EXHIBIT 10.24


                      ASSET SALE AND PURCHASE AGREEMENT




                         SALE  AND PURCHASE AGREEMENT
                                BY AND BETWEEN

                     ACME CORPUS CHIROPRACTIC CLINIC, LLC
                        LAREDO FAMILY ENTERPRISES, LLC
                        ACME CHIROPRACTIC CLINIC, LLC
                                     AND
                          AMERICAN HEALTHCHOICE, INC





                      ASSET SALE AND PURCHASE AGREEMENT

 This Sale and Purchase  Agreement  ("Agreement")  dated  as of September  1,
 2000, by and  between American HealthChoice,  Inc., a  New York  Corporation
 with its main  offices located  at 1300 West  Walnut Hill  Lane, Suite  275,
 Irving, Texas, 75038, ("Purchaser"),  and  Acme Corpus Chiropractic  Clinic,
 LLC, a Texas limited  liability company, located  2122 Baldwin Blvd,  Corpus
 Christi, Texas, 78405, ("Corpus"),  Laredo Family Enterprises, LLC,  located
 at 118 West  Village, Laredo, Texas,  78042, ("Laredo"), Acme  Chiropractic,
 LLC, located at 2480 West Highway 77, Suite 2, San Benito, Texas 78586, (San
 Benito) and all three collectively as ("Sellers").


                                 INTRODUCTION


 Sellers desire to sell and Purchaser  desires to purchase all of the  Assets
 as set forth herein of Acme  Corpus Chiropractic Clinic, LLC, Laredo  Family
 Enterprises, LLC, Acme  Chiropractic, LLC (the  "Companies")  on  the  terms
 and conditions set forth in this Agreement.

 In consideration of the mutual promises  of the parties; in reliance on  the
 representations, warranties,  covenants, and  conditions contained  in  this
 Agreement; and for other good and valuable consideration, the parties  agree
 as follows:


                           ARTICLE I - DEFINITIONS

      1.1  Definitions.  For purposes of this Agreement, the following  terms
 shall have the meanings set forth below:

      "Accounting Period"  shall mean  the Period  of  September 1,  2000  to
 August 31, 2001 and September 1, 2001 to August 31, 2002.

      "Acquisition  Documents"  shall  mean  the  documents  described  under
 Section 2.7 herein.
<PAGE>

      "Action"  shall   mean  any   action,  suit,   litigation,   complaint,
 counterclaim,  claim,   petition,  mediation   contest,  or   administrative
 proceeding, whether  at law,  in equity,  in arbitration  or otherwise,  and
 whether conducted by or before any Government or other Person.

      "Assets" shall mean the Assets listed on Schedule 1.1 attached as  part
 of Exhibit "A" and shall not include any asset not so identified.

      "Assumed Liabilities" shall  mean (i) all  obligations of Sellers  that
 accrue after  the  Closing  under  the terms  of  the  Contracts,  (ii)  all
 obligations of Sellers under the Contracts that accrue prior to the  Closing
 but which are  not due for  payment until after  the Closing  and which  are
 taken into account in computing the Purchase Price pursuant to Section  2.3,
 (iii) obligations  arising after  the Closing  under any  Permits which  are
 assigned to Purchaser,  (iv) all Property  Taxes and  all other  obligations
 with respect to the Assets that  accrue after the Closing, (v) all  accounts
 payable as  of September  1, 2000,  except as  provided for  herein,  (viii)
 accrued vacation of Personnel assumed pursuant  to Section 6.3(c), and  (ix)
 all contracts or leases for equipment and premises as set forth in  Schedule
 3.5 and employees in Schedule 3.13.

      "Bankruptcy Proceeding" shall mean the Chapter 11 filing, Case No.
 99-37314-HCA-11, filed on October 19, 1999 by Purchaser

      "Bill of Sale  and Assignment Agreement"  shall mean  an instrument  in
 substantially the form of Exhibit A hereto pursuant to which the Assets will
 be transferred and  assigned to  Purchaser at  the Closing  and pursuant  to
 which Purchaser will assume the Assumed Liabilities.

      "Business" shall mean the business of owning and operating the  Clinics
 as conducted prior to the Closing by Sellers.

      "Clinics" shall mean the clinics: Acme Corpus Chiropractic Clinic, LLC,
 a located 2122  Baldwin Blvd, Corpus  Christi, Texas,  78405; Laredo  Family
 Enterprises, LLC, located at  118 West Village,  Laredo, Texas, 78042;  Acme
 Chiropractic, LLC, located  at 2480 West  Highway 77, Suite  2, San  Benito,
 Texas 78586.

      "Closing" shall have the meaning set forth in Section 2.11 hereof.

      "Code" shall mean the United States  Internal Revenue Code of 1986,  as
 amended, and all regulations thereunder.  Any reference herein to a specific
 section or sections of the  Code shall be deemed  to include a reference  to
 any corresponding provision of future law.

      "Consents" shall mean all consents, approvals, and estoppels of  others
 which are required to be obtained  in order to effect the valid  assignment,
 transfer, and  conveyance to  Purchaser of  the Material  Contracts  without
 resulting in any default thereunder.

      "Contracts" shall mean all  contracts, agreements, real estate  leases,
 and leases of equipment or other  personal property that relate  exclusively
 to the Business.
<PAGE>

      "Default" shall mean an event of default as defined in any contract  or
 other agreement or instrument, or any event which, with the passage of  time
 or giving of notice or both, would  constitute an event of default or  other
 breach under such document or instrument.

      "EBITDA" shall  mean Net  Clinic Collections  less Clinic  Expenses  in
 accordance with Generally Accepted Accounting Principles (GAAP).

      "Effective Time"  shall  have the  meaning  set forth  in  Section  2.5
      hereof.

      "Financial Statements" shall mean the year-end financial statements  or
 any interim  financial statements  that the  Sellers  keep in  their  normal
 course of business.

      "Forum" shall mean  any federal,  state, local,  municipal, or  foreign
 court, governmental agency, administrative body or agency, tribunal, private
 alternative dispute resolution system, or arbitration panel.

      "Government" shall  mean  any  federal,  state,  local,  municipal,  or
 foreign government  or any  department, commission,  board, bureau,  agency,
 instrumentality, unit, or taxing authority thereof.

      "Hazardous Material" shall mean all substances and materials designated
 as hazardous  or toxic  as of  the date  hereof pursuant  to any  applicable
 Environmental Law.

      "Knowledge of Sellers" (or words of like effect) when used to qualify a
 representation, warranty, or other statement shall mean the actual knowledge
 of Sellers' executive officers.

      "Leases" shall mean all of the existing leases as set forth on Schedule
 3.5.

      "Material Adverse Effect" or "Material Adverse Change" shall mean  with
 respect to the Purchased Assets any material adverse effect or change in the
 condition (financial or otherwise), of the business, results of  operations,
 prospects, liabilities  or  the Purchased  Assets,  not of  the  Purchaser's
 fault, that  would  prevent the  Sellers  from completing  the  transactions
 contemplated by this Agreement, or any event or condition which would,  with
 the passage  of  time, constitute  a  Material Adverse  Effect  or  Material
 Adverse Change.

      "Material Contracts"  shall mean  all Contracts  that involve  monetary
 obligations of  Sellers of  more than  $20,000  per year  and that  are  not
 cancelable by Sellers  upon thirty days  notice or less  without penalty,  a
 list of which are set forth on Schedule 3.11.

      "Minor Contracts"  shall  mean  all Contracts  that  are  not  Material
 Contracts.

     "Net Clinic Collections" shall mean the greater of (i) sixty five  (65%)
 percent of patient billings or (ii) cash collections of patient billings for
 the Accounting Period.
<PAGE>

     "Net Clinic Expense" shall  mean expenses incurred by  the clinic on  an
 accrual basis in accordance with GAAP.  Clinic expenses include salaries and
 wages,  payroll  taxes,  health  insurance  premiums,  contractor  payments,
 building rent and all  other expenses attributable to  the clinic.   General
 corporate expenses  of  Purchaser  and expenses  related  to  Dr.  Voracek's
 employment are expressly not a clinic expense.

      "Net Goal"  shall mean Earnings Before Income, Taxes, Depreciation  and
 Amortization (EBITDA) to the Purchaser of One Million Five Hundred  Thousand
 Dollars ($1,500,000)  for each  Accounting Period  of September  1, 2000  to
 August 31, 2001 and for September 1, 2001 to August 31, 2002.

      "Orders" shall mean all  applicable orders, writs, judgments,  decrees,
 rulings, consent agreements,  and awards of  or by any  Forum or entered  by
 consent of the party to be bound.

      "Permits"  shall  mean  all  rights  of  Sellers  under  any   license,
 certificates of occupancy, and permits or approvals of any nature, from  any
 Government which  relate exclusively  to the  Business, the  Clinic, or  the
 Assets.

      "Person" shall include an individual, a partnership, a joint venture, a
 corporation,  a  limited  liability  company,  a  trust,  an  unincorporated
 organization, a government, and any other legal entity.

      "Personnel" shall mean all of the Physician and non-Physician employees
 of Sellers employed at the Clinics, however in no way shall this  definition
 limit the assignment of the employment contracts assumed and assigned  under
 Schedule 3.13 and the Acquisition Documents.

      "Physician" shall mean any individual who is a licensed chiropractor in
 the state of Texas.

      "Property Taxes" shall mean all ad valorem, real property, and personal
 property taxes, all general and special private and public assessments,  all
 other property taxes, and all similar obligations pertaining to the Assets.

      "Schedules" shall mean the numbered sections of the Schedule Section.


                        ARTICLE II - PURCHASE AND SALE

     2.1   Purchase and Sale.  Upon the  terms and subject to the  conditions
 set forth in this  Agreement, at the Closing  Sellers shall sell,  transfer,
 and assign to Purchaser all of Sellers' right, title, and interest in and to
 the Assets free and clear of any mortgage, security interest, lien,  charge,
 claim, or other encumbrance  of any nature  except the Assumed  Liabilities,
 and Purchaser shall purchase the Assets from Sellers for the Purchase  Price
 set forth in Section 2.3.

