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PHASE OUT OF AMERICA SIGNS LETTER OF INTENT TO ACQUIRE ASSETS OF SECURITY ASSET MANAGEMENT INTERNATIONAL

 PHASE OUT OF AMERICA SIGNS LETTER OF INTENT TO ACQUIRE
 ASSETS OF SECURITY ASSET MANAGEMENT INTERNATIONAL
 NEW YORK, April 20 /PRNewswire/ -- Phase Out of America, Inc. (Bulletin Board: 3 POUT) today announced that it has signed a letter of intent with Security Asset Management International, Inc. (SAMI) to acquire $5 million in assets from SAMI, in exchange for preferred stock convertible into approximately 30 percent of Phase Out's common stock.
 The letter of intent provides that at the closing -- which is to take place within four days -- SAMI will transfer to Phase Out assets located in Mexico or Brazil, with certified appraisals and other documentation requested by Phase Out to satisfy Phase Out that the assets acquired are worth at least $5 million.
 Phase Out intends to conduct a due diligence investigation of the assets to be acquired. If Phase Out and its accountants and independent attorneys are satisfied as to the viability and validity of the proposed transaction, then Phase Out will acquire the assets from SAMI, in exchange for: a cash fee of $100,000; preferred stock with face value of $5 million convertible into a total of 16,666,667 shares of Phase Out (a conversion price of $.30 per share), which on conversion will equal approximately 30 percent of Phase Out's then-outstanding common stock; an agreement by Phase Out to register SAMI's preferred stock and underlying common stock; and SAMI's right to designate one director of Phase Out.
 As part of the acquisition of the assets, Phase Out would also effect a reverse split of its common stock such that the minimum bid price immediately thereafter would reasonably be projected to be at least $4. At this time, Phase Out cannot project what the exact amount of the reverse split will be. Thereafter, assuming the acquisition of the assets and the reverse split so that Phase Out's bid price is over $3, Phase Out would immediately file an application to have its common stock listed on the NASDAQ System. Obtaining a listing on NASDAQ represents an important development for Phase Out.
 Phase Out of America, Inc. owns the U.S. marketing rights to the Phaseout System. Phaseout is a patented, hand-held device that eliminates up to 90 percent of the nicotine, carbon monoxide and tar in the smoker's own cigarettes. Phaseout's gradual reduction of harmful toxins weans the smoker from the nicotine addiction without the use of drugs, attachments or a doctor's prescription. Phaseout helps to avoid withdrawal symptoms associated with quitting "cold turkey" making it much easier to quit. Phaseout also provides immediate health benefits to those smokers who do not want to quit, allowing them to smoke a "healthier cigarette."
 Phaseout has been tested and proven by the United States Testing Company, a worldwide independent testing facility and the prestigious Johns Hopkins University School of Medicine. Johns Hopkins reported up to an 80 percent reduction in both nicotine and carbon monoxide with the use of Phaseout on human subjects. The significant results from the Johns Hopkins Research Report will be published in a leading medical journal on April 30, 1992.
 SAMI is a privately owned company which specializes in providing assets to emerging companies which desire to have their securities traded on the NASDAQ system or recognized stock exchanges.
 -0- 4/20/92
 /CONTACT: Bernard Gutman of Phase Out of America, 516-599-1900, or John Lowy, 212-371-7799, for Security Asset Management International/
 (3 POUT) CO: Phase Out of America Inc.; Security Asset Management International,
 Inc. ST: New York IN: HOU SU: TNM


CK-OS -- NY019 -- 9934 04/20/92 10:11 EDT
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Publication:PR Newswire
Date:Apr 20, 1992
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