  The
Company paid an origination fee to Blind John in the
amount of $3,500 and an additional loan origination fee in the
amount of $30,000 was payable on or before May 1,
1998.  In lieu of receiving payment of the $30,000 additional
origination fee, Blind John has the right to exercise an
option to purchase (1) the number of shares of common stock of the
Company equal to 3% of the Company's fully
diluted shares of common stock at the time of such election, (2) a
cash fee of $10,000 and 2% of the Company's
fully diluted shares of common stock at the time of such election
or (3) a cash fee of $20,000 and 1% of the
Company's fully diluted shares of common stock at the time of such
election, provided the Company has sufficient
shares of common stock then authorized and unissued available (the
"Financing Option").  The initial expiration
date of the Financing Option was May 1, 1998.  On April 16, 1998
the Company and Blind John agreed to extend
the exercise period to May 1, 1999.

Numo continues the pre-existing business activities of Numo
Manufacturing Company, Inc. and Diamond
Cap Company, Inc. at the same premises in Mesquite, Texas for
which it entered into a lease agreement with one of
the selling entities for a term of 7 years at an annual base rent
of $76,000.   Numo's primary business activity is
custom manufacturing, sewing and decorating of a variety of cloth
and vinyl bags, pocket coolies and related
accessories.  Similarly to Houze Glass Corporation, Numo's sales
are made through sales representatives and are
generally for advertising specialties, premiums, souvenirs and the
retail trade.

Acquisition of Houze West

On November 12, 1997, the Company formed a new Nevada limited-
liability company, Houze West, LLC
("Houze West"). In January 1998, the Company sold a 25% interest
to an unaffiliated company, Cactus Enterprises,
LLC for $23,821.  House West maintained its manufacturing
operations in Henderson, Nevada, where it entered into
a lease agreement for approximately 15,000 square feet of
manufacturing facilities. Houze West operated in the
same business segment as the Company, primarily in the decoration
of mugs and glassware, and was a
manufacturing and sales distribution center to the Company's
customers in the western United States.  The
Company made an initial capital contribution to Houze West in the
amount of $36,000.  This capital contribution
was accounted for using the equity method of accounting.  During
1998, the Houze West Nevada location was shut
down and the operations were transferred to Houze.  The Company
plans to dissolve Houze West.

Bargain Building Products, LLC Transactions

On February 18, 1998, the Company formed a new subsidiary, Surplus
Salvage Supply, LLC, a Texas
limited-liability company to sell surplus building supplies.
During 1998, Surplus Salvage Supply, LLC changed its
name to Bargain Building Products, LLC ("BBP").  On February 26,
1998, BBP purchased inventory and other
assets of B.J.'s Warehouse, a Texas company.  The purchase price
was $150,000, of which $125,000 was paid in
cash, and the balance was payable in the form of a promissory note
in the amount of $25,000, over 24 months with
interest calculated at 8% per annum.  In 1998, the Company
capitalized BBP in the amount of $77,000, and made a
demand loan in the amount of $49,000.  To finance the
capitalization and loan to BBP the Company borrowed
$140,000, including $60,000 from Combahee Partners, L.P., and
$40,000 from Counter Culture Coffee, a wholesale
coffee company of which Brett R. Smith, a member of the Company's
Board of Directors is the principal owner.
These loans are payable on demand.

On April 1, 1999 BBP and an unrelated entity, Super Surplus, Inc.,
formed Bargain Building Products, Inc.
("BBP, Inc")  in which BBP owned a 90% interest.  BBP transferred
its assets and liabilities to BBP, Inc.  No gain or
loss was recorded on the transaction.  The Company plans to
dissolve the operations of BBP and transfer its interests
in BBP, Inc. to the Company.

Industry Segments

The Company presently operates primarily in one business segment.

Business

The Company is a holding company whose significant business is
conducted through its wholly-owned
subsidiaries, Numo Manufacturing Acquisition, Inc., Houze Glass
Company, LM Plastics, Inc., and its 75% owned
subsidiary Houze West LLC.  LMP and Houze West operations are
substantially discontinued.  All subsidiaries
operate in the specialty advertising business and engage in the
decoration of glass, ceramic and plastic items, cloth
and vinyl bags, and visor style caps.  Their products are
primarily distributed throughout the United States through
sales representatives.  As of December 31, 1998, the Company also
had a 100% interest in Bargain Building
Products, LLC, which operates in the building products business.

     As of December 31, 1998, the Company had approximately 235
employees of which 39 were salaried
employees and the remainder were hourly personnel.  The workers at
Houze are represented by the American Flint
Glass Workers Union under a contract, which expires in April 2003.
The employees at Numo are not under a union
contract.  The Company believes its relations with its employees
are satisfactory.

Except as described below, patents, trademarks, licenses,
franchises and concessions are not material to the
business of the Company.  Working capital requirements of the
Company are expected to be fulfilled from operating
cash flow supplemented by a revolving line of credit facility
initially arranged with Integra Bank/South on March 4,
1994 and extended on various dates through maturity on March 31,
2001.  During the last three years, the Company
has not had any material expenditures for Company or customer
sponsored research and development activities.  No
single customer accounted for more than 10% of the Company's
consolidated revenues in 1998.

For purposes of this discussion, the Company's business and
principal operating segment is the decoration
of glass, ceramic and plastic items, cloth and vinyl bags and foam
products, which represented 95% of the
Company's sales and total assets in 1998, 100% of the Company's
sales and total assets in 1997 and 100% of the
Company's sales and total assets in 1996.  Sales are made through
sales representatives and are generally for the
advertising specialties, premiums, souvenirs and retail trade.
The Company's business is highly competitive.
Custom imprinted items generally lend more exposure per
advertising dollar to customers because of their frequency
of use in the business atmosphere.  From time to time, the Company
also obtains special contract orders.  Such
special contract orders do not necessarily occur each year and
there were no significant contract orders in 1996,
1997 or 1998.  The decorative specialty advertising products
business is highly competitive, particularly in
connection with items such as tumblers, mugs and glasses.  The
Company competes on the basis of price, quality,
design and customer service.  Many of its competitors are much
larger companies, with far greater resources.
Competing with the Company in the specialty advertising products
business are companies such as Norwood
Promotional Products and Bemrose USA that are dominant in this
industry.  Using price, quality, service and
expertise of design as priorities, the Company believes that it
can compete in the advertising specialty market.

Through certain acquisitions, management has expanded the
Company's decorative products to include a
large variety of custom imprinted glass, plastic, foam and ceramic
beverage ware, visor style caps, Igloor plastic
products, and vinyl and cloth beverage coolers, bags, and
notepads.  Additionally the Company has expanded its
traditional decorating processes that principally included direct
screening multiple colors onto glassware and
ceramic mugs. The Company's imprinting processes now include,
direct embroidery for bags and caps, debossing
and hot stamping for vinyl products, and up to four color process
sublimation for selected ceramic and steel mugs,
tote bags, mouse pads, foam beverage ware and ceramic tiles and
magnets.  During the year ended December 31,
1998, sales from glass and ceramic beverage ware were $5.4
million, from plastic products were $.3 million, from
foam products were $1.3 million, from vinyl and cloth products
were $4.8 million and from miscellaneous sales
were $.4 million.

The Company incorporates the use of "special effects" processes in
certain of its decorating applications.
The "magic" process is a thermal chromatic process whereby ceramic
pigment is activated by either high or low
temperatures.  This allows for a visual change in the product to
reveal an advertisement or artistic effect, making
images appear and/or disappear when a hot or cold beverage is
added.  The Company offers the "magic" process as
an option for most ceramic and glass beverage ware.  This process
is now available through other manufacturers in
the United States.  Consequently, competition in this market area
is increasing to some extent.  Other "special
effects" processes include the use of iridescent colors, and "see-
vue" decorating, which enables a message or
decorative imprint to be seen on the inside of a glassware product
through the design of a clear opening on the
opposite side of the glass.

The Company purchases much of its raw material supplies of
ceramic, glass and foam items from six
principal suppliers.  Management believes that such raw materials
are readily available from other sources at
competitive prices.

The Company enters into licensing agreements with customers who
permit it to imprint specific logos or
designs directly on products.

Certain of the Company's inventory, such as ceramic mugs must be
imported, and therefore, the Company
is required to maintain inventories in those items to cover needs
for 45 - 60 days at a minimum.  If a shortfall occurs,
inventory is supplemented with items purchased from distributors
located in the United States.  Because of the
Company's method of distribution, it is not dependent on any
single customer.  The Company's subsidiaries are
members of the Advertising Specialty Institute and are suppliers
to the advertising industry.  The Company
maintains a nationwide distribution network through over 17,000
distributors offering its products. The Company
does not offer extended payment terms to customers.

As an advertising specialty supplier, no material portion of the
Company's business is affected by
renegotiation of profits or termination of contracts at the
election of any governmental agency.

Except as described below, to date, the Company has not been
required to make significant capital
expenditures in order to meet current environmental standards.
The Company does not anticipate that present
environmental regulations will materially affect its capital
expenditures, earnings or competitive position.

In February 1993 the Company became aware that certain of the
products produced by Houze may have
contained concentrations of lead and cadmium at levels that might
constitute hazardous waste.  While after testing it
was ascertained that the products then being produced by Houze
were within acceptable levels, certain products,
generally those produced prior to 1980, had unacceptable levels of
lead and cadmium.  The products produced prior
to 1980 had been disposed of in a disposal site located on Houze's
property.  The Pennsylvania Department of
Environmental Protection ("PDEP") and the Company agreed to a
consent order on September 22, 1994, which
outlined a plan for Houze to remove and encapsulate all of the
hazardous waste and thereby comply with residual
waste pile closure requirements.  The estimated cost of the
Company's original plan of remediation was increased
during 1993 to $900,000 from $200,000, based on advice from its
consultant.  These costs were provided for in the
Company's 1993 consolidated financial statements.  The Company
incurred actual remediation expenses in the
aggregate amount of $215,000, of which $45,000, $25,000 and
$41,000 were charged to the reserve in 1997, 1996
and 1995, respectively.  On February 12, 1998, a final closure
inspection was conducted by the PDEP.  On February
23, 1998, the PDEP determined that the Company had satisfactorily
complied with the requirements of the consent
order, and the Company was released from any further obligation
with respect to such consent order.  As of
December 31, 1997, the balance of the reserve in the amount of
$775,000 was reversed into other income.

The Company has no foreign operations or any material export
sales.


Subsequent Events

On April 1, 1999 BBP and an unrelated entity, Super Surplus, Inc.,
formed Bargain Building Products, Inc.
("BBP, Inc")  in which BBP owned a 90% interest.  BBP transferred
its assets and liabilities to BBP, Inc.  No gain or
loss was recorded on the transaction.

In June of 1999, Frank J. Zanin, Jr. took over as Chief Financial
Officer of the Company.

Effective as of March 1, 2000, the Board of Directors appointed
Mr. Frank J. Zanin, Jr., the Company's then
Chief Financial Officer, as Chief Executive Officer, Chief
Financial Officer and Secretary of the Company. Mr.
Zanin has been running the day-to-day business of the Company
since his appointment as Chief Executive Officer.

Item 2.   Properties.

Operations of Houze occupy a facility it owns in Point Marion,
Pennsylvania that has approximately
175,000 square feet of manufacturing and office space on a 16-acre
site.  The operations of Numo occupy a facility
in Mesquite, Texas under a lease agreement, which has
approximately 35,000 square feet of manufacturing and
office space on a 9-acre site.  Such facilities are substantially
utilized.  The operations of Houze West are in
Henderson, Nevada, where it has entered into a lease agreement for
approximately 15,000 square feet of
manufacturing facilities.  Such facilities are not occupied by
Houze West, and are subleased.  The term of the lease
expires on April 30, 2003.  The operations of BBP occupy two
facilities, a warehouse facility in Gainesville, Texas,
where it leases approximately 52,000 square feet, of which
approximately 12,000 square feet are utilized and a
warehouse facility in Morgantown, West Virginia, where it leases
approximately 60,000 square feet, of which
approximately 39,000 square feet are utilized.
The Company believes that its facilities are adequate for its
operations and that suitable additional facilities
will be available when needed.

Item 3.  Legal Proceedings.

     While the Company is not currently engaged in litigation, it
is from time to time involved in routine
litigation incidental to its business.  The Company does not
believe that any of such routine litigation will have a
material adverse effect on its consolidated financial position or
results of operations.

Item 4. Submission of Matters to a Vote of Security Holders.

Not applicable.


PART II

Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters.


On September 14, 1993, the Company's common stock was delisted
from the Pacific Stock Exchange for
failure to comply with minimum listing criteria.  Since that time
the Company's common stock has been traded over
the counter through National Quotation Bureau's "pink sheets".
Since December 12, 1993, the "pink sheets" have
listed no bid for the Company's common stock.  As a result, there
is no current established public trading market for
the Company's common stock.


As of December 31, 1996, there were 3,027 record holders of the
Company's common stock. Effective
March 1, 1998, Harris Trust and Savings Bank ("Harris") terminated
its appointment as the Company's transfer
agent and registrar due to overdue balances and non-payment of its
invoices for fees.  Harris will not release the
Company's records and stock certificate inventory for further
processing until the Company pays Harris for all past
due fees plus reimbursement of reasonable expenses.  The Company
is not aware of any transactions regarding its
common stock, or changes in ownership during the year ended
December 31, 1998.

The Company did not declare or pay any cash dividends during the
past two years.  The applicable
provisions of the Business Corporation Act of Illinois, the
Company's jurisdiction of incorporation, limit the
payment of dividends to an amount equal to the difference between
the assets of a corporation and its liabilities.  No
dividends were permitted to be paid by the Company in 1997 or 1998
pursuant to these restrictions.  The Company
has no present plans for the payment of any dividends.

     Recent Issuance of Unregistered Securities

     Not applicable.




Item 6.   Selected Financial Data.
(In 000's)

For the Year   1998 1997 1996 1995 1994

Net sales $    11,510    $    8,379     $    5,715     $    5,041
$    5,495

Operating profit (loss)  $    (277)     $    (613)     $    14   $
(517)     $    (652)

Income (loss) from
     continuing operations    $    (290)     $    497  $    (58) $
(602)     $    (588)

Loss from discontinued
     operations, net of tax (1)    $    -    $    -    $    -    $
-    $     (161)

Net income (loss)   $    (290)     $    497  $    (58) $    (602)
$    (749)

Earnings (loss) per common and
     equivalent share:
          Continuing operations         $(0.09)   $0.15
$(0.02)   $    (0.18)    $    (0.18)
          Discontinued operations       -              -
-              -              (0.05)
          Basic          $(0.09)   $0.15          $(0.02)   $
(0.18)    $    (0.23)
          Diluted        $(0.09)   $0.13     $(0.02)   $    (0.18)
$    (0.23)

Shares used in computing
     Earnings (loss) per common and
     equivalent share
          Basic          3,321          3,321          3,321
3,321          3,321
          Diluted (2)         3,321          4,809          3,321
3,321          3,321

Cash dividend per share  $    -    $    -    $    -    $    -    $
-


At Year-End

Total assets   $    4,197     $    4,014     $    1,998     $
2,095     $    2,655

Long-term debt $    886  $    981  $    -    $    -    $    -

Note payable to majority
   owners $    1,500     $    1,500     $    1,500     $    1,500
$    1,500






(1) Restated to reflect the operations of Northern Engineering
Corporation as discontinued.
(2) Includes 1,348,338 shares assuming the conversion principal
and accrued interest of the Convertible Notes,
and 140,081 shares issued pursuant to a loan origination fee
agreement in 1997.


Item 7.   Management's Discussion and Analysis of Financial
Condition and Results of Operation.

The following discussion and analysis of financial condition
pertains primarily to Houze and Numo, which
represent the primary business activities of the Company.

Trends

The Company continues to face significant competition,
particularly in its core business, which consists
principally of the decoration of items, which are sold to
advertising specialty distributors.  In an effort to gain market
share and to compete with its competitors, many of whom are larger
companies with far greater resources, the
Company instituted price reductions for large orders and has
increased its marketing efforts to retail distributors and
holders of licensed products.  Additionally, the Company has made
significant improvements to its customer service
areas in response to the higher level of service demanded by its
customers.

Liquidity and Capital Resources

The Company's consolidated cash and cash equivalents were $147,000
at December 31, 1998 compared to
$462,000 at December 31, 1997, a $315,000 or 68% decrease.  During
this period, cash and cash equivalents
decreased primarily due to the repayment of notes related to the
acquisition of Numo.

Capital expenditures of the Company were $159,000 and $69,000 in
1998 and 1997, respectively.  The
Company does not anticipate any material capital expenditures in
1999.

Houze holds a line of credit in the amount of $1,050,000 that
expires March 31, 2001.  This line of credit
was increased from $500,000 and extended from a September 30, 1998
maturity date on April 20, 2000.  Advances
on such line of credit bear interest at the lending bank's prime
rate plus 0.75% or 1.25% depending on security of
cash collateral. Advances on such line of credit are
collateralized by Houze's accounts receivable, inventory and
equipment, as well as the real property owned by Houze, secured
under an open-end mortgage and are guaranteed
by Mr. Sanford.  A failure by Houze to renegotiate such credit
facility beyond March 31, 2001 would have a
material adverse effect on the Company.

     As of December 31, 1998, the Company had notes payable to
majority owners in the aggregate of
$1,500,000 that bore interest at the prime rate and are
convertible to 956,937 shares of the Company's common
stock (the "Convertible Notes").  These notes payable originated
in 1982.  The Company also has amounts due to
affiliates of $1,076,000 each year relating to an assignment of
unpaid amounts owed by the Company to former
controlling shareholders.

