EXHIBIT 4.11

                        SECURITIES PURCHASE AGREEMENT

      Securities Purchase  Agreement  dated as  of  December 29,  2005  (this
 "Agreement")  by  and  between  American  HealthChoice,  Inc.,  a  New  York
 corporation, with principal executive offices  located at 2221 Justin  Road,
 Suite 119-154, Flower Mound,  Texas 75028 (the  "Company"), and Golden  Gate
 Investors, Inc. ("Holder").

      WHEREAS, Holder desires to purchase from  the Company, and the  Company
 desires to issue  and sell  to Holder,  upon the  terms and  subject to  the
 conditions of this Agreement,  the Convertible Debenture  of the Company  in
 the aggregate principal amount of $30,000 (the "Debenture"); and

      WHEREAS, in conjunction with  the Debenture, the  Company has issued  a
 Warrant to Purchase Common Stock to the Holder (the "Warrant"); and

      WHEREAS, upon the terms and subject to the conditions set forth in  the
 Debenture and the  Warrant, the Debenture  and Warrant  are convertible  and
 exercisable, respectively, into  shares of the  Company's Common Stock  (the
 "Common Stock");

      NOW, THEREFORE,  in  consideration  of  the  premises  and  the  mutual
 covenants contained  herein, the  parties hereto,  intending to  be  legally
 bound, hereby agree as follows:

      PURCHASE AND SALE OF DEBENTURE

      Transaction.  Holder hereby  agrees to purchase  from the Company,  and
 the Company has offered and hereby agrees to  issue and sell to Holder in  a
 transaction  exempt   from   the  registration   and   prospectus   delivery
 requirements of  the Securities  Act of  1933, as  amended (the  "Securities
 Act"), the Debenture.

      Purchase Price; Form of Payment.  The purchase price for the  Debenture
 to be purchased by Holder hereunder shall be $30,000 (the "Purchase Price").
 Simultaneously with  the  execution  of this  Agreement,  Holder  shall  pay
 $30,000 of  the  Purchase  Price (the  "Initial  Purchase  Price")  by  wire
 transfer of immediately available funds to the Company.  Simultaneously with
 the execution of this Agreement, the  Company shall deliver the  Convertible
 Debenture and the Warrants  (which shall have  been duly authorized,  issued
 and executed I/N/O Holder  or, if the Company  otherwise has been  notified,
 I/N/O Holder's  nominee).    Upon notification  and  verification  that  the
 Registration Statement for the Conversion Shares (as defined below) and  the
 shares of Common Stock issuable upon exercise of the Warrants (the  "Warrant
 Shares")  has  been  declared  effective  by  the  Securities  and  Exchange
 Commission, and such shares  can legally be issued  to Holder, Holder  shall
 immediately send via wire the remainder of the Purchase Price.

      HOLDER'S REPRESENTATIONS AND WARRANTIES

      Holder represents and  warrants to and  covenants and  agrees with  the
 Company as follows:

      Holder is purchasing the Debenture and  the Common Stock issuable  upon
 conversion or  redemption of  the Debenture  (the "Conversion  Shares"  and,
 collectively with the  Debenture and the  Warrant Shares, the  "Securities")
 for its  own account,  for investment  purposes  only and  not with  a  view
 towards or in  connection with the  public sale or  distribution thereof  in
 violation of the Securities Act.

      Holder is (i) an "accredited investor"  within the meaning of Rule  501
 of Regulation  D  under  the Securities  Act,  (ii)  experienced  in  making
 investments of the kind  contemplated by this  Agreement, (iii) capable,  by
 reason of its business and financial experience, of evaluating the  relative
 merits and risks of an investment in the Securities, and (iv) able to afford
 the loss of its investment in the Securities.

      Holder understands that the  Securities are being  offered and sold  by
 the Company in reliance on an  exemption from the registration  requirements
 of the Securities Act and equivalent  state securities and "blue sky"  laws,
 and that  the  Company  is  relying  upon  the  accuracy  of,  and  Holder's
 compliance with,  Holder's  representations, warranties  and  covenants  set
 forth in this Agreement to determine the availability of such exemption  and
 the eligibility of Holder to purchase the Securities;

      Holder understands  that  the  Securities have  not  been  approved  or
 disapproved by the Securities and Exchange Commission (the "Commission")  or
 any state or provincial securities commission.

      This Agreement  has  been duly  and  validly authorized,  executed  and
 delivered by  Holder  and  is  a  valid  and  binding  agreement  of  Holder
 enforceable against it in accordance with  its terms, subject to  applicable
 bankruptcy, insolvency,  fraudulent conveyance,  reorganization,  moratorium
 and similar  laws affecting  creditors' rights  and remedies  generally  and
 except as rights to indemnity and contribution may be limited by federal  or
 state securities laws or the public policy underlying such laws.

      THE COMPANY'S REPRESENTATIONS

 The Company represents and warrants to Holder that:

      Capitalization.
      ---------------

           The authorized capital stock of the Company consists of  2,000,000
 shares of Common  Stock and  20,000 shares of  Series B  Preferred Stock  of
 which 110,970,759 shares  and 13,875  shares, respectively,  are issued  and
 outstanding as of the date hereof and are fully paid and nonassessable.  The
 amount, exercise, conversion or subscription  price and expiration date  for
 each outstanding option and other security  or agreement to purchase  shares
 of Common Stock is accurately set forth on Schedule III.A.1.