     2.2   Assumption of Liabilities.   As of  the Effective Time,  Purchaser
 shall assume  all  of the  Assumed  Liabilities.   Except  for  the  Assumed
 Liabilities, Purchaser does not hereby assume or agree to assume or pay  any
 obligations,  liabilities,   indebtedness,  duties,   responsibilities,   or
 commitments of  Sellers  or any  other  Person, of  any  nature  whatsoever,
 whether known or  unknown, absolute or  contingent, due or  to become due.
 Assumed Liabilities are set forth in Schedule 2.2.
<PAGE>

    2.3    Purchase Price.  The purchase price for the Assets (the  "Purchase
 Price") shall be Six Million Dollars ($6,000,000), of which (i) Nine Hundred
 Thousand ($900,000) shall be paid in cash at closing in a manner  acceptable
 to  the  Parties;  and  (ii)  Five  Million  One  Hundred  Thousand  Dollars
 ($5,100,000) shall be paid in equity  at closing consisting of (a)  Fourteen
 Million shares  (14,000,000) of  American HealthChoice,  Inc., (AHI)  common
 stock; and  (b)  two separate  certificates,  each for  Ten  Million  Shares
 (10,000,000),  for   the  remaining   balance  of   Twenty  Million   shares
 (20,000,000) of American HealthChoice, Inc., (AHI) common stock.

    2.4    Escrow Shares.  The two certificates for the Twenty Million Shares
 shall be placed in escrow (the  "Escrow Shares") for possible redemption  by
 Purchaser.    Until certain Escrow  Shares are no  longer redeemable by  the
 Purchaser and there  are no adverse  claims made by  the Purchaser, and  the
 Escrow Shares have  been beneficially held  by Seller for  at least two  (2)
 years, Purchaser agrees to give Seller a first lien security interest in the
 Assets purchased pursuant to the Security Agreement and Financing  Statement
 attached hereto as Exhibit B (the "Security Agreement").

    2.5   Redemption. Seller agrees to allow redemption of the Escrow Shares,
 at par value ($0.001), to enable  the Purchaser to purchase back the  Escrow
 Shares based on  the EBITDA  for the  first and  second Accounting  Periods.
 Redemption, if applicable, shall be as follows:

        (a)     The Seller agrees that the  Clinics, if managed and  operated
   properly, should return,  an EBITDA to the  Purchaser of One Million  Five
   Hundred Thousand Dollars ($1,500,000)  (the "Net Goal") for the period  of
   September 1, 2000 to August 31, 2001 (the "First Accounting Period"),  and
   the same for  the following year of September 1,  2001 to August 31,  2002
   (the "Second Accounting Period").

        (b)     Seller retains the right to inspect the books of Purchaser at
   any  reasonable time,  and Purchaser  shall  provide to  Seller  quarterly
   reports  in reasonable  form  detailing  the financial  position  of  each
   Clinic.

        (c)     As of September 1, 2000, Seller shall be entitled  beneficial
   ownership of the Escrow Shares.  However, should Seller's combined  Clinic
   EBITDAs for  the First Accounting  Period not reach  the One Million  Five
   Hundred Thousand Dollar ($1,500,000) Net Goal, the Purchaser shall  divide
   the EBITDA number actually reached  in the First Accounting Period by  the
   Net  Goal and  then  multiply this  number  against half  or  Ten  Million
   (10,000,000) of  the Escrow Shares to  arrive at the Nonredeemable  Shares
   (((Actual EBITA / $1,500,000) * 10,000,000) = Nonredeemable Shares).   The
   Purchaser then shall have the right  to purchase back from the Seller  the
   difference  between  the   Ten  Million  Shares  (10,000,000)  minus   the
   calculated  Nonredeemable  Shares.    Examples  of  this  calculation  are
   attached in the  form of Schedule 2.5(c).    The Purchaser shall then  pay
   the Seller par  value at one tenth of one  percent (.001) for each  Escrow
   Share redeemed.

        (d)     For the  Second Accounting  Period of  September 1,  2001  to
   August 31, 2002, if applicable, the Purchaser shall be entitled to  redeem
   the remaining Escrow  Shares on September 1, 2002,  in the same manner  as
   set forth under Section 2.5(c) above.
<PAGE>

        (e)     Purchaser agrees that Seller is in fact the beneficial holder
   of the  Escrow Shares  as defined  under the  Securities Act  of 1933,  as
   amended.  The  intent  of the  Escrow  Agreement  is  not  to  retain  any
   ownership interests in the Escrow  Shares but to only guarantee the  right
   to purchase  back from Seller  a prorated amount  of shares should  Seller
   not meet the Net Goal.

      2.6  Purchase  Price  Adjustment.    Purchaser  agrees  to  adjust  the
 purchase price  for  the  Assets  if  the  average  price  of  the  American
 HealthChoice, Inc., (AHI) Common Stock  remains below fifteen cents  ($0.15)
 per share during the preceding ninety trading days of the beginning of  each
 Accounting Period.  Said Price Adjustment,  if applicable, shall be made  by
 issuing additional AHI Common  Shares to Seller, at  Purchaser's cost, on  a
 prorated basis as follows:

        (a)       The price of the  AHI Common Shares shall be determined  by
   average of the closing bid price of the Common Stock, as reported by  Over
   The  Counter   Bulletin  Board  (OTCBB)  for   the  ninety  trading   days
   immediately preceding the first adjustment date of September 1, 2001  (the
   "First Adjustment Price") and for the second adjustment date of  September
   1, 2002 (the "Second Adjustment Price").

        (b)       The first  Adjustment Date of September  1, 2001 will  only
   apply to  the Fourteen Million  Shares (14,000,000)  issued under  Section
   2.3(ii)(a) and one certificate of Ten Million Escrow Shares under  Section
   2.3(ii)(b) after a  determination for the amount  of shares from the  said
   Ten Million  Escrow Shares that  are Nonredeemdable  Shares under  Section
   2.5(c),  for a  combined amount  of shares  eligible for  adjustment  (the
   "First Adjustable  Shares"). The Purchaser shall  then take the per  share
   difference of  the First Adjustment  Price and Fifteen  Cents ($0.15)  and
   multiply this  difference times the First  Adjustable Shares to arrive  at
   the "First  Net Adjusted Price."   Purchaser shall  then divide the  First
   Net Adjusted Price by the  First Adjustment Price to determine the  amount
   of Adjusted Shares  to be issued to Sellers  for the First Purchase  Price
   Adjustment.

        (c)       The second Adjustment  Date of September 1, 2002 will  only
   apply to  the remaining  certificate of  Ten Million  Escrow Shares  under
   Section 2.3(ii)(b) after a determination for the amount of  Nonredeemdable
   Shares  under  Section  2.5(d)  (the  "Second  Adjustable  Shares").   The
   Purchaser  shall  then  take  the  per  share  difference  of  the  Second
   Adjustment Price  and Fifteen Cents ($0.15)  and multiply this  difference
   times the Second Adjustable Shares  to arrive at the "Second Net  Adjusted
   Price."  Purchaser shall then divide the Second Net Adjusted Price by  the
   Second Adjustment Price to determine  the amount of Adjusted Shares to  be
   issued to Sellers for the Second Purchase Price Adjustment.

        (d)       Seller  Agrees that  any Adjusted  Shares issued  shall  be
   restricted securities and not eligible for future adjustments.
<PAGE>

     2.7   Deliveries at  the  Closing. (a)  At  the Closing,  Sellers  shall
 deliver to Purchaser the following:

        (i)     The Bill  of  Sale and Assignment Agreement, duly executed by
                Sellers;

        (ii)    Any  other  documents that Purchaser  may reasonably  request
                prior to the Closing in order to effectuate  the transactions
                contemplated hereby.

      (b)  At the Closing Purchaser shall deliver to Sellers the following:

        (i)     The funds constituting the Asset Purchase Price;

        (ii)    The Bill of Sale and Assignment Agreement, duly executed by
                Purchaser;

        (iii)   The Escrow Shares in the name previously designated by Seller
                to the Escrow Agent;

        (iv)    Employment Contract for Dr. Voracek, DC;

        (v)     The Security Agreement; and

        (vi)    Any other documents that Sellers may reasonably request prior
                to the Closing; and

    2.8    Transfer of Operations.   Purchaser shall be entitled to immediate
 possession of, and  to exercise all  rights arising under,  the Assets  from
 12:01 on September 1,  2000, and operation of  the Assets shall transfer  at
 such time, except as otherwise provided herein.  The risk of loss or  damage
 by fire, storm, flood, or other  acts of God shall  be in all respects  upon
 Sellers prior to the Effective Time and upon the Purchaser thereafter.

    2.9  Employment Of Dr. Voracek. To ensure proper management of the Assets
 purchased, Dr.  David  P.  Voracek  shall  receive  an  employment  contract
 attached as Exhibit C.

    2.10 Closing.   The closing of the transactions described in this Article
 II (the "Closing") shall take place at the Purchaser's Irving, Texas, office
 or other location that the Parties  may mutually agree upon  contemporaneous
 with the execution hereof.

    2.11 Allocation of Purchase Price.  The Purchase Price shall be allocated
 among the various  Assets as set  forth on Exhibit  D hereof, which  Exhibit
 shall be prepared by the parties and attached hereto at Closing.  Each party
 hereby agrees that it  will not take  a position on  any income tax  return,
 before any governmental  agency charged with  the collection  of any  income
 tax, or in any  judicial proceeding that is  inconsistent with the terms  of
 this Section 2.11, The parties shall complete a Form 8594 as of the  Closing
 based upon Exhibit D.
<PAGE>

    2.12    Further  Assurances.   From  time  to  time  after the Closing at
 Purchaser's request  and expense,  Sellers shall  execute, acknowledge,  and
 deliver to Purchaser such other instruments  of conveyance and transfer  and
 shall take such other actions and execute and deliver such other  documents,
 certifications, and further assurances  as Purchaser may reasonably  require
 to vest more  effectively in Purchaser,  or to put  Purchaser more fully  in
 possession of, any of the Assets, or to better enable Purchaser to complete,
 perform and  discharge the  Assumed Liabilities.    Each party  hereto  will
 cooperate with the other and execute  and deliver to the other party  hereto
 such other instruments and documents and  take such other actions as may  be
 reasonably requested  from  time  to  time by  any  other  party  hereto  as
 necessary to carry out, evidence, and  confirm the intended purpose of  this
 Agreement.

           ARTICLE III - REPRESENTATIONS AND WARRANTIES OF SELLERS

      Subject to the limitations and exceptions  set forth in this  Agreement
 and in the  Schedules attached hereto,  to the best  of Sellers'  knowledge,
 Sellers hereby represents and warrants to Purchaser as follows:

      3.1    Organization and Good  Standing.     Sellers are  duly organized
 validly existing and in good standing under the laws of the State of  Texas.
  Sellers have  the corporate  power to  execute,  deliver and  perform  this
 Agreement  and  all  other  agreements,  instruments  and  documents  to  be
 delivered  herewith  or  pursuant  hereto   and  the  consummation  of   the
 transactions provided  for herein  and all  such agreements,  documents  and
 instruments are the valid and binding  obligation of Sellers enforceable  in
 accordance with their respective terms.