At the beginning of 1997, approximately 49.52% of the Company's
common stock was beneficially owned by
Mr. John H. Sanford, the Company's President, Chief Financial
Officer and Director.  Also as of the beginning of 1997,
Mr. Sanford, Choate Rosemary Hall Foundation, Inc. (the "Choate
Foundation"), and Mr. Walter Carucci, a private
investor, owned 57.92%, 25.0% and 13.33%, respectively, of a
$1,500,000 note payable by the Company which bears
interest at the prime rate (the "Convertible Note") and certain
accounts receivable of the Company in the amount of
$1,230,000 (the "Accounts Receivable").  At that time the
principal of the Convertible Note was convertible into
956,937 shares of the Company's common stock.  On February 13,
1997, the Choate Foundation sold to Mr. Sanford
pursuant to a Note and Accounts Receivable Purchase Agreement
Choate Foundation's interest in the principal
amount of the Convertible Note and its interest in the Accounts
Receivable for an aggregate purchase price of
$200,000.  On August 12, 1997 pursuant to separate Note and
Accounts Receivable Purchase Agreements Mr.
Sanford sold $375,000 of his principal interest (plus accrued
interest) in the Convertible Note and $307,500 of the
Accounts Receivable for an aggregate amount of $113,227.  Of these
amounts sold by Mr. Sanford, $187,000 of the
principal amount and accrued interest on the Convertible Note and
a 12.5% interest in the Accounts Receivable were
purchased by Carucci Family Partners (the "Partnership"), a
company in which Mr. Walter P. Carucci is a general
partner.

The Company compensated Mr. Sanford $12,000 for management
services for the year ended December
31, 1997, all of which has been deferred.  Mr. Sanford's annual
compensation for 1998 was $55,000.

The Company's ability to meet its cash requirements in the next
year is dependent upon substantial
improvement in the results of operations and cash flows and
maintaining and renewing it's financing from its bank
or others.  If these conditions are not satisfactorily achieved,
the Company may be unable to generate sufficient cash
flow to meet its requirements, and therefore, may be unable to
continue operations.

The financial statements have been prepared on a going concern
basis, and accordingly, do not include any
adjustments relating to the recoverability and classification of
recorded asset amounts nor the amounts and
classification of liabilities that might be necessary should the
Company be unable to continue in existence or be
required to sell its assets.

Recent Acquisitions

On February 18, 1998, the Company formed a new subsidiary, Surplus
Salvage Supply, LLC, a Texas
limited-liability company to sell surplus building supplies.
During 1998, Surplus Salvage Supply, LLC changed its
name to Bargain Building Products, LLC ("BBP").  On April 1, 1999
BBP and an unrelated entity, Super Surplus,
Inc., formed Bargain Building Products, Inc.  ("BBP, Inc.")  in
which BBP owned a 90% interest.  BBP transferred
its assets and liabilities to BBP, Inc.  No gain or loss was
recorded on the transaction.

Environmental Matters

As described previously, in February 1993 the Company became aware
that certain of the products
produced by Houze prior to 1980 had unacceptable levels of lead
and cadmium.  The products produced prior to
1980 had been disposed of in a disposal site located on Houze's
property.  PDEP and the Company agreed to a
consent order on September 22, 1994, which outlined a plan for
Houze to remove and encapsulate all of the
hazardous waste and thereby comply with residual waste pile
closure requirements.  The estimated cost of the
Company's plan of remediation in 1993 was $900,000, which was
provided for in the Company's 1993 consolidated
financial statements.  The Company incurred actual remediation
expenses in the aggregate amount of $215,000, of
which $45,000, $25,000 and $41,000 were charged to the reserve in
1997, 1996 and 1995, respectively.  Following
determination by the PDEP in February 1998 that the Company had
satisfactorily complied with the requirements of
the consent order, the balance of the reserve in the amount of
$775,000 was reversed into other income as of
December 31, 1997.

Inflation and Changing Prices

Management believes that inflation did not have a significant
effect on the results of operations during the
last three years.

Results of Operations

1998 Compared with 1997

Net sales increased $3.1 million or 37% to $11.5 million in 1998
from $8.4 million in 1997.  Of this
increase, $1.7 million was attributable to the inclusion of 12
months of operations of Numo for 1998 versus 8
months for 1997.  Numo's sales increased $2.0 million or 87% to
$4.3 million in 1998 from $2.3 million in 1997.
This increase was primarily attributable to the sales of its
pocket coolie product, of which Numo sold 1.9 million
units in 1998 compared to 0.1 million in 1997.  BBP and Houze West
had sales during 1998 of $.6 million and $.3
million, respectively.  Sales by Houze increased $0.4 million or
7% to $6.4 million in 1998 from $6.0 million in
1997.  Gross profit as a ratio to sales decreased to 20% in 1998
from 22% in 1997 due to lower gross profit margins
on sales of Houze and BBP.

Selling, general and administrative expenses increased to $2.6
million in 1998 from $2.4 million in 1997,
most of which was attributable to the inclusion of 12 months of
operations for Numo, plus the new activities of BBP
and House West.

1997 Compared with 1996

Net sales increased $2.7 million or 47% to $8.4 million in 1997
from $5.7 million in 1996.  Of this
increase, $2.3 million was attributable to 8 months of operations
of Numo, the balance was due to increased sales of
Houze.  Gross profit as a ratio of sales decreased to 22% in 1997
from 24% in 1996 due to lower gross profit
margins on sales of Numo.
Selling, general and administrative expenses increased to $2.4
million in 1997 from $1.4 million, of which
$.5 million was attributable to 8 months of operations of Numo.
Other income in 1997 includes $490,000 in collection of notes
receivable and reversal of related reserves
relating to certain property sold by Northern in 1993, and the
reversal of $775,000 of environmental reserves of
Houze resulting from favorable compliance and resolution of a
consent order and agreement.


Item 7A. Quantitative and Qualitative Disclosure About Market
Risk.

     Not applicable



Item 8.   Financial Statements and Supplementary Data Index.

Reports of Independent Public Accountants    14,15

Consolidated Financial Statements:

     Consolidated Balance Sheets - December 31, 1998 and 1997
16

     Consolidated Statements of Operations and Accumulated Deficit
-

Three years ended December 31, 1998     17

     Consolidated Statements of Cash Flows - Three years ended
December 31, 1998   18

Notes to Consolidated Financial Statements   19

Financial Statement Schedules:  Schedules included are set forth
in Item 14.


PRATT-THOMAS, GUMB & CO., P.A.
CERTIFIED PUBLIC ACCOUNTANTS
P.O. BOX 973?1 CORDES STREET
CHARLESTON, SOUTH CAROLINA 29402
(843) 722-6443
(843) 723-2647 FAX
E-MAIL:  cpa@p-tg.com
www.prattthomasgumb.com
BARRY D. GUMB
MEMBERS
HAROLD R. PRATT-THOMAS, JR.
AMERICAN INSTITUTE OF CPAS
LYNNE LORING KERRISON
THE AICPA ALLIANCE FOR CPA FIRMS
ROY STRICKLAND
S.C. ASSOCIATION OF CPAS
PATRICIA B. WILSON
RUDOLPH S. THOMAS




To Wilson Brothers USA, Inc.:

We have audited the accompanying consolidated balance sheet of
Wilson Brothers USA, Inc. (an Illinois
corporation) and subsidiaries as of December 31, 1998 and the
related consolidated statements of operations and
accumulated deficit and cash flows for the year then ended.  These
financial statements and the schedule referred to
below are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these
financial statements and schedule based on our audit.

We conducted our audit in accordance with generally accepted
auditing standards.  Those standards require that we
plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made
by management, as well as evaluating the overall financial
statement presentation.  We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position
of Wilson Brothers USA, Inc. and subsidiaries as of December 31,
1998, and the results of their operations and their
cash flows for the year then ended in conformity with generally
accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The
schedule listed in Item 14. (A) 2. is presented for purposes of
complying with the Securities and Exchange
Commission's rules and is not part of the basic financial
statements.  This schedule has been subjected to the
auditing procedures applied in the audit of the basic financial
statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth
therein in relation to the basic financial statements taken
as a whole.

Pratt-Thomas, Gumb & Co., P.A.
Charleston, South Carolina
June 15, 2000


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Wilson Brothers USA, Inc.:

We have audited the accompanying consolidated balance sheet of
Wilson Brothers USA, Inc. (an Illinois
corporation) and subsidiaries as of December 31, 1997 and the
related consolidated statements of operations and
accumulated deficit and cash flows for each of the two years in
the period ended December 31, 1997.  These
financial statements, and the schedule referred to below, are the
responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial
statements and schedule based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we
plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made
by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position
of Wilson Brothers USA, Inc. and subsidiaries as of December 31,
1997, and the results of their operations and their
cash flows for each of the two years in the period ended December
31, 1997, in conformity with generally accepted
accounting principles.

The accompanying consolidated financial statements have been
prepared assuming that the Company will continue
as a going concern.  As discussed in Note 14 to the consolidated
financial statements, the Company has suffered
recurring losses from operations and has a net capital deficiency
that raise substantial doubt about its ability to
continue as a going concern.  Management's plans in regard to
these matters are also described in Note 14.  The
consolidated financial statements do not include any adjustments
that might result from the outcome of this
uncertainty.

Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The
schedule listed in Item 14.(A)2. is presented for purposes of
complying with the Securities and Exchange
Commission's rules and is not part of the basic financial
statements.  This schedule has been subjected to the
auditing procedures applied in the audits of the basic financial
statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth
therein in relation to the basic financial statements taken
as a whole.  The schedule does not include any adjustments that
might result from the outcome of the uncertainty
regarding the Company discussed above.




Arthur Andersen LLP


Roseland, New Jersey
April 29, 1998


WILSON BROTHERS USA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1998 AND 1997








ASSETS





(In thousands)





1998

1997
Current Assets







  Cash and cash equivalents




 $               147

 $               462
  Accounts receivable, less allowance for doubtful accounts





     of $146 in 1998 and $143 in 1997




               1,593

               1,328
  Inventories




               1,452

               1,053
  Prepaid consulting agreements




                    -

                  150
  Other




                    35

                    49
        Total Current Assets




               3,227

               3,042








Goodwill, less accumulated amortization of $10 in 1998 and $14 in
1997


                  116

                    92
Non-compete agreements, less accumulated amortization of $82 in
1998





   and $50 in 1997




                  100

                  174
Property and equipment, at cost less accumulated depreciation of
$2,111





   in 1998 and $2,013 in 1997




                  754

                  706





 $            4,197

 $            4,014








LIABILITIES AND STOCKHOLDERS' DEFICIT








Current Liabilities







  Short-term borrowings




 $               612

 $               421
  Current portion of notes payable




                  175

                    85
  Accounts payable




               1,786

               1,413
  Accrued salaries and other employee costs



                  132

                  254
  Accrued interest due affiliates




                  632

                  524
  Accrued interest due others




                  142

                  124
  Due to affiliates




               1,076

               1,192
  Other current liabilities




                  407

                  395
        Total Current Liabilities




               4,962

               4,408








Notes payable to affiliates




               1,256

               1,256
Notes payable to others




               1,130

               1,225
Other liabilities




                  616

                  616













               3,002

               3,097








Minority interest in consolidated subsidiary



                    14

                    -








Commitments and Contingencies















Stockholders' Deficit







  Preferred stock, $1 par value; authorized 5,000,000 shares; none
issued


                    -

                    -
  Common stock, $1 par value; authorized 10,000,000 shares; issued
and





     outstanding 3,321,039 shares in 1998 and 1997



               3,321

               3,321
  Capital in excess of par value




           7,464

7,464
  Accumulated deficit




(14,566)

(14,276)








        Total Stockholders' Deficit





              (3,781)

            (3,491)





 $            4,197

 $            4,014

WILSON BROTHERS USA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
YEARS ENDED DECEMBER 31,














(In thousands except per share amounts)

1998

1997

1996
Net sales
 $            11,510

 $              8,379

 $              5,715






Cost of sales
                 9,229

                 6,564

                 4,324
Selling, general and administrative expenses
                 2,558

                 2,428

                 1,377

               11,787

                 8,992

                 5,701






Operating profit (loss)
                  (277)

                  (613)

                      14






Other expense (income):





  Interest expense
                    158

                    127

                      57
  Interest expense - affiliates
                    164

                    119

                    102
  Interest income
                    (13)

                    (32)

                    (78)
  Provision for doubtful notes and





    interest receivable from affiliate
                      -

                      -

                      40
  Minority interest in loss of consolidated subsidiary
                    (10)

                      -

                      -
  Other - net
                  (286)

               (1,324)

                    (49)

                      13

               (1,110)

                      72
        Income (loss) before provision





           for income taxes
                  (290)

                    497

                    (58)






Provision for income taxes
                      -

                      -

                      -






        Net income (loss)
                  (290)

                    497

                    (58)






Accumulated deficit - beginning of year
             (14,276)

             (14,773)

             (14,715)






Accumulated deficit - end of year
 $          (14,566)

 $          (14,276)

 $          (14,773)






Earnings (loss) per share:











        Basic
 $              (0.09)

 $                0.15

 $              (0.02)






        Diluted
 $              (0.09)

 $                0.13

 $              (0.02)








WILSON BROTHERS USA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
 YEARS ENDED DECEMBER 31,



















(In thousands)



1998

1997

1996
Cash flows from operating activities:







    Net income (loss)


 $           (290)

 $             497

 $              (58)
    Adjustments to reconcile net income (loss) to






        net to cash provided by (used in) operating activities






    Minority interest in net loss of consolidated






       Subsidiary


                 (10)

                    -

                    -
    Depreciation and amortization


194

144

62
    Liabilities in excess of assets purchased


 -

                   46

 -
    Gain on sale of assets


                    -

                    -

                   (5)
    Provision on uncollectible notes receivable






       from former affiliate


                    -

             (490)

                    -
   (Increase) in receivables, net


               (265)

               (18)

               (274)
   (Increase) decrease in inventories


               (282)

             (460)

                 104
   Decrease (increase) in other current assets

                 164

                  30

                 (41)
   Increase in accounts payable


                 373

                604

                   84
   (Decrease) in accrued salaries and other employees costs


(122)

(5)

(122)
   Increase in accrued interest


                 126

                149

                 122
   Increase  in other current liabilities


                   12

                324

                   11
   (Decrease) in environmental reserve


 -

(820)

 (25)
Net cash provided by (used in) operating activities


(100)


 1


(142)








Cash flows from investing activities:







    Acquisition of businesses net of cash acquired

               (125)

             (997)

                    -
    Proceeds from sale of assets


                    -

                    -

                     5
    Capital expenditures


               (159)

               (69)

                 (12)
Net cash used in investing activities


               (284)

          (1,066)

                   (7)








Cash flows from financing activities:







    Minority interest capital contribution


24

 -

 -
    Increase (decrease) in short-term borrowings, net

191

331

(105)
    Proceeds from notes payable - other


535

1,058

 -
    Proceeds from notes payable - affiliate


 -

                   66

 -
    Repayment of notes payable


               (681)

               (98)

                   (4)
Net cash provided by (used in) financing activities


69


 1,357


(109)









Net increase (decrease) in cash and cash equivalents



(315)



292



(258)
Cash and cash equivalents at beginning of year

                 462

                170

                 428
Cash and cash equivalents at end of year


 $             147

 $             462

 $             170








Supplemental disclosure of cash flow information:






  Cash paid during the year for interest



$             192


$             105


$                36


1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

Basis of Presentation - Wilson Brothers USA, Inc. (the "Company")
is a holding company whose business is
conducted through its wholly-owned subsidiaries, Numo
Manufacturing Acquisition, Inc. ("Numo"), LM
Plastics, Inc. ("LMP"), Houze Glass Company ("Houze") and its 75
percent owned subsidiary Houze West,
LLC ("Houze West").  The Company had one additional wholly owned
subsidiary, Surplus Salvage Supply,
LLC, which changed its name to Bargain Building Products, LLC,
("BBP") as referred to herein after.  All
subsidiaries except BBP operate in the specialty advertising
business and engage in the decoration of glass,
ceramic and plastic items, foam products, and cloth and vinyl
bags.  Their products are primarily distributed
throughout the United States through sales representatives.  BBP
sells surplus building supplies.

Principles of Consolidation - The accompanying consolidated
financial statements include the accounts of the
Company and it's wholly and majority owned subsidiaries.  All
significant intercompany items and transactions
have been eliminated in consolidation.

Use of Estimates - The preparation of the financial statements in
conformity with generally accepted
accounting principles requires management to make estimates and
assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses
during the period.  Actual results could differ
from those estimates.

     Revenue Recognition - Revenues are recognized when goods are
shipped and billed to the customer.

     Inventories - Inventories are stated at the lower of cost or
market on the first-in, first-out basis.

     Property and Equipment - Property and equipment are carried
at cost less accumulated depreciation.
Depreciation is computed using the straight-line method over the
estimated useful lives of the assets ranging
from four to forty years.  Expenditures for normal maintenance and
repairs are charged to expense as incurred.

     Assets, which have been fully depreciated, are retained in
the accounts for as long as they are useful to
operations.  Upon disposition, it is the Company's policy to
eliminate from the accounts the cost of the asset
and the related accumulated depreciation and to credit or charge
the resulting profit or loss to operations.

Standards Implemented - The Company implemented new accounting
standards in 1998, 1997 and 1996.
None of these standards had a material effect on the financial
position or results of operations of the Company.




1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES -
Continued

Standards Implemented - Continued
Effective December 31, 1998, the Company adopted Statement of
Financial Accounting Standards (SFAS)
NO. 132, "Employers' Disclosures about Pensions and Other
Postretirement Benefits," which establishes
standardized disclosures for defined benefit pension and
postretirement benefit plans.  See Note 11 for such
disclosures.

     Effective December 31, 1997, the Company implemented SFAS No.
128 "Earnings Per Share" (EPS).  This
statement prescribes the methods for calculating basic and diluted
EPS and requires dual presentation of these
amounts on the face of the consolidated statement of operations
and accumulated deficit.

     Earnings (Loss) per Share - Basic EPS is calculated by
dividing income available to common shareholders by
the weighted average number of shares of common stock outstanding
during the period.  Income available to
common shareholders used in determining basic EPS was $(290,000)
in 1998, $497,000 in 1997 and $(58,000)
in 1996.  The weighted average number of shares of common stock
used in determining basic EPS was 3.321
million in 1998, 3.321 million in 1997 and 3.321 million in 1996.

