EXHIBIT 10.28

                            EMPLOYMENT AGREEMENT

 THIS EMPLOYMENT  AGREEMENT (the  "Agreement"), is  made  this first  day  of
 October, 2000,  by  and  between American  HealthChoice,  Inc,  a  New  York
 corporation (the "Company"), with  its principal offices  at 1300 W.  Walnut
 Hill Lane, Suite 275,  Irving, Texas, 75038 and  John C. Stuecheli as  Chief
 Financial Officer (hereinafter "CFO"), residing  at 1861 Brown Blvd.,  Suite
 612, Arlington, Texas, 76006, an individual.

                                  ARTICLE I
                            Employment and Duties

     Section 1.1. Employment.  The Company  hereby agrees to employ the  CFO,
 and the CFO hereby agrees to such employment with the Company as an employee
 of the Company, upon the terms and conditions hereinafter set forth.

     Section 1.2. Duties.   The  CFO shall  devote substantially  all of  his
 business time and energies to the business of the Company. The CFO agrees to
 perform such  services not  inconsistent with  his position  as CFO  and  as
 Controller as shall from time to time be assigned to him by the President of
 the Company.

                                  ARTICLE II
                              Term of Employment

      Section 2.1.  Term.  The  CFO shall be  employed by the  Company for  a
 period commencing  on November 1,  2000. and, except  as otherwise  provided
 herein, ending three  (3) years from such date.  The term of this  Agreement
 shall be extended by twelve  months from the then effective expiration  date
 if either party fails to  give sixty (60) days notice of cancellation  prior
 to  the  expiration  date  of  this  Agreement.  The  period  of  the  CFO's
 employment hereunder, including any extension or extensions pursuant to  the
 foregoing sentence, is referred to hereinafter as the "Employment Term".

     Section  2.2. Termination.   This Agreement, and  the employment of  the
 CFO  hereunder, shall terminate  prior to the  expiration of the  Employment
 Term in the following manner:

      a.   Retirement.

            (1)      This Agreement  shall terminate  automatically upon  the
                 CFO's Retirement, as defined hereinafter.

            (2)      For purposes of this  Agreement, "Retirement" means  the
                 termination  of the CFO's  employment initiated  by the  CFO
                 whereby  the  CFO  is entitled  to  receive  an  immediately
                 payable  benefit,  including an  early  retirement  benefit,
                 under  the  Company's  retirement plan,  if  any,  generally
                 applicable   to  its  salaried   employees  or,  under   any
                 retirement  arrangement established with respect to the  CFO
                 with  his consent,  in eithercase,  whether or  not the  CFO
                 commences  to  receive such  benefit  at the  time  of  such
                 termination.
<PAGE>

             (3)     Upon termination of  the CFO's employment  by reason  of
                 Retirement,   the  CFO   shall  be   entitled  to   benefits
                 determined  in  accordance with  the  Company's  retirement,
                 benefit and insurance programs in effect at such time.

      b. Terminationfor Cause.

         (1) The CFO's employment under this Agreement may be terminated  for
    cause at any time, effective upon written notice by the President  of the
    Company.

         (2)    As used in this  Agreement, "cause" shall  be deemed to  mean
    one or more of the following:

          (a)  The CFO's embezzlement or misappropriation of funds;

          (b)  The CFO's conviction of a felony involving moral turpitude;

          (c)  The CFO's commission of acts of dishonesty, fraud, or deceit;

          (d)  The CFO's breach of any material provision of this Agreement;

          (e)  The CFO's habitual or willful neglect of his duties;

          (f)  The CFO's breach of fiduciary duty to the Company involving
          personal profit; or

          (g)  The CFO's material violation of any other duty to the Company
          or its stockholders imposed by law or by the Board of Directors.

         (3)    In the event that  the Board of  Directors acts to  terminate
    the  CFO for cause  in accordance with  paragraph (1), the  CFO shall  be
    paid  all compensation and  other sums  due to  him through  the date  of
    termination, including, without limitation, reimbursements for  allowable
    expenses incurred  by the CFO,  but shall not  be entitled toreceive  any
    compensation or benefits thereafter.

     c.   Termination Without Cause.

