EXHIBIT 4.10

                        REGISTRATION RIGHTS AGREEMENT

           Registration Rights 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. (the "Holder").

           WHEREAS, upon  the terms  and subject  to  the conditions  of  the
 Securities Purchase Agreement dated as of even date herewith, by and between
 the Holder  and  the  Company (the  "Securities  Purchase  Agreement"),  the
 Company has agreed to issue and  sell to the Holder a Convertible  Debenture
 (the "Debenture")  of  the Company  in  the aggregate  principal  amount  of
 $30,000 which, upon  the terms of  and subject to  the conditions  contained
 therein, is  convertible into  shares of  the  Company's Common  Stock  (the
 "Common Stock")  and  a Warrant to purchase  shares (the "Warrants") of  the
 Company's Common Stock (the "Warrant Shares"); and

           WHEREAS,  to  induce  the  Holder  to  execute  and  deliver   the
 Securities Purchase  Agreement,  the  Company has  agreed  to  provide  with
 respect to the Common Stock issued upon conversion of the Debenture and  the
 Warrant Shares certain registration rights under the Securities Act;

           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:
 Definitions

           As used  in this  Agreement, the  following terms  shall have  the
 meanings:

                "Affiliate" of any  specified Person means  any other  Person
 who directly,  or  indirectly through  one  or more  intermediaries,  is  in
 control of,  is  controlled  by,  or is  under  common  control  with,  such
 specified Person.   For purposes  of this  definition, control  of a  Person
 means the power, directly or indirectly, to direct or cause the direction of
 the management and policies of such  Person whether by contract,  securities
 ownership or otherwise;  and the terms  "controlling" and "controlled"  have
 the respective meanings correlative to the foregoing.

                "Closing Date" means the date of this Agreement.

                "Commission" means the Securities and Exchange Commission.

                "Exchange Act" means the Securities Exchange Act of 1934,  as
 amended, and the rules and regulations of the Commission thereunder, or  any
 similar successor statute.

                "Investor" means each  of the  Holder and  any transferee  or
 assignee of Registrable Securities  which agrees to become  bound by all  of
 the terms and  provisions of  this Agreement  in accordance  with Section  8
 hereof.

                "Person"  means  any  individual,  partnership,  corporation,
 limited  liability  company,  joint   stock  company,  association,   trust,
 unincorporated  organization,  or  a  government  or  agency  or   political
 subdivision thereof.

                "Prospectus"  means   the  prospectus   (including,   without
 limitation, any  preliminary  prospectus  and  any  final  prospectus  filed
 pursuant to Rule 424(b) under the  Securities Act, including any  prospectus
 that discloses information  previously omitted  from a  prospectus filed  as
 part of an effective registration statement  in reliance on Rule 430A  under
 the Securities Act) included  in the Registration  Statement, as amended  or
 supplemented by any prospectus supplement with  respect to the terms of  the
 offering of  any  portion  of the  Registrable  Securities  covered  by  the
 Registration Statement and by all other  amendments and supplements to  such
 prospectus,  including  all  material  incorporated  by  reference  in  such
 prospectus and all documents filed after the date of such prospectus by  the
 Company under the Exchange Act and incorporated by reference therein.

                "Public  Offering"  means  an   offer  registered  with   the
 Commission and the appropriate state  securities commissions by the  Company
 of its Common Stock and made pursuant to the Securities Act.

                "Registrable Securities"  means the  Common Stock  issued  or
 issuable (i) upon conversion or redemption  of the Debenture, (ii)  exercise
 of the Warrants (iii) pursuant to the terms and provisions of the  Debenture
 or  the  Securities   Purchase  Agreement,  (iv) in   connection  with   any
 distribution,   recapitalization,   stock-split,    stock   adjustment    or
 reorganization of the Company;  provided, however, a  share of Common  Stock
 shall cease to be a Registrable Security for purposes of this Agreement when
 it no longer is a Restricted Security.

                "Registration Statement"  means a  registration statement  of
 the Company filed on an appropriate form under the Securities Act  providing
 for the registration of, and  the sale on a  continuous or delayed basis  by
 the holders of, all of the Registrable Securities pursuant to Rule 415 under
 the Securities Act, including the Prospectus contained therein and forming a
 part thereof, any amendments to such registration statement and  supplements
 to such Prospectus, and all exhibits  to and other material incorporated  by
 reference in such registration statement and Prospectus.

                "Restricted Security" means any share of Common Stock  issued
 upon conversion or redemption  of the Debenture or  Warrant except any  such
 share that (i)  has been registered  pursuant to  an effective  registration
 statement under the Securities Act and sold in a manner contemplated by  the
 prospectus  included  in   such  registration  statement,   (ii)  has   been
 transferred in compliance with the resale  provisions of Rule 144 under  the
 Securities Act  (or  any successor  provision  thereto) or  is  transferable
 pursuant to  paragraph (k)  of Rule  144 under  the Securities  Act (or  any
 successor provision thereto) or (iii) otherwise  has been transferred and  a
 new share of  Common Stock not  subject to transfer  restrictions under  the
 Securities Act has been delivered by or on behalf of the Company.

                "Securities  Act"  means  the  Securities  Act  of  1933,  as
 amended, and the rules and regulations of the Commission thereunder, or  any
 similar successor statute.

