<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2002

Commission file number 33-17387

                            ALLIANCE HEALTH, INC.
             (Exact name of registrant as specified in its charter)

     Delaware                                           75-219377
(State or other jurisdiction of                (I.R.S. Employer I.D.#)
corporation or organization)

421 E. Airport Freeway, Irving, Texas                     75062
(Address of principal executive office)                (Zip Code)

Issuer's telephone number, including area code (972) 255-5533

Securities registered under Section 12(b) of the Exchange Act:
                                                  Name of each exchange on
Title of each class                                   which registered
--------------------------------------------------------------------------------

Securities registered under Section 12(b) of the Exchange Act:

                                      None
--------------------------------------------------------------------------------
                                (Title of class)

Securities registered under Section 12(g) of the Exchange Act:

                                      None
--------------------------------------------------------------------------------
                                (Title of class)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 12
months (or for shorter  period  that the  registrant  was  required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes X No

     State issuer's revenues for its most recent fiscal year $1,593,798.

     State the aggregate market value of the voting stock held by non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days. No market for common stock.

     Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13, or 15(d) of the Exchange Act after the  distribution of
securities under a plan confirmed by a court. Yes X No

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest  practicable date:  3,070,792 as of December 20,
2002.




<PAGE>
                                     PART I.

Item 1.  Description of Business
--------------------------------

     Alliance Health, Inc. ("Company") was incorporated on September 4, 1987. It
had no  business  activity  until  July  1989  at  which  time it  operated  one
chiropractic clinic in Dallas, Texas, which it closed the same year.

     On May 12, 1995, the Company  acquired from K Clinics,  P.A. ("K Clinics"),
its marketing  division,  the sole business of which was to perform  advertising
and  marketing  services  for  S.  J.  Kechejian,  M.D.,  P.A.,  Aldine  Medical
Associates,  Metroplex  Specialties,  P.A.  and  Metro  Pharmacy,  Inc.  medical
facilities  in  the  Dallas/Ft.  Worth  Metroplex  and  East  Texas.  Sarkis  J.
Kechejian,  M.D. ("Dr. Kechejian") is the President and principal shareholder of
the  Company.  He is also the  sole  owner  of K  Clinic  Administration,  S. J.
Kechejian, M.D., P.A., Metro Pharmacy, Inc. and Metroplex Specialties, P.A.

     Metroplex  Specialties,  P.A. is one of the "affiliates" of the Company. In
September  1995,  the  Company  sold  200,000  shares  of its  common  stock for
$600,000.  The shares were sold to affiliated companies.  The additional capital
was used to purchase a MRI. On October  23, 1995 the Company  began  leasing MRI
units to Metroplex Specialties,  P.A. and currently leases 3 units; one of which
is a mobile unit with tractor. In the year 2002 revenue from the three MRI units
was $808,500 as compared to 2001 revenue of $1,276,500.

     The Company purchased a CT Scanner in September,  1998 for $45,869 which is
leased to S. J. Kechejian,  M.D., P.A. for $125 per scan and generated income in
2002 of $5,500 as compared to 2001  revenue of $3,625.  S. J.  Kechejian,  M.D.,
P.A. is also wholly owned by Dr. Kechejian.

     On December 31, 2000,  Aldine  Medical merged with S. J.  Kechejian,  M.D.,
P.A. and canceled their management  service contract with Alliance Health,  Inc.
At that time,  Richard  Schneck  also  resigned  as Chief  Operating  Officer of
Alliance  Health,  Inc.  The  Company  currently  does  not  perform  management
services.  On October 28, 2002 (see Items 5 and 12), the Company  agreed to sell
its operating  property and equipment to Dr.  Kechejian for 6,333,333  shares of
Alliance common stock and $110,000 in cash. The sale was consummated on November
29, 2002. The Company has no business  operations.  Its only assets are cash and
cash equivalent.


Item 2.  Description of Property
--------------------------------

     None.

Item 3.  Legal Proceedings
--------------------------

     The Company is not a party to any pending legal proceedings.

Item 4.  Submission of Matters to a Vote of Security Holders
------------------------------------------------------------

     No matters were  submitted to a vote of security  holders during the fourth
quarter of the fiscal year covered by this report.




                                       -2-

<PAGE>

                                     PART II

Item 5.  Market for the Registrant's Common Stock
-------------------------------------------------
         and Related Shareholder Matters
         -------------------------------

     On September  30, 2002 the  approximate  number of holders of record of the
Company  common stock was 309.  The  Company's  common stock has no  established
trading market.

     The Company has never paid any cash  dividends on the common stock and does
not expect to do so in the foreseeable future.  However,  the Company declared a
four for one stock split of its outstanding shares of common stock effective the
close of business December 24, 1999.


     On October 28, 2002 the Board of  Directors  determined  it was in the best
interest of the Company to accept an offer from Dr.  Kechejian  to purchase  the
operating property and equipment of the Company in consideration of the transfer
back to the Company of 6,333,333 shares of Alliance common stock and $110,000 in
cash. The offer of $2,200,000 (an offer  equalling an independent  evaluation by
an outside  consultant  of the value of the assets being sold) will be paid with
common  stock and cash  based on the  audited  per share  book value of $.33 per
share at  September  30,  2002.  The sale of the  assets  to Dr.  Kechejian  was
consummated  on November 29, 2002.  Simultaneous  therewith,  Dr.  Kechejian and
entities  that he  controls,  sold back to the  Company  all of their  remaining
shares of common  stock,  an  aggregate of  4,955,875  shares,  for a total cash
consideration of $1,635,439, or the audited book value per share as of September
30,  2002 of $0.33.  The Board  also  determined  the  Company  should  offer to
purchase,  for cash,  shares of common  stock from the other  shareholders  at a
price per share equal to the audited per share book value of $.33 per share.

Item 6.  Management's Discussion and Analysis or Plan of Operation
------------------------------------------------------------------

     On May 12, 1995,  the Company  acquired  from Dr.  Kechejian  the marketing
division of K Clinics,  which  included  $285,879  in cash in  exchange  for one
million two hundred thousand  (1,200,000) shares of common stock of the Company.
In 1995, the Company sold 200,000 shares at $3.00 per share to S. J.  Kechejian,
M.D., P.A. affiliated companies to finance the purchase of its first MRI.

     One of the  Company's  primary  sources of income  during the year was from
advertising services performed for affiliated companies, S. J. Kechejian,  M.D.,
P.A., Metroplex  Specialties,  Inc. and Metro Pharmacy,  Inc., also owned by Dr.
Kechejian.

     Advertising revenues in fiscal year 2002 were $785,298, a decrease of 61.8%
from fiscal year 2001  revenues of  $2,054,500.  This  decrease was due to S. J.
Kechejian, M.D., P.A. canceling marketing service effective March 31, 2002. S.J.
Kechejian,  M.D., P.A. also notified the Company they are canceling media buying
services as of September 30, 2002.

     During 1999 to 2001,  the Company  paid a third  party  agency  $332,165 to
perform  certain  media  services  and  recorded  the  amounts  on its  books as
operating expenses.  Subsequently the Company discovered that the agency did not
perform the services. Reimbursement from the agency is doubtful, and the Company
has not recorded this amount on its books as a receivable.

