Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) In connection with our merger with Alliance HealthCard, Inc. ("Alliance"), each of the members of our Board of Directors (Andrew A. Boemi, Russell Cleveland, Kenneth George, J. French Hill, Kent H. Webb and Nicholas J. Zaffiris) has tendered his resignation from our Board of Directors. Each such resignation is to be effective on March 31, 2009.

Also in connection with our merger with Alliance (i) Ian R. Stuart, our Interim President and Chief Executive Officer and our Interim Chief Financial Officer and (ii) Eliseo Ruiz III, our Vice President, General Counsel and Secretary, each resigned effective March 31, 2009. We have not named a replacement for either.

None of these resignations was the result of any disagreement with our policies or practices

Item 7.01 Regulation FD Disclosure.

Our proposed merger with Alliance is expected to be effective on April 1, 2009. 6,800,000 shares of the Common Stock of Alliance will be issued to holders of our Common Stock at the completion of the merger, under the terms of the Agreement and Plan of Merger previously filed with the Securities and Exchange Commission. On April 1, 2009, we will file our Form 15 with the Securities and Exchange Commission providing our notice under Section 12(g) of the Securities Exchange Act of 1934 that the registration of our shares has been terminated.

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