           All capitalized  terms  used  and  not  defined  herein  have  the
 respective meaning assigned to them in the Securities Purchase Agreement  or
 the Debenture.
 Registration

           Filing and Effectiveness of  Registration Statement.  The  Company
 shall prepare  and  file  with  the Commission  as  soon  as  practicable  a
 Registration Statement relating  to the offer  and sale  of the  Registrable
 Securities and shall use its best efforts to cause the Commission to declare
 such Registration Statement effective under  the Securities Act as  promptly
 as practicable but in no  event later than the  Deadline (as defined in  the
 Debenture).  The Company shall promptly (and, in any event, no more than  24
 hours after it  receives comments from  the Commission),  notify the  Holder
 when and if it receives any comments from the Commission on the Registration
 Statement and  promptly forward  a copy  of such  comments, if  they are  in
 writing, to the Holder.  At such  time after the filing of the  Registration
 Statement pursuant to this Section 2(A) as the Commission indicates,  either
 orally or in writing, that it has  no further comments with respect to  such
 Registration Statement  or  that  it is  willing  to  entertain  appropriate
 requests for acceleration of  effectiveness of such Registration  Statement,
 the Company shall promptly, and in no event later than two (2) business days
 after receipt  of such  indication from  the  Commission, request  that  the
 effectiveness of such  Registration Statement be  accelerated within  forty-
 eight (48) hours of the Commission's  receipt of such request.  The  Company
 shall notify the Holder by written  notice that such Registration  Statement
 has been  declared effective  by  the Commission  within  24 hours  of  such
 declaration by the Commission.

           Eligibility for Use of  Form S-3 or an  SB-2.  The Company  agrees
 that at such time as it meets all the requirements for the use of Securities
 Act Registration Statement on Form S-3 or SB-2 and it shall file all reports
 and information required to be filed by  it with the Commission in a  timely
 manner and take all such other action so as to maintain such eligibility for
 the use of such form.

           Additional Registration  Statement.    In the  event  the  Current
 Market Price declines to a price per share  the result of which is that  the
 Company cannot satisfy its conversion  obligations to Holder hereunder,  the
 Company shall, to  the extent required  by the Securities  Act (because  the
 additional shares  were  not covered  by  the Registration  Statement  filed
 pursuant to Section 2(a)), as reasonably  determined by the Holder, file  an
 additional Registration Statement  with the Commission  for such  additional
 number of Registrable Securities as would be issuable upon conversion of the
 Debenture (the  "Additional Registrable  Securities") in  addition to  those
 previously registered.  The Company shall use its best efforts to cause  the
 Commission to  declare  such  Registration  Statement  effective  under  the
 Securities Act as promptly as practicable  but not later than the  Deadline.
 The Company  shall not  include any  other  securities in  the  Registration
 Statement relating  to the  offer and  sale of  such Additional  Registrable
 Securities.

                (i)  If the Company proposes to register any of its warrants,
 Common Stock or any other  shares of common stock  of the Company under  the
 Securities Act (other  than a  registration (A) on Form  S-8 or  S-4 or  any
 successor or similar forms, (B) relating to Common Stock or any other shares
 of common stock  of the  Company issuable  upon exercise  of employee  share
 options or in connection  with any employee benefit  or similar plan of  the
 Company or (C) in connection  with a direct or  indirect acquisition by  the
 Company of another Person or any transaction with respect to which Rule  145
 (or any successor provision) under the  Securities Act applies), whether  or
 not for  sale for  its own  account, it  will each  such time,  give  prompt
 written notice at least 20 days prior to the anticipated filing date of  the
 registration statement relating to such registration to each Investor, which
 notice shall set forth  such Investor's rights  under this Section 2(D)  and
 shall offer such Investor  the opportunity to  include in such  registration
 statement such  number  of  Registrable  Securities  as  such  Investor  may
 request.  Upon the written request of any Investor made within 10 days after
 the receipt of  notice from  the Company  (which request  shall specify  the
 number of  Registrable  Securities  intended  to  be  disposed  of  by  such
 Investor), the Company will use its best efforts to effect the  registration
 under the Securities Act of all Registrable Securities that the Company  has
 been so requested to register by  each Investor, to the extent requisite  to
 permit the disposition of  the Registrable Securities  so to be  registered;
 provided, however, that (A) if such registration involves a Public Offering,
 each Investor  must  sell its  Registrable  Securities to  any  underwriters
 selected by the Company with the consent of such Investor on the same  terms
 and conditions as apply to the Company and (B) if, at any time after  giving
 written notice  of  its intention  to  register any  Registrable  Securities
 pursuant to  this  Section  2  and  prior  to  the  effective  date  of  the
 registration statement  filed  in  connection with  such  registration,  the
 Company shall  determine for  any reason  not to  register such  Registrable
 Securities, the  Company shall  give written  notice to  each Investor  and,
 thereupon, shall be relieved of its  obligation to register any  Registrable
 Securities in connection with such registration.  The Company's  obligations
 under this Section 2(D)  shall terminate on the  date that the  registration
 statement to be filed in accordance with Section 2(A) is declared  effective
 by the Commission.

