EXHIBIT 10.27

                             EMPLOYMENT AGREEMENT


     THIS EMPLOYMENT AGREEMENT (the "Agreement"), is made effective as of the
 1st day of  October, 2000,  (the "Effective  Date"), by  and between  Uptown
 Chiropractic Clinic of  Uptown, Inc., a  Louisiana corporation  (hereinafter
 "Employer") and  Dr.  Jeffrey  Jones,  D.C., a  resident  of  the  State  of
 Louisiana ("Employee").

                       W I T N E S S E T H:

     WHEREAS,  Employer  desires  to  employ  Employee  for  the  purpose  of
 performing chiropractic services  on behalf of  Employer at various  Company
 clinics (the  "Clinics"), in  the State  of  Louisiana, including  a  clinic
 located at 807 S. Carrollton, New Orleans, Louisiana, 70118 (the "Clinic").

     WHEREAS, Employee is willing to be so employed by Employer on the  terms
 and conditions hereinafter provided.

     NOW, THEREFORE,  in  consideration  of the  mutual  covenants  contained
 herein, the parties agree as follows:


                                  ARTICLE I
                            EMPLOYMENT AND DUTIES

      Section 1.     Employment.   Employee is a  chiropractor duly  licensed
 to practice chiropractic in the State of Louisiana (a certified copy of  the
 Employee's diploma indicating his graduation from a duly accredited  college
 of chiropractic,  as well  as  a certified  copy  of Employee's  license  to
 practice chiropractic  within the  state where  the clinic  is located,  are
 attached hereto) as a  member of and  employee on the  staff of the  clinic,
 subject to  the rules  thereof, and  to the  standards of  the  chiropractic
 profession.   Employer hereby  employs Employee  on a  full-time basis,  and
 Employee accepts  employment  with  Employer  as  a  full-time  employee  of
 Employer, to  render  professional  chiropractic  services  to  patients  of
 Employer in the  manner and to  the extent provided  for hereinafter and  as
 otherwise permitted by applicable Cannons of Professional Ethics.   Employee
 shall perform all services  under this Agreement  in strict accordance  with
 all of the following as may from time to time be in effect:

         a.  The laws of the  State of Louisiana  and the United  States,
     the violation of which would result in criminal conduct of a  felony
     class; and

         b.  All standards  of professional  ethics  and conduct  as  are
     applicable to Employee in the  performance of his duties  hereunder,
     including, but not limited to,  the policies and procedures  adopted
     by Employer for all of its professional employees and the standards,
     rules, regulations,  opinions,  and  decisions  promulgated  by  the
     Louisiana State Board of Chiropractor Examiners.
<PAGE>

 Employee shall have no  authority to enter into  any contracts binding  upon
 Employer or  to  create any  obligations  on the  part  of Employer  and  if
 Employee does bind  Employer, Employee agrees  to reimburse, indemnify,  and
 hold harmless Employer for any such  obligations of liabilities.  All  fees,
 compensation, accounts receivables,  and other  things of  value charged  by
 Employer  and  received  or  realized  as  a  result  of  the  rendition  of
 professional services by Employee in performing the duties described in this
 Agreement  shall  belong to and be paid and delivered forthwith to Employer.
 For purposes of this Agreement, the  parties agree that the term  "full-time
 employee" shall mean  the devotion  by Employee  to the  performance of  his
 duties hereunder on the basis of at least a minimum of forty (40) hours  per
 week on average.

     Section 2.   General Duties.   Employee's duties shall include, but  not
 be limited to:

         a.  Treatment of and caring for patients at the Clinic;

         b.  Keeping  and  maintaining,  or   causing  to  be  kept   and
         maintained,   appropriate   records,   reports,   claims,    and
         correspondence necessary and appropriate in connection with  all
         professional services rendered by him under this Agreement;

         c.  Attending, at Employer's expense, to the extent directed and
         authorized by Employer, professional conventions,  post-graduate
         seminars, and functions of professional societies; and

         d.  Performing all  acts reasonably  necessary to  maintain  and
         improve his professional skills.