          (1) Either Party can terminate this agreement without cause  within
          the first ninety (90) days, which such time is the CFO's  Probation
          Period. Should  said termination  take place  within the  Probation
          Period, then the Company would not be obligated to any  obligations
          under Article III  herein and  CFO would  still be  subject to  the
          provisions under Article IV.  Should the Company  and CFO agree  to
          continue employment after the  Probationary Period, then CFO  shall
          be vested in the stock grant and stock options subject to the terms
          herein.

          (2) The Company may, at any time, terminate this Agreement  without
          cause on sixty (60) days written notice to the CFO.

          (3)  As used  in this  Agreement, the  phrase "termination  without
          cause" means termination of employment other than:
<PAGE>

          (a)  Termination pursuant to Section 2.2.b. of this Agreement; or
          (b)  Termination pursuant to Section 2.2.d. of this Agreement; or
          (c)  The CFO's voluntary termination of his employment pursuant to
               Section 2.2.a. or otherwise.

          (4)  If the CFO's employment with the Company is terminated without
          cause after the Probation Period, then Company will continue to pay
          as liquidated  damages his  then current  Base Salary  (as  defined
          herein) for  the next  one hundred  eighty (180)  days  immediately
          following the date of such termination (the "Severance Period") but
          at no time shall  the said liquidated  damages or Severance  Period
          exceed the initial one year term of this Agreement.

          (5)  If the Company elects to  terminate this Agreement during  the
          Probationary Period without cause, then  the Company will agree  to
          pay one  month's  salary  to CFO  over  the  same  period,  without
          incurring any other obligations.

     d.   Termination Upon Death or Disability.

          (1) If the CFO dies  or becomes permanently disabled to the  extent
     that he is unable  to perform his duties  under this Agreement, at  such
     time as he is  determined to be permanently  disabled or upon death,  he
     shall  be  deemed  terminated   and  he,  his  heirs,  or  assigns,   as
     applicable, shall  receive an amount  equal to eighty  percent (80%)  of
     his Base  Salary for  two (2)  months, plus  any bonus  compensation  to
     which the  CFO would  be entitled, pro  rated to  the date  of death  or
     permanent disability; provided, however,  that the payment of such  Base
     Salary shall be reduced  by an amount equal to  the sum of all  benefits
     received by  the CFO from  (i) federal or  state disability programs  or
     (ii) any  private disability plan  provided by the  Company. Payment  of
     such sum shall be made in accordance with Section 3.1 hereof.

          (2)  For  purposes  of  this  Agreement,  the  terin   "permanently
     disabled" shall mean the  CFO's inability to perform services by  reason
     of illness or other incapacity for a period of more than one (1)  month,
     established by medical evidence satisfactory to the Company.

          (3) All  other benefits to which the CFO may be entitled  following
     the  CFO's termination for  death or disability  shall be determined  in
     accordance  with the plans, policies and  practices of the Company  then
     in effect.

    Section  2.3.  Other Occurrences Upon  Termination.  Upon termination  of
 this Agreement:

         a.   The Company's obligation to  provide the CFO with  compensation
      and benefits as provided  herein shall discontinue  at the  termination
      date of this Agreement except as otherwise required by law.

         b.   The CFO shall comply fully  with the provisions of Article  IV.
      herein, including, without limitation, the  surrender to the  Company's
      designated agent of all property of the Company belonging thereto  that
      is in the possession,  custody or  control of the  CFO at  the time  of
      termination, including, but not limited  to, keys, files,  furnishings,
      reports, records, documents and the like; and
<PAGE>
         c.  With  respect to any stock options, restricted stock,  incentive
      plans, deferred compensation  arrangements or other  plans or  programs
      in which the  CFO is participating  at the time  of tennination of  his
      employment, the CFO's  rights and benefits under  each such plan  shall
      be  determined   in  accordance   with  the   terms,  conditions,   and
      limitations  of the plan, this  Agreement, and  any separate  agreement
      executed by the CFO which may then be in effect.

