EXHIBIT 4.8

                         American HealthChoice, Inc.
                           Series B Preferred Stock

           Certificate No.:         101

           Shares:

           Holder of Record:

           Date of Issuance:        September 30, 2004


           A.   Stated Value.

                1.   Each share  of Series  B Preferred  Stock shall  have  a
 stated (face) value of $100.00.

           B.   Dividends.

                1.   The holder  of  each  issued and  outstanding  share  of
 Series B Preferred Stock shall be entitled to receive, when and as  declared
 by the Board of Directors of the Corporation, out of the assets at the  time
 legally available for such purpose, dividends at a rate of four percent (4%)
 per annum on the stated value, payable semi-annually at the Company's option
 in cash or in shares of  the Common Stock of  the Corporation at a  dividend
 conversion price equal to the average closing bid price for the twenty  (20)
 trading days prior to payment; provided, however, that in no event shall the
 dividend conversion  price  be  less  that  $0.05.    Such  dividends  shall
 accumulate  until  paid to  the holders.  If  any dividends  payable on  the
 Series B Preferred Stock with respect to any dividend payment period are not
 paid for any  reason, the right  of the holders  of the  Series B  Preferred
 Stock to receive payment of such dividend shall not lapse or terminate,  but
 said unpaid dividend or dividends shall be added to the stated value of  the
 Series B  Preferred Stock  effective at  the  beginning of  the  semi-annual
 period next succeeding  the semi-annual period  as to  which such  dividends
 were not  paid, and  shall thereafter  accrue  additional dividends  at  the
 above-stated dividend  rate.  Any  dividend  payment made  on the  Series  B
 Preferred Stock shall be  credited against the  earliest accrued but  unpaid
 dividend which has be added  to the stated value  of the Series B  Preferred
 shares and shall reduce the stated value by the amount of the dividend paid.
  No dividends shall be  declared or paid with  respect to the  Corporation's
 Common Stock (other than  a dividend payable solely  in Common Stock of  the
 Corporation), or upon any other class of Preferred Stock of the  Corporation
 with a dividend  preference subordinate to  the dividend  preference of  the
 Series B Preferred Stock, unless a  dividend of equal or greater amount  per
 share (on an as-if-converted  to Common Stock basis)  is first declared  and
 paid with respect to the Series B Preferred Stock.

                2.   No dividends shall  be paid  on the  Series B  Preferred
 Stock if such payment would violate New York law.

           C.   Liquidation Preference.

                1.   In the event of any liquidation, dissolution or winding-
 up of the  Corporation, either voluntary  or involuntary (a  "Liquidation"),
 the holders  of shares  of the  Series B  Preferred Stock,  then issued  and
 outstanding, shall  be  entitled  to  be  paid out  of  the  assets  of  the
 Corporation available  for distribution  to its  shareholders, whether  from
 capital, surplus  or earnings,  before  any payment  shall  be made  to  the
 holders of shares of the Common Stock or upon any other series of  Preferred
 Stock of the Corporation  with a liquidation  preference subordinate to  the
 liquidation preference of the Series B  Preferred Stock, an amount equal  to
 one hundred dollars  ($100) per share,  plus an amount  equal to any  unpaid
 dividends accumulated and  unpaid on each  such share to  and including  the
 date of  distribution  on such  share.   If,  upon  any Liquidation  of  the
 Corporation, the assets of the Corporation available for distribution to its
 shareholders shall  be insufficient  to pay  the holders  of shares  of  the
 Series B Preferred Stock  and the holders of  any other series of  Preferred
 Stock with a liquidation preference equal  to the liquidation preference  of
 the  Series  B  Preferred  Stock  the  full  amounts  to  which  they  shall
 respectively be entitled, the  holders of shares of  the Series B  Preferred
 Stock  and  the  holders  of  any  other  series  of  Preferred  Stock  with
 liquidation preference equal to the liquidation  preference of the Series  B
 Preferred Stock shall receive all of the assets of the Corporation available
 for distribution and each  such holder of shares  of the Series B  Preferred
 Stock and  the  holders  of any  other  series  of Preferred  stock  with  a
 liquidation preference equal to the liquidation  preference of the Series  B
 Preferred Stock shall share ratably in  any distribution in accordance  with
 the amount due such shareholders.  After payment shall have been made to the
 holders of shares  of the Series  B Preferred Stock  of the  full amount  to
 which they shall  be entitled, as  aforesaid, the holders  of shares of  the
 Series B  Preferred Stock  shall be  entitled  to no  further  distributions
 thereon and the holders of shares of the  Common Stock and of shares of  any
 other series  of  stock of  the  Corporation  shall be  entitled  to  share,
 according to their respective rights and preferences in all remaining assets
 of the Corporation available for distribution to its shareholders.