     Section 3. Other Duties.   Employee's other duties shall be such as  the
 Employer may from time to time reasonably direct, provided such other duties
 are generally consistent  with the duties  described herein, including,  but
 not limited  to the  supervision of  other  employees of  Employer  (whether
 professional or allied health personnel).

     Section 4.   Clinic Patients.   Employee  specifically  understands  and
 agrees that Employer shall have final  authority over acceptance or  refusal
 of any patient, assignment of any  patient for treatment, and  determination
 of the amount of  fee to be charged  any patient for professional  services,
 and Employee further  understands and agrees  that Employer  shall have  the
 power to  direct, control,  and  supervise the  duties  to be  performed  by
 Employee and the manner of and  time for performing such duties, subject  to
 the provisions of Section 5 of this Article I.

     Section 5.    Physician-Patient Relationship.   Employer  and   Employee
 recognize the fact that Employee's treatment  of patients as an employee  of
 Employer shall not affect the Physician-Patient privilege.  Nothing in  this
 Agreement shall be  deemed to modify  the Chiropractor-Patient privilege  or
 the confidential relationship  between a  chiropractor and  his patients  as
 specified  by  law.    Employer  shall  not  impose  employment  duties   or
 constraints of any kind that would require

 Employee to violate the  ethics applicable to  the practice of  chiropractic
 services or violate any ordinance or law.
<PAGE>

     Section 6.    Employee   Handbook/Training.      Employee   specifically
 acknowledges that he has received, read, and has had all questions  answered
 concerning any  policies and  procedures as  set  forth therein.    Employee
 further acknowledges that he has specifically reviewed the Employer's policy
 for sexual  harassment and  took part  in the  Employer's sexual  harassment
 employee training program.

     Section 7. Place Of Employment.  Employer does hereby employ, engage and
 hire Employee as a chiropractor at its New Orleans, Louisiana, Clinic or  at
 any other location as directed by Employer with reasonable notice.


                                 ARTICLE II
                             TERM OF EMPLOYMENT

     Section 1.   Term.   Subject to the provisions for early termination  as
 provided in Section 2 of this  Article II, the term of this Agreement  shall
 be for  a two  (2) year  period  (the "Initial  Period"), beginning  on  the
 Effective Date hereof.  After the expiration of the Initial Period, provided
 that Employee is not then in default hereunder, this Agreement shall  remain
 in full force and effect from  year to year unless  sixty (60) days or  more
 prior to the  commencement of the  next annual period,  either party  hereto
 shall notify the other in writing of the party's desire that this  Agreement
 be terminated.  Upon receipt of the aforementioned notice of termination  by
 the party entitled thereto, this Agreement shall be terminated effective  as
 of the close of the then current annual period.

     Section 2.   Termination.   This Agreement shall be terminated prior  to
 the expiration of the "term" as defined  in Article II. Section 1., or  upon
 the occurrence or discovery  of any of the  following events (any  following
 events for purposes of this Agreement is considered "for cause"):

         a. The termination,  revocation, or  cancellation of  Employee's
           license  to practice  chiropractic services  in the  State  of
           Louisiana;

         b. The death of Employee;

         c. The Employee is or has been convicted of a felony;

         d. The  Employee  commits  an  act  involving  moral  turpitude,
           including  but not limited  to fraud,  theft, embezzlement  or
           the like;

         e. The  finding  by  a  board,  institution,  organization,   or
           professional society having a right or privilege to pass  upon
           the  conduct of  Employee that  the Employee  is or  has  been
           guilty of unprofessional or unethical conduct;

         f. Employee becomes substantially  dependent on  or addicted  to
           alcohol or any drug;

         g. Employee shall commit any intentional or negligent act  which
           the Employer in  good faith believes may subject the  Employer
           or any  of its employees to  potential liability or damage  to
           reputation;
<PAGE>

         h. Employee fails,  refuses or  becomes  unable  to  faithfully  and
           diligently perform  his  duties  pursuant to  this  agreement  and
           shall fail  to  remedy any  such  deficiency within  a  reasonable
           period of time after being notified by Employer;

