EXHIBIT 10.25


                                LOAN AGREEMENT

 Belair Capital  Group,  Ltd.,  (herein called  "Lender",  a  Nevada  Limited
 Liability  Company,  and   American  HealthChoice,   Inc.,  (herein   called
 "Borrower") with its principal place of  business located at 1300 W.  Walnut
 Hill Lane, Suite 275, Irving, Texas, enter into the following loan agreement
 (the "Agreement").

                                   I.   LOAN

 Subject to the terms  and conditions stated in  this loan agreement,  Lender
 will lend up to the amount  of One Million Dollars ($1,000,000.00) of  which
 Nine Hundred Thousand Dollars $900,000.00 has been lent, with the intent  of
 the Lender to lend another One Hundred Thousand ($100,000.00), to  Borrower.
 The indebtedness  is to be evidenced by a note  in the form of the note  set
 out in "Exhibit A" of this  agreement (the "Note"), in the principal  amount
 of $900,000 and a second  Note in the Amount  of $100,000, with interest  at
 Eight percent (8%) annually.

                                II. PREPAYMENT

 The Borrower shall, as  part of the consideration  for Lender entering  into
 and loaning funds, issue  to the Lender Ten  Million (10,000,000) shares  of
 Borrower's common  stock,  par value  of  $0.001 per  share,  as  restricted
 securities per Security  Exchange Commission Rule  144.   The Borrower  will
 have the right to prepay the loan in  whole or in part, however all  amounts
 shall be paid in full to Lender by August 31, 2002.  Parties agree that fair
 market value for  said shares, as  of September 1,  2000, is  two-and-a-half
 cents ($0.025) per share.

                                III. SECURITY

 As security for this  loan, Borrower will create  a third priority  security
 interest in all  tangible and intangible  property of the  Borrower, and  as
 more fully defined in the Security  Agreement attached as "Exhibit B,"  (the
 "Collateral) and  executing  the Security  Agreement  and taking  all  steps
 necessary to  perfect  that interest,  including  filing a  valid  financing
 statement, and paying any necessary expenses and fees.  Lender  acknowledges
 that there is a security interest already granted to certain clinic/entities
 in an agreement dated  September 1, 2000, and  in an agreement with  certain
 Debenture holders dated August 23, 2000.

                             IV. USE OF PROCEEDS

 The proceeds of this loan are to be used to acquire certain clinic assets as
 set forth in an  Asset Sale And Purchase  Agreement dated September 1,  2000
 and for working capital purposes.

                        V. REPRESENTATIONS OF BORROWER

 Borrower represents as follows:

 (a) Borrower is a New York corporation in good standing.

 (b) Borrower is authorized by its  constituent documents and applicable  law
 to enter into this agreement.
<PAGE>

 (c) All  information provided  by Borrower  to Lender,  including  financial
 reports, is true and correct.

 (d) There are no security interests in or financing statements covering  any
 asset of Borrower except as specified in "Exhibit C."

 (e)  This Agreement and  the shares issued hereunder  in no way violate  any
 other condition or obligation of Borrower.

                       VI. CONDITIONS PRECEDENT TO LOAN

 Lender is obligated  to make the  loan provided for  in this agreement  only
 after receiving all of the following in a form satisfactory to lender: Board
 resolution authorizing  this Agreement  and its  related documents  and  the
 validity of this transaction; an inventory of Borrower's assets, an executed
 Note(s), and a Security Agreement.

                    VII. AFFIRMATIVE COVENANTS OF BORROWER

 Borrower covenants and agrees that it will:

 (a) Keep accurate financial records of all business operations, and  provide
 Lender, upon written  demand, with  unaudited financial  statements 30  days
 after the close  of each quarter  and audited statements  90 days after  the
 close of the fiscal year.

 (b) Properly use and maintain the collateral offered in connection with this
 loan agreement, maintaining insurance of a type and in amounts agreeable  to
 Lender.

 (c) Permit inspections of its books, records, premises, and assets by Lender
 upon reasonable notice.

 (d) Promptly  notify  Lender  of any  threatened  litigation  or  change  in
 business conditions that may adversely affect Borrower.

                     VIII. NEGATIVE COVENANTS OF BORROWER

 Borrower covenants and agrees that it will not:

 (a)  Encumber  or  permit  any  mortgages,  security  interests,  or   other
 encumbrances to  be assessed  against the  Collateral as  security for  this
 Agreement.

 (b) Increase salaries of any officers by more than five percent (5%)  during
 the term of this loan, except with prior consent of Lender.

 (c) Declare  any  dividends  or distributions  without  written  consent  of
 Lender.

                            IX. EVENTS OF DEFAULT

 The occurrence of any or all of  the following events or conditions will  be
 an event of default:

 1). Any failure by debtor  to make a payment  or perform an obligation  when
 due;
<PAGE>

 2). Breach or failure by borrower to  perform any term or condition of  this
 obligation;

 3). Dissolution or insolvency or filing of any bankruptcy proceedings by  or
 against Borrower.

 4). Entry of a judgment against Borrower for more than One Hundred  Thousand
 Dollars.

                                 X. REMEDIES

 On the occurrence of any event  of default, all obligations under this  loan
 will immediately  become  due  and  payable  on  demand  of  Lender  without
 presentation, demand for payment, notice of dishonor, protest, or notice  of
 protest  of  any kind,  all of which  are expressly waived  by the Borrower.
 Lender will have all  remedies provided by the  Texas Business and  Commerce
 Code, as well as all other remedies available at law or equity, and provided
 under this loan agreement and related agreements and instruments.

                                  XI. WAIVER

 Lender's failure or  delay to  exercise any  right or  privilege under  this
 agreement will not operate as a waiver of any such right or privilege or any
 further exercise of the right or privilege.

                              XII. MISCELLANEOUS

      12.1 Expenses.   (a)  Each  party  hereto  shall  pay  its  own  legal,
 accounting, and  similar  expenses incidental  to  the preparation  of  this
 Agreement, the      carrying out of  the provisions of  this Agreement,  and
 the consummation of the transactions contemplated hereby.