           The Conversion Shares and  the Warrant Shares  have been duly  and
 validly authorized  and reserved  for issuance  by  the Company,  and,  when
 issued by the  Company upon conversion  of the Debenture,  will be duly  and
 validly issued, fully paid and nonassessable and will not subject the holder
 thereof to personal liability by reason of being such holder.

           Except as disclosed on Schedule III.A.3., there are no preemptive,
 subscription, "call,"  right of  first refusal  or other  similar rights  to
 acquire any capital stock of the  Company or other voting securities of  the
 Company that  have  been  issued or  granted  to  any person  and  no  other
 obligations of  the  Company to  issue,  grant,  extend or  enter  into  any
 security, option, warrant, "call," right, commitment, agreement, arrangement
 or undertaking with respect to any of their respective capital stock.

      Organization; Reporting Company Status.
      ---------------------------------------

           The Company is a corporation duly organized, validly existing  and
 in good standing under the laws of the state or jurisdiction in which it  is
 incorporated  and  is  duly  qualified  as  a  foreign  corporation  in  all
 jurisdictions in  which  the  failure so  to  qualify  would  reasonably  be
 expected to  have a  material adverse  effect on  the business,  properties,
 prospects, condition (financial  or otherwise) or  results of operations  of
 the Company or on the consummation  of any of the transactions  contemplated
 by this Agreement (a "Material Adverse Effect").

           The Company  is  subject  to the  reporting  requirements  of  the
 Securities Exchange  Act of  1934, as  amended (the  "Exchange Act").    The
 Common Stock is  traded on the  OTC Bulletin Board  service of the  National
 Association of Securities Dealers,  Inc. ("OTCBB") and  the Company has  not
 received any notice regarding, and to  its knowledge there is no threat  of,
 the termination or discontinuance of the eligibility of the Common Stock for
 such trading.

      Authorization.  The  Company (i) has  duly and  validly authorized  and
 reserved for issuance shares of Common  Stock, which is a number  sufficient
 for the conversion of the Debenture and the exercise of the Warrant and (ii)
 at all times from and after the  date hereof shall have a sufficient  number
 of shares  of Common  Stock duly  and validly  authorized and  reserved  for
 issuance to satisfy the conversion of the Debenture in full and the exercise
 of the Warrant.   The Company understands  and acknowledges the  potentially
 dilutive effect on the Common Stock of the issuance of the Conversion Shares
 and  the  Warrant  Shares.    The  Company  further  acknowledges  that  its
 obligation to issue Conversion Shares upon  conversion of the Debenture  and
 the exercise of the  Warrant in accordance with  this Agreement is  absolute
 and unconditional regardless of the dilutive  effect that such issuance  may
 have on the  ownership interests of  other stockholders of  the Company  and
 notwithstanding the commencement of any case  under 11 U.S.C. S 101 et  seq.
 (the "Bankruptcy Code").  In  the event  the Company is  a debtor under  the
 Bankruptcy Code, the Company hereby waives  to the fullest extent  permitted
 any rights to relief  it may have  under 11 U.S.C. S 362  in respect of  the
 conversion of the Debenture.  The Company agrees, without cost or expense to
 Holder, to take  or consent to  any and all  action necessary to  effectuate
 relief under 11 U.S.C. S 362.

      Authority; Validity and Enforceability.  The Company has the  requisite
 corporate power and authority to enter  into the Documents (as such term  is
 hereinafter defined) and  to perform all  of its  obligations hereunder  and
 thereunder (including  the issuance,  sale and  delivery  to Holder  of  the
 Securities).  The execution, delivery and performance by the Company of  the
 Documents  and  the  consummation  by   the  Company  of  the   transactions
 contemplated hereby and thereby (including, without limitation, the issuance
 of the  Debenture and  the  issuance and  reservation  for issuance  of  the
 Conversion Shares  and  the  Warrant Shares)  have  been  duly  and  validly
 authorized by all  necessary corporate action  on the part  of the  Company.
 Each of the Documents  has been duly and  validly executed and delivered  by
 the Company and each Document constitutes a valid and binding obligation  of
 the Company enforceable against it in accordance with its terms, subject  to
 applicable bankruptcy,  insolvency, fraudulent  conveyance,  reorganization,
 moratorium  and  similar  laws  affecting  creditors'  rights  and  remedies
 generally and except as rights to indemnity and contribution may be  limited
 by federal or  state securities laws  or the public  policy underlying  such
 laws.  The Securities have been duly and validly authorized for issuance  by
 the Company and, when executed and  delivered by the Company, will be  valid
 and binding obligations of the Company enforceable against it in  accordance
 with their respective terms,  subject to applicable bankruptcy,  insolvency,
 fraudulent conveyance, reorganization, moratorium and similar laws affecting
 creditors' rights and remedies generally.   For purposes of this  Agreement,
 the term "Documents" means (i) this Agreement; (ii) the Registration  Rights
 Agreement dated as  of even date  herewith between the  Company and  Holder,
 (iii) the Debenture; and (iv) the Warrant.

      Validity of Issuance of the Securities.  The Debenture, the  Conversion
 Shares upon their issuance in accordance with the Debenture, and the Warrant
 Shares will be validly issued and outstanding, fully paid and nonassessable,
 and not subject to any preemptive rights, rights of first refusal, tag-along
 rights, drag-along rights or other similar rights.