         i. The Employee ceases  to be  eligible for  professional  liability
           coverage or premiums for employee are substantially increased  due
           to acts of the employee;

         j. The "retirement"  of Employee from  the practice  of medicine  in
           the State of Louisiana;

         k. The "permanent incapacity" of Employee;

         l. Ifthe clinic at which the Employee is employed sustains  monetary
           losses, for any three month  period, in accordance with  Generally
           Accepted Accounting Principles (GAAP)  while Employee is  employed
           at that Clinic;

         m. Whenever Employer  and  Employee  shall  mutually  agree  to  the
           termination in writing or as elsewhere expressly provided herein.


 Under this Agreement, the term "retirement" shall mean when Employee  ceases
 to be  engaged  in full-time  service  of diagnosing  or  treating  physical
 ailments of human beings  at least forty  (40) hours per  week for a  period
 exceeding thirty  (30)  calendar  days, excluding  any  leaves  of  absences
 approved in writing by Employer, and  the term "permanent incapacity"  shall
 mean the inability of Employee to  perform his duties hereunder, whether  by
 reason of  injury (physical  or mental),  illness or  otherwise (other  than
 death), incapacitating  him for  a  continuous period  exceeding  sixty (60)
 calendar days,  excluding any  leaves of  absences  approved in  writing  by
 Employer.

     Section 3.  Occurrences Upon Termination.   Upon  termination  of   this
 Agreement for any reason, including  non-employment by Employer of  Employee
 for any reason,  Employee shall be  entitled to receive  hereunder only  the
 compensation accrued  for the  Base Amount  but  unpaid as  of the  date  of
 termination and shall not be entitled to additional compensation,  including
 but not limited to, the accounts receivables from patients seen by  Employee
 or from others, and as expressly provided herein below:

         a.  Cessation of Salary and Benefits.   Employer's obligation to
     provide Employee all  compensation and benefits  as provided  herein
     arising subsequently to the date of termination shall discontinue at
     the termination date of this Agreement except as otherwise  required
     by law.

         b.  Surrender of Employer Property.   Upon termination  of  this
     Agreement, Employee shall surrender  to Employer's designated  agent
     all property of Employer including, but not limited to, keys to  the
     Clinic, files, furnishings, equipment,  medical supplies, etc.,  and
     all patient records to the fullest extent permitted by law.
<PAGE>

         c.  Termination Duties.   When requested  by Employer,  Employee
     shall complete all dictation, reports, billing, and patient  records
     for the  period prior  to the  conclusion of  this Agreement  within
     fourteen (14) days.   Furthermore,  Employee shall  be available  to
     Employer at reasonable times  for reasonable consultation  regarding
     the practice or Employee's  former patients for  a period of  thirty
     (30) days with cost to the Employer.


                                 ARTICLE III
                          COMPENSATION AND BENEFITS

     Section 1.  Compensation.   As compensation  for  services  rendered  to
 Employer hereunder during the term of  this Agreement, in whatever  capacity
 rendered, Employer shall pay  Employee an annual salary  in the amounts  and
 manner set forth below:

         a.   Annual Salary.   Employer shall  pay  Employee  an   annual
             salary  ("Salary")  of One Hundred  Fifty  Thousand  Dollars
             ($150,000).

         b.   Reconciliation.  Employer  shall reconcile  on a  quarterly
             basis with Employee.  If fifty  percent (50%) of the  clinic
             profit exceeds  the  $37,500  salary for  the  quarter,  the
             Employer shall pay the  Employee the difference between  the
             quarterly salary and  the clinic profit  within thirty  (30)
             days of the  quarter end.   If  fifty percent  (50%) of  the
             clinic profit is less than the $37,500 quarterly salary, the
             Employer shall  offset  the deficiency  against  the  agreed
             amount due the Employee as of September 30, 2000.

         c.   Discretionary Bonuses and  Change of Base  Salary.  At  the
             sole discretion of  the Board  of Directors,  the Board  may
             approve from time  to time bonus  payments and/or change  in
             the rate  of  base  salary.   The  annual  salary  shall  be
             reviewed as of October1, 2001.