      12.2 Contents of Agreement, Parties in Interest, etc.  This  Agreement,
 Note(s), and Security Agreement sets forth  the entire understanding of  the
 parties hereto  with respect  to the  transactions contemplated  hereby  and
 constitutes a complete  statement of the  terms of such  transaction.   This
 Agreement shall not be amended or modified except by written instrument duly
 executed by each of the parties hereto. Any and all previous agreements  and
 understandings between  the parties  regarding  the subject  matter  hereof,
 whether written or oral,  are superseded by this  Agreement.  Neither  party
 has been induced to enter  into this Agreement in  reliance on, and has  not
 relied upon, any statement, representation, or  warranty of the other  party
 not set forth in  this Agreement, or any  certificate delivered pursuant  to
 this Agreement.

      12.3 Binding Effect.  All of the terms and provisions of this Agreement
 shall be binding upon and inure to the benefit of and be enforceable by  the
 successors and assigns of the Lender and Borrower.
<PAGE>

      12.4 Notices.  Any notice, request, demand, waiver, consent,  approval,
 or other communication which is required or permitted hereunder shall be  in
 writing and shall be  deemed given only if  delivered personally or sent  by
 telecopy or by first class registered or certified United States Mail,  with
 proper postage prepaid, as follows:

 If to Borrower, to:

      American HealthChoice, Inc.
      1300 W. Walnut Hill Lane, Suite 275
      Irving, Texas 75038

 If to Lender, to:

      Dr. David Voracek, D.C.
      2520 Tartan Trail
      Highland Village, Texas 75077

 or to such  other address  or person  as the  addressee may  specified in  a
 notice given  to the  sender  as provided  herein.   Such  notice,  request,
 demand, consent, approval or other communication will be deemed to have been
 given as  of the  date actually  delivered, or  if mailed,  four days  after
 deposit in the U. S. Mail properly addressed with adequate postage affixed.

      12.5 TEXAS LAW TO  GOVERN.   THIS AGREEMENT  SHALL BE  GOVERNED BY  AND
 INTERPRETED AND ENFORCED IN ACCORDANCE WITH  THE LAWS OF THE STATE OF  TEXAS
 WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.  VENUE SHALL BE DALLAS  COUNTY
 TEXAS.

      12.6 Headings.  All  section headings contained  in this Agreement  are
 for convenience of reference only, do not form a part of this Agreement, and
 shall not affect in any way the meaning or interpretation of this Agreement.

      12.7 Exhibits.  All Exhibits referred to herein are intended to be  and
 hereby are specifically made a part of this Agreement.

      12.8 Severability.  Any provision of this Agreement which is invalid or
 unenforceable in any jurisdiction shall be ineffective to the extent of such
 invalidity   or   unenforceability   without   invalidating   or   rendering
 unenforceable the remaining  provisions hereof, and  any such invalidity  or
 unenforceability  in  any  jurisdiction  shall  not  invalidate  or   render
 unenforceable such provision in any other jurisdiction.

      12.9 Construction.  The parties hereto have participated jointly in the
 negotiation and drafting of this Agreement.  In the event that any ambiguity
 or question  of intent  or interpretation  arises, this  Agreement shall  be
 construed as if drafted jointly by the parties hereto and no presumption  or
 burden of proof  shall arise  favoring or  disfavoring any  party hereto  by
 virtue of the authorship of any of the provisions of this Agreement.

      12.10  Time.  Time is and shall be of the essence of this Agreement.

      12.11  Fax Signatures.   This Agreement and  any agreement or  document
 contemplated hereby may  be signed and  delivered by a  party by  facsimile,
 such facsimile shall be deemed to be an original signature.
<PAGE>

      IN WITNESS WHEREOF, the parties have executed this Agreement the date
 first above written.

                               BORROWER:

                               AMERICAN HEALTHCHOICE, INC.


                               ______________________________
                               Dr. J.W. Stucki, Chairman and CEO


                               LENDERS:

                               BELAIR CAPITAL GROUP, LTD.


                               ______________________________
                               Dr. David P. Voracek, D.C., President and
                               Member




<PAGE>



                                  EXHIBIT A

                               PROMISSORY NOTE

  $1,000,000.00                 Irving, Texas               September 1, 2000

      FOR  VALUE  RECEIVED,  the  undersigned  American  HealthChoice,  Inc.,
 (herein called "Maker")  promises to pay  unto the order  of Belair  Capital
 Group, Ltd.,  (herein called  "Payee" which  term herein  in every  instance
 shall refer to  any owner or  holder of this  Note) the sum  of ONE  MILLION
 DOLLARS ($1,000,000.00) together with interest on the principal hereof  from
 time to time  outstanding from the  date of advancement  until paid, at  the
 rate of eight percent (8%) per annum (but in no event to exceed the  maximum
 lawful rate of interest permitted by applicable usury laws).  The  principal
 and interest hereunder shall be payable in lawful money of the United States
 of America  at the  address of  Payee as  Payee may  designate hereafter  in
 writing.

      Maker and payee hereby  agree that any payment  made by Maker to  Payee
 shall not be applied to the amounts due under this Note unless such  payment
 is made in  accordance herewith.   Accrued interest and  the full  principal
 amount of this note is and shall be due and payable in a single  installment
 on August 30, 2002.

     Maker may prepay this note in whole or in part at any time without being
 required to pay any penalty or premium for such privilege.  All  prepayments
 hereunder, whether designated as payments of principal or interest, shall be
 applied first  to  accrued and  unpaid  interest and  then  installments  of
 principal in the inverse order of their stated maturity.

