EXHIBIT 4.9

                        4 3/4 % CONVERTIBLE DEBENTURE

 THIS SECURITY HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933,  AS
 AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND  IS
 BEING OFFERED  AND  SOLD PURSUANT  TO  AN EXEMPTION  FROM  THE  REGISTRATION
 REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS.  THIS SECURITY MAY NOT  BE
 SOLD OR TRANSFERRED EXCEPT PURSUANT  TO AN EFFECTIVE REGISTRATION  STATEMENT
 UNDER THE SECURITIES  ACT OR  PURSUANT TO  AN AVAILABLE  EXEMPTION FROM  THE
 REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS.

                         4 3/4 % CONVERTIBLE DEBENTURE

 Company: American HealthChoice, Inc.
 Company Address: 2221 Justin Road, Suite 119-154, Flower Mound, Texas 75028
 Closing Date: December 29, 2005
 Maturity Date: December 29, 2008
 Principal Amount: $30,000
 First Payment Due Date: January 15, 2006

      American HealthChoice, Inc., a New York corporation, and any  successor
 or resulting corporation by way of  merger, consolidation, sale or  exchange
 of all or substantially all of the assets or otherwise  (the "Company"), for
 value received,  hereby promises  to pay  to  the Holder  (as such  term  is
 hereinafter defined),  or such  other Person  (as such  term is  hereinafter
 defined) upon  order of  the Holder,  on the  Maturity Date,  the  Principal
 Amount (as such term  is hereinafter defined), as  such sum may be  adjusted
 pursuant to Article 3,  and to pay interest  thereon from the Closing  Date,
 monthly in arrears, on the 15th day of each month (each an "Interest Payment
 Due Date" and collectively, the "Interest Payment Due Dates"), commencing on
 the First Payment Due Date, at the rate of four and three-quarter percent (4
 3/4 %)  per  annum  (the  "Debenture  Interest  Rate"),  until the Principal
 Amount of this Debenture has  been paid  in full.   All  interest payable on
 the Principal Amount of this Debenture shall be calculated on the basis of a
 360-day year for the actual number of days elapsed.  Payment of interest  on
 this Debenture shall be in cash or, at  the option of the Holder, in  shares
 of Common Stock  of the  Company valued  at the  then applicable  Conversion
 Price (as defined  herein). This Debenture  may not be  prepaid without  the
 written consent of the Holder.


                                 DEFINITIONS

      Definitions.  The terms defined in  this Article whenever used in  this
 Debenture have the following respective meanings:

           "Affiliate" has the meaning  ascribed to such  term in Rule  12b-2
 under the Securities Exchange Act of 1934, as amended.

           "Bankruptcy Code" means the United States Bankruptcy Code of 1986,
 as amended (11 U.S.C. SS 101 et. seq.).

           "Business Day" means a day other than Saturday, Sunday or any  day
 on which  banks  located  in  the State  of  California  are  authorized  or
 obligated to close.

           "Capital Shares" means the  Common Stock and  any other shares  of
 any other  class  or series  of  capital  stock, whether  now  or  hereafter
 authorized and however designated,  which have the  right to participate  in
 the distribution of  earnings and assets  (upon dissolution, liquidation  or
 winding-up) of the Company.

           "Common Shares" or  "Common Stock" means  shares of the  Company's
 Common Stock.

           "Common Stock Issued at Conversion",  when used with reference  to
 the securities  deliverable upon  conversion of  this Debenture,  means  all
 Common Shares now or hereafter Outstanding and securities of any other class
 or series into  which this Debenture  hereafter shall have  been changed  or
 substituted, whether now or hereafter created and however designated.

           "Conversion" or "conversion" means the repayment by the Company of
 the Principal Amount of this Debenture (and, to the extent the Holder elects
 as permitted by  Section 3.1, accrued  and unpaid interest  thereon) by  the
 delivery of  Common  Stock  on  the  terms  provided  in  Section  3.2,  and
 "convert,"  "converted,"  "convertible"   and  like  words   shall  have   a
 corresponding meaning.

           "Conversion Date" means any day on which all or any portion of the
 Principal Amount  of this  Debenture is  converted  in accordance  with  the
 provisions hereof.

           "Conversion  Notice"  means   a  written   notice  of   conversion
 substantially in the form annexed hereto as Exhibit A.

           "Conversion  Price"  on  any  date  of  determination  means   the
 applicable price for the conversion of this Debenture into Common Shares  on
 such day as set forth in Section 3.1(a).

           "Current Market  Price" on  any date  of determination  means  the
 closing price of a Common Share on such day as reported on the NASDAQ  OTCBB
 Exchange; provided  that, if  such security  is not  listed or  admitted  to
 trading on the NASDAQ OTCBB, as reported on the principal national  security
 exchange or quotation system on which  such security is quoted or listed  or
 admitted to trading, or, if not quoted  or listed or admitted to trading  on
 any national securities exchange or quotation system, the closing bid  price
 of such security on  the over-the-counter market on  the day in question  as
 reported by Bloomberg LP or a similar generally accepted reporting  service,
 as the case may be.

           "Deadline" means the date  that is the 90th  day from the  Closing
 Date.

           "Debenture" or "Debentures"  means this  Convertible Debenture  of
 the Company or  such other  convertible debenture(s)  exchanged therefor  as
 provided in Section 2.1.

           "Discount Multiplier" has the meaning set forth in Section 3.1(a).

           "Event of Default" has the meaning set forth in Section 6.1.

           "Holder" means Golden Gate Investors, Inc., any successor thereto,
 or any  Person  to  whom  this  Debenture  is  subsequently  transferred  in
 accordance with the provisions hereof.

           "Interest Payment  Due Date"  has the  meaning  set forth  in  the
 opening paragraph of this Debenture.

           "Market Disruption  Event"  means  any event  that  results  in  a
 material suspension or limitation of trading of the Common Shares.