         d.     Stock Award.  In addition to  such compensation as is  to
             be payable to  the Employee  pursuant to  the provisions  of
             Section "a" above, the Employee shall be entitled to receive
             a stock award defined as follows:

               i.   As  added  consideration for  extending the  term of  the
               employment  agreement, the  Company, at its  cost, will  issue
               Three Million Two Hundred Fifteen Thousand  (3,215,000) shares
               of restricted common stock to Employee.

               ii.   For  financial  reporting and  tax purposes,  the  share
               price  shall be $.025 per share,  which is the estimated  fair
               market  value as of October 1, 2000.   The price per share  is
               subject  to review  by the  Company's auditors.   The  Company
               will  report the market  value as  additional compensation  on
               the  Employee's Form  W-2 in the  calendar year  in which  the
               stock is issued.
<PAGE>

   iii.  Said shares shall  be earned as follows  upon the completion of  two
   (2) years of  employment with  Employer from  the Effective  Date of  this
   Agreement:  One  half (1/2) of  said shares on  October 1,  2001, and  the
   remaining one half (1/2) on October 1, 2002.  Employee further agrees that
   said shares shall be returned to  AHI should Employee not fulfill the  two
   years of employment with Employer.   In addition, said shares are  subject
   to any reverse split  occurring subsequent to the  Effective Date of  this
   contract.

           e.   Unless otherwise agreed by Employer, the Employer's  sole
      and absolute discretion,  such agreement to  be in  writing and  in
      advance of earning  such fees or  other income, all  fees or  other
      income attributable  to Employee's  professional services  rendered
      during the term of  this Agreement, including  but not limited  to,
      fees derived from  lecturing, and considered  to be income  derived
      from and  under  the auspices  of  Employer, and  shall  belong  to
      Employer, with the exception of  various deposition fees earned  by
      Employee, not to exceed $2,500.00 in any year of employment.

     Section 2.              Computation of Employee's  Salary. For  purposes
 of this  Agreement,  the  term  "Net  Cash  Profits"  shall  be  an  amount,
 calculated as follows:

         a.  Net Cash Collections (minus) Clinic Expenses Before Employee
     Salary.

         b.  The  term  "Net  Cash  Collections"  shall  mean  all   cash
     collected by Employer for work done by Employee during the period in
     question by  Employee at  the Clinic,  including all  patient  fees,
     office visits, x-ray fees and other ancillary service fees, less any
     refunds or billing adjustments for such period.

         c.  The term "Clinic Expenses Before Employee Salary" shall mean
     the sum of all costs  related  to  the  services  performed  at  the
     Clinic, including, but not limited to, staff salaries and  benefits,
     office  rent, telephone and utilities,  costs of goods and services,
     insurance, including  malpractice insurance, marketing  expenses and
     other miscellaneous expenses, but exclusive of the salary payable to
     Employee as Salary.

 Employee shall have the right, from time to time, during business hours,  to
 inspect the books and records of Employer relating to the operations of  the
 Clinic, or  to  have Employee's  agents  inspect  the same,  to  review  the
 determination of Employee's Salary.

     Section 3.   Benefits.

         a.  Employee  Benefits.   The Employee  shall  be  entitled   to
     participate in the employee benefit programs  generally available to
     employees of the Employer,  and to receive such  benefits  for which
     his level of employment makes  him eligible,  all in accordance with
     the  Employer's policies as in  effect from time to  time during the
     term of this Agreement.
<PAGE>

         b.  Vacations.  The Employee shall be entitled to four (4) weeks
     of  vacation  after the  first  year  of  employment or such greater
     length of time as may be approved from time  to time by the Board of
     Directors of Employer during the  first full year of  his employment
     hereunder, with full pay in accordance with the  vacation  policy of
     Employer.  Such vacation is to be taken by the Employee at such time
     or times as  are  consistent with  the reasonable business  needs of
     Employer.   Vacation shall accrue as of the date hereof with respect
     to Employer's fiscal year 2000, and thereafter, as of the 1st day of
     each fiscal year  and  any  accrued vacation  time not  used  during
     the year in which it is available to be taken  will be lost and  not
     recoverable by employee in any manner.