     Maker and any and  all sureties, guarantors and  endorsers of this  note
 and all other parties now or hereafter liable hereon, severally waive grace,
 demand, presentment for payment, protest, notice of any kind (including, but
 not limited to,  notice of protest,  notice of intention  to accelerate  and
 notice of  acceleration)  and  diligence in  collecting  and  bringing  suit
 against any party hereto, and agree to all extensions and partial  payments,
 with or  without notice,  before or  after  maturity, to  any  substitution,
 exchange or release of any security now or hereafter given for this note, to
 the release of any party primarily or secondarily liable hereon, and that it
 will not be necessary for Payee, in  order to enforce payment of this  note,
 to first institute or  exhaust Payee's remedies against  Maker or any  other
 party liable therefor or against any security for this note.

     In the  event of  default  hereunder or  under  any of  the  instruments
 securing payment hereof and this note is placed in the hands of an  attorney
 for collection (whether or not suit is filed), or if this note is  collected
 by suit  or legal  proceeding or  through the  probate court  or  bankruptcy
 proceedings, Maker  agrees to  pay all  reasonable attorneys'  fees and  all
 expenses of collection and costs of court.
<PAGE>

     It is the  intention of  the parties  hereto to  comply with  applicable
 usury laws  (now or  hereafter  enacted); accordingly,  notwithstanding  any
 provision to the contrary in this note, or in any of the documents  securing
 payment hereof or otherwise relating hereto, in no event shall this note  or
 such documents require the payment or  permit the collection of interest  in
 excess of the maximum amount permitted by such laws.  If any such excess  of
 interest is contracted for, charged, taken, reserved or received under  this
 note or under the terms of any  of the documents securing payment hereof  or
 otherwise relating hereto, or in the event the maturity of the  indebtedness
 evidenced by this note is accelerated in whole  or in part, or in the  event
 that all or part of the principal or interest of this note shall be prepaid,
 so that under any  of such circumstances the  amount of interest  contracted
 for, charged, taken, reserved  or received under this  note or under any  of
 the instruments securing payment hereof or otherwise relating hereto, on the
 amount of principal actually outstanding from  time to time under this  note
 shall exceed the maximum  amount of interest  permitted by applicable  usury
 laws, now or hereafter enacted, then in any such event (i) the provisions of
 this paragraph shall govern and control, (ii) any such excess which may have
 been collected  at  final maturity  of  said indebtedness  either  shall  be
 applied as  a credit  against the  then unpaid  principal amount  hereof  or
 refunded to Maker, at  Payee's option, and (iii)  upon such final  maturity,
 the effective rate of interest shall be automatically reduced to the maximum
 lawful rate  allowed  under  applicable  usury  laws  as  now  or  hereafter
 construed by the courts having jurisdiction  thereof.  Without limiting  the
 foregoing, all calculations of the rate of interest contracted for, charged,
 taken, reserved or received  under this note or  under such other  documents
 which are made for the purpose of determining whether such rate exceeds  the
 maximum lawful  rate, shall  be made,  to the  extent permitted  by law,  by
 amortizing, prorating, allocating  and spreading in  equal parts during  the
 period of the full stated term of the loan evidenced hereby, all interest at
 any time contracted for, charged, taken, reserved or received from Maker  or
 otherwise by Payee in connection with such indebtedness.

     THIS NOTE SHALL BE GOVERNED BY  AND CONSTRUED UNDER THE APPLICABLE  LAWS
 OF THE STATE OF  TEXAS AND THE LAWS  OF THE UNITED STATES  OF AMERICA.   THE
 COUNTY OF  DALLAS, TEXAS  SHALL BE  THE  PROPER PLACE  OF VENUE  TO  ENFORCE
 PAYMENT OF THIS  NOTE.   MAKER IRREVOCABLY  AGREES THAT  THE STATE  DISTRICT
 COURTS OR UNITED STATES DISTRICT COURT IN DALLAS COUNTY, TEXAS SHALL BE  THE
 EXCLUSIVE COURTS FOR ANY LEGAL PROCEEDINGS  ARISING OUT OF OR IN  CONNECTION
 WITH THIS NOTE.

     To the extent  that the interest  rate laws of  the State  of Texas  are
 applicable to  this note  and unless  changed in  accordance with  law,  the
 applicable  interest  rate  ceiling   is  the  indicated  (weekly)   ceiling
 determined in accordance with Article  5069-1.04(a)(1) of the Texas  Revised
 Civil Statutes, as amended, or to any successor to such statute.

     Any check, draft, money  order or other instrument  given in payment  of
 all or  any  portion  thereof  may  be accepted  by  Payee  and  handled  in
 collection in  the  customary manner,  but  the same  shall  not  constitute
 payment hereunder or diminish any rights of Payee except to the extent  that
 actual cash  proceeds of  such instrument  are unconditionally  received  by
 Payee.
<PAGE>

     Maker represents  and warrants  to Payee  and to  all other  owners  and
 holders of any  indebtedness evidenced hereby  that all  loans evidenced  by
 this note are for business, commercial, investment or other similar  purpose
 and not primarily for  personal, family, household  or agricultural use,  as
 such terms are  used or  defined in  Texas Revised  Civil Statutes,  Article
 5069-1.04, Texas Credit Code  and Regulation Z promulgated  by the Board  of
 Governors of the  Federal Reserve System  and under Titles  I and  V of  the
 Consumer Credit Protection Act.

     This note is issued pursuant to and is secured by that certain  Security
 Agreement of  even date  herewith (the  "Security Agreement")  by and  among
 Maker and Payee.   Reference is made to  the Security Agreement for  certain
 provisions  relating  to  the  acceleration  of  maturity  hereof  upon  the
 occurrence of certain events specified therein  and for all other  pertinent
 purposes.

           EXECUTED the date first above written.

 American HealthChoice, Inc.



 __________________________
 Dr. J.W. Stucki, D.C., President
 1300 W. Walnut Hill Lane
 Suite 275
 Irving, Texas  75038


 __________________________
 Mr. John Stuecheli, CFO
 1300 W. Walnut Hill Lane
 Suite 275
 Irving, Texas  75038


<PAGE>

                                  EXHIBIT B

                              SECURITY AGREEMENT


      THIS SECURITY AGREEMENT (the  "Agreement" or the "Security  Agreement")
 is executed as of September 1,  2000, by and between American  HealthChoice,
 Inc., 1300 W. Walnut Hill Lane, Suite 275, Irving, Texas 75038  (hereinafter
 called the  "Debtor"), and  Belair Capital  Group,  Ltd., a  Nevada  Limited
 Liability Company, (hereinafter called the "Secured Party").

