On October 31, 2000 Allstate  Financial  Corporation  issued the following press
release:

                  ALLSTATE FINANCIAL CORPORATION ANNOUNCES THE
                  COMPLETION OF SUBORDINATED NOTE EXCHANGE AND
                    INCREASE IN TANGIBLE BOOK VALUE PER SHARE

McLean, VA, October 31, 2000 - Allstate Financial Corporation ("Allstate" or the
"Company")  (OTC:  ASFN)  announced  it has  completed  on October  26, 2000 the
exchange (the  "Exchange")  of $4,331,000  of its 10%  Convertible  Subordinated
Notes (the  "Notes") due  September  2003 and $578,970 of accrued  interest into
common stock. The Company stated over 94% of the Notes outstanding principal was
exchanged  resulting in the issuance of  5,168,388  shares of its common  shares
valued at $0.95 per share.

The Company  stated that after the Exchange  shareholders'  equity  increased to
approximately  $5.23 million as of September 30, 2000 on a pro forma basis.  The
Company also indicated  there are now 7,668,004  common shares  outstanding,  of
which 74% are owned Value Partners, Ltd. Tangible book value per share increased
to $0.70 per share on a pro forma basis as of September  30 compared  with $0.17
at June 30,  2000.  Additionally,  the  Company  reported  it has  redeemed  the
remaining  $357,000 of its  variable  rate  convertible  subordinated  notes due
September 2000.

David W.  Campbell,  Chairman of the Board stated "the  Exchange  fortified  the
Company's  financial  position by the  addition of $ 4.8 million to  shareholder
equity and the reduction of future interest  expense by  approximately  $433,000
annually." He also noted "the  Exchange is integral to the  Company's  long term
reorganization plan, including the recently announced  acquisition of Harbourton
Financial  Corporation,  which is  expected  to close on or about  November  30,
2000."

This press release may contain various "forward-looking  statements," within the
meaning of Section 27A of the Securities Exchange Act of 1934, as amended,  that
represent  Allstate's  expectations or beliefs  concerning  future events.  Such
forward-looking  statements  are about  matters that are  inherently  subject to
risks and uncertainties.  Factors that could cause actual results or performance
to differ from the  expectations  expressed  or implied in such  forward-looking
statements include the closing of the Harbourton  merger,  changes in the timing
and  amount of  earning  assets  which may be  originated  by the  Company or by
Harbourton,  changes in revenue and expense trends  (including  trends affecting
charge-offs)  of Allstate or Harbourton,  changes in Allstate's or  Harbourton's
markets  and  changes in the  economy  (particularly  in the  markets  served by
Allstate or  Harbourton).  Such factors are  discussed  in detail in  Allstate's
filings with the U.S. Securities and Exchange Commission.


PHONE:            (703) 883-9757
CONTACT:          David W. Campbell, ext. 18
                           davidc@asfn.com
                           C. Fred Jackson, ext. 16
                           fjackson@asfn.com