EXHIBIT 10.32

                             EMPLOYMENT AGREEMENT

 THIS EMPLOYMENT CONTRACT AGREEMENT ("Agreement") is made effective as of the
 1st day of  October, 2005, between  American HealthChoice  (Texas), Inc.,  a
 Texas corporation, (hereinafter called the "Company"), and Dr. J. Wes Stucki
 (hereinafter called the "Employee").

                                  WITNESSETH

     WHEREAS, the  Company  owns and  operates  various health  care  service
 businesses (all such businesses  hereinafter being referred to  collectively
 as the "Business"); and

     WHEREAS, The Company desires to employ  the Employee upon the terms  and
 conditions hereinafter  set  forth,  and  the  Employee  desires  to  accept
 employment with the Company and render services to the Company on such terms
 and conditions;

     NOW, THEREFORE, in consideration of the covenants and agreements  herein
 made, the parties hereto agree as follows:

 A.   Recitals:  The above recitals are incorporated by reference herein  and
    made a part thereof as if set forth herein verbatim.

 B.   Employment:  The Company hereby  employs Employee, and Employee  hereby
    accepts employment  with the  Company, to  serve as  the Chief  Executive
    Officer of the Company.  The Employee's duties shall include, but not  be
    limited to those  duties of a  Chief Executive and  such other duties  as
    the Company may from time to time reasonably direct.

 C.   Term and Duties

    1.     The period of Employee's employment under this Agreement shall  be
       deemed to have commenced as of the date first above written and  shall
       continue for a period of three (3) years thereafter.

    2.     During the period of employment hereunder and except for  illness,
       reasonable vacation  periods  and reasonable  leaves of  absence,  the
       Employee  shall devote  the  Employee's  time,  attention,  skill  and
       efforts  to  the  faithful   performance  of  the  Employee's   duties
       hereunder and the furtherance of the Company's business.

 D.    Compensation

    1.  For all services  rendered by Employee hereunder, Employer shall  pay
        Employee  base   salary  of  Two   Hundred  Fifty  Thousand   Dollars
        ($250,000.00) per  year, payable in  equal installments  at the  same
        intervals as other Company employees.  Deductions shall be made  from
        Employee's  compensation for  social  security, withholding  tax  and
        such  other  taxes  as  may   from  time  to  time  be  required   by
        governmental authorities.

    2.  In addition to such compensation as is to be payable to the  Employee
        pursuant  to the  provisions  of Section  1,  the Employee  shall  be
        entitled to received an annual performance bonus defined as follows:

           a. For  the year  ended September  30,  2006, the  Employee  shall
           receive a performance bonus  derived from the percentage  increase
           in net  revenue in  fiscal  2006 compared  to  fiscal  2005.   For
           example,  if  the  increase  in  net  revenue  is  15%,  then  the
           performance  bonus  shall  be  $37,500  ($250,000  multiplied   by
           15%).The  calculation,   derived   from  the   audited   financial
           statements, shall be  approved by the  Compensation Committee  and
           shall be payable on December 31, 2006.

           b.  For  the  years  ended  September  30,  2007  and  2008,   the
           performance shall  continue  to  be derived  from  the  percentage
           increase in net revenue.

     3. Employee  shall  be  considered  for  additional  bonus  compensation
 annually from time to time based upon the overall performance and  financial
 condition of the  Company and  in particular  those areas  of the  Company's
 business operations for which the Employee has primary responsibility.  Such
 bonus amounts shall  be determined by  the Company's Compensation  Committee
 (the "Committee").

     4. Employee  is encouraged,  from  time  to time,  to  incur  reasonable
 expenses in  promoting  the  business of  the  Company,  provided  that  the
 business name and logo  are used, all in  accordance with the directives  of
 the Company's  Board of  Directors.   Such  expenses  include, but  are  not
 limited to, expenses  for travel, entertainment  and miscellaneous  expenses
 incurred in the conduct of the business  of the Company.  Employee shall  be
 entitled to reimbursement from the Company for such expenses upon submission
 of proper documentation therefore.