 If a registration pursuant to this Section 2(D) involves a Public Offering
 and the managing underwriter thereof advises the Company that, in its view,
 the number of shares of Common Stock that the Company and the Investors
 intend to include in such registration exceeds the largest number of shares
 of Common Stock that can be sold without having an adverse effect on such
 Public Offering (the "Maximum Offering Size"), the Company will include in
 such registration only such number of shares of Common Stock as does not
 exceed the Maximum Offering Size, and the number of shares in the Maximum
 Offering Size shall be allocated among the Company, the Investors and any
 other sellers of Common Stock in such Public Offering ("Third-Party
 Sellers"), first, pro rata among the Investors until all the shares of
 Common Stock originally proposed to be offered for sale by the Investors
 have been allocated, and second, pro rata among the Company and any Third-
 Party Sellers, in each case on the basis of the relative number of shares of
 Common Stock originally proposed to be offered for sale under such
 registration by each of the Investors, the Company and the Third-Party
 Sellers, as the case may be.  If as a result of the proration provisions of
 this Section 2(D)(ii), any Investor is not entitled to include all such
 Registrable Securities in such registration, such Investor may elect to
 withdraw its request to include any Registrable Securities in such
 registration.  With respect to registrations pursuant to this Section 2(D),
 the number of securities required to satisfy any underwriters' over-
 allotment option shall be allocated among the Company, the Investors
 and any Third Party Seller pro rata on the basis of the relative number
 of securities offered for sale under such registration by each of the
 Investors, the Company and any such Third Party Sellers before the exercise
 of such over-allotment option.

 Obligations of the Company

           In connection with the registration of the Registrable Securities,
 the Company shall:

           Promptly (i) prepare and file with the Commission such  amendments
 (including post-effective  amendments)  to the  Registration  Statement  and
 supplements to the Prospectus as may  be necessary to keep the  Registration
 Statement continuously effective  and in compliance  with the provisions  of
 the Securities Act applicable thereto so as to permit the Prospectus forming
 part thereof  to be  current and  useable by  Investors for  resales of  the
 Registrable Securities for a period of five (5) years from the date on which
 the Registration Statement  is first  declared effective  by the  Commission
 (the "Effective Time") or such shorter  period that will terminate when  all
 the Registrable Securities covered by  the Registration Statement have  been
 sold pursuant thereto in accordance with  the plan of distribution  provided
 in the Prospectus, transferred pursuant to Rule 144 under the Securities Act
 or otherwise transferred  in a manner  that results in  the delivery of  new
 securities not subject  to transfer  restrictions under  the Securities  Act
 (the "Registration Period") and (ii) take all  lawful action such that  each
 of (A) the Registration Statement and any  amendment thereto does not,  when
 it becomes effective, contain an untrue statement of a material fact or omit
 to state a material fact required to be stated therein or necessary to  make
 the statements therein, not misleading  and (B) the Prospectus forming  part
 of the Registration Statement, and any amendment or supplement thereto, does
 not at any time during the  Registration Period include an untrue  statement
 of a material fact or omit  to state a material  fact required to be  stated
 therein or  necessary  to make  the  statements  therein, in  light  of  the
 circumstances under which they were made, not misleading;

           During the Registration Period, comply with the provisions of  the
 Securities Act with  respect to the  Registrable Securities  of the  Company
 covered by  the  Registration Statement  until  such  time as  all  of  such
 Registrable Securities have been disposed of in accordance with the intended
 methods of  disposition by  the Investors  as set  forth in  the  Prospectus
 forming part of the Registration Statement;

           (i) Prior to the  filing with the  Commission of any  Registration
 Statement  (including  any  amendments  thereto)  and  the  distribution  or
 delivery of  any Prospectus  (including  any supplements  thereto),  provide
 (A) draft copies thereof to the Investors and reflect in such documents  all
 such comments as the  Investors (and their  counsel) reasonably may  propose
 and (B) to the  Investors a copy  of the accountant's  consent letter to  be
 included in the filing and (ii) furnish  to each Investor whose  Registrable
 Securities are included in the Registration Statement and its legal  counsel
 identified to  the Company,  (A) promptly after  the  same is  prepared  and
 publicly distributed, filed with the Commission, or received by the Company,
 one copy of the Registration Statement, each Prospectus, and each  amendment
 or supplement thereto and  (B) such number of copies  of the Prospectus  and
 all amendments and  supplements thereto and  such other  documents, as  such
 Investor may reasonably request  in order to  facilitate the disposition  of
 the Registrable Securities owned by such Investor;

           (i) Register or qualify the Registrable Securities covered by  the
 Registration Statement  under such  securities or  "blue sky"  laws of  such
 jurisdictions as  the  Investors  who hold  a  majority-in-interest  of  the
 Registrable Securities being  offered reasonably  request, (ii) prepare  and
 file  in  such  jurisdictions  such  amendments  (including   post-effective
 amendments) and supplements to such registrations and qualifications as  may
 be necessary to maintain the effectiveness  thereof at all times during  the
 Registration Period,  (iii) take all  such other  lawful actions  as may  be
 necessary to maintain such registrations and qualifications in effect at all
 times during the  Registration Period and  (iv) take all  such other  lawful
 actions  reasonably  necessary  or  advisable  to  qualify  the  Registrable
 Securities for  sale  in such  jurisdictions;  provided, however,  that  the
 Company shall not  be required  in connection  therewith or  as a  condition
 thereto to (A) qualify to do business in any jurisdiction where it would not
 otherwise be required  to qualify  but for  this Section  3(D), (B)  subject
 itself to general taxation  in any such jurisdiction  or (C) file a  general
 consent to service of process in any such jurisdiction;