     The Company experienced a decrease in fees from Metroplex Specialties, P.A.
from the MRI leases. A decrease of 37% was realized in 2002 as compared to 2001,
primarily  due to a decrease in patients by Metroplex  Specialties.  The revenue
from Metroplex Specialties, P.A. is on a per scan basis.

     Expenses for fiscal year 2002 were  $1,786,947  compared to $2,872,857  for
fiscal year 2001, a decrease of 39%.  Administrative and management services for
affiliated client companies  decreased and therefore the Company's expenses were
reduced  due to the  need  for  fewer  personnel  and  expenses  related  to the
management and  administrative  services.  General and  administrative  expenses
alone for fiscal year 2002 were  $631,246  compared to $765,167  for fiscal year
2001, a decrease of 18%.

                                       -3-

<PAGE>
Liquidity and Financial Resources
---------------------------------

     The  Company  had  $715,130 in cash and  $2,000,000  in  Treasury  bills at
September 30, 2002.

     The Company has an agreement with Metroplex Specialties, P.A. for the lease
of three MRIs at $250/per scan and one CT at $125 per scan.

     The  facilities  in Tyler,  Longview,  Haltom City and  Sherman,  Texas are
leased to S. J. Kechejian, M.D., P.A. The facilities consist of medical clinics,
physical therapy centers and specialty offices.

     The property at 232 W. Tenth,  Dallas,  Texas was deeded back to the Seller
on  September  1, 2002.  The  Company  previously  leased  this  facility  to an
unaffiliated third party for $2,000 per month.

Item 7.  Financial Statements
-----------------------------

     Financial  statements  in  response  to Item 7 are  presented  on pages F-1
through F-10.

Item 8.   Changes in and Disagreements with Accountants on Accounting
---------------------------------------------------------------------
          And Financial Disclosure
          ------------------------

     None.



                                       -4-
<PAGE>

                              ALLIANCE HEALTH, INC.

                      INDEX TO AUDITED FINANCIAL STATEMENTS

                     Years Ended September 30, 2002 and 2001




                                                                           Page

Independent Auditors' Report................................................F-2

Audited Financial Statements:

         Balance Sheets.....................................................F-3

         Statements of Operations...........................................F-4

         Statements of Changes In Stockholders' Equity......................F-5

         Statements of Cash Flows...........................................F-6

         Notes to Financial Statements......................................F-7


















                                       F-1

<PAGE>

                          INDEPENDENT AUDITORS' REPORT




To the Board of Directors and Stockholders of
Alliance Health, Inc.

We have audited the  accompanying  balance  sheets of Alliance  Health,  Inc., a
Delaware  Corporation,  as of  September  30,  2002 and  2001,  and the  related
statements of operations, stockholders' equity and cash flows for the years then
ended.  These  financial  statements  are the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Alliance Health,  Inc. as of
September  30,  2002 and 2001,  and the results of its  operations  and its cash
flows  for the  years  then  ended  in  conformity  with  accounting  principles
generally accepted in the United States of America.




Whitley Penn

Dallas, Texas
October 28, 2002










                                       F-2

<PAGE>
                              ALLIANCE HEALTH, INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                     September 30,
                                                    2002       2001
                                                  ---------   ---------
Assets
Current assets:
<S>                                              <C>         <C>
     Cash                                        $  715,130  $1,523,286
     Treasury bills                               2,000,000     500,000
     Income tax receivable                          189,235     230,050
     Deferred income taxes                            8,612       7,702
     Net assets of discontinued operations        1,895,514   2,554,678
                                                  ---------   ---------
Total assets                                     $4,808,491  $4,815,716
                                                  =========   =========


Liabilities and Stockholders' Equity
Current liabilities:
   Accounts payable                               $   1,313  $    7,289
   Accrued liabilities                               63,816      16,978
                                                     ------      ------

Total current liabilities                            65,129      24,267
                                                     ------      ------

Commitments and contingencies                             -           -

Stockholders' equity:
   Preferred stock, $.01 par, 100,000
     shares authorized, none issue                        -           -
   Common stock, $.01 par, 20,000,000
      shares authorized, 14,360,000 shares
      issued and outstanding                        143,600     143,600
   Paid-in capital                                  723,466     723,466
   Retained earnings                              3,876,296   3,924,383
                                                  ---------   ---------

   Total stockholders' equity                     4,743,362   4,791,449
                                                  ---------   ---------

Total liabilities and stockholders' equity       $4,808,491  $4,815,716
                                                  =========   =========
</TABLE>









                See accompanying notes to financial statements.

                                       F-3









<PAGE>

                              ALLIANCE HEALTH, INC.

                            STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>

                                           Year Ended September 30,
                                            2002             2001
                                        ---------          ---------
<S>                                    <C>                <C>
Other income:
       Interest income                 $   34,581         $   79,870

Income taxes                               13,141             31,875
                                           ------             ------

Income before discontinued operations      21,440             47,995

Discontinued operations:
       Earnings (loss) from discontinued
       operations, net of $87,611 and
       $275,000 in taxes                  (11,613)           531,391

       Loss on disposal of property, net
       of $35,496 in tax benefit          (57,914)                 -
                                          -------            -------

Total discontinued operations             (69,527)           531,391
                                          -------            -------

Net income (loss)                      $  (48,087)        $  579,386
                                        =========          =========

Earnings per share:

Continuing operations                  $     0.00         $     0.00

Discontinued operations                     (0.00)              0.04
                                        ---------          ---------
Net income (loss)                      $    (0.00)        $     0.04
                                        =========          =========
Weighted average number of
  common shares outstanding            14,360,000         14,360,000
                                       ==========         ==========
</TABLE>




                 See accompanying notes to financial statements.

                                       F-4

<PAGE>

                              ALLIANCE HEALTH, INC.
                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                     Years Ended September 30, 2002 and 2001



<TABLE>
<CAPTION>


                           Common Stock     Paid-In    Retained
                        Shares   Par Value  Capital    Earnings       Total
                      ---------- ---------  -------    --------    ---------

<S>                  <C>         <C>       <C>       <C>          <C>
Balance at 10-1-00    14,360,000 $143,600  $723,466  $3,344,997   $4,212,063

Net Income                     -        -         -     579,386      579,386
                      ----------  -------   -------   ---------    ---------

Balance at 9-30-01    14,360,000  143,600   723,466   3,924,383    4,791,449

Net loss                       -        -         -     (48,087)     (48,087)
                      ----------  -------   -------   ---------    ---------

Balance at 9-30-02    14,360,000 $143,600  $723,466  $3,876,296   $4,743,362
                      ==========  =======   =======   =========    =========

</TABLE>






                 See accompanying notes to financial statements.

                                       F-5




<PAGE>
                              ALLIANCE HEALTH, INC.