 E. Benefits

     1.  At such reasonable times  as the Company  shall, in its  discretion,
         permit Employee  shall  be entitled,  without  loss of  pay,  up  to
         Thirty (30) business  days per calendar  year of combined  vacation,
         personal, sick, and  holiday leave.   Such leave shall  be taken  in
         such a manner and at such times as shall be agreed upon by  Employee
         and the Company.

      2. So long  as group  health insurance  is generally  available in  the
         marketplace,  and  subject  to  such  exclusions  and   underwriting
         conditions as the  insurer may impose  as to  Employee, the  Company
         shall pay the cost  of group health insurance  for the Employee  and
         his dependents.  The  insurance provided for  Employee shall be  the
         same as that provided for all other employees of the Company, as the
         same may be  modified from time  to time.   This Agreement does  not
         guarantee Employee's insurability;  rather; it  merely requires  the
         Company to pay for the Employee's insurance on the same basis as for
         other employees  of  the  Company so  long  as  it  is  commercially
         available, until termination thereof.

      3. So  long  as  the  Company  shall have  a  401(k) and/or  any  other
         deferred  compensation   plan,  Employee   shall  be   entitled   to
         participate in all such deferred compensation plans.

      4. Company shall pay  Employee an automobile  expense allowance of  One
         Thousand Dollars  ($1,000.00) per  month, and  reasonable costs  for
         Employee's mobile telephone and  a fax and/or  internet line at  his
         personal residence.

      5. Company   shall  pay  up  to   One  Thousand  Five  Hundred  Dollars
         ($1,500.00)  per  calendar   year  toward  the  cost  of  continuing
         professional education courses  for Employee, provided that same are
         relevant to Employee's duties hereunder.  Expenditures of any amount
         exceeding an aggregate total  of $1,500 during any one calendar year
         for  continuing   professional  education  for   Employee  shall  be
         submitted to the Board for its prior approval.

      6. Company shall pay on behalf of Employee his annual licenses and dues
         for two (2) professional organizations of Employee's choice that are
         directly related to his employment.

 F. Termination: Severance Pay

 1.   Subject to the provision of subsection (4) below, this Agreement shall
 be terminated upon the happening of the first of any of the following
 events:

           a. Whenever  the  Company  and  the  Employee  mutually  agree  to
              terminate this Agreement; or

           b. Upon the death of the Employee; or

           c. At the latter of such time as Employee (i) has been absent from
              work,  disabled  or  otherwise  impaired  from  performing  the
              Employee's  duties  hereunder  on  a  full-time  basis  for   a
              continuous period of ten (10) weeks or a total of eighteen (18)
              weeks in  any consecutive  twelve (12)  month period,  or  (ii)
              begins receiving disability insurance benefits; or

           d. If the Employee violates any provision of this Agreement and is
              given written notice of the same, and fails or refuses to  cure
              same within  thirty (30)  days after  notice thereof  from  the
              Company (cure may be effected by written acknowledgment of such
              violation if it is not a continuing course of conduct); or

           e. Employee's failure  or  refusal  to comply  with  the  accepted
              professional  policies  and  standards  of  the  Company  after
              written notice thereof specifying the nature of such failure or
              refusal; or

           f. Any behavior which is repeated or persistent following  written
              notice from the  Company and which  is egregious or  materially
              adverse to the  normally harmonious and  productive conduct  of
              the Company's Businesses; or

           g. At  the  Company's  option,  at   any  time  for  "cause",   as
              hereinafter defined.

      2. For purposes  of this  Agreement, the  term  "cause" is  defined  to
         include: (a) the matters set forth in sections (1)(d) through (1)(g)
         above; or (b) a conviction of fraud or embezzlement; or (c) Employee
         becomes substantially dependent on alcohol or drugs.

      3. Unless the Company  determines, by unanimous  vote of  its Board  of
         Directors (exclusive of Employee), that immediate termination of the
         Employee is necessary for protection of the Company's Businesses  or
         property, the Company shall notify Employee in writing, by certified
         mail,  at  least  thirty  (30)  days  in  advance  of  any  proposed
         termination pursuant  to subsection  (1)(d) through  (1)(f) of  this
         Section F (which notice shall state the event for which Employee  is
         proposed to be discussed  in such detail as  to permit a  reasonable
         assessment by Employee of  the bona fides  thereof), and shall  give
         Employee (a) such thirty (30) days to cure any breach or misconduct,
         if the same  is capable of  being cured within  such period; or  (b)
         such  reasonable  amount  of  time  that  the  Board  of   Directors
         determines is required in order to cure said breach or misconduct.

