1.04 Changes in AHE's Capitalization. If between the date of this Agreement

 AGREEMENT AND PLAN OF REORGANIZATION

     Agreement and Plan of Reorganization  ("Agreement") between Alliance Health
Enterprises,  Inc., a Nevada corporation ("AHE"), and the persons executing this
Agreement as "Shareholders" (the "Shareholders"),  being the owners of record of
all of the issued and outstanding shares of American Buyer's Club International,
Inc., a Delaware corporation (the "Company").

     WHEREAS, AHE wishes to acquire and the Shareholders wish to transfer all of
the issued and  outstanding  stock of the Company in exchange for 732,000 shares
of common stock of AHE in a transaction  intended to qualify as a reorganization
within the meaning of Section 368(a)(1)(B) of the Internal Revenue Code of 1954,
as amended.

     WHEREAS, the effective date of the transaction contemplated herein shall be
January 1, 1997. NOW,  THEREFORE,  AHE and the  Shareholders  adopt this Plan of
Reorganization and agree as follows:
               
                          SECTION 1. EXCHANGE OF STOCK

     1.01  Number of Shares.  The  Shareholders  agree to transfer to AHE at the
Closing the number of shares of common stock of the Company ("Company  Shares"),
shown  opposite their names below in exchange for an aggregate of 732,000 shares
(the "AHE  Shares") of common stock of AHE,  $.001 par value per share.  The AHE
Shares will be issued to the  Shareholders at the Closing at the rate of 732 AHE
Shares for each Company Share in the numbers shown  opposite  their names as set
forth below.

     1.02 Delivery of Certificates by Shareholders.  The transfer of the Company
Shares by the  Shareholders  shall be  effected  by the  delivery  to AHE at the
Closing of  certificates  representing  the Company Shares  endorsed in blank or
accompanied by stock powers executed in blank, with all signatures guaranteed by
a national bank or broker-dealer.

     1.03 Further  Assistance.  At the Closing and from time to time thereafter,
the Shareholders  shall execute such additional  instruments and take such other
action as AHE may request in order to more effectively sell, transfer and assign
the transferred Company Shares to AHE and to confirm AHE's title thereto.

     1.04 Changes in AHE's Capitalization. If between the date of this Agreement
and the Closing,  the  outstanding  shares of AHE common stock are,  without the
receipt of new  consideration  by AHE,  increased,  decreased,  changed  into or
exchanged for a different  number or kind of shares or securities of AHE through
reorganization,  reclassification,  stock dividend,  stock split,  reverse stock
split or similar change in AHE's  capitalization,  AHE will issue and deliver to
the  Shareholders  in  addition  to or in lieu of the AHE  Shares  specified  in
Section 1.01, voting stock of AHE in equitably adjusted amounts. In the event of
any change in AHE's  capitalization,  all  references to AHE Shares herein shall
refer to the number of AHE Shares as thus adjusted.

                               SECTION 2. CLOSING

     2.01 The closing contemplated by Section 1.01 (the "Closing") shall be held
at the offices of David L.  Kagel,  1801  Century  Park East,  Suite  2500,  Los
Angeles,  California 90067, on April 1, 1997 or as soon as practical  thereafter
unless another place or time is agreed upon in writing by the parties.

          SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS

     The Shareholders hereby warrant, represent and agree as follows:

     3.01 Corporate Status. The Company is a corporation duly organized, validly
existing  and in good  standing  under the laws of the State of Delaware  and is
licensed or qualified as a foreign corporation in all jurisdictions in which the
nature of its business or the  character or  ownership of its  properties  makes
such licensing or qualification necessary.

     3.02  Capitalization.  The authorized capital stock of the Company consists
of 1,000  shares  of  common  stock,  of  which  1,000  shares  are  issued  and
outstanding. All such shares are fully paid and non-assessable.

     3.03  Financial  Statements.   The  financial  statements  of  the  Company
furnished to AHE,  consisting of an unaudited balance sheet as of March 31, 1997
and a related  statement  of income  for the period  then ended (the  "Financial
Statements")  will be  delivered  at the  Closing,  will be  correct  and fairly
present  the  financial  condition  of the  Company  as of the dates and for the
periods involved.