Diluted EPS is calculated by dividing income available to common
shareholders, adjusted to add back
dividends or interest on convertible securities, by the weighted
average number of shares of common stock
outstanding plus additional common shares that could be issued in
connection with potentially dilutive
securities.  Income available to common shareholders used in
determining diluted EPS was $(290,000) in
1998, $622,000 in 1997 and $(58,000) in 1996.  The weighted
average number of shares of common stock
used in determining diluted EPS was 3.321 million in 1998, 4.809
million in 1997 and 3.321 million in 1996.
The 1997 calculation reflects additional shares in connection with
convertible notes of 1.348 million and loan
origination fees of 140,000.  The diluted EPS calculation for 1998
and 1996 does not include 1.572 million
shares relating to the original conversion agreement, as their
effect would have been antidilutive.

Concentration of Credit Risk - Financial instruments that
potentially subject the Company to concentrations of
credit risk consist primarily of cash and accounts receivable.
The carrying values of these financial assets
approximate fair value.  Concentrations of credit risk with
respect to the accounts receivable are limited due to
the large number of customers in the Company's customer base and
their dispersion across different
geographic areas.  The Company maintains an allowance for doubtful
accounts based upon the expected
collectibility of its receivables.

Cash and Cash Equivalents - For purposes of the consolidated
balance sheets and statements of cash flows, the
Company generally classifies as cash and cash equivalents all
highly liquid investments with a maturity of
three months or less when purchased.




1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES -
Continued

Intangible Assets - Intangible assets are amortized using the
straight-line method.  Goodwill is amortized over
20 years and non-compete agreements are amortized over the life of
the agreements, which is three years.  In
accordance with APB 17, "Intangible Assets," the Company continues
to evaluate the amortization periods to
determine whether events or circumstances warrant revised
amortization periods.  Additionally, the Company
considers whether the carrying value of such assets should be
reduced based on the future benefits of the
assets.  Amortization expense relating to intangible assets
totaled $81,000, $53,000 and $0 for the years ending
December 31, 1998, 1997 and 1996, respectively.

Advertising - The Company expenses the cost of advertising as
incurred.  Advertising expense totaled
$347,000, $280,000 and $180,000 for the years ending December 31,
1998, 1997 and 1996, respectively.

2. ACQUISITIONS

On April 9, 1997, the Company entered into a stock purchase
agreement with G&L Consultants, Inc. to
purchase a 90 percent ownership, represented by 171,000 shares of
the outstanding common stock of LMP, a
North Carolina corporation with its principal office in Shelby,
North Carolina.  The purchase price for the
common stock consisted of the payment of $1, plus a personal
indemnity by Mr. John Sanford, the Company's
President, to G&L Consultants, Inc. for the payment of a
promissory note from LMP to a bank in the original
principal amount of $70,000.  The Company has the option to
purchase at any time, or after 3 years is obliged
to purchase at the request of G&L Consultants, Inc., the remaining
10% of the outstanding shares for $10,000
with such price increasing at an annualized rate of 20% for each
month after April 9, 1997.  The acquisition
was accounted for using the purchase method of accounting, of
which the purchase price over net assets
acquired was insignificant.  The pro forma effect on prior
periods' results of operations was not material.  In
March 1998, the Company agreed to purchase the remaining 10%
interest in LMP for $8,000.  The purchase
transaction was accounted for as an adjustment to the original
purchase price. In 1998, the operations of LMP
were transferred to Houze.  The Company plans to dissolve LMP in
the near future.

On April 30, 1997, Numo, a newly formed wholly-owned subsidiary of
the Company, purchased certain assets
and assumed certain liabilities of Numo Manufacturing Company,
Inc. and its wholly-owned subsidiary
Diamond Cap Company, Inc. (the "Sellers"), each of which has
principal offices in Mesquite, Texas.  The
aggregate purchase price for the acquired assets of both companies
and covenants not to compete given by the
Sellers and their shareholders, was $1,100,000 consisting of
$45,000 paid in cash, including $24,000 paid on
the non-compete agreements, the execution and delivery of
promissory notes ("Purchase Notes") in the
aggregate principal amount of $855,000 and $200,000 payable
pursuant to the remainder owed on the non-
compete agreements.  Numo also entered into consulting agreements
with the two shareholders of the Sellers
for a term of one year pursuant to which Numo paid each of such
consultants $224,000 on May 1, 1997.




2.   ACQUISITIONS - Continued
In order to finance the cash portion of the purchase price and the
consulting fees paid at the time of the closing,
the Company borrowed $550,000 from Blind John, LLC which is wholly-
owned by members of the family of
John Sanford, of which Mr. Sanford is a less than 3% owner.  The
loan bore interest at the annual rate of 10
percent and the outstanding principal balance was repaid in full,
with interest on July 9, 1997.  The Company
paid an origination fee to the lender in the amount of $3,500 and
an additional loan origination fee in the
amount of $30,000 was payable on or before May 1, 1998. In lieu of
receiving payment of the $30,000
additional origination fee, Blind John, LLC has the right to
exercise an option to (1) purchase the number of
shares of common stock of the Company equal to 3% of the Company's
fully diluted shares of common stock at
the time of such election, (2) a cash fee of $10,000 and 2% of the
Company's fully diluted shares of common
stock at the time of such election or (3) a cash fee of $20,000
and 1% of the Company's fully diluted shares of
common stock at the time of such election, provided the Company
has sufficient shares of common stock which
are then authorized and unissued available for purchase by the
lender.  On April 16, 1998, the Company and
Blind John, LLC agreed to extend the exercise period to May 1,
1999.
Numo continues the pre-existing business activities of Numo
Manufacturing Company, Inc. and Diamond Cap
Company, Inc. at the same premises in Mesquite, Texas for which it
entered into a lease agreement with one of
the selling entities for a term of 7 years at an annual base rent
of $76,000.   Numo's primary business activity is
custom manufacturing, sewing and decorating of a variety of cloth
and vinyl bags, pocket coolies and related
accessories.  Similar to Houze Glass Corporation, Numo's sales are
made through sales representatives and are
generally for advertising specialties, premiums, souvenirs and the
retail trade.
The acquisition was accounted for using the purchase method of
accounting and, accordingly, the consolidated
financial statements include Numo's operations from the date of
acquisition.  The amounts paid in connection
with consulting agreements of $450,000 are being amortized over
the terms of such agreements, which is 12
months.  The amounts paid for covenants not to compete of $224,000
are being amortized over the terms of
those agreements, which is 3 years.  The Company allocated the
remaining excess of purchase price over net
assets acquired, which was approximately $95,000, to goodwill,
which is being amortized over 20 years.
Acquisition costs incurred in connection with this purchase
transaction which consisted principally of
professional and borrowing fees, were not material.  The following
table sets forth the unaudited pro forma
combined condensed results of operations for the year ended
December 31, 1997 and for the year ended
December 31, 1996, and assumes that the foregoing purchase
transaction had been consummated as of January
1, 1997 and 1996, respectively.  These pro forma results are not
necessarily indicative of the results that would
have been achieved had these acquisitions occurred on the dates
indicated or that may occur in the future.


2.   ACQUISITIONS - Continued







Year ended December 31,






1997

1996






(Unaudited)

(Unaudited)










Revenues




 $                9,682,000

 $                9,315,000










Loss from operations



 $                 (861,000)

 $                  (609,000)










Net income (loss)



 $                   326,000

 $                  (617,000)










Earnings (loss) per share:






     Basic




 $                          0.10

 $                        (0.19)










    Diluted




 $                          0.09

 $                        (0.19)











On November 12, 1997, the Company formed a new Nevada limited-
liability company, Houze West.  In
January 1998, the Company's ownership interest decreased to 75%
when an unaffiliated company, Cactus
Enterprises, LLC, purchased a 25% interest. Houze West was to
operate in the same business segment as the
Company, primarily in the decoration of mugs and glassware, and be
a manufacturing and sales distribution
center to the Company's customers in the western United States.
The Company made an initial capital
contribution to Houze West in the amount of $36,000. This capital
contribution was accounted for using the
equity method of accounting. During 1998 Houze West was shut down
and the operations were transferred to
Houze.  The Company plans to dissolve Houze West in the near
future.

          On February 18, 1998, the Company formed a new
subsidiary, BBP, a Texas limited-liability company to sell
surplus building supplies. On February 26, 1998, BBP purchased
inventory and other assets of B.J.'s
Warehouse, a Texas company.  The purchase price was $150,000, of
which $125,000 was paid in cash, and the
balance was payable in the form of a promissory note in the amount
of $25,000, over 24 months with interest
calculated at 8% per annum.  In 1998, the Company capitalized BBP
in the amount of $77,000, and made a
demand loan in the amount of $49,000.  To finance the
capitalization and loan to BBP the Company borrowed
$140,000, including $60,000 from Combahee Partners, L.P.
("Combahee"), and $40,000 from a company of
which Brett R. Smith, a member of the Company's board of
directors, is the principal owner.  These loans are
payable on demand.


3.   DISCONTINUED OPERATIONS

In connection with the 1994 sale of a wholly owned subsidiary,
Northern Engineering Corporation
("Northern"), the Company's crane business segment, the Company
received a secured promissory note (the
"Note") in the principal amount of $750,000 repayable on or before
May 1, 1999. The Note was secured by a
mortgage on property included in the sale. The purchaser after
paying $300,000 had the option to prepay the
remaining principal balance of the Note by June 30, 1995.  Such
prepayment was not made, and therefore,
under the Note agreement, the purchaser was to additionally
compensate the Company $50,000 by July 15,
1995, of which $10,000 had been paid.  As a result, the Company
believed that the principal amount of the
Note and accrued interest thereon was not collectible, and
therefore had made a full valuation reserve in the
March 31, 1997 and December 31, 1996 financial statements for the
remaining principal balance in the amount
of $490,000, plus $6,000 for accrued interest.  On July 1, 1997,
the principal and accrued interest on the Note
were paid in full in the aggregate amount of $540,000, including
accrued interest of $6,000 and $44,000
representing 30 percent of the amount that the Company was
entitled to receive if the Mortgaged Property was
sold in excess of $750,000.  As a result, as of June 30, 1997, the
valuation reserve for principal of $490,000
and interest of $6,000 were reversed, and included in other income
and interest income, respectively.

4.   INVENTORIES

Inventories consisting of material, labor and overhead are as
follows:






December 31,





1998

1997

Raw materials



          $          1,045,000

          $            968,000

Work in process


               124,000

                 18,000

Finished goods


               283,000

                 67,000













 $         1,452,000

 $         1,053,000














5. PROPERTY AND EQUIPMENT

The following is a summary of the major classifications of
property and equipment:






December 31,






1998

1997

Land




 $            18,000

 $            18,000

Buildings and improvements


             687,000

             667,000

Machinery and equipment


          2,084,000

          2,034,000

Construction in progress


                76,000

                      -






          2,865,000

          2,719,000

Less:  accumulated depreciation


        (2,111,000)

        (2,013,000)















 $          754,000

 $          706,000











Depreciation expense totaled $113,000, $91,000 and $62,000 for the
years ending December 31, 1998, 1997
and 1996, respectively.

6. ACCOUNTS RECEIVABLE

          Accounts receivable consists of the following:







December 31,






1998

1997

Accounts receivable - trade


 $       1,709,000

 $      1,451,000

Accounts receivable - employees


                24,000

               15,000

Accounts receivable - related parties

                  6,000

                 5,000






          1,739,000

         1,471,000

Less:  allowance for doubtful accounts

           (146,000)

          (143,000)















 $       1,593,000

 $      1,328,000























7. OTHER CURRENT LIABILITIES

Other current liabilities consist of the following:







December 31,






1998

1997

Accrued pension expense


 $            60,000

 $                     -

Accrued accounting expense


                49,000

                        -

Accrued  bonus



                        -

                80,000

Accrued selling expense


                26,000

                26,000

Other accrued expenses


             114,000

                30,000

Due to non-affiliates



             154,000

             154,000

Other




                  4,000

             105,000















 $          407,000

 $          395,000












8.   INCOME TAXES

     As of December 31, 1998 and 1997 the Company provided a full
valuation allowance for the net deferred tax
assets of $871,000 and $570,000, respectively.  The deferred tax
assets primarily result from net operating loss
carryforwards and certain differences in the tax basis and book
basis of inventories, receivables and liabilities.

The deferred tax asset consists of the following:





 December 31,




1998

1997

Allowance for doubtful accounts
 $            46,000

 $            43,000

Inventory reserve

                44,000

                35,000

Net operating loss carryforward
             781,000

             492,000




             871,000

             570,000

Less:  valuation allowance
           (871,000)

           (570,000)











 $                     -

 $                     -











8.   INCOME TAXES  - Continued

     The reported tax provision and a computed tax benefit based
on the income (loss) before income taxes are
reconciled as follows:





Year ended December 31,




1998

1997

1996

Income (loss) before income taxes
 $ (290,000)

 $   497,000

 $    (58,000)

Statutory rate

35%

35%

35%

    Total computed tax expense (benefit)
     (102,000)

       174,000

       (20,000)

(Decrease) increase in taxes resulting from:






    Reversal of environmental valuation allowance
                  -

     (271,000)

                  -

    Non deductible items
         13,000

                  -

                  -

    Effect of net operating losses for which






      no tax benefit is available
         89,000

         97,000

         20,000













 $              -

 $              -

 $              -











9.   SHORT-TERM BORROWINGS

     On March 4, 1994, Houze entered into an agreement with a bank
for a revolving line of credit facility in an
amount not to exceed $400,000.  Advances on such line of credit
bear interest at the lending bank's prime rate
plus 3.5%.  In addition, the bank is entitled to reimbursement of
fees for auditing Houze's accounts receivable
during the term of the commitment.  Advances are collateralized by
accounts receivable, inventory and an
assignment of a $50,000 Certificate of Deposit from Fay Penn
Economic Development Council and a $100,000
Certificate of Deposit from the Company, and are guaranteed by the
Company and Mr. Sanford. The revolving
line of credit facility maturity was extended from December 31,
1995 to September 30, 1998 with a limit of
$500,000.  Upon maturity, the Company executed a revolving line of
credit facility with a different bank for the
lesser of $750,000 or, the sum of 80% of eligible accounts plus
100% of cash collateral, as defined in the
agreement.  Interest is payable monthly at prime plus .75% or
prime plus 1.25%, depending on the security of
cash collateral.  Advances are collateralized by Houze's
equipment, inventory, and accounts receivable as well
as the real property owned by Houze, secured under an open-end
mortgage, and are guaranteed by Mr. Sanford.
This revolving line of credit facility's initial maturity is March
31, 1999.  The Company plans to renew the line
upon maturity.

The short-term borrowings of Houze are as follows:




Year ended December 31,




1998

1997

1996

End of year balance

 $   612,000

 $   421,000

 $   140,000

Maximum amount outstanding during the year
 $   612,000

 $   479,000

 $   419,000

Average balance outstanding during the year
 $   532,000

 $   314,000

 $   259,000

Weighted average interest rate during the year
9.40%

11.50%

11.50%

Interest rate at year end

9.00%

11.50%

11.30%



10.  NOTES PAYABLE AND DUE TO AFFILIATES

     As of December 31, 1998 and 1997, the Company had notes
payable to majority owners in the aggregate of
$1,500,000 that bore interest at the prime rate and are
convertible to 956,937 shares of the Company's common
stock.  These notes payable originated in 1982.  The Company also
has amounts due to affiliates of $1,076,000
each year relating to an assignment of unpaid amounts owed by the
Company to former controlling
shareholders.

     As discussed in Note 2, in connection with the acquisition of
certain assets and liabilities of Numo
Manufacturing Company, Inc. and Diamond Cap Company, Inc., Numo
entered into Purchase Notes in the
aggregate principal amount of $855,000 and $200,000 payable
pursuant to non-compete agreements, described
as follows.  The Purchase Notes and amounts payable under the non-
compete agreements bear interest initially
at the rate of 8% per annum subject to adjustment on each April 1
and October 1, with the first adjustment to
occur on October 1, 1997.  On each adjustment date (October 1 and
April 1) the interest rate shall be increased
or decreased (but not below 8% per annum or above 11% per annum)
by an amount equal to 50% of the
difference between the prime rate published by The Wall Street
Journal on the adjustment date in question and
the immediately preceding adjustment date.  Principal and interest
payable on the Purchase Notes and under the
non-compete agreements will be paid on the first day of each
January, April, July and October, commencing on
July 1, 1997.  The entire unpaid principal balance on all such
obligations shall be due and payable on April 1,
2004.  The Purchase Notes are secured by a pledge of substantially
all of the acquired assets.  In addition,
payment of the Purchase Notes is guaranteed by the Company.  The
balance outstanding on these Notes as of
December 31, 1998 and 1997 was $939,000 and $1,013,000,
respectively.

     In order to finance the cash portion of the purchase price
and the consulting fees paid at the time of the closing,
the Company borrowed $550,000 from Blind John, LLC which is wholly-
owned by members of the family of
John Sanford, the Company's President, of which Mr. Sanford is a
less than 3% owner.  The loan bore interest
at the annual rate of 10 percent and the outstanding principal
balance was repaid in full, with interest on July 9,
1997 using the proceeds collected from the Northern note.

     LMP has a promissory note payable to a bank in the original
principal amount of $70,000, repayable over 7
years with interest calculated at 1% over the bank's prime
interest rate.  The payment of principal is
indemnified by Mr. Sanford.  The note matures on February 22,
2002.  The balance of this note as of December
31, 1998 and 1997 was $37,000 and $47,000, respectively.

     In connection with the purchase of certain assets of B. J.'s
Warehouse, BBP signed a promissory note with an
individual in the amount of $25,000.  The balance is payable over
24 months with interest calculated at 8% per
annum.  The balance on this note was $16,000 at December 31, 1998.

     During the year ended December 31, 1998, BBP made short-term
borrowings from three related parties; Mr.
Sanford, Mr. Zanin, who is a member of the board of directors, and
Combahee, a limited partnership in which
Mr. Sanford is the general partner.  As of December 31, 1998, BBP
owed combined principal amounts totaling
$53,000.  Interest is calculated at 8% per annum.