           "Market Price"  per Common  Share means  the lowest  price of  the
 Common Shares  during any  Trading  Day as  reported  on the  NASDAQ  OTCBB;
 provided that, if such security is not listed or admitted to trading on  the
 NASDAQ OTCBB, as  reported on the  principal national  security exchange  or
 quotation system on which such security  is quoted or listed or admitted  to
 trading, or, if not quoted or listed or admitted to trading on any  national
 securities exchange  or quotation  system, the  lowest price  of the  Common
 Shares during any Trading Day on the over-the-counter market as reported  by
 Bloomberg LP or a similar generally accepted reporting service, as the  case
 may be.

           "Maximum Rate" has the meaning set forth in Section 6.4.

           "Outstanding" when used with reference to Common Shares or Capital
 Shares (collectively, "Shares")  means, on  any date  of determination,  all
 issued and  outstanding Shares,  and includes  all such  Shares issuable  in
 respect of  outstanding scrip  or any  certificates representing  fractional
 interests in such Shares; provided, however,  that any such Shares  directly
 or indirectly owned  or held by  or for the  account of the  Company or  any
 Subsidiary of the  Company shall not  be deemed  "Outstanding" for  purposes
 hereof.

           "Person" means  an individual,  a corporation,  a partnership,  an
 association,  a  limited  liability  company,  an  unincorporated   business
 organization, a trust or other entity or organization, and any government or
 political subdivision or any agency or instrumentality thereof.

          "Principal  Amount"  means,  for  any  date  of  calculation,   the
 principal sum set forth in the  first paragraph of this Debenture (but  only
 such principal  amount as  to which  the Holder  has (a)  actually  advanced
 pursuant to  the  Securities Purchase  Agreement,  and (b)  not  theretofore
 furnished a Conversion Notice in compliance with Section 3.2).

           "Registration Rights  Agreement" means  that certain  Registration
 Rights Agreement  of even  date  herewith by  and  between the  Company  and
 Holder, as the same may be amended from time to time.

          "SEC" means the United States Securities and Exchange Commission.

           "Securities Act" means the Securities Act of 1933, as amended, and
 the rules and regulations  of the SEC  thereunder, all as  in effect at  the
 time.

           "Securities Purchase  Agreement"  means  that  certain  Securities
 Purchase Agreement  of even  date  herewith by  and  among the  Company  and
 Holder, as the same may be amended from time to time.

           "Subsidiary"  means  any  entity  of  which  securities  or  other
 ownership interests having ordinary voting power to elect a majority of  the
 board of directors or other persons  performing similar functions are  owned
 directly or indirectly by the Company.

          "Trading Day"  means any day  on which (i)  purchases and sales  of
 securities on the principal national  security exchange or quotation  system
 on which  the Common  Shares are  traded are  reported thereon,  or, if  not
 quoted or listed or admitted to trading on any national securities  exchange
 or quotation system,  as reported  by Bloomberg  LP or  a similar  generally
 accepted reporting service, as the  case may be, (ii)  at least one bid  for
 the trading of  Common Shares  is reported  and (iii)  no Market  Disruption
 Event occurs.

           "Volume Weighted Average Price"    per  Common  Share  means   the
 volume weighted average price of the Common Shares during any Trading Day as
 reported on the NASDAQ OTCBB; provided that, if such security is not  listed
 or admitted to  trading on the  NASDAQ OTCBB, as  reported on the  principal
 national security exchange  or quotation system  on which  such security  is
 quoted or listed  or admitted to  trading, or, if  not quoted  or listed  or
 admitted to trading on any national securities exchange or quotation system,
 the volume weighted average  price of the Common  Shares during any  Trading
 Day on the over-the-counter market as reported by Bloomberg LP or a  similar
 generally accepted reporting service, as the case may be.

           All references  to "cash"  or "$"  herein  means currency  of  the
 United States of America.


                      EXCHANGES, TRANSFER AND REPAYMENT

      Registration of Transfer of Debentures. This Debenture, when  presented
 for registration of transfer, shall (if so required by the Company) be  duly
 endorsed, or be  accompanied by  a written  instrument of  transfer in  form
 reasonably satisfactory to  the Company duly  executed, by  the Holder  duly
 authorized in writing.

      Loss, Theft,  Destruction  of  Debenture.   Upon  receipt  of  evidence
 satisfactory to the Company of the loss, theft, destruction or mutilation of
 this Debenture and, in the case of any such loss, theft or destruction, upon
 receipt of indemnity or security reasonably satisfactory to the Company, or,
 in the case of any such mutilation, upon surrender and cancellation of  this
 Debenture, the Company shall make, issue and deliver, in lieu of such  lost,
 stolen, destroyed or mutilated Debenture, a new Debenture of like tenor  and
 unpaid Principal Amount  dated as  of the  date hereof  (which shall  accrue
 interest from the most recent Interest Payment Due Date on which an interest
 payment was made in full).  This Debenture shall be held and owned upon  the
 express condition that the provisions of this Section 2.2 are exclusive with
 respect to  the  replacement  of a  mutilated,  destroyed,  lost  or  stolen
 Debenture  and  shall  preclude  any  and  all  other  rights  and  remedies
 notwithstanding any  law or  statute existing  or hereafter  enacted to  the
 contrary with respect to the replacement of negotiable instruments or  other
 securities without the surrender thereof.

      Who Deemed Absolute Owner.   The Company may  deem the Person in  whose
 name this  Debenture shall  be registered  upon the  registry books  of  the
 Company to be, and  may treat it  as, the absolute  owner of this  Debenture
 (whether or  not  this  Debenture  shall be  overdue)  for  the  purpose  of
 receiving payment  of  or  on  account  of  the  Principal  Amount  of  this
 Debenture, for the conversion of this Debenture and for all other  purposes,
 and the Company shall not be  affected by any notice  to the contrary.   All
 such payments and such conversions shall  be valid and effectual to  satisfy
 and discharge the liability upon this Debenture to the extent of the sum  or
 sums so paid or the conversion or conversions so made.

      Repayment at Maturity.  At the  Maturity Date, the Company shall  repay
 the outstanding  Principal  Amount  of this  Debenture  in  whole  in  cash,
 together with  all accrued  and unpaid  interest thereon,  in cash,  to  the
 Maturity Date.


