April 27, 2005

Via Facsimile (937) 222-6554 and U.S. Mail

Beverly Shillito
Sebaly Shillito & Dyer
1900 Kettering Tower
Dayton, Ohio 45423


Re:	Noland Company
Schedule TO-T filed April 19, 2005
Schedule TO-T/A filed April 22, 2005
By Primus Inc. and Winvest Inc.
      File No. 5-10806

Dear Ms. Shillito:

      We have reviewed the above-referenced filings and have the
following comments.
Will there be a subsequent offering period? Page 6

1. Disclose how you will inform security holders if you elect to
include a subsequent offering period.
5. 	Certain Information Concerning Noland Company, page 17
	Certain Noland Company Projections, page 18
2. As discussed in our earlier phone conversation, the safe harbor
protections for forward looking statements provided in the Private
Securities Litigation Reform Act of 1995 do not by their terms
apply
to statements made in connection with a tender offer. See Section
21E(b)(2)(C) of the Securities Exchange Act of 1934. Therefore,
your
reference to the safe harbor provisions of the Act in this press
release is inappropriate. Please revise to delete the reference
and
to confirm that you will avoid future references to the PSLRA in
any
additional tender offer materials.  This comment also applies to
exhibit (a)(5)(ii) to your Schedule TO-T/A filed on April 22,
2005.

3. Please disclose all the assumptions to which you refer in the
first paragraph on page 19.
4. We refer to the second sentence of the second paragraph on page
19.  Investors are entitled to rely upon disclosure that appears
in
your document.    While you may include appropriate language about
the limits on the reliability of the information, the bidders may
not
disclaim responsibility for its accuracy.  Please revise.
5. Disclose, if true, the extent to which members of Noland
management will benefit from a change of control transaction due
to
the receipt of benefits or other compensation arrangements not
shared
on a pro rata basis with unaffiliated security holders.  Quantify
those benefits or additional compensation to the extent
practicable.
See Item 1011(b) of Regulation M-A.
6. 	United States Federal Income Tax Considerations, page 19
6. Please eliminate the statement in the first paragraph that the
discussion is a "summary" and your statement on page 20 that your
"discussion is for general information only and is not tax
advice."
We believe these statements might suggest that holders may not
rely
on the description of material tax consequences included in the
offering document.
10.	Source and Amount of Funds, page 22
7. We note your statement that if "funds under the Facility are
not
available, Winvest must find other means to finance the Offer and
the
Merger." Disclose your alternative financing arrangements or
alternative financing plans in the event the primary financing
plans
fall through.  See Item 1007(b) of Regulation M-A.
11. 	Purpose and Structure of the Offer, page 25
Explanatory Note Regarding the Summary of the Merger Agreement:
Representations in the Merger Agreement Are Not Intended to
Function
or Be Relied on as Public Disclosures, page 26

8. Investors are entitled to rely upon disclosures in your
publicly
filed documents.  Please revise your subheading accordingly.  In
addition, please expand your disclosure to provide an adequate
basis
for your statement in the second sentence that the information in
the
merger agreement should not be relied upon as disclosure.
9. We note your statement "Noland Company`s public disclosures are
those disclosures that Noland Company sets forth in its public
reports filed or furnished with the SEC.  The Merger Agreement is
not
intended to change or supplement the disclosures in Nolan
Company`s
public reports filed or furnished with the SEC."  The Merger
Agreement was filed as an exhibit to a publicly filed document.
Please revise as appropriate to remove the implication that the
referenced Merger Agreement does not constitute a public
disclosure.
13.	 Conditions of the offer, page 39

10. We note the offerors have reserved the right to assert the
occurrence of any of the conditions to the offer "at any time from
time to time."  Defining the conditions as "an ongoing right which
may be asserted at any time from time to time" suggests that
conditions to the offer may be raised or asserted after expiration
of
the offer.  Please be advised that all conditions to the offer,
other
than those subject to applicable law, must be satisfied or waived
before the expiration of the offer.  Revise the disclosure in the
closing paragraph of this section to make clear that all
conditions,
other than those subject to government approvals, will be
satisfied
or waived on or before expiration of the offer.
11. We note your statement that the failure to exercise a right
will
not be deemed a waiver of that right.  This language suggests that
once a condition is triggered, you will make a secondary
determination as to whether to proceed with the tender offer.
Please
note that when a condition is triggered and an offeror decides to
proceed with the offer anyway, we believe that this decision
constitutes a waiver of the triggered condition(s). As you are
aware,
the waiver of a material offer condition may require an extension
of
the offer, as well as filing of an amendment and dissemination of
additional offer materials. Please confirm to us the issuer will
not
rely on this language to tacitly waive a condition of the offer by
failing to expressly assert it.
Closing Comments
      As appropriate, please amend your documents in response to
these comments.  You may wish to provide us with marked copies of
the
amendment, if required, to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.  In addition, depending upon your response to these
comments, a supplement may need to be sent to security holders.

	In connection with responding to our comments, please
provide,
in writing, a statement from all filing persons acknowledging
that:

* you are responsible for the adequacy and accuracy of the
disclosure
in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* you may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.


      Please direct any questions to me at (202) 551-3345.

      						Sincerely,



							Michael Pressman
							Office of Mergers
and Acquisitions

April 27, 2005
Page 4



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE