EXHIBIT 4.12

                       WARRANT TO PURCHASE COMMON STOCK

 THIS WARRANT  AND  THE SHARES  ISSUABLE  HEREUNDER HAVE  BEEN  ACQUIRED  FOR
 INVESTMENT AND NOT FOR DISTRIBUTION, AND HAVE NOT BEEN REGISTERED UNDER  THE
 SECURITIES ACT OF 1933, AS AMENDED NEITHER THE WARRANT NOR THE SHARES MAY BE
 SOLD, PLEDGED, OR  OTHERWISE TRANSFERRED WITHOUT  AN EFFECTIVE  REGISTRATION
 THEREOF UNDER SUCH  ACT OR PURSUANT  TO RULE 144  OR AN  OPINION OF  COUNSEL
 REASONABLY  SATISFACTORY  TO   THE  COMPANY  AND   ITS  COUNSEL  THAT   SUCH
 REGISTRATION IS  NOT  REQUIRED. THIS  WARRANT  MUST BE  SURRENDERED  TO  THE
 COMPANY OR ITS TRANSFER AGENT AS  A CONDITION PRECEDENT TO THE SALE,  PLEDGE
 OR OTHER TRANSFER  OF ANY INTEREST  IN THIS WARRANT  OR THE SHARES  ISSUABLE
 HEREUNDER.

 Issuer:  American HealthChoice, Inc.
 Class of Stock: Common Stock
 Issue Date:  December 29, 2005
 Expiration Date:  December 29, 2008

      THIS WARRANT TO PURCHASE COMMON STOCK is being issued pursuant to  that
 certain Securities  Purchase Agreement  dated as  of  the date  hereof  (the
 "Purchase Agreement")  between  American  HealthChoice,  Inc.,  a  New  York
 corporation (the "Company") and Golden Gate Investors, Inc. ("Holder").
 Warrants. The  Company  hereby  grants  to  Holder  the  right  to  purchase
 3,000,000 shares of  the Company's Common  Stock (the  "Shares" or  "Warrant
 Shares") at a  price per  share equal  to the  Exercise Price  set forth  in
 section 2.4 below.  This Warrant  is exercisable concurrently with, and  not
 subsequent to, the issuance of a Conversion Notice under the Debenture.  The
 date that  the Holder  issues a  Conversion Notice  under the  Debenture  is
 hereafter referred to as the "Conversion  Date."  Defined terms not  defined
 herein shall have  the meanings  ascribed to them  in the  Debenture or  the
 Securities Purchase Agreement.

 Holder agrees that,  beginning in the  first full calendar  month after  the
 Registration Statement is declared effective, Holder will exercise at  least
 5%, but no more than 10% (such 10% maximum amount to be cumulative from  the
 Deadline), of  the Warrants  per calendar  month, provided  that the  Common
 Shares are available,  registered and freely  tradable. If Holder  exercises
 more than 5% of the Warrants in any calendar month, the excess over 5% shall
 be credited  against  the next  month's  minimum exercise  amount.  The  10%
 monthly maximum amount shall not be  applicable if the Current Market  Price
 of the Common Stock  at anytime during the  applicable month is higher  than
 the Current Market Price  of the Common  Stock on the  Closing Date. In  the
 event Holder does not exercise at least 5% of the Warrants in any particular
 calendar month, Holder  shall not  be entitled  to collect  interest on  the
 Debenture for that  month if  the Company  gives Holder  written notice,  at
 least 5 business days prior to the end of the month, of Holder's failure  to
 convert the minimum required amount for that month.

 This Warrant shall expire and Holder shall no longer be able to purchase the
 Warrant Shares on the Expiration Date.

 EXERCISE

 Method of Exercise.  Holder may  exercise this Warrant by delivering a  duly
 executed Warrant Notice of  Exercise in substantially  the form attached  as
 Appendix 1 to the principal office of the Company.

 Delivery of Certificate and New Warrant.   As promptly as practicable  after
 the receipt of the  Warrant Notice of  Exercise, but in  any event not  more
 than three (3)  Business Days  after the  Company's receipt  of the  Warrant
 Notice of  Exercise, the  Company shall  issue the  Shares and  cause to  be
 mailed for delivery  by overnight courier,  or if  a Registration  Statement
 covering the  Shares has  been declared  effective by  the SEC  cause to  be
 electronically transferred, to Holder a certificate representing the  Shares
 acquired and,  if this  Warrant has  not been  fully exercised  and has  not
 expired,  a  new  Warrant  substantially  in   the  form  of  this   Warrant
 representing the right to acquire the portion of the Shares not so acquired.