     3.04 Undisclosed Liabilities.  The Company has no liabilities of any nature
except to the extent reflected or reserved against in the Financial  Statements,
whether  accrued,  absolute,   contingent  or  otherwise,   including,   without
limitation, tax liabilities and interest due or to become due, and the Company's
accounts  receivable  are  collectible  in  accordance  with  the  terms of such
accounts,  except  to  the  extent  of the  reserve  therefor  in the  Financial
Statements.

     3.05  Interim  Changes.  Between  March  31,  1997  and  the  date  of this
Agreement,  there  have not been,  (1) any  changes in the  Company's  financial
condition,  assets,  liabilities, or business which, in the aggregate, have been
materially adverse;  (2) any damage,  destruction or loss of or to the Company's
property, whether or not covered by insurance; (3) any declaration or payment of
any dividends or other  distribution in respect of the Company's  capital stock,
or any direct or indirect redemption,  purchase or other acquisition or any such
stock;  or (4) any increase  paid or agreed to in the  compensation,  retirement
benefits or other commitments to employees.

     3.06 Title to Property.  The Company has good and  marketable  title to all
properties and assets, real and personal, reflected in the Financial Statements,
except  as  since  sold or  otherwise  disposed  of in the  ordinary  course  of
business,  and the Company's  properties  and assets are subject to no mortgage,
pledge,  lien or  encumbrance,  except for liens shown therein,  with respect to
which no default exists.

     3.07  Litigation.  There is no  litigation  or  proceeding  pending,  or to
Shareholders'  knowledge  threatened,  against or relating to the  Company,  its
properties or business.

     3.08  Access  to  Records,  etc.  From  the date of this  Agreement  to the
Closing,  the  Shareholders  will cause the  Company  (1) to give to AHE and its
representatives  full access during normal business hours to all of its offices,
books, records,  contracts, and other corporate documents and properties so that
AHE may inspect and audit them; and (2) to furnish such  information  concerning
the Company's properties and affairs as AHE may reasonably request.

     3.09  Confidentiality  Until the Closing  (and  permanently  if there is no
Closing),  the Shareholders and their representatives will keep confidential any
information  which they obtain from AHE  concerning its  properties,  assets and
business. If the transactions contemplated by this Agreement are not consummated
by April 15, 1997 the  Shareholders  will return to AHE all written  matter with
respect  to  AHE  obtained  by  them  in  connection  with  the  negotiation  or
consummation of this Agreement.

     3.10 Title to Shares.  The Shareholders are, in the aggregate,  the owners,
free and clear of any liens, claims and encumbrances, of all Company Shares.

     3.11 Investment  Intent.  The Shareholders are acquiring the AHE Shares for
their own respective accounts,  for investment  purposes,  and not for or with a
view to resale or distribution. The AHE shares shall bear a legend to the effect
that they represent restricted securities which may not be sold,  transferred or
hypothecated in the absence of a registration statement under the Securities Act
of 1933, as amended, or an opinion of counsel that registration is not required.
      
     3.12 Employment  Agreements.  At the Closing each of the Shareholders shall
execute an employment  agreement with the Company in the form attached hereto as
Exhibit 3.12.
  
           SECTION 4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF AHE

     AHE  represents  and warrants to, and covenants  with the  Shareholders  as
follows:

     4.01  Corporate  Status.  AHE  is a  corporation  duly  organized,  validly
existing  and in good  standing  under the laws of the  State of  Nevada  and is
licensed or qualified as a foreign corporation in all jurisdictions in which the
nature of its business or the  character or  ownership of its  properties  makes
such licensing or qualification necessary.

     4.02  Capitalization.  The  authorized  capital  stock of AHE  consists  of
10,000,000  shares of common  stock,  having a par value of $.001 per share,  of
which   1,707,462   shares   are  issued   and   outstanding,   fully  paid  and
non-assessable.

     4.03  Undisclosed  Liabilities.  AHE has no undisclosed  liabilities of any
nature.
       
     4.04 Title to Property. AHE has good and marketable title to all properties
and assets, real and personal, and AHE's properties and assets are subject to no
mortgage,  pledge,  lien or  encumbrance,  except for liens shown therein,  with
respect to which no default exists.