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                    Years Ended  September 30,
                                                       2002          2001
                                                    -----------  ------------
<S>                                                 <C>          <C>
Operating activities:
    Net income (loss)                               $ (48,087)   $  579,386
    Adjustments to reconcile net income
    (loss) to net cash provided by
    operating activities:
       Deferred income tax                               (910)       97,397
       Changes in assets and liabilities:
         Income tax                                    40,815      (376,518)
         Net assets of discontinued operations        659,164       249,793
         Accounts payable                              (5,976)     (217,988)
         Accrued liabilities                           46,838        (2,427)

Net cash provided by operating activities             691,844       329,643

Investing Activities
    Purchase of treasury bills                     (1,500,000)     (500,000)
                                                    ---------      --------

Net decrease in cash                                 (808,156)     (170,357)

Cash at beginning of year                           1,523,286     1,693,643
                                                    ---------     ---------

Cash at end of year                                $  715,130    $1,523,286
                                                    =========     =========


Supplemental Disclosure of Cash Flow Information
    Cash paid during the year for interest         $   13,416    $   14,998
                                                    =========     =========


    Cash paid during the year for income taxes     $        -    $  590,569
                                                    =========     =========

Non-cash transaction:

     During 2002, the Company deeded a building and improvements with a net book
value of $280,990 back to the Mortgagor, resulting in a loss of $93,410.




</TABLE>









                   See accompanying notes to financial statements.
                                       F-6

<PAGE>

                              ALLIANCE HEALTH, INC.

                          NOTES TO FINANCIAL STATEMENTS

                               September 30, 2002




1.   Nature of Business

     Alliance  Health,  Inc. (the  "Company")  was  incorporated  in Delaware on
     September 4, 1987. In 1995, the Company  acquired the advertising  division
     (the "Division") of K Clinics,  P.A. ("K Clinics").  The Company's business
     was offering  advertising  and  management  services to medical  clinics of
     affiliated  companies (see Notes 3 and 6). The Company's  corporate offices
     are located in Irving, Texas.

2.   Accounting Policies

     A summary of the Company's  significant  accounting  policies  consistently
     applied  in  the  preparation  of  the  accompanying  financial  statements
     follows:

     Basis of Accounting

     The accounts are maintained and the financial statements have been prepared
     using  the  accrual  basis of  accounting  in  accordance  with  accounting
     principles generally accepted in the United States of America.

     Use of Estimates

     The  preparation  of financial  statements  in conformity  with  accounting
     principles  generally  accepted  in the United  States of America  requires
     management to make estimates and assumptions  that affect certain  reported
     amounts in the financial  statements and accompanying notes. Actual results
     could differ from these estimates and assumptions.

     Cash and Treasury Bills

     The Company  considers  all highly  liquid  investments  with a maturity of
     three  months or less when  purchased to be cash  equivalents.  The Company
     maintains  deposits  primarily in one financial  institution,  which may at
     times  exceed  amounts  covered by insurance  provided by the U.S.  Federal
     Deposit Insurance Corporation ("FDIC"). At September 30, 2002 and 2001, the
     uninsured portion of these deposits  approximated  $619,000 and $1,260,000,
     respectively.






                                       F-7


<PAGE>

                              ALLIANCE HEALTH, INC.

                          NOTES TO FINANCIAL STATEMENTS


2.   Accounting Policies (Continued)

     Income Taxes

     Deferred  income  taxes  are  determined  using  the  liability  method  in
     accordance with Statement of Financial  Accounting  Standards  ("SFAS") No.
     109, "Accounting for Income Taxes". Deferred tax assets and liabilities are
     recognized  for the future tax  consequences  attributable  to  differences
     between the financial  statement  carrying  amounts of existing  assets and
     liabilities  and their  respective  tax  bases.  Deferred  tax  assets  and
     liabilities  are measured  using enacted tax rates  recognized in income in
     the period that  includes the  enactment  date.  In  addition,  a valuation
     allowance is  established  to reduce any deferred tax asset for which it is
     determined  that it is more  likely  than  not  that  some  portion  of the
     deferred tax asset will not be realized.

     Earnings Per Common Share

     The Company  accounts for earnings per common share in accordance with SFAS
     No. 128, "Earnings Per Share". SFAS No. 128 provides for the calculation of
     basic and diluted earnings per share.  Basic earnings per share includes no
     dilution   and  is  computed  by  dividing   income   available  to  common
     stockholders  by the weighted  average number of common shares  outstanding
     for the period. Dilutive earnings per share reflects the potential dilution
     of securities that could share in the earnings of the Company.  Because the
     Company has no potential dilutive securities outstanding,  the accompanying
     presentation is only of basic earnings per share.

     Fair Value of Financial Instruments

     In accordance with the reporting requirements of SFAS No. 107, "Disclosures
     About Fair Value of Financial Instruments," the Company calculates the fair
     value of its assets and liabilities which qualify as financial  instruments
     under this statement and includes this additional  information in the notes
     to the  financial  statements  when the fair  value is  different  than the
     carrying value of those financial instruments.  The estimated fair value of
     cash and treasury bills  approximate  their  carrying  amounts due to short
     maturity  of  their  instruments.  None of these  instruments  are held for
     trading purposes.

     Reclassifications

     Certain prior year amounts have been reclassified to conform to the current
     year presentation.











                                       F-8
<PAGE>



                              ALLIANCE HEALTH, INC.

                          NOTES TO FINANCIAL STATEMENTS


3.   Discontinued Operations

     During the year ended  September 30, 1999,  the Company  formed  Chiro-Med,
     Inc.   ("Chiro-Med"),   a  wholly  owned   subsidiary.   Chiro-Med  offered
     chiropractic   services.   Effective   February  29,   2000,   the  Company
     discontinued  Chiro-Med's operations.  The Company sold Chiro-Med to one of
     its employees for $27,593 during the year ended  September 30, 2001 through
     the issuance of a note at 6.3% interest  maturing on December 1, 2002.  The
     gain  connected  with the sale was deferred and  recognized  as the Company
     received  full  collection  on the note  receivable  during  the year ended
     September 30, 2002.

     S. J. Kechejian,  M.D.,  P.A.  cancelled the agreement with Alliance Health
     for  advertising  services on January 31, 2002. The Company has no specific
     business plan and, on October 28, 2002,  the Board of Directors has elected
     to  discontinue  operations  and sell the  Company's  fixed  assets  to its
     principal  shareholder.  The sale will take place within ten business  days
     after  the  audited  financial  statements  are  issued.  Consideration  of
     $2,200,000  will be in shares of the  Company's  common  stock owned by the
     shareholder,  Sarkis J.  Kechejian,  M.D.,  and cash which will result in a
     gain; however, recognition of the gain will be deferred until realized. The
     Company has accounted for its operations as  discontinued  during the years
     ended September 30, 2002 and 2001. As a result of the sale of its business,
     the Company will  effectively  become a "public shell"  corporation with no
     business operations,  in the process of searching for an operating business
     with which to negotiate a "reverse  merger." The Company also will offer to
     its  shareholders to purchase,  for cash, their shares of common stock at a
     price per share  equal to the  audited  per  share  book  value of $.33 per
     share.