      3.2    Authorization.     The  execution, delivery  and  performance by
 Sellers of this Agreement and the documents  described  in  Section  2.7  to
 which Sellers are or will become a party (collectively with this  Agreement,
 the "Acquisition Documents") will not violate any provision of law or result
 in the breach of, or constitute a  default under, or result in the  creation
 of any lien, charge or encumberance upon  any of the Assets being sold.  The
 Acquisition Documents to which Sellers are  a party have been or at  Closing
 will have been duly authorized by the required corporate action and will  be
 duly executed and delivered by Sellers and constitute or will constitute the
 legal, valid and binding obligations  of Sellers, enforceable in  accordance
 with their respective terms.

      3.3 Litigation.  There are no non-disclosed actions, suits, litigation,
 claims, administrative  or  other  proceedings  ("Action")  or  governmental
 investigations pending or,  to Sellers' knowledge,  which would prevent  the
 transaction  contemplated  by  this  Agreement.  The  consummation  of   the
 transactions contemplated by  this Agreement  will not  require any  further
 consent, approval,  authorization  or order  of  any court  or  governmental
 authority.

      3.4   Assets.   Sellers will convey  to Purchaser at  Closing, good and
 marketable title to all of the Assets, free and clear of all claims,  liens,
 agreements, security interests and encumbrances of any.  The  equipment  and
 machinery of  Sellers are  in good  repair and  operating condition and have
 been maintained in the  ordinary course  of business.  Assets are sold as is
 where is.
<PAGE>

      3.5  Leases.  Schedule 3.5 contains a complete and accurate description
 of the terms of all Leases pursuant to which Sellers lease real or  personal
 property, including a general description of  the leased property or  items,
 the  term,  the  monthly  rent,  any  and  all  renewal  options,  and   any
 requirements for the consent of third parties to assignments of the  Leases.
 All  the Leases are valid, binding and enforceable in accordance with  their
 terms and  in full  force and  effect.   Sellers have  no knowledge  of  the
 occurrence of any event of default by Sellers under the Leases which  (which
 with or without notice, lapse of time or both or the happening or occurrence
 of any other  event) would constitute  a default thereunder  on the part  of
 Sellers.  Purchasers agree to reimburse Sellers for all lease deposits.

      3.6   Compliance with Laws.  To the Sellers' knowledge, the Sellers have
 not violated  and are  in compliance  with all  laws, statutes,  ordinances,
 regulations, rules  and  orders of  any  foreign, federal,  state  or  local
 government  and  any  other  governmental  department  or  agency,  and  any
 judgment, decision, decree  or order of  any court  or governmental  agency,
 department or authority, relating to the Assets or the Practice,  including,
 without limitation, Environmental Laws and  the Medicare and Medicaid  self-
 referral ("Stark"), fraud and abuse provisions of the Social Security Act or
 any similar provisions of any other  federal, state and local laws  relating
 to kickbacks, illegal referrals, illegal billings or the like.  Sellers have
 not received  notice that,  or otherwise  been advised  that, it  is not  in
 compliance with any governmental or regulatory requirements.

      3.7     Financial  Information.  Schedule  3.7  contains  the financial
 information pertaining to the Clinics, all of which is accurate and complete
 in all material respects as management tools. Such financial information  in
 Schedule 3.7 have been prepared by Sellers' in-house accountant and  audited
 by an independent  auditor for the  twelve months ended  December 31,  1999,
 approved by Purchaser, and each such financial information represents fairly
 in all  material respects  as of  its  date the  financial position  of  the
 Sellers.  Said  financial information shall  also contain similar  unaudited
 financial records for the eight months ended August 31, 2000.

      3.8    No Adverse  Change. Since the  date of the financial information
 described in Schedule 3.7, there has been no Material Adverse Change in  the
 Assets, nor has there been any conducting  of the Clinics other than in  the
 ordinary course of business.

      3.9 Permits, Licenses, Certifications, and Authorizations. Sellers have
 all necessary licenses, permits, certificates, authorizations, consents, and
 approvals required by law  or any governmental authority  or agency for  the
 conduct of the Practice as and where presently conducted.

     3.10 Contracts. (a) Each Material Contract is a valid agreement, without
 any material default of Sellers thereunder, and to the knowledge of Sellers,
 without any default on the part of any other party thereto.  If an event  of
 default has occurred Sellers agree to  remedy any default. To the  knowledge
 of Sellers, no event or occurrence has transpired which with the passage  of
 time or  giving  of notice  or  both will  constitute  a default  under  any
 Material Contract.   A list of  each Material Contract  and every  amendment
 thereto or other  agreement or  document relating  thereto is  set forth  as
 Schedule 3.10 to this  Agreement.  True and  correct copies of the  Material
 Contracts (and any  amendments thereto)  have been  or will  be provided  to
 Purchaser at least five days prior to Closing.
<PAGE>

      (b)  Except as set  forth in Schedule  3.10, no  Material Contract  has
 been assigned by Sellers or any  interest granted therein by Sellers to  any
 third party, or is subject to any mortgage, pledge, hypothecation,  security
 interest, lien, or other encumbrance or claim, except the security interests
 and liens in favor of the granting party, all of which shall be released  or
 assumed at or prior to Closing.

     3.11 Non-Contravention.  Subject to obtaining the consents to assignment
 of the  Material  Contracts  set forth  on  Schedule  3.10,  the  execution,
 delivery and performance of this Agreement  will not violate or result in  a
 breach of any term of Sellers'  Articles of Incorporation or Bylaws,  result
 in a breach  of any agreement  or other instrument  to which  Sellers are  a
 party (except for defaults  under Minor Contracts where  the consent of  the
 other party or parties to such  contract to the assignment thereof will  not
 be obtained) or violate any law or any order, rule, or regulation applicable
 to Sellers  of any  Forum having  jurisdiction over  Sellers; and  will  not
 result in the creation or imposition of any lien, charge, or encumbrance  of
 any nature  whatsoever upon  any of  the Assets.   Except  as set  forth  on
 Schedule 3.12 and except  for consents required  under Minor Contracts,  and
 approval by the Bankruptcy Court for the Northern District of Texas,  Dallas
 Division, the execution, delivery and performance of  this Agreement and the
 other  Acquisition  Documents  executed  in  connection  herewith,  and  the
 consummation of  the  transactions  contemplated hereby  and thereby  do not
 require any filing  with, notice to  or consent,  waiver  or approval of any
 third party, including but not limited to, any Forum.

     3.12   Employment Contracts, Etc.  Except as listed  on  Schedule  3.12,
 Sellers are not a party to any written employment agreements related to  the
 employees at the  Clinic (or any  oral agreements  providing for  employment
 other than employment "at will") or any deferred compensation agreements.

     3.13   Employee Benefits.   Schedule 3.13 hereto  contains  a  true  and
 complete list of  all the  following agreements  or plans  of Sellers  which
 pertain to any of the Personnel:

     3.14  Employees.   Schedule 3.14 sets forth a list, by location, of  the
 Sellers' Personnel, stating with respect to each, the name, date of hire and
 rate of  compensation.    Except  as described  in  Schedule  3.14,  to  the
 knowledge of  Sellers, there  are no  claims or  disputes pending  with  any
 employee   constituting   Personnel    regarding   workers'    compensation,
 unemployment benefits, discrimination (including discrimination based on any
 disability).

     3.15  No  Other Agreements to Sell  Assets.   Neither Sellers nor any of
 Sellers' employees  have any  commitment or  legal obligation,  absolute  or
 contingent, to any other person or firm other than Purchaser to sell, assign
 or transfer any of the Assets or to enter into or cause the entering into of
 any agreement with respect to any of the foregoing.

      3.16 Utilities. The Clinic is supplied with utilities (including water,
 sewage, disposal, electricity, gas and telephone) and other utility services
 necessary for the operation  of the Clinic as  currently operated.   Sellers
 will consent to the transfer and assignment of the utility bill and deposits
 for the utilities.   Purchaser agrees to reimburse  Sellers for the  Utility
 Deposits.
<PAGE>

      3.17  Accounts  Receivable.   The Accounts  Receivable, to the  best of
 Sellers' knowledge represent bona fide claims of Sellers against debtors for
 gross sales and  services performed or  other charges, on  a accrual  basis,
 arising on,  or  before  the  date of  this  Agreement,  and  said  Accounts
 Receivable are  subject to  no known  defenses, counterclaims  or rights  of
 setoff, except for contractual adjustments, bad debt reserve and adjustments
 done in the ordinary course of Sellers' business.  However, the both parties
 agree that  they are  very familiar  with the  chiropractic personal  injury
 business  and  recognize  that  personal  injury  account  collections   are
 difficult and are  subject to  disagreements with  attorneys, insureds,  and
 patients.  Therefore, to assist with  collection of the Accounts  Receivable
 assets, and  for both  parties to  obtain the  benefits of  this  Agreement,
 Purchaser will retain Dr. Voracek to oversee the Clinics and be entitled  to
 redemption of shares as set forth herein.

      3.18  Material  Misstatements  Or  Omissions.   No  representations  or
 warranties  by  Sellers  in  this  Agreement,  nor  any  document,  exhibit,
 statement, certificate or schedule furnished  to Purchaser pursuant of  this
 Agreement, or  in  connection with  the  transactions contemplated  by  this
 Agreement, to the best of Sellers'  knowledge, contains or will contain  any
 untrue statement  of material  fact, or  omits to  state any  material  fact
 necessary to make the statements or facts contained therein not  misleading.
 To  the best  of Sellers' knowledge,  Sellers have disclosed  all events  or
 conditions materially affecting the Assets.

     3.19 Taxes. Sellers hereby warrants that it shall remain full liable for
 any and all federal,  state, and local taxes,  together with any  penalties,
 interest, and  other amounts  pertaining to  the Sold  Assets prior  to  and
 including the Closing Date.  There are no known disputes as to taxes payable
 by Sellers  that  might affect  the  sold Assets  except  as it  relates  to
 Personal Property Tax and Sellers  specifically acknowledges that they  will
 be responsible  for this  tax, and  if need  be, pay  any disputed  Personal
 Property Tax so as not to affect the Assets.  Purchaser shall be liable  for
 all taxes accruing after the Closing Date.

     3.20 Medical Records. Sellers have maintained the confidentiality of all
 the Medical Records as  required by and in  conformance with all  applicable
 federal and state laws  and regulations.  Sellers  have not transferred  any
 Medical Records  to any  individual or  entity against  the request  of  any
 patient prohibiting Sellers from transferring his or her patient information
 or records.