           As promptly as  practicable after  becoming aware  of such  event,
 notify each Investor of the  occurrence of any event,  as a result of  which
 the Prospectus included in  the Registration Statement,  as then in  effect,
 includes an 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, in  light of  the circumstances  under which  they were  made,  not
 misleading, and promptly prepare an amendment to the Registration  Statement
 and supplement  to  the  Prospectus to  correct  such  untrue  statement  or
 omission, and deliver a number of copies of such supplement and amendment to
 each Investor as such Investor may reasonably request;

           As promptly as  practicable after  becoming aware  of such  event,
 notify each Investor who holds Registrable Securities being sold (or, in the
 event of  an  underwritten  offering,  the  managing  underwriters)  of  the
 issuance by the  Commission of  any stop order  or other  suspension of  the
 effectiveness of the  Registration Statement at  the earliest possible  time
 and take all lawful action to  effect the withdrawal, rescission or  removal
 of such stop order or other suspension;

           Cause all the Registrable  Securities covered by the  Registration
 Statement to be listed  on the principal  national securities exchange,  and
 included in  an  inter-dealer  quotation system  of  a  registered  national
 securities association,  on or  in which  securities of  the same  class  or
 series issued by the Company are then listed or included;

           Maintain a transfer  agent and registrar,  which may  be a  single
 entity, for the Registrable Securities not later than the effective date  of
 the Registration Statement;

           Cooperate with the Investors who hold Registrable Securities being
 offered to facilitate  the timely preparation  and delivery of  certificates
 for the Registrable Securities  to be offered  pursuant to the  registration
 statement and enable such certificates for the Registrable Securities to  be
 in such  denominations or  amounts, as  the case  may be,  as the  Investors
 reasonably may request  and registered  in such  names as  the Investor  may
 request; and, within three (3) business days after a registration  statement
 which  includes  Registrable  Securities   is  declared  effective  by   the
 Commission, deliver  and cause  legal counsel  selected  by the  Company  to
 deliver to the transfer agent for the Registrable Securities (with copies to
 the Investors whose Registrable Securities are included in such registration
 statement) an  appropriate  instruction and,  to  the extent  necessary,  an
 opinion of such counsel;

           Take  all  such  other  lawful  actions  reasonably  necessary  to
 expedite  and  facilitate  the  disposition   by  the  Investors  of   their
 Registrable Securities  in accordance  with  the intended  methods  therefor
 provided in the Prospectus which are customary under the circumstances;

           Make generally  available  to  its security  holders  as  soon  as
 practicable, but in any event not later than three (3) months after (i)  the
 effective date (as defined in Rule  158(c) under the Securities Act) of  the
 Registration Statement and  (ii) the effective  date of each  post-effective
 amendment to the  Registration Statement, as  the case may  be, an  earnings
 statement of the Company and its subsidiaries complying with Section 11  (a)
 of the  Securities Act  and  the rules  and  regulations of  the  Commission
 thereunder (including, at the option of the Company, Rule 158);

           In the  event of  an underwritten  offering, promptly  include  or
 incorporate in a  Prospectus supplement or  post-effective amendment to  the
 Registration Statement  such information  as the  managers reasonably  agree
 should be included  therein and  to which  the Company  does not  reasonably
 object and make all required filings of such Prospectus supplement or  post-
 effective amendment  as soon  as practicable  after it  is notified  of  the
 matters to  be included  or incorporated  in such  Prospectus supplement  or
 post-effective amendment;

           (i) Make reasonably  available for  inspection by  Investors,  any
 underwriter participating in  any disposition pursuant  to the  Registration
 Statement, and  any attorney,  accountant or  other agent  retained by  such
 Investors or any such underwriter all relevant financial and other  records,
 pertinent  corporate  documents  and  properties  of  the  Company  and  its
 subsidiaries, and (ii) cause the Company's officers, directors and employees
 to supply all information reasonably requested by such Investors or any such
 underwriter,  attorney,  accountant   or  agent  in   connection  with   the
 Registration Statement,  in  each case,  as  is customary  for  similar  due
 diligence examinations; provided, however, that all records, information and
 documents that are designated in writing  by the Company, in good faith,  as
 confidential, proprietary or containing  any material nonpublic  information
 shall be  kept confidential  by such  Investors  and any  such  underwriter,
 attorney, accountant or  agent (pursuant to  an appropriate  confidentiality
 agreement in the case of any  such holder or agent), unless such  disclosure
 is made pursuant  to judicial  process in  a court  proceeding (after  first
 giving the Company  an opportunity promptly  to seek a  protective order  or
 otherwise limit the scope of the  information sought to be disclosed) or  is
 required by law, or such records, information or documents become  available
 to the public  generally or through  a third party  not in  violation of  an
 accompanying obligation of confidentiality; and provided, further, that,  if
 the foregoing inspection and  information gathering would otherwise  disrupt
 the Company's  conduct  of its  business,  such inspection  and  information
 gathering shall, to the maximum extent possible, be coordinated on behalf of
 the Investors and the other parties entitled thereto by one firm of  counsel
 designated by and  on behalf of  the majority in  interest of Investors  and
 other parties;