      4. In the  event  of  termination of  this  Agreement  for  any  reason
         Employee  shall  be  entitled  to  termination/severance  pay  equal
         to twelve  (12) months  of  full  salary  (based  on  the Employee's
         most  recent  monthly  salary  payment)  (less  any amounts  due the
         Company  from  the  Employee).  Upon  receipt  by  Employee of  such
         termination/severance pay, all of Employee's rights hereunder  shall
         terminate.

 G. Termination for Good Reason

      1. Definitions:  For purposes of this  Section G the following will  be
         applicable:

           a. Change in Control:  (i) Acquisition by an individual,  business
              organization or  related  group  of  individuals  and  business
              organizations of the beneficial ownership of 25% or more of the
              Company's voting  securities; or  (ii) election,  at an  annual
              election of  a  class of  directors,  of persons  who  are  not
              nominated by the Board and who  comprise more than one-half  of
              the class so elected.

           b. Good  Reason:   (i)  Without  the  Employee's  express  written
              consent,  the  assignment  to   the  Employee  of  any   duties
              inconsistent   with   the    Employee's   positions,    duties,
              responsibilities and status with the Company immediately  prior
              to a Change in Control, or a change in the Employee's reporting
              responsibilities, titles or  offices as  in effect  immediately
              prior to a Change in Control, or the Employee's removal from or
              any failure to re-elect the Employee to any of such  positions,
              except in  connection with  the termination  of the  Employee's
              employment in accordance with provisions of Section F above, or
              by the Employee other than for Good Reason; (ii) a reduction by
              the Company in the Employee's base  salary as in effect on  the
              date hereof or as the same may be increased from time to  time;
              (iii) a  failure  by  the Company  to  continue  any  incentive
              compensation plans in which the Employee is presently  entitled
              to participate  (the  "Incentive Plans")  as  the same  may  be
              modified from  time  to time  but  substantially in  the  forms
              currently in effect, or  a failure by  the Company to  continue
              the Employee  as a  participant in  the Incentive  Plans on  at
              least the  same basis  as  Employee presently  participates  in
              accordance  with  the   Incentive  Plans;   (iv)  without   the
              Employee's written consent, the Employee's reassignment by  the
              practicality dictates  a change  in the  Employee's  residence,
              except for  required travel  on the  Company's business  to  an
              extent substantially  consistent  with the  Employee's  present
              business travel obligations; (v) the failure by the Company  to
              continue in effect any benefit or compensation, life insurance,
              health and accident, or disability  plan in which the  Employee
              is participating at the time of  a Change in Control (or  plans
              providing the  Employee with  substantially similar  benefits),
              the taking of any  action by the  Company that would  adversely
              affect the Employee's participation in or materially reduce the
              Employee's benefits pursuant to any  such plans or deprive  the
              Employee at the time of the  Change in Control, or the  failure
              of the Company to  provide the Employee with  a number of  paid
              vacation days  to  which  the  Employee  is  then  entitled  in
              accordance with the Company's normal vacation policy in  effect
              on the date hereof;  or (vi) any  purported termination of  the
              Employee's employment that is  not effected in accordance  with
              the provisions  of  subsection  F (3)  above,  which  purported
              termination  shall  not  be  effective  for  purposes  of   the
              Agreement.

           c. Person:   Any  individual,  partnership,  corporation,  limited
              liability company or  other group or  entity, including two  or
              more persons  acting  as a  partnership,  limited  partnership,
              syndicate, association or  other group for  the purpose of  the
              acquisition, possession or disposition of stock.

           d. Effective Annual  Compensation:   The  aggregate total  of  the
              Employee's then  current base  salary amount  and bonus  amount
              received by the  Employee from  the Company  based on  services
              provided to the Company during the previous fiscal year.