     4.05 Litigation.  There is no litigation or proceeding pending, or to AHE's
knowledge threatened, against or relating to AHE, its properties or business.
       
     4.06  Confidentiality.  Until the Closing (and  permanently  if there is no
Closing),  the  Company  and its  representatives  will  keep  confidential  any
information which it obtained from the Company concerning its properties, assets
and  business.  If the  transactions  contemplated  by  this  Agreement  are not
consummated  by April 30, 1997 AHE will return to the Company all written matter
with respect to the Company obtained by it in connection with the negotiation or
consummation of this Agreement.

     4.07  Investment  Intent.  AHE  is  acquiring  the  Company  Shares  to  be
transferred to it under this Agreement for investment and not with a view to the
sale or distribution  thereof, and AHE has no commitment or present intention to
liquidate the Company or to sell or otherwise dispose of the Company Shares.

     4.08 Corporate  Authority.  AHE has full  corporate  power and authority to
enter into this  Agreement and to carry out its  obligations  hereunder and will
deliver to the  Shareholders  at the Closing a certified  copy of resolutions of
its Board of Directors  authorizing  execution of this Agreement by its officers
and performance thereunder.

     4.09 Due Authorization.  Execution of this Agreement and performance by AHE
hereunder  has been or  prior  to the  Closing  will be duly  authorized  by all
requisite  corporate  and  shareholder  action  on the  part  of AHE,  and  this
Agreement  constitutes  a valid and binding  obligation  of AHE and  performance
hereunder  will not violate any  provision of AHE's  Articles of  Incorporation,
Bylaws, mortgages, agreements with third parties or other commitments.

                SECTION 5. CONDUCT OF COMPANY PENDING THE CLOSING

     The  Shareholders  agree  that  from the date of this  Agreement  until the
Closing the Company will conduct itself in the following manner:

     5.01 Certificate of Incorporation  and Bylaws.  The Company will not change
its Certificate of Incorporation or Bylaws.

     5.02  Capitalization,  etc.  The  Company  will not make any  change in its
authorized, issued or outstanding capital stock; grant any stock option or right
to purchase  shares of its capital stock;  issue any security  convertible  into
shares of its capital stock; purchase,  redeem, retire, or otherwise acquire any
shares of its capital stock;  or agree to do any of the  foregoing;  or declare,
set aside or pay any  dividend or other  distribution  in respect of its capital
stock.

     5.03 Business in Ordinary Course.  The Company will conduct its business in
the  ordinary  course and will (1) use its best efforts to preserve its business
organization  intact,  to keep  available  to AHE the  services  of its  present
officers and employees and to preserve the goodwill of suppliers,  customers and
others  having  business  relations  with it; (2)  maintain  its  properties  in
customary  repair,  working order and  condition,  reasonable  wear and tear and
damage by  casualty  excepted;  (3) keep in force at no less than their  present
limit all policies of  insurance;  (4) make no material  change in the customary
terms and conditions on which it extends credit to customers; and (5) enter into
no sale, lease, contract,  commitment or other transaction;  provided,  however,
that nothing in this Section 5.03 shall prohibit compliance by the Company with,
or the Company's  borrowings or repayment  funds  pursuant to, and agreements or
other commitments disclosed by the Company to AHE.

     5.04 Banking  Arrangements;  Powers of Attorney.  The Company will not make
any change in its banking and safe deposit  arrangements  and will not grant any
powers of attorney.

     5.05  Accounting  Practices.  Except  as  required  by  generally  accepted
accounting  principles,  the Company will not make any changes in its accounting
methods or practices.

     5.06 Merger,  etc. The Company will not merge or consolidate with any other
corporation;  sell or lease all or substantially all of its assets and business;
acquire all or  substantially  all of the stock of the business or assets or any
other person,  corporation or business  organization;  or agree to do any of the
foregoing.

                     SECTION 6. COVENANTS AFTER THE CLOSING

     6.01 After Closing. From and after the Closing, all parties hereto agree to
issue  certificates  representing  the AHE  Shares  to the  Shareholders  of the
Company pursuant to Paragraph 1.01 hereof.