10.  NOTES PAYABLE AND DUE TO AFFILIATES - Continued

     During the years ended December 31, 1998 and 1997, the
Company from time to time made short-term
borrowings from Combahee.  As of December 31, 1998 and 1997 the
Company owed $13,000 and $66,100 to
Combahee payable on demand with interest calculated at 8% per
annum.

During the year ended December 31, 1998 and 1997, the Company made
short-term borrowings from Mr.
Sanford's mother.  As of December 31, 1998 and 1997 the Company
owed $0 and $50,000 payable on demand
with interest calculated at 10% per annum.

The Company also has a minor capital lease obligation for computer
equipment.  As of December 31, 1998 and
1997 future lease payments totaled $3,000 and $6,000,
respectively.

     The following summarizes the note payable and due to
affiliate balances as described herein:







December 31,






1998

1997

Notes payable to majority owners


 $     1,500,000

 $      1,500,000

Due to affiliates



        1,076,000

         1,076,000

Numo Purchase Notes



            939,000

         1,013,000

LMP promissory note



              37,000

               47,000

BBP promissory note



              16,000

                       -

BBP related party short-term borrowings

              53,000

                       -

Short-term borrowing from Combahee

              13,000

               66,000

Short-term borrowing from Mr. Sanford's mother

                       -

               50,000

Capital lease obligation


                3,000

                 6,000






 $     3,637,000

 $      3,758,000










Reconciliation of above to balance sheet:










December 31,






1998

1997

Current portion of notes payable


 $        175,000

 $           85,000

Due to affiliates



        1,076,000

         1,192,000

Notes payable to affiliates


        1,256,000

         1,256,000

Notes payable to others


        1,130,000

         1,225,000






 $     3,637,000

 $      3,758,000









     Future maturities of notes payable as of December 31, 1998
are as follows:



1999




 $         175,000


2000




         1,602,000


2001




            106,000


2002




            102,000


2003




            111,000


Thereafter




            465,000







 $      2,561,000



11. PENSION PLAN

Houze has a defined benefit plan covering hourly-paid employees.
Contributions are computed using the
projected unit credit method of funding, the objective of which is
to fund each participant's benefits under the
plan as they accrue.  Houze's funding policy is to contribute the
minimum amount required by the Employee
Retirement Income Security Act of 1974.  During 1998, 1997 and
1996, no contributions were required to be
made under the plan.

The net periodic benefit cost for the plan in 1998, 1997 and 1996
was $29,000, $37,000 and $42,000,
respectively.  The components of the net periodic benefit cost are
as follows:





Year ended December 31,




1998

1997

1996

Service cost

 $      51,000

 $      41,000

 $      41,000

Interest cost

          43,000

          42,000

          43,000

Expected return on plan assets
        (52,000)

                  -

                  -

Amortization of prior service cost
            3,000

                  -

                  -

Amortization of unrecognized net gain
          (7,000)

                  -

                  -

Amortization of unrecognized net transition asset
          (9,000)

          (9,000)

          (9,000)

Unrealized gain on plan experience
                  -

     (107,000)

     (129,000)

Actual return on plan assets
                  -

          70,000

          96,000

   Net periodic benefit cost
 $      29,000

 $      37,000

 $      42,000











The following sets forth the change in the benefit obligation and
plan assets.  For 1997 and prior years,
information regarding the change in benefit obligation, change in
plan assets, funded status and accrued benefit
cost is not readily available.







December 31,






1998

Change in benefit obligation





  Benefit obligation at beginning of year


 $          635,000

  Service cost




               51,000

  Interest cost




               43,000

  Actuarial gain




             (36,000)

  Benefits paid




             (41,000)

     Benefit obligation at end of year


             652,000








Change in plan assets





  Fair value of plan assets at beginning of year


             699,000

  Actual return on plan assets



               31,000

  Benefits paid




             (41,000)

     Fair value of plan assets at end of year


             689,000








     Funded status



               37,000




11. PENSION PLAN - Continued







December 31,






1998

  Funded status (carried forward from previous page)

 $            37,000

  Unrecognized net transition asset


             (54,000)

  Unrecognized net gain



           (186,000)

  Unrecognized prior service cost


               31,000








     Accrued benefit cost



 $        (172,000)








An assumed weighted average discount of 7% and a rate of return on
assets of 8% were used in developing this
data.

Plan assets were invested in a managed portfolio, consisting
primarily of corporate bonds and common stock.

12. RELATED PARTY TRANSACTIONS

There were no charges from affiliates for the years ended December
31, 1998, 1997 and 1996.

Information concerning certain other transactions between the
Company and other corporations or entities
which may be deemed to be affiliates or related parties of the
Company is included elsewhere herein.

13. LEASES

The Company leases office and manufacturing space as well as
various pieces of equipment.

Minimum annual rental commitments under noncancelable operating
leases are as follows:


Year ending December 31:






1999




 $       173,000


2000




 $       173,000


2001




 $       173,000


2002




 $       170,000


2003




 $       109,000


Rent expense for the years ended December 31, 1998 and 1997 was
$214,000 and $51,000, respectively.  There
was no rent expense in 1996.





14. COMMITMENTS AND CONTINGENCIES

The Company had incurred losses from operations and as of December
31, 1998, the Company had a
stockholders' deficiency of $3.8 million and a consolidated
working capital deficit of $1.7 million.

The Company's ability to meet its cash requirements in the next
year is dependent upon substantial
improvement in the results of operations and cash flows and
maintaining and renewing its financing from its
bank or others.  If these conditions are not satisfactorily
achieved, the Company may be unable to generate
sufficient cash flow to meet its requirements, and therefore, may
be unable to continue operations.

The financial statements have been prepared on a going concern
basis, and accordingly, do not include any
adjustments relating to the recoverability and classification of
recorded asset amounts nor do they include
adjustments to the amounts and classification of liabilities that
might be necessary should the Company be
unable to continue in existence or be required to sell its assets.

In February 1993, the Company became aware that certain of the
products of Houze may have contained
concentrations of lead and cadmium at levels that might constitute
hazardous waste.  While after testing, it was
ascertained that products currently being produced by Houze were
within acceptable levels, certain products,
generally those produced prior to 1980, had unacceptable levels of
lead and cadmium.  These products produced
prior to 1980 had been disposed of in a disposal site located on
Houze's property.  The Pennsylvania
Department of Environmental Protection ("PDEP") and the Company
agreed to a consent order on September
22, 1994, which outlined a plan for Houze to remove and
encapsulate all of the hazardous waste and thereby
comply with residual waste pile closure requirements.  The
estimated cost of the Company's original plan of
remediation was increased during 1993 to $900,000 from $200,000,
based on advice from its consultant.  These
costs were provided for in the Company's 1993 consolidated
financial statements.  The Company incurred
actual remediation expenses in the aggregate amount of $215,000,
of which $45,000, $25,000 and $41,000 were
charged to the reserve in 1997, 1996 and 1995, respectively.  On
February 12, 1998, a final closure inspection
was conducted by the PDEP.  On February 23, 1998, the PDEP
determined that the Company had satisfactorily
complied with the requirements of the consent order, and the
Company was released from any further obligation
with respect to such consent order.  Accordingly, as of December
31, 1997, the balance of the reserve in the
amount of $775,000 was reversed into other income.

The Company is from time to time involved in other routine
litigation incidental to its business, the outcome of
which, in the opinion of management, will not have a material
adverse effect on the Company's consolidated
financial position or results of operations.






15. STOCKHOLDERS' DEFICIT

The components of stockholders' deficit and the changes therein
for the three years ending December 31, 1998
are as follows:





Capital in

Minimum



Total



Common

Excess of

Pension

Accumulated

Stockholders'



Stock

Par Value

Liability

Deficit

Deficit

Balance December 31, 1995

 $        3,321,000

 $         7,464,000

 $     (111,000)

 $          (14,715,000)

 $          (4,041,000)

Net loss

                            -

                            -

                      -

                      (58,000)

                   (58,000)

Reduction in minimum pension











   liability

                            -

                            -

            88,000

                                 -

                    88,000

Balance December 31, 1996

            3,321,000

            7,464,000


(23,000)

              (14,773,000)

             (4,011,000)

Net income

                            -

                            -

                      -

                     497,000

                  497,000

Reduction in minimum pension











   liability

                            -

                            -

            23,000

                                 -

                    23,000

Balance December 31, 1997

            3,321,000

            7,464,000

                      -

              (14,276,000)

             (3,491,000)

Net loss

                            -

                            -

                      -

                    (290,000)

                 (290,000)

Balance December 31, 1998

 $        3,321,000

 $         7,464,000

 $                   -

 $          (14,566,000)

 $          (3,781,000)














Changes in issued shares during the three years ending December
31, 1998 are as follows:







Preferred

Common






Stock

Stock

Balance at December 31, 1995


                   -

     3,321,039

Issuance of shares



                   -

                   -

Balance at December 31, 1996


                   -

     3,321,039

Issuance of shares



                   -

                   -

Balance at December 31, 1997


                   -

     3,321,039

Issuance of shares



                   -

                   -

Balance at December 31, 1998


                   -

     3,321,039











Preferred Stock -The board of directors of the Company has the
authority to issue shares of preferred stock in
one or more series and to fix the designations, relative powers,
preferences, rights, qualifications, limitations
and restrictions of all shares of any series, including without
limitation, dividend rates, conversion rights,
voting rights, redemption and sinking fund provisions, liquidation
preferences and the number of shares
constituting the series, without any further vote or action by the
holders of common stock.  There are no shares
of preferred stock issued or outstanding.

Common Stock - The holders of the Company's common stock are
entitled to one vote for each share held of
record on all matters submitted to a vote of shareholders.
Subject to the preferential rights of any issued and
outstanding preferred stock, holders of common stock are entitled
to receive ratably such dividends, if any, as
may be declared by the board of directors out of funds legally
available.  Holders of common stock have no
preemptive rights, no cumulative voting rights and no




15.  STOCKHOLDERS' DEFICIT - Continued

     rights to convert their shares of common stock to any other
securities of the Company or any other party.

     The Company did not declare or pay any cash dividends during
the past two years.  The applicable provisions
of the Business Corporation Act of Illinois, the Company's
jurisdiction of incorporation, limit the payment of
dividends to an amount equal to the difference between the assets
of a corporation and its liabilities.  No
dividends were permitted to be paid by the Company in 1998 or 1997
pursuant to these restrictions.  The
Company has no present plans for the payment of any dividends.

15. OTHER MATTERS

In May 1997, the Company learned that its state of incorporation,
Illinois, administratively dissolved the
Company for failure to file the State of Illinois Domestic
Corporation Annual Report for 1995 and 1996.  In
July 1997, the Company filed with the Secretary of State of
Illinois for reinstatement retroactive to June 1,
1995, and amended its name from Wilson Brothers to Wilson Brothers
USA, Inc.  Effective August 20, 1997,
the Company was notified by the State of Illinois that its
certificate of incorporation was reinstated.

Effective March 1, 1998, Harris Trust and Savings Bank ("Harris")
terminated its appointment as the
Company's transfer agent and registrar due to overdue balances and
non-payment of its invoices for fees.
Harris will not release the Company's records and stock
certificate inventory for further processing until the
Company pays Harris all past due fees plus reimbursement of
reasonable expenses.

The Company has been delinquent with various filings required by
the SEC in 1998.

16. NON-CASH INVESTING AND FINANCING ACTIVITIES

As discussed in Note 2, in 1997, the Company acquired assets net
of assumed liabilities in connection with the
acquisition of Numo in exchange for notes payable of $1,055,000.
The Company also acquired $6,000 in
equipment through related capital lease obligations.

As discussed in Note 2, in 1998, BBP purchased inventory and other
assets of B.J.'s Warehouse in exchange for
$125,000 cash and a note payable of $25,000.

18.  SUBSEQUENT EVENTS

On April 1, 1999 BBP and an unrelated entity, Super Surplus, Inc.,
formed Bargain Building Products, Inc.
("BBP, Inc")  in which BBP owned a 90% interest.  BBP transferred
its assets and liabilities to BBP, Inc.  No
gain or loss was recorded on the transaction.  On September 30,
1999 BBP was dissolved and its 90% interest in
BBP, Inc. was transferred to the Company.


Item 9.   Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.

The Company previously reported a change in accountants on Form 8-
K filed October 4, 2000.

PART III

Item 10.  Directors and Executive Officers of the Registrant.

The table below sets forth the names, ages and positions of the
Company's directors and executive officers
as of December 31, 1998:

Name
Age
Position
John H. Sanford (1)
34
President, Vice President and Chief
Financial Officer, Treasurer, Secretary
and Director
Brett R. Smith
34
Director
Frank J. Zanin, Jr. (1)
33
Director
Michael Hicks
32
Vice President, Numo Manufacturing
Acquisitions, Inc.
David Weimer
43
General Manager and Controller, Houze
Glass Corporation

(1) Effective as of March 1, 2000, the Board of Directors
appointed Mr. Frank J. Zanin, Jr., the Company's
then Chief Financial Officer, as Chief Executive Officer, Chief
Financial Officer and Secretary of the Company.  Mr.
Zanin has been running the day-to-day business of the Company
since his appointment as Chief Executive Officer.

The Board of Directors currently consists of three directors.  Mr.
Sanford was appointed to the Board of
Directors in April 1995 filling the vacancy caused by the
resignation of Mr. Ted Nicholson on May 12, 1994.  Mr.
Brett R. Smith and Mr. Frank J. Zanin, Jr. were appointed to the
Board of Directors on April 17, 1997 and April 24,
1997, respectively, to fill the vacancies created by the death of
Mr. Bruce Paprella on April 21, 1996 and resignation
of Mr. Arthur Williams on April 4, 1995.  Directors hold office
until the next annual meeting of shareholders or until
their successors are elected and qualified.  Directors who are
employees of the Company do not receive an annual
retainer or meeting attendance fees.

The Company's officers are elected by the Board of Directors and
hold office at the discretion of the Board.

John H. Sanford has been President of the Company since the death
of Mr. Paprella in 1996 and continues
to serve as Vice President, Chief Financial Officer and Treasurer
of the Company, a position he has held since
March 7, 1994.  He also became Secretary of the Company and a
Director in April 1995.  Mr. Sanford has been an
equity trader for Carr Securities, Inc., a New York brokerage firm
since 1993.  Mr. Sanford earned his M.B.A. from
the University of North Carolina at Chapel Hill in 1993.

Brett R. Smith has been a director since April 17, 1997.  In 1993
he co-founded and has been a principal
of Counter Culture Coffee in Durham, North Carolina.  Mr. Smith
earned his M.B.A. from the University of North
Carolina at Chapel Hill in 1993.


Frank J. Zanin, Jr. has been a director since April 24, 1997.  Mr.
Zanin has served as a Financial Analyst
for Roper Health Systems, Inc. since 1993.  Mr. Zanin earned his
M.B.A. from The College of William and Mary in
1991.

Michael Hicks has been Vice President of Sales and Marketing of
Numo since 1997.  Prior to that he was
Vice President of Sales of Custom Printing, Inc.

     David Weimer has been General Manager and Controller of Houze
since 1997.  Prior to that he was Cost
Accountant of Houze.


     Director Compensation

         The Company has not provided any compensation to its
directors for service rendered in 1998.

     Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires executive officers, directors
and beneficial owners of more than 10% of the Company's common
stock (the "Company Reporting Persons") to
file reports of ownership and changes in ownership with the
Securities and Exchange Commission.  Based on our
review of the report forms that were filed, the Company believes
that during 1998 none of the filing requirements
applicable to the Company Reporting Persons were complied with.
Mr. Brett R. Smith has not filed a Form 3 in
connection with his appointment to the Company's Board of
Directors on April 17, 1997.  Mr. Frank Zanin has not
filed a Form 3 in connection with his appointment to the Company's
Board of Directors on April 24, 1997.  Mr.
Walter P. Carucci has not filed a Form 4 in connection with the
purchase of interests in the Convertible Note by
Carucci Family Partners on August 12, 1997.

Item 11.  Executive Compensation.

The following table sets forth the compensation of John H. Sanford
for the years ended December 31,
1998, 1997 and 1996.  Mr. Sanford deferred 100% of his
compensation in 1997 and 1996.

Name
1998
1997
1996
John H. Sanford
President, Treasurer, Secretary and Director
$55,000
$12,000
$67,000

Until August 1998, Mr. Sanford held a position with a non-
affiliated company that paid him compensation.
The officer devoted the time to the Company and to his non-
affiliated employer as was necessary for the effective
discharge of his duties.  Since January 1999, Mr. Sanford has
devoted all of his time to the Company.

Compensation Committee Interlocks and Insider Participation

     The Company has no compensation committee.  As a director or
the Company, Mr. Sanford participated in
the deliberations of the Board of Directors concerning executive
compensation.




Item 12.  Security Ownership of Certain Beneficial Owners and
Management.

The following table sets forth information regarding the
beneficial ownership of shares of the Company's
common stock, as of December 31, 1998, by each person who
beneficially owns more than five percent of such
shares, by each director of the Company, by each executive officer
named in Item 10 and by all directors and
executive officers of the Company as a group.  Each person named
in the table has sole voting and investment power
with respect to all shares of common stock shown as beneficially
owned by him or it, except as otherwise set forth in
the notes to the table.

Name and Address(1)
of Beneficial Owner
Amount of
Beneficial Ownership

Percent
John H. Sanford
2,328,927(2)
56.73%
Walter P. Carucci
One Penn Plaza, Suite 4720
New York, NY 10119-0002
348,320(3)
9.97%
All Directors and
Executive Officers (3 persons)(4)
2,328,927
56.73%

(1)  Unless otherwise indicated, the address for the beneficial
owner is c/o Wilson Brothers USA, Inc., 125 King
Street, Charleston SC, 29401.
(2)  Includes (a) 780,912 shares issuable to Mr. Sanford upon
conversion of his interests in the Convertible Note of
the Company held by Mr. Sanford and (b) 3,362 shares, or 2.397% of
the total number of shares issuable to
Blind John, a limited liability company in which Mr. John H.
Sanford has a 2.397% interest, upon its exercise of
the Financing Option.
(3)  Includes (a) 179,778 shares issuable to Mr. Carucci upon
conversion of his interests in the Convertible Note of
the Company held by Mr. Carucci and (b) 168,542 shares issuable to
Carucci Family Partners, a partnership in
which Mr. Carucci is the general partner, upon conversion of its
interests in the Convertible Note of the
Company held by Carucci Family Partners.
(4)  Includes shares owned by Mr. John H. Sanford.