     2.         Severance Benefits for Termination For  Good Reason:  If  the
         Employee, following a Change  in Control, terminates the  Employee's
         employment as  the  President and  Chief  Executive Officer  of  the
         Company for  Good Reason  prior to  the end  of this  contract,  the
         Employee will be entitled to  severance pay in the aggregate  amount
         of two  (2)  times  the Employee's  then  current  Effective  Annual
         Compensation,  to   be  payable   in  twelve   (12)  equal   monthly
         installments with  the first installment  to be  paid within  thirty
         (30) days after the Employee's termination.  The Employee will  also
         be entitled  to  the continuation  of  all the  Employee's  employee
         benefits  as  of  the  date  of  the  Change  in  Control  from  the
         Employee's  termination  through   the  end  of   the  time   period
         prescribed in this section for the payment of severance pay.

 H. Employee Cooperation:  The  Employee agrees to  cooperate fully with  the
    Company during  as well  as after  the  Employee's association  with  the
    Company has  terminated in  the investigation  or defense  of all  claims
    and/or any  audits or  other reviews  conducted by  or on  behalf of  any
    third-party payer (including the Federal or state government) arising out
    of or relating to the Businesses  during the Employee's association  with
    the Company, and/or any proceedings connected with the collection of  any
    fees relating thereto.  The Employee agrees to complete, sign and furnish
    to the Company promptly  and documentation required  or requested by  any
    third-party payer  in connection  with the  examination, verification  or
    review of any payment relating to  any services rendered by the  Employee
    during the Employee's association with the Company.

 I. Disclosure of Confidential  Information; Patient Records:   The  Employee
    acknowledges that  as a  result of  the Employee's  association with  the
    Company, the Employee will be making  use of, acquiring and/or adding  to
    confidential information  of  a  special and  unique  nature  and  value,
    relating to such matters as the Company's confidential reports, lists  of
    referring physicians, third-party and  direct payor contracts,  contracts
    with managed care  plans, lists  of patients and  the fees  paid by  such
    patients, and  other confidential  matters.   As material  inducement  to
    Company to enter  into this  Agreement, and to  pay to  the Employee  the
    compensation referred to in Section D hereof, the Employee covenants  and
    agrees that the Employee shall not,  at any time during or following  the
    term of this Agreement, directly or indirectly, divulge, disclose or make
    any use  of, for  any purpose  whatsoever, any  confidential  information
    which has been obtained by or disclosed to the Employee as a result of or
    otherwise  in  connection  with  the  Employee's  provision  of  services
    hereunder.  Such information  of a confidential  nature includes, but  is
    not limited  to, referral  source  information, medical  records,  scans,
    patient  charts,  patient  ledgers,  records  of  amount  received   from
    patients, patient lists, other  financial records of  the Company and  of
    patients, any and all  insurance.  Medicare and  other such records,  and
    any other  information  of a  private,  internal or  confidential  nature
    pertaining  to  the  Company's   Businesses,  functions  or   operations,
    including,  without   limitation,   the   nature   of   its   contractual
    relationships.  In  accordance with the  foregoing, the Employee  further
    agrees that  the Employee  will at  no  time retain  or remove  from  the
    premises of the Company records of any kind or description whatsoever for
    any purpose unconnected  with the  strict performance  of the  Employee's
    association with the Company for any  reason, the Employee will  promptly
    return to the Company  all lists, books and  records of or pertaining  to
    the Company's patients and Businesses,  and all other property  belonging
    to the Company, in the Employee's custody, control or possession.

    In the event of a breach or threatened breach acted upon by the  Employee
    of any of the provisions of this  Section 1, the Company, in addition  to
    and not in limitation of any other rights, remedies or damages  available
    to the Company at law or in equity, shall be entitled to preliminary  and
    permanent injunctive relief in order to  prevent or to restrain any  such
    breach  by  the  Employee,  or   by  the  Employee's  partners,   agents,
    representatives,  servants,  employers,  employees  and/or  any  and  all
    persons, directly or indirectly,  acting for or with  the Employee.   The
    provisions of  this  Section I  shall  survive the  termination  of  this
    Agreement.