     Summary  operating  results of the discontinued  operations were as follows
     during the years ended September 30, 2002 and 2001:


                                                             2002        2001
                                                          ---------   ---------
              Revenues                                   $1,593,798  $3,331,000
              Costs and expenses                          1,517,800   2,524,609
                  Income from discontinued                   75,998     806,391
                  Operations before income taxes
              Provision for income taxes                     87,611     275,000
                                                          ---------   ---------
                  Earnings (loss) from discontinued       $ (11,613) $  531,391
                  operations                              =========   =========


     Net  assets  of  discontinued  operations  consisted  of the  following  at
     September 30, 2002 and 2001:

                                                             2002        2001
                                                          ---------   ---------
              Accounts receivable                        $   14,796  $   23,593
              Property and equipment, less
                  Depreciation of $2,518,535 and
                  $2,092,960                              1,956,572   2,766,744
              Other assets                                        -      59,513
              Deferred gain on sale                               -     (23,593)
              Note payable                                        -    (190,937)
              Deferred taxes                                (75,854)    (80,642)
                                                          ---------   ---------
                                                         $1,895,514  $2,554,678
                                                          =========   =========





                                       F-9

<PAGE>

                              ALLIANCE HEALTH, INC.

                          NOTES TO FINANCIAL STATEMENTS

4.   Income Taxes

     Following is a reconciliation  between reported income taxes and the amount
     computed  by applying  the  statutory  federal  income tax rates to pre-tax
     accounting income for the periods ended September 30:

                                                       2002              2001
                                                    ---------         ---------
      Expected provision for federal income taxes  $   11,760        $   27,160
      State income taxes                                1,570             3,600
      Other                                              (189)            1,115
                                                    ---------         ---------
                                                   $   13,141        $   31,875
                                                    =========         =========


     Income taxes were as follows for the years ended September 30:

                                                       2002              2001
                                                    ---------         ---------
      Current                                      $   12,231        $  202,570
      Deferred                                            910            97,397
                                                    ---------         ---------
                                                   $   13,141        $  299,967
                                                    =========         =========

     The  components  of the  deferred  tax asset each year  consisted of timing
     differences from utilizing the cash basis for income tax purposes.

5.   Related Party Transactions

     All of the  Company's  advertising  income and MRI income was for  services
     rendered to various  affiliated  companies owned by the Company's  majority
     stockholder.

     The Company leases its office space and equipment on a month-to-month basis
     from S. J. Kechejian, M.D., P.A., an affiliated company. The amount paid in
     2002 and 2001 was $48,000 and $28,000, respectively. The Company leases its
     Dallas,  Texas MRI  facility on a  month-to-month  basis from Arax  Limited
     Partnership  for  which  it paid  $30,000  each  year for the  years  ended
     September 30, 2002 and 2001. The Haltom City,  Texas MRI facility is leased
     on a month-to-month basis from SK Properties for which it paid $30,000 each
     year for the years ended September 30, 2002 and 2001.

     The Company also paid K Clinics management fees amounting to $68,000 during
     the year ended  September 30, 2001. No management fees were paid during the
     year ended September 30, 2002.






                                      F-10

<PAGE>
                                    Part III

Item 9.  Directors, Executive Officers, Promoters and Control Persons,
---------------------------------------------------------------------
         Compliance with Section 16(A) of the Exchange Act
         -------------------------------------------------

     The  executive  officers  and  directors  of  Alliance  Health,   Inc.  are
identified in the following  table.  Each has held the indicated  positions with
Alliance Health,  Inc. since May 19, 1995, and will serve in these offices until
their successors are elected and qualified.

     NAME                    AGE             POSITION
     ----                    ---             --------
Sarkis J. Kechejian          64    President, Treasurer

Sharilyn J. Bruntz Wilson    52    Vice President and Secretary

Kenneth Guest                63    Director

James Kenney                 61    Director

George Nicolaou, M.D.        81    Director

Mac Martirossian             48    Director and Chairman of the Board

     Dr.  Kechejian is also president and sole owner of S. J.  Kechejian,  M.D.,
P.A.,  Metro  Pharmacy,  Inc. and Metroplex  Specialties,  P.A.

     Ms. Wilson is the Chief Financial  Officer of S. J.  Kechejian,  M.D., P.A.
and was  Secretary/Treasurer  of K Med Centers,  Inc. from  January,  1987 until
December,  1991.  Prior to that  time,  for  over  five  years,  she was a Legal
Assistant with several law firms.

     Mr. Guest is an attorney who has been  practicing  in the Dallas area since
1965. He is with the law firm of Guest and  Associates.  He has  investments  in
several manufacturing and retail businesses.

     James W. Kenney has been a Director since September,  1992. He is currently
associated with San Jacinto Securities,  Inc. as Executive Vice President.  From
February,  1992 to June,  1993 he served as Vice  President of  Investments  for
Renaissance Capital Group, Inc. From October,  1989 to February,  1992 he served
as  Senior   Vice   President,   Director  of  Trading  and  Sales  for  Capital
Institutional  Services.  From  February,  1987 to October,  1989,  he served as
Senior Vice  President for retail sales for Rauscher  Pierce  Refsnes,  Inc. Mr.
Kenney  received a BA degree in  economics  from the  University  of Colorado in
Boulder, Colorado.

     Dr. Nicolaou is a retired physician.  He has extensive business  experience
doing consulting work.

     Mac  Martirossian  has been a Director  since May,  1996.  He is  currently
Executive Vice President of Strategic  Planning and  Development for PRG-Schultz
International, Inc.





                                       -5-


<PAGE>
Item 10.  Executive Compensation
--------------------------------

Cash Compensation
-----------------

     For the fiscal year ended  September 30, 2002,  Dr.  Kechejian  received no
cash remuneration. Ms. Wilson received a salary of $49,619.37 for the year ended
September 30, 2002.

Compensation of Directors
-------------------------

     Directors  received  $750  for each of the  four  (4)  Board of  Director's
meetings attended.

Item 11.  Security Ownership of Certain Beneficial Owners and Managers
----------------------------------------------------------------------

     The  following  information  is  submitted  as of  September  30, 2002 with
respect to the Company's  voting  securities  owned  beneficially by each person
known to the Company who owns more than 5% of the Common  Stock of the  Company,
this  being  the only  class of voting  securities  now  outstanding  and by all
directors and officers of the Company individually and as a group.


Name and Address of          Amount Bene-            Approximate
Beneficial Owner           ficially owned            Percent of
                                                       Class

Sarkis J. Kechejian, M.D.     11,289,208*                78%
421 E. Airport Freeway
Irving, Texas  75062

Nishan J. Kechejian, M.D.      1,987,372                12.5%
824 Oak St.
Brockton, MA 02401

All directors and officers    11,289,684                 78%
as a group (7 persons)

     *See  discussion  under Items 1 and 5 above and 12 below of the transfer of
all of these shares back to the Company, effective November 29, 2002.

Item 12.  Certain Relationships and Related Transactions
--------------------------------------------------------

     As set  forth  in the  Company's  financial  statements  contained  in this
report, all of the Company's  advertising income and MRI income was for services
rendered to  affiliated  companies.  The Company's  primary  customers are S. J.
Kechejian,  M.D.,  P.A.  and  Metroplex  Specialties,   P.A.,  all  professional
corporations  wholly owned by S. J.  Kechejian,  M.D.  These  companies  provide
diagnostic  and  therapeutic  medical  services to patients  suffering from soft
tissue injuries generally  incurred in automobile or job related accidents.  Dr.
Kechejian owns, directly or indirectly, 11,289,208 shares of Common Stock of the
Company (78% of the outstanding shares).