 CONVERSION OF DEBENTURE

      Conversion; Conversion Price; Valuation Event.

      (a) At  the option  of the  Holder, this  Debenture may  be  converted,
 either in whole  or in part,  up to the  full Principal  Amount hereof  into
 Common Shares (calculated as to each such conversion to the nearest  1/100th
 of a share), at any time and from time to time on any Business Day,  subject
 to compliance with Section 3.2. The number of Common Shares into which  this
 Debenture may be converted  is equal to the  dollar amount of the  Debenture
 being converted multiplied by 110, minus the product of the Conversion Price
 multiplied by 100 times the dollar amount of the Debenture being  converted,
 and the entire foregoing result shall be divided by the Conversion Price. In
 addition, the Company  shall pay to  the Holder on  the Conversion Date,  in
 cash, any accrued and unpaid interest  on the Debenture being converted  not
 included at  the option  of the  Holder  in clause  (i) of  the  immediately
 preceding sentence.  The "Conversion Price" shall be equal to the lesser  of
 (i) $0.25 while  the Debenture Principal  Amount is  greater than  $200,000,
 $0.40 while the Debenture Principal Amount is between $100,000 and $200,000,
 and $0.75 while  the Debenture Principal  Amount is less  than $100,000,  or
 (ii) 85%  of the  average of  the 5  lowest Volume  Weighted Average  Prices
 during the 20 Trading Days prior  to Holder's election to convert, or  (iii)
 85% of  the  Volume Weighted  Average  Price on  the  Trading Day  prior  to
 Holder's election  to  convert  (the percentage  figure  being  a  "Discount
 Multiplier"); provided, that in the event the Registration Statement has not
 been declared  effective by  the SEC  by the  Deadline then  the  applicable
 Discount Multiplier shall decrease by three percentage points for each month
 or  partial  month  occurring  after  the  Deadline  that  the  Registration
 Statement is not effective or, if the Registration Statement has theretofore
 been declared effective but is not thereafter effective, then the applicable
 Discount Multiplier shall decrease by three percentage points for each  week
 or partial week occurring after the Deadline that the Registration Statement
 is not effective. In addition, if the Registration Statement has theretofore
 been declared  effective but  is not  thereafter effective,  Holder, at  its
 option, shall  be entitled  to the  Conversion Price  on the  date that  the
 Registration Statement is no longer effective, for a period beginning on the
 date that the  Registration Statement is  declared effective and  continuing
 for the number of days that a Registration Statement was not effective.

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

 If the Holder elects to convert a portion  of the Debenture and, on the  day
 that the  election is  made,  the Volume  Weighted  Average Price  is  below
 $0.075, the  Company shall  have the  right to  prepay that  portion of  the
 Debenture that  Holder  elected to  convert,  plus any  accrued  and  unpaid
 interest, at 120% of such  amount. In the event  that the Company elects  to
 prepay that  portion  of the  Debenture,  Holder  shall have  the  right  to
 withdraw its Conversion Notice. If, at anytime during the month, the  Volume
 Weighted Average Price  is below $0.075,  Holder shall not  be obligated  to
 convert any portion of the Debenture during that month.

           (b)  Notwithstanding the provisions of Section 3.1(a), in the
 event the Company's Registration Statement has not been declared effective
 by the Deadline or, if the Registration Statement has theretofore been
 declared effective but is not thereafter effective, the following will also
 apply in addition to any damages incurred by the Holder as a result thereof:

                (i)  The Holder may demand repayment of one hundred and
 twenty percent (120%) of the Principal Amount of the Debenture, together
 with all accrued and unpaid interest thereon, in cash, at any time prior to
 the Company's Registration Statement being declared effective by the SEC or
 during the period that the Company's Registration Statement is not
 effective, such repayment to be made within three (3) business days of such
 demand.  In the event that the Debenture is so accelerated, in addition to
 the repayment of one hundred and twenty percent (120%) of the Principal
 Amount together with accrued interest as aforesaid, the Company shall
 immediately issue and pay, as the case may be, to the Holder 50,000 Shares
 of Common Stock and $15,000 for each thirty (30) day period, or portion
 thereof, during which the Principal Amount, including interest thereon,
 remains unpaid, with the monthly payment amount to increase to $20,000 for
 each thirty (30) day period, or portion thereof, after the first ninety (90)
 day period;

                (ii) If the Holder does not elect to accelerate the
 Debenture, the Company shall immediately issue or pay, as the case may be,
 to Holder 50,000 Shares of Common Stock and $15,000 for each thirty (30) day
 period, or portion thereof, that the Registration Statement is not
 effective, with the monthly payment amount to increase to $20,000 for each
 thirty (30) day period, or portion thereof, after the first ninety (90) day
 period.

                (iii)     If   the   SEC   indicates   that   the   Company's
 Registration Statement  will  be  declared effective  upon  request  by  the
 Company, and  the  Company does  not,  within 3  business  days of  the  SEC
 indication, request that  the Registration Statement  become effective,  the
 amounts set forth in subsections (ii) and (iii) above shall double.

