[2] AmeriResource Announces Merger Agreement.

Business Editors

OVERLAND PARK, Kan., and DES PLAINES, Ill.--(BUSINESS WIRE)--Dec. 28, 1999

AmeriResource Technologies, Inc. (OTCBB: ARET), Crestwood Villas, Inc., Crestwood Management Company, Inc. (Crestwood), and Magnolia Manors, Inc. et al., (Magnolia) jointly announced today that AmeriResource Technologies, Inc., has signed a definitive agreement to merge the three companies into ARET, subject to final due diligence by all companies. The terms of the transaction will be announced once all the parties complete due diligence period.

The acquisitions, which are expected to be completed on or before January 23, 2000, positions ARET to become a national leader in developing residential style Assisted Care Living Facilities.

Upon completion of the merger, Crestwood will operate as a wholly owned subsidiary of the parent company, AmeriResource Technologies, Inc. Magnolia Manors, Inc. et al., and Crestwood Management Company, Inc. will operate as wholly owned subsidiaries of Crestwood Villas, Inc.

Delmar A. Janovec, Chairman and CEO of AmeriResource Technologies, Inc., Lisa E. Moressi, Chairman and President of Crestwood Villas, Inc., and George Wilson, President and Chairman of Crestwood Management Company, Inc., together made the announcement. J. Dello & Associates, Ltd., located in Hoffman Estates, Illinois, acted as the investment banker on the merger transaction.

Delmar A. Janovec, Chairman and CEO of AmeriResource Technologies, Inc. stated, "This is a major step in returning the Company back to its foundational roots as a Native American minority construction company capable of completing construction projects on a national basis. The Company will immediately assume a national leadership role in delivering senior citizen Assisted Care Living Facilities (ACLF) to rural markets. Our ACLF product is designed to serve up to 16 people per facility. As a general rule, Crestwood and Magnolia generally purchased enough land to accommodate 2 or more facilities, in a cluster format, per location. Our residential style product design is in heavy demand at this time and we have strategically positioned our Company to be a national leader in delivering this residential style assisted care product to secondary markets across the United States. The acquisitions allow the Company to complete part of a vertically integrated acquisition plan and allows the Company to be self-reliant in its future business plan. Our new management team has been major players in prior national rollouts of this nature. This team has the necessary experience to guide the Company's business plan to create the best possible shareholder value and build a strong asset base to support our stock value for both our short and long range business plan."

Regarding Crestwood Management Company, Inc. and Mr. Wilson, Mr. Janovec stated, "Mr. Wilson has an exceptional background in major developmental projects such as the one the Company is undertaking. Mr. Wilson, who is an attorney, brings years of legal and executive experience to the Company with major NYSE list companies, such as Marriott (NYSE: MAR) and La Quinta. Mr. Wilson's twenty-five years of senior management experience includes, over 400 hospitality development project rollouts for both companies, throughout the United States. He brings a wealth of experience and top-level contacts to the Company that will be a major benefit in the near future. Besides heading the development division responsible for all site selection and development coordination, Mr. Wilson's company brings extensive experience in hospitality management which is a critical piece of any national rollout of this size."

George Wilson, President of Crestwood Management Company, Inc. stated, "The opportunity to be a immediate national leader in providing the highest quality senior citizen retirement lifestyle is a tremendous honor for the Company. At this time, the Company is ideally positioned to acquire a sizable national share of the exploding senior services retirement lifestyle market. Our product has few, if any, competitors and we are positioned to deliver 204 newly constructed residential style 16 bed units over the next 36 months. Our recent acquisition of Magnolia, which is a regional leader in Alabama since 1996, provides us with 21 existing facilities in the Southeast market, plus additional sites for 8 new facilities on existing land owned by Magnolia. Our business plan is very simple. We desire to combine our Magnolia product and our Crestwood product to service a huge unfulfilled demand at this time for senior assisted care living facilities. With Magnolia (www.magnoliamanors.com) presently have 336 beds in our 21 facilities. Our present annual revenues are in excess of $4,750,000 and our assets exceed $26,000,000. Our growth plan has two priorities. First, implement our national development program of building 3,264 more beds over the next thirty-six months. Second, find additional existing acquisition candidates that meet our product mold for providing senior citizens the highest quality assisted care retirement lifestyles available, acquire them and convert them to our management system and our product delivery system. Once we complete our growth cycle, our annual revenues, in present value terms, is forecasted to exceed $76,000,000. The senior service retirement market is a very stable, low risk market. The Company feels this acquisition will provide our investors a solid company in a very stable and predictable market, which also happens to be experiencing unprecedented growth."

Regarding Crestwood Villas, Inc., Mr. Janovec stated, "The acquisition of Crestwood Villas is a critical part of our master acquisition plan to become a major player in providing both single and multiple site senior citizen Assisted Care Living Facilities, both in rural and major metropolitan areas. The Crestwood Villas acquisition included the assignment of the rights to a syndicated construction financing program, which will allow the Company to immediately proceed to develop $255,000,000 in new ACLF facilities over the next 36 months and all related construction contracts.

Additionally, the acquisition included the assignment of the rights to participate in major joint venture construction and ownership projects, including full service senior lifestyle communities and major hotel projects, which are under negotiation in markets such as Palm Springs, California and numerous East Coast locations. The acquisition of Crestwood Villas allowed us to join the ranks of the major real estate players with construction financing and a complete construction delivery program.

Mr. Janovec, Chairman and CEO of AmeriResource Technologies, Inc. stated, "Our goal has been to provide our shareholders with the best possible acquisitions to complete our stated business plan to return to the construction field as a major Native American minority construction player. These recent acquisitions have positioned the Company to do just that. These acquisitions will enable the Company to obtain the necessary bonding capacity to complete major construction projects, on an immediate basis, across the United States. This represents another major step in the Company's long range business plan and provides our shareholders with a portfolio of solid real assets to back their investment. I am looking forward to the year 2000 as being a great year for the Company and allowing our shareholders to realize tremendous value for their continued patience."

The acquisitions, which are expected to be the first in a series of strategic moves by the Company, will enhance the management team with personnel of proven experience and allow the Company to assume a new direction.

Statements in this press release, including "forward-looking statements", include risk and uncertainties. The forward-looking statements in this press release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially due to a variety of factors, including without limitation the Company's ability to produce and market certain products and/or services and other risks detailed from time to time in the Company's reports filed with the Securities and Exchange Commission.