      Non-contravention.  The execution  and delivery by  the Company of  the
 Documents, the  issuance of  the Securities,  and  the consummation  by  the
 Company of the other  transactions contemplated hereby  and thereby do  not,
 and compliance with  the provisions of  this Agreement  and other  Documents
 will not, conflict with, or result in any violation of, or default (with  or
 without notice or lapse of time, or both) under, or give rise to a right  of
 termination, cancellation or  acceleration of any  obligation or  loss of  a
 material benefit under, or result in the creation of any Lien (as such  term
 is hereinafter defined) upon any of the properties or assets of the  Company
 or any  of its  Subsidiaries under,  or  result in  the termination  of,  or
 require that any consent be obtained or any notice be given with respect  to
 (i) the Articles or Certificate of  Incorporation or By-Laws of the  Company
 or the  comparable  charter  or  organizational  documents  of  any  of  its
 Subsidiaries, in each case  as amended to the  date of this Agreement,  (ii)
 any loan or credit agreement,  Debenture, bond, mortgage, indenture,  lease,
 contract or other agreement, instrument or permit applicable to the  Company
 or any of its Subsidiaries or their respective properties or assets or (iii)
 any Law  (as  such  term  is hereinafter  defined)  applicable  to,  or  any
 judgment,  decree  or  order  of  any   court  or  government  body   having
 jurisdiction over, the Company  or any of its  Subsidiaries or any of  their
 respective properties or assets.

      Approvals.   No authorization,  approval or  consent  of any  court  or
 public or governmental authority is required  to be obtained by the  Company
 for the issuance  and sale of  the Securities to  Holder as contemplated  by
 this Agreement, except such authorizations,  approvals and consents as  have
 been obtained by the Company prior to the date hereof.

      Commission Filings.  The Company has properly and timely filed with the
 Commission all reports, proxy statements, forms and other documents required
 to be filed with  the Commission under the  Securities Act and the  Exchange
 Act since becoming subject to such  Acts (the "Commission Filings").  As  of
 their respective dates, (i) the Commission Filings complied in all  material
 respects with the requirements of the Securities Act or the Exchange Act, as
 the case may be, and the rules and regulations of the Commission promulgated
 thereunder applicable  to  such Commission  Filings  and (ii)  none  of  the
 Commission Filings contained at the time of its filing any untrue  statement
 of a material fact or omitted to state a material fact required to be stated
 therein or necessary in  order to make the  statements therein, in light  of
 the circumstances under which they were made, not misleading.  The financial
 statements of the  Company included  in the  Commission Filings,  as of  the
 dates of such documents, were true and complete in all material respects and
 complied with applicable accounting requirements and the published rules and
 regulations of  the  Commission  with  respect  thereto,  were  prepared  in
 accordance with  generally  accepted  accounting principles  in  the  United
 States ("GAAP") (except  in the case  of unaudited  statements permitted  by
 Form 10-Q under the Exchange Act)  applied on a consistent basis during  the
 periods involved  (except as  may be  indicated in  the notes  thereto)  and
 fairly presented the consolidated financial position of the Company and  its
 Subsidiaries as of the dates thereof  and the consolidated results of  their
 operations and cash flows for the  periods then ended (subject, in the  case
 of unaudited statements, to  normal year-end audit  adjustments that in  the
 aggregate are not material and to any other adjustment described therein).

      Full Disclosure.   There is no  fact known to  the Company (other  than
 general economic or industry conditions known to the public generally)  that
 has not been fully disclosed in  the Commission Filings that (i)  reasonably
 could be expected to have a Material Adverse Effect or (ii) reasonably could
 be expected to materially and adversely affect the ability of the Company to
 perform its obligations pursuant to the Documents.

      Absence of Events of Default.  No "Event of Default" (as defined in any
 agreement or instrument to which the Company is a party) and no event which,
 with notice, lapse of time or both, would constitute an Event of Default (as
 so defined), has occurred and is continuing.

      Securities Law Matters.  Assuming  the accuracy of the  representations
 and warranties of Holder set forth in Article II, the offer and sale by  the
 Company of the Securities is exempt from (i) the registration and prospectus
 delivery requirements of the Securities Act and the rules and regulations of
 the Commission  thereunder and  (ii) the  registration and/or  qualification
 provisions of all applicable state and provincial securities and "blue  sky"
 laws.  The  Company shall  not directly or  indirectly take,  and shall  not
 permit any of its directors, officers  or Affiliates directly or  indirectly
 to take, any action (including, without limitation, any offering or sale  to
 any person or entity  of any security similar  to the Debenture) which  will
 make unavailable the exemption from Securities Act registration being relied
 upon by the Company for the offer and  sale to Holder of the Debenture,  the
 Conversion Shares and the Warrant Shares as contemplated by this  Agreement.
 No form of general solicitation or  advertising has been used or  authorized
 by the Company or any of its officers, directors or Affiliates in connection
 with the  offer or  sale of  the Debenture  (and the  Conversion Shares)  as
 contemplated by this Agreement or any  other agreement to which the  Company
 is a party.

      Registration Rights.  Except as set forth on Schedule III.L., no Person
 has, and as of the Closing (as such term is hereinafter defined), no  Person
 shall have, any demand, "piggy-back" or other rights to cause the Company to
 file any registration statement under the Securities Act relating to any  of
 its securities or to participate in any such registration statement.