      Exercise of Conversion Privilege.  (a) Conversion of this Debenture may
 be exercised on any  Business Day by the  Holder by telecopying an  executed
 and completed  Conversion Notice  to the  Company.   Each  date on  which  a
 Conversion Notice  is  telecopied to  the  Company in  accordance  with  the
 provisions of this  Section 3.2  shall constitute  a Conversion  Date.   The
 Company shall convert this  Debenture and issue the  Common Stock Issued  at
 Conversion in the manner provided below in this Section 3.2, and all  voting
 and other  rights associated  with the  beneficial ownership  of the  Common
 Stock Issued at Conversion shall vest  with the Holder, effective as of  the
 Conversion Date  at  the time  specified  in  the Conversion  Notice.    The
 Conversion Notice also shall state the name or names (with addresses) of the
 persons who  are  to  become the  holders  of  the Common  Stock  Issued  at
 Conversion in connection  with such conversion.  As promptly as  practicable
 after the receipt of  the Conversion Notice as  aforesaid, but in any  event
 not more than  two (2)  Business Days after  the Company's  receipt of  such
 Conversion Notice, the Company  shall (i) issue the  Common Stock Issued  at
 Conversion in accordance  with the  provisions of  this Article  3 and  (ii)
 cause to be mailed for delivery  by overnight courier, or if a  Registration
 Statement covering the Common Stock has  been declared effective by the  SEC
 cause to  be electronically  transferred, to  Holder  (x) a  certificate  or
 certificate(s) representing the number of Common Shares to which the  Holder
 is entitled by virtue of such  conversion, (y) cash, as provided in  Section
 3.3, in respect  of any  fraction of a  Common Share  deliverable upon  such
 conversion  and  (z)  cash  or  shares  of  Common  Stock,  as   applicable,
 representing the amount of accrued and unpaid interest on this Debenture  as
 of the  Conversion Date.   Such  conversion  shall be  deemed to  have  been
 effected at the time at which  the Conversion Notice indicates, and at  such
 time the rights of the Holder of this  Debenture, as such (except if and  to
 the extent that  any Principal  Amount thereof  remains unconverted),  shall
 cease and the Person  and Persons in  whose name or  names the Common  Stock
 Issued at Conversion shall  be issuable shall be  deemed to have become  the
 holder or holders of  record of the Common  Shares represented thereby,  and
 all voting and other rights associated with the beneficial ownership of such
 Common Shares shall  at such time  vest with such  Person or  Persons.   The
 Conversion Notice shall  constitute a contract  between the  Holder and  the
 Company, whereby the Holder shall be  deemed to subscribe for the number  of
 Common Shares which it will be entitled to receive upon such conversion and,
 in  payment  and  satisfaction  of  such  subscription  (and  for  any  cash
 adjustment to which it  is entitled pursuant to  Section 3.4), to  surrender
 this Debenture and to release the Company from all liability thereon (except
 if and to the extent that any Principal Amount thereof remains unconverted).
 No cash payment aggregating  less than $1.00 shall  be required to be  given
 unless specifically requested by the Holder.

           If, at any time after the date of this Debenture, (i) the  Company
 challenges, disputes or denies the right of the Holder hereof to effect  the
 conversion of this Debenture  into Common Shares  or otherwise dishonors  or
 rejects any Conversion Notice delivered in accordance with this Section  3.2
 or (ii) any third party who  is not and has never  been an Affiliate of  the
 Holder commences any lawsuit  or legal proceeding  or otherwise asserts  any
 claim before any court  or public or governmental  authority which seeks  to
 challenge, deny, enjoin, limit,  modify, delay or dispute  the right of  the
 Holder hereof to effect the conversion of this Debenture into Common Shares,
 then the Holder  shall have the  right, but not  the obligation, by  written
 notice to  the Company,  to  require the  Company  to promptly  redeem  this
 Debenture for cash at one hundred and twenty (120%) of the Principal  Amount
 thereof, together with all accrued and  unpaid interest thereon to the  date
 of redemption.  Under any of the circumstances set forth above, the  Company
 shall be  responsible for  the payment  of  all costs  and expenses  of  the
 Holder, including reasonable legal fees and  expenses, as and when  incurred
 in defending itself in any such action or pursuing its rights hereunder  (in
 addition to any other rights of the Holder).

           The Holder shall be entitled to exercise its conversion  privilege
 notwithstanding the commencement of any case under 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 Holder's conversion  privilege.
 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
 this Debenture.  The Company agrees, without cost or expense to the  Holder,
 to take or  consent to  any and all  action necessary  to effectuate  relief
 under 11 U.S.C. S 362.

      Fractional Shares.  No fractional  Common Shares or scrip  representing
 fractional  Common  Shares  shall  be  delivered  upon  conversion  of  this
 Debenture.  Instead of any fractional Common Shares which otherwise would be
 delivered upon conversion of  this Debenture, the Company  shall pay a  cash
 adjustment in  respect of  such fraction  in  an amount  equal to  the  same
 fraction multiplied by the Current Market Price on the Conversion Date.   No
 cash payment  of  less than  $1.00  shall be  required  to be  given  unless
 specifically requested by the Holder.

      Adjustments.  The Conversion Price and the number of shares deliverable
 upon conversion of  this Debenture are  subject to adjustment  from time  to
 time as follows:

           Reclassification, Etc.  In case  the Company shall reorganize  its
 capital, reclassify its  capital stock, consolidate  or merge  with or  into
 another Person (where the Company  is not the survivor  or where there is  a
 change in or distribution with respect to the Common Stock of the  Company),
 sell, convey, transfer or otherwise dispose of all or substantially all  its
 property, assets or business to another Person, or effectuate a  transaction
 or series of related transactions in which more than fifty percent (50%)  of
 the voting  power  of the  Company  is  disposed of  (each,  a  "Fundamental
 Corporate Change") and, pursuant to the terms of such Fundamental  Corporate
 Change, shares of common stock of the successor or acquiring corporation, or
 any cash, shares  of stock  or other securities  or property  of any  nature
 whatsoever (including warrants or other subscription or purchase rights)  in
 addition to  or  in lieu  of  common stock  of  the successor  or  acquiring
 corporation ("Other Property") are to be  received by or distributed to  the
 holders of Common Stock  of the Company, then  the Holder of this  Debenture
 shall have the  right thereafter,  at its sole  option, to  (x) require  the
 Company to prepay this Debenture for cash at one hundred and twenty  percent
 (120%) of the Principal Amount thereof, together with all accrued and unpaid
 interest thereon to the date of prepayment, (y) receive the number of shares
 of common stock of the successor or acquiring corporation or of the Company,
 if it is the surviving corporation, and Other Property as is receivable upon
 or as a  result of  such Fundamental  Corporate Change  by a  holder of  the
 number of shares of Common Stock into which the outstanding portion of  this
 Debenture may be  converted at the  Conversion Price applicable  immediately
 prior to such Fundamental  Corporate Change or  (z) require the Company,  or
 such successor, resulting or purchasing corporation, as the case may be, to,
 without benefit  of  any  additional  consideration  therefor,  execute  and
 deliver to  the  Holder  a  debenture  with  substantial  identical  rights,
 privileges, powers, restrictions  and other terms  as this  Debenture in  an
 amount equal  to the  amount outstanding  under this  Debenture  immediately
 prior to such Fundamental  Corporate Change.   For purposes hereof,  "common
 stock of the successor or acquiring corporation" shall include stock of such
 corporation of any class  which is not preferred  as to dividends or  assets
 over any other class of stock of  such corporation and which is not  subject
 to prepayment and shall also include  any evidences of indebtedness,  shares
 of stock or other securities which are convertible into or exchangeable  for
 any such stock, either immediately or  upon the arrival of a specified  date
 or the happening of a  specified event and any  warrants or other rights  to
 subscribe for or purchase  any such stock.   The foregoing provisions  shall
 similarly apply to successive Fundamental Corporate Changes.