     Furthermore,  the  Company's  office  facilities  are leased from a company
owned by Dr.  Kechejian.  The Company leases its office space and equipment on a
month to month basis from S. J. Kechejian,  M.D., P.A. for which it paid $48,000
for fiscal  year ended  September  30,  2002 and  $28,050  for fiscal year ended
September  30,  2001.  The Company  leases its Dallas MRI facility on a month to
month basis from Arax Limited  Partnership  for which it paid $30,000 for fiscal
year ended  September 30, 2002 and 2001. The Haltom City MRI facility was leased
on a month to month basis from SK Properties  for which it paid $30,000 for each
of the fiscal years ended  September 30, 2002 and 2001.  The General  Partner of
Arax Limited Partnership is Nishan J. Kechejian,  M.D., the brother of Sarkis J.
Kechejian. The principal of SK Properties is Sarkis J. Kechejian.

     Effective  November 29, 2002, Dr. Kechejian  exchanged  6,333,333 shares of
common stock of the Company and  $110,000  cash from  affiliates  for all of the
operating  assets and properties of the Company.  Simultaneously,  Dr. Kechejian
sold the remaining Company shares owned by him and entities that he controls (an
aggregate of 4,955,875 shares) for $0.33 per share cash or a total consideration
of $1,635,439. See Items 1, 5 and 11 above.


                                       -6-
<PAGE>
Item 13.  Exhibits and Reports on Form 8-K

        a. Exhibit 2 - Sale of Assets Agreement

        b. Exhibit 2(a) - Amendment to Sale of Assets Agreement

Item 14. Controls and Procedures

b. Evaluation of disclosure controls and procedures.

     Our chief executive  officer and chief financial officer have evaluated the
effectiveness of the registrant's disclosure controls and procedures (as defined
in Rules 13a-14(c) and 15d-14(c) of the Securities  Exchange Act of 1934), as of
a date within 90 days of the filing date of this  quarterly  report  (Evaluation
Date), that ensure that information relating to the registrant which is required
to be disclosed in this report is recorded, processed,  summarized and reported,
within  required time periods.  They have  concluded  that as of the  Evaluation
Date, the  registrant's  disclosure  controls and  procedures  were adequate and
effective to ensure that material information relating to the registrant and its
consolidated  subsidiaries  would be made known to them by others  within  those
entities,  particularly  during the period in which this yearly report was being
prepared.

c. Changes in internal controls.

     There were no significant changes in the registrant's  internal controls or
in other factors that could  significantly  affect these controls  subsequent to
the Evaluation  Date, nor were there any  significant  deficiencies  or material
weaknesses in these controls requiring corrective actions.





























                                       -7-

<PAGE>
                                   SIGNATURES


      In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.


                              ALLIANCE HEALTH, INC.

DATED:              December 20, 2002        By:  /s/ Sarkis J. Kechejian, M.D.
                                                      Sarkis J. Kechejian, M.D.
                                                      President and Treasurer



     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated.

DATED:              December 20, 2002            /s/Sarkis J. Kechejian, M.D.
                                                    Sarkis J. Kechejian, M.D.
                                                    President and Treasurer

DATED:              December 20, 2002            /s/James Kenney
                                                    James Kenney
                                                    Director

DATED:              December 20, 2002            /s/George Nicolaou, M.D.
                                                    George Nicolaou, M.D.
                                                    Director

DATED:              December 20, 2002            /s/Kenneth Guest
                                                    Kenneth Guest
                                                    Director

DATED:              December 20, 2002            /s/Mac Martirossian
                                                    Mac Martirossian
                                                    Chairman
















                                       -8-

<PAGE>
                                  CERTIFICATION

I, Sarkis J. Kechejian, M.D., certify that:

1. I have reviewed this annual report on Form 10-KSB of Alliance Health, Inc.;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this annual report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions  about the  effectiveness  of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: December 20, 2002

                                             /s/Sarkis J. Kechejian, M.D.
                                             ---------------------------
                                             Sarkis J. Kechejian, M.D.
                                             President and Treasurer









<PAGE>

                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
      AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



     In  connection  with the  annual  filing  of  Alliance  Health,  Inc.  (the
"Company") Annual Report on Form 10-KSB for the period ending September 30, 2002
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
I, Sarkis J.  Kechejian,  M.D.,  President  and Chief  Executive  Officer of the
Company,  certify,  pursuant to the 18 U.S.C.  (SS) 1350, as adopted pursuant to
(SS) 906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully  complies  with the  requirements  of section 13(a) or
15(d) of the Securities Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Company.


/s/Sarkis J. Kechejian, M.D.
------------------------------
Sarkis J. Kechejian, M.D.
President and Chief Executive Officer


December 20, 2002




































<PAGE>

                                  CERTIFICATION

I, Sharilyn J. Bruntz Wilson, certify that:

1.  I have reviewed this annual report on Form 10-KSB of Alliance Health, Inc.;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this annual report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions  about the  effectiveness  of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date:  December 20, 2002


                                             /s/Sharilyn J. Bruntz Wilson
                                             -----------------------------
                                             Sharilyn J. Bruntz Wilson
                                             Vice President and Secretary






<PAGE>

                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
      AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



     In  connection  with the  annual  filing  of  Alliance  Health,  Inc.  (the
"Company") Annual Report on Form 10-KSB for the period ending September 30, 2002
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
I,  Sharilyn J. Bruntz  Wilson,  Vice  President  and  Secretary of the Company,
certify, pursuant to the 18 U.S.C. (SS) 1350, as adopted pursuant to (SS) 906 of
the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully  complies  with the  requirements  of section 13(a) or
15(d) of the Securities Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Company.


/s/Sharilyn J. Bruntz Wilson
------------------------------
Sharilyn J. Bruntz Wilson
Vice President and Secretary


December 20, 2002













<PAGE>











                  Item 13. Exhibits and Reports on Form 10-KSB

                      Exhibit 2 - Sale of Assets Agreement

              Exhibit 2(a) - Amendment to Sale of Assets Agreement

















<PAGE>
                            SALE OF ASSETS AGREEMENT


This Sale of Assets  Agreement  is entered  into as of the 29th day of  November
2002 by and between Alliance Health, Inc., a Delaware  corporation  ("Seller" or
"Company") and S. J. Kechejian ("Purchaser").

WHEREAS,  the  Seller is engaged  in the  business  of  providing  services  and
facilities to medical  practitioners and is the owner of assets  including,  but
not limited to, equipment,  inventories,  contract rights,  leasehold interests,
and miscellaneous assets used in connection with the operation of its business;

WHEREAS, the Purchaser desires to purchase,  and the Seller desires to sell, all
the operating assets used or useful, or intended to be used, in the operation of
the Seller's business.

NOW THEREFORE, IT IS AGREED AS FOLLOWS:

Section 1.  Assets Purchased.
---------   ----------------

The Seller agrees to sell to the Purchaser and the Purchaser  agrees to purchase
from the Seller,  on the terms and conditions set forth in this  Agreement,  the
assets set forth on Schedule 1 hereto ("Assets").