Item 13.  Certain Relationships and Transactions.

On January 25, 1999, in a private transaction, Mr. Sanford
purchased 150,000 shares from a private
investor for $3,300.

From time to time the Company made short-term borrowings from
Combahee, a limited partnership of
which Mr. John Sanford is the general partner ("Combahee").  The
Company borrowed approximately $138,000
during 1997 and 1998, as of December 31, 1998 the Company owed
Combahee $23,485.

From time to time the BBP made short-term borrowings from Mr.
Zanin, Mr. Sanford and Combahee.  As
of December 31, 1998, BBP owed combined principal amounts of $53,
000.

     From time to time the Company made short-term borrowings from
Mrs. Margaret S. Peyton, Mr. Sanford's
mother.  The Company borrowed approximately $155,000 during 1998,
as of December 31, 1998, the Company
owed Mrs. Peyton $0.

     To finance the capitalization and loan to BBP, the Company
borrowed $140,000, including $60,000 from
Combahee and $40,000 from Counter Culture Coffee, a wholesale
coffee company owned by Mr. Smith.

The Company and other parties, including Brett R. Smith, Board
member, formed BargainBuilders.com on
October 29, 1999 to sell surplus building supplies on the
Internet.  The Company exchanged its 90% interest in BBP,
Inc. and assumed $152,000 in liabilities from BBP, Inc. for 407
shares of BB.com, approximately a 41% interest in
BB.com.




PART IV

Item 14.  Exhibits, Financial Statements Schedules, and Reports on
Form 8-K.

(A)  1.   Financial Statements:

See Index to Financial Statements (Item 8)

2.   Financial Statement Schedule:

     II.  Valuation and Qualifying Accounts - Three years ended
December 31, 1998

All other schedules are omitted as the required information is
inapplicable or the
information is presented in the financial statements or the notes
thereto.

3.   Exhibits:

3.1
Articles of Incorporation (including all amendments thereto) of
the Company,
incorporated herein by reference from the Company's Form 10-K for
the year
ended December 31, 1980
3.2
Certificate of Resolution to Amend Articles of Incorporation as to
change of name
from Wilson Brothers to Wilson Brothers USA, Inc. incorporated by
reference
from the Company's Form 10-Q for the quarter ended June 30, 1997
3.3
By-Laws of the Company, incorporated herein by reference from the
Company's
Form 10-K for the year ended December 31, 1980
4.1
Articles of Incorporation (including all amendments thereto) of
the Company,
incorporated herein by reference from the Company's Form 10-K for
the year
ended December 31, 1980
4.2
Certificate of Resolution to Amend Articles of Incorporation as to
change of name
from Wilson Brothers to Wilson Brothers USA, Inc. incorporated by
reference
from the Company's Form 10-Q for the quarter ended June 30, 1997
4.3
By-Laws of the Company, incorporated herein by reference from the
Company's
Form 10-K for the year ended December 31, 1980
10.1
Loan Agreement dated March 11, 1994 by and between Houze Glass
Corporation
and Integra Bank/South, incorporated by reference from the
Company's Form 10-K
for the year ended December 31, 1993
10.2
Security Agreement dated March 11, 1994, by and between Houze
Glass
Corporation and Integra Bank/South, incorporated by reference from
the
Company's Form 10-K for the year ended December 31, 1993
10.3
Revolving Credit Note dated September 14, 1994 between Houze Glass
Corporation and Integra Bank/South, incorporated by reference from
the
Company's Form 10-K for the year ended December 31, 1994
10.4
First Amendment to Loan Agreement and Note Modification Agreement
dated
September 14, 1994 between Houze Glass Corporation and Integra
Bank/South,
incorporated by reference from the Company's Form 10-K for the
year ended
December 31, 1994
10.5
Amended and Restated Security Agreement dated December 30, 1994
between
Houze Glass Corporation and Integra/Bank Pittsburgh, incorporated
by reference
from the Company's Form 10-K for the year ended December 31, 1994
10.6
Third Amendment to Loan Agreement and Note Modification Agreement
between
Houze Glass Corporation and Integra Bank/South dated July 21,
1995, incorporated
by reference from the Company's Form 10-K for the year ended
December 31,
1995
10.7
Fourth Amendment to Loan Agreement and Note Modification Agreement
between
Houze Glass Corporation and Integra Bank/South dated July 21,
1995, incorporated
by reference from the Company's Form 10-K for the year ended
December 31,
1995
10.8
Fifth Amendment to Loan Agreement and Note Modification Agreement
between
Houze Glass Corporation and National City Bank of Pennsylvania
dated June 18,
1996, incorporated by reference from the Company's Form 10-K for
the year ended
December 31, 1996
10.9
Sixth Amendment to Loan Agreement and Note Modification Agreement
between
Houze Glass Corporation and National City Bank of Pennsylvania
December 20,
1996, incorporated by reference from the Company's Form 10-K for
the year ended
December 31, 1996
10.10
Asset Purchase Agreement between Numo Manufacturing Company, Inc
and
Diamond Cap Company, Inc, and Numo Manufacturing Acquisition, Inc,
April 30,
1997.*
10.11
Loan agreement made and entered into this 1st day of May, 1997, by
and between
Blind John, LLC and the Company.*
10.12
Numo Manufacturing Acquisitions, Inc's promissory notes to Numo
Manufacturing Company, Inc and Diamond Cap Company, Inc dated May
1,
1997.*
11.1
Computation of Earnings (Loss) per Common and Equivalent Share -
Five Years
Ended December 31, 1998*
21.1
Subsidiaries of Wilson Brothers USA, Inc.*
24.1
Power of Attorney (included on signature pages hereto)
27.1
Financial Data Schedule fiscal year ended 12/31/98 (for SEC use
only)*

_______________________
*   being filed herewith.


(B)  Reports on Form 8-K

The Company did not file any reports on Form 8-K during 1998.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

WILSON BROTHERS USA, Inc.
Dated: January 23, 2001  By:    /s/ Frank J. Zanin, Jr.
Frank J. Zanin, Jr.
Chief Executive Officer and Principal Financial
Officer

We, the undersigned directors and officers of Wilson Brothers USA,
Inc. (the "Company"), do hereby
constitute and appoint Frank J. Zanin, Jr., our true and lawful
attorney-in-fact and agent, with full power of
substitution, to execute and deliver an Annual Report on Form 10-K
pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Act"), with respect to the
year ended December 31, 1998, to be filed with
the Securities and Exchange Commission, and to do any and all acts
and things and to execute any and all
instruments for us and in our names in the capacities indicated
below, which said attorney-in-fact and agent may
deem necessary or advisable to enable the Company to comply with
the Act and any rules, regulations, and
requirements of the Securities and Exchange Commission in
connection with such Report, including without
limitation the power and authority to execute and deliver for us
or any of us in our names and in the capacities
indicated below any and all amendments to such Report; and we do
hereby ratify and confirm all that the said
attorneys-in-fact and agents shall do or cause to be done by
virtue of this power of attorney.

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by
the following persons on behalf of the registrant and in the
capacities indicated and on the dates indicated.

Date
Signature
Titles
January 23, 2001
/s/ Frank J. Zanin, Jr.
Frank J. Zanin, Jr.
Chief Executive Officer, Chief Financial Officer,
Secretary and Director
(Principal Executive Officer and Principal Financial
Officer)
January 23, 2001
/s/ John H. Sanford
John H. Sanford
President and Director
January 23, 2001
/s/ Brett R. Smith
Brett R. Smith
Director

INDEX TO FINANCIAL STATEMENT SCHEDULES


Page
II.
Valuation and Qualifying Accounts - Three years ended December 31,
1998
43




Schedule II
WILSON BROTHERS USA, INC. AND SUBSIDIARIES
Valuation and Qualifying Accounts
Three years ended December 31, 1998



Description

Balance at
beginning
of year
Additions
charged to
costs and
expenses

Deductions
from
reserves

Balance at
end
of year
Year ended December 31, 1998:




     Receivables - allowance for doubtful
accounts
$143,000
$103,000
$101,000
$145,000
           Note receivable - valuation reserve
$       --

$       --
$       --
$      --
           Accrued interest - valuation reserve
$       --
$         -
$       --
$      --

Year ended December 31, 1997:




     Receivables - allowance for doubtful
accounts
$160,000
$132,000
$149,000
$143,000
           Note receivable - valuation reserve
$490,000

$       --
$490,000
$      --
           Accrued interest - valuation reserve
$6,000
$         -
$6,000
$      --

Year ended December 31, 1996:




           Receivables - allowance for
                doubtful accounts
$130,000
$86,000
$56,000
$160,000
           Notes receivable -
                 valuation reserve
$450,000
$40,000
$          -
$490,000
           Accrued interest - valuation reserve
$6,000
$        -
$        -
$6,000



EXHIBIT INDEX

3.1
Articles of Incorporation (including all amendments thereto) of
the Company,
incorporated herein by reference from the Company's Form 10-K for
the year
ended December 31, 1980
3.2
Certificate of Resolution to Amend Articles of Incorporation as to
change of name
from Wilson Brothers to Wilson Brothers USA, Inc. incorporated by
reference
from the Company's Form 10-Q for the quarter ended June 30, 1997
3.3
By-Laws of the Company, incorporated herein by reference from the
Company's
Form 10-K for the year ended December 31, 1980
4.1
Articles of Incorporation (including all amendments thereto) of
the Company,
incorporated herein by reference from the Company's Form 10-K for
the year
ended December 31, 1980
4.2
Certificate of Resolution to Amend Articles of Incorporation as to
change of name
from Wilson Brothers to Wilson Brothers USA, Inc. incorporated by
reference
from the Company's Form 10-Q for the quarter ended June 30, 1997
4.3
By-Laws of the Company, incorporated herein by reference from the
Company's
Form 10-K for the year ended December 31, 1980
10.1
Loan Agreement dated March 11, 1994 by and between Houze Glass
Corporation
and Integra Bank/South, incorporated by reference from the
Company's Form 10-K
for the year ended December 31, 1993
10.2
Security Agreement dated March 11, 1994, by and between Houze
Glass
Corporation and Integra Bank/South, incorporated by reference from
the
Company's Form 10-K for the year ended December 31, 1993
10.3
Revolving Credit Note dated September 14, 1994 between Houze Glass
Corporation and Integra Bank/South, incorporated by reference from
the
Company's Form 10-K for the year ended December 31, 1994
10.4
First Amendment to Loan Agreement and Note Modification Agreement
dated
September 14, 1994 between Houze Glass Corporation and Integra
Bank/South,
incorporated by reference from the Company's Form 10-K for the
year ended
December 31, 1994
10.5
Amended and Restated Security Agreement dated December 30, 1994
between
Houze Glass Corporation and Integra/Bank Pittsburgh, incorporated
by reference
from the Company's Form 10-K for the year ended December 31, 1994
10.6
Third Amendment to Loan Agreement and Note Modification Agreement
between
Houze Glass Corporation and Integra Bank/South dated July 21,
1995, incorporated
by reference from the Company's Form 10-K for the year ended
December 31,
1995
10.7
Fourth Amendment to Loan Agreement and Note Modification Agreement
between
Houze Glass Corporation and Integra Bank/South dated July 21,
1995, incorporated
by reference from the Company's Form 10-K for the year ended
December 31,
1995
10.8
Fifth Amendment to Loan Agreement and Note Modification Agreement
between
Houze Glass Corporation and National City Bank of Pennsylvania
dated June 18,
1996, incorporated by reference from the Company's Form 10-K for
the year ended
December 31, 1996
10.9
Sixth Amendment to Loan Agreement and Note Modification Agreement
between
Houze Glass Corporation and National City Bank of Pennsylvania
December 20,
1996, incorporated by reference from the Company's Form 10-K for
the year ended
December 31, 1996
10.10
Asset Purchase Agreement between Numo Manufacturing Company, Inc
and
Diamond Cap Company, Inc, and Numo Manufacturing Acquisition, Inc,
April 30,
1997.*
10.11
Loan agreement made and entered into this 1st day of May, 1997, by
and between
Blind John, LLC and the Company.*
10.12
Numo Manufacturing Acquisitions, Inc's promissory notes to Numo
Manufacturing Company, Inc and Diamond Cap Company, Inc dated May
1,
1997.*
11.1
Computation of Earnings (Loss) per Common and Equivalent Share -
Five Years
Ended December 31, 1998*
21.1
Subsidiaries of Wilson Brothers USA, Inc.*
24.1
Power of Attorney (included on signature pages hereto)
27.1
Financial Data Schedule fiscal year ended 12/31/98 (for SEC use
only)*



Exhibit 10.10

ASSET PURCHASE AGREEMENT



     THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made and
entered into as of this 30th day
of April, 1997 and is by and between NUMO MANUFACTURING COMPANY,
INC., a Texas Corporation
("Numo") and DIAMOND CAP COMPANY, INC., a Texas Corporation,
("Diamond Cap"), jointly referred to as
"Sellers", and NUMO MANUFACTURING ACQUISITION, INC., a Texas
Corporation, or its assigns ("Buyer").


WITNESSETH

     Sellers are Texas corporations with their principal place of
business at 700 Hickory Tree Road, Mesquite,
Texas.

     Sellers are willing to sell and transfer their business
assets to Buyer and Buyer desires to purchase the
business assets in accordance with the terms set forth herein.

     In consideration of the foregoing recitals, the covenants and
agreements contained herein, including, but
not limited to, the payments herein described, and other good and
valuable consideration, the full receipt and
sufficiency of which is hereby acknowledged by each of the parties
hereto, the parties agree as follows.

ARTICLE 1  Transfer of Assets.

1.1       Transfer of Assets; Liabilities.

1.1.1 Transfer of Assets to Buyer by Sellers.  Upon and subject to
the terms and conditions stated in
this Agreement, on the Closing Date (as herein defined), Sellers
shall convey, transfer and deliver to Buyer and
Buyer shall purchase and acquire from Sellers all of the assets
and properties of Sellers, including, without
limitation, rights under contracts and leases, personal property,
equipment, inventories, customers lists and related
information, intangibles, and goodwill, but excluding certain
assets described in Section 1.1.2 hereof (the "Excluded
Assets").  The rights, assets, property and business of Sellers to
be transferred to Buyer pursuant to this Article 1 are
hereinafter referred to as the "Purchased Assets." The Purchased
Assets shall include, without limitation, the
following:
          (a) Tangible Personal Property.  All equipment,
furniture, fixtures, office materials and supplies,
spare parts, tools, inventory (including work-in-process and raw
materials) and other tangible personal property of
every kind and description owned or held as of the date of this
Agreement by Sellers and used or useful in
connection with their business and operations, including, without
limitation, those shown on Schedule 1.1.1(a),
attached hereto and incorporated herein, and any additions,
improvements, replacements and alterations thereto
made on or before the Closing Date.

          (b) Contracts.  All contracts entered into by Sellers
set forth on Schedule 1.1.1(b) attached hereto
and incorporated herein (such Schedule 1.1.1(b) shall specify
those contracts the assignment of which requires the
consent of any third party); provided, however, that Buyer shall
assume and does hereby assume, only those
contracts set forth on Schedule 1.1.1(b).  As used in this
Agreement "contract" means any agreement, arrangement,
commitment or understanding, written or oral, express or implied,
to which the Sellers are a party or are bound.
          (c) Trademarks, etc.  All trademarks, trade secrets,
manufacturing processes and other intangible
personal property, including Sellers' corporate names or trade
names.

          (d) Files and Records.  All files and other records of
Sellers, excluding Sellers' corporate records,
records relating to unassumed liabilities and records relating to
unpurchased assets.  Buyer will maintain such files
and records so long as any portion of the notes under paragraphs
1.2.1 and 1.2.2 remain unpaid, and will provide
Sellers with reasonable access to the files and records.

          (e) Goodwill.  All of Sellers' goodwill and going
concern value.

          (f) Trade Receivables, Notes Receivable, Accounts
Receivable.  All trade, note, and accounts
receivable (including all retainages and unbilled receivables) of
Sellers.

          (g) Prepaid Items.  All prepaid expenses and taxes
expended by Sellers shall be pro rated between
Buyer and Seller at Closing.

          (h) Noncompetition.  On the Closing Date the Sellers
shall execute and deliver to Buyer a
Noncompete Agreement in the form or substantially in the form of
Exhibit 1.1.1(h) attached hereto and incorporated
herein.
a
1.1.2  Excluded Assets.  The following assets shall be excluded
from the Purchased Assets and
shall be retained by Sellers:

          (a) Cash, Short-Term Investments.  All cash and short-
term investments.

          (b) Certain Assets of Employee Benefit Plans.  Pension,
profit sharing or savings plans and trusts
and the assets thereof, if any.

          (c) Other Assets.  Those assets specifically listed on
Schedule 1.1.2(c), attached hereto and
incorporated herein.

1.1.3  Assumption of Liabilities.

          (a) The Purchased Assets shall be sold and conveyed to
Buyer free and clear of all liabilities,
obligations, liens, security interests and encumbrances, except
that Buyer will, and hereby does, assume the
obligations of Sellers for those accounts payable which are set
forth on Schedule 1.1.3, attached hereto and
incorporated herein, as well as those obligations of Sellers
arising after the Closing Date under leases and contracts
assigned to Buyer, which are described in subsections 1.1.1(b)
hereof, the details of which are set forth on Schedules
1.1.1(b).  Buyer expressly does not and shall not assume any other
liabilities of Sellers nor any obligations for
amounts due to any company affiliated with the Sellers.

          (b) Sellers shall pay all of their own payroll, salary,
commissions, payroll taxes, and other taxes
accrued through the Closing Date and the same shall not be assumed
by Buyer.