                2.   A merger  or consolidation  of the  Corporation with  or
 into any other corporation, or a  sale, lease, exchange, or transfer of  all
 or any part of the assets of the Corporation which shall not in fact  result
 in the  liquidation  (in  whole or  in  part)  of the  Corporation  and  the
 distribution of its assets to its shareholders  shall not be deemed to be  a
 voluntary or involuntary liquidation (in whole or in part), dissolution,  or
 winding-up of the Corporation.

           D.   Conversion of Series B Preferred Stock.

                The holders  of  Series  B Preferred  Stock  shall  have  the
 following conversion rights:

                1.   Right to  Convert.   Each share  of Series  B  Preferred
 Stock shall be convertible,  on the Conversion Dates  and at the  Conversion
 Prices set forth below, into fully  paid and nonassessable shares of  Common
 Stock.

                2.   Mechanics of  Conversion.    Each  holder  of  Series  B
 Preferred Stock who desires to convert the same into shares of Common  Stock
 shall provide notice ("Conversion Notice") via telecopy to the  Corporation.
 The  original  Conversion  Notice  and  the  certificate   or   certificates
 representing the Series B Preferred Stock  for which conversion is  elected,
 shall be  delivered  to  the  Corporation  by  international  courier,  duly
 endorsed.  The date upon which  a Conversion Notice is properly received  by
 the Corporation shall be a "Notice Date".

      The Corporation shall use its best efforts to issue and deliver  within
 ten (10) business days  after the Notice  Date, to such  holder of Series  B
 Preferred Stock at  the address  of the  holder on  the stock  books of  the
 Corporation, a  certificate or  certificates for  the  number of  shares  of
 Common Stock to which  the holder shall be  entitled as aforesaid;  provided
 that the original  shares of Series  B Preferred Stock  to be converted  are
 received by the transfer agent or  the Corporation within ten (10)  business
 days after the Notice Date and the person or persons entitled to receive the
 shares of Common Stock  issuable upon such conversion  shall be treated  for
 all purposes as the record holder or holders of such shares of Common  Stock
 on  such date.  If the  original shares of  Series B Preferred  Stock to  be
 converted are not received by the  transfer agent or the Corporation  within
 ten (10) business days  after the Notice Date,  the Conversion Notice  shall
 become null and void.

                3.   Conversion Dates.   The Series B  Preferred Stock  shall
 become convertible into shares of Common Stock at any Time commencing  sixty
 (60) days after  the date of  issuance of the  shares to  be converted  (the
 "Conversion Date").

                4.   Conversion Price.  In  the event accrued dividends  have
 been paid, the shares of Series B Preferred Stock shall be convertible  into
 the number of shares of Common Stock according to the following formula.

                                   N x 100
                               Conversion Price

      N =  the number of  shares of the  Series B Preferred  Stock for  which
 conversion is being elected.

                Conversion
      Price = the average closing bid price of the Corporation's Common Stock
 for the  five  (5)  trading days  immediately  preceding  the  Notice  Date;
 provided, however, that  in no event  shall at he  Conversion Price be  less
 that $0.05; and provided, further, that  in all cases the Corporation  shall
 pay all  accumulated but  unpaid dividends  with respect  to the  shares  of
 Series B Preferred Stock being converted.

                5.   Automatic Call Conversion.  If the average bid price  of
 the Corporation's Common Stock for five (5) trading days exceeds $0.20, each
 share of  Series  B  Preferred  Stock  outstanding  automatically  shall  be
 converted into 500 shares of Common Stock.  The Conversion Date shall be  10
 days after the bid price exceeds $0.20 for five trading

                6.   Automatic Put  Conversion.    Each  share  of  Series  B
 Preferred Stock outstanding  on September  30, 2007  automatically shall  be
 converted into Common Stock on such date at the Conversion Price of  $0.025,
 and September 30, 2007 shall be deemed to be the Notice Date with respect to
 such conversion.