         c.  Business Expenses.   The  Employee  shall be  reimbursed  in
     accordance with Employer's  policies for any  and all necessary  and
     reasonable business  expenses incurred  by the  Employee during  the
     term of this Agreement.

         d.  Holidays.   The Employee shall be entitled to such  holidays
     as the Board of Directors may approve for all employees of Employer.

         e.  Sick Leave.   The Employee shall be entitled to a maximum of
     five (5) days  paid  sick leave  per  year because  of  sickness  or
     accident.  The Employee shall accrue five (5) paid sick days on  the
     date of the commencement of this  Agreement and on each  anniversary
     date thereafter during the term of  this Agreement.  No unused  sick
     leave shall be carried over from one year to the next.  Unused  sick
     leave shall  be lost  and not  recoverable by  the employee  in  any
     manner.

         f.  Disability Leave.   Should  Employee   become   totally   or
     partially disabled  as  a result  of  sickness, accident,  or  other
     cause, to the extent that Employee is unable to effectively  perform
     the duties prescribed in this Agreement, Employee shall be  entitled
     to paid disability leave for a period not to exceed thirty (30) days
     disability leave, plus any unused sick  time or any unused  vacation
     accrued prior  to  the  disability period,  plus  any  holiday  time
     falling within the period of disability; provided that:

             (1) During  the  period  of  disability,  no  additional
             vacation days or sick days shall accrue;

             (2) Employee  shall  be  entitled   to  only  one   such
             disability leave during any one year; and

             (3) Employee must  complete at  least three  (3)  months
             continuous service  without disability  before  Employee
             shall be entitled to any subsequently accruing vacation,
             sick days or disability leave.

         g.  Pregnancy Leave.    If applicable,  Employer  shall  provide
         Employee with pregnancy  leave in  accord with relevant  Federal
         and State regulations.
<PAGE>

         h.  Life and Health Insurance.   Employer shall provide Employee
         with a term life insurance policy  with a value of Five  Hundred
         Thousand Dollars ($500,000.00).  The beneficiary of such  policy
         is nominated to be his spouse, B. D. Jones.  The Employer  shall
         also provide  health insurance  equivalent to  that provided  by
         Employer to other comparable employees of Employer upon Employee
         beginning  employment.  Employee  expressly  acknowledges   that
         Employee does not have any pre-existing medical conditions  that
         would negatively impact the Employers life and health  insurance
         costs.  If  Employee does have  pre-existing medical  conditions
         they are:

         ________________________________________________________________
         ________________________________________________________________
         ________________________________________________________________

         i.  Disability Insurance.   Employer shall provide Employee with
     disability insurance  equivalent to  that  provided by  Employer  to
     other comparable employees of Employer.

         j.  Malpractice Insurance.   Employer  shall  provide   Employee
     with occurrence malpractice  insurance in  an amount  not to  exceed
     five hundred thousand  dollars per occurrence,  one million  dollars
     aggregate as determined  by Employer; however,  should Employer  for
     any reason  be  unable  to obtain  occurrence  insurance  for  rates
     comparable to those related  to other chiropractic doctors  employed
     by Employer or  Employer's affiliates, Employer  may substitute  fee
     and tail insurance,  and Employer  shall have  no responsibility  to
     provide  continued   tail  insurance   should  this   Agreement   be
     terminated.  Nothing in this provision shall be construed to prevent
     Employer from terminating  this Agreement in  accordance with  other
     provisions herein.

         k.  Continuous Education.   Employee  is   encouraged   and   is
     expected,  from  time  to  time,  to  attend  scientific   meetings,
     professional conventions,  post-graduate courses  and seminars,  and
     other educational meetings  in Employee's  field of  practice.   Any
     costs incurred  by Employee  in connection  with  one week  of  such
     activities must  receive prior  written approval  of Employer.  Such
     expenses  of  attendance   shall  be   reimbursed  upon   Employee's
     presenting to Employer an itemized expense voucher with receipts for
     expenses to  be  reimbursed.   Expenses  in  excess  of  the  amount
     provided herein may be approved from the Employer, only in  writing,
     from time to time should conditions  warrant in the sole  discretion
     of the  Employer.  Both  parties  agree  that  continuing  education
     expenses are estimated at $2,000 annually.