1.1.4  Collection and Remittance of Accounts Receivable.  After
the Closing Date, Sellers shall
cooperate with and assist Buyer in the collection of accounts
receivable transferred and assigned to Buyer hereunder
as Buyer may from time-to-time reasonably request.  To the extent
that Sellers receive any payments toward such
assigned accounts receivables after the Closing Date, Sellers
shall promptly endorse (if necessary) and remit such
payments to Buyer.  Such cooperation and assistance by Sellers to
Buyer in the collection of accounts receivables
shall not extend to the retention of counsel or any collection
agency, nor to the institution of litigation.

1.2  Consideration.  In consideration of Sellers' performance of
this Agreement and the transfer and delivery of
the Purchased Assets to Buyer, the total consideration paid by
Buyer to Sellers hereunder (the "Purchase Price")
shall be Nine Hundred Thousand ($900,000) Dollars. The Purchase
Price, net of payment to Sellers' creditors to
clear title to the Purchased Assets, shall be payable at or prior
to Closing as follows:

          1.2.1 TO NUMO:

               (a)  Five Thousand Dollars ($5,000) in cash paid to
Sellers by funds of Wilson
Brothers pursuant to the February 13, 1997 Letter of Intent
between the parties.

               (b)  Sixteen Thousand Dollars ($16,000) in cash or
certified funds.

               (c)  Twenty Thousand Dollars ($20,000) in cash or
certified funds for the
Noncompete Agreement, in the form as set forth on Exhibit 1.1.1(h)
attached hereto and incorporated herein.

               (d)  Six Hundred and Thirty Thousand ($630,000)
Dollars by delivery of a
promissory note, in the form of Exhibit 1.2.1(c)(i), attached
hereto and incorporated herein. The promissory note
shall be secured by a security interest in the Purchased Assets,
as more particularly set forth in a security agreement
as set forth on Exhibit 1.2.1(c)(ii), attached hereto and
incorporated herein.

          1.2.2     TO DIAMOND CAP

(a)  Four Thousand Dollars ($4,000) in cash or certified funds for
the Noncompete
Agreement, in the form as set forth on Exhibit 1.1.1(h) attached
hereto and incorporated herein.

               (b)  Two Hundred Twenty-Five Thousand Dollars
($225,000) by delivery of a
promissory note, in the form of Exhibit 1.2.2(a)(i), attached
hereto and incorporated herein. The promissory note
shall be secured by a security interest in the Purchased Assets,
as more particularly set forth in a security agreement
as set forth on Exhibit 1.2.2(a)(ii), attached hereto and
incorporated herein.

          1.2.3     Accrued Salaries.  At the Closing, all accrued
salaries of Sellers as of the Closing Date
shall be satisfied by Sellers.

     1.3  The Closing.  The closing of the transactions
contemplated by this Agreement (the "Closing")
shall be effective as of April 30, 1997 and shall be held in the
offices of Looper, Reed, Mark & McGraw (the
"Closing Date"). At the Closing, each party shall execute and
deliver to the other party instruments of conveyance or
assumption as may be required by this Agreement and which shall be
in form and substance satisfactory to the other
party and its counsel.

     1.4  Allocation of Purchase Price.  Buyer and Seller agree on
an allocation of the Purchase Price
among the Purchased Assets, using the allocation method required
by  1060, of the Internal Revenue Code of 1986,
as amended and the regulations thereunder. Such allocation shall
be as set forth on the applicable IRS form and
attached hereto as Schedule 1.4, and incorporated herein. Sellers
and Buyer each agree to report the federal, slate
and local income and other tax consequences of the transactions
contemplated herein, and in particular to report the
information required by Code Section 1060(b), in a manner
consistent with such allocation and will not take any
position inconsistent therewith upon examination of any tax
return, in any refund claim, in any litigation,
investigation or otherwise.


ARTICLE 2 .  Representations and Warranties of Sellers.

     Sellers hereby jointly and severally represent and warrant to
Buyer as follows:

2.1 Incorporation.  Sellers are corporations duly organized,
validly existing and in good standing
under the laws of the State of Texas.  Sellers are duly licensed
or qualified to do business and are in good standing
and authorized to do business in the state of Texas.  Sellers have
full corporate power to carry on their business as
such businesses are now being conducted, to own and operate the
Purchased Assets, and to enter into and complete
the transactions contemplated by this Agreement.

2.2 Financials.  Sellers have delivered to Buyer copies of the
balance sheets and income statements of
Sellers as of and for the fiscal years ended May 31, 1995 and
1996, and an unaudited report of Sellers as of March
31, 1997 including balance sheets and related statements of net
income.  To the best of Sellers' knowledge the
financial statements are correct and complete.  All such financial
statements fairly present the assets and liabilities of
the Sellers as of the respective dates of the balance sheets and
the revenues and expenses of the Sellers for the fiscal
periods ended on such dates.  Since May 31, 1996 and except as
shown on interim financial statements for the
interim periods there has not been:

2.2.1 Any change in the financial condition, assets, or
liabilities of the Sellers other than
changes in the ordinary course of business, none of which, either
singularly or in the aggregate, has been materially
adverse;

2.2.2 Any damage, destruction or loss (whether or not covered by
insurance) materially
adversely affecting Sellers' business;

2.2.3 Except as set forth on Schedule 2.2.3, any increase in the
compensation payable or to
become payable by the Sellers to any of their employees or agents,
or any bonuses, payment or arrangement made to
or with any of the above other than ordinary or routine merit
increases or promotions of employees;

2.2.4 Any event or combination of events of any character,
including labor trouble, materially
adversely affecting the business of the Sellers; or

2.2.5 Any expiration, termination or cancellation of any material
contracts or arrangements of
the Sellers.

2.3  Conditions and Adequacy of Assets.  Except as otherwise
disclosed to Buyer in writing at the
Closing, the tangible assets included in the Purchased Assets are
in good operating condition and repair, reasonable
wear and tear in ordinary usage excepted, and such assets are
sufficient to run the business of Sellers.

2.4 Inventory.  The inventory (raw materials, work in process and
finished goods) reflected on the
Sellers' balance sheets were computed in accordance with Sellers'
standard accounting practice.  The inventory will
as reflected on the books of the Sellers consists of items that
are good and merchantable and of a quality presently
useable or saleable in the ordinary course of business.

2.5 Accounts Receivable.  Accounts receivable include only
receivables arising from bonafide sales of
merchandise or services arising in the ordinary course of
business.

2.6  Accounts Payable.  Accounts payable include only obligations
incurred by Sellers in the ordinary
course of business.

2.7 Contracts.

          (a)  Schedule 2.7(a) contains a complete list of all
contracts, agreements and understandings
that are necessary to conduct the business of Sellers as currently
conducted and which are expressly assumed by
Buyer pursuant to subsection 1.1.3 hereof.  Provided that any
requisite consent to the assignment thereof to Buyer
has been obtained, each of the contracts and leases constituting
part of the Purchased Assets that is in effect on the
Closing Date and is assigned to and assumed by Buyer on the
Closing Date will be valid and in full force and effect
and there will be at that time no default by either party thereto
in existence or continuing with respect thereto.  To
the best knowledge of Sellers, no facts exist which with the
passage of time or the giving of notice or both will
constitute an event of default thereunder.  Seller has provided
Buyer with access to true and complete copies of all of
the contracts and leases listed in Schedule 1.1.1(b) and the
payroll list of the Sellers as of April 30, 1997.

          (b)  In the event that any requisite consent to the
transfer of any contract hereunder cannot be
obtained, any contract for the products or services normally
performed by Sellers shall be serviced and completed by
Buyer as subcontractor in the name of Sellers with the profit or
loss thereon to be deemed the profit or loss of Buyer.
The completion of any such contract on the auspices of or in the
name of Sellers shall be without additional
consideration to Sellers except Sellers shall be reimbursed for
any costs associated therewith.  Representation and
warranties of Sellers herein with respect to the absence of any
default under any contract assumed by Buyer
hereunder shall not apply to a default caused by the assignment to
Buyer of any contract hereunder without the
requisite consent to the transfer thereof.

2.8 Trademarks.  NONE

2.9 Litigation.  Except as set forth on Schedule 2.9:  (i) Sellers
have not been operating under
or subject to, or in default with respect to, any order, writ,
injunction or decree of any court or federal, state,
municipal or other governmental department, commission, board,
agency or instrumentality, foreign or domestic;
(ii) Sellers have not received any inquiry, written or oral, from
any federal, state or local agency concerning any of
its operations or business during the 12-month period prior to the
date of this Agreement which could be expected to
have a material adverse effect on the operation of the businesses;
and (iii) there is no litigation pending by or
against, or to Sellers' knowledge threatened against, Sellers
relating to or affecting any of the Purchased Assets.

2.10. Compliance with Laws.  Sellers have substantially complied
with all laws, regulations
and orders applicable to it, and the current uses by Sellers of
the Purchased Assets do not violate any such laws,
regulations or orders.

2.11. No Violation.  The consummation by Sellers of the
transactions contemplated hereby is
not an event which, of itself or with the giving of notice or the
passage of time or both, constitutes a violation of or
will conflict with or result in any material breach of or any
default under, the terms, conditions or provisions of any
judgment, law or regulation to which Sellers or the Purchased
Assets are subject, or Sellers' Charters or bylaws, or
of any agreement or instrument to which Sellers are a party or by
which they are bound.

2.12. Brokers.  There is no broker or finder or other person who
would have any valid claim
against any of the parties to this Agreement for a commission or
brokerage fee in connection with this Agreement or
the transactions contemplated hereby as a result of any agreement,
understanding or action by Sellers.  Sellers shall
be solely responsible for the payment of any such commission or
brokerage fee.

2.13. Employee Relations.  Except as shown on Schedule 2.13, there
are no labor disputes or
proceedings pending or, to the best knowledge of Sellers,
threatened between Sellers and any of the employees and
the Sellers have no collective bargaining units representing any
of their employees.

2.14. Corporate Action.  All corporate actions and proceedings
necessary to be taken by or on
the part of Sellers in connection with the transactions
contemplated by this Agreement and necessary to make the
same effective have been duly and validly taken, or will have been
taken on or before the Closing Date, and this
Agreement has been duly and validly authorized, executed and
delivered by Sellers and constitutes a valid and
binding agreement, enforceable in accordance with and subject to
its terms.

2.15. Instruments of Conveyance: Good Title.  The instruments to
be executed by Sellers and
delivered to Buyer at the Closing, conveying the Purchased Assets
to Buyer, will transfer good, marketable title to
the Purchased Assets, free and clear of all liabilities,
obligations, liens and encumbrances.

2.16. Accounts Receivable.  Sellers have no reason to believe that
any specific account
receivable (including any retainage) included in the Purchased
Assets is not good and collectible in the normal
course of business or that accounts receivable that prove to be
uncollectible, in the aggregate exceeds Sellers reserve
for doubtful accounts.

2.17. Taxes.  Sellers have properly and accurately completed and
duly filed in correct form
with the appropriate United States, state and local governmental
agencies, all tax returns and reports required to be
filed; to the best of Sellers' knowledge such returns and reports
are accurate and complete; and Sellers have paid in
full or made adequate provisions on their financial statements for
all taxes, interest, penalties, assessments or
deficiencies shown to be due on such tax returns and reports or
claimed to be due by any taxing authority or
otherwise due and owing, including without limitation, those due
in respect of properties, income, franchises,
licenses, sales and payrolls.  Sellers have not executed or filed
with the Internal Revenue Service or any taxing
authority, domestic or foreign, any agreement or other document
extending or having the effect of extending, the
period for assessment or collection of any taxes.  Sellers are not
a party to any pending action or proceeding, nor to
the best knowledge of Sellers is any such action or proceeding
threatened, by any governmental authority for
assessment or collection of taxes and no claim for assessment or
collection of taxes have been asserted against
Sellers nor have Sellers been notified by any governmental
authority that an audit or review of any tax matter is
contemplated.  There are not tax liens (other than liens for taxes
for current and subsequent years which are not yet
due and delinquent) upon any properties or assets of Sellers,
whether real, personal, or fixed, tangible or intangible.

2.18. Pension and Other Employee Plans and Agreements.  Sellers
expressly acknowledge and
agree that Buyer shall neither assume nor bear any responsibility
for any  obligation with regard to vacation,
including accrued vacation (if any), or any employee pension,
profit sharing, insurance, bonus plans or other benefit
plans of Sellers.  Buyer will not be required to assume any
liability (past or future) in connection with any such
plans, all of which shall be terminated as of the Closing Date
without liability to Buyer.

2.19. Insider Contracts.  There are no contracts, agreements,
purchase orders, commitments,
leases, understandings or arrangements, including loan
arrangements, between Sellers and any of its officers,
directors, or shareholders, or any related or affiliated person,
corporation or other entity except as set forth on
Schedule 2.19, attached hereto and incorporated herein.

2.20. Change of Name of Sellers.  Sellers shall, on the Closing
Date, file the necessary
documents with the Secretary of State of the State of Texas and
take other required action, if any, to change their
names to names substantially dissimilar to Diamond Cap Company,
Inc. and Numo Manufacturing Company, Inc.

2.21. Suppliers.  Set forth on Schedule 2.21, attached hereto and
incorporated herein, is the true
and complete list of the names and addresses of each individual or
entity which supplied products and/or services to
the Sellers in the year prior to the Closing Date at an annual
level of $5,000 or more.

2.22. Injuries.  Except as set forth on Schedule 2.22, attached
hereto and incorporated herein,
Sellers have no knowledge of any employee injury occurring prior
to the Closing Date that may give rise to a claim,
action or suit for lost wages, unemployment, physical impairment,
or disability.  Details of any incidents giving rise
to any such claim, action or suit are contained in the files
pertaining to the employees listed on said Schedule 2.22.


ARTICLE 3.  Representations and Warranties of Buyer

Buyer represents and warrants as follows:

3.1 Incorporation.  Buyer is a corporation duly organized, validly
existing and in good
standing under the laws of the State of Texas.  Buyer is duly
licensed or qualified to do business and is in good
standing and authorized to do business in the State of Texas.
Buyer has full corporate power to enter into and to
complete the transactions contemplated by this Agreement.

3.2 No Violation.  Neither the execution and delivery of this
Agreement, nor the execution
and delivery of any agreement executed in connection with this
Agreement, nor the consummation of the purchase
of the Purchased Assets, nor the assumption of any liabilities
pursuant to this Agreement is an event which, of itself
or with the giving of notice or the passage of time or both,
constitutes a violation of or will conflict with or result in
any breach of or default under, the terms, conditions or
provisions of, any judgment, law or regulation, or Buyers's
articles of incorporation or bylaws, or any agreement or
instrument to which Buyer is a party or by which it is
bound.

3.3 Corporate Action.  All corporate actions and proceedings
necessary to be taken by or on
the part of Buyer in connection with the transactions contemplated
by this Agreement and necessary to make the
same effective have been duly and validly taken, or will have been
taken on or before the Closing Date, and this
Agreement has been duly and validly authorized, executed and
delivered by Buyer and constitutes its valid and
binding agreement, enforceable in accordance with and subject to
its terms.

3.4 Litigation.  There is no governmental investigation or any
action, suit, proceeding, claim
or development pending or, to Buyer's best knowledge, threatened
or any order, writ, injunction or decree of any
court or federal, state, municipal or other governmental
department, commission, board, agency or instrumentality,
foreign or domestic, which, in reasonable likelihood, will
adversely affect the ability of Buyer to perform its
obligations under this Agreement.

3.5 Confidentiality.  Buyer acknowledges that Seller possesses
confidential business
information and that Seller has agreed to divulge such information
to Buyer in connection with Buyer's investigation
of the Purchased Assets.  Buyer agrees not to divulge any such
confidential information to any third party and not to
use the same for any purpose if the transactions contemplated by
this Agreement are not consummated.

3.6 Brokers.  There is no broker or finder or other person who
would have any valid claim
against Buyer for a commission or brokerage fee in connection with
this Agreement or the transactions
contemplated hereby as a result of any agreement, understanding or
action by Buyer.


ARTICLE 4.  Indemnification

4.1 Indemnification of Buyer.  Sellers, jointly and severally,
hereby expressly indemnify and
hold Buyer harmless from and against any and all damages, claims,
losses, expenses, costs, obligations, and
liabilities including, without limiting the generality of the
foregoing, liabilities for attorneys' fees and all Third Party
Claims, as defined herein, and non-Third Party Claims (such items
hereinafter collectively referred to as "Loss and
Expense"), suffered, directly or indirectly, by Buyer by reason
of, or arising out of, (i) any breach of any
representation or warranty made by Sellers pursuant to this
Agreement, (ii) any failure by Sellers to perform or
fulfill any of its covenants or agreements set forth in this
Agreement, or (iii) any litigation, proceeding or claim
(including any claim for warranty repairs) by any third party,
insofar as any of the foregoing relate in any way to
Sellers' business or operations on or prior to the Closing Date or
Sellers' liabilities not assumed by Buyer; provided,
however, that Sellers do not indemnify Buyer for any Loss and
Expense arising from Buyer's own misconduct or
gross negligence.

4.2 Indemnification of Sellers.  Buyer hereby expressly
indemnifies and holds Sellers
harmless from and against any and all Loss and Expense suffered,
directly or indirectly, by Sellers by reason of, or
arising out of, (i) any breach of any misrepresentation or
warranty made by Buyer pursuant to this Agreement, (ii)
any failure by Buyer to perform or fulfill any of its covenants or
agreements set forth in this Agreement or any
agreement executed in connection herewith or any obligations
assumed by Buyer pursuant hereto, or (iii) any
litigation, proceeding or claim (including any claim for warranty
repairs) by any third party relating to the business
as conducted by Buyer after the Closing Date or Sellers'
liabilities not assumed by Buyer; provided, however, that
Buyer does not indemnify Sellers for any Loss and Expense arising
from Sellers' own misconduct or gross
negligence.

4.3 Parties in Interest.  The provisions of this Article 4 shall
be binding upon, and inure
solely to the benefit of, the parties to this Agreement and their
respective successors and assigns.  Nothing in this
Article 4 is intended to confer any right or remedy on any other
party, including governmental authorities, to relieve
or discharge the obligation or liability of any third party to
this Agreement or to give any third party any right of
subrogation or action over or against any party to this Agreement.

