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21ST CENTURY HOLDINGS, INC., SIGNS LETTER OF INTENT TO ACQUIRE AMERITREAT, INC.

 21ST CENTURY HOLDINGS, INC., SIGNS LETTER OF INTENT
 TO ACQUIRE AMERITREAT, INC.
 LONGWOOD, Fla. May 8 /PRNewswire/ -- 21st Century Holdings, Inc. ("21st"), announced today that it has signed a letter of intent for the acquisition of Ameritreat, Inc., of Clark, N.J. ("ATI"). In the event the transaction is consummated, 21st will initially issue 5,398,331 shares of its restricted common stock in exchange for all issued and outstanding shares of ATI, and up to an additional 8,455,950 earnout shares over a three-year period based on the performance of the combined entity. As a result of the transaction, ATI will become a wholly-owned subsidiary of 21st. Following the transaction and before issuance of any earnout shares the shareholders of ATI will own approximately 69 percent of the issued and outstanding shares of 21st.
 ATI is engaged in the business of food service industry. For the fiscal year ended Dec. 31, 1991, the unaudited financial statements of ATI indicate total revenues of approximately $6 million and net income of $700,000.
 Over the past year, 21st has worked diligently to obtain government approval for marketing of its products as non-medical devices with claims regarding the health benefits to be derived from the use of those products. 21st has not been successful in this effort, which has adversely affected its ability to implement a successful television marketing program as originally planned. Consequently, 21st has had limited success in marketing its products, which has had a negative impact on its performance. As a condition to the proposed reorganization with ATI, 21st has agreed to divest itself of its health products manufacturing and marketing business. As a result of the reorganization with ATI, 21st will embark upon an entirely new business venture. Management of 21st deems this change in direction to be in the best interests of 21st and its shareholders, because of the limited potential of its current operations and the perceived greater potential of ATI's activities.
 Consummation of the reorganization 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. 21st and ATI have agreed to use their best efforts to complete the reorganization by June 15, 1992.
 The securities of 21st are traded in the over-the-counter market and quotations are published on the NNOTC Bulletin Board. At the beginning of 1992, 21st elected to terminate its duty to file reports pursuant to Sections 13 and 15(d) of the Securities Exchange Act of 1934, in order to avoid the time and expense associated with preparation and filing of such reports.
 It should be noted 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.
 -0- 5/8/92
 /CONTACT: John Frankum, president of 21st, 407-862-0102/ CO: 21st Century Holdings, Inc. ST: Florida IN: HEA SU:


AW-JB-AH -- FL008 -- 8234 05/08/92 16:18 EDT
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Publication:PR Newswire
Date:May 8, 1992
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