     Section 4. Disability.  Notwithstanding anything herein to the contrary:

         a.  In the event of  permanent incapacity, this Agreement  shall
         terminate at the end of such disability period.

         b.  If prior to the end of any period of disability,  Employee's
         total or  partial disability  shall  have ceased,  and  Employee
         shall have  commenced to  perform Employee's  duties  hereunder,
         this Agreement  shall  continue in  full  force and  effect  and
         Employee shall be entitled to resume Employee's duties as though
         Employee had not been disabled.
<PAGE>


                                 ARTICLE IV
                    LOYALTY AND NON-COMPETITION AGREEMENT

     Section 1.   Loyalty.   Employee  shall devote  his full  time and  best
 efforts  to  the  practice  of  treating  patients  for  Employer  and   the
 performance of his duties required under this Agreement; provided, that  the
 expenditure of reasonable amounts of time  for personal or outside  business
 and charitable and professional activities shall  not be deemed a breach  of
 this Agreement as long as such activities do not interfere with the services
 required to be rendered by Employee to Employer hereunder.  During the  term
 of this Agreement, Employee  shall not at  any time or  place engage in  the
 practice of  medicine to  any  extent, except  under  and pursuant  to  this
 Agreement,  and  all  fees  or  other  income  attributable  to   Employee's
 professional services in performing  the  duties or like duties described in
 this Agreement, regardless  of  location, during the term  of this Agreement
 shall belong to Employer.

     Section 2.  Non-Competition Agreement.   Employee  recognizes  that  the
 Employer's willingness to  enter into  this formal  employment Agreement  is
 induced primarily because of the covenants  and assurances made by  Employee
 herein, and that irrevocable  harm and damage will  be done to Employer  and
 the Clinic in the event that Employee competes with Employer within the area
 cited herein.  Therefore:

         a.  Employee agrees that during the  term of this Agreement  and
         for a  period of  one (1) year  thereafter, Employee  will  not,
         without the  prior written  consent of  Employer (which  consent
         shall not  be unreasonably  withheld provided  the activity  for
         which  consent  is  requested  does  not  adversely  affect  the
         operations of the Clinics), directly or indirectly own,  manage,
         operate, control, joint venture,  participate in the  management
         or control of, be  employed by, or lend  Employee's name to  any
         enterprise whatsoever not in  existence upon the Effective  Date
         of this Agreement having to do  with the provision or  marketing
         of any  chiropractic  or  related  services,  whether  inpatient
         (routine or ancillary)  or outpatient, or  any item(s) of  major
         equipment that are furnished, provided, or operated by  Employer
         in competition with Employer  within a ten  (10) mile radius  of
         the Clinic.

         b.  Should Employee  default in  the performance  of  Employee's
         obligation pursuant to  this Section, Employer  may enforce  any
         and all  remedies  available at  law  or in  equity,  including,
         without limitation, the right to seek injunctive relief, without
         the necessity of posting bond therefore, (Employee and  Employer
         hereby agree  that it  shall not  be necessary  on the  part  of
         Employer to  prove  irreparable  harm), the  right  to  sue  for
         damages, and the right  to immediately terminate this  Agreement
         with respect  to  Employee.   All  of  such  remedies  shall  be
         cumulative, and the pursuit of one shall not exclude any  other.

         c.  Employee further agrees that if any restriction contained in
         this Section is held by any  court of competent jurisdiction  to
         be unreasonable and unenforceable,  a portion thereof or  lesser
         restriction shall be  enforced in  its place  and the  remaining
         restrictions contained herein shall be enforced independently of
         each other.
<PAGE>

         d.  Notwithstanding the  provisions of  Paragraph a. above  this
         Section 2, the  Employee may  invest in  the securities  of  any
         enterprise  (but   without   otherwise  participating   in   the
         activities of such enterprise) if (i) such securities are listed
         on any national  or regional  securities exchange  or have  been
         registered under Section 12(g) of the Securities Exchange Act of
         1934 and (ii) the Employee does not beneficially own (as defined
         in Rule 13d-3 promulgated under  the Securities Exchange Act  of
         1934) in excess of 5% of  the outstanding capital stock of  such
         enterprise.