4.4  Procedure for Indemnification.

(1)  Claims by Third Parties.  This section deals with the
procedure for
indemnification with respect to the claims of third parties.
"Third party" means any person or entity who or which is
not a party to this Agreement, and includes claims by present and
former employees. In the event that any
indemnified party receives written notice of the commencement of
any action or proceeding by a third party, the
assertion of any claim by a third party or the imposition of any
penalty or assessment by a third party for which
indemnity may be sought pursuant to this Article IV, such
indemnified party shall promptly provide the
indemnifying party with written notice of such action, proceeding,
claim, penalty or assessment, and such:
indemnifying party shall, upon receipt of such notice, be entitled
to participate in or, at the indemnifying party's
option, assume the defense, appeal or settlement of such action,
proceeding, claim, penalty or assessment with
respect to which such indemnity has been invoked with counsel of
its choosing, and such indemnified party 'will
fully cooperate with the indemnifying parry in connection
therewith; provided that such indemnified party shall be
entitled to employ, at its own expense, counsel to represent such
indemnified party if, in such indemnified party's
reasonable judgment, a conflict of interest between the
indemnifying party and the indemnified party exists in
respect of such claim. In the event that the indemnifying party
fails to assume the defense, appeal or settlement of
such action, proceeding, claim, penalty of such indemnified party,
such indemnified party shall after ten (10) days
written notice to indemnifying party have the right to undertake
the defense or appeal of or settle or compromise
such action, proceeding, claim, Penalty or assessment on behalf of
and for the account and risk of the indemnifying
party. The indemnifying party shall not settle or compromise any
such action, proceeding, claim penalty or
assessment without Such indemnified party's prior written consent,
which shall not be unreasonably withheld, unless
the terms of such settlement or compromise release such
indemnified party from any and all liability with respect to
such claim. If the indemnified party has not responded within
thirty (30) days of notice of the proposed settlement or
compromise, the indemnifying party shall have the right to enter
into such settlement or compromise.

(2)  Claims by Parties to this Agreement.

(a)  Any indemnifiable claim shall be asserted by written notice
to the
indemnifying party.

                    (b) If rights to indemnification of a non-
third Party Claim have not been
resolved within sixty (60) days after notice thereof, the issue
will be determined by arbitration by three arbitrators,
one of whom will be appointed by Buyer and one by Sellers and the
third by the other two. The arbitration shall be
conducted pursuant to the commercial arbitration rules and
regulations of the American Arbitration Association. The
parties agree that the determination of the arbitrators shall be
final and binding. In the event of such an arbitration,
the parties will each bear the cost of their own legal expenses
and the expenses of the arbitration shall be borne
equally by the parties or as awarded by the arbitrator.

     4.5  Right to Set-Off.  In the event Buyer shall suffer any
Loss or Expense for which Sellers are
obligated to indemnify Buyer pursuant to the provisions of this
Article 4, the principal amount of the Promissory
Notes referred to in Paragraph 1.2.1 and 1.2.2, shall be reduced
pro rata by the amount of any such Loss or Expense
and the payment schedule for the Notes shall be recalculated on
the basis of the adjusted principal balances. The
right to withhold any payments shall not be deemed or construed to
limit Sellers' liability hereunder. there shall be
not be a fight of offset with respect to any third party claim
unless and until such claim shall have been reduced to
either a final and non-appealable judgment or a final settlement
agreement setting forth the fact and extent of the
claim subject to indemnification. There shall not be a right of
setoff with respect to claims of parties to this
agreement (that is, non-third parry claims) unless and until the
claim has been determined by the decision of the
panel of arbitrators referred to in Section 4.4(2)(b).

ARTICLE 5. Environmental Matters

     5.1  Compliance.  To the best of Sellers' knowledge the real
property of Sellers and its existing and
prior use by Sellers comply and have at all times complied with,
and Sellers are not in violation of, and have not
violated, in connection with the ownership, use, maintenance or
operation of the real property and the conduct of the
business related thereto, any applicable federal, state, county or
local statutes, laws, regulations, rules, ordinances,
codes, licenses and permits of all governmental authorities
relating to environmental matters, including without
limitation, the Clean Air Act, the Federal Water Pollution Control
Act of 1972, the Resource Conservation and
Recovery Act of 1976, the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, and
the Toxic Substances Control Act (and any amendments or extensions
thereof).

ARTICLE 6.  Miscellaneous.

6.1 Expenses.  Each party hereto shall bear all of its own
expenses incurred in connection with the
transactions contemplated by this Agreement, including, without
limitation, accounting and legal fees incurred in
connection therewith; provided, however, that ad valorem taxes
shall be prorated between Sellers and Buyer as of
the Closing Date and payment shall be made as set forth in the Tax
Proration Agreement, Schedule 6.1 attached
hereto and incorporated herein.

6.2 Assignments.  This Agreement may be assigned by Buyer, subject
to security interests remaining
in effect with respect to the transferred assets to any one or
more corporations or partnerships designated to receive
the assets of the Sellers and the representations, warranties, and
indemnities contained herein shall run to each such
entity with respect to the assets and liabilities transferred
thereto.  Responsibility for Buyer's portion of
representations and warranties shall be assumed by any such
assignee of Buyer in addition to the undertakings of
Buyer hereunder.

6.3 Further Assurances.  From time to time prior to, at and after
the Closing Date, Seller and Buyer
will execute all such instruments and take all such actions as
Buyer or Seller, being advised by counsel, shall
reasonably request in connection with carrying out and
effectuating the intent and purpose hereof and all
transactions and things contemplated by this Agreement, including,
without limitation, the execution and delivery of
a bill of sale on the Closing Date.

6.4 Notices.  All notices, demands an other communications that
may be or are required to be given
hereunder or with respect hereto shall be in writing, shall be
given either by personal delivery or by certified mail,
return receipt requested, or by facsimile confirmed in writing,
and shall be deemed to have been given or made when
personally delivered, three (3) days after the date such notice is
deposited in the mail, first class postage prepaid, or
when sent by facsimile confirmed in writing, charges prepaid,
addressed as follows:


6.4.1 If to Buyer:
                         c/o John H. Sanford
                         Houze Glass Corp.
                         902 S. Main St.
                         Point Marion, PA  15474

          with a copy (which shall not constitute notice) to:

                              James K. Kuyk, Esquire
                              Post Office Box 1431
                              Charleston, South Carolina  29402

or to such other address as Buyer may from time to time designate.

6.4.2     If to Sellers:
                         c/o Left Corp.
                         P.O. Box 850514
                         Mesquite, TX 75185-0514

or to such other address as Seller may from time to time
designate.

6.5 Captions.  The captions of Articles and sections of this
Agreement are for convenience only and
shall not control or affect the meaning or construction of any of
the provisions of this Agreement.

6.6 Law Governing.  This Agreement shall be governed by,
construed, and enforced in accordance
with the laws of the State of Texas.

6.7 Waiver of Provisions.  The terms, covenants, representations,
warranties and conditions of this
Agreement may be waived only by a written instrument executed by
the party waiving compliance.  The failure of
any party at any time or times to require performance of any
provision of this Agreement shall in no manner affect
the right at a later date to enforce the same or to enforce any
future compliance with or performance of any of the
provisions hereof.  No waiver by any party of any condition or the
breach of any provision, term, covenant,
representation or warranty contained in this Agreement, whether by
conduct or otherwise, in any one or more
instances, shall be deemed to be or construed as a further or
continuing waiver of any such condition or of the
breach of any other provision, term, covenant, representation or
warranty of this Agreement.

6.8 Counterparts.  This Agreement may be executed in several
counterparts, and all counterparts so
executed shall constitute one agreement, binding in the parties
hereto, notwithstanding that all the parties are not
signatory to the original or the same counterpart.

6.9 Entire Agreement.  This Agreement, together with the
schedules, exhibits and agreements
executed in connection herewith, constitute the entire agreement
between the parties and supersedes and cancels any
and all prior agreements between them relating to the subject
matter hereof, and may not be amended except in a
writing signed by all of the parties hereto.

6.10 Severability.  If any provision of this Agreement is held to
be illegal, invalid or unenforceable
under present or future laws effective during the term hereof,
such provision shall be fully severable and this
Agreement shall be construed and enforced as if such illegal,
invalid or unenforceable provision never comprised a
part hereof, and the remaining provisions hereof shall remain in
full force and effect and shall not be affected by the
illegal, invalid or unenforceable provision or by its severance
herefrom.  Furthermore, in lieu of such illegal, invalid
or unenforceable provisions, there shall be added automatically as
part of this Agreement, a provision as similar in
its terms to such illegal, invalid or unenforceable provision as
may be possible and be legal, valid and enforceable.

6.11 Binding Effect.  This Agreement shall be binding upon and
shall inure to the benefit of the parties
hereto and their successors and permitted assigns.

6.12 Survival.  The representations, warranties, and indemnities
of Buyer and Sellers set forth herein
shall survive the Closing Date for a period of three years, except
that the representations and warranties respecting
contracts and assigned to and assumed by Buyer hereunder shall
survive with respect to each such contract for the
duration of the statute of limitations applicable to each such
contract.

     IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed by their duly
authorized officers, all as of the day and year first above
written.
                              SELLERS:

ATTEST:                       NUMO MANUFACTURING COMPANY, INC.


     BJS                      By:  \s\Connie Pullen
Secretary
(Corporate Seal)                        Its: President

                              DIAMOND CAP COMPANY, INC.


     BJS                      By:  \s\Betty J. Standridge
Secretary
(Corporate Seal)                        Its: Secretary

                              BUYER:

ATTEST:                       NUMO ACQUISITION MANUFACTURING, INC.



     L.S. ,  J. S.                 By:  \s\John Sanford
Secretary
(Corporate Seal)                        Its: President





Exhibit 10.11

STATE OF SOUTH CAROLINA )
                    )                        LOAN AGREEMENT
COUNTY   OF  CHARLESTON  )



     THIS LOAN AGREEMENT is made and entered into this 1st day of
May, 1997, by and between BLIND
JOHN, LLC, its successors and assigns ("Lender") and WILSON
BROTHERS ("Borrower").

     In consideration of the Lender making a loan in the original
principal amount of Five Hundred Fifty
Thousand and No/100 ($550,000.00) Dollars to Borrower (the
"Loan"), as evidenced by a promissory note of even
date herewith, together with all renewals, extensions, or
modifications thereof (the "Note"), Borrower agrees as
follows:

1.   Representations and Warranties.  To induce the Lender to make
the Loan, Borrower represents and
warrants, which shall survive the execution and delivery of the
Note, that Borrower is duly organized, existing and
in good standing, has corporate power to carry on the business in
which it is engaged, and the obtaining and
performance of the Loan have been duly authorized by all necessary
action of the board of directors and
shareholders of the corporation under applicable law.

2.   Affirmative Covenants.  Borrower will:

     (a)  Pay lender at closing a fully earned and nonrefundable
origination fee in the amount of Three
Thousand Five Hundred ($3,500.00) Dollars.

     (b)  Reimburse Lender for all expenses and fees associated
with the making of this Loan.

     (c)  On or before the first anniversary of the date of this
Agreement, Borrower shall pay to the Lender
the sum of $30,000 as an additional loan origination fee.  At the
option of the Lender, exercisable at any time prior
to such first anniversary date, by five days written notice given
by the Lender to the Borrower, in lieu of receiving
payment of such $30,000 origination fee, Lender shall have the
right to purchase for $100.00 total such number of
shares of common stock of Borrower equal to three (3%) percent (or
$10,000 and 2% or $20,000 and 1% at lender's
election) of the Borrower's fully diluted equity at the time of
such election to purchase (taking into account and
giving effect to the right, if any, of the holders of the
convertible securities of the Borrower to treat accrued and
unpaid interest on such convertible securities as principal for
the purpose of converting such convertible securities);
provided, however, that the Borrower has sufficient shares of
common stock which are currently authorized and
unissued available for purchase by the Lender of three (3%)
percent of the Borrower's fully diluted equity at the
time of such election.  The Borrower will use reasonable efforts
to reserve and set apart and have a number of shares
of authorized but unissued common stock available and deliverable
upon the exercise by the Lender of the right to
purchase such shares sufficient to enable Borrower to fulfill its
obligations hereunder.

     (d)  Collaterally assign and pledge to Lender as additional
security for performance of this Loan,
Borrower's interest in the secured promissory note, mortgage and
assignment of leases & rents, all of which are
dated May 12, 1994 (collectively "Detroit Collateral"), between
Borrower and Northern Engineering Corporation;
and upon default Lender shall have full power and right to
exercise Borrower's rights in the Detroit Collateral to
satisfy payment of obligations under this Loan and the Note.
Borrower shall deliver the Detroit Collateral to Lender
to hold until the Loan is paid in full. Borrower further
represents and warrants that the Detroit Collateral has not
been heretofore pledged or encumbered by Borrower.

     (e)  Secure the unconditional guaranty of payment of the Loan
by John H. Sanford which guaranty
shall be secured by a first mortgage on his interest in the real
property described on Exhibit ___ hereto.

     (f)  Furnish to Lender a Five Hundred Fifty Thousand
($550,000) Dollar life insurance policy on the
life of John H. Sanford as collateral security for the performance
of the Loan and Note.

3.   Negative Covenants.  Borrower may not without prior written
consent of Lender assign, pledge, or grant
any interest in the Detroit Collateral,

4.   Events of Default.  The Lender shall have the option to
declare the entire unpaid amount of the Loan and
accrued interest immediately due and payable, without presentment,
demand, or notice of any kind, if any of the
following events occurs before the Loan is fully repaid.

     (a)  Any default under the terms of the Note.

     (b)  Any payment of principal or interest on the Loan is not
made when due.

     (c)  Any provision, representation or warranty of this
Agreement is breached or proves to be untrue or
misleading in any material respect.

     (d)  Any voluntary or involuntary bankruptcy, reorganization,
insolvency, arrangement, receivership,
or similar proceeding is commenced by or against Borrower under
any federal or state law, or Borrower makes any
assignment for the benefit of creditors.

     (e)  Any judgment is entered against Borrower that is not
satisfied or appealed within thirty days.

5.   Remedies Upon Default.  Upon the occurrence, or the discovery
by Lender of the occurrence of any of the
foregoing events, circumstances or conditions of default, Lender
shall have, in addition to its option to declare the
entire unpaid amount of the Loan and accrued interest thereon
immediately due and payable, all the rights and
remedies of a secured party under applicable state law.  Without
in any way limiting the generality of the foregoing,
Lender shall also have the following specific rights and remedies:

     (a)  To take immediate possession of all collateral securing
this Loan, whether now owned or hereafter
acquired, without notice, demand, presentment, or resort to legal
process, and, for the purposes, to enter any
premises where any of the collateral is located and remove the
collateral therefrom or render it unusable.

     (b)  To obtain the collateral in satisfaction of any unpaid
principal or interest on the Loan or sell the
collateral at public or private sale after giving at least five
(5) days notice of the time and place of the sale.

     (c)  To foreclose on any real property securing the Loan.

     (d)  To demand Borrower to apply all available cash flow or
receivables from Borrower's subsidiaries,
Houze Glass Corporation and Numo Manufacturing Acquisition, Inc.,
to the repayment of the Loan.  Borrower
hereby assigns and grants a security interest in such cash flow or
receivables to Lender as additional collateral
hereunder and agrees to execute any additional security agreement
and financing statements deemed necessary or
desirable in Lender's sole discretion in order to perfect Lender's
security interest in such cash flow or receivables.
Lender shall be entitled to the appointment of one or more
receivers to collect such funds.

     (e)  The proceeds from any disposition of the collateral for
the Loan shall be used to satisfy the
expenses of liquidating any collateral, unpaid fees, accrued
interest, reasonable attorney's fees of Lender, and the
unpaid principal amount of the Loan.  If the proceeds realized
from the disposition of the collateral shall fail to
satisfy any of the foregoing items, Borrower shall forthwith pay
any deficiency to Lender upon demand and Lender
shall be entitled to a judgment in the amount of any unpaid
deficiency together with interest thereon at the rate of
fourteen (14%) percent until paid and costs of collection
including attorney fees.

6.   Waiver.  No failure or delay on the part of Lender in
exercising any power or right hereunder, and no
failure of Lender to give Borrower notice of a default hereunder,
shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right or power preclude any
other or further exercise of any other right or
power hereunder.  No modification or waiver of any provision of
this Agreement or any instrument executed
pursuant hereto or consent to any departure by Borrower from this
Agreement or such instrument shall in any event
be effective unless the same shall be in writing, and such waiver
or consent shall be effective only in the specific
instance and for the particular purpose for which given.

7.   Benefit.  This Agreement shall be binding upon and shall
inure to the benefit of Borrower and Lender and
their respective successors and assigns.  Lender may assign this
Agreement in whole or in part with any assignment
of the Loan.  Borrower may not assign this Agreement or its
obligations under the Loan without Lender's written
consent.

8.   Governing Law and Jurisdiction.  This Agreement and the other
documents pertaining to the Loan,
unless otherwise specifically provided therein, and all matters
relating thereto shall be governed by and construed
and interpreted in accordance with the laws of the State of South
Carolina.  The Borrower hereby submits to the
jurisdiction of the state and federal courts located in that state
and agrees that the Lender may, at its option, enforce
its rights under the documents pertaining to the Loan in such
courts or in any other jurisdiction in which the Lender
is located or in which the Borrower may be located.

9.   Severability.  Invalidity of any one or more of the
provisions of this Agreement shall in no way affect any
one of the other provisions hereof, which shall remain in full
force and effect.

10.  JURY TRIAL WAIVER.  AS PART OF THE CONSIDERATION FOR THE
LOAN, BORROWER
HEREBY WAIVES TRIAL BY JURY OF ANY ISSUE RELATING TO THE LOAN, TO
THE EXTENT
PERMITTED BY LAW.


                              WILSON BROTHERS

                         By:  \s\ John Sanford (SEAL)


                              Its: President/ C.E.O.