      Certain Conversion Limits.

      Notwithstanding anything herein to the contrary,  if and to the  extent
 that, on any date, the holding by the Holder of this Debenture would  result
 in the Holder's being deemed the beneficial owner of more than 9.99% of  the
 then Outstanding shares of Common Stock, then the Holder shall not have  the
 right, and the Company shall not have the obligation, to convert any portion
 of this Debenture  as shall cause  such Holder to  be deemed the  beneficial
 owner of more than 9.99% of the then Outstanding shares of Common Stock.  If
 any court  of  competent jurisdiction  shall  determine that  the  foregoing
 limitation is  ineffective  to  prevent  a  Holder  from  being  deemed  the
 beneficial owner of more than 9.99% of the then Outstanding shares of Common
 Stock, then the Company shall prepay such portion of this Debenture as shall
 cause such Holder not to be deemed  the beneficial owner of more than  9.99%
 of the then Outstanding shares of Common Stock.  Upon such determination  by
 a court of competent jurisdiction, the  Holder shall have no interest in  or
 rights under such portion of the Debenture.  Any and all interest paid on or
 prior to the date of such determination shall be deemed interest paid on the
 remaining portion of  this Debenture held  by the Holder.   Such  prepayment
 shall be for  cash at a  prepayment price of  the Principal Amount  thereof,
 together with  all  accrued and  unpaid  interest  thereon to  the  date  of
 prepayment.

      Surrender  of  Debentures.   Upon  any  redemption  of  this  Debenture
 pursuant to Sections 3.2, 3.5 or  6.2, or upon maturity pursuant to  Section
 2.4, the Holder shall either deliver  this Debenture by hand to the  Company
 at its principal executive offices or  surrender the same to the Company  at
 such address by  nationally recognized overnight  courier.   Payment of  the
 redemption price or  the amount due  on maturity specified  in Section  2.4,
 shall be made by the Company to the Holder against receipt of this Debenture
 (as provided in this Section 3.5) by wire transfer of immediately  available
 funds to such account(s)  as the Holder shall  specify by written notice  to
 the Company.  If payment of such redemption price is not made in full by the
 redemption date, or the amount due  on maturity is not  paid in full by  the
 Maturity Date,  the  Holder shall  again  have  the right  to  convert  this
 Debenture as provided in Article 3 hereof or to declare an Event of Default.


                       STATUS; RESTRICTIONS ON TRANSFER

      Status of Debenture.   This Debenture  constitutes a  legal, valid  and
 binding obligation of the Company, enforceable in accordance with its  terms
 subject, as  to  enforceability, to  general  principles of  equity  and  to
 principles of bankruptcy, insolvency, reorganization and other similar  laws
 of general  applicability relating  to or  affecting creditors'  rights  and
 remedies generally.

      Restrictions on  Transfer.    This Debenture,  and  any  Common  Shares
 deliverable upon the conversion hereof, have  not been registered under  the
 Securities Act.   The Holder by  accepting this Debenture  agrees that  this
 Debenture and the shares of Common Stock  to be acquired as interest on  and
 upon  conversion  of  this  Debenture  may  not  be  assigned  or  otherwise
 transferred unless and  until (i) the  Company has received  the opinion  of
 counsel for  the Holder  that this  Debenture  or such  shares may  be  sold
 pursuant to an exemption from registration under the Securities Act or  (ii)
 a registration statement relating to this Debenture or such shares has  been
 filed by the Company and declared effective by the SEC.

      Each certificate for shares of Common Stock deliverable hereunder shall
 bear a legend  as follows unless  and until such  securities have been  sold
 pursuant to an effective registration statement under the Securities Act:

           "The securities represented by this certificate have not
           been registered  under the  Securities Act  of 1933,  as
           amended (the "Securities Act").  The securities may  not
           be offered  for  sale,  sold  or  otherwise  transferred
           except  (i)  pursuant   to  an  effective   registration
           statement under the Securities  Act or (ii) pursuant  to
           an exemption from registration under the Securities  Act
           in respect of which the  issuer of this certificate  has
           received an  opinion  of  counsel  satisfactory  to  the
           issuer of this  certificate to such  effect.  Copies  of
           the  agreement  covering  both   the  purchase  of   the
           securities and  restrictions on  their transfer  may  be
           obtained at  no  cost by  written  request made  by  the
           holder of record of this certificate to the Secretary of
           the  issuer  of  this   certificate  at  the   principal
           executive offices of the issuer of this certificate."


                                  COVENANTS

      Conversion.  The Company shall cause the transfer agent, not later than
 two (2) Business Days after the Company's receipt of a Conversion Notice, to
 issue and deliver to the Holder the requisite shares of Common Stock  Issued
 at  Conversion.  Such  delivery  shall  be  by  electronic  transfer  if   a
 Registration Statement covering the Common Stock has been declared effective
 by the SEC.