           In  connection   with  any   underwritten  offering,   make   such
 representations and  warranties  to  the  Investors  participating  in  such
 underwritten offering and to the managers,  in form, substance and scope  as
 are  customarily  made   by  the  Company   to  underwriters  in   secondary
 underwritten offerings;

           In connection with any  underwritten offering, obtain opinions  of
 counsel to  the Company  (which counsel  and opinions  (in form,  scope  and
 substance) shall be  reasonably satisfactory to  the managers) addressed  to
 the underwriters,  covering  such  matters as  are  customarily  covered  in
 opinions requested in secondary underwritten offerings (it being agreed that
 the  matters  to  be  covered  by  such  opinions  shall  include,   without
 limitation, as of the date of  the opinion and as  of the Effective Time  of
 the Registration Statement or most recent post-effective amendment  thereto,
 as the case  may be,  the absence from  the Registration  Statement and  the
 Prospectus, including any documents incorporated by reference therein, of an
 untrue statement  of a  material fact  or the  omission of  a material  fact
 required to be stated  therein or necessary to  make the statements  therein
 (in the case of  the Prospectus, in light  of the circumstances under  which
 they were made) not misleading, subject to customary limitations);

           In  connection  with  any  underwritten  offering,  obtain   "cold
 comfort" letters and updates thereof from the independent public accountants
 of the Company (and, if necessary,  from the independent public  accountants
 of any subsidiary of the Company or of any business acquired by the Company,
 in each case for which financial  statements and financial data are, or  are
 required to be, included in the  Registration Statement), addressed to  each
 underwriter participating in such underwritten offering (if such underwriter
 has provided such letter, representations or documentation, if any, required
 for such cold  comfort letter  to be so  addressed), in  customary form  and
 covering matters of the type customarily  covered in "cold comfort"  letters
 in connection with secondary underwritten offerings;

           In  connection  with  any  underwritten  offering,  deliver   such
 documents and certificates as may be reasonably required by the managers, if
 any, and

           In the event that any broker-dealer registered under the  Exchange
 Act shall be an "Affiliate" (as defined in Rule 2729(b)(1) of the rules  and
 regulations of the  National Association  of Securities  Dealers, Inc.  (the
 "NASD Rules") (or any successor provision thereto)) of the Company or has  a
 "conflict of interest" (as defined in Rule 2720(b)(7) of the NASD Rules  (or
 any successor provision thereto))  and such broker-dealer shall  underwrite,
 participate as a  member of an  underwriting syndicate or  selling group  or
 assist in  the distribution  of any  Registrable Securities  covered by  the
 Registration Statement, whether as a  holder of such Registrable  Securities
 or as an underwriter, a placement  or sales agent or  a broker or dealer  in
 respect thereof, or otherwise, the  Company shall assist such  broker-dealer
 in complying with  the requirements of  the NASD  Rules, including,  without
 limitation,  by  (A) engaging  a  "qualified  independent  underwriter"  (as
 defined in Rule 2720(b)(15)  of the NASD Rules  (or any successor  provision
 thereto)) to participate  in the preparation  of the Registration  Statement
 relating to such Registrable Securities, to exercise usual standards of  due
 diligence in respect thereof and to  recommend the public offering price  of
 such Registrable  Securities,  (B) indemnifying such  qualified  independent
 underwriter to the extent of the indemnification of underwriters provided in
 Section 6 hereof and (C) providing such information to such broker-dealer as
 may be  required  in  order  for  such  broker-dealer  to  comply  with  the
 requirements of the NASD Rules.
 Obligations of the Investors

           In connection with the registration of the Registrable Securities,
 the Investors shall have the following obligations:

           It shall  be  a condition  precedent  to the  obligations  of  the
 Company to complete the registration pursuant to this Agreement with respect
 to the Registrable Securities  of a particular  Investor that such  Investor
 shall  furnish  to  the  Company  such  information  regarding  itself,  the
 Registrable Securities held by it and the intended method of disposition  of
 the Registrable Securities  held by it  as shall be  reasonably required  to
 effect the registration  of such  Registrable Securities  and shall  execute
 such documents  in connection  with such  registration  as the  Company  may
 reasonably request;

           Each Investor  by its  acceptance  of the  Registrable  Securities
 agrees to cooperate with the Company in connection with the preparation  and
 filing of the  Registration Statement  hereunder, unless  such Investor  has
 notified the  Company in  writing of  its  election to  exclude all  of  its
 Registrable Securities from the Registration Statement; and

           Each Investor agrees  that, upon receipt  of any  notice from  the
 Company of the occurrence of any event of the kind described in Section 3(E)
 or 3(F), it  shall immediately  discontinue its  disposition of  Registrable
 Securities pursuant to the Registration Statement covering such  Registrable
 Securities until such Investor's receipt of  the copies of the  supplemented
 or amended Prospectus contemplated  by Section 3(E) and,  if so directed  by
 the Company, such Investor shall deliver  to the Company (at the expense  of
 the Company)  or  destroy (and  deliver  to  the Company  a  certificate  of
 destruction) all copies  in such  Investor's possession,  of the  Prospectus
 covering such Registrable Securities current at the time of receipt of  such
 notice.