     Section 2.4.  Mitigation of  Amounts Payable Upon Termination.  The  CFO
 shall be  required to mitigate  the amount of  any payment  provided for  in
 this Article H. by seeking other employment or otherwise, and the amount  of
 any  payment provided  for  in this  Article  H.  shall be  reduced  by  any
 compensation  earned by  the CFO  as  the result  of employment  by  another
 employer  after  the  date  of  the  CFO's  termination  of  employment,  or
 otherwise.

                                  ARTICLE III
                             Compensation and Benefits

 Section 3.1. Base Salary.

     a.  For  all services rendered  by the CFO  during his employment  under
 this Agreement, the Company  shall pay the CFO  as compensation a salary  at
 the rate of  one hundred  ten thousand ($110,000)  per year.  All taxes  and
 governmentally required withholdings  shall be deducted  in conformity  with
 applicable laws.

     b.  During the Employment Term,  the CFO's salary  shall be reviewed  at
 least annually.  Such review  shall be  conducted by  the President  of  the
 Company.

    Section 3.2.  Performance Bonus.  In addition to such compensation as  is
 to be payable to the CFO pursuant to the provisions of Section 3.1, the  CFO
 shall be  entitled  to  received an  annual  performance  bonus  defined  as
 follows:

    a.   For the year ended September 30,  2001, the CFO shall receive a  Ten
 Thousand Dollar  ($10,000.00)  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 paylable on December 31, 2001.

    b.   For the years  ended September 30, 2002  and 2003, the  Compensation
 Committee  shall  determine  the  target  EBITDA  and  the  amount  of   the
 performance bonus by January 1, 2002 and 2003 respectively.

    Section 3.3.  Stock Award.  In addition to such compensation as is to  be
 payable to the CFO pursuant to the provisions of Section 3.1, the CFO  shall
 be entitled to receive a stock award defined as follows:

           a. As added consideration for extending the term of the employment
      agreement, the Company, at its cost,  will issue Five Hundred  Thousand
      (500,000) shares of restricted common stock to CFO.
<PAGE>

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

     Section 3.4.   Benefits.   In  addition to,  and not  in lieu  of,  Base
 Salary, bonus or  other compensation payable to  the CFO hereunder, the  CFO
 shall be entitled to the following benefits:

           a.  Employee Benefits.   The CFO shall be entitled to  participate
      in the  employee benefit programs generally  available to employees  of
      the  Company, all  in  accordance with  the  Company's policies  as  in
      effect from time to time during the Employment Term.

           b.   Health Insurance:   Health insurance will  be made  available
      for the CFO, spouse, and  children living at home, effective with  date
      of  employment,  on  the  same  terms  as  is  generally  available  to
      employees  of  the  Company,  all  in  accordance  with  the  Company's
      policies as in effect from time to time during the Employment Term.

           c.   Vacations.   The CFO shall  be entitled to  two (2) weeks  of
      vacation  (pro rated for  periods of less  than 12  months). After  one
      year  of  employment CFO  shall  be entitled  to  three weeks  or  such
      greater  length of time  as may be  approved from time  to time by  the
      President  of the  Company  during each  full  year of  his  employment
      hereunder, with full pay in accordance with the vacation policy of  the
      Company, such vacation to be taken by the CFO at such time or times  as
      are  consistent with  the  reasonable business  needs of  the  Company.
      Vacation  shall  accrue as  of  the date  hereof  with respect  to  the
      Company's fiscal year  2001, and thereafter, any accrued vacation  time
      not used during  the year in which it is available to be taken will  be
      lost.

           d.  Business Expenses.  The CFO shall be reimbursed in  accordance
      with  Company  policies  for  any  and  all  necessary  and  reasonable
      business expenses incurred by the CFO during the Employment Term.

           e.  Holidays.   The CFO shall be entitled to such holidays as  the
      Board of Directors may approve for all employees of the Company.

           f.   Sick Leave.  The CFO shall  be entitled to a maximum of  five
      (5) days paid sick leave per year because of sickness or accident.

           g.  Dues and Licenses.  The Company will pay on behalf of the  CFO
      his  annual licenses  and  dues to  two professional  organizations  of
      CFO's choice, that is directly related to his employment.

