Billy Martin's USA, Inc. Completes Acquisition
of Billy Martin's Western Wear, LA, Inc.

HOLLYWOOD, Nov 14, 2001

Billy Martin's USA, Inc. (BMTN) today announced that it has completed its acquisition of Billy Martin's Western Wear, LA, Inc., an upscale retailer of fashion-forward, western-inspired products, including apparel, boots, buckles and related "western lifestyle" merchandise.

Doug Newton, chief executive officer of BMTN, founded the original Billy Martin's western store in New York, N.Y., along with Billy Martin, ex-manager of the NY Yankees, in 1978.

"Billy said the idea to open the store was my idea," Newton said, "but if we become a success, it will be his idea."

Commenting on the acquisition, Newton said interest in American and western-inspired goods has reached a new level of popularity and importance in the country today.

According to Newton the company has a two-part growth strategy: "Part one is to extend the brand name to capture new revenue sources. This would include a wholesale division, to serve specialty shops and mass merchandisers; development of a broader portfolio of western-lifestyle experiences and product offerings, including home decor, furnishings and fragrance items; the licensing of a Billy Martin's Western Barbecue dining and food products concept;
and an art division, whose products celebrate the beauty, natural resource and history
of America.

"Part two of the strategy will be to make acquisitions and potentially merge with other American companies consistent with our positioning. This will provide us with marketing, manufacturing and distribution efficiencies faster than we can achieve through organic development."

Newton said the company also hopes to benefit from its association with many celebrities who have shopped at Billy Martin's over the years.

Newton also commented, "We own the domain name CelebrityOutfits.Com and hope to use it to report news and fashion trends from our celebrity customers. With our marketing plan --
and given our relationship with many artisans, manufacturers, designers, mom-and-pop operators, wholesalers and retailers in the
western-lifestyle category -- we hope to grow our business, increase market share and
bottom-line profits for our shareholders.

"When you add in the growing appreciation for American and western-lifestyle products in our country today, we believe we have a winning combination." –