                     ARTICLE IV - COVENANTS OF SELLERS

     4.1  Transfer of Licenses and  Permits.  Sellers shall use  commercially
 reasonable efforts to  assist Purchaser  with the  assumption, transfer,  or
 reissuance of any and all Permits required for the operation of the Clinics,
 which in good faith it was not able to obtain prior to the Date of Closing.

     4.2   Liabilities of Sellers.  All liabilities of Sellers related to the
 Assets that are not Assumed Liabilities will be paid by Sellers as they come
 due, which due date may be extended if the liability is contested by Sellers
 in good faith or does not effect the  transferability of the Asset.  In  the
 event  liability  affects  the  Asset   and  is  contested,  Sellers   shall
 immediately notify Purchaser in writing as to the reason for the contest.
<PAGE>

     4.3   Agreements Respecting Employees of Sellers.  Sellers and Purchaser
 shall cooperate in  the transition of  coverage of  retained Personnel  from
 Sellers' health, medical, life insurance, and other welfare plans, to  plans
 maintained by Purchaser.   Sellers shall handle  all matters concerning  the
 health, medical, life insurance,  and other welfare  plans of any  Personnel
 not retained by Purchaser, including but not limited to Cobra  notification.
 Purchaser  agrees to provide  Sellers a list within  one week of Closing  of
 any Personnel it does not retain.


                ARTICLE V - REPRESENTATIONS AND WARRANTIES OF PURCHASER

 Purchaser hereby represents and warrants to Sellers as follows:

     5.1  Due Diligence.   Purchaser represents that it has completed its due
 diligence and acknowledges that  it has had full  opportunity to review  the
 clinic book and financial reports,  management, operations, and the  audits,
 without any problems or hindrance.

     5.2  Authority.   Purchaser has the corporate power to execute,  deliver
 and perform  this  Agreement  and  all  other  agreements,  instruments  and
 documents to be delivered herewith or  pursuant hereto and the  consummation
 of the transactions provided for herein  and all such Agreements,  documents
 and  instruments  are  the  valid   and  binding  obligation  of   Purchaser
 enforceable in  accordance  with  their respective  terms.    All  requisite
 corporate action has been taken by Purchaser to authorize (i) the execution,
 delivery and  performance  of  this  Agreement  and  all  other  agreements,
 instruments and documents to  be delivered herewith  or pursuant hereto  and
 (ii) the consummation of the transactions provided for herein.

     5.3  Adverse Claims.  Other than the Bankruptcy Proceeding, there are no
 actions, suits, claims, administrative or other proceedings, or governmental
 investigations pending  or,  to Purchaser's  knowledge,  threatened  against
 Purchaser which question or seek to prevent consummation of the  transaction
 herein contemplated, whether  at law or  in equity, or  before any  federal,
 state,  local,  foreign   or  other  governmental   department,  agency   or
 instrumentality.

     5.4  Governmental  and  Other  Consents.   Other  than  the   Bankruptcy
 Proceeding, no consent, authorization, or approval  of, or exemption by,  or
 filing with, any  court or  governmental body  or authority  is required  in
 connection with the execution, delivery and performance by Purchaser of this
 Agreement or of any of the instruments or agreements herein referred to,  or
 the taking of any action herein contemplated. .

     5.5 Disclosure.  No representation or warranty made in this Agreement or
 as provided herein contains any untrue statement of a material fact or omits
 to state a material fact necessary  to make the statements contained  herein
 not misleading.  Purchaser also acknowledges that all relationships with the
 Sellers have been disclosed to the AHI board and approved accordingly.

     5.6 Non-Contravention.  The execution and delivery of this Agreement and
 the Bill  of Sale  and Assignment  Agreement  by Purchaser  do not  and  the
 consummation by  Purchaser  of  the  transactions  contemplated  hereby  and
 thereby will not violate any law or agreement applicable to it.
<PAGE>

     5.7  Validity.  This Agreement has been duly  executed and delivered  by
 Purchaser, and  constitutes  the legal,  valid,  and binding  obligation  of
 Purchaser, enforceable against it in accordance  with its terms, subject  to
 general  equity  principles  and   to  applicable  bankruptcy,   insolvency,
 reorganization, moratorium, and  similar laws from  time to  time in  effect
 affecting the enforcement of creditors' rights.   When the Bill of Sale  and
 Assignment Agreement has been executed and delivered in accordance with this
 Agreement, it will constitute  the legal, valid,  and binding obligation  of
 Purchaser, enforceable in accordance with its terms.


                     ARTICLE VI - COVENANTS OF PURCHASER

      6.1  Purchaser Performance.   After the Closing  Date, Purchaser  shall
 promptly pay as they become due and otherwise perform all obligations  under
 the  Assumed  Liabilities  and  otherwise  perform  and  fulfill  all  other
 obligations with respect to  the Assets pertaining to  the period after  the
 Closing Date.

      6.2  Confidentiality.   In  connection  with the  negotiation  of  this
 Agreement, Sellers may disclose  Confidential Information, as defined  below
 to Purchaser.  Purchaser further agrees  to maintain the confidentiality  of
 any and  all  Confidential  Information of  Sellers  and  not  disclose  any
 Confidential Information  to  any Person  other  than such  Person  to  whom
 Confidential Information must  be disclosed to  effect the transactions  and
 who are  bound by  appropriate non-disclosure  agreements or  obligations.
 Purchaser shall not use such Confidential Information for financial gain  or
 in any  manner  adverse to  Sellers,  except  that Purchaser  may  use  such
 Confidential Information in connection with the ordinary course of operation
 of the Clinic after Closing.   The foregoing obligations shall not apply  to
 (i) any information which was known by Purchaser prior to its disclosure  by
 Sellers; (ii) any information  which was in the  public domain prior to  the
 disclosure thereof, (iii) any information which comes into the public domain
 through no fault of  Purchaser; (iv) any information  which is disclosed  to
 Purchaser by a third party, other than an affiliate, having the legal  right
 to make such  disclosure; or (iv)  any information which  is required to  be
 disclosed  by  Order  of  any  Forum.     For  purposes  of  this   Section,
 "Confidential Information" shall mean any  and all technical, business,  and
 other information which is  (a) possessed or  hereafter acquired by  Sellers
 and disclosed  to  Purchaser  and (b)  derives  economic  value,  actual  or
 potential, from not  being generally known  to Persons  other than  Sellers,
 including,   without   limitation,   technical   or   non-technical    data,
 compositions, devices, methods, techniques, drawings, inventions, processes,
 financial data, financial plans, product plans, lists of actual or potential
 customers  or  suppliers,  information  regarding  the  business  plans  and
 operations of Sellers,  and the  existence of  discussions and  negotiations
 between the parties hereto relating to the terms hereof The restrictions  of
 this Section shall expire three years  from the date hereof with respect  to
 any confidential  business  information that  does  not constitute  a  trade
 secret under applicable law.

      6.3  Sellers' Employees. (a) Purchaser shall, in  its sole  discretion,
 offer employment to all Personnel upon terms  and   conditions substantially
 similar to   those  provided  by  Sellers;   however, Purchaser shall not be
 required  to  provide any  employee benefit provided by Sellers and shall be
 free to initiate its own program of employee benefits.
<PAGE>

       (b) Purchaser shall maintain employee records transferred to Purchaser
 hereunder for a  period of  not less  than five  (5) years  and during  that
 period  will  afford  Sellers  reasonable  access  to  such  records  during
 Purchaser's  normal   business  hours.     Purchaser   shall  maintain   the
 confidentiality of such records and limit access thereto in accordance  with
 the law in a  manner consistent with Purchaser's  treatment of its  employee
 records.


                        ARTICLE VII - INDEMNIFICATION

       7.1 Purchaser  Claims.  (a)  Sellers shall indemnify and hold harmless
 Purchaser,  its  officers,   directors,  agents,   successors,  assigns   or
 affiliates, from and against any and all demands, claims, actions or  causes
 of action, assessments, losses, diminution  in value, damages not  including
 punitive, special or  consequential damages  or attorney  fees, suffered  or
 incurred by  any such  party by  reason of  or  arising out  of any  of  the
 following:

      (i)  the material  breach  by such  Sellers  of any  representation  or
           warranty contained herein;

      (ii) the non-fulfillment of any material covenant or agreement of  such
           Sellers contained herein; and

      (iii) any  liability or obligation  of the Sellers  not included in the
           Assumed Liabilities;

      (b) The amount of any liability of Sellers under this Section 7.1 shall
 be computed net of any tax benefit to Purchaser from the matter giving  rise
 to the claim for indemnification hereunder and net of any insurance proceeds
 received by Purchaser with respect to the matter out of which such liability
 arose.

      (c) The representations and  warranties of  Sellers contained  in  this
 Agreement, the Schedules, or  any certificate delivered by  or on behalf  of
 Sellers pursuant to this  Agreement or in  connection with the  transactions
 contemplated herein  shall  survive  the consummation  of  the  transactions
 contemplated herein and shall continue in full force and effect for a period
 of one year ("Survival Period").  Anything to the contrary  notwithstanding,
 the Survival  Period shall  be extended  automatically to  include any  time
 period necessary to resolve  a written claim  for indemnification which  was
 made in reasonable detail before expiration  of the Survival Period but  not
 resolved prior to its expiration, and any such extension shall apply only as
 to the claims so asserted and not  so resolved within the  Survival  Period.
 Liability for any such item shall continue until such claim shall have  been
 finally settled, decided, or adjudicated.

      (d) Purchaser shall  provide written notice to Sellers of any claim for
 indemnification under this Article as soon as practicable.  Purchaser  shall
 make commercially reasonable efforts to mitigate any damages, expenses, etc.
 resulting from any  matter giving rise  to liability of  Sellers under  this
 Article.

      (e) Notwithstanding  any  other  provision  of  this  Article  VII, the
 aggregate principal amount of the obligation  of Sellers under this  Article
 VII shall  not exceed  the cash  amount received  and the  return of  equity
 issued.
<PAGE>

     7.2   Defense of  Third Party  Claims.   With respect  to any  claim  by
 Purchaser under  Section 7.1,  relating to  a third  party claim,  Purchaser
 shall provide Sellers with prompt written notice thereof in accordance  with
 Section 12.4 and Sellers may  defend, in good faith  and at its expense,  by
 legal counsel chosen by  it, and Purchaser, at  its expense, shall have  the
 right to participate in the defense of any such third party claim.  So  long
 as Sellers are defending in good faith any such third party claim, Purchaser
 shall not  settle  or  compromise  such third  party  claim.  In  any  event
 Purchaser shall cooperate  in the settlement  or compromise  of, or  defense
 against, any such asserted claim.

