Nasdaq-listed Access Plans USA, Inc., a developer and nationwide distributor of quality affordable consumer driven healthcare programs, has entered into a definitive agreement to merge with Alliance HealthCard, Inc.

Georgia-based Alliance HealthCard, provides discount medical plans with a focus on creating, marketing, and distributing membership savings programs primarily to the underserved markets in the United States.

The company offers programs in approximately 16 areas of health care, including physician visits, hospital stays, chiropractics, vision, dental, pharmacy, hearing and patient advocacy.

Under the agreement, Alliance will issue up to 7.25 million of its common stock shares to Access Plans shareholders at closing.

Immediately after closing of deal, it is expected that Access Plans shareholders will own approximately one-third of the outstanding Alliance common stock shares. The deal would be close during the first calendar quarter of 2009.