Advanced Financial announces signing of stock exchange agreement with the Parker Group.

SHAWNEE, Kan.--(BUSINESS WIRE)--Sept. 20, 1995--Advanced Financial Inc. (AMEX:AVF) announces the signing of a stock exchange agreement with the Parker Group of Houston.

This agreement outlines the material terms and conditions negotiated pursuant to the letter of intent announced on Aug. 15, 1995, to acquire real estate related companies primarily located in the Houston area.

The estimated value and purchase price of the companies being acquired by AVF is approximately $46 million. The value will be determined by appraisal by an independent third party and confirmed by the certified public accountants. The companies will be acquired with a combination of $27 million cash and Restricted Rule 144 common stock.

The cash portion of this transaction will be raised through a proposed public offering of $37 million of AVF's Series "A" convertible preferred stock. The offering price is expected to be $10 per share with annual dividends in the amount of 9.76% of the original purchase price payable quarterly.

The conversion ratio is yet to be determined. An underwriter has not been selected at this time. The company anticipates that a registration statement will be filed as soon as possible.

Pursuant to the terms of the agreement, AVF will exchange restricted shares of AVF and cash for all the outstanding shares of Advanced Lamination Technologies Inc. (ALTI), The Wall and Roof Co. (WARCO) and RainTree Holdings Corp. (RHC). All outstanding shares of ALTI, WARCO and RHC are currently owned by the Parker Group.

The Parker Group is headed up by Richard E. Parker, trustee acting on behalf of the shareholders of the companies being acquired.

ALTI is a manufacturing company involved in the design, engineering and construction of structural wall and roof systems for residential and light commercial applications. ALTI has developed a structural system using cement-bonded wood fiber skins, adhesively welded to a thick core of solid expanded polystyrene to create a monolithic structure with the strength of a continuous column.

ALTI has developed a proprietary system for the construction industry thereby creating a unique niche in the marketplace. ALTI is based in Houston.

WARCO was formed to develop low-cost housing, shelter housing and relief housing in Asia and other less-developed countries. WARCO has retained exclusive rights to import cement-bonded wood fiber skins from a manufacturer in India. This material is used by ALTI to produce the wall and roof systems. WARCO also plans to market this product through retailers.

WARCO enjoys a significant price advantage with its competitors. Presently WARCO is involved in two separate ventures with Dyna Fin, a financial services, PLC company based in Madras, India. The first venture, IND-US Building Systems Ltd., plans to manufacture structural wall and roof systems for residential and light commercial applications.

The second venture, Indo-American Steel Technologies Ltd., plans to manufacture and market pre-engineered metal building systems and components. These products are used in industrial and low-rise commercial applications. WARCO will retain a 25% interest in the ventures for providing technical and management "know-how" with Dyna Fin as the financial partner.

RHC is a holding company that has entered into an agreement to acquire a single family home building company in Texas. The home building company has been in business since 1977 and has posted consistent profits since 1988.

The subsidiaries: RainTree -- the home building company; ALTI-- the manufacturer of structural panels used in home building; WARCO -- the importer of cement bonded fiber skins used in the structural panels and the exporter of low-cost housing systems to emerging third world countries; and, AFIM -- the mortgage company providing the financing for the home buyer, have been carefully assembled for the purposes of "vertical integration."

Norman L. Peterson, chairman of the board of AVF commented, "I believe that this transaction between AVF and the Parker Group is the most exciting thing we have done at AVF. As its largest shareholder, I also believe this transaction gives the company diversification and the potential for substantial growth at a rate that otherwise would be difficult for AVF to accomplish.

"Also, the Parker Group is composed of astute individuals with many past successes, which will be a great compliment to our current management."

Richard E. Parker, trustee for the Parker Group, commented, "With the stabilization of interest rates, housing starts increasing in the United States, and the overwhelming demand for basic housing in the underdeveloped countries, the shareholders of the Parker Group are convinced this transaction is timely."

The transaction between AVF and the Parker Group is subject to the successful completion of due diligence, the successful completion of the proposed public offering of AVF Series A preferred stock, and approval of AVF shareholders. As presently contemplated, the Parker Group would gain control of AVF upon closing of the transaction.

Advanced Financial Inc. (AVF) is an American Stock Exchange listed holding company with its principal operations conducted through the wholly owned AFI Mortgage Corp. (AFIM) subsidiary.

CONTACT: Advanced Financial Inc., Shawnee

Brad Morris, 913/441-1160