 J.  Covenants Against Competition:

       1.  The Employee  acknowledges  that  the Employee's  services  to  be
           rendered hereunder are  of a special  and unusual character  which
           have a  unique  value  to  Company, the  loss  of  which  may  not
           adequately be compensated by damages in an action at law, and

       2.  It is acknowledged by both parties to this Agreement that Employee
           is engaged in  (i) the ownership  of health care  clinics (ii)  in
           providing  management  and   consulting  services  to   healthcare
           professionals throughout the  United States of  America and  (iii)
           and is the owner of a  discount health dental program, (iv)  owner
           of a pharmacy, which activities are  permitted to the extent  they
           do not interfere with Employee's duties hereunder.  Employee  will
           refrain from soliciting  or attempting  to solicit  to employ  any
           employees of the Company or any of its subsidiaries, or committing
           any act the primary purpose of which is to induce any employee  of
           the Company  to  leave  the  Company's  employ,  or  significantly
           interfere with, disrupt or attempt to disrupt any past, present or
           prospective relationship,  contractual or  otherwise, relating  to
           the Company's  business activities,  between the  Company and  its
           customers and suppliers.

       3. In view  of the foregoing and of the confidential information to be
          obtain by or  disclosed to the  Employee as  hereinabove set  forth
          (including, without  limitation, the  confidential referral  source
          lists  and  information  which  are  the  proprietary  property  of
          Company), and further as  a material inducement  to the Company  to
          enter into this Agreement and pay to the Employee the  compensation
          referred to in  this Agreement, the  Employee covenants and  agrees
          that, during the term of this Agreement and for a period of two (2)
          years after termination  of this Agreement  in accordance with  the
          provisions of Subsection G (2) including,  but not limited to,  the
          expiration of this Agreement without renewal, neither the  Employee
          nor any person or  entity, under the Employee's  own account or  as
          agent,  servant,   partner,   employee  or   shareholder   of   any
          corporation, invest in  (other than passive  'investments of 5%  or
          less in publicly traded entities), manage or control any individual
          or entity that  is engaged in  the trade or  business of  providing
          medical chiropractic or physical services, staffing or health  care
          personnel or diagnostic  health care services  in Dallas or  Dallas
          County, Texas. or within a ten (10) mile radius of any facility  at
          which the  Company or  any of  its subsidiaries  is then  providing
          services.   Such covenant  shall not  be  deems or  constructed  to
          prohibit the Employee from simply treating, patients (as opposed to
          being  involved  in  management,  ownership  or  consulting).  This
          section shall apply only to transactions and situations arising  or
          occurring after the date of this Agreement, and shall not apply  to
          passive investments in  entities publicly traded  over a  regulated
          securities exchange and does not apply to those entities listed  in
          Schedule A.

      4. The Employee  covenants  and  agrees that,  if  the  Employee  shall
         violate any of the Employee's  covenants or agreements provided  for
         pursuant to the foregoing subsections of this Section J, the Company
         shall be entitled  to an accounting  and repayment  of all  profits,
         compensation,  commissions,  remunerations  or  benefits  which  the
         Employee directly or indirectly has realized and/or may realize as a
         result of, growing out of or in connection with any such violation.

      5. The foregoing covenants  by the Employee  shall be  construed as  an
         agreement  independent  of  any  claim  or  right  of  the  Employee
         hereunder.  The existence or alleged existence of any claim or cause
         of action by the Employee against the Company, whether predicted  on
         this  employment  relationship  or  otherwise,  shall  in  no  event
         constitute a defense  against or waiver  of the  Company's right  to
         enforce the foregoing covenants.

 K. Reasonableness of Restrictions

      1. The Employee has  carefully read  and considered  the provisions  of
         Sections I  and  J hereof  and,  having  done so,  agrees  that  the
         restrictions and remedies set forth in such sections (including, but
         not limited to,  the time  period of  restriction, the  geographical
         area of restriction and the damages and injunctive relief provisions
         therein) are fair and reasonable and are reasonably required for the
         protection of the interests of the Company.

      2. In the  event  that,  notwithstanding  the  foregoing,  any  of  the
         provisions of  Section  I  or J  shall  be  held to  be  invalid  or
         unenforceable, the remaining  provisions thereof shall  nevertheless
         continue to  be  valid and  enforceable  as though  the  invalid  or
         unenforceable parts had  not been included  therein.   In the  event
         that any  provision of  Section J  hereof  relating to  time  period
         and/or area of restriction shall be declared by a court of competent
         jurisdiction to exceed the  maximum time period  or area such  court
         deems reasonable and  enforceable, said time  period and/or area  of
         restriction shall be deemed to become and thereafter be the  maximum
         time period  and/or  area  which such  court  deems  reasonable  and
         enforceable.