     7.3   Sellers' Claims.   Purchaser  shall  indemnify and  hold  harmless
 Sellers against, and  in respect of,  any and all  damages, claims,  losses,
 liabilities, and  expenses,  including punitive,  special  or  consequential
 damages or  attorney  fees,  which may  arise  out  of: (i)  any  breach  or
 violation by Purchaser of  any covenant set forth  herein or any failure  to
 fulfill any obligation set forth herein,  including, but not limited to  the
 obligation to satisfy the Assumed Liabilities; (ii) any breach of any of the
 representations or warranties made in this Agreement by Purchaser; or  (iii)
 any claim by any Person for any  brokerage or finder's fee or commission  in
 respect of the transactions contemplated hereby  as a result of  Purchaser's
 dealings, agreement, or arrangement with such Person.

                    ARTICLE VIII - SETTLEMENTS OF DISPUTES

     8.1   Settlement of  Disputes.  (a)  Arbitration.    All  disputes  with
 respect to any  claim for indemnification  under this Article  VIII and  all
 other disputes  and  controversies of  every  kind and  nature  between  the
 parties hereto arising out of or in connection with this Agreement shall  be
 submitted to arbitration pursuant to the following procedures:

                (i)  After a dispute or controversy arises, either party may,
      in  a  written  notice  delivered  to  the  other  party,  demand  such
      arbitration in accordance  with the rules  of the American  Arbitration
      Association ("AAA").

                (ii) The arbitration hearing shall  be held in Dallas,  Texas
      at a location designated by the AAA.  The Commercial Arbitration  Rules
      of the AAA shall be used and the substantive laws of the State of Texas
      (excluding conflict of laws provisions) shall apply;

                (iii)     An award  rendered  by  the AAA  pursuant  to  this
      Agreement shall be final and binding on all parties to the  proceeding,
      shall deal  with the  question  of costs  of  the arbitration  and  all
      related matters, shall not award punitive or consequential damages, and
      judgment on such award  may be entered  by either party  in a court  of
      competent Jurisdiction; and

                (iv) Except as set forth in subsection (b) below, the parties
      stipulate that the provisions of this  Section 8.1 shall be a  complete
      defense to any suit,  action or proceeding  instituted in any  federal,
      state, or  local  court  or before  any  administrative  tribunal  with
      respect to any controversy or dispute  arising out of this Agreement.
      The  arbitration  provisions  hereof   shall,  with  respect  to   such
      controversy or dispute, survive the  termination or expiration of  this
      Agreement.
<PAGE>

      (b) Emergency Relief.  Notwithstanding anything in this Section 8.1  to
 the contrary, either party may seek from a court any provisional remedy that
 may be necessary to protect any rights or property of such party pending the
 establishment of the arbitral tribunal or its determination of the merits of
 the controversy.

     8.2   Exclusive Remedies.  The rights and remedies of the parties  under
 this Article VIII shall be the  sole and exclusive rights and remedies  that
 either party  may seek  for any  misrepresentation, breach  of warranty,  or
 failure to fulfill any  covenant or agreement  under this Agreement,  except
 that either party may seek specific performance or injunctive relief.

          ARTICLE IX - CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS

   The obligations  of  Sellers  at  the Closing  shall  be  subject  to  the
   satisfaction of the  following conditions  precedent at  Closing (each  of
   which may be waived by Sellers):

      9.1 All representations and warranties  of Purchaser  contained  herein
 shall be true and correct in all material respects on the Closing Date as if
 made on such date.  All agreements of Purchaser contained herein shall  have
 been complied with in all material respects;

      9.2  Purchaser shall  execute, and  deliver  to  Sellers  the  Security
 Agreement (in the form of Exhibit B);

      9.3  Purchaser shall execute,  and  deliver  to Sellers  an  Employment
 Contract;

         ARTICLE X - CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATIONS

      The obligations Of  Purchaser at the  Closing shall be  subject to  the
 satisfaction of the following conditions precedent at Closing (each of which
 may be waived by Purchaser):

      10.1  Representations.  All representations and warranties  of  Sellers
 contained Closing Date as if made on such date.

      10.2  Instruments of Conveyance and Transfer:   Purchaser shall receive
 from Sellers such bills of sale,  endorsements, assignments, and other  good
 and sufficient instruments of  conveyance and transfer  as are effective  to
 transfer Sellers' title to the Assets  to Purchaser as provided for in  this
 Agreement and immediately following the Closing, Sellers shall take or cause
 to be taken  all such  steps as  are necessary  to put  Purchaser in  actual
 possession and operating control of the  Assets free and clear of all  liens
 and encumbrances.

      10.3 Third Party Approvals.  All required  consents,  authorizations or
 approvals, or exemptions by any governmental authority or third party  shall
 have been obtained or made.

      10.4 Accrued Vacation and Sick Pay.  Evidence satisfactory to Purchaser
 that all vacation and sick pay and other employee benefits ("Benefits")  for
 non-contract employees or  "at will" employees,  which Sellers employed  and
 are entitled to Benefits as a result of services provided to Sellers for the
 period ending on August 31, 2000,  have been paid or otherwise satisfied  in
 full.
<PAGE>

                        ARTICLE XI - JOINT OBLIGATIONS

 The parties further agree as follows:

      11.1  Further Assurances.   Sellers and Purchaser agree that they will,
 upon request of the  other at any  time after the  Closing Date and  without
 further  consideration,  execute  and  deliver  such  other  documents   and
 instruments and take  such other action  as may reasonably  be requested  to
 carry out more effectively the purpose and intent of this Agreement.

      11.2  Transition. Sellers agree to take any reasonable action requested
 by Purchaser in order to promote the smooth transition of the Asset sale.


                         ARTICLE 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
 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 Assignment and Binding Effect.  Purchaser may not assign the right
 to receive any of the Assets at Closing to any third party that would in any
 way  affect  Sellers'  rights  and  security  hereunder.    Subject  to  the
 foregoing, 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 Sellers and Purchaser.
<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 Purchaser, to:

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

      If to Sellers, to:

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

      With copy to:

      Dr. John Morrison, D.C.
      5005 Nacahuita
      Harlingen, Texas  78552

 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 Schedules and Exhibits.   All Exhibits  and Schedules 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 Public Announcements.  Purchaser and Sellers will coordinate  with
 each other all press releases relating  to the transactions contemplated  by
 this Agreement  and, except  to the  extent required  by law,  refrain  from
 issuing any  press  release, publicity  statement,  or other  public  notice
 relating to this Agreement or  the transactions contemplated hereby  without
 providing the  other  party reasonable  opportunity  to review  and  comment
 thereon.
<PAGE>

      12.10     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.

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

      12.12     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.

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



                               PURCHASER:

                               AMERICAN HEALTHCHOICE, INC.


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


                               SELLERS:

                               LAREDO FAMILY ENTERPRISES, LLC


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


                               SELLER

                               CORPUS CHIROPRACTIC CLINIC, LLC

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

                               _______________________________
                               Dr. John Morrison, D.C., Member



                               ACME CHIROPRACTIC CLINIC, LLC


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

<PAGE>

                   EXHIBIT TABLE OF CONTENTS

 EXHIBIT                     TITLE
 -------                     -----
    A                        Bill of Sale and Assignment Agreement with Asset
                             List and Assumed Liabilities

    B                        Security Agreement

    C                        Allocation of Purchase Price

    D                        Joint letter to at-will employees terminating
                             employment with Clinics and hired by Purchaser.

    E                        Assignment and Assumption Agreements with
                             landlord and equipment leases.

    F                        Independent Contractor Agreement for Dr. David
                             Voracek


<PAGE>
                                  EXHIBIT A

                    BILL OF SALE AND ASSIGNMENT AGREEMENT

     FOR VALUE RECEIVED, Acme Corpus Chiropractic Clinic, LLC, Laredo  Family
 Enterprises, LLC,  Acme  Chiropractic,  LLC ,  Texas  entities  ("Sellers"),
 pursuant to that certain  Asset Purchase Agreement  dated September 1,  2000
 (the "Asset Purchase Agreement"), between Sellers and American HealthChoice,
 Inc.,  ("Purchaser"), hereby  bargains, sells, transfers, assigns,  conveys,
 and delivers to Purchaser  and its successors and  assigns, all of  Sellers'
 right, title, and interest in, to, and  under the Assets, free and clear  of
 any mortgage, security interest, lien,  charge, claim, or other  encumbrance
 of any nature except the Assumed  Liabilities (as set forth in Schedule  1.1
 and attached hereto),  including without limitation  all of Sellers'  rights
 under the  Material  Contracts (as  defined  in  Section 1.1  of  the  Asset
 Purchase Agreement).

      TO HAVE AND TO HOLD, all and singular, the Assets forever.

     Purchaser hereby  assumes and  agrees in  due course  to pay  and  fully
 satisfy  and  perform  all  of   Sellers'  obligations  under  the   Assumed
 Liabilities (as defined  in Asset Purchase  Agreement) when  the same  shall
 become due and payable.

     IN WITNESS WHEREOF, the Sellers and  Purchaser have caused this Bill  of
 Sale and Assignment Agreement to be  duly executed and delivered as of  this
 ___ day of ______, 2000.

                               PURCHASER:

                               American HealthChoice, Inc.

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

                               SELLERS:

                               LAREDO FAMILY ENTERPRISES, LLC

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

                               CORPUS CHIROPRACTIC CLINIC, LLC

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

                               _______________________________
                               Dr. John Morrison, D.C., Member


                               ACME CHIROPRACTIC CLINIC, LLC

                               _____________________________________
                               Dr. David P. Voracek, D.C., President
                               and Member
<PAGE>


                                  Exhibit B

                              SECURITY AGREEMENT

             SECURITY  AGREEMENT  dated  as  of  September  1,  2000  between
                  American HealthChoice,  IncObligor a New York  corporation,
                  (the "Obligor"), and Acme Corpus Chiropractic Clinic,  LLC,
                  a  Texas limited  liability company,  located 2122  Baldwin
                  Blvd,  Corpus  Christi, Texas,  78405,  ("Corpus"),  Laredo
                  Family  Enterprises,  LLC, located  at  118  West  Village,
                  Laredo, Texas,  78042, ("Laredo"), Acme Chiropractic,  LLC,
                  located  at 2480  West Highway  77,  Suite 2,  San  Benito,
                  Texas 78586, (San Benito) and all three collectively as the
                  "Secured Party."