                7.   Fractional Shares.  No fractional share shall be  issued
 upon the conversion  of any shares,  share or fractional  share of Series  B
 Preferred Stock.  All shares of  Common Stock (including fractions  thereof)
 issuable upon  conversion  of shares  (or  fractions thereof)  of  Series  B
 Preferred Stock by  a holder  thereof shall  be aggregated  for purposes  of
 determining whether  the conversion  would result  in  the issuance  of  any
 fractional shares.  If after the aforementioned aggregation, the  conversion
 would result in the issuance of a fraction  of a share of Common Stock,  the
 Corporation shall, in lieu of issuing  any fractional share, pay the  holder
 otherwise entitled to such fraction a sum  in cash equal to the closing  bid
 price of the  Corporation's Common Stock  on the Notice  Date multiplied  by
 such fraction.

                8.   Reservation of  Stock  Issuable Upon  Conversion.    The
 Corporation shall  at  all times  reserve  and  keep available  out  of  its
 authorized but unissued shares  of Common Stock, solely  for the purpose  of
 effecting the conversion of the shares of the Series B Preferred Stock, such
 number of  its  shares  of Common  Stock  as  shall from  time  to  time  be
 sufficient to effect the  conversion of all then  outstanding shares of  the
 Series B  Preferred Stock;  and if  at any  time the  number authorized  but
 unissued shares  of Common  Stock  shall not  be  sufficient to  effect  the
 conversion of all then outstanding shares  of the Series B Preferred  Stock,
 the Corporation  will take  such corporate  action as  may be  necessary  to
 increase its authorized but unissued shares  of Common Stock to such  number
 of shares as shall be sufficient for such purpose.

                9.   Adjustment to Conversion Price.

                     (a)  If, prior to the conversion of all shares of Series
 B Preferred  Stock, the  number of  outstanding shares  of Common  Stock  is
 increased by a  stock split,  stock dividend,  or other  similar event,  the
 Conversion Price  shall be  proportionately reduced,  or  if the  number  of
 outstanding shares  of  Common  Stock  is  decreased  by  a  combination  or
 reclassification of shares,  or other  similar event,  the Conversion  Price
 shall be proportionately increased.

                     (b)  If, prior to the conversion of all shares of Series
 B Preferred Stock,  there shall be  any merger,  consolidation, exchange  of
 shares, recapitalization,  reorganization,  or  other similar  event,  as  a
 result of which shares of Common  Stock of the Corporation shall be  changed
 into the same or a different number of  shares of the same or another  class
 or classes of stock or securities of the Corporation or another entity, then
 the holders of Series B Preferred  Stock shall thereafter have the right  to
 purchase and receive upon conversion of shares of Series B Preferred  Stock,
 upon the basis  and upon the  terms and conditions  specified herein and  in
 lieu of the  shares of Common  Stock immediately  theretofore issuable  upon
 conversion, such  shares of  stock and/or  securities as  may be  issued  or
 payable with respect to or in exchange for the number of shares Common Stock
 immediately theretofore purchasable and receivable upon conversion of shares
 of  Series  B  Preferred  Stock  held  by  such  holders  had  such  merger,
 consolidation, exchange of  shares, recapitalization  or reorganization  not
 taken place, and in any such case appropriate provisions shall be made  with
 respect to the rights and interests of the holders of the Series B Preferred
 Stock to the end that the provisions hereof (including,  without limitation,
 provisions for adjustment  of the Conversion  Price and of  the encumber  of
 shares issuable upon  conversion   of the  Series B  Preferred Stock)  shall
 thereafter be applicable, as nearly as may be practicable in relation to any
 shares of  stock  or securities  thereafter  deliverable upon  the  exercise
 hereof.  The Corporation shall not effect any transaction described in  this
 subsection unless the resulting  successor or acquiring  entity (if not  the
 Corporation) assumes by written instrument the obligation to deliver to  the
 holders of  the  Series  B  Preferred Stock  such  shares  of  stock  and/or
 securities as, in accordance with the  foregoing provisions, the holders  of
 the Series B Preferred Stock may be entitled to purchase.

                     (c)  If  any  under  this  subsection  would  create   a
 fractional share of Common Stock or a right to acquire a fractional share of
 Common Stock, such fractional share shall  be disregarded and the number  of
 shares of Common  Stock issuable upon  conversion shall be  the next  higher
 number of shares.

           E.   Redemption of Series B Preferred Stock.

                1.   Prerequisites to  Redemption.   Before  the  holders  of
 Series B Preferred Stock shall have redemption rights, the Corporation shall
 meet all of the following prerequisites:

                     (a) The Corporation must be in compliance with the terms
 and conditions of  the Belair  Capital Group,  Ltd. promissory  note in  the
 principal