                                    ARTICLE V
                RECRUITMENT OF EMPLOYEES; SOLICITATION OF PATIENTS


     Section 1. Recruitment of Employees.   Employee acknowledges and  agrees
 that Employer has  expended and will  continue to  expend substantial  time,
 effort and  money  in training  its  professional employees.    Accordingly,
 Employee agrees that  he will  not, during the  term of  this Agreement  and
 during an additional one (1) year thereafter, employ, engage or solicit  the
 employment of  any employee  or former  employee of  Employer or  any  other
 member of  the Employer  Group  without the  prior  approval in  writing  of
 Employer, for purposes of employment by or any consulting relationship  with
 himself or any  other person,  firm or corporation.   For  purposes of  this
 Section, the  term  "former employee"  shall  mean any  individual  who  was
 employed by  Employer at  any time  during the  12-month period  immediately
 preceding the date such individual is to be employed by Employee.

     Section 2.     Solicitation of Patients.   Employee   acknowledges   and
 agrees that Employer  the has  expended a substantial  sum of  money in  the
 operation of the  Clinic.  Accordingly,  Employee agrees that  he will  not,
 during the term  of this Agreement  and during an  additional two (2)  years
 thereafter, either directly or indirectly, make any use of or make known  to
 any competing person, firm, or corporation the names or addresses of any  of
 the patients (or  former patients) of  the Clinic or  any other  information
 pertaining to said patients, or call on, solicit or take away, or attempt to
 call on, solicit or take away, any  of the patients (or former patients)  of
 the Clinic, for commercial or competitive purposes either for himself or for
 any other person, firm, or corporation.

     Section 3.   Definition.   As used herein,  the phrase "Employer  Group"
 means the Employer, and any entity that directly or indirectly controls,  is
 controlled by,  or is  under  common control  with,  the Employer,  and  for
 purposes of  this definition  "control" means  the possession,  directly  or
 indirectly, of the power to direct or cause the direction of the  management
 and policies  of  such  entity, whether  through  the  ownership  of  voting
 securities, by contract or otherwise.

     Section 4.   Remedies.   In the event of  a breach or threatened  breach
 by Employee of the provisions of the Article VI, Employee and Employer agree
 that Employer's remedy at law would be inadequate and that Employer shall be
 entitled, at its election,  to injunctive relief,  without the necessity  of
 posting bond  therefore, against  such breach  or threatened  breach and  to
 specific performance of this Agreement, in addition to any other remedies at
 law or equity available to Employer.
<PAGE>


                                  ARTICLE V
                          MISCELLANEOUS PROVISIONS

     Section 1.   Patient Records.   All  case  records, case  histories,  or
 personal and  regular  files  concerning  patients  of  Employer  which  are
 consulted, interviewed or treated and cared for by Employee shall belong  to
 and remain the property of Employer; provided, however, upon termination  of
 this  Agreement,  Employee  shall  have  the  privilege  of  reproducing  at
 Employee's own expense any of such patient's records so treated or cared for
 by  Employee  during  Employee's   employment  by  Employer,  upon   written
 authorization of the  patient.  Should  Employer become dissolved,  Employer
 shall notify Employee and Employee shall have the  privilege of  copying  or
 custody  of  such patient  records  at  Employer's election,  at  Employee's
 expense, after which Employer shall be under  no further duty to Employee to
 maintain such records.

     Section 2. Waiver of Breach or Violation.   The waiver  by either  party
 of a  breach or  violation of  any  provision of  this Agreement  shall  not
 operate as or be construed to  be a waiver of  any subsequent breach of  any
 provision of this Agreement.

