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AmeriResource Technologies Completes a Joint Venture Agreement with Phoenix Leisure Holdings.

A key component of the joint venture is the reorganization of ARET in preparation for its forward merger with PLH. Completion of said merger would be subject to regulatory approval and ratification by the shareholders. Following its successful completion, ARET intends to be renamed AmeriLeisure & Entertainment Holdings, Inc. It is the intent of both parties to develop ARET so that it qualifies for listing on either NASDAQ or the New York Stock Exchange. Upon its merger, ARET's corporate office intends to be relocated to New York. The operational office will remain in Las Vegas, Nevada.

The joint venture initially provides ARET with a 2.5% interest in PLH. It also affords it access to the resources of Phoenix which will be utilized to design, implement and manage all aspects of its reorganization.

Mr. Janovec has indicated that ``the plan of reorganization will endeavor to position ARET as a publicly traded holding company. Phoenix intends to provide it with the necessary resources required to successfully undertake its new direction.

Following the successful completion of the merger, ARET will assume the holdings and ongoing acquisition activities of PLH. It will adhere to the primary objective of PLH: that being the acquisition of companies operating in the luxury segment of the European resort/hotel and gaming markets as well as the cruise industry.

Subsequent to their acquisitions, each portfolio company will be managed through a `roll-up' initiative designed to afford it the opportunity to capture a significant share of its market.''

Phoenix is a New York-based merchant banking firm with representation in London and Paris. It specializes in acquiring control of small and middle market companies operating within the broadcast, leisure and entertainment industries. Collectively, the partners and directors of Phoenix have significant M&A, financial, and transactional experience and expertise. Certain of its members serve on the boards of prime banks. One member in particular is a former United States Congressman having served on the Foreign Affairs Committee.

The firm's legal representatives include the law firms of Seward & Kissel in New York and Ashurst Morris & Crisp in Paris. PLH was organized and structured by Phoenix with the intention of acquiring and operating luxury resorts and casinos located throughout Europe and cruise line companies. Its organizational structure is such that it has significant operational expertise and capabilities in each of the target areas, thus providing it with a sizable advantage over its counterparts. Such expertise was attained via the acquisition by Phoenix of certain consulting companies.

In 1999, Phoenix successfully engineered the acquisition of one of the major gaming companies in France. The transaction was funded in conjunction with its partners PPM Ventures and the Bank of Scotland. It also acquired an interest in Worldwide Hospitality Group, Inc., a leading hospitality project management/ consulting company which has represented clients such as Hyatt Regency, Four Seasons, Regent Hotels & Resorts, and Hilton in projects exceeding $3 billion in aggregate. The acquisition of WHG was enacted directly through PLH.

PLH is currently in process of completing the acquisition of a French company that owns a well-known luxury hotel/casino located on the French Riviera. Its partners in said transaction include Credit Lyonnais, The Royal Bank of Scotland and Europeene de Casinos, one of the largest gaming operators in Europe.

Furthermore, PLH has reached an agreement in principle to acquire a European company that owns and operates an upscale resort and one of the largest casinos in Spain, both located on the Spanish Riviera. It is also actively negotiating to acquire a major luxury cruise line. The aggregate market value of the three ongoing transactions exceeds $450 million. This excludes other pending transactions that Phoenix intends to enact through PLH.

By virtue of its reputation, Phoenix is being continually presented with first tier transaction opportunities from law firms, accounting firms, prime banks, investment banking firms and the like. This provides it with the unique advantage of being able to clearly identify its sources of future growth.

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