      Interest.   The timely  payment of  interest on  the Debenture  is  not
 prohibited by the Articles or Certificate of Incorporation or By-Laws of the
 Company, in each  case as  amended to  the date  of this  Agreement, or  any
 agreement, contract, document or other undertaking to which the Company is a
 party.

      No Misrepresentation.   No representation  or warranty  of the  Company
 contained in this  Agreement or any  of the other  Documents, any  schedule,
 annex  or  exhibit  hereto  or  thereto  or  any  agreement,  instrument  or
 certificate furnished by the  Company to Holder  pursuant to this  Agreement
 contains any  untrue  statement of  a  material fact  or  omits to  state  a
 material fact  required  to be  stated  therein  or necessary  to  make  the
 statements therein not misleading.

      Finder's Fee.  There is no  finder's fee, brokerage commission or  like
 payment in connection with the  transactions contemplated by this  Agreement
 for which Holder is liable or responsible.

      CERTAIN COVENANTS AND ACKNOWLEDGMENTS

      Filings.  The Company shall make  all necessary Commission Filings  and
 "blue sky" filings required to be made by the Company in connection with the
 sale of the  Securities to Holder  as required by  all applicable Laws,  and
 shall provide a copy thereof to Holder promptly after such filing.

      Reporting Status.   So  long as  Holder beneficially  owns any  of  the
 Securities, the Company shall timely file  all reports required to be  filed
 by it with the Commission  pursuant to Section 13  or 15(d) of the  Exchange
 Act.

      Listing.  Except to  the extent the Company  lists its Common Stock  on
 The New York Stock Exchange, The American Stock Exchange or The Nasdaq Stock
 Market, the Company shall  use its best efforts  to maintain its listing  of
 the Common Stock on OTCBB.  If the Common Stock is delisted from OTCBB,  the
 Company will use  its best  efforts to  list the  Common Stock  on the  most
 liquid national  securities exchange  or quotation  system that  the  Common
 Stock is qualified to be listed on.

      Reserved Conversion Common Stock.   The Company at  all times from  and
 after the date hereof shall have such number of shares of Common Stock  duly
 and validly authorized and reserved for issuance as shall be sufficient  for
 the conversion in full of the Debenture and the exercise of the Warrant.

      Information.  Each of the parties  hereto acknowledges and agrees  that
 Holder shall not be provided with, nor be given access to, any material non-
 public information relating to the Company.

      Accounting and Reserves.   The Company  shall maintain  a standard  and
 uniform system of  accounting and shall  keep proper books  and records  and
 accounts in  which full,  true, and  correct entries  shall be  made of  its
 transactions, all  in  accordance  with GAAP  applied  on  consistent  basis
 through all periods, and shall set aside on such books for each fiscal  year
 all such reserves  for depreciation, obsolescence,  amortization, bad  debts
 and other purposes in connection with its operations as are required by such
 principles so applied.

      Transactions with Affiliates.  So long as the Debenture is outstanding,
 neither  the  Company  nor  any  of  its  Subsidiaries  shall,  directly  or
 indirectly, enter  into  any  material transaction  or  agreement  with  any
 stockholder, officer, director or Affiliate of the Company or family  member
 of any officer, director or Affiliate of the Company, unless the transaction
 or agreement is  (i) reviewed and approved  by a  majority of  Disinterested
 Directors (as such term  is hereinafter defined) and  (ii) on terms no  less
 favorable to the Company or the applicable Subsidiary than those  obtainable
 from a  nonaffiliated  person.   A  "Disinterested Director"  shall  mean  a
 director of the Company who is not and  has not been an officer or  employee
 of the Company and who is  not a member of the  family of, controlled by  or
 under common control with, any such officer or employee.

      Certain Restrictions.   So  long as  the Debenture  is outstanding,  no
 dividends shall be declared or paid or  set apart for payment nor shall  any
 other distribution  be  declared or  made  upon  any capital  stock  of  the
 Company, nor shall any capital stock  of the Company be redeemed,  purchased
 or  otherwise  acquired  (other  than   a  redemption,  purchase  or   other
 acquisition of  shares of  Common Stock  made for  purposes of  an  employee
 incentive or benefit plan (including a stock option plan) of the Company  or
 pursuant to any of the security agreements listed on Schedule IV.H) for  any
 consideration by the Company, directly or  indirectly, nor shall any  moneys
 be paid to or made available  for a sinking fund  for the redemption of  any
 Common Stock.

      I.   Short Selling.   So long as  the Debenture is outstanding,  Holder
 agrees and covenants  on its  behalf and on  behalf of  its affiliates  that
 neither Holder nor  its affiliates  shall at any  time engage  in any  short
 sales with respect  to the Company's  Common Stock, or  sell put options  or
 similar instruments with respect to the Company's Common Stock. The  parties
 acknowledge that Holder shall be entitled to sell the Common Stock from each
 Debenture conversion and Warrant exercise immediately upon submission of the
 applicable Debenture Conversion Notice and  Warrant Notice of Exercise,  and
 payment of the purchase price, to the Company for such Common Stock.

      ISSUANCE OF COMMON STOCK

      The Company undertakes and  agrees that no  instruction other than  the
 instructions referred  to in  this Article  V  and customary  stop  transfer
 instructions prior to the registration and sale of the Common Stock pursuant
 to an effective Securities Act registration statement shall be given to  its
 transfer agent for the Conversion Shares and the Warrant Shares and that the
 Conversion  Shares  and  the  Warrant  Shares  shall  otherwise  be   freely
 transferable on the books and  records of the Company  as and to the  extent
 provided in this Agreement, the Registration Rights Agreement and applicable
 law.   Nothing  contained in  this  Section V.A.  shall  affect in  any  way
 Holder's obligations and agreement to comply with all applicable  securities
 laws upon resale of such Common Stock.