     1.    Security Interest.  Subject  to the terms  and provisions of  this
 Security Agreement, Debtor grants to Secured Party a continuing general lien
 on and security interest in and  to, and grants, bargains, sells,  transfers
 and assigns to Secured Party, the hereinafter described Collateral to secure
 the payment and  performance of  the hereinafter  described obligation  (the
 "Security Interest").

     2.    Obligation.   This Security  Agreement and  the Security  Interest
 granted hereby secure the following described obligations (collectively, the
 "Obligation"):

           a.   The payment and performance by Debtor of its indebtedness and
      obligations  under  that  certain  Promissory  Note  in  the   original
      principal amount of  Nine Hundred Thousand  Dollars ($900,000.00)  (the
      "Note") dated of even date herewith, executed by Debtor and payable  to
      the  order  of  Secured  Party,  and  all  extensions,   modifications,
      increases and renewals thereof and substitutions therefor made or given
      from time to time;

           b.   All costs incurred by Secured  Party to obtain, preserve  and
      enforce this Security Agreement,  collect the Obligation, and  maintain
      and  preserve  the  Collateral,  including  specifically,  but  without
      limitation, all  taxes,  assessments, reasonable  attorneys'  fees  and
      legal expenses and expenses of sale; and

           c.   All indebtedness, obligations  and liabilities  of Debtor  to
      any person  to the  extent of  any  participation or  interest  therein
      created for  or held  by such  person, or  granted to  such person,  by
      Secured Party.

      3.   Unless  otherwise  provided  in  any  instrument  evidencing   the
 Obligation, the Obligation  shall bear  interest at  the rate  or rates  set
 forth in  the Note,  but not  in excess  of the  highest rate  permitted  by
 applicable law, from date of accrual of the Obligation until paid.

      4.   Collateral.   The  Security  Interest granted  hereby  covers  the
 following collateral  (the "Collateral"):  All accounts,  including but  not
 limited to accounts  receivable, inventory,  equipment, goods,  merchandise,
 materials, goods  in  process, and  other  tangible personal  property,  all
 intangible personal rights and property, all insurance policies relating  in
 whole or in part to any of the foregoing, all of the foregoing now owned and
 all hereafter acquired by  Debtor or hereafter arising  in favor of  Debtor,
 all  Proceeds   (as  hereinafter   defined),  all   substitutions  for   and
 replacements of and all  additions and accessions to  any of the  foregoing,
 all guaranties and security therefor, and all the rights, title and interest
 of Debtor in and to all  books and records relating in  whole or in part  to
 any of the foregoing.
<PAGE>

      5.   As used  herein,  the  then  "Proceeds"  shall  have  the  meaning
 assigned to it under the Uniform Commercial Code of the State of Texas  (the
 "Code") and, to the extent not otherwise included, shall include, but not be
 limited to, (i) any and all proceeds of any insurance, causes and rights  of
 action, settlements thereof, judicial and arbitration judgments and  awards,
 and indemnity, warranty or guaranty payments payable to Debtor from time  to
 time with respect to any  of the Collateral, (ii)  any and all payments  (in
 any form whatsoever) made or due and payable to Debtor from time to time  in
 connection  with   any   patient  treatments,   requisition,   confiscation,
 condemnation, seizure or forfeiture of all or any part of the Collateral  by
 Clinic employees or any governmental department, commission, board,  bureau,
 authority, agency or  body (domestic or  foreign), (iii) all  claims of  the
 Debtor for losses or damages arising out of or related to or for any  breach
 of any agreements, covenants, representations  or warranties or any  default
 under any  of  the foregoing  Collateral  (without limiting  any  direct  or
 independent rights of Secured  Party with respect  to this Collateral),  and
 (iv) any and all other amounts from time to time paid or payable under or in
 connection with any of the Collateral.

      6.   Portions  of  the  Collateral  may  constitute  accounts,  general
 intangibles or contract rights, and  all records concerning such  Collateral
 are and will  be located  at the  offices of  the Debtor  in Irving,  Dallas
 County, Texas or if necessary, individual clinic locations.

      7.   Debtor's Warranties.  Debtor hereby represents and warrants to
           Secured Party as follows:

           a.   Financing Statements.   No financing  statement covering  the
      Collateral or any  Proceeds thereof is  on file in  any public  office,
      except for those represented on Exhibit C of the Loan Agreement.

           b.   Ownership Free  of Encumbrances.    Except for  the  Security
      Interest granted hereby, Debtor to the  extent it was given good  title
      by secured party now owns good  title to the Collateral, free from  any
      lien, security interest, claim or encumbrance, except for any claim  by
      secured party or secured parties on Exhibit C of the Loan Agreement.

           c.   Accounts.  All books, records  and documents relating to  the
      Collateral are  and will  be  genuine and  in  all respects  what  they
      purport to be; each account is valid and subsisting and arises out of a
      bona fide  sale  of  services  actually  rendered  or  goods  sold  and
      delivered by Debtor to the account debtor named in the account and  the
      amount of  the  account represented  as  owing is  the  correct  amount
      actually and unconditionally owing except for normal cash discounts.
<PAGE>

           d.   First Lien on Collateral.  Except for those liens represented
      on Exhibit C of  the Loan Agreement, the  Security Interest granted  to
      the Secured Party pursuant to  this Security Agreement constitutes  and
      creates a valid  and continuing lien  on and security  interest in  the
      Collateral  in  favor  of  the  Secured  Party,  and  except  for   the
      subordination of  rights  to  those  under  Exhibit  C,  said  Security
      Interest shall  be prior  to all  other liens,  encumbrances,  security
      interests, chattel mortgages, privileges, statements of assignment  and
      rights of  others, and  is enforceable  as such  as against  any  third
      parties, including, without limitation, any  owner of real property  in
      any state where any  of the Collateral is  or may hereafter be  located
      and as against any purchaser of  such real property and any present  or
      future creditor obtaining  a lien on  such real property.   All  action
      necessary or desirable to perfect the Security Interest in each item of
      the Collateral in each state in which any item of Collateral is or will
      be located has been or will forthwith be duly taken.