                      SECTION 7. CONDITIONS PRECEDENT - AHE

     All  obligations of AHE under this Agreement are subject,  at AHE's option,
to the  fulfillment,  before  or at  the  Closing,  of  each  of  the  following
conditions:

     7.01  Representations  and Warranties  True at Closing.  The  Shareholders'
representations  and warranties  contained in this  Agreement  shall be true and
correct as of the date hereof and as of the Closing in all material respects.

     7.02 Due Performance.  The  Shareholders  shall have performed and complied
with all the terms and conditions  required by this Agreement to be performed or
complied with by them before the Closing.

     7.03 Books and Records.  The  Shareholders  have caused the Company to make
available  to AHE all books and records of the Company,  including  minute books
and stock transfer records.

     7.04 Acceptance by the Shareholders. The terms of this Agreement shall have
been  accepted by all of the  Shareholders  of the Company as evidenced by their
signatures on the signature page of this Agreement.

               SECTION 8. CONDITIONS PRECEDENT - THE SHAREHOLDERS

     All obligations of the  Shareholders  under this Agreement are subject,  at
their  option,  to the  fulfillment,  before or at the  Closing,  of each of the
following conditions:

     8.01 Representations and Warranties True at Closing.  AHE's representations
and warranties  contained in this Agreement  shall be true and correct as of the
date hereof at and as of the Closing in all material respects.

     8.02 Due Performance. AHE shall have performed and complied with all of the
terms and conditions required by this Agreement to be performed or complied with
by it before the Closing.

     8.03  Revocation  of Prior  Authorizations.  The  Shareholders  shall  have
delivered to AHE  certified  copies of  resolutions  of the  Company's  Board of
Directors  revoking  as of the  Closing  all  prior  authorizations,  powers  of
attorney,  designations  and  appointments  relating  to the  signing of checks,
borrowing of funds,  access to corporate  safe deposit  boxes and other  similar
matters, to the extent requested by AHE.

     8.04  Resignations.  There  shall  have been  delivered  to AHE the  signed
resignations of such directors of the Company as AHE shall request,  dated as of
the Closing.

                           SECTION 9. INDEMNIFICATION

     9.01  Indemnification of AHE. The Shareholders  severally (and not jointly)
agree to indemnify AHE against any loss, damage or expense (including reasonable
attorneys' fees) suffered by AHE from (1) any breach by the Shareholders of this
Agreement;  or (2) any  inaccuracy  in or breach of any of the  representations,
warranties or covenants by the Shareholders herein;  provided,  however that (a)
AHE shall be entitled to assert rights of indemnification  hereunder only if and
to the extent that it suffers losses, damages and expenses (including reasonable
attorneys'  fees)  exceeding  $50,000 in the  aggregate;  and (b) AHE shall give
notice  of any  claims  hereunder  within  the  twenty-four  (24)  month  period
beginning on the date of the Closing. No loss, damage or expense shall be deemed
to have been  sustained by AHE to the extent of insurance  proceeds  paid to, or
tax benefits  realizable  by, AHE or the Company as a result of the event giving
rise to such light indemnification.

     9.02   Indemnification  of  Shareholders.   AHE  agrees  to  indemnify  the
Shareholders   against  any  loss,  damage  or  expense  (including   reasonable
attorneys' fees) suffered by any of the Shareholders  from (1) any breach by AHE
of  this  Agreement;  or (2)  any  inaccuracy  in or  breach  of  any  of  AHE's
representations, warranties or covenants herein.

     9.03 Defense of Claims. Upon obtaining  knowledge thereof,  the indemnified
party shall promptly notify the indemnifying  party of any claim which has given
or could give rise to a right of  indemnification  under this Agreement.  If the
right of  indemnification  relates to a claim  asserted by a third party against
the indemnified  party,  the  indemnifying  party shall have the right to employ
counsel  acceptable to the indemnified  party to cooperate in the defense of any
such claim.  So long as the  indemnifying  party is defending  any such claim in
good  faith,  the  indemnified   party  will  not  settle  such  claim.  If  the
indemnifying  party does not elect to defend  any such  claim,  the  indemnified
party shall have no obligation to do so.