      Holder shall have the right to  convert the Debenture and exercise  the
 Warrant by telecopying an executed and completed Conversion Notice (as  such
 term is defined  in the Debenture)  or Warrant Notice  of Exercise (as  such
 term is  defined in  the Warrant)  to the  Company.   Each date  on which  a
 Conversion Notice  or  Warrant  Notice of  Exercise  is  telecopied  to  and
 received by the Company  in accordance with the  provisions hereof shall  be
 deemed a Conversion Date (as  such term is defined  in the Debenture).   The
 Company  shall  cause  the  transfer  agent  to  transmit  the  certificates
 evidencing the  Common  Stock  issuable upon  conversion  of  the  Debenture
 (together with a new debenture, if any, representing the principal amount of
 the Debenture not being so converted)  or exercise of the Warrant  (together
 with a new Warrant, if any, representing the amount of the Warrant not being
 so exercised) to Holder via express courier, or if a Registration  Statement
 covering the  Common  Stock  has  been declared  effective  by  the  SEC  by
 electronic transfer,  within two  (2) business  days  after receipt  by  the
 Company of  the  Conversion  Notice  or  Warrant  Notice  of  Exercise  (the
 "Delivery Date").

      Upon the conversion of the Debenture or exercise of the Warrant or part
 thereof, the Company shall, at its own cost and expense, take all  necessary
 action (including the issuance of an opinion of counsel) to assure that  the
 Company's transfer  agent shall  issue stock  certificates  in the  name  of
 Holder (or its nominee) or such other persons as designated by Holder and in
 such denominations to be specified at conversion representing the number  of
 shares of  common  stock issuable  upon  such conversion  or  exercise.  The
 Company warrants  that the  Conversion Shares  and  Warrant Shares  will  be
 unlegended, free-trading, and  freely transferable, and  will not contain  a
 legend restricting the resale or transferability of the Company Common Stock
 provided the Conversion Shares and Warrant Shares are being sold pursuant to
 an effective registration statement covering the Common Stock to be sold  or
 is otherwise exempt from registration when sold.

      The Company understands  that a  delay in  the delivery  of the  Common
 Stock in  the form  required  pursuant to  this  section, or  the  Mandatory
 Redemption Amount described in Section E hereof, beyond the Delivery Date or
 Mandatory Redemption Payment Date (as  hereinafter defined) could result  in
 economic loss to the  Holder. As compensation to  the Holder for such  loss,
 the Company agrees to pay late payments  to the Holder for late issuance  of
 Common Stock  in  the  form  required pursuant  to  Section  C  hereof  upon
 Conversion of  the Debenture  or late  payment of  the Mandatory  Redemption
 Amount, in the amount of  $100 per business day  after the Delivery Date  or
 Mandatory Redemption Payment Date, as the  case may be, for each $10,000  of
 Debenture principal amount  being converted or  redeemed. The Company  shall
 pay any payments incurred under this Section in immediately available  funds
 upon demand. Furthermore,  in addition to  any other remedies  which may  be
 available to the Holder, in the event that the Company fails for any  reason
 to effect delivery of the Common Stock by the Delivery Date or make  payment
 by the Mandatory  Redemption Payment Date,  the Holder will  be entitled  to
 revoke all or part of  the relevant Notice of  Conversion or rescind all  or
 part of the notice of Mandatory Redemption  by delivery of a notice to  such
 effect to the  Company whereupon the  Company and the  Holder shall each  be
 restored to their respective positions immediately prior to the delivery  of
 such notice,  except that  late payment  charges  described above  shall  be
 payable through the date notice of revocation or rescission is given to  the
 Company.

      Mandatory Redemption.  In  the event  the  Company is  prohibited  from
 issuing Common Stock, or fails to timely deliver Common Stock on a  Delivery
 Date, or upon  the occurrence  of an  Event of  Default (as  defined in  the
 Debenture) or for  any reason  other than  pursuant to  the limitations  set
 forth herein, or upon the  occurrence of an Event  of Default as defined  in
 the Debenture, then at  the Holder's election, the  Company must pay to  the
 Holder ten (10) business days after request by the Holder or on the Delivery
 Date (if requested by the Holder)  a sum of money determined by  multiplying
 up to the outstanding  principal amount of the  Debenture designated by  the
 Holder  by  130%,  together  with   accrued  but  unpaid  interest   thereon
 ("Mandatory Redemption Payment"). The  Mandatory Redemption Payment must  be
 received by  the  Holder  on the  same  date  as the  Company  Common  Stock
 otherwise deliverable  or  within  ten (10)  business  days  after  request,
 whichever is sooner ("Mandatory Redemption  Payment Date"). Upon receipt  of
 the Mandatory Redemption Payment, the corresponding Debenture principal  and
 interest will be deemed paid and no longer outstanding.