      Notice of Default.  If any one or more events occur which constitute or
 which, with notice,  lapse of time,  or both, would  constitute an Event  of
 Default, the Company shall forthwith give  notice to the Holder,  specifying
 the nature and status of the Event of Default or such other event(s), as the
 case may be.

      Payment  of  Obligations.    So  long   as  this  Debenture  shall   be
 outstanding, the  Company  shall pay,  extend,  or discharge  at  or  before
 maturity,  all  its   respective  material   obligations  and   liabilities,
 including, without limitation, tax liabilities, except where the same may be
 contested in good faith by appropriate proceedings.

      Compliance with Laws.  So long as this Debenture shall be  outstanding,
 the Company  shall  comply  with all  applicable  laws,  ordinances,  rules,
 regulations and requirements  of governmental authorities,  except for  such
 noncompliance which  would  not  have  a  material  adverse  effect  on  the
 business, properties,  prospects,  condition  (financial  or  otherwise)  or
 results of operations of the Company and the Subsidiaries.

      Inspection of Property, Books and Records.   So long as this  Debenture
 shall be outstanding,  the Company  shall keep  proper books  of record  and
 account in  which  full, true  and  correct entries  shall  be made  of  all
 material  dealings  and  transactions  in  relation  to  its  business   and
 activities and shall permit  representatives of the  Holder at the  Holder's
 expense to visit and  inspect any of its  respective properties, to  examine
 and make  abstracts  from any  of  its  respective books  and  records,  not
 reasonably deemed confidential by the Company, and to discuss its respective
 affairs, finances and accounts with its respective officers and  independent
 public accountants,  all  at such  reasonable  times  and as  often  as  may
 reasonably be desired.

      SECTION 5.6 Right of First Refusal on Other Financing. In   the   event
 that the Company obtains a commitment for any other financing (either  debt,
 equity, or a combination thereof) which is to close during the term of  this
 Debenture, Holder shall be entitled to a right of first refusal to enable it
 to match the  terms of  the other financing.  The Company  shall deliver  to
 Holder, at  least  10  days prior  to  the  proposed closing  date  of  such
 transaction, written notice describing  the proposed transaction,  including
 the terms and conditions thereof, and providing Holder an option during  the
 10 day period  following delivery of  such notice to  provide the  financing
 being offered in such transaction on the same terms as contemplated by  such
 transaction.


                         EVENTS OF DEFAULT; REMEDIES

      Events of Default.  "Event of  Default" wherever used herein means  any
 one of the following events:

           the Company  shall  default in  the  payment of  principal  of  or
 interest on this Debenture  as and when  the same shall  be due and  payable
 and, in the case of an interest payment default, such default shall continue
 for five (5) Business Days after the date such interest payment was due,  or
 the Company shall fail to perform or observe any other covenant,  agreement,
 term,  provision,  undertaking  or  commitment  under  this  Debenture,  the
 Warrants (as defined in the  Securities Purchase Agreement), the  Securities
 Purchase Agreement or  the Registration  Rights Agreement  and such  default
 shall continue for a period of ten (10) Business Days after the delivery  to
 the Company of written  notice that the Company  is in default hereunder  or
 thereunder;

           any of  the  representations or  warranties  made by  the  Company
 herein, in  the  Securities  Purchase  Agreement,  the  Registration  Rights
 Agreement or in  any certificate or  financial or  other written  statements
 heretofore or  hereafter  furnished  by  or on  behalf  of  the  Company  in
 connection with the execution and delivery of this Debenture, the  Warrants,
 the Securities Purchase Agreement or the Registration Rights Agreement shall
 be false or misleading in a material respect on the Closing Date;

           under the  laws  of  any jurisdiction  not  otherwise  covered  by
 clauses (iv)  and (v)  below,  the Company  or  any Subsidiary  (A)  becomes
 insolvent or generally not  able to pay  its debts as  they become due,  (B)
 admits in  writing its  inability to  pay  its debts  generally or  makes  a
 general assignment  for the  benefit of  creditors,  (C) institutes  or  has
 instituted against it any proceeding seeking (x) to adjudicate it a bankrupt
 or insolvent,  (y)  liquidation,  winding-up,  reorganization,  arrangement,
 adjustment, protection, relief or composition of  it or its debts under  any
 law relating to bankruptcy, insolvency, reorganization or relief of  debtors
 including  any  plan  of  compromise  or  arrangement  or  other   corporate
 proceeding involving or affecting its creditors or (z) the entry of an order
 for relief or the appointment of a receiver, trustee or other similar person
 for it or for any substantial part of its properties and assets, and in  the
 case of  any  such  official  proceeding  instituted  against  it  (but  not
 instituted by it), either the proceeding remains undismissed or unstayed for
 a period of sixty (60) calendar days, or  any of the actions sought in  such
 proceeding (including the  entry of an  order for relief  against it or  the
 appointment of a receiver, trustee, custodian or other similar official  for
 it or for any substantial part of  its properties and assets) occurs or  (D)
 takes any corporate action to authorize any of the above actions;

           the entry of a decree or  order by a court having jurisdiction  in
 the  premises  adjudging  the  Company  or  any  Subsidiary  a  bankrupt  or
 insolvent, or approving as properly filed a petition seeking reorganization,
 arrangement, adjustment or composition of or in respect of the Company under
 the Bankruptcy  Code  or any  other  applicable  Federal or  state  law,  or
 appointing a  receiver, liquidator,  assignee, trustee  or sequestrator  (or
 other similar official)  of the Company  or of any  substantial part of  its
 property, or ordering the winding-up or liquidation of its affairs, and  any
 such decree or order continues and is unstayed and in effect for a period of
 sixty (60) calendar days;

           the institution by the Company or any Subsidiary of proceedings to
 be adjudicated  a  bankrupt  or insolvent,  or  the  consent by  it  to  the
 institution of  bankruptcy  or insolvency  proceedings  against it,  or  the
 filing by it of  a petition or answer  or consent seeking reorganization  or
 relief under the Bankruptcy  Code or any other  applicable federal or  state
 law, or the  consent by it  to the  filing of any  such petition  or to  the
 appointment of a receiver, liquidator, assignee, trustee or sequestrator (or
 other similar official)  of the Company  or of any  substantial part of  its
 property, or the making by it of an assignment for the benefit of creditors,
 or the  admission  by it  in  writing of  its  inability to  pay  its  debts
 generally as and when they become due, or the taking of corporate action  by
 the Company in furtherance of any such action;