                             SECTION 10. TERMINATION

     10.01  Termination.  This Agreement may be terminated (1) by mutual consent
in writing;  (2) by either the  Shareholders or AHE if there has been a material
misrepresentation  or material  breach of any  warranty or covenant by the other
party;  or (3) by either the  Shareholders  of AHE if the Closing shall not have
taken place,  unless  adjourned to a later date by mutual  consent in writing by
April 30, 1997.

                         SECTION 11. GENERAL PROVISIONS

     11.01 Further  Assurances.  At any time,  and from time to time,  after the
Effective  Date,  each party will execute such  additional  instruments and take
such  action as may be  reasonably  requested  by the other  party to confirm or
perfect  title to any property  transferred  hereunder or otherwise to carry out
the intent and purposes of this Agreement.

     11.02 Waiver. Any failure on the part of either party hereto to comply with
any of its  obligations,  agreements  or  conditions  hereunder may be waived in
writing by the party to whom such compliance is owed.

     11.03 Brokers.  Each party  represents to the other party that no broker or
finder  has  acted  for it in  connection  with this  Agreement,  and  agrees to
indemnify  and hold  harmless the other party  against any fee,  loss or expense
arising  out of claims by brokers or  finders  employed  or alleged to have been
employed by it.

     11.04 Notices. All notices and other  communications  hereunder shall be in
writing and shall be deemed to have been given if delivered in person or sent by
prepaid first-class  registered or certified mail, return receipt requested,  as
follows:

                      To: Alliance Health Enterprises, Inc.
                          c/o David L. Kagel
                          1801 Century Park East, #2500
                          Los Angeles, CA 90067
                          (310) 553-9009

                      To:  Michael Chazen, Esq.
                           c/o Chazen & Masia
                           Freehold Executive Center
                           4400 Route 9 South
                           Freehold, New Jersey 07728

     11.05 Entire  Agreement.  This Agreement  constitutes the entire  agreement
between   the  parties  and   supersedes   and  cancels  any  other   agreement,
representation,  or communication,  whether oral or written, between the parties
hereto relating to the  transactions  contemplated  herein or the subject matter
hereof.

     11.06 Headings.  The section and subsection  headings in this Agreement are
inserted  for  convenience  only and shall not affect in any way the  meaning or
interpretation of this Agreement.

     11.07  Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Nevada.

     11.08  Assignment.  This  Agreement  shall  inure to the benefit of, and be
binding upon,  the parties hereto and their  successors  and assigns;  provided,
however,  that any assignment by either party of its rights under this Agreement
without the written consent of the other party shall be void.

     11.09 Counterparts. This Agreement may be executed simultaneously in two or
more counterparts,  each of which shall be deemed an original,  but all of which
together shall  constitute  one and the same  instrument.  Facsimile  signatures
shall be considered as original signatures.

Executed as of this 17th day of April, 1997.
ALLIANCE HEALTH ENTERPRISES, INC.

By:____________________________

SHAREHOLDERS OF AMERICAN BUYER'S CLUB INTERNATIONAL, INC.

- ------------------                                    -----------------
Steven Wise                                           David Bannon

Shares of Company:  500                     Shares of Company:  500  
                  -------                                     -------

Shares of AHE:  366,000                     Shares of AHE:  366,000  
               ----------                                  ----------

 

Basic Info X:

Name: 1.04 Changes in AHE's Capitalization. If between the date of this Agreement
Type: the date of this Agreement
Date: Nov. 6, 1998
Company: Capital Financial Global, Inc.
State: Nevada

Other info:

Date:

  • January 1 , 1997
  • April 1 , 1997
  • March 31 , 1997
  • April 15 , 1997
  • April 30 , 1997
  • 17th day of April , 1997

Organization:

  • American Buyer 's Club International , Inc.
  • 1801 Century Park East
  • State of Delaware
  • Company to AHE
  • Company 's Board of Directors
  • Indemnification of Shareholders
  • Defense of Claims
  • Alliance Health Enterprises , Inc.
  • Chazen & Masia Freehold Executive Center
  • the State of Nevada

Location:

  • Delaware
  • California
  • Nevada
  • 1801 Century Park East
  • Los Angeles
  • Esq
  • South Freehold
  • New Jersey

Money:

  • $ .001
  • $ 50,000
  • # 2500

Person:

  • David L. Kagel
  • Michael Chazen
  • Steven Wise David Bannon