      F.    Buy-In. In addition to any other rights available to the  Holder,
 if the Company  fails to deliver  to the Holder  such Common Stock  issuable
 upon conversion of a Debenture or exercise of a Warrant by the Delivery Date
 and if ten (10)  days after the  Delivery Date the  Holder purchases (in  an
 open market transaction or otherwise) shares  of Common Stock to deliver  in
 satisfaction of a sale by  the Holder of the  Common Stock which the  Holder
 anticipated receiving upon  such conversion (a  "Buy-In"), then the  Company
 shall pay in cash to the Holder (in addition to any remedies available to or
 elected by the Holder) the amount  by which (A) the Holder's total  purchase
 price (including brokerage  commissions, if any)  for the  shares of  Common
 Stock so  purchased  exceeds (B)  the  aggregate principal  and/or  interest
 amount of the Debenture or Warrant for which such conversion or exercise was
 not timely honored,  together with  interest thereon at  a rate  of 15%  per
 annum, accruing until such amount and  any accrued interest thereon is  paid
 in full (which  amount shall  be paid  as liquidated  damages and  not as  a
 penalty). For example, if the Holder purchases shares of Common Stock having
 a total purchase  price of  $11,000 to  cover a  Buy-In with  respect to  an
 attempted conversion of  $10,000 of  Debenture or  Warrant principal  and/or
 interest, the  Company shall  be required  to pay  the Holder  $1,000,  plus
 interest. The Holder shall provide the Company written notice indicating the
 amounts payable to the Holder in respect of the Buy-In.

      The Securities shall be delivered by the Company to the Holder pursuant
 to Section I.B. hereof on a "delivery-against-payment basis" at the Closing.

      CLOSING DATE

      The Closing  shall occur  by the  delivery: (i)  to the  Holder of  the
 certificate evidencing the Debenture and all  other Agreements, and (ii)  to
 the Company the Purchase Price.

      CONDITIONS TO THE COMPANY'S OBLIGATIONS

      Holder understands that the Company's obligation to sell the  Debenture
 on the Closing  Date to  Holder pursuant  to this  Agreement is  conditioned
 upon:

      Delivery by Holder to the Company of the Initial Purchase Price;

      The accuracy on the Closing Date of the representations and  warranties
 of Holder contained in this Agreement as if made on the Closing Date (except
 for representations and warranties which, by  their express terms, speak  as
 of and relate  to a specified  date, in which  case such  accuracy shall  be
 measured as of  such specified date)  and the performance  by Holder in  all
 material respects  on  or before  the  Closing  Date of  all  covenants  and
 agreements of  Holder  required to  be  performed  by it  pursuant  to  this
 Agreement on or before the Closing Date; and

      There shall not be in effect any Law or order, ruling, judgment or writ
 of any court or public or  governmental authority restraining, enjoining  or
 otherwise  prohibiting  any  of   the  transactions  contemplated  by   this
 Agreement.

      CONDITIONS TO HOLDER'S OBLIGATIONS

      The Company  understands  that  Holder's  obligation  to  purchase  the
 Securities on the  Closing Date pursuant  to this  Agreement is  conditioned
 upon:

      Delivery by the  Company of the  Debenture, the Warrant  and the  other
 Agreements (I/N/O Holder or I/N/O Holder's nominee);

      The accuracy on the Closing Date of the representations and  warranties
 of the Company contained in  this Agreement as if  made on the Closing  Date
 (except for representations  and warranties which,  by their express  terms,
 speak as of  and relate to  a specified date,  in which  case such  accuracy
 shall be measured  as of  such specified date)  and the  performance by  the
 Company in all respects on or before  the Closing Date of all covenants  and
 agreements of the Company  required to be performed  by it pursuant to  this
 Agreement on or before the Closing Date, all of which shall be confirmed  to
 Holder by delivery of the certificate of the chief executive officer of  the
 Company to that effect;

      There not having occurred (i) any general suspension of trading in,  or
 limitation on prices listed for, the  Common Stock on the OTCBB/Pink  Sheet,
 (ii) the declaration of a banking  moratorium or any suspension of  payments
 in respect of banks in the United  States, (iii) the commencement of a  war,
 armed hostilities or  other international or  national calamity directly  or
 indirectly  involving  the  United  States   or  any  of  its   territories,
 protectorates or possessions or (iv) in the  case of the foregoing  existing
 at the date of this Agreement, a material acceleration or worsening thereof;

      There not having occurred any event or development, and there being  in
 existence no condition,  having or  which reasonably  and foreseeably  could
 have a Material Adverse Effect;

      There shall not be in effect  any Law, order, ruling, judgment or  writ
 of any court or public or  governmental authority restraining, enjoining  or
 otherwise  prohibiting  any  of   the  transactions  contemplated  by   this
 Agreement;

      F.   The Company shall have obtained all consents, approvals or waivers
 from governmental authorities and third persons necessary for the execution,
 delivery and performance of the Documents and the transactions  contemplated
 thereby, all without material cost to the Company;

      Holder shall  have received  such additional  documents,  certificates,
 payment, assignments,  transfers and  other deliveries  as it  or its  legal
 counsel may reasonably request and as  are customary to effect a closing  of
 the matters herein contemplated;

      H.   Delivery by the Company of an enforceability opinion from its
 outside counsel in form and substance satisfactory to Holder.