           e.   Power and Authority.   Debtor has  full power, authority  and
      legal right to pledge all of  the Collateral pursuant to this  Security
      Agreement.

           g.   Due Authorization,  Execution and  Delivery.   This  Security
      Agreement has been  duly authorized, executed  and delivered by  Debtor
      and constitutes  the  legal, valid  and  binding obligation  of  Debtor
      enforceable in accordance with its terms.

           h.   Consents.  No consent of any other party (including,  without
      limitation, creditors  of  Debtor)  and no  consent,  license,  permit,
      approval or authorization  of, exemption by,  notice or  report to,  or
      registration, filing or declaration  with, any governmental  authority,
      domestic or foreign, is required to be obtained by Debtor in connection
      with the execution, delivery or performance of this Security Agreement.

           i.   No Conflict.  The execution, delivery and performance of this
      Security Agreement will not violate any provision of any applicable law
      or regulation or of any order,  judgment, writ, award or decree of  any
      court, arbitrator or governmental authority, domestic or foreign, or of
      the certificate  of  incorporation  or  bylaws  of  Debtor  or  of  any
      securities issued  by Debtor,  or of  any mortgage,  indenture,  lease,
      contract, or other agreement, instrument or undertaking to which Debtor
      is a party or which purports to be  binding upon Debtor or upon any  of
      its assets and  will not result  in the creation  or imposition of  any
      lien, charge  or encumbrance  on or  security interest  in any  of  the
      assets of Debtor except as contemplated by this Security Agreement.

           8.  Debtor's Covenants.

           a.   Ownership of Collateral.  At the time Debtor pledges,  sells,
      assigns, transfers  to  Secured Party  or  grants to  Secured  Party  a
      Security Interest in  any Collateral  or any  interest therein,  Debtor
      shall, subject to any claim existing by secured party, be the  absolute
      owner thereof and shall have the absolute right to pledge, sell, assign
      or transfer the same.  Debtor  shall defend the Collateral against  all
      claims and demands of all persons at any time claiming the same or  any
      interest therein adverse to Secured Party.
<PAGE>

           b.   Maintenance.   Debtor shall  keep  the Collateral  free  from
      liens and security interests other  than the Security Interest  created
      hereby or under Exhibit C of  the Loan Agreement, and shall not  create
      or suffer  to  exist  any  lien  or  security  interest  in  Collateral
      hereafter acquired except for the  Security Interest hereby granted  or
      under Exhibit C  of the  Loan Agreement.   Debtor shall  pay all  costs
      necessary  to  obtain,  preserve,  defend  and  enforce  the   Security
      Interest, collect  on Obligation,  and  preserve, defend,  enforce  and
      collect the Collateral, including specifically, but without limitation,
      the payment of taxes, assessments, reasonable attorneys' fees and legal
      expenses, and expenses of sales.   Whether the Collateral is or is  not
      in Secured Party's  possession, and without  any obligation  to do  so,
      Secured Party may,  at its  option, pay  any such  costs and  expenses,
      discharge encumbrances  on the  Collateral, and  pay for  insuring  the
      Collateral.  Debtor agrees to reimburse Secured party on demand for any
      payments so made and until such  reimbursement, the amount of any  such
      payment shall be a part of the  Obligation.  Debtor shall, at its  sole
      expense, maintain the Collateral in  first class repair, condition  and
      appearance and shall  comply with industry  standards, applicable  laws
      and regulations, and requirements for enforcing warranty claims.

           c.   Information and Inspection.  Debtor shall furnish to  Secured
      Party any reports and other information with respect to the  Collateral
      requested by Secured  Party, will allow  Secured Party  to inspect  the
      Collateral at any  time and wherever  located, and  will allow  Secured
      Party to inspect and  copy, or will furnish  Secured Party with  copies
      of, all records relating to the Collateral and the Obligation.   Debtor
      shall furnish to Secured  Party such information  as Secured Party  may
      request to  identify  notes receivable,  accounts  receivable,  chattel
      paper, general intangibles  and contract rights  assigned hereunder  at
      the times and in the form and substance requested by Secured Party.

           d.   Additional Documents.   Debtor  shall furnish  Secured  Party
      with financing statements upon request and Debtor shall sign any  other
      documents or instruments furnished by Secured Party which are necessary
      in the judgment of  Secured Party to obtain,  maintain and perfect  the
      Security Interest in any applicable jurisdiction and to assist  Secured
      Party in complying  with the Federal  Assignment of  Claims Act,  where
      necessary to enable Secured Party to become an assignee under such Act,
      and any expense of  Secured Party so  incurred shall be  a part of  the
      Obligation.   In  this  regard,  Debtor  agrees  to  execute  all  such
      collateral chattel  and/or  other mortgages,  assignments  of  accounts
      receivable and  any and  all other  financing statements  and  security
      devices as Secured Party may request to perfect or continue  perfection
      of the  Security Interest  under the  laws of  any state  in which  the
      Collateral is located.

           e.   Parties Liable on Collateral.  Debtor will take all necessary
      steps to  preserve  the  liability of  account  debtors,  obligors  and
      secondary parties to any obligations that  are part  of the Collateral.
      Secured Party shall have the duty to preserve such liability but it may
      do so, and any expense of Secured Party so incurred shall be a part  of
      the Obligation.
<PAGE>

           f.   Modification of Accounts or Contract Rights.  Debtor will not
      agree to any material modification of any of the terms of any notes  or
      accounts  receivable,   contract  rights,   chattel  paper   or   other
      instruments evidencing or pertaining  to Collateral assigned  hereunder
      other than  in  the ordinary  course  of business,  without  the  prior
      written consent of Secured Party.