 Expenses of Registration
 ------------------------

           All expenses, other than  underwriting discounts and  commissions,
 incurred  in  connection  with  registrations,  filings  or   qualifications
 pursuant to Section 3, but including, without limitation, all  registration,
 listing, and qualifications  fees, printing and  engraving fees,  accounting
 fees, and the  fees and disbursements  of counsel for  the Company shall  be
 borne by the Company.

 Indemnification and Contribution
 --------------------------------

           Indemnification by the Company.   The Company shall indemnify  and
 hold harmless each  Investor (each such  person being sometimes  hereinafter
 referred to as an "Indemnified Person") from and against any losses, claims,
 damages or liabilities, joint or several,  to which such Indemnified  Person
 may become subject under  the Securities Act or  otherwise, insofar as  such
 losses, claims, damages or liabilities (or actions in respect thereof) arise
 out of or are based upon an untrue statement of a material fact contained in
 any Registration  Statement or  an omission  or  alleged omission  to  state
 therein a material fact required to  be stated therein or necessary to  make
 the statements therein, not misleading, or arise out of or are based upon an
 untrue statement  of a  material  fact contained  in  any Prospectus  or  an
 omission or alleged omission to state therein a material fact required to be
 stated therein or necessary to make the statements therein, in the light  of
 the circumstances  under  which they  were  made, not  misleading;  and  the
 Company  hereby  agrees  to  reimburse  such  Indemnified  Person  for   all
 reasonable legal  and other  expenses incurred  by them  in connection  with
 investigating or  defending  any such  action  or  claim as  and  when  such
 expenses are  incurred; provided,  however, that  the Company  shall not  be
 liable to any such Indemnified  Person in any such  case to the extent  that
 any such loss, claim, damage or liability arises out of or is based upon (i)
 an untrue statement or alleged untrue  statement made in, or an omission  or
 alleged omission from, such Registration Statement or Prospectus in reliance
 upon and in conformity with written information furnished to the Company  by
 such Indemnified Person expressly for use therein or (ii) in the case of the
 occurrence of an event of the type specified in Section 3(E), the use by the
 Indemnified Person of an outdated or defective Prospectus after the  Company
 has provided to such Indemnified Person an updated Prospectus correcting the
 untrue statement or alleged untrue statement or omission or alleged omission
 giving rise to such loss, claim, damage or liability.

           Notice of Claims, etc.  Promptly after receipt by a party  seeking
 indemnification pursuant  to  this  Section 6 (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  Section   6  is   being  sought   (the
 "Indemnifying Party") of the  commencement thereof; but  the omission to  so
 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 and 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,
 costs and expenses,  (y) the Indemnified  Party and  the Indemnifying  Party
 shall reasonably have concluded that representation of the Indemnified Party
 by 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
 counsel for the Indemnified Party (together with appropriate local counsel).
 The Indemnified Party shall  not, without the prior  written consent of  the
 Indemnifying 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 Indemnifying Party from all
 liabilities with respect to such Claim or judgment.

           Contribution.  If the indemnification provided for in this Section
 6 is unavailable to or insufficient  to hold harmless an Indemnified  Person
 under subsection (A)   above in  respect of any  losses, claims, damages  or
 liabilities (or actions in respect thereof)  referred to therein, then  each
 Indemnifying Party shall contribute  to the amount paid  or payable by  such
 Indemnified Party as a result of such losses, claims, damages or liabilities
 (or actions in  respect thereof)  in such  proportion as  is appropriate  to
 reflect the relative  fault of the  Indemnifying Party  and the  Indemnified
 Party in connection with the statements or omissions which resulted in  such
 losses, claims, damages or liabilities (or  actions in respect thereof),  as
 well as any other relevant equitable considerations.  The relative fault  of
 such Indemnifying  Party  and  Indemnified  Party  shall  be  determined  by
 reference to,  among other  things, whether  the  untrue or  alleged  untrue
 statement of a  material fact  or omission or  alleged omission  to state  a
 material fact relates to information supplied by such Indemnifying Party  or
 by such  Indemnified Party,  and the  parties' relative  intent,  knowledge,
 access to information and opportunity to  correct or prevent such  statement
 or omission.   The  parties hereto  agree  that it  would  not be  just  and
 equitable if contribution pursuant to this  Section 6(D) were determined  by
 pro rata allocation (even if the Investors or any underwriters were  treated
 as one entity for such purpose) or  by any other method of allocation  which
 does not take account  of the equitable considerations  referred to in  this
 Section 6(D).   The amount  paid or  payable by  an Indemnified  Party as  a
 result of the losses, claims, damages or liabilities (or actions in  respect
 thereof) referred to  above shall be  deemed to include  any legal or  other
 fees or expenses reasonably incurred by such Indemnified Party in connection
 with investigating or defending any such action or claim.  No person  guilty
 of fraudulent misrepresentation (within the meaning of Section 11(f) of  the
 Securities Act) shall be  entitled to contribution from  any person who  was
 not guilty of  such fraudulent misrepresentation.   The  obligations of  the
 Investors and any underwriters in this  Section 6(D) to contribute shall  be
 several in proportion to the percentage of Registrable Securities registered
 or underwritten, as the case may be, by them and not joint.