Section 2. Excluded Assets.
---------  ---------------

Excluded from this sale and purchase are theSeller's accounts receivable,  cash,
notes receivable,  prepaid accounts,  the corporate seals,  minute books,  stock
transfer books, general ledger and other accounting records (except as otherwise
provided  herein),  other  records  related  exclusively  to  the  organization,
existence or share  capitalization of the Seller, its affiliates,  subsidiaries,
and any  other  assets of the  business  not  specified  in  Schedule  1 hereto,
together with the Seller's rights under any contract  between the Seller and any
third party and to which consent to assignment to the Purchaser is required, but
has not been  obtained on the Closing  Date.  The Seller  shall make its general
ledger and other  accounting  records  available for inspection by the Purchaser
from time to time upon reasonable request.

Section 3.  Liabilities Assumed.
---------   -------------------

3.1 Except as otherwise  provided  below,  at Closing,  the Purchaser  agrees to
assume and pay, discharge or perform,  as appropriate,  only the liabilities and
obligations of the Seller  specifically  itemized on Schedule 3 hereto ("Assumed
Liabilities").

3.2 Notwithstanding  Section 3.1, the Purchaser shall not assume,  agree to pay,
discharge  or  perform,  or  incur,  as the  case may be,  any of the  following
liabilities:

     3.2.1 liabilities  (including  principal and interest) arising out of loans
and other indebtedness owing to any person or entity, excluding only the Assumed
Liabilities;

     3.2.2  liabilities of the Seller not arising in the ordinary  course of its
business incurred or accrued prior to the Closing,  unless an Assumed Liability;
and

     3.2.3 any liability or obligation  owing to current or former  employees of
the Seller and/or arising out of or in connection with an employee benefit plan.

3.3 The  obligations of the Purchaser under this Section are subject to whatever
rights the  Purchaser  may have under this  Agreement or otherwise for breach by
the Seller of any representation,  warranty,  covenant or agreement contained in
this  Agreement,  including  but not  limited  to any  right of  indemnification
provided by this Agreement.

Section 4.  Purchase  Price.
---------   ---------------

The purchase price for the Assets shall be $2,200,000, allocated as set forth on
Schedule 1 hereto.

<PAGE>
Section 5. Payment of Purchase Price.
---------  -------------------------

The purchase price for the Assets shall be paid in shares of common stock of the
Company,  the number of which shall be equal to the audited book value per share
of  common  stock  as of  September  30,  2002,  divided  into  $2,200,000  (the
"Shares").  For  example,  if the audited  book value as of  September  30, 2002
equals $0.33 per share,  the Purchaser shall transfer  6,666,667  shares back to
the Company in payment for the Assets.

Section 6.  Closing.
---------   -------

6.1 Time and Place.  The  closing  ("Closing")  of the sale and  purchase of the
Assets shall take place at the offices of Seller on a date following  completion
of the audit of  Seller's  financial  statements,  as agreed to by the  parties.
("Closing Date").

6.2  Obligations  of Seller at the  Closing.  At the  Closing,  the Seller shall
deliver to the Purchaser the following:

     6.2.1  one or more  bills  of sale  and  warranty  deeds  from  the  Seller
conveying all of the Assets to the Purchaser;

     6.2.2 a copy of the  resolutions  of the Seller's  board of  directors  and
shareholders,  authorizing  the  execution,  delivery  and  performance  of this
Agreement and any other agreement to be entered into by the Seller in connection
herewith, and the transactions contemplated hereby;

6.3 Obligations of Purchaser at the Closing. At the Closing, the Purchaser shall
endorse, or cause to be endorsed, and shall deliver to the Seller the Shares:

Section 7.  Seller's  Obligation Prior to Closing.
---------   -------------------------------------

7.1 Seller's  Operation  of Business  Prior to Closing.  The Seller  agrees that
between the date of this Agreement and the Closing Date, the Seller will:

     7.1.1  Continue  to  operate  the  business  that  is the  subject  of this
Agreement in the usual and ordinary  course and in substantial  conformity  with
all applicable laws, ordinances, regulations, rules, or orders, and will use its
best efforts to preserve its business  organization  and preserve the  continued
operation of its  business  with its  customers,  suppliers,  and others  having
business relations with the Seller.

     7.1.2 Not assign,  sell, lease, or otherwise  transfer or dispose of any of
the  assets  used in the  performance  of its  business,  whether  now  owned or
hereafter acquired,  except in the normal and ordinary course of business and in
connection with its normal operation.

     7.1.3  Maintain  all of its assets  other than  inventories  in its present
condition,  reasonable wear and tear and ordinary usage  excepted,  and maintain
the inventories at levels normally maintained.

7.2 Access to Premises and Information. At reasonable times prior to the Closing
Date,  the Seller  will  provide  the  Purchaser  and its  representatives  with
reasonable access during business hours to the assets,  titles,  contracts,  and
records of the Seller and furnish such  additional  information  concerning  the
Seller's business as the Purchaser from time to time may reasonably request.

7.3  Conditions  and Best  Efforts.  The  Seller  will use its best  efforts  to
effectuate the  transactions  contemplated  by this Agreement and to fulfill all
the conditions of the obligations of the Seller under this  Agreement,  and will
do  all  acts  and  things  as may be  required  to  carry  out  its  respective
obligations under this Agreement and to consummate and complete this Agreement.

Section 8.  Covenants of Purchaser Prior to Closing.
----------  ---------------------------------------
<PAGE>
8.1  Conditions  and Best Efforts.  The  Purchaser  will use its best efforts to
effectuate the  transactions  contemplated  by this Agreement and to fulfill all
the conditions of the Purchaser's obligations under this Agreement, and shall do
all acts and things as may be required to carry out the Purchaser's  obligations
and to consummate this Agreement.

8.2  Confidential  Information.  If for any  reason  the sale of  Assets  is not
closed,  the  Purchaser  will not  disclose to third  parties  any  confidential
information   received   from  the  Seller  in  the  course  of   investigating,
negotiating, and performing the transactions contemplated by this Agreement.

Section 9. Seller's Representations and Warranties.
---------  ---------------------------------------

The Seller represents and warrants to the Purchaser as follows:

9.1 Corporate  Existence.  The Seller is now, and on the Closing Date will be, a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware, has all requisite corporate power and authority to own
its properties and assets and carry on its business and is good standing in each
jurisdiction in which such qualification is required.

9.2 Corporation Power and Authorization. The Seller has full corporate authority
to execute and deliver this Agreement and any other agreement to be executed and
delivered  by  the  Seller  in  connection  herewith,   and  to  carry  out  the
transactions  contemplated  hereby. The execution and delivery of this Agreement
and the  consummation  of the  transactions  contemplated  hereby have been duly
authorized by all necessary corporate and shareholder action. No other corporate
proceedings  by the Seller will be necessary to authorize  this Agreement or the
carrying out of the transactions contemplated hereby. This Agreement constitutes
a valid and binding Agreement of the Seller in accordance with its terms.