      SURVIVAL; INDEMNIFICATION

      The representations,  warranties  and covenants  made  by each  of  the
 Company and Holder in  this Agreement, the  annexes, schedules and  exhibits
 hereto and in each  instrument, agreement and  certificate entered into  and
 delivered by them pursuant to this  Agreement shall survive the Closing  and
 the consummation of the transactions contemplated hereby.  In the event of a
 breach or violation of any of such representations, warranties or covenants,
 the party to whom  such representations, warranties  or covenants have  been
 made shall  have  all rights  and  remedies  for such  breach  or  violation
 available to it under the provisions of this Agreement or otherwise, whether
 at law or in equity, irrespective of any investigation made by or on  behalf
 of such party on or prior to the Closing Date.

      The Company hereby agrees  to indemnify and  hold harmless Holder,  its
 affiliates and their  respective officers, directors,  partners and  members
 (collectively, the  "Holder  Indemnitees")  from and  against  any  and  all
 losses, claims, damages, judgments, penalties, liabilities and  deficiencies
 (collectively, "Losses") and agrees to reimburse Holder Indemnitees for  all
 out-of-pocket expenses (including the fees  and expenses of legal  counsel),
 in each case promptly  as incurred by Holder  Indemnitees and to the  extent
 arising out of or in connection with:

           any misrepresentation, omission of  fact or breach  of any of  the
      Company's representations or warranties contained in this Agreement  or
      the other Documents, or  the annexes, schedules  or exhibits hereto  or
      thereto or any  instrument, agreement  or certificate  entered into  or
      delivered by  the  Company pursuant  to  this Agreement  or  the  other
      Documents;

           any failure  by  the Company  to  perform any  of  its  covenants,
      agreements, undertakings or obligations set forth in this Agreement  or
      the other Documents or any instrument, certificate or agreement entered
      into or delivered  by the  Company pursuant  to this  Agreement or  the
      other Documents;

           the purchase of  the Debenture, the  conversion of the  Debenture,
      the payment of interest on the  Debenture, the issuance of the  Warrant
      Shares, the  consummation  of  the transactions  contemplated  by  this
      Agreement and the other  Documents, the use of  any of the proceeds  of
      the Purchase Price by the Company, the purchase or ownership of any  or
      all of the Securities, the performance  by the parties hereto of  their
      respective obligations hereunder and under the Documents or any  claim,
      litigation, investigation, proceedings or governmental action  relating
      to any of the foregoing, whether or not Holder is a party thereto; or

           resales of  the  Common Stock  by  Holder  in the  manner  and  as
      contemplated by this Agreement and the Registration Rights Agreement.

      Holder hereby agrees to  indemnify and hold  harmless the Company,  its
 Affiliates and their  respective officers, directors,  partners and  members
 (collectively, the  "Company  Indemnitees") from  and  against any  and  all
 Losses, and  agrees to  reimburse the  Company Indemnitees  for all  out-of-
 pocket expenses (including the fees and expenses of legal counsel), in  each
 case promptly  as incurred  by the  Company Indemnitees  and to  the  extent
 arising out of or in connection with:

           any misrepresentation,  omission  of  fact or  breach  of  any  of
      Holder's representations or warranties  contained in this Agreement  or
      the other Documents, or  the annexes, schedules  or exhibits hereto  or
      thereto or any  instrument, agreement  or certificate  entered into  or
      delivered by Holder pursuant to this Agreement or the other  Documents;
      or

           any failure by Holder  to perform in any  material respect any  of
      its covenants,  agreements, undertakings  or obligations  set forth  in
      this Agreement or the other Documents or any instrument, certificate or
      agreement  entered  into  or  delivered  by  Holder  pursuant  to  this
      Agreement or the other Documents.

      Promptly after receipt by  either party hereto seeking  indemnification
 pursuant to this Article SURVIVAL; INDEMNIFICATION (an "Indemnified  Party")
 of written notice of any investigation, claim, proceeding or other action in
 respect of  which indemnification  is being  sought (each,  a "Claim"),  the
 Indemnified  Party   promptly   shall   notify  the   party   against   whom
 indemnification pursuant to this Article SURVIVAL; INDEMNIFICATION is  being
 sought (the  "Indemnifying  Party") of  the  commencement thereof,  but  the
 omission so to notify the Indemnifying  Party shall not relieve it from  any
 liability that it otherwise may have to the Indemnified Party except to  the
 extent that the  Indemnifying Party  is materially  prejudiced and  forfeits
 substantive rights or  defenses by reason  of such failure.   In  connection
 with any Claim as to which  both the Indemnifying Party and the  Indemnified
 Party are parties, the  Indemnifying Party shall be  entitled to assume  the
 defense thereof.  Notwithstanding the assumption of the defense of any Claim
 by the Indemnifying  Party, the Indemnified  Party shall have  the right  to
 employ separate legal  counsel and  to participate  in the  defense of  such
 Claim, and the Indemnifying  Party shall bear  the reasonable fees,  out-of-
 pocket costs and expenses of such separate legal counsel to the  Indemnified
 Party if (and only if): (x) the Indemnifying Party shall have agreed to  pay
 such fees, out-of-pocket costs and  expenses, (y) the Indemnified Party  and
 the Indemnifying Party reasonably  shall have concluded that  representation
 of the  Indemnified Party  and  the Indemnifying  Party  by the  same  legal
 counsel would not be appropriate due to actual or, as reasonably  determined
 by legal counsel to the  Indemnified Party, potentially differing  interests
 between such parties  in the conduct  of the defense  of such  Claim, or  if
 there may be legal defenses available  to the Indemnified Party that are  in
 addition to or disparate from those  available to the Indemnifying Party  or
 (z) the Indemnifying  Party  shall  have  failed  to  employ  legal  counsel
 reasonably satisfactory to the Indemnified Party within a reasonable  period
 of time after notice of the commencement of such Claim.  If the  Indemnified
 Party  employs  separate  legal  counsel  in  circumstances  other  than  as
 described in clauses (x), (y) or (z) above, the fees, costs and expenses  of
 such legal  counsel shall  be borne  exclusively by  the Indemnified  Party.
 Except as provided above,  the Indemnifying Party  shall not, in  connection
 with any Claim in the same jurisdiction, be liable for the fees and expenses
 of more than one firm of  legal counsel for the Indemnified Party  (together
 with appropriate local counsel).  The Indemnifying Party shall not,  without
 the prior written consent of the Indemnified Party (which consent shall  not
 unreasonably be withheld), settle or compromise any Claim or consent to  the
 entry of any judgment that does not include an unconditional release of  the
 Indemnified Party  from  all  liabilities with  respect  to  such  Claim  or
 judgment.