           g.   Right  of  Secured  Party  to  Notify  Account  and  Contract
      Debtors.  Upon the  occurrence of an Event  of Default (as  hereinafter
      defined),  Secured  Party  shall  have  the  right  to  notify  persons
      obligated on any instruments, accounts, or contracts which are part  of
      the Collateral to take payment thereof directly to Secured Party and to
      take control of all proceeds of any of the Collateral.  Until such time
      as Secured Party elects to exercise  such rights, Debtor, as the  agent
      of Secured  Party,  shall collect  and  enforce all  such  instruments,
      accounts or contracts.   The cost of  such collection and  enforcement,
      including, without limitation, attorneys'  fees and expenses, shall  be
      done by  Debtor, whether  the  same is  incurred  by Secured  Party  or
      Debtor.  If paid  by Secured Party, such  payment shall become part  of
      the Obligation.

           h.   Books of  Account.    Debtor will,  at  all  times,  maintain
      accurate books and  records with respect  to the  Collateral.   Secured
      Party is  hereby given  the right  to audit  the books  and records  of
      Debtor relating to said Collateral at any time, and from time to  time,
      as Secured Party deems proper.

           i.   Location of Instruments, Accounts Receivable and Contracts.
      Debtor shall give Secured Party written notice of each office of Debtor
      in which records of Debtor pertaining  to accounts and contracts  which
      are Collateral  are kept,  or will  be  kept, in  any of  said  office,
      offices, location, or locations.  Except  as such notice is given,  all
      records of Debtor pertaining to accounts and contracts are and shall be
      kept at Debtor's  address as shown  at the beginning  hereof or at  the
      appropriate Clinic.  At the Secured Party's request, Debtor shall cause
      to be marked  conspicuously all documents  constituting the  Collateral
      with a  legend in  form and  substance  satisfactory to  Secured  Party
      indicating that such document is subject to the Security Interest.

           j.   Notice of Changes.  Debtor will  notify Secured Party of  any
      material change  occurring in  or to  the Collateral,  of a  change  in
      Debtor's mailing address,  or in  any material  change in  any fact  or
      circumstance warranted  or  represented  by  Debtor  in  this  Security
      Agreement or furnished  to Secured Party,  or if any  Event of  Default
      occurs, prior to or immediately following the occurrence thereof.

           k.   Use and Disposition of Collateral.   Debtor will not use  the
      Collateral illegally or  encumber the  same without  the prior  written
      consent of Secured Party.  Without the prior written consent of Secured
      Party, Debtor will not  sell, lease, transfer, hypothecate,  anticipate
      or otherwise dispose of the Collateral, except as follows:

                  i. Debtor shall  make  any  replacements,  betterments  and
           improvements that may be required under the terms of this Security
           Agreement or the Loan Agreement; and
<PAGE>

                  ii. Debtor  may sell inventory  in the  ordinary course  of
           business for fair value (including  the giving of trade  discounts
           in arms  length transactions)  and may  dispose of  machinery  and
           equipment which in the opinion of the board of directors of Debtor
           is not necessary  for the  proper operation  of Debtor's  business
           provided that such disposition would not materially and  adversely
           affect the interest of the Secured Party or the ability of  Debtor
           to meet its obligations as they become due.


                l.   Possession of Collateral.   Upon the written request  of
      Secured Party,  Debtor will  transfer  possession of  all  instruments,
      securities, documents,  and  chattel  paper  (including  the  original,
      executed copies of leases, or other agreements for rental, of machinery
      and equipment by the Debtor as lessor) which are part of the Collateral
      to the Secured  Party immediately.   Debtor hereby waives  presentment,
      demand, notice of dishonor, protest, and  notice of protest, notice  of
      intent to accelerate, notice of acceleration and all other notices with
      respect thereto.  Receipt of chattel paper (including leases and rental
      agreements as aforesaid)  shall be evidenced  by the  signature of  the
      Secured Party  on the  face  of such  document  and only  the  document
      containing the receipt therefor  executed by the  Secured Party on  the
      face thereof shall evidence the monetary  obligations of the lessee  or
      other obligee hereunder and thereunder.

                m.   Insurance.  From  and after  the date  of this  Security
      Agreement and until the Obligation is paid in full, Debtor will, at its
      expense, maintain at all times insurance on the Collateral against such
      risks, in such amounts, in such form and with such insurance  companies
      as are  specified or  as shall  be reasonably  satisfactory to  Secured
      Party.

                n.   Inventory.    Secured   Party's  Security  Interest   in
      inventory shall continue through all steps of treatment and collections
      and attach without further  action to raw  materials, work in  process,
      finished goods, returned  goods and proceeds,  refunds, etc.  resulting
      from the sale or  disposition of such inventory.   All inventory is  or
      will be kept at the offices of the Debtor specified herein for  records
      concerning the Collateral.  Debtor will notify Secured Party in writing
      of any  changes  in  or  additions  to  the  location(s)  set  forth.
      Notwithstanding the foregoing, it is understood and agreed that if  for
      any reason inventory is at any time kept or located at locations  other
      than those above  listed or hereafter  consented to  by Secured  Party,
      Secured Party shall  nevertheless have and  retain a security  interest
      therein.  No inventory shall be removed from such locations, except for
      the purpose of sales,  leases or other uses  in the ordinary course  of
      business; but  a sale  in the  ordinary course  of business  shall  not
      include any transfer or sale in satisfaction, partial or complete, of a
      debt owed by the Debtor.
<PAGE>