 Replacement of Warrants.  On receipt of evidence reasonably satisfactory  to
 the Company of the  loss, theft, destruction or  mutilation of this  Warrant
 and, in the case of loss, theft or destruction, on delivery of an  indemnity
 agreement reasonably satisfactory in form and  amount to the Company or,  in
 the case of mutilation, or surrender  and cancellation of this Warrant,  the
 Company at its expense shall execute and deliver, in lieu of this Warrant, a
 new warrant of like tenor.

 Exercise Price.   The  Exercise Price  of this  Warrant shall  be $1.09  per
 Share.

 ADJUSTMENT TO THE SHARES

      The number of Shares purchasable upon the exercise of this Warrant  and
 the Exercise Price shall be subject to adjustment from time to time upon the
 occurrence of certain events, as follows:

 Reclassification.  In case of any reclassification or change of  outstanding
 securities of the class issuable upon exercise of this Warrant then, and  in
 any such case, the Holder,  upon the exercise hereof  at any time after  the
 consummation of  such  reclassification  or change,  shall  be  entitled  to
 receive in lieu  of each Share  theretofore issuable upon  exercise of  this
 Warrant, the kind  and amount of  shares of stock,  other securities,  money
 and/or property received upon such reclassification or change by a holder of
 one Share.   The provisions  of this Section  2.1 shall  similarly apply  to
 successive reclassifications or changes.

 Subdivision or Combination of Shares.  If the Company at any time while this
 Warrant remains outstanding  and unexpired  shall subdivide  or combine  its
 Shares, the Exercise Price shall be proportionately decreased in the case of
 a subdivision or increased in the case of a combination.

 Stock Dividends.    If  the Company,  at  any  time while  this  Warrant  is
 outstanding shall  pay a  dividend with  respect to  its Shares  payable  in
 Shares, or make  any other  distribution of  Shares with  respect to  Shares
 (except any  distribution  specifically  provided for  in  Section  2.1  and
 Section 2.2 above),  then the Exercise  Price shall  be adjusted,  effective
 from and  after  the  date of  determination  of  shareholders  entitled  to
 received  such  dividend  or  distribution,  to  that  price  determined  by
 multiplying the Exercise Price in effect  immediately prior to such date  of
 determination by a fraction, (a) the  numerator of which shall be the  total
 number  of  Shares  outstanding  immediately  prior  to  such  dividend   or
 distribution, and (b) the denominator of which shall be the total number  of
 Shares outstanding immediately after such dividend or distribution.

 Non-Cash Dividends.   If  the Company  at  any time  while this  Warrant  is
 outstanding  shall  pay  a  dividend  with  respect  to  Shares  payable  in
 securities other than Shares or other  non-cash property, or make any  other
 distribution of such securities or property  with respect to Shares  (except
 any distribution specifically provided  for in Section  2.1 and Section  2.2
 above), then this Warrant shall represent the right to acquire upon exercise
 of this Warrant such securities or  property which a holder of Shares  would
 have been entitled to  receive upon such  dividend or distribution,  without
 the  payment  by  the  Holder  of  any  additional  consideration  for  such
 securities or property.

 Effect of Reorganization  and Asset  Sales.   If any  (i) reorganization  or
 reclassification of the  Common Stock (ii)  consolidation or  merger of  the
 Company  with  or  into  another  corporation,  or  (iii)  sale  or  all  or
 substantially all of the Company's  operating assets to another  corporation
 followed by a  liquidation of  the Company  (any such  transaction shall  be
 referred to herein as an "Event"), is effected in such a way that holders of
 common Stock are  entitled to  receive securities and/or assets as a  result
 of their Common Stock ownership, the Holder, upon exercise of this  Warrant,
 shall be entitled to receive such shares of stock securities or assets which
 the Holder would  have received had  it fully exercised  this Warrant on  or
 prior the record date for such Event.   The Company shall not merge into  or
 consolidate with another corporation  or sell all of  its assets to  another
 corporation for a consideration consisting  primarily of securities of  such
 corporation, unless the successor or acquiring corporation, as the case  may
 be, shall expressly assume the due  and punctual observance and  performance
 of each and every covenant and condition of this Warrant to be performed  or
 observed  by  the  Company  and  all  of  the  obligations  and  liabilities
 hereunder, subject to such modification as shall be necessary to provide for
 adjustments which  shall  be as  nearly  equivalent as  practicable  to  the
 adjustments provided for in this Section 2.  The foregoing provisions  shall
 similarly apply to successive mergers, consolidations or sales of assets.