 L. Notices:   Any notice  or document  required or  desired to  be given  to
    either party herein  shall be in  writing and shall  be deemed given  (a)
    when sent registered mail, return receipt requested and postage  prepaid,
    addressed to the  party at  the address  indicated below  (or such  other
    address as that  party may hereafter  designate); or  (b) when  delivered
    personally to that party at said address:

    If to the Company:

      American HealthChoice, Inc.
      2221 Justin Road Suite119-154
      Flower Mound, Texas 75028

    If to the Employee:

      Dr. J. Wes Stucki
      575 Whispering Oaks
      Double Oak, Texas 75067

 M.  Arbitration:  Any  claim, controversy or  dispute with  respect to  this
     Agreement shall be promptly submitted to arbitration ("Arbitration") for
     determination.  The  Arbitration  shall  be  binding  upon  the  parties
     thereto, without a right by any party to a  trial de novo in a court  of
     competent jurisdiction, and shall be conducted under the auspices of the
     American Arbitration Association (herein  referred to as  "Association")
     with  venue  in  Dallas  County,  Texas,  and  in  accordance  with  its
     Commercial Arbitration Rules, however:

      1. The party seeking Arbitration shall give written notice of a  Demand
         to Arbitrate (herein referred to as "Demand") to the other party and
         to the Association; the  Demand shall include (a)  the issues to  be
         determined, (b)  a copy  of this  arbitration provision  and c)  the
         Association to designate three arbitrators;

      2. Within  ten  (10)  days after receipt of the Demand, the other party
         shall give  (a) written notice (herein referred to as "Response") to
         the  party that demanded arbitration  and  to the Association of any
         additional issues  to  be  arbitrated.  (b) its answer to the issues
         raised by the party that sent the Demand and c) its designation of a
         second arbitrator.

      3. If a Response designating a second arbitrator is not received within
         the aforesaid  ten day  time, the  Association shall  designate  the
         second arbitrator forthwith.

      4. The  two  arbitrators  as  designated  pursuant  to  the   foregoing
         provisions shall then designate a  third arbitrator within ten  (10)
         days after the  designation of the  second arbitrator.   If the  two
         arbitrators cannot agree on the designation of the third  arbitrator
         within the  ten  day time  period  allotted, the  Association  shall
         designate the third arbitrator forthwith.

      5. The arbitration  panel as  thus designated  shall proceed  with  the
         Arbitration  by  giving  written  notice  to  all  parties  of   its
         proceedings  and  hearings  in  accordance  with  the  Association's
         applicable  procedures.   The  Arbitration  shall  be  conducted  in
         accordance with the Commercial Arbitration Rules of the  Association
         except as modified by this Agreement.  The arbitrators shall  follow
         and apply the substantive  laws of the State  of Texas, and, at  all
         hearings where evidence is  taken, they shall  follow and apply  the
         rules of evidence as then in effect in the State of Texas.  The cost
         of the  Arbitration shall  be borne  and  paid equally  between  the
         parties thereto,  but that  cost, along  with  all other  costs  and
         expenses, including attorneys' fees, shall  be subject to award,  in
         whole or  in part  by the  arbitrators in  their discretion  to  the
         prevailing party on the various issues arbitrated.

      6. Upon written  demand  on  any  party  to  the  Arbitration  for  the
         production of  documents  reasonably  related to  the  issues  being
         arbitrated, the party upon which such demand is made shall forthwith
         produce,  or  make  available  for  inspection  and  copying,   such
         documents without the necessity of any action by the arbitrators.

      7. The arbitrators shall have the power to grant any and all relief and
         remedies, whether at law or in equity, that the courts in the  State
         of Texas may grant.  The decision of the arbitrators shall be  final
         and may be enforced by any  court having jurisdiction.  The  parties
         to this  Agreement  expressly consent  to  the jurisdiction  of  the
         Association in Dallas Texas.