           a final judgment or final judgments for the payment of money shall
 have been entered by any court  or courts of competent jurisdiction  against
 the Company and remains  undischarged for a  period (during which  execution
 shall be  effectively  stayed)  of  thirty  (30)  days,  provided  that  the
 aggregate amount  of all  such judgments  at any  time outstanding  (to  the
 extent not paid or to  be paid, as evidenced  by a written communication  to
 that effect from the applicable insurer,  by insurance) exceeds One  Hundred
 Thousand Dollars ($100,000);

           it becomes unlawful for the Company to perform or comply with  its
 obligations under  this Debenture,  the Conversion  Warrant, the  Securities
 Purchase Agreement or the Registration Rights Agreement in any respect;

           the Common Shares  shall be delisted  from the  NASDAQ OTCBB  (the
 "Trading Market" or, to the extent the Company becomes eligible to list  its
 Common Stock on any  other national security  exchange or quotation  system,
 upon official notice of listing on any such exchange or system, as the  case
 may be, it shall be the "Trading  Market") or suspended from trading on  the
 Trading Market, and  shall not be  reinstated, relisted  or such  suspension
 lifted, as the case may be, within five (5) days or;

           the Company shall default (giving  effect to any applicable  grace
 period) in the payment of principal or  interest as and when the same  shall
 become due  and payable,  under any  indebtedness,  individually or  in  the
 aggregate, of more than One Hundred Thousand Dollars ($100,000);

      Acceleration of Maturity;  Rescission and Annulment.   If  an Event  of
 Default occurs and  is continuing, then  and in every  such case the  Holder
 may, by  a  notice  in  writing to  the  Company,  rescind  any  outstanding
 Conversion  Notice  and  declare  that   all  amounts  owing  or   otherwise
 outstanding under this Debenture  are immediately due  and payable and  upon
 any such declaration this Debenture shall become immediately due and payable
 in cash at a price of one hundred and twenty percent (120%) of the Principal
 Amount thereof, together with all accrued and unpaid interest thereon to the
 date of payment;  provided, however,  in the case  of any  Event of  Default
 described in clauses (iii), (iv), (v)  or (vii) of Section 6.1, such  amount
 automatically shall become immediately due and payable without the necessity
 of any notice or declaration as aforesaid.

      Late Payment Penalty.  If any  portion of the principal of or  interest
 on this Debenture shall not be paid within ten (10) days of when it is  due,
 the Discount Multiplier under this Debenture, and under all warrants granted
 by the Company to  the Holder, shall decrease  by one percentage point  (1%)
 for all conversions of this Debenture and warrant exercises thereafter.

      Maximum Interest Rate.   Notwithstanding   anything   herein   to   the
 contrary, if at any time the applicable interest rate as provided for herein
 shall exceed the maximum lawful rate  which may be contracted for,  charged,
 taken or received by the Holder  in accordance with any applicable law  (the
 "Maximum Rate"), the rate of interest applicable to this Debenture shall  be
 limited  to  the  Maximum  Rate.  To  the greatest  extent  permitted  under
 applicable law, the Company hereby waives and agrees not to allege or  claim
 that any provisions of this Note could give rise to or result in any  actual
 or potential violation of any applicable usury laws.

      Remedies Not Waived.  No course of dealing between the Company and  the
 Holder or any delay  in exercising any rights  hereunder shall operate as  a
 waiver by the Holder.

      SECTION 6.6 Remedies.  The  Company acknowledges  that  a breach by  it
 of its obligations hereunder will cause  irreparable harm to the Holder,  by
 vitiating the intent  and purpose  of the  transaction contemplated  hereby.
 Accordingly, the Company acknowledges that the remedy at law for a breach of
 its obligations under this Debenture will  be inadequate and agrees, in  the
 event of a breach or threatened breach  by the Company of the provisions  of
 this Debenture, that  the Holder shall  be entitled to  all other  available
 remedies at law or  in equity, and in  addition to the penalties  assessable
 herein, to an  injunction or injunctions  restraining, preventing or  curing
 any breach  of this  Debenture and  to enforce  specifically the  terms  and
 provisions thereof,  without  the necessity  of  showing economic  loss  and
 without any bond or other security being required.

      SECTION 6.7  Payment of Certain  Amounts.  Whenever  pursuant  to  this
 Debenture the  Company  is  required to  pay  an  amount in  excess  of  the
 Principal Amount  plus accrued  and unpaid  interest,  the Company  and  the
 Holder agree that the actual damages to the Holder from the receipt of  cash
 payment on this Debenture may be difficult to determine and the amount to be
 so paid by the Company represents  stipulated damages and not a penalty  and
 is intended to compensate the Holder in part for loss of the opportunity  to
 convert this Debenture  and to  earn a  return from  the sale  of shares  of
 Common Stock acquired upon conversion of this Debenture at a price in excess
 of that price paid for such  shares pursuant to this Debenture. The  Company
 and the Holder hereby  agree that such amount  of stipulated damages is  not
 disproportionate to the possible  loss to the Holder  from the receipt of  a
 cash payment without the opportunity to  convert this Debenture into  shares
 of Common Stock.