     9.    Rights and Powers  of Secured Party.   Secured Party  may, in  its
 discretion, upon  the occurrence  and continuance  of  an Event  of  Default
 hereunder, do  any one  or more  of the  following: Require  Debtor to  give
 possession or  control of  the Collateral  to Secured  Party; take  physical
 possession of the  Collateral and  maintain it  on Debtor's  premises, in  a
 third party location or at  such other place as  to which Secured Party  may
 remove the Collateral  or any part  thereof, endorse as  Debtor's agent  any
 instruments, securities, or chattel paper in the Collateral; contact account
 debtors directly to  verify information cashed  by Debtor;  take control  of
 proceeds, including  stock  received as  dividends  or by  reason  of  stock
 splits, and use cash proceeds to reduce any part of the Obligation; take any
 action Debtor is required to take  or any other necessary action to  obtain,
 preserve, and enforce this Security Agreement, and maintain and preserve the
 Collateral, without  notice  to  Debtor,  and  add  costs  of  same  to  the
 Obligation (but Secured  Party is under  no duty to  take any such  action);
 release Collateral in  its possession to  Debtor, temporarily or  otherwise;
 designate from time to time a certain percent of the Collateral as the  loan
 value and require Debtor to maintain the Obligation at or below such figure;
 take control of funds generated by the Collateral such as cash dividends and
 interest, and use same to reduce any part of the Obligation; vote any  stock
 which is part of the Collateral; use  cash collateral to reduce any part  of
 the Obligation; and exercise all other  rights which an owner of such  stock
 may exercise and exercise all rights  which account holders or obligees  may
 exercise with respect to any  of the Collateral.   Secured Party may at  any
 time in its discretion  transfer any of the  Collateral or evidence  thereof
 into its own name or that of its nominee and receive the proceeds  therefrom
 and hold  the  same  as  security for  the  Obligation,  or,  following  the
 occurrence and continuance  of an Event  of Default, but  shall be under  no
 duty to, demand, collect, receipt for, settle, compromise, adjust, sue  for,
 foreclose, or realize upon  Collateral, in its  own name or  in the name  of
 Debtor, as Secured Party may determine.   Secured Party shall not be  liable
 for any act or omission on the part of Secured Party, its officers,  agents,
 or employees, except willful misconduct and gross negligence.  The foregoing
 rights and  powers of  Secured Party  shall be  in addition  to, and  not  a
 limitation upon,  any rights  and  powers of  Secured  Party given  by  law,
 custom,  elsewhere  by  this  Security  Agreement,  the  Loan  Agreement  or
 otherwise.

     10.  Default.

          a.    Events of Default.   Debtor shall  be in  default under  this
     Security Agreement upon the happening of any of the following events  or
     conditions ("Event of Default"):

              i.  Debtor shall default  in the timely payment or  performance
          of any  obligation,  covenant  or  liability  contained  herein  or
          secured hereby; or

              ii. Any representation  or warranty contained  herein shall  be
          false or misleading in any material respect when made.
<PAGE>

           b.   Remedies of Secured  Party Upon Default.   When  an Event  of
     Default occurs, and at  any time thereafter,  Secured Party may  declare
     the Obligation or any part thereof  immediately due and payable and  may
     proceed to enforce payment of  the same and to  exercise any and all  of
     the rights and remedies provided by the Code as well as all other rights
     and remedies possessed by Secured Party under this Security Agreement or
     otherwise.  Secured Party may require Debtor to assemble the  Collateral
     and make it available to Secured Party at any place to be designated  by
     the Secured Party which is reasonably convenient to all parties.  Unless
     the Collateral threatens to  decline speedily in value  or is of a  type
     customarily sold on a recognized market, Secured Party will give  Debtor
     reasonable notice of the time and place of any public sale thereof or of
     the time after which any private sale or any other intended  disposition
     is to  be made.   Expenses  of retaking,  holding, preparing  for  sale,
     selling, leasing and the like  shall include Secured Party's  reasonable
     attorneys' fees and legal expenses.  Secured Party shall be entitled  to
     immediate possession of the Collateral and shall have authority to enter
     upon any premises  upon which the  same may be  situated and remove  the
     same therefrom.   If Secured Party  disposes of the  Collateral, or  any
     portion thereof,  following default,  the proceeds  of such  disposition
     available to satisfy the Obligation shall be applied by Secured Party to
     the Obligation in such order and in such manner as Secured Party in  its
     discretion shall decide.  Debtor also agrees to pay all costs of Secured
     Party,  including  attorneys'  fees,   incurred  with  respect  to   the
     collection of  the Obligation  and the  enforcement  of the  rights  and
     remedies of Secured Party hereunder.  Debtor hereby waives  presentment,
     demand, protest or  any notice (to  the extent  permitted by  applicable
     law) of  any kind  in connection  with this  Security Agreement  or  any
     Collateral.

     11. General.

           a.   Assignment of Collateral by Secured Party.  The Secured Party
     may assign all or any part of the Obligation, and may assign,  transfer,
     or deliver to any transferee of any of the Obligation any or all of  the
     Collateral, and thereafter Secured Party shall be fully discharged  from
     all  responsibility  with  respect   to  the  Collateral  so   assigned,
     transferred or  delivered.   Such transferee  shall be  vested with  the
     powers and rights of  the Secured Party hereunder  with respect to  such
     Collateral, but the  Secured Party shall  retain all  rights and  powers
     hereby given with respect  to any of the  Collateral not so assigned  or
     transferred.

           b. Waiver. No delay on the part of the Secured Party in exercising
    any  power or  right shall operate  as a  waiver thereof,  nor shall  any
    single  or partial  exercise of  any  power or  right preclude  other  or
    further exercise  thereof or the exercise  of  any  other power or right.
    No  waiver by Secured  Party of any  right hereunder or  of any Event  of
    Default by Debtor shall be binding upon Secured Party unless in  writing,
    and  no failure  by Secured  Party  to exercise  any right  hereunder  or
    waiver  of any Event of  Default of Debtor shall  operate as a waiver  of
    any other  or further exercise of such right  or of any further Event  of
    Default.
<PAGE>

           c.   Parties Bound.  The rights  of Secured Party hereunder  shall
    inure to  the benefit of its successors and  assigns.  The terms of  this
    Security Agreement  shall be binding upon  the successors and assigns  of
    the  parties hereto.  All  representations, warranties and agreements  of
    Debtor  shall  bind  Debtor's successors  and  assigns.    This  Security
    Agreement  shall  constitute  a continuing  agreement,  applying  to  all
    future  transactions of  a character  contemplated at  the date  of  this
    Security Agreement.