9.3 Conflict with Other Agreements,  Consents and Approvals. With respect to (i)
the articles of incorporation or bylaws of the Seller,  (ii) any applicable law,
statute,  rule or regulation,  (iii) any contract to which the Seller is a party
or may be bound, or (iv) any judgment,  order,  injunction,  decree or ruling of
any court or  governmental  authority to which the Seller is a party or subject,
the  execution  and  delivery  by the  Seller  of this  Agreement  and any other
agreement to be executed and delivered by the Seller in connection  herewith and
the consummation of the transactions  contemplated hereby will not (a) result in
any  violation,  conflict or default,  or give to others any interest or rights,
including rights of termination,  cancellation or acceleration,  (b) require any
authorization,  consent,  approval,  exemption  or other  action by any court or
administrative or governmental  body which has not been obtained,  or any notice
to or filing with any court or administrative or governmental body which has not
been given or done.

9.4 Compliance with Law. The Seller's use and occupancy of the Assets,  wherever
located,  has been in compliance with all applicable  federal,  state,  local or
other  governmental laws or ordinances,  the  non-compliance  with which, or the
violation  of which,  might have a material  adverse  affect on the Assets,  the
Assumed  Liabilities  or the  financial  condition,  results  of  operations  or
anticipated business prospects of the Purchaser,  and the Seller has received no
claim or notice of violation with respect  thereto.  Without in any way limiting
the  generality  of the  foregoing,  the Seller is in  compliance  with,  and is
subject to no  liabilities  under,  any and all  applicable  laws,  governmental
rules,   ordinances,   regulations  and  orders   pertaining  to  the  presence,
management, release, discharge, or disposal of toxic or hazardous waste material
or substances,  pollutants (including conventional pollutants) and contaminants.
The Seller has obtained all material  permits,  licenses,  franchises  and other
authorizations necessary for the conduct of its business.

9.5  Financial  Statements.  Attached  hereto on Schedule  9.5 are the  Seller's
audited (reviewed)  financial statements for the period ended September 30, 2002
("Financial  Statements").  The Financial  Statements are in accordance with the
books and  records of the Seller and are true,  correct,  and  complete;  fairly
present  financial  conditions  of the  Seller  at the  dates of such  Financial
Statements  and the results of its  operations  for the periods then ended;  and
were  prepared in  accordance  with  generally  accepted  accounting  principles
applied on a basis consistent with prior accounting periods. Except as described
in this Agreement,  since September 30, 2002 there has been no material  adverse
change in the financial condition of the Seller.

<PAGE>
9.6 Tax and Other Returns and Reports. (i) All federal, state, local and foreign
tax returns and reports  (including  without  limitation all income tax,  social
security, payroll, unemployment compensation,  sales and use, excise, privilege,
property,  ad valorem,  franchise,  license, and school) required to be filed by
the Seller by the Closing ("Tax  Returns") have been filed with the  appropriate
governmental agencies in all jurisdictions in which such returns and reports are
required to be filed,  and all such  returns and  reports  properly  reflect the
taxes of the Seller for the periods covered  thereby;  (ii) all federal,  state,
and local taxes, assessments,  interest, penalties, deficiencies, fees and other
governmental  charges or  impositions,  including  those  enumerated  above with
respect to the Tax Returns,  which are called for by the Tax  Returns,  or which
are  claimed to be due from the Seller by notice from any taxing  authority,  or
upon or  measured  by its  properties,  assets  or income  ("Taxes"),  have been
properly accrued or paid by or at the Closing if then due and payable; and (iii)
the reserves for Taxes  contained in the  Financial  Statements  are adequate to
cover the tax  liabilities of the Seller as of that date, and nothing other than
tax on  operations  subsequent  to the  date  of the  Financial  Statements  has
occurred subsequent to that date to make any of such reserves inadequate.

9.7 Title to Assets.  Except as described in Schedule 1 of this  Agreement,  the
Seller  holds  good and  marketable  title  to the  Assets,  free  and  clear of
restrictions  on or conditions to transfer or assignment,  and free and clear of
liens, pledges, charges, or encumbrances.

9.8  Litigation.   The  Seller  has  no  knowledge  of  any  claim,  litigation,
proceeding, or investigation pending or threatened against the Seller that might
result in any  material  adverse  change in the  business or condition of Assets
being conveyed under this Agreement.

9.9 Accuracy of Representations  and Warranties.  None of the representations or
warranties  of the Seller  contain or will  contain  any untrue  statement  of a
material  fact or omit or will omit or  misstate a material  fact  necessary  in
order to make statements in this Agreement not  misleading.  The Seller knows of
no fact that has resulted,  or that in its reasonable  judgment will result in a
material  change in the business,  operations,  or assets of the Seller that has
not been set forth in this Agreement or otherwise disclosed to the Purchaser.

Section 10.  Representations of Purchaser.
----------   ----------------------------

The Purchaser represents and warrants to Seller as follows:

10.1 Authorization. The Purchaser has full authority to execute and deliver this
Agreement and any other  agreement to be executed and delivered by the Purchaser
in connection herewith,  and to carry out the transactions  contemplated hereby.
The  execution  and  delivery  of this  Agreement  and the  consummation  of the
transactions  contemplated  hereby have been duly  authorized  by all  necessary
action.  No other  corporate  proceedings  by the Purchaser will be necessary to
authorize  this Agreement or the carrying out of the  transactions  contemplated
hereby.  This Agreement  constitutes a valid and binding Agreement of Purchaser,
in accordance with its terms.

10.2 Title to Shares. The Purchaser is the record and/or beneficial owner of the
Shares and has full  authority  to transfer  the  Shares,  free and clear of all
liens and encumbrances, back to the Seller in exchange for the Assets.

10.3 Accuracy of Representations and Warranties.  None of the representations or
warranties of the Purchaser  contains or will contain any untrue  statement of a
material  fact or omit or will omit or  misstate a material  fact  necessary  in
order to make the statements contained herein not misleading.

Section 11. Conditions Precedent to Purchaser's Obligations.
----------  -----------------------------------------------

The  obligation  of the  Purchaser  to  purchase  the  Assets is  subject to the
fulfillment,  prior  to or at  the  Closing  Date,  of  each  of  the  following
conditions,  any one or  portion  of  which  may be  waived  in  writing  by the
Purchaser:

<PAGE>
11.1  Representations,  Warranties and Covenants of Seller. The  representations
and warranties of the Seller contained  herein and the information  contained in
the Schedules and any other documents delivered by the Seller in connection with
this  Agreement  shall be true  and  correct  in all  material  respects  at the
Closing;  and the Seller shall have performed all  obligations and complied with
all  agreements,   undertakings,  covenants  and  conditions  required  by  this
Agreement to be performed or complied with by it prior to the Closing.

11.2  Conditions  of the  Business.  There shall have been no  material  adverse
change in the manner of operation of the Seller's  business prior to the Closing
Date.

11.3 No  Suits  or  Actions.  At the  Closing  Date no  suit,  action,  or other
proceeding  shall have been  threatened or instituted  to restrain,  enjoin,  or
otherwise  prevent  the  consummation  of  this  Agreement  or the  contemplated
transactions.

Section 12. Conditions Precedent to Obligations of the Seller.
----------  -------------------------------------------------

The  obligations of the Seller to consummate the  transactions  contemplated  by
this Agreement are subject to the fulfillment,  prior to or at the Closing Date,
of each of the following conditions, any one or a portion of which may be waived
in writing by the Seller:

12.1   Representations,    Warranties,   and   Covenants   of   Purchaser.   All
representations  and warranties made in this Agreement by the Purchaser shall be
true  as of the  Closing  Date as  fully  as  though  such  representations  and
warranties had been made on and as of the Closing Date, and the Purchaser  shall
not have  violated  or shall not have failed to perform in  accordance  with any
covenant contained in this Agreement.