     Section 3.   Notices.   All notices  required or permitted  to be  given
 under this  Agreement  will be  sufficient  if furnished  in  writing,  when
 personally delivered or on the third (3rd) day after deposited in the United
 States mails, by  certified or  registered mail,  return receipt  requested,
 postage prepaid, at  the respective addresses  of Employer  and Employee  as
 shown on the signature page hereto.   Either party may change by notice  the
 address to which notices are to be sent.

     Section 4.    Governing Law.   This  Agreement  shall  be   interpreted,
 construed,  and governed  according  to the laws of  the State of Louisiana.
 Employee agrees that venue for any disputes is Dallas County Texas.

     Section 5.   Paragraph Headings.   The paragraph  headings contained  in
 this Agreement are for convenience only and shall in no manner be  construed
 as a part of this Agreement.

     Section 6.   Legal  Construction.   In  case  any one  or  more  of  the
 provisions contained in this  Agreement shall for any  reason be held to  be
 invalid,  illegal,  or  unenforceable  in  any  respect,  such   invalidity,
 illegality, or unenforceability  shall not affect  any other provision,  and
 this  Agreement  shall  be  construed  as  if  such  invalid,  illegal,   or
 unenforceable provision had never been included in the Agreement.

     Section 7.   Prior  Agreements  Superseded and Release of Prior  Claims.
 This  Agreement constitutes the sole agreement  of the parties with  respect
 to employment  and compensation  of the  Employee and  supersedes any  prior
 understandings or written  or oral  agreements, or  obligations between  the
 parties, including but not limited to any claims for past compensation owed,
 all prior agreements and representations being merged herein.
<PAGE>

     Section 8.   Assignment.   This  Agreement is  personal to  each of  the
 parties hereto, and, except as otherwise provided, neither party hereto  may
 assign, transfer in any way, or  delegate any of their respective rights  or
 obligations hereunder.  This Agreement and all of the rights and obligations
 of Employer hereunder may be assigned or transferred by it, in whole but not
 in part,  to and  shall be  binding upon  and inure  to the  benefit of  any
 "affiliate" of  Employer, but  any such  assignment  or transfer  shall  not
 relieve Employer of any obligations hereunder.

     Section 9. Arbitration.  As part of the consideration for this contract,
 both Employer  and Employee  agree that any  disputes under  this  agreement
 shall be resolved through binding arbitration  in accordance with the  rules
 of the American Arbitration Association.   Venue for such arbitration  shall
 be in Dallas, Texas.  The  decision and/or award of the arbitrator(s)  shall
 be final and may be enforced in any court having jurisdiction over the party
 against whom enforcement is sought.    In the event either party resorts  to
 legal action to  enforce the  terms and  provisions of  this Agreement,  the
 prevailing party shall be  entitled to recover the  costs of such action  so
 incurred, including, without limitation, reasonable attorneys' fees.

     Section 10. Gender and Number.   Whenever the  context hereof  requires,
 the gender of all  words shall include the  masculine, feminine, and  neuter
 and the number of all words shall include the singular and plural.

     Section 11.  Amendments and Agreement Execution.   This  Agreement   and
 amendments  thereto  shall  be in writing  and executed in  multiple copies.
 Each multiple copy  shall be  deemed an  original, but  all multiple  copies
 together shall constitute one and the same instrument.

     Section 12. Representation.   Employee  acknowledges that  Employee  was
 given the time  and opportunity to  retain legal counsel  prior to  entering
 into this Agreement and that Employee does so at his/her own free will  with
 not undue influence by Employer or its agents.

     IN WITNESS WHEREOF, the parties have  executed this Agreement as of  the
 effective date stated above.

 EMPLOYEE:                         EMPLOYER:

                                   United Chiropractic Clinic of Uptown, Inc.



 ___________________               By:_______________________________
  Dr. Jeffrey Jones, D.C.              Dr. J. W. Stucki, President


 Address:                                Address:

 _____________________________     1300 W. Walnut Hill Lane, Suite 275
 _____________________________     Irving, Texas 75038