      In  the   event  one   party  hereunder   should  have   a  claim   for
 indemnification that does not involve a claim or demand being asserted by  a
 third party, the  Indemnified Party promptly  shall deliver  notice of  such
 claim to the  Indemnifying Party.   If  the Indemnified  Party disputes  the
 claim, such dispute shall be resolved by mutual agreement of the Indemnified
 Party and  the Indemnifying  Party or  by binding  arbitration conducted  in
 accordance with  the  procedures  and  rules  of  the  American  Arbitration
 Association.  Judgment  upon any award  rendered by any  arbitrators may  be
 entered in any court having competent jurisdiction thereof.

      GOVERNING LAW

      This Agreement shall be governed by and interpreted in accordance  with
 the laws of the State of California, without regard to the conflicts of  law
 principles of such state.

      SUBMISSION TO JURISDICTION

      Each of the parties  hereto consents to  the exclusive 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 Agreement
 and  the  other  Documents.   Each  party  hereto  hereby  irrevocably   and
 unconditionally waives, to the fullest extent it may effectively do so,  any
 defense of an  inconvenient forum or  improper venue to  the maintenance  of
 such action or proceeding in any such court and any right of jurisdiction on
 account  of  its  place  of  residence  or  domicile.    Each  party  hereto
 irrevocably and  unconditionally consents  to the  service  of any  and  all
 process in any such action  or proceeding in such  courts by the mailing  of
 copies of  such process  by registered  or  certified mail  (return  receipt
 requested), postage prepaid, at its address specified in Article XVII.  Each
 party hereto agrees that a final  judgment in any such action or  proceeding
 shall be conclusive and  may be enforced in  other jurisdictions by suit  on
 the judgment or in any other manner provided by law.

      WAIVER OF JURY TRIAL

      TO THE FULLEST  EXTENT PERMITTED  BY LAW,  EACH OF  THE PARTIES  HERETO
 HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RESPECTIVE RIGHTS
 TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF
 THIS AGREEMENT OR ANY OTHER DOCUMENT  OR ANY DEALINGS BETWEEN THEM  RELATING
 TO THE SUBJECT  MATTER OF THIS  AGREEMENT AND OTHER  DOCUMENTS.  EACH  PARTY
 HERETO (i)  CERTIFIES  THAT  NEITHER OF  THEIR  RESPECTIVE  REPRESENTATIVES,
 AGENTS OR ATTORNEYS HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY
 WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS
 AND (ii) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS  AGREEMENT
 BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS HEREIN.

      COUNTERPARTS; EXECUTION

      This Agreement may be executed in  counterparts, each of which when  so
 executed and delivered shall be an original, but both of which  counterparts
 shall together  constitute  one  and  the  same  instrument.    A  facsimile
 transmission of this  signed Agreement shall  be legal and  binding on  both
 parties hereto.

      HEADINGS

      The headings of  this Agreement are  for convenience  of reference  and
 shall not form part of, or affect the interpretation of, this Agreement.

      SEVERABILITY

      In the  event any  one or  more  of the  provisions contained  in  this
 Agreement or  in the  other Documents  should be  held invalid,  illegal  or
 unenforceable in any respect, the  validity, legality and enforceability  of
 the remaining provisions contained herein or therein shall not in any way be
 affected or  impaired thereby.   The  parties shall  endeavor in  good-faith
 negotiations to  replace the  invalid, illegal  or unenforceable  provisions
 with valid  provisions, the  economic  effect of  which  comes as  close  as
 possible to that of the invalid, illegal or unenforceable provisions.

      ENTIRE AGREEMENT; REMEDIES, AMENDMENTS AND WAIVERS

      This Agreement  and  the  Documents  constitute  the  entire  agreement
 between the  parties hereto  pertaining to  the  subject matter  hereof  and
 supersede   all   prior   agreements,   understandings,   negotiations   and
 discussions, whether  oral or  written, of  such  parties.   No  supplement,
 modification or waiver of this Agreement shall be binding unless executed in
 writing by  both parties.   No  waiver  of any  of  the provisions  of  this
 Agreement shall  be  deemed  or  shall constitute  a  waiver  of  any  other
 provision hereof (whether or not similar), nor shall such waiver  constitute
 a continuing waiver unless otherwise expressly provided.

      NOTICES

      Except as  may  be  otherwise provided  herein,  any  notice  or  other
 communication or  delivery  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