           Notwithstanding any other provision of this Section 6, in no event
 shall any (i)  Investor be  required to  undertake liability  to any  person
 under this Section 6 for any amounts in  excess of the dollar amount of  the
 proceeds to be received  by such Investor from  the sale of such  Investor's
 Registrable Securities (after deducting any fees, discounts and  commissions
 applicable thereto) pursuant to any Registration Statement under which  such
 Registrable Securities are  to be registered  under the  Securities Act  and
 (ii) underwriter be required to undertake liability to any Person  hereunder
 for any amounts  in excess of  the aggregate discount,  commission or  other
 compensation payable to  such underwriter  with respect  to the  Registrable
 Securities underwritten by it and  distributed pursuant to the  Registration
 Statement.

           The obligations of the  Company under this Section  6 shall be  in
 addition to  any liability  which  the Company  may  otherwise have  to  any
 Indemnified Person and the obligations of any Indemnified Person under  this
 Section 6  shall be  in addition  to any  liability which  such  Indemnified
 Person may otherwise  have to the  Company.  The  remedies provided in  this
 Section 6 are not exclusive and shall not limit any rights or remedies which
 may otherwise be available to an indemnified party at law or in equity.
 Rule 144

           With a view to making available  to the Investors the benefits  of
 Rule 144 under the Securities Act or any other similar rule or regulation of
 the Commission that may at any time permit the Investors to sell  securities
 of the Company to the public without registration ("Rule 144"), the  Company
 agrees to use its best efforts to:

          comply with the provisions of paragraph (c) (1) of Rule 144 and
          ---------------------------------------------------------------
  file with the Commission in a timely manner all reports and other documents
  ---------------------------------------------------------------------------
   required to be filed by the Company pursuant to Section 13 or 15(d) under
   -------------------------------------------------------------------------
     the Exchange Act; and, if at any time it is not required to file such
     ---------------------------------------------------------------------
   reports but in the past had been required to or did file such reports, it
   -------------------------------------------------------------------------
  will, upon the request of any Investor, make available other information as
  ---------------------------------------------------------------------------
   required by, and so long as necessary to permit sales of, its Registrable
   -------------------------------------------------------------------------
                        Securities pursuant to Rule 144.
                        --------------------------------

 Assignment
 ----------

           The rights  to have  the Company  register Registrable  Securities
 pursuant to this Agreement shall be automatically assigned by the  Investors
 to any  permitted transferee  of  all or  any  portion of  such  Registrable
 Securities (or all or any portion of the Debenture or Warrant of the Company
 which is convertible into such securities)  only if (a) the Investor  agrees
 in writing with the transferee or assignee to assign such rights, and a copy
 of such agreement is furnished to the Company within a reasonable time after
 such assignment, (b)  the Company is,  within a reasonable  time after  such
 transfer or assignment, furnished  with written notice of  (i) the name  and
 address of such transferee or assignee and (ii) the securities with  respect
 to which such  registration rights are  being transferred  or assigned,  (c)
 immediately  following  such  transfer  or  assignment,  the  securities  so
 transferred or assigned to the transferee or assignee constitute  Restricted
 Securities and (d) at  or before the time  the Company received the  written
 notice contemplated  by  clause  (b) of  this  sentence  the  transferee  or
 assignee agrees  in writing  with the  Company to  be bound  by all  of  the
 provisions contained herein.

 Amendment and Waiver
 --------------------

           Any provision of this Agreement may be amended and the  observance
 thereof may be  waived (either  generally or  in a  particular instance  and
 either retroactively or prospectively), only with the written consent of the
 Company and Investors  who hold  a majority-in-interest  of the  Registrable
 Securities.   Any  amendment or  waiver  effected in  accordance  with  this
 Section 9 shall be binding upon each Investor and the Company.

 Changes in Common Stock
 -----------------------

           If, and as often as, there are any changes in the Common Stock  by
 way  of  stock  split,  stock   dividend,  reverse  split,  combination   or
 reclassification,  or  through  merger,  consolidation,  reorganization   or
 recapitalization, or by  any other  means, appropriate  adjustment shall  be
 made in the provisions hereof,  as may be required,  so that the rights  and
 privileges granted hereby shall continue with respect to the Common Stock as
 so changed.

 Miscellaneous
 -------------

           A person or entity shall be  deemed to be a holder of  Registrable
 Securities whenever such person  or entity owns  of record such  Registrable
 Securities.  If  the Company receives  conflicting instructions, notices  or
 elections from two  or more  persons or entities  with respect  to the  same
 Registrable  Securities,  the   Company  shall   act  upon   the  basis   of
 instructions, notice or election received from the registered owner of  such
 Registrable Securities.

           If, after the date  hereof and prior  to the Commission  declaring
 the Registration Statement to  be filed pursuant  to Section 2(a)  effective
 under the Securities Act, the Company grants to any Person any  registration
 rights with respect to  any Company securities which  are more favorable  to
 such other Person than  those provided in this  Agreement, then the  Company
 forthwith shall  grant  (by means  of  an  amendment to  this  Agreement  or
 otherwise) identical registration rights to all Investors hereunder.