ACCEPTED:


     BLIND JOHN, LLC

By:  \s\ William C. Sanford
     William C. Sanford

     Its: Managing Member


Exhibit 10.12

PROMISSORY NOTE
     $630,000.00    May 1st, 1997

FOR VALUE RECEIVED, NUMO MANUFACTURING ACQUISITION, INC., a Texas
corporation
(hereinafter referred to as "Maker") promises to pay to the order
of NUMO MANUFACTURING COMPANY, INC.
(together with its successors and assigns hereinafter referred to
as "Payee") at Dallas, Texas or such other place as
the holder hereof may from time to time appoint in writing, in
lawful money of the United States of America, the
principal sum of Six Hundred Thirty Thousand and No/100 Dollars
($630,000.00), together with interest on the
principal balance from time to time unpaid, as hereinafter
provided, until maturity.

From the date hereof until the first Adjustment Date, the unpaid
principal balance shall bear interest at the
rate of eight percent (8%) per annum, compounded daily. On the
first Adjustment Date, the interest rate shall be
increased by an amount equal to fifty percent (50%) of the
increase, if any, between the prime rate published in the
Wall Street Journal on the (x) first Adjustment Date and (y) date
hereof. On each Adjustment Date thereafter, the
interest rate shall be increased or decreased (but not below eight
percent (8%) per annum or above eleven percent
(11%) per annum) by an amount equal to fifty percent (50%) of the
difference between the prime rate published in
the Wall Street Journal on the (x) Adjustment Date and (y)
immediately preceding Adjustment Date. For the
purposes hereof, the term "Adjustment Date" shall mean October 1,
1997, and each April 1 and October 1,
thereafter, through and including October 1, 2003. Notwithstanding
the foregoing provisions to the contrary, the
interest rate, as adjusted, shall not exceed the maximum rate
permitted by applicable law. If applicable law provides
for a ceiling under Tex. Rev. Civ. Stat.Ann. art. 5069-1.04, that
ceiling shall be the indicated rate ceiling.

Principal and interest shall be paid on the basis of a ten-year
amortization schedule, recalculated on each
Adjustment Date. Installments of principal and interest, shall be
paid on the first day of each January, April, July and
October, commencing July 1, 1997 and concluding on January 1,
2004. On April 1, 2004, the remaining principal
balance of and accrued interest on this Note shall be paid in
full.

Upon default in the making of any payments of interest or
principal due under this Note, or the promissory
note of even date executed by Maker in favor of DIAMOND CAP
COMPANY, INC. ("DCC Note"), and the failure
of Maker to cure such default within ten (10) days after receipt
of written notice of such default, the holder of this
Note at its election may mature this Note, in which event the
remaining unpaid balance of principal and interest shall
at once become due and payable. Notwithstanding the foregoing
provisions to the contrary, holder shall not be
required to provide notice of default more than three (3) times
during any twelve (12) month period.

Maker shall have the right and privilege to prepay the principal
of and interest on the Note, in full, at any
time, without premium or penalty.

If any payment of principal or interest hereunder shall become
due, or if any Adjustment Date shall fall, on
a day on which banks in the City of Dallas, Texas generally are
not open for business, such payment or interest rate
adjustment shall be made on the next following day on which banks
in the City of Dallas, Texas generally are open
for business and such extension of time shall be included in
computing interest in connection with any such
payment.

Upon the occurrence and during the continuance of a default by
Maker in its obligations hereunder, or
following maturity, at Payee's option, in lieu of the interest
hereinabove provided, interest shall accrue on the unpaid
principal balance at the lower of the maximum rate permitted by
applicable state or federal law, or eighteen percent
(18%) per annum.

Maker, its successors or assigns, and all guarantors and other
persons liable hereon or liable for the
payment of this Note waive presentment for payment, demand,
protest, and notice of demand, protest, and
nonpayment, notices of intention to accelerate the maturity hereof
and consent to any and all renewals, extensions or
modifications that might be made by Payee as to the time of
payment of this Note from time to time, and further
agree that any security for this Note or any portion thereof may,
from time to time, be modified or released in whole
or in part without affecting the liability of any party liable for
the payment of this Note.

The Note is secured by collateral described in that certain
Security Agreement of even date herewith
executed by Maker and Payee ("Security Agreement"). The Security
Agreement sets forth certain further events of
default hereunder and provides for the acceleration of the
indebtedness evidenced hereby under the circumstances
set forth therein.

If this Note is not paid at maturity and is placed in the hands of
an attorney for collection or if it is collected
through a bankruptcy, probate, or any other judicial proceedings,
then the Maker agrees and promises to pay to the
holder hereof reasonable attorneys' fees for collection.

This Note is hereby expressly limited so that in no contingency or
event whatsoever, whether by
acceleration of maturity of the indebtedness evidenced hereby or
otherwise, shall the amount paid or agreed to be
paid to Payee for the use, forbearance or detention of the money
advanced or to be advanced hereunder exceed the
highest lawful rate permissible under applicable law. If, from any
circumstances whatsoever, fulfillment of any
provision hereof or of any other consideration received or
agreement evidencing or securing the indebtedness, at the
time payment of such consideration or performance of such
provision occurs, shall involve the payment of interest
in excess of that authorized by law, the obligation to be
fulfilled shall be reduced to the limit so authorized by law,
and if, from any circumstances whatsoever, Payee shall ever
receive as interest an amount that would exceed the
highest lawful rate applicable to Maker, such amount that would be
excessive interest shall be applied to the
reduction of the unpaid principal balance of the indebtedness
evidenced hereby and not to the payment of interest,
and if the principal amount of this Note is paid in full, any
remaining excess shall forthwith be paid to Maker. In
determining whether or not the interest paid or payable under any
specific contingency exceeds the maximum rate
permissible under applicable law, Payee and Maker shall, to the
maximum extent permitted under applicable law, (i)
characterize any nonprincipal payments as an expense, fee or
premium rather than as interest; (ii) exclude voluntary
prepayments and the effects thereof; and (iii) amortize, prorate,
allocate and spread, in equal parts, the total amount
of interest throughout the entire contemplated term of this Note
so that the interest rate is uniform throughout the
entire term; provided that, if this Note is paid and performed in
full prior to the end of the full contemplated term
hereof, and if the interest received for the actual period of
existence hereof exceeds the highest lawful rate
permissible under applicable law, Payee shall refund to Maker the
amount of such excess or credit the amount of
such excess against the principal amount of this Note and, in such
event, Payee shall not be subject to any penalties
provided by any laws for contracting for, charging, taking,
reserving or receiving interest in excess of the highest
lawful rate permissible under applicable law.

This Note is given and accepted as evidence of indebtedness only,
and not in payment or satisfaction of any
indebtedness or obligation.

The form and essential validity of this Note shall be governed by
the laws of the State of Texas. If any
provision of this Note is prohibited by, or is unlawful or
unenforceable under, any applicable law of any jurisdiction,
such provision shall, as to such jurisdiction, be ineffective to
the extent of such prohibition without invalidating the
remaining provisions hereof; provided that where the provisions of
any such applicable law may be waived, they
hereby are waived by Maker to the full extent permitted by law in
order that this Note shall be deemed to be a valid
and binding Note in accordance with its terms.

Time is of the essence with respect to all of Maker's obligations
and agreements under this Note.

This Note and all the provisions, conditions, promises and
covenants hereof shall be binding in accordance
with the terms hereof upon Maker, its successors and assigns,
provided nothing herein shall permit any assignment
of this Note by Maker.

This Note is subject to offset as provided in that certain Asset
Purchase Agreement of even date among
Maker, Payee and Diamond Cap Company, Inc.

IN WITNESS WHEREOF, Maker has executed this Note on the date first
hereinabove written.

                              NUMO MANUFACTURING ACQUISITION, INC.

                              By:  \s\ John Sanford
                              Its:      President


PROMISSORY NOTE
     $225,000.00    May 1st, 1997

FOR VALUE RECEIVED, NUMO MANUFACTURING ACQUISITION, INC., a Texas
corporation
(hereinafter referred to as "Maker") promises to pay to the order
of DIAMOND CAP COMPANY, INC. (together
with its successors and assigns hereinafter referred to as
"Payee") at Dallas, Texas or such other place as the holder
hereof may from time to time appoint in writing, in lawful money
of the United States of America, the principal sum
of Two Hundred Twenty-five Thousand and No/100 Dollars
($225,000.00), together with interest on the principal
balance from time to time unpaid, as hereinafter provided, until
maturity.

From the date hereof until the first Adjustment Date, the unpaid
principal balance shall bear interest at the
rate of eight percent (8%) per annum, compounded daily. On the
first Adjustment Date, the interest rate shall be
increased by an amount equal to fifty percent (50%) of the
increase, if any, between the prime rate published in the
Wall Street Journal on the (x) first Adjustment Date and (y) date
hereof. On each Adjustment Date thereafter, the
interest rate shall be increased or decreased (but not below eight
percent (8%) per annum or above eleven percent
(11%) per annum) by an amount equal to fifty percent (50%) of the
difference between the prime rate published in
the Wall Street Journal on the (x) Adjustment Date and (y)
immediately preceding Adjustment Date. For the
purposes hereof, the term "Adjustment Date" shall mean October 1,
1997, and each April 1 and October 1,
thereafter, through and including October 1, 2003. Notwithstanding
the foregoing provisions to the contrary, the
interest rate, as adjusted, shall not exceed the maximum rate
permitted by applicable law. If applicable law provides
for a ceiling under Tex. Rev. Civ. Stat.Ann. art. 5069-1.04, that
ceiling shall be the indicated rate ceiling.

Principal and interest shall be paid on the basis of a ten-year
amortization schedule, recalculated on each
Adjustment Date. Installments of principal and interest, shall be
paid on the first day of each January, April, July and
October, commencing July 1, 1997 and concluding on January 1,
2004. On April 1, 2004, the remaining principal
balance of and accrued interest on this Note shall be paid in
full.

Upon default in the making of any payments of interest or
principal due under this Note, or the promissory
note of even date executed by Maker in favor of NUMO MANUFACTURING
COMPANY, INC., and the failure of
Maker to cure such default within ten (10) days after receipt of
written notice of such default, the holder of this Note
at its election may mature this Note, in which event the remaining
unpaid balance of principal and interest shall at
once become due and payable. Notwithstanding the foregoing
provisions to the contrary, holder shall not be required
to provide notice of default more than three (3) times during any
twelve (12) month period.

Maker shall have the right and privilege to prepay the principal
of and interest on the Note, in full, at any
time, without premium or penalty.

If any payment of principal or interest hereunder shall become
due, or if any Adjustment Date shall fall, on
a day on which banks in the City of Dallas, Texas generally are
not open for business, such payment or interest rate
adjustment shall be made on the next following day on which banks
in the City of Dallas, Texas generally are open
for business and such extension of time shall be included in
computing interest in connection with any such
payment.

Upon the occurrence and during the continuance of a default by
Maker in its obligations hereunder, or
following maturity, at Payee's option, in lieu of the interest
hereinabove provided, interest shall accrue on the unpaid
principal balance at the lower of the maximum rate permitted by
applicable state or federal law, or eighteen percent
(18%) per annum.

Maker, its successors or assigns, and all guarantors and other
persons liable hereon or liable for the
payment of this Note waive presentment for payment, demand,
protest, and notice of demand, protest, and
nonpayment, notices of intention to accelerate the maturity hereof
and consent to any and all renewals, extensions or
modifications that might be made by Payee as to the time of
payment of this Note from time to time, and further
agree that any security for this Note or any portion thereof may,
from time to time, be modified or released in whole
or in part without affecting the liability of any party liable for
the payment of this Note.

The Note is secured by collateral described in that certain
Security Agreement of even date herewith
executed by Maker and Payee ("Security Agreement"). The Security
Agreement sets forth certain further events of
default hereunder and provides for the acceleration of the
indebtedness evidenced hereby under the circumstances
set forth therein.

If this Note is not paid at maturity and is placed in the hands of
an attorney for collection or if it is collected
through a bankruptcy, probate, or any other judicial proceedings,
then the Maker agrees and promises to pay to the
holder hereof reasonable attorneys' fees for collection.

This Note is hereby expressly limited so that in no contingency or
event whatsoever, whether by
acceleration of maturity of the indebtedness evidenced hereby or
otherwise, shall the amount paid or agreed to be
paid to Payee for the use, forbearance or detention of the money
advanced or to be advanced hereunder exceed the
highest lawful rate permissible under applicable law. If, from any
circumstances whatsoever, fulfillment of any
provision hereof or of any other consideration received or
agreement evidencing or securing the indebtedness, at the
time payment of such consideration or performance of such
provision occurs, shall involve the payment of interest
in excess of that authorized by law, the obligation to be
fulfilled shall be reduced to the limit so authorized by law,
and if, from any circumstances whatsoever, Payee shall ever
receive as interest an amount that would exceed the
highest lawful rate applicable to Maker, such amount that would be
excessive interest shall be applied to the
reduction of the unpaid principal balance of the indebtedness
evidenced hereby and not to the payment of interest,
and if the principal amount of this Note is paid in full, any
remaining excess shall forthwith be paid to Maker. In
determining whether or not the interest paid or payable under any
specific contingency exceeds the maximum rate
permissible under applicable law, Payee and Maker shall, to the
maximum extent permitted under applicable law, (i)
characterize any nonprincipal payments as an expense, fee or
premium rather than as interest; (ii) exclude voluntary
prepayments and the effects thereof; and (iii) amortize, prorate,
allocate and spread, in equal parts, the total amount
of interest throughout the entire contemplated term of this Note
so that the interest rate is uniform throughout the
entire term; provided that, if this Note is paid and performed in
full prior to the end of the full contemplated term
hereof, and if the interest received for the actual period of
existence hereof exceeds the highest lawful rate
permissible under applicable law, Payee shall refund to Maker the
amount of such excess or credit the amount of
such excess against the principal amount of this Note and, in such
event, Payee shall not be subject to any penalties
provided by any laws for contracting for, charging, taking,
reserving or receiving interest in excess of the highest
lawful rate permissible under applicable law.

This Note is given and accepted as evidence of indebtedness only,
and not in payment or satisfaction of any
indebtedness or obligation.

The form and essential validity of this Note shall be governed by
the laws of the State of Texas. If any
provision of this Note is prohibited by, or is unlawful or
unenforceable under, any applicable law of any jurisdiction,
such provision shall, as to such jurisdiction, be ineffective to
the extent of such prohibition without invalidating the
remaining provisions hereof; provided that where the provisions of
any such applicable law may be waived, they
hereby are waived by Maker to the full extent permitted by law in
order that this Note shall be deemed to be a valid
and binding Note in accordance with its terms.

Time is of the essence with respect to all of Maker's obligations
and agreements under this Note.

This Note and all the provisions, conditions, promises and
covenants hereof shall be binding in accordance
with the terms hereof upon Maker, its successors and assigns,
provided nothing herein shall permit any assignment
of this Note by Maker.

This Note is subject to offset as provided in that certain Asset
Purchase Agreement of even date among
Maker, Payee and Numo Manufacturing Company, Inc.

IN WITNESS WHEREOF, Maker has executed this Note on the date first
hereinabove written.

                              NUMO MANUFACTURING ACQUISITION, INC.


                              By:  \s\ John Sanford
                              Its:      President





Exhibit 11.1

WILSON BROTHERS USA, INC. AND SUBSIDIARIES
Computation of Earnings (Loss) per Common and Equivalent Share
Five Years Ended December 31, 1998
(In thousands, except per share amounts)
     1998 1997 1996 1995 1994
Income (loss) from continuing operations     $    (290)     $
497  $    (58) $     (602)    $    (588)
Loss from discontinued operations, net of tax          -    -    -
-    (161)
Add: Interest on convertible
     note payable        *            125           *
*                 *

          Adjusted net income (loss)    $    (290)     $    622  $
(58) $     (602)    $    (749)

Average common stock and common
     equivalents:

Common stock   3,321     3,321     3,321     3,321     3,321
Conversion of note payable,
     including interest thereon       *          1,348         *
*          *
Issuable pursuant to a loan origination fee       *         140
*         *         *
               3,321     4,809     3,321     3,321     3,321

Net income (loss) per common and
     equivalent share:

          Continuing operations    $(0.09)   $0.15     $(0.02)
$(0.18)   $(0.18)
          Discontinued operations       -         -         -
-      (0.05)
               Basic     $(0.09)   $(0.15)   $(0.02)   $(0.18)
$(0.23)
               Diluted   $(0.09)   $(0.13)   $(0.02)   $(0.18)
$(0.23)

*Antidilutive

Exhibit 21.1

Subsidiaries of Wilson Brothers USA, Inc.

Name
State of
Incorporation/Organization
Houze Glass Corporation
Pennsylvania
Numo Manufacturing Acquisitions, Inc.
Texas
LM Plastics, Inc.
North Carolina
Houze West, LLC
Nevada
Bargain Building Products, LLC
Texas


Exhibit 27.1

Financial Data Schedule

THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM FORM 10-K
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS

In 000's

PERIOD-TYPE
YEAR
FISCAL-YEAR-END
DEC-31-1998
PERIOD-START
JAN-01-1998
PERIOD-END
DEC-31-1998
CASH
147
SECURITIES
0
RECEIVABLES
1,739
ALLOWANCES
146
INVENTORY
1,452
CURRENT-ASSETS
3,227
PP&E
2,865
DEPRECIATION
2,111
TOTAL-ASSETS
4,197
CURRENT-LIABILITIES
4,962
BONDS
3,002
PREFERRED-MANDATORY
0
PREFERRED
0
COMMON
3,321
OTHER-SE
(7,088)
TOTAL-LIABILITY-AND-EQUITY
4,197
SALES
11,510
TOTAL-REVENUES
11,510
CGS
9,229
TOTAL-COSTS
11,787
OTHER-EXPENSES
13
LOSS-PROVISION
0
INTEREST-EXPENSE
322
INCOME-PRETAX
(290)
INCOME-TAX
0
INCOME-CONTINUING
(290)
DISCONTINUED
0
EXTRAORDINARY
0
CHANGES
0
NET-INCOME
(290)
EPS-BASIC
(.09)
EPS-DILUTED
(.09)



35






2

15

13

See accompanying notes to consolidated financial statements.
16
See accompanying notes to consolidated financial statements.
17

See accompanying notes to consolidated financial statements.
18
WILSON BROTHERS USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998


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47