 WHEREAS, the  Obligor  has  purchased  certain  assets  from  Secured  Party
 pursuant to the  Asset Sale  And Purchase  Agreement and  still has  certain
 contractual and financial  obligations (Collectively  "Obligations") to  the
 Secured Party valued at Three Million Dollars ($3,000,000) which the Parties
 intend that  the Obligations  be  paid by  the  Obligor or  by  guaranteeing
 certain dollar amounts and if the  Obligor is then still solvent, then  said
 Obligations shall be retired through the issuance of Shares of the Obligor's
 Common Stock  to the  Secured  Party  as set  forth in  the Asset  Sale  And
 Purchase Agreement; and

 WHEREAS, as a  condition precedent to  the execution of  the Asset Sale  And
 Purchase Agreement,  the  Obligor  shall execute  a  Security  Agreement  as
 security for the  full and punctual  payment and performance  of all of  the
 liabilities and obligations due  to Secured Party under  the Asset Sale  And
 Purchase Agreement between the Secured Party and the Obligor.


      NOW, THEREFORE, the parties hereby agree as follows:

      1.   Grant of Security Interest

          (a)  As collateral security  for the due  and punctual payment  and
 performance of  the "Obligations"  (as  hereafter defined),  Obligor  hereby
 assigns, grants  and  transfers  to  Secured  Party  a  continuing  security
 interest in the "Collateral" (as hereafter defined), whether now existing or
 hereafter acquired.

       (i)  "Obligations"  shall  mean  the  full  and  punctual  payment and
 performance of all of the Obligor's  liabilities  and  obligations presently
 existing or hereafter incurred under  the Asset Sale And  Purchase Agreement
 Asset  Sale  And  Purchase  Agreement,  as  the  same  may  be  amended from
 time to time, including without limitation, Obligor's obligations under this
 Security Agreement and the  Asset Sale And Purchase  Agreement, as and  when
 due, whether  at the  date of  maturity, or  upon acceleration  thereof,  or
 otherwise, and all fees, prepayment  penalties, expenses, charges and  other
 amounts of any kind payable under the Asset Sale And Purchase Agreement.
<PAGE>

      (ii) "Collateral" shall mean and include all right, title and interest,
 including, but not limited  to, accounts receivables, of  Obligor in and  to
 all Assets  that were  sold to  Obligor under  the Asset  Sale And  Purchase
 Agreement and  all receivables  and value  for  services rendered  from  the
 Clinic locations or replacement Clinic locations  of the Assets sold.   Said
 Assets shall  include:  all  vehicles, furniture  and  fixtures,  machinery,
 computers, office, communications and other equipment  in all of its  forms,
 wherever located, now or hereafter existing (all such foregoing items  being
 the "Equipment");  and all  other tangible  personal property  now owned  or
 hereafter acquired by  Obligor and  wherever located,  all replacements  and
 substitutions  therefore  or  accessions  thereto;  all  accounts,  contract
 rights,  chattel   paper,  instruments,   general  intangibles   and   other
 obligations of  any kind  now or  hereafter existing  arising out  of or  in
 connection with the sale or lease of goods or the rendering of services, and
 all rights now or hereafter existing  in and securing or otherwise  relating
 to any such accounts, contract  rights, chattel paper, instruments,  general
 intangibles or  obligations (any  and all  such accounts,  contract  rights,
 chattel paper, instruments,  general intangibles and  obligations being  the
 "Receivables" and any  and all  contracts related to  the sale  or lease  of
 goods  or  providing  of  services  by   the  Obligor  being  the   "Related
 Contracts"); proceeds of  insurance from any  "key man"  life insurance,  if
 any, insuring any of the principal officers of the Obligor; all inventory as
 defined in S9-109 of the Uniform Commercial Code ("Inventory") and all other
 goods, accounts,  chattel paper,  uncertificated securities,  documents  and
 instruments and general intangibles of any nature now or hereafter existing;
 whether or not  the transfer  of any  of the  foregoing is  governed by  the
 Uniform Commercial Code; and all proceeds and products of all the foregoing,
 including without limitation,  proceeds of insurance  policies insuring  the
 foregoing (whether or not the Secured  Party is the loss payee thereof),  or
 any indemnity, warranty or guaranty, payable by reason of loss or damage  to
 or otherwise with respect to any of the foregoing.

     2.  Sale of the Collateral.  Obligor covenants that for  so long as  any
 part of the Obligations remain outstanding,  it shall not permit any of  the
 Equipment, Inventory,  Account Receivables  (except  for such  Inventory  or
 Accounts Receivables  as  is sold  in  the  regular course  of  business  or
 consigned inventory  and  Equipment being  repaired  or in  transit)  to  be
 located at any other location, other than where it was sold, without  giving
 Secured Party at least  thirty (30) days' prior  written notice and  without
 prior thereto complying with all action required by Section 6.

     3.  Right  of Obligor  to Possession.    Unless and  until an  Event  of
 Default shall occur, Obligor shall have the right to possess the  Collateral
 (except for such portion of the Collateral with respect to which  possession
 by the Secured Party is required for perfection under the Uniform Commercial
 Code or other governing law of the jurisdiction whose laws govern perfection
 with respect to such portion of  the Collateral) and use the Collateral  for
 any lawful purpose not inconsistent with this Security Agreement.
<PAGE>

     4.   Obligor   Remains  Liable.   Anything   herein  to   the   contrary
 notwithstanding, (a) the Obligor shall remain liable under the contracts and
 agreements included in  the Collateral to  the extent set  forth therein  to
 perform all of its duties and  obligations thereunder to the same extent  as
 if this Security Agreement  had not been executed,  (b) the exercise by  the
 Secured Party of any of the rights hereunder or under any of the Asset  Sale
 And Purchase Agreement shall not release the Obligor from any of its  duties
 or  obligations  under  the  contracts   and  agreements  included  in   the
 Collateral, and  (c) the  Secured Party  shall not  have any  obligation  or
 liability under the contracts and agreements  included in the Collateral  by
 reason of this Security Agreement, nor shall the Secured Party be  obligated
 to perform any of the obligations or duties of the Obligor thereunder or  to
 take any  action  to collect  or  enforce  any claim  for  payment  assigned
 thereunder.

      5.  Representations and Warranties of Obligor.

      Obligor hereby represents and warrants as follows:

      (a) Obligor hereby  confirms its representations  and warranties  under
 the Asset Sale  And Purchase  Agreement of  even date  herewith between  the
 Obligor and the  Clinics. The chief  place of business  and chief  executive
 office of the  Obligor and the  office where the  Obligor keeps its  records
 concerning the Receivables,  as hereinafter  defined, or  other accounts  or
 general intangibles (the Receivables, accounts and general intangibles to be
 defined as "Accounts") are located at  the address of where the Assets  were
 sold or at Obligor's main office.   Schedule "A" attached hereto  summarizes
 all of the Equipment and Inventory,  as hereinafter defined, of the  initial
 Assets being purchased by Obligor.

      (b) This  Security  Agreement  creates  a  valid  and  perfected  first
 priority security interest  in the Collateral  securing the  payment of  the
 Obligations, and all  filings and other  actions necessary  or desirable  to
 perfect and protect  such security interest  have been or  will promptly  be
 duly taken.

      (c) No authorization, approval or other action by, and no notice to  or
 filing with,  any  governmental authority  or  regulatory body  is  required
 either (i) for  the grant by  the Obligor of  the security interest  granted
 hereby or  for  the execution,  delivery  or performance  of  this  Security
 Agreement by the Obligor or  (ii) for the perfection  of or the exercise  by
 the Secured  Party of  its rights  and remedies  hereunder; except  that  in
 jurisdictions which have adopted the Uniform Commercial Code and whose  laws
 govern perfection of a security interest with respect to any portion of  the
 Collateral,  filing  or  other  required  action  in  accordance  with  such
 jurisdiction's Uniform Commercial Code is required.

      6.  Covenants of Obligor.

      Obligor hereby covenants that so long as the Obligations remain
      outstanding:
<PAGE>

      (a) Obligor shall, at its sole cost and expense, keep and maintain  the
 insurable Collateral  insured  for its  replacement  value against  loss  or
 damage by fire, theft, explosion and all other hazards and risks  ordinarily
 insured against with insurers acceptable to  the Secured Party. The  Obligor
 shall notify Secured Party within five (5) days of any insurance claim  made
 and/or any occurrence  causing a material  loss or decline  in value of  the
 Collateral and the estimated (or actual,  if available) amount of such  loss
 or decline. Obligor will not settle  or adjust any insurance claims  without
 the prior written consent of the Secured Party.

      (b) Except with  the prior written  consent of  Secured Party,  Obligor
 shall not sell,  offer to sell,  lease or otherwise  transfer, or grant  any
 lien or security interest in, or otherwise encumber, the Collateral.

      (c) Obligor shall maintain the Collateral in good condition and repair,
 reasonable wear and tear excepted, and shall  pay the cost of repairs to  or
 maintenance of the same. Obligor shall at all times keep the Collateral free
 of any liens, mortgages, pledges, security interests or encumbrances  (other
 than as herein provided), shall not  waste or destroy the Collateral or  any
 portion thereof  and  shall not  use  the  Collateral in  violation  of  any
 applicable statute, ordinance, regulation or policy of insurance thereon.

      (d) Obligor shall permit Secured Party, its agents and representatives,
 upon reasonable notice to  Obligor, to examine  and inspect the  Collateral,
 wherever located, at any reasonable times.

      (e)  Obligor  shall  promptly  pay  when  due  all  taxes,  levies  and
 assessments of whatever  nature imposed  on the  Collateral or  for its  use
 except as contested in good faith and adequately reserved against.