           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:

                (1)  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


                 (2) If to the Investor, to:

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


                 (3) If to  any  other  Investor, at  such  address  as  such
      Investor shall have provided in writing to the Company.

 The Company, the Holder or any Investor may change the foregoing address  by
 notice given pursuant to this Section 11(C).

           Failure of any party  to exercise any right  or remedy under  this
 Agreement or otherwise,  or delay  by a party  in exercising  such right  or
 remedy, shall not operate as a waiver thereof.

           This Agreement shall be governed by and interpreted in  accordance
 with the laws of the State of California.   Each of the parties 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
 Agreement 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.

           Should any  party hereto  employ an  attorney for  the purpose  of
 enforcing or  construing  this Agreement,  or  any judgment  based  on  this
 Agreement,  in  any  legal  proceeding  whatsoever,  including   insolvency,
 bankruptcy,  arbitration,  declaratory  relief  or  other  litigation,   the
 prevailing party  shall be  entitled  to receive  from  the other  party  or
 parties thereto reimbursement  for all  reasonable attorneys'  fees and  all
 reasonable costs, including but  not limited to  service of process,  filing
 fees, court and  court reporter costs,  investigative costs, expert  witness
 fees, and the  cost of  any bonds,  whether taxable  or not,  and that  such
 reimbursement shall be  included in any  judgment or final  order issued  in
 that proceeding.  The "prevailing party"  means the party determined by  the
 court to most nearly prevail  and not necessarily the  one in whose favor  a
 judgment is rendered.

           The remedies provided  in this  Agreement are  cumulative and  not
 exclusive of any remedies provided by law.  If any term, provision, covenant
 or  restriction  of  this  Agreement  is  held  by  a  court  of   competent
 jurisdiction to be invalid, illegal, void or unenforceable, the remainder of
 the terms, provisions,  covenants and  restrictions set  forth herein  shall
 remain in full force and effect and shall in no way be affected, impaired or
 invalidated, and the parties hereto shall use their best efforts to find and
 employ an alternative means  to achieve the same  or substantially the  same
 result  as  that   contemplated  by  such   term,  provision,  covenant   or
 restriction.  It is  hereby stipulated and declared  to be the intention  of
 the parties that they would have  executed the remaining terms,  provisions,
 covenants and  restrictions  without  including any  of  such  that  may  be
 hereafter declared invalid, illegal, void or unenforceable.

           The Company shall not enter into any agreement with respect to its
 securities that is inconsistent  with the rights granted  to the holders  of
 Registrable Securities in  this Agreement  or otherwise  conflicts with  the
 provisions hereof.  The  Company is not currently  a party to any  agreement
 granting any registration rights  with respect to any  of its securities  to
 any person which conflicts with the Company's obligations hereunder or gives
 any other party  the right  to include  any securities  in any  Registration
 Statement filed pursuant  hereto, except for  such rights  and conflicts  as
 have been  irrevocably  waived.   Without  limiting the  generality  of  the
 foregoing, without  the written  consent of  the holders  of a  majority  in
 interest of the Registrable Securities, the  Company shall not grant to  any
 person the right to request it to  register any of its securities under  the
 Securities Act unless the  rights so granted are  subject in all respect  to
 the prior rights of the holders of Registrable Securities set forth  herein,
 and  are  not  otherwise  in  conflict  or inconsistent with  the provisions
 of this  Agreement.  The restrictions  on  the  Company's  rights  to  grant
 registration rights under  this paragraph shall  terminate on  the date  the
 Registration Statement  to be  filed pursuant  to Section  2(A) is  declared
 effective by the Commission.

           This Agreement, the Securities  Purchase Agreement, the  Debenture
 and the  Conversion Warrants  Agreement, of  even  date herewith  among  the
 Company and the  Holder constitute the  entire agreement  among the  parties
 hereto  with  respect  to  the  subject   matter  hereof.    There  are   no
 restrictions, promises,  warranties or  undertakings, other  than those  set
 forth  or  referred  to  herein.    These  Agreements  supersede  all  prior
 agreements and undertakings  among the parties  hereto with  respect to  the
 subject matter hereof.

           Subject to the  requirements of Section  8 hereof, this  Agreement
 shall inure to the benefit of and be binding upon the successors and assigns
 of each of the parties hereto.

           All pronouns and  any variations thereof  refer to the  masculine,
 feminine or neuter, singular or plural, as the context may require.

           The headings in  this Agreement are  for convenience of  reference
 only and shall not limit or otherwise affect the meaning thereof.

           The Company  acknowledges  that  any failure  by  the  Company  to
 perform its obligations under Section 3,  or any delay in such  performance,
 could result in direct damages to the Investors and the Company agrees that,
 in addition to any  other liability the  Company may have  by reason of  any
 such failure or delay,  the Company shall be  liable for all direct  damages
 caused by such failure or delay.

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

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

                               American HealthChoice, Inc.



                               By:    _____________________________________
                               Name:  _____________________________________
                               Title: _____________________________________



                               Golden Gate Investors, Inc.


                               By:    _____________________________________
                               Name:  _____________________________________
                               Title: _____________________________________