 Adjustment of Number of Shares.  Upon each adjustment in the Exercise Price,
 the number of Shares shall be adjusted,  to the nearest whole share, to  the
 product  obtained  by   multiplying  the  number   of  Shares,   purchasable
 immediately prior to such adjustment by  a fraction, the numerator of  which
 shall be the  Exercise Price immediately  prior to such  adjustment and  the
 denominator of which shall be the Exercise Price immediately thereafter.

 No Impairment.   The  Company shall  not, by  amendment of  its articles  of
 incorporation   or   through   a   reorganization,   transfer   of   assets,
 consolidation, merger,  dissolution, issue,  or sale  of securities  or  any
 other voluntary action, avoid or seek to avoid the observance or performance
 of any of the terms to  be observed or performed  under this Warrant by  the
 Company, but shall at all times in good faith assist in carrying out all  of
 the provisions of  this Warrant  and in  taking all  such action  as may  be
 reasonably necessary  or appropriate  to protect  Holder's rights  hereunder
 against impairment.  If  the Company takes any  action affecting its  Common
 Stock other than as described above  that adversely affects Holder's  rights
 under this Warrant, the  Exercise Price shall be  adjusted downward and  the
 number of Shares issuable  upon exercise of this  Warrant shall be  adjusted
 upward in such a manner that the aggregate Exercise Price of this Warrant is
 unchanged.

 Fractional Shares.  No fractional Shares shall be issuable upon the exercise
 of this Warrant, and the number of Shares to be issued shall be rounded down
 to the nearest whole Share.

 Certificate as to Adjustments.  Upon  any adjustment of the Exercise  Price,
 the Company,  at its  expense, shall  compute  such adjustment  and  furnish
 Holder with a certificate of its Chief Financial Officer setting forth  such
 adjustment and the facts upon which  such adjustment is based.  The  Company
 shall, upon written request, furnish Holder a certificate setting forth  the
 Exercise Price in effect upon the date thereof and the series of adjustments
 leading to such Exercise Price.

 No Rights of  Shareholders.   This Warrant does  not entitle  Holder to  any
 voting rights or any other rights as  a shareholder of the Company prior  to
 the exercise of Holder's right to purchase Shares as provided herein.

 REPRESENTATIONS AND COVENANTS OF THE COMPANY

 Representations and Warranties.  The Company hereby represents and  warrants
 to Holder that  all Shares  which may  be issued  upon the  exercise of  the
 purchase right represented by  this Warrant, shall,  upon issuance, be  duly
 authorized, validly issued,  fully paid and  nonasessable, and  free of  any
 liens and encumbrances.

 Notice of  Certain Events.   If  the  Company proposes  at any  time  (a) to
 declare any dividend or distribution upon its Common Stock, whether in cash,
 property, stock,  or other  securities and  whether or  not a  regular  cash
 dividend; (b) to offer for subscription pro rata to the holders of any class
 or series of its stock any additional shares of stock of any class or series
 or other rights; (c) to effect  any reclassification or recapitalization  of
 Common  Stock;  (d)  to  merge  or  consolidate  with  or  into  any   other
 corporation, or sell, lease, license, or convey all or substantially all  of
 its assets, or to liquidate,  dissolve or wind up;  or (e) offer holders  of
 registration rights the opportunity to participate in an underwritten public
 offering of the Company's securities for cash, then, in connection with each
 such event, the Company shall give Holder (1) at least 20 days prior written
 notice of  the date  on which  a record  will be  taken for  such  dividend,
 distribution, or subscription rights (and specifying  the date on which  the
 holders of Common Stock will be entitled thereto) or for determining  rights
 to vote, if any, in respect of the matters referred to in (c) and (d) above;
 (2) in the case of the matters referred to in (c) and (d) above at least  20
 days prior written notice  of the date  when the same  will take place  (and
 specifying the date on which the holders of Common Stock will be entitled to
 exchange their Common  Stock for  securities or  other property  deliverable
 upon the  occurrence of  such event);  and (3)  in the  case of  the  matter
 referred to in (e) above, the same notice as is given to the holders of such
 registration rights.

