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21ST CENTURY ANNOUNCES CHANGES IN PLANS

 LONGWOOD, Fla., Feb. 12 /PRNewswire/ -- 21st Century Holdings, Inc., a publicly held company, has announced that it has entered into a letter of intent for a proposed business reorganization with AFGL International, Inc. AFGL is a multi-national communications and executive search firm conducting its operations primarily through its subsidiaries, Albert Frank-Guenther Law and The Whitney Group. Offices are maintained in New York, London and Tokyo.
 Under the terms of the proposed business reorganization, 21st Century will issue 2,278,831 shares of its restricted common stock to the shareholders of AFGL, in exchange for all of the capital stock of AFGL, all after effecting an 8-to-1 reverse split in the issued and outstanding capital stock of 21st Century. Consequently, the former shareholders of AFGL will acquire approximately 81.5 percent of the then issued and outstanding common stock of 21st Century. In connection with the reorganization, 21st Century will seek additional financing to fund development and expansion plans of AFGL. There is further provision for the issuance of additional shares to the AFGL shareholders, in the event certain levels of income are achieved during the fiscal years ending Dec. 31, 1993 and 1994.
 21st Century previously entered into the agreement in principal, dated May 6, 1992, with Ameritreat, Inc. The agreement in principal has been terminated due to the inability of Ameritreat to provide information and other items required by the agreement in principle.
 Consummation of the reorganization with AFGL is subject to several conditions, including the completion of a due diligence review of the business and financial condition of each party by the other, the negotiation and execution of a definitive reorganization agreement containing additional terms and conditions acceptable to both parties and the satisfaction of other conditions.
 Be advised that a binding agreement has not been signed and that consummation of the transaction is subject to several conditions. Any decision with respect to the purchase or sale of the securities of 21st should not be based on rumor or speculation.
 For more information, contact John Frankum, 21st Century Holdings, Inc., 2170 West S.R. 434, Suite 200, Longwood, FL, 32779, 407-862-0102.
 -0- 2/12/93
 /CONTACT: John Frankum of 21st Century Holdings, 407-862-0102/


CO: 21st Century Holdings, Inc.; AFLG International, Inc. ST: Florida IN: HEA SU:

JB-JJ -- FL009 -- 6202 02/12/93 14:18 EST
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Publication:PR Newswire
Date:Feb 12, 1993
Words:387
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