                                MISCELLANEOUS

      Notice of Certain Events.  In the  case of the occurrence of any  event
 described in Section 3.4  of this Debenture, the  Company shall cause to  be
 mailed to the Holder of this Debenture at its last address as it appears  in
 the Company's security  registry, at  least twenty  (20) days  prior to  the
 applicable record, effective or  expiration date hereinafter specified  (or,
 if such twenty (20) days' notice  is not possible, at the earliest  possible
 date prior  to any  such record,  effective or  expiration date),  a  notice
 thereof, including, if applicable,  a statement of (y)  the date on which  a
 record is  to be  taken  for the  purpose  of such  dividend,  distribution,
 issuance or granting of rights, options or  warrants, or if a record is  not
 to be taken, the date as of which the  holders of record of Common Stock  to
 be entitled to such dividend, distribution, issuance or granting of  rights,
 options or warrants  are to  be determined  or (z)  the date  on which  such
 reclassification,  consolidation,  merger,   sale,  transfer,   dissolution,
 liquidation or winding-up is expected to  become effective, and the date  as
 of which it  is expected  that holders  of record  of Common  Stock will  be
 entitled to exchange  their shares for  securities, cash  or other  property
 deliverable  upon   such  reclassification,   consolidation,  merger,   sale
 transfer, dissolution, liquidation or winding-up.

      Register.  The Company shall keep at its principal office a register in
 which the  Company shall  provide for  the registration  of this  Debenture.
 Upon any transfer  of this  Debenture in accordance  with Articles  2 and  4
 hereof, the Company shall register such transfer on the Debenture register.

      Withholding.  To the extent required by applicable law, the Company may
 withhold amounts for or on account of any  taxes imposed or levied by or  on
 behalf of any taxing authority in the United States having jurisdiction over
 the Company from any payments made pursuant to this Debenture.

      Transmittal of 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:

           (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 Holder, to:

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


 Each of the Holder or the Company may change the foregoing address by notice
 given pursuant to this Section 7.4.Attorneys' Fees.  Should any party hereto
 employ  an  attorney  for  the  purpose  of  enforcing  or  construing  this
 Debenture, or any judgment based on this Debenture, 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.

      Governing Law.  This Debenture shall  be governed by, and construed  in
 accordance with, the laws of the State of California (without giving  effect
 to conflicts  of laws  principles).   With respect  to any  suit, action  or
 proceedings relating to this Debenture,  the Company irrevocably submits  to
 the exclusive jurisdiction of the courts of the State of California  sitting
 in San Diego and the United States District Court located in the City of San
 Diego and hereby waives, to the fullest extent permitted by applicable  law,
 any claim that any such  suit, action or proceeding  has been brought in  an
 inconvenient forum.   Subject  to applicable  law, the  Company agrees  that
 final judgment against it in any  legal action or proceeding arising out  of
 or relating to this Debenture shall be conclusive and may be enforced in any
 other jurisdiction  within or  outside  the United  States  by suit  on  the
 judgment, a certified copy  of which judgment  shall be conclusive  evidence
 thereof and the amount of its indebtedness, or by such other means  provided
 by law.

      SECTION 7.7 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  Debenture or any  other
 document or any dealings between them relating to the subject matter of this
 Debenture 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 Debenture by, among other things, the
 mutual waivers and certifications herein.

       SECTION 7.8  Headings.  The headings of the Articles and Sections of
 this Debenture are inserted for convenience only and do not constitute a
 part of this Debenture.

       SECTION 7.9  Payment Dates.  Whenever any payment hereunder shall be
 due on a day other than a Business Day, such payment shall be made on the
 next succeeding Business Day.

       SECTION 7.10 Binding Effect.  Each Holder by accepting this Debenture
 agrees to be bound by and comply with the terms and provisions of this
 Debenture.

         SECTION 7.11 No Stockholder Rights.  Except as otherwise provided
 herein, this Debenture shall not entitle the Holder to any of the rights of
 a stockholder of the Company, including, without limitation, the right to
 vote, to receive dividends and other distributions, or to receive any notice
 of, or to attend, meetings of stockholders or any other proceedings of the
 Company, unless and to the extent converted into shares of Common Stock in
 accordance with the terms hereof.

      SECTION 7.12 Facsimile  Execution.  Facsimile execution shall be deemed
 originals.

      IN WITNESS WHEREOF, the Company has caused this Debenture to be  signed
 by its  duly  authorized officer  on  the date  of  this  Debenture.American
 HealthChoice, Inc.

                               By:

                               Title:   _____________________________________

<PAGE>

                                  EXHIBIT A
                                  ---------
                         DEBENTURE CONVERSION NOTICE
                         ---------------------------

 TO:  American HealthChoice, Inc.



      The undersigned  owner  of  this  Convertible  Debenture  due  December
 ___, 2008 (the  "Debenture")  issued  by American  HealthChoice,  Inc.  (the
 "Company") hereby irrevocably  exercises its option  to convert  $__________
 Principal Amount of the Debenture into shares of Common Stock in  accordance
 with the  terms of  the Debenture.   The  undersigned hereby  instructs  the
 Company to convert the portion of the Debenture specified above into  shares
 of Common Stock Issued  at Conversion in accordance  with the provisions  of
 Article 3 of the Debenture.   The undersigned directs that the Common  Stock
 and  certificates  therefor  deliverable  upon  conversion,  the   Debenture
 reissued in  the  Principal  Amount not  being  surrendered  for  conversion
 hereby, [the check or shares of Common  Stock in payment of the accrued  and
 unpaid interest thereon to the date of this Notice,] together with any check
 in payment for fractional Common Stock, be registered in the name of  and/or
 delivered to  the undersigned  unless a  different name  has been  indicated
 below.   All  capitalized  terms  used  and  not  defined  herein  have  the
 respective meanings  assigned to  them in  the  Debenture.   The  conversion
 pursuant hereto shall be deemed to have  been effected at the date and  time
 specified below, and at such time the rights of the undersigned as a  Holder
 of the Principal Amount of the Debenture set forth above shall cease and the
 Person or  Persons  in  whose name  or  names  the Common  Stock  Issued  at
 Conversion shall be registered shall be deemed to have become the holder  or
 holders of record of  the Common Shares represented  thereby and all  voting
 and other rights  associated with the  beneficial ownership  of such  Common
 Shares shall at such time vest with such Person or Persons.

 Date and time:  ________________



 ________________________________

 By: ____________________________

 Title: _________________________

 Fill in for registration of Debenture:
 Please print name and address
 (including ZIP code number):

 ________________________________

 ________________________________

 ________________________________