           h.  Continuing  Professional Education.  The Company will  support
      the CFO's  annual continuing professional education (CPE)  requirements
      for  up to forty  (40) hours per  year.  Accordingly, the Company  will
      reimburse  the CFO to attend  such professional meetings and  seminars,
      to cover expenses  for materials, course fees, travel, lodging,  meals,
      etc.   All expenses  incurred by the  CFO and to  be reimbursed by  the
      Company shall be reasonable.
<PAGE>

                                  ARTICLE IV
                           Miscellaneous Provisions

 Section 4.1. Covenant Not to Compete with the Company.

     a.   If  this Agreement is  terminated for any  reason, the  CFO, for  a
 period of  one (1)  year  after the  date  of termination  (the  "Noncompete
 Term"), shall not directly or indirectly own, manage, operate or control, or
 be employed by  or participate in  or be connected  in any  manner with  the
 ownership, management, operation,  or control of,  any business  or type  of
 business, located within  a ten (10)  mile radius of  any facility owned  or
 operated by any member of the Company Group (as defined below) which renders
 medical, chiropractic or physical therapy services competitive with those of
 such member.

     b.   In addition, the CFO agrees that for the duration of the Noncompete
 Term, he will not,  either directly or  indirectly: (i) make  any use of  or
 make known  to any  competing  person, firm,  or  corporation the  names  or
 addresses of any potential  or pending acquisition and/or  the names of  the
 patients of  any  member of  the  Company  Group or  any  other  information
 pertaining to said businesses, acquisitions, and/or patients; (ii) call  on,
 solicit or take away, or attempt  to call on, solicit  or take away, any  of
 the business, acquisitions,  and/or patients of  any member  of the  Company
 Group  with  whom  the  CFO  became  acquainted  during  his  employment  or
 association with the Company or any  other member of the Company Group,  for
 commercial or  competitive purposes  either for  himself  or for  any  other
 person, firm, or corporation;  or (iii) solicit or  take away or attempt  to
 solicit or take away  any person then employed  (including any employee  who
 had been employed by the  Company or any other  member of the Company  Group
 within six  (6)  months  prior  to  the time  of  the  termination  of  this
 Agreement) by the  Company or  any other member  of the  Company Group,  for
 purposes of employment by or any consulting relationship with himself or any
 other person, firm or corporation.

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

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

     e.  The CFO agrees that if a court of competent jurisdiction  determines
 that the length of  time or any other  restriction, or portion thereof,  set
 forth in this Section 4.3 is overly restrictive and unenforceable, the court
 may reduce or modify  such restrictions to those  which it deems  reasonable
 and enforceable under the circumstances, and as so reduced or modified,  the
 parties hereto agree that  if a court  of competent jurisdiction  determines
 that any provision of this Section is invalid or against public policy,  the
 remaining provisions of  this Section and  the remainder  of this  Agreement
 shall not be affected thereby, and shall remain in full force and effect.

     f.  The CFO acknowledges that the business of the Company and the  other
 members of the Company Group is national in scope and that the  restrictions
 imposed by  this  Agreement  are legitimate,  reasonable  and  necessary  to
 protect  the  Company's  and  the  other  members  of  the  Company  Group's
 investment in their respective businesses and the goodwill thereof.  The CFO
 acknowledges that  the  scope and  duration  of the  restrictions  contained
 herein are reasonable in light of the time that the CFO has been engaged  in
 the business of  the Company, the  CFO's reputation in  the markets for  the
 businesses of the Company and the other members of the Company-Group and the
 CFO's relationship with the  patients of the members  of the Company  Group.
 The CFO further acknowledges that the restrictions contained herein are  not
 burdensome to the CFO in light  of the consideration paid therefore and  the
 other  opportunities  that  remain  open  to  the  CFO.  Moreover,  the  CFO
 acknowledges that he has other means available to him for the pursuit of his
 livelihood.

     9.   The CFO acknowledges and agrees that the Company's remedies at  law
 for a breach or threatened breach of  any of the provisions of this  Section
 would be inadequate and, in recognition  of this fact, the CFO agrees  that,
 in the event  of such  a breach  or threatened  breach, in  addition to  any
 remedies at law, the Company, without posting any bond, shall be entitled to
 obtain equitable  relief  in the  form  of specific  performance,  temporary
 restraining order, temporary or permanent injunction or any other  equitable
 remedy which may then be available.