 M.  Miscellaneous

      1. Further Assurances:  At any time, and from time to time, each  party
         will execute such additional instruments and take such action as may
         be reasonably requested by the other  party to carry out the  intent
         and purposes of this Agreement.

      2. Costs' and Expenses:  Each party hereto agrees to pay its own  costs
         and expenses incurred in negotiating this Agreement and consummating
         the transactions described herein.

      3. Time:  Time is of the essence.

      4. Entire Agreement:  This  Agreement constitutes the entire  agreement
         between the  parties  hereto  with respect  to  the  subject  matter
         hereof.   It  supersedes   all  prior   negotiations,  letters   and
         understandings relating to the subject matter hereof.

      5. Amendment:   This  Agreement may  not  be amended,  supplemented  or
         modified in whole  or in  part except  by an  instrument in  writing
         signed by the party or parties against whom enforcement of any  such
         amendment, supplement or modification is sought.

      6. Assignment:  This Agreement may not be assigned to any party  hereto
         without prior written consent of the other party.

      7. Choice  of  Law  Venue,  Jurisdiction:   This  Agreement   will   be
         interpreted, construed and enforced in  accordance with the laws  of
         the State of Texas.  Both parties agree that venue is Dallas County,
         Texas and both parties agree to  submit to jurisdiction in State  of
         Texas.

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

      9. Pronouns:  All pronouns and any  variations thereof shall be  deemed
         to refer to the masculine, feminine,  neuter, singular or plural  as
         the context may require.

     10. Number and Gender:  Words used in this Agreement, regardless of  the
         number and gender specifically used,  shall be deemed and  construed
         to include  any other  number, singular  or  plural, and  any  other
         gender, masculine, feminine or neuter,  as the context indicates  is
         appropriate.

     11. Construction:   The parties hereto  participated in the  preparation
         of this  Agreement; therefore,  this  Agreement shall  be  construed
         neither against  nor in  favor of  any of  the parties  hereto,  but
         rather in accordance with the fair meaning thereof.

     12. Effect of Waiver:  The failure of any party at any time or times  to
         require performance of any  provision of this  Agreement will in  no
         manner affect the  right to  enforce the same.   The  waiver by  any
         party of any breach of any  provision of this Agreement will not  be
         construed to be a waiver by any such party of any succeeding  breach
         of that provision or  a waiver by  such party of  any breach of  any
         other provision.

     13. Severability:   The  invalidity, illegality  or unenforceability  of
         any provision or provisions  of this Agreement  will not affect  any
         other provision of this Agreement, which  will remain in full  force
         and effect, nor will the invalidity, illegality or  unenforceability
         of a portion of any provision  of this Agreement affect the  balance
         of such  provision.   In the  event  that any  one  or more  of  the
         provisions contained in this Agreement or any portion thereof  shall
         for any reason be  held to be invalid,  illegal or unenforceable  in
         any  respect,  this  Agreement  shall  be  reformed,  construed  and
         enforced as if such invalid, illegal or unenforceable provision  had
         never been contained herein.

     14. Enforcement:  Should it become necessary for any party to  institute
         legal action to enforce the terms and conditions of this  Agreement,
         the successful party will be  awarded reasonable attorneys' fees  at
         all trial and appellate levels, expenses and costs.

     15. Binding Nature:  This Agreement will be binding upon and will  inure
         to the benefit of any successor successors of the parties hereto.

     16. No Third-Party Beneficiaries:  No person shall be deemed to  possess
         any third-party beneficiary right pursuant to this agreement.  It is
         the intent  of the  parties hereto  that no  direct benefit  to  any
         third-party  is  intended  or  implied  by  the  execution  of  this
         Agreement.

     17. Counterparts:   This  Agreement  maybe  executed   in  one  or  more
         counterparts, each of which  will be deemed an  original and all  of
         which together will constitute one and the same instrument.

 IN WITNESS WHEREOF, the  parties hereto have executed  this Agreement as  of
 the day and year first above written.

 EMPLOYEE:                               COMPANY:



 ___________________________________     __________________________________
 Dr. J. Wes Stucki                       James Roberts, Chairman of the
                                         Compensation Committee