           d.   Definitions.    Unless   the  context  indicates   otherwise,
    definitions in the Code apply to words and phrases in this Agreement;  if
    Code definitions conflict, Article 9 definitions apply.

           e.   Notice.   Any notices  or  other communications  required  or
    permitted hereunder  shall be sufficiently given if delivered  personally
    or  sent  by  registered  or certified  mail,  postage  prepaid,  to  the
    applicable party at  its address given or at such other address as  shall
    be furnished in  writing by such party to the other, and shall be  deemed
    to have  been given as of the date  so delivered or three (3) days  after
    deposited in  the United States Mail.   Notice mailed in accordance  with
    this section  at least five (5) days prior  to the related action (or  if
    the Code  elsewhere requires a longer  period, such longer period)  shall
    be deemed reasonable.

           f.      Modifications.  No provision  hereof shall be modified  or
    limited except by  a written agreement expressly referring hereto and  to
    the provision  so modified or limited and signed  by all parties to  this
    Security  Agreement, and  without limiting  the foregoing,  no course  of
    conduct,  usage  of trade  or  law merchant  shall  modify or  limit  any
    provision hereof.

           g.      Severabilily.  Any  provision of  this Security  Agreement
    which  is prohibited or  unenforceable in any  jurisdiction shall, as  to
    such jurisdiction,  be ineffective to the  extent of such prohibition  or
    unenforceability  without invalidating the  remaining provisions  hereof,
    and  any such prohibition or  unenforceability in any jurisdiction  shall
    not  invalidate  or render  unenforceable  such provision  in  any  other
    jurisdiction.

           h.      Financing  Statement.   Secured  Party  is  authorized  on
    behalf  of  Debtor as  Debtor's  agent and  attorney  in fact,  for  such
    purpose,  to complete  and sign  one or  more financing  statements  with
    respect to any Collateral covered by this Security Agreement and to  file
    the same  in an appropriate office or place.   A carbon, photographic  or
    other  reproduction  of  this Security  Agreement  or  of  any  financing
    statement prepared in  conjunction herewith is sufficient as a  financing
    statement.

         i.        APPLICABLE  LAW.    THIS   SECURITY  AGREEMENT  SHALL   BE
    CONSTRUED IN  ACCORDANCE WITH THE LAWS OF THE  STATE OF TEXAS, EXCEPT  TO
    THE EXTENT THAT THE VALIDITY AND PERFECTION OF THE SECURITY INTEREST,  OR
    REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE  GOVERNED
    BY THE LAWS OF THE JURISDICTION OTHER THAN THE STATE OF TEXAS.

<PAGE>
      12.  Limitation on  Agreements.    All agreements  between  Debtor  and
 Secured Party, whether now existing or hereafter arising and whether written
 or oral, are  hereby expressly limited  so that in  no contingency or  event
 whatsoever, whether  by  reason  of acceleration  of  the  maturity  of  the
 Obligation or otherwise,  shall the amount  paid, or agreed  to be paid,  to
 Secured Party for  the use,  forbearance, or detention  of the  money to  be
 loaned under the Note or otherwise or for the payment or performance of  any
 covenant  or  obligation  contained  herein,   or  in  any  other   document
 evidencing, securing  or pertaining  to the  Obligation or  the  Collateral,
 exceed the maximum  amount, if any,  permissible under applicable  law.   If
 from any circumstances  whatsoever interest  would otherwise  be payable  to
 Secured Party in excess of the  maximum lawful amount, the interest  payable
 to Secured Party  shall be  reduced to  the maximum  amount permitted  under
 applicable law, and if  from any such circumstance  the Secured Party  shall
 ever receive  as interest  or otherwise  an amount  which would  exceed  the
 highest lawful rate, such amount which would be excessive interest shall  be
 applied to the  reduction of the  principal amount owing  on account of  the
 Obligation or on account of any  other principal indebtedness of the  Debtor
 to the  Secured Party,  and not  to  the payment  of  interest, or  if  such
 excessive interest exceeds  the unpaid balance  principal of the  Obligation
 and such other indebtedness, such excess  shall be  refunded  to the Debtor.
 All sums  paid or  agreed to  be paid  to  the Secured  Party for  the  use,
 forbearance or detention of  the indebtedness of the  Debtor to the  Secured
 Party shall,  to  the extent  permitted  by applicable  law,  be  amortized,
 prorated, allocated and spread throughout the full term of such indebtedness
 until payment in full of the principal (including the period of any  renewal
 or extension thereof) so that the  interest on account of such  indebtedness
 shall not exceed the maximum amount  permitted by applicable law.  The  term
 "applicable law" as used in this Section 9 shall mean the laws of the  State
 of Texas or the laws of the United States, whichever laws allow the  greater
 rate of interest, as  such laws now exist  or may be  changed or amended  or
 come into effect in the  future.  The terms  and provisions of this  Section
 shall control and supersede every other provision of all agreements  between
 the Debtor and the Secured Party.

 EXECUTED the date first above written.

                     SECURED PARTY:

                     _____________________________
                     Dr. David Voracek, D.C.
                     Beliar Capital Group, Ltd.
                     2520 Tartan Trail
                     Highland Village, Texas 75077


                     DEBTOR:

                     _____________________________
                     Dr.  J.W. Stucki, Chairman and CEO
                     American HealthChoice, Inc.
                     1300 W. Walnut Hill Lane
                     Suite 275
                     Irving, Texas, 75038


                     _______________________________
                     John Stuecheli, CFO
                     American HealthChoice, Inc.
                     1300 W. Walnut Hill Lane
                     Suite 275
                     Irving, Texas, 75038