 Section 4.2. Confidentiality; Specific Performance.

     a.    The  CFO will  not  at  any time  (whether  during  or  after  his
 employment with  the  Company)  disclose  or use  for  his  own  benefit  or
 purposes, or the benefit or purposes of any other person, firm, partnership,
 joint venture,  association,  corporation or  other  business  organization,
 entity or enterprise  other than  the Company and  any other  member of  the
 Company Group, any Trade Secrets (as  defined below) of the Company  without
 first obtaining the written consent of the Company.

     b.  The CFO will not at any time during his employment with the  Company
 or for  a period  of two  (2)  years after  termination of  his  employment,
 disclose or use for his own benefit  or purposes or the benefit or  purposes
 of  any  other  person,  firm,  partnership,  joint  venture,   association,
 corporation or other business organization, entity or enterprise other  than
 the Company and  any other  member of  the Company  Group, any  Confidential
 Information (as defined  below) of the  Company or any  other member of  the
 Company Group which is disclosed to or learned by the CFO during  employment
 with the Company.  The CFO  acknowledges that  Confidential Information  and
 materials developed by  the CFO, or  Confidential Information and  materials
 received by the Company in confidence from third parties, are also  included
 within the meaning and provisions of this Section.
<PAGE>

     c.   As used herein, "Trade Secrets"  means the whole or any portion  or
 phase of  technical  information,  design, process,  procedure,  formula  or
 improvement known or used by the Company or any other member of the  Company
 Group that is valuable  and secret (in  the sense that  it is not  generally
 known to competitors  of the  Company). To  the extent  consistent with  the
 foregoing,  Trade  Secrets  include  (without  limitation)  the  specialized
 information and technology that provide any member of the Company Group with
 an advantage over competitors or potential competitors in its industry.

     d.   As used herein, "Confidential  Information" means, with respect  to
 any person, any  data or  information known by  that person  related to  the
 business of the  person, other than  Trade Secrets, that  is of  competitive
 significance to the person  and not generally known  by or available to  the
 public or  are maintained  as confidential  by such  person. To  the  extent
 consistent with the foregoing, "Confidential Information" includes  (without
 limitation): patient records;  cost data (such  as labor  or material  costs
 pertaining to services) of the Company; the identity and location of vendors
 and the terms of sales (including prices) negotiated with such vendors; data
 relating to sales  - by  patient, by location,  by service  category, or  by
 sales price; patient lists; financial information that has not been released
 to the public; future business  plans, marketing strategies, or  advertising
 campaigns; and personnel files.

      e.  The  CFO agrees that  upon termination of  his employment with  the
 Company for  any reason,  he  will return  to  the Company  immediately  all
 memoranda, books, papers,  plans, information, letters  and other data,  and
 all copies thereof or therefrom in any  way relating to the business of  the
 Company and any other member of the Company Group, except that he may retain
 personal notes, notebooks and diaries. The CFO ftirther agrees that he  will
 not retain or use for his account at any time any trade names, trademark  or
 other proprietary business designation used or owned in connection with  the
 business of the Company or any other member of the Company Group.

      f.  The CFO acknowledges and agrees that the Company's remedies at  law
 for a breach or threatened breach of  any of the provisions of this  Section
 would be inadequate and, in recognition  of this fact, the CFO agrees  that,
 in the event  of such  a breach  or threatened  breach, in  addition to  any
 remedies at law, the Company, without posting any bond, shall be entitled to
 obtain equitable  relief  in the  form  of specific  performance,  temporary
 restraining order, temporary or permanent injunction or any other  equitable
 remedy which may then be available.

     Section 4.3. Governing  Law.  This  Agreement shall be  governed by  and
 construed in accordance with the laws of the State of Texas.

     Section 4.4. Arbitration.