Section 13. Purchaser's  Acceptance.
----------  -----------------------

The  Purchaser  represents  and  acknowledges  that  it has  entered  into  this
Agreement on the basis of its own examination,  personal knowledge,  and opinion
of  the  value  of  the   business.   The   Purchaser  has  not  relied  on  any
representations made by the Seller other than those specified in this Agreement.
The Purchaser further acknowledges that the Seller has not made any agreement or
promise to repair or improve any of the leasehold  improvements,  equipment,  or
other  real  or  personal  property  being  sold  to the  Purchaser  under  this
Agreement,  and that the  Purchaser  takes all such  property  in the  condition
existing on the date of this  Agreement,  except as  otherwise  provided in this
Agreement.

Section 14. Risk of Loss.
----------  ------------

The risk of loss, damage, or destruction to any of the equipment,  inventory, or
other  personal  property to be conveyed to the Purchaser  under this  Agreement
shall be borne by the Seller to the time of Closing.  In the event of such loss,
damage, or destruction,  the Seller, to the extent reasonable, shall replace the
lost property or repair or cause to repair the damaged property to its condition
prior to the damage. If replacement,  repairs, or restorations are not completed
prior to Closing,  then the purchase price shall be adjusted by an amount agreed
upon by the  Purchaser  and the Seller that will be  required  to  complete  the
replacement,  repair, or restoration following Closing. If the Purchaser and the
Seller  are  unable  to  agree,  then  the  Purchaser,  at its sole  option  and
notwithstanding  any  other  provision  of this  Agreement,  upon  notice to the
Seller,  may rescind this Agreement and declare it to be of no further force and
effect,  in which event there shall be no Closing of this  Agreement and all the
terms and provisions of this Agreement  shall be deemed null and void. If, prior
to  Closing,  any of the real  properties  that are  included  in the Assets are
materially  damaged or destroyed,  then the Purchaser may rescind this Agreement
in the manner provided above unless  arrangements for repair satisfactory to all
parties involved are made prior to Closing.

Section 15.  Miscellaneous Provisions.
----------   ------------------------

Section 15.1 Notices.  Any notices  permitted or required  under this  Agreement
shall be deemed  given  upon the date of  personal  delivery  or 48 hours  after
deposit in the  United  States  mail,  postage  fully  prepaid,  return  receipt
requested, addressed to Seller at:

<PAGE>
         421 East Airport Freeway
         Irving, Texas 75062

Purchaser at:

         421 East Airport Freeway
         Irving, Texas 75062

or at any other address as any party may, from time to time, designate by notice
given in compliance with this section.

Section  15.2  Survival.  Any of the  terms  and  covenants  contained  in  this
Agreement  which require the performance of either party after the Closing shall
survive the Closing.

Section 15.3 Waiver.  The waiver by either party of the breach of any  provision
of this  Agreement  by the other party shall not  operate or be  construed  as a
waiver of any subsequent breach.

Section 15.4  Assignment.  Except as otherwise  provided  within this Agreement,
neither party hereto may transfer or assign this Agreement without prior written
consent of the other party.

Section 15.5 Law Governing. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas.

Section 15.6 Titles and Captions.  All article,  section and paragraph titles or
captions  contained in this Agreement are for convenience  only and shall not be
deemed part of the context nor affect the interpretation of this Agreement.

Section 15.7 Entire Agreement.  This Agreement contains the entire understanding
between  and among the  parties  and  supersedes  any prior  understandings  and
agreements among them respecting the subject matter of this Agreement.

Section 15.8 Agreement Binding.  This Agreement shall be binding upon the heirs,
executors, administrators, successors and assigns of the parties hereto.

Section 15.9 Further  Action.  The parties  hereto shall execute and deliver all
documents,  provide all  information and take or forbear from all such action as
may be necessary or appropriate to achieve the purposes of this Agreement.

Section 15.10 Good Faith,  Cooperation  and Due  Diligence.  The parties  hereto
covenant,  warrant and represent to each other good faith, complete cooperation,
due diligence and honesty in fact in the  performance of all  obligations of the
parties  pursuant to this  Agreement.  All promises and covenants are mutual and
dependent.

Section  15.11   Counterparts.   This  Agreement  may  be  executed  in  several
counterparts and all so executed shall constitute one Agreement,  binding on all
the  parties  hereto even  though all the  parties  are not  signatories  to the
original or the same counterpart.

Section  15.12 Parties in Interest.  Nothing  herein shall be construed to be to
the benefit of any third party,  nor is it intended that any provision  shall be
for the benefit of any third party.

Section  15.13  Savings  Clause.  If any  provision  of this  Agreement,  or the
application  of such  provision  to any  person or  circumstance,  shall be held
invalid,  the remainder of this Agreement,  or the application of such provision
to persons  or  circumstances  other than those as to which it is held  invalid,
shall not be affected thereby.

<PAGE>
Signed this 29th day of November 2002.


Seller

Alliance Health, Inc.

By:/s/Sharilyn J. Bruntz Wilson
   ----------------------------------
   Sharilyn J. Bruntz Wilson, Vice President

Purchaser

/s/ Sarkis J. Kechejian, M.D.
-----------------------------
Sarkis J. Kechejian, M.D.

<PAGE>


                                   SCHEDULE 1
                    OFFER TO ALLIANCE HEALTH, INC. FOR ASSETS


                                                    Purchase Price Equivalent
                                                     Paid in Shares of Stock
Buildings + leasehold improvements + land

         Sherman                                             $130,000

         Longview                                             120,000

         Haltom City                                          140,000

         Tyler                                                110,000


Equipment, furniture and fixtures                              70,000


MRI's and Truck

         Dallas MRI + leasehold improvements                  480,000

         Ft. Worth MRI                                        480,000

         Mobile MRI                                           630,000

         Truck                                                 40,000

                              Total                        $2,200,000



<PAGE>

<PAGE>

                                  AMENDMENT TO
                            SALE OF ASSETS AGREEMENT

     This is an Amendment  to the Sale of Assets  Agreement  dated  November 29,
2002 between Alliance Health,  Inc. ("Seller" or "Company") and S. J. Kechejian,
M.D. ("Purchaser"), (the "Agreement").

     WHEREAS the parties  wish to change the form of the payment of the purchase
price for the Assets provided for in Section 5 of the Agreement.

     NOW THEREFORE, IT IS AGREED AS FOLLOWS:

     1.   Section 5 of the  Agreement  be and is hereby  amended to provide that
          Purchaser  shall  pay or  cause to be paid  for the  Assets  6,333,333
          shares of common stock of the Company and $110,000 in cash.

     2.   All other terms and conditions of the Agreement shall remain unchanged
          and in full force and effect.

         Signed as of the 29th day of November 2002.

SELLER:                                     PURCHASER:

Alliance Health, Inc.

By:______________________                   __________________________
   Sharilyn J. Bruntz Wilson                Sarkis J. Kechejian, M.D.
   Vice President