 Information Rights.  So long as Holder holds this Warrant and/or any of  the
 Shares, the  Company shall  deliver to  Holder (a)  promptly after  mailing,
 copies of all notices or other written communications to the shareholders of
 the Company, (b) within ninety (90) days  of their availability, the  annual
 audited financial statements of the Company certified by independent  public
 accountants of  recognized standing,  and  (c) within forty-five  (45)  days
 after the end  of each  fiscal quarter or  each fiscal  year, the  Company's
 quarterly, unaudited financial statements.

 Reservation of  Warrant Shares.   The  Company has  reserved and  will  keep
 available, out of the  authorized and unissued shares  of Common Stock,  the
 full number of shares sufficient to  provide for the exercise of the  rights
 of purchase represented by this Warrant.

 Registration Rights. If Holder exercises this Warrant and purchases some  or
 all of the Shares,  Holder shall have the  Registration Rights set forth  in
 that certain Registration Rights Agreement executed concurrently therewith.

 REPRESENTATIONS AND COVENANTS OF THE HOLDER

 Private Issue.    Holder  understands (i)  that  the  Shares  issuable  upon
 exercise of  Holder's rights  contained in  the Warrant  are not  registered
 under the Act  or qualified under  applicable state securities  laws on  the
 ground that the issuance contemplated by the Warrant will be exempt from the
 registration and  qualifications requirements  thereof,  and (ii)  that  the
 Company's  reliance   on   such   exemption  is   predicated   on   Holder's
 representations set forth in this Article 5.

 Financial Risk.  Holder has such  knowledge and experience in financial  and
 business matters as to be capable of evaluating the merits and risks of  its
 investment and has the ability to bear the economic risks of its investment.
 Risk of No Registration.   Holder understands that  if the Company does  not
 register with the Securities and Exchange Commission pursuant to Section  12
 of the Act,  or file reports  pursuant to Section  15(d), of the  Securities
 Exchange Act  of 1934  (the  "1934 Act"),  or  if a  registration  statement
 covering the securities under the  Act is not in  effect when it desires  to
 sell (i) the right to purchase Shares  pursuant to the Warrant, or (ii)  the
 Shares issuable upon exercise of the  right to purchase, it may be  required
 to hold such securities for an indefinite period.

 Accredited Investor.  Holder  is an "accredited investor,"  as such term  is
 defined in Regulation D promulgated pursuant to the Act.

 MISCELLANEOUS

 Term.  This Warrant  is exercisable, in whole  or in part,  at any time  and
 from time to  time on  or after the  Conversion Date  and on  or before  the
 Expiration Date set forth above.

 Compliance with  Securities Laws  on  Transfer.   This  Warrant may  not  be
 transferred or  assigned  in  whole  or  in  part  without  compliance  with
 applicable federal  and state  securities laws  by  the transferor  and  the
 transferee  (including,  without  limitation,  the  delivery  of  investment
 representation letters  and legal  opinions reasonably  satisfactory to  the
 Company, as  reasonably requested  by the  Company). The  Company shall  not
 require Holder to provide  an opinion of  counsel if the  transfer is to  an
 affiliate of Holder.

 Transfer Procedure.  Holder shall have the right without the consent of  the
 Company to transfer  or assign  in whole  or in  part this  Warrant and  the
 Shares issuable upon  exercise of this  Warrant. Holder  agrees that  unless
 there is  in effect  a registration  statement under  the Act  covering  the
 proposed transfer of all or part of this Warrant, prior to any such proposed
 transfer the Holder  shall give  written notice  thereof to  the Company  (a
 "Transfer Notice").   Each  Transfer Notice  shall describe  the manner  and
 circumstances of  the proposed  transfer in  reasonable detail  and, if  the
 company so requests, shall be accompanied by an opinion of legal counsel, in
 a form  reasonably satisfactory  to  the Company,  to  the effect  that  the
 proposed transfer  may  be  effected without  registration  under  the  Act;
 provided  that  the  Company  will  not  require  opinions  of  counsel  for
 transactions involving  transfers  to  affiliates or  pursuant  to  Rule 144
 promulgated by the Securities and Exchange Commission under the act,  except
 in unusual circumstances.