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

      b.  Awards shall be final and binding on all parties to the extent  and
 in the  manner provided  by Texas law;  provided that  an arbitration  award
 shall not be  binding on the Company  to the extent  such award exceeds  the
 maximum amount the Company would be required to pay the CFO pursuant to  the
 express terms of this Agreement. All awards  may be filed by any party  with
 the Clerk  of the  District Court  in the  County of  Dallas, Texas  and  an
 appropriate judgment entered thereon and execution issued therefore. At  the
 election of any  party said award  may also be  filed, and judgment  entered
 thereon and execution issued therefore, with the clerk of one or more  other
 courts, state or  federal, having jurisdiction over  the party against  whom
 such award is rendered or its property.

      Section  4.5.  Entire  Agreement:  Amendments;  Effectiveness.     This
 Agreement  shall  supersede  any and  all  existing  employment,  change  in
 control  or severance agreements between the CFO  and the Company or any  of
 its  respective affiliates  and  contains the  entire understanding  of  the
 parties with respect to the employment of the CFO by the Company. There  are
 no   restrictions,   agreements,   promises,   warranties,   covenants    or
 undertakings  between the parties with respect to the subject matter  hereof
 other  than  those  expressly  set  forth  herein.  No  provisions  of  this
 Agreement  may be amended or modified unless such amendment or  modification
 is  in writing and signed by each of the parties hereto. THIS AGREEMENT  AND
 ANY  AMENDMENT HERETO SHALL NOT BE EFFECTIVE UNLESS AND UNTIL SIGNED BY  THE
 COMPANY AND THE CFO.

     Section 4.6.  No Waiver.  The failure  of a party to insist upon  strict
 adherence to  any  term of  this  Agreement on  any  occasion shall  not  be
 considered a waiver  of such  party's rights or  deprive such  party of  the
 right thereafter to insist upon strict  adherence to that term or any  other
 term of this Agreement.

     Section 4.7. Severability.   In the event  that any one  or more of  the
 provisions of  this  Agreement  shall  be  or  become  invalid,  illegal  or
 unenforceable in any respect, the  validity, legality and enforceability  of
 the remaining provisions of this Agreement shall not be affected thereby.

     Section 4.8.  Assignment.    This Agreement is  personal to each of  the
 parties hereto, and, except as otherwise provided, neither party hereto  may
 assign, transfer in any way, or  delegate any of their respective rights  or
 obligations hereunder. This Agreement and all of the rights and  obligations
 of Company hereunder may be assigned or transferred by it, in whole but  not
 in part,  to and  shall be  binding upon  and inure  to the  benefit of  any
 "affiliate" of  Company,  but any  such  assignment or  transfer  shall  not
 relieve Company of any obligations hereunder.

     Section 4.9.  Notice.   For the purposes of this Agreement, notices  and
 all other communications provided for in  the Agreement shall be in  writing
 and shall be  deemed to have  been duly given  when personally delivered  or
 mailed by  United  States  registered  or  certified  mail,  return  receipt
 requested, postage prepaid, addressed to the respective addresses set  forth
 in the opening of this Agreement;  provided that all notices to the  Company
 shall be directed  to the attention  of the Chief  Operating Officer or  the
 President, or to such other address as either party may have Rimished to the
 other in writing in  accordance herewith, except that  notices of change  of
 address shall be effective only upon receipt.
<PAGE>

     Section 4.10.   Headings.  The headings contained in this Agreement  are
 for convenience only and shall in no manner  be construed as a part of  this
 Agreement.

     Section 4.11.   Enforcement.  In the event either party resorts to legal
 action to enforce the terms and provisions of this Agreement, the prevailing
 party shall be  entitled to recover  the costs of  such action so  incurred,
 including, without limitation, reasonable attorneys' fees.

     Section 4.12.   Counterparts.  This Agreement (and any written amendment
 thereto) may be executed in one or more counterparts, each of which shall be
 deemed to be an original but all  of which together will constitute one  and
 the same instrument.

     Section  4.13.    Survival  of  the  CFO's   Obligations.    The   CFO's
 obligations under this  Agreement shall  survive regardless  of whether  the
 CFO's employment by the Company is terminated, voluntarily or involuntarily,
 by the Company or the CFO, with or without cause.

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

                                    COMPANY:

 CFO:                               American HealthChoice, Inc.


 _____________________________      ____________________________
 John C. Stuecheli                  Dr. J. Wes Stucki, President