      (f)  The  Obligor shall continue  to collect, at  its own expense,  all
 amounts due or to become due  the Obligor under the Accounts. In  connection
 with such collections,  the Obligor may  take (and, at  the Secured  Party's
 direction, shall take) such action as  the Obligor or the Secured Party  may
 deem necessary or advisable to enforce collection of the Accounts; provided,
 however, that the Secured Party shall have  the right at any time, upon  the
 occurrence and during  the continuance of  an Event of  Default or an  event
 which, with the giving of notice or the lapse of time, or both, would become
 an Event of Default and upon written notice to the Obligor of its  intention
 to do so, to notify  the account debtors or  obligors under any Accounts  of
 the assignment of  such Accounts  to the Secured  Party and  to direct  such
 account debtors or obligors to make payment of all amounts due or to  become
 due to the Obligor thereunder directly  to the Secured Party and, upon  such
 notification and at the expense of the Obligor, to enforce collection of any
 such Accounts and  to adjust,  settle or  compromise the  amount or  payment
 thereof, in the same manner and to the same extent as the Obligor might have
 done. After receipt  by the  Obligor of the  notice from  the Secured  Party
 referred to in the  proviso to the preceding  sentence, (i) all amounts  and
 proceeds (including instruments) received by the  Obligor in respect of  the
 Accounts shall be  received in trust  for the benefit  of the Secured  Party
 hereunder, shall be segregated from other funds of the Obligor and shall  be
 forthwith paid over to the  Secured Party in the  same form, as so  received
 (with any necessary endorsement) to be  held as cash collateral and  applied
 as provided for herein under Remedies, the Obligor shall not adjust,  settle
 or compromise the  amount or  payment of any  Account or  release wholly  or
 partly any  account Obligor  or  obligor thereof,  or  allow any  credit  or
 discount thereon.
<PAGE>

      (g)  Upon an event of Default or at any time thereafter, Obligor  shall
 execute and  deliver to  Secured Party  written assignments  of all  of  its
 Receivables no less  often than biweekly.  Obligor shall  keep accurate  and
 complete records of its Receivables and on  the last day of each month  from
 and after the date hereof, Obligor  shall deliver to Secured Party, in  form
 and substance acceptable to Secured Party, a detailed aged trial balance  of
 all then  existing  Receivables  specifying the  face  value  and  dates  of
 invoice(s) for each  account Obligor (as  defined in S9-105  of the  Uniform
 Commercial Code) identified by name and address obligated on a Receivable so
 listed and upon demand copies of customer statements and, the original  copy
 of all  documents, including,  without limitation,  repayment histories  and
 present status reports,  relating to the  Receivable so  scheduled and  such
 other matters  and  information relating  to  the status  of  then  existing
 Receivables as Secured Party shall request.

      7.   Filing.

      (a) Obligor shall, concurrently with the execution hereof, execute such
 financing statements as Secured Party may require so as fully to perfect the
 security interest  granted  hereby. Obligor  shall,  on demand,  furnish  to
 Secured Party such further information, shall execute and deliver or join in
 executing and  delivering to  Secured Party  such financing  statements  and
 other documents, and  shall do  all such other  acts and  things as  Secured
 Party may at  any time reasonably  request to perfect  and maintain a  valid
 security interest in the Collateral as security for the Obligations.

      (b) Secured Party is hereby authorized,  at its option, to file one  or
 more financing statements,  continuation statements  and amendments  thereto
 with respect to  any Collateral  under the  Uniform Commercial  Code in  any
 jurisdiction, without  the signature  of Obligor  where authorized  by  law.
 Secured Party  will provide  the Obligor  with  a copy  of any  such  filing
 concurrently with the making thereof.

      8. Secured  Party May  Perform. If  the Obligor  fails to  perform  any
 agreement contained herein including, but not limited to the maintenance  of
 insurance as  required  by this  Agreement,  the Secured  Party  may  itself
 perform, or cause performance  of, such agreement, and  the expenses of  the
 Secured Party  incurred in  connection therewith  shall  be payable  by  the
 Obligor.

      9. Secured Party's Duties.  The powers conferred  on the Secured  Party
 hereunder are solely to protect its interest in the Collateral and shall not
 impose any duty upon  it to exercise  any such powers.  Except for the  safe
 custody of any Collateral  in its possession and  the accounting for  moneys
 actually received by it hereunder, the  Secured Party shall have no duty  as
 to any Collateral or  as to the  taking of any  necessary steps to  preserve
 rights  against  prior  parties  or  any  other  rights  pertaining  to  any
 Collateral.
<PAGE>

      10.  Remedies.

      (a) Upon  the  occurrence  of  an  Event of  Default  or  at  any  time
 thereafter, Secured Party shall have the right to declare the entire  amount
 on the Obligation  to be  immediately due  and owing.  In addition  thereto,
 Secured Party  shall have  all the  remedies of  a secured  party under  all
 applicable laws including, without limitation, the Uniform Commercial  Code,
 and/or as  a Purchase  Money Secured  Creditor,  as then  in effect  in  all
 applicable jurisdictions. Such  remedies shall  include, without  limitation
 thereof, the  right to  take  possession of  the  Collateral, and  for  that
 purpose Secured Party may enter on  any premises on which the Collateral  or
 any part thereof  may be  situated and  remove the  same therefrom.  Secured
 Party may require Obligor to make the Collateral available to Secured  Party
 at a place designated by Secured Party that is reasonably convenient to both
 parties. Secured Party  may (without precluding  the exercise  of any  other
 right or remedy) sell the Collateral or  any portion thereof at one or  more
 public or private sales or proceedings, for cash, upon credit or for  future
 delivery, as Secured Party  may deem appropriate  provided that the  Secured
 Party acts in  a commercially reasonable  manner. Upon  consummation of  any
 such sale,  Secured Party  shall  have the  right  to assign,  transfer  and
 deliver to  the purchaser  or purchasers  thereof  the Collateral  so  sold,
 together with all rights applicable thereto. Each such purchaser at any such
 sale or proceeding  shall hold the  property sold absolutely  free from  any
 claim or right on  the part of  Obligor, and Obligor  hereby waives (to  the
 extent permitted by law) all rights of redemption, stay and appraisal  which
 it now has or may at  any time in the future have  under any rule or law  or
 statute now existing or hereafter enacted. To the extent that notice of sale
 shall be required  to be given  by any applicable  law, Secured Party  shall
 give Obligor at least ten (10) days' notice of Secured Party's intention  to
 make any such public  or private sale or  disposition (which notice  Obligor
 agrees shall be deemed reasonable  and sufficient notification for  purposes
 of the Uniform Commercial Code). Such notice, in case of public sale,  shall
 state the time and place fixed for such sale, and, in the case of a  private
 sale or other disposition, shall state the  time after which the same is  to
 be made. Any such  public sale shall be  held at such  time or times  within
 ordinary business hours and at such place or places as Secured Party may fix
 in the notice of  such sale. At  any such sale,  the Collateral, or  portion
 thereof, to be sold  may be sold in  one lot as an  entirety or in  separate
 parcels, as  Secured  Party  may  (in  its  sole  and  absolute  discretion)
 determine. Secured Party may bid (which bid may be, in whole or in part,  in
 the form  of cancellation  of indebtedness)  for the  purchase for  its  own
 account of  the whole  or any  part of  the Collateral.  Secured Party  may,
 without notice or publication, adjourn any  public or private sale or  cause
 the same to be adjourned from time to  time by announcement at the time  and
 place fixed for sale, and such sale may, without further notice, be made  at
 the time and place to which the same was  so adjourned. In case the sale  of
 all or any part of the Collateral is made on credit or for future  delivery,
 the Collateral so sold may be retained by Secured Party until the sale price
 is paid by the purchaser or purchasers thereof.  The Secured Party shall not
 incur any liability in case any  such purchaser or purchasers shall fail  to
 take up and pay for the Collateral so sold and, in case of any such failure,
 such Collateral may  be sold again  upon like notice.  As an alternative  to
 exercising the power of  sale conferred upon  Secured Party herein,  Secured
 Party may proceed by a suit or suits at  law or in equity to foreclose  this
 Security Agreement  and to  sell the  Collateral,  or any  portion  thereof,
 pursuant to  a  judgment  or  decree  of a  court  or  courts  of  competent
 jurisdiction. The proceeds of any such sale shall be paid as follows:
<PAGE>

           First: to the  payment of  the costs  and expenses  of such  sale,
      including  the  out-of-pocket  expenses   of  Secured  Party  and   the
      reasonable fees  and  out-of-pocket  expenses of  counsel  employed  in
      connection therewith,  and  to the  payment  of any  advances  made  by
      Secured Party for the account of  Obligor hereunder and the payment  of
      all costs and expenses incurred by Secured Party in connection with the
      administration and  enforcement  of  this Security  Agreement,  to  the
      extent that  such advances,  costs and  expenses  shall not  have  been
      reimbursed by Secured Party to Obligor;

           Second: to the  payment or prepayment in  full of the  Obligations
     and  any other sums due hereunder or  under the Obligation or the  Asset
     Sale And Purchase Agreement; and

           Third: the  balance (if any)  of such  proceeds shall  be paid  to
     Obligor,  its  successors  or  assigns,  or  as  a  court  of  competent
     jurisdiction may direct.

 Secured Party's  rights  and  remedies under  this  Security  Agreement  are
 cumulative and not exclusive of any other right or remedy which it may  have
 under the Uniform  Commercial Code or  any other provision  of law;  nothing
 herein contained  shall limit  or otherwise  affect  any other  existing  or
 future lien,  security interest  or  right to  which  Secured Party  may  be
 entitled.

      (b) Secured Party is hereby appointed the attorney-in-fact for Obligor,
 with full power of substitution, for the purpose of taking, if any Event  of
 Default shall occur and  provided that Secured Party  has given the  Obligor
 notice of the Event of Default, any action and executing any instrument,  in
 the name of Obligor  or otherwise, which  Secured Party may  at any time  or
 times deem necessary or appropriate in  order better to confirm and  enforce
 Secured Party's rights, powers and remedies hereunder or with respect to the
 Collateral or any part thereof. This  power, being coupled with an  interest
 is irrevocable.

      (c) Neither the failure nor the delay  on the part of Secured Party  to
 exercise any right, power or privilege  hereunder shall operate as a  waiver
 thereof, nor shall any single or  partial exercise of any such right,  power
 or privilege preclude any other or future exercise of any other right, power
 or privilege of Secured Party. Secured Party may proceed against any of  the
 Collateral in  the  first  instance without  proceeding  against  any  other
 Collateral, Obligor  or  any  other person  and  without  resorting  to  any
 guaranty, security or  other right  whatsoever which may  be held  by or  on
 behalf of  Secured  Party  at  any  time  in  connection  with  any  of  the
 Obligations, or  to any  other remedies  at the  same time  or at  different
 times.

      11.  Indemnity.  Obligor agrees to indemnify and hold harmless  Secured
 Party from and against  any and all claims,  demands, losses, judgments  and
 liabilities or  penalties of  whatsoever kind  or nature,  and to  reimburse
 Secured Party for all costs and expenses, including filing fees, growing out
 of or resulting  from this  Security Agreement  or the  exercise by  Secured
 Party of any right or remedy  granted to it hereunder except claims,  losses
 or liabilities  resulting  from  the Secured  Party's  gross  negligence  or
 willful misconduct.   In  no event  shall Secured  Party be  liable for  any
 matter or thing in connection with  this Security Agreement, except  claims,
 losses or liabilities resulting from the Secured Party's gross negligence or
 willful misconduct.
<PAGE>

      12.  Termination.  This Security Agreement shall continue and remain in
 full force and effect until all the Obligations have been paid or  satisfied
 in full.  Thereupon, this  Security Agreement  shall terminate  and  Secured
 Party shall reassign and redeliver to  the Obligor or such other persons  as
 Obligor shall designate, without warranty or recourse and at the expense  of
 Obligor, against receipt,  such of  the Collateral,  if any,  as remains  in
 Secured Party's possession  and has not  been sold or  otherwise applied  by
 Secured Party in accordance with the terms hereof, together with appropriate
 instruments  of  reassignment  and   release,  including  such   termination
 statements as may be required.

