America Bancshares, Inc. to Acquire Sun Country Bank.

Business Editors

VICTORVILLE, Calif.--(BUSINESS WIRE)--April 30, 2003

America Bancshares, Inc. today announced that it has entered into a definitive agreement to acquire Sun Country Bank (OTCBB:SUNO), a California commercial bank headquartered in Victorville, California.

Under the terms of the agreement, America Bancshares would purchase 100% of the 1,992,340 shares of common stock outstanding as well as the 304,450 options outstanding in an all cash transaction for $12.50 per share. This price places a premium of approximately 13.1 percent over closing price of $11.05 on April 29, 2003.

The acquisition of Sun Country Bank is expected to close in the third quarter of 2003, subject to approval by shareholders representing at least a majority of the outstanding shares, and the receipt of required regulatory approvals.

"This transaction represents an excellent opportunity for our shareholders, and we are very pleased to have aligned ourselves with a group that shares our community banking philosophy and will allow the Bank to continue with its extraordinary growth," said Adriana M. Boeka, Sun Country Bank's Chairman of the Board of Directors.

Sun Country Bank will continue to do business under its own name after the acquisition. It is expected that substantially all directors, current management and employees will remain with the bank.

Ms. Boeka stated, "Management and the employees of Sun Country Bank look forward to working with the America Bancshares team."

America Bancshares, Inc. President and Chief Executive Officer Dana R. Johnson said, "This is a great opportunity to acquire a bank with quality people, located in some of the most attractive markets in California. Sun Country will provide the platform from which America Bancshares can build an outstanding Southern California franchise. We will continue to enhance the customer service and relationship banking culture that Sun Country has created and will maintain local decision making authority, allowing us to be responsive to the needs of the communities we serve."

America Bancshares is a newly organized California holding company formed by Mr. B. John Barry, who has been involved in community banking in California, Arizona, Colorado, New Mexico, Minnesota and Wisconsin. Mr. Barry has 40 years of banking experience, including owning and managing numerous community banks.

Headquartered in Victorville, California, Sun Country Bank operates 6 full service banking offices in the communities of Victorville, Apple Valley, Laguna Niguel, Lancaster, Mission Viejo and Upland. Sun Country Bank employs approximately 80 employees and has nearly $184.4 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]) or Ms. Adriana M. Boeka, Chairman of the Board of Directors of Sun Country 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.