America Bancshares, Inc. to Acquire PriVest Bank.

Business Editors

UPLAND, Calif., and SANTA ANA, Calif.--(BUSINESS WIRE)--Sept. 18, 2003

America Bancshares, Inc. and PriVest Bank, a California commercial bank with trust powers headquartered in Santa Ana, California, have entered into a definitive agreement whereby PriVest Bank will merge with Sun Country Bank, a wholly-owned subsidiary of America Bancshares. America Bancshares will acquire PriVest Bank, a closely held Subchapter S corporation, for $18.00 per share, or approximately $10.9 million in cash.

The acquisition of PriVest Bank is expected to close late in the fourth quarter of 2003 or early 2004, subject to approval by shareholders representing at least 75% of the outstanding shares, and the receipt of required regulatory approvals. "This merger is very positive for PriVest Bank shareholders, clients and associates," stated Brian M. Riley, President and Chief Executive Officer of PriVest Bank. "This is a tremendous opportunity to join a growing Southern California franchise. Sun Country Bank's strong emphasis on superior client service closely mirrors our own philosophy. Enhanced financial services and expanded resources that accrue from this partnership will strengthen our competitiveness and performance in the local markets."

America Bancshares, Inc. President and Chief Executive Officer Dana R. Johnson said, "This is an important step towards our goal of building an outstanding Southern California franchise. PriVest Bank expands our presence in Orange County. America Bancshares' current strategy has a goal of reaching total assets of $500 million in the short term and forming a larger bank capable of attaining a level in excess of $1 billion in 5 to 7 years. This larger scale will be achieved through a combination of internal growth and quality acquisitions."

Adriana M. Boeka, President and Chief Executive Officer of Sun Country Bank, added: "Our business philosophy of providing excellent customer service and building personal relationships will be enhanced with the ability to offer trust services in addition to our traditional banking services. This is a tremendous opportunity to enter a highly attractive banking market and to build Sun Country's existing footprint. This is also a great opportunity to acquire a bank with quality people."

Headquartered in Santa Ana, California, Privest Bank provides a full range of banking services, including trust related services, from its South Coast Metro office located in Santa Ana. PriVest Bank employs approximately 18 and has nearly $90.5 million in assets.

Headquartered in Upland, California, Sun Country Bank operates six full service banking offices in the communities of Laguna Niguel, Mission Viejo, Upland, Lancaster, Victorville and Apple Valley. Sun Country Bank employs approximately 79 and has nearly $221.1 million in assets.

For additional information, please contact Mr. Dana R. Johnson, President and Chief Executive Officer of America Bancshares, Inc., by telephone [phone]) or email ([e-mail]); Adriana M. Boeka, President and Chief Executive Officer of Sun Country Bank, by telephone [phone]) or email ([e-mail]); or Mr. Brian M. Riley, President and Chief Executive Officer of PriVest Bank, by telephone [phone]) or email ([e-mail]).

This press release contains statements which constitute 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, that involve risks and uncertainties. Actual results may differ materially from the results in these forward-looking statements. Factors that might cause such a difference include, among other things, fluctuations in interest rates, changes in economic conditions or governmental regulation, credit quality and other factors.