      13.  Modification of Asset Sale And Purchase Agreement.  This  Security
 Agreement shall remain and continue in full force and effect notwithstanding
 any modification,  extension  or renewal  of  the Asset  Purchase  And  Sale
 Agreement or any  other Transaction Paper,  the release or  exchange of  any
 guaranty, collateral or other  rights relating to  the Obligations, and  any
 other indulgences  or forbearances,  events, actions,  omissions or  matters
 whatsoever, all of  which may occur,  be made, done  or granted without  the
 consent of or notice to Obligor.

      14.  General Provisions.

           (a) Any notice required to be given under this Security  Agreement
 shall  be  in  writing  and  shall  be  deemed  duly  given  when  delivered
 personally; when given by cable or  telex and confirmed by letter; or  three
 calendar days  after having  been mailed  by  registered or  certified  mail
 (airmail if  mailed overseas),  return receipt  requested. Notice  shall  be
 addressed as follows:

           If to Obligor:

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

          If to Secured Party:

                     Dr. David Voracek, DC
                     2025 Tartan Trail
                     Highland Village, Texas 75077

 Such address of any party hereto may be changed by notice given to the other
 parties in accordance with this Section.

      (b) Secured Party shall not, by any failure or delay in exercising  any
 right, power or privilege or otherwise, be deemed to have waived any of  its
 rights or remedies hereunder.

      (c) This Security Agreement constitutes  the parties' final and  entire
 agreement, and  supersedes  all  oral negotiations  and  prior  writings  in
 respect of the subject matter hereof and thereof.
<PAGE>

      (d) The  terms  and provisions  of  this Security  Agreement  shall  be
 binding upon, and the  benefits thereof shall inure  to, the parties  hereto
 and their respective  successors and permitted  assigns; provided,  however,
 that Obligor  may not  assign any  of its  rights or  obligations  hereunder
 without the prior written consent of Secured Party. This Security  Agreement
 shall create  a continuing  security interest  in the  Collateral and  shall
 remain in full  force and effect  as provided herein.  Without limiting  the
 generality of the foregoing clauses, the Seller (as defined under the  Asset
 Sale  And  Purchase  Agreement)  may   assign  or  otherwise  transfer   the
 Obligations held by it to any other  person or entity and such other  person
 or entity shall  thereupon become vested  with all the  benefits in  respect
 thereof granted to the Secured Party herein or otherwise.

      (e) Neither this Security  Agreement nor any  provisions hereof may  be
 amended, modified, waived, discharged or terminated  orally, nor may any  of
 the Collateral be released  or the pledge or  the security interest  created
 hereby extinguished, except by an instrument in writing duly signed by or on
 behalf of Secured Party  hereunder. Section headings  used in this  Security
 Agreement are  for convenience  only and  shall not  affect the  meaning  or
 construction hereof.

      (f)  Any provision  of this Security Agreement  which is prohibited  or
 unenforceable  in  any  jurisdiction  shall  not  invalidate  the  remaining
 provisions hereof,  and  any such  prohibition  or unenforceability  in  any
 jurisdiction shall not  invalidate such provision  or render such  provision
 unenforceable in any other jurisdiction.

      (g) The Obligor will upon demand pay to the Secured Party the amount of
 any  and  all  reasonable  expenses,  including  the  reasonable  fees   and
 disbursements of  its counsel  and  of any  experts  and agents,  which  the
 Secured Party  may  incur in  connection  with  (i) the  perfection  of  the
 security interest granted  hereby, (ii)  the custody,  preservation, use  or
 operation of, or the  sale of, collection from,  or other realization  upon,
 any of  the Collateral,  (iii) the  exercise or  enforcement of  any of  the
 rights of the Secured Party hereunder or (iv) the failure of the Obligor  to
 perform or observe any of the provisions hereof.

      (h) THIS  SECURITY AGREEMENT  SHALL BE  GOVERNED  BY AND  CONSTRUED  IN
 ACCORDANCE WITH THE INTERNAL LAWS OF  THE STATE OF TEXAS (WITHOUT  REFERENCE
 TO SUCH STATE' S RULES AS TO CHOICE OF  LAWS) EXCEPT TO THE EXTENT THAT  THE
 LOCATION OF  THE  COLLATERAL REQUIRES  APPLICATION  OF THE  LAW  OF  ANOTHER
 JURISDICTION.

      (i)  This  Security  Agreement  may  be  executed  in  any  number   of
 counterparts, each of which shall be deemed  to be the original, but all  of
 which together shall constitute one and the same instrument.
<PAGE>

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

                              OBLIGOR:

                              AMERICAN HEALTHCHOICE, INC.


                              By: ________________________________
                                  Dr. J.W. Stucki, President & CEO

                              SECURED PARTY:

                              LAREDO FAMILY ENTERPRISES, LLC


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


                              CORPUS CHIROPRACTIC CLINIC, LLC


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




                              ACME CHIROPRACTIC CLINIC, LLC


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



<PAGE>


                                  EXHIBIT C

                         ALLOCATION OF PURCHASE PRICE




                                           Gross     Allocation
                                        ---------    ---------

 San Benito Receivables                   950,600      500,000

 Laredo Receivables                     1,982,800    1,000,000

 Corpus Christi Receivables             1,198,800      600,000

 Clinic Equipment                          50,000       50,000

 Goodwill                                            3,850,000

                                        ---------    ---------
                      Total             4,182,200    6,000,000
                                        =========    =========


<PAGE>




                                  EXHIBIT F


                       INDEPENDENT CONTRACTOR AGREEMENT

      THIS INDEPENDENT CONTRACTOR AGREEMENT  ("Agreement") is made  effective
 as of the  1st day  of September,  2000, between  AHC Chiropractic  Clinics,
 Inc., a Texas corporation, (hereinafter called the "Company"), and Dr. David
 P. Voracek, D.C. (hereinafter called the "Contractor").

                                  WITNESSETH

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

   WHEREAS, it is the  desire of the  Company to engage  the services of  the
   Contractor  to  perform  for  the  Company,  management,  consulting   and
   marketing services, regarding  the general  administrative and  management
   functions for  the operation  of the  health care  service clinics  as  an
   independent contractor and not as an Employee.

   WHEREAS, it is also the  desire of the Company  to engage the services  of
   the Contractor to serve  as its Compliance Officer  to ensure that all  of
   its health  care service  clinics are  in compliance  with all  applicable
   state and federal laws and regulations related to the Company's  marketing
   efforts.

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

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

 B.   Term and Duties

    1.  This Agreement shall be deemed to have commenced as of the date first
      above  written  and  shall  continue for  a  period  of  one  (1)  year
      thereafter.

    2.    In  relation to the  Contractor's marketing duties, the  Contractor
      agrees to  (1)  act as  marketing and public relations liaison for  the
      Company;   (2) meet  with key  personnel in  the industrial  sector  to
      promote professional  and medical services  rendered by  the Company;
      (3)   negotiate commitments  from the  maquila-med sector  in order  to
      provide quality health care for United States and Mexico  manufacturing
      plants;   (4)  provide  marketing, advertising,  promotion and  seminar
      expertise to  stimulate personal injury  accounts;  (5)   will  promote
      the business  to attorneys  and paralegals; and   (6)  ensure that  the
      Company stays in compliance with all applicable state and federal  laws
      and regulations in relation to marketing the services of its clinics.
<PAGE>
    3.    During the term of the Agreement hereunder and except for  illness,
      reasonable vacation  periods  and  reasonable leaves  of  absence,  the
      Contractor shall  devote the  Contractor's time,  attention, skill  and
      efforts  to  the  faithful  performance  of  the  Contractor's   duties
      hereunder and the furtherance of the Company's business.

    4.     Further, the  Contractor will  make himself  available to  consult
      with officers  of  the Company,  the  Board of  Directors,  physicians,
      chiropractors  and  the  administrative  staff,  at  reasonable  times,
      concerning matters  pertaining  to  management  and  operation  of  the
      clinics, the  organization  of  the administrative  staff,  the  fiscal
      policy of  the  clinic, and,  in  general, concerning  any  problem  of
      importance concerning  the  business affairs  of  the clinics  and  the
      Company.

C.    Compensation

      1.   For all  services rendered  by Contractor  hereunder, the  Company
        shall pay Contractor  the sum of Sixty Thousand Dollars  ($60,000.00)
        per year, payable in equal  monthly installments by the 20th of  each
        month.   No deductions shall be  made from Contractor's  compensation
        for any taxes and governmentally required withholdings.

      2.   In addition  to such  compensation  as is  to  be payable  to  the
        Contractor as  stated above  in Section  1, the  Contractor shall  be
        entitled to receive a performance bonus defined as follows:

           a.  For the  year ended September 30,  2001, the Contractor  shall
           receive a Twenty Thousand Dollar ($20,000.00) performance bonus if
           the Earnings Before Interest, Taxes, Depreciation and Amortization
           ("EBITDA") of  American HealthChoice,  Inc.  for the  fiscal  year
           ended  September   30,   2001,   exceeds   One   Million   Dollars
           ($1,000,000.00).    The  calculation,  derived  from  the  audited
           financial  statements,  shall  be  approved  by  the  Compensation
           Committee and shall be payable on December 31, 2001.

 C. Benefits

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

      2.    The Contractor  shall be  reimbursed in  accordance with  Company
       policies  for any and all necessary and reasonable travel and  out-of-
       pocket  expenses incurred by  the Contractor directly  related to  his
       duties.
<PAGE>

 F. Termination of Agreement

      1.   This Agreement shall be terminated upon the happening of the first
 of any of the following events:

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

           b. Upon the death of the Contractor; or

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

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

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

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

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

    If to the Company:    AHC Chiropractic Clinics, Inc.
                     1300 W. Walnut Hill Lane, Suite 275
                     Irving, Texas 75038

    If to the Contractor: Dr. David P. Voracek, D.C.
                     2025 Tartan Trail
                     Highland Village, TX  75077

 I.  Miscellaneous

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

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

      3. Time:  Time is of the essence.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 CONTRACTOR:                        COMPANY:
                                    AHC Chiropractic Clinics, Inc.


 ___________________________________ _________________________________
 Dr. David P. Voracek, D.C.         Dr. J. Wes Stucki, President