 Notices, etc.  All  notices and other  communications required or  permitted
 hereunder shall be in writing and shall be delivered personally, or sent  by
 telecopier machine or by a nationally recognized overnight courier  service,
 and shall be  deemed given when  so delivered personally,  or by  telecopier
 machine or overnight courier service as follows:

      If to the Company, to:

      American HealthChoice, Inc.
      2221 Justin Road, Suite 119-154
      Flower Mound, Texas 75028
      Telephone:     972-538-0122
      Facsimile:     972-538-0131

      If to the Holder, to:

      Golden Gate Investors, Inc.
      7817 Herschel Avenue, Suite 200
      La Jolla, CA 92037
      Telephone:     858-551-8789
      Facsimile:     858-551-8779

 or at such other address as the Company shall have furnished to the  Holder.
 Each such  notice or  other communication  shall for  all purposes  of  this
 agreement be treated  as effective or  having been given  when delivered  if
 delivered personally, or, if sent by mail, at the earlier of its receipt  or
 five days  after the  same  has been  deposited  in a  regularly  maintained
 receptacle for the deposit of the  United States mail, addressed and  mailed
 as aforesaid.

 Counterparts.  This agreement may be executed in any number of counterparts,
 each of which shall  be enforceable against  the parties actually  executing
 such  counterparts,  and  all  of   which  together  shall  constitute   one
 instrument. Facsimile execution shall be deemed originals.

 Waiver.  This Warrant and any term hereof may be changed, waived, discharged
 or terminated only by an instrument  in writing signed by the party  against
 which enforcement  of  such  change, waiver,  discharge  or  termination  is
 sought.

 Attorneys Fees.  In the event of any dispute between the parties  concerning
 the terms  and provisions  of this  Warrant, the  party prevailing  in  such
 dispute shall be entitled to collect from the other party all costs incurred
 in such dispute, including reasonable attorneys fees.

 Governing Law;  Jurisdiction.    This  Warrant  shall  be  governed  by  and
 construed in accordance with  the laws of the  State of California,  without
 giving effect to  its principles  regarding conflicts  of law.  Each of  the
 parties hereto  consents to  the jurisdiction  of the  federal courts  whose
 districts encompass any part of the City of San Diego or the state courts of
 the State of California sitting in the City of San Diego in connection  with
 any dispute arising  under this Warrant  and hereby waives,  to the  maximum
 extent permitted  by law,  any objection  including any  objection based  on
 forum non  conveniens,  to the  bringing  of  any such  proceeding  in  such
 jurisdictions.

           6.9  Remedies. The Company acknowledges that a breach by it of its
 obligations  hereunder  will  cause  irreparable  harm  to  the  Holder,  by
 vitiating the intent  and purpose of  the transactions hereby.  Accordingly,
 the Company  acknowledges  that  the remedy  at  law  for a  breach  of  its
 obligations under this Warrant will be  inadequate and agrees, in the  event
 of a breach or threatened  breach by the Company  of the provisions of  this
 Warrant, that  the  Holder shall  be  entitled,  in addition  to  all  other
 available remedies at  law or in  equity, and in  addition to the  penalties
 assessable herein, to an  injunction or injunctions restraining,  preventing
 or curing any breach of this  Warrant and to enforce specifically the  terms
 and provisions hereof, without  the necessity of  showing economic loss  and
 without any bond or other security being required.

      IN WITNESS WHEREOF, the parties hereto have duly caused this Warrant to
 Purchase Common Stock to be executed  and delivered on the date first  above
 written.



 American HealthChoice, Inc.                  Golden Gate Investors, Inc.

 By: ___________________________         By: __________________________


 Title: __________________________       Title: _________________________


<PAGE>

                                  APPENDIX 1

                          WARRANT NOTICE OF EXERCISE
                          --------------------------

      1.   The undersigned  hereby elects  to  purchase _____ shares  of  the
 Common Stock of  American HealthChoice, Inc.  pursuant to the  terms of  the
 Warrant to Purchase Common  Stock issued to Golden  Gate Investors, Inc.  on
 December ___, 2005.

      2.   Please issue  a  certificate  or  certificates  representing  said
 shares in the name of the undersigned or in such other name as is  specified
 below:

                         Golden Gate Investors, Inc.
                         7817 Herschel Ave., Suite 200
                         La Jolla, California 92037

      3.   The undersigned makes the representations and covenants set  forth
 in Article 5 of the Warrant to Purchase Common Stock.



 ________________________________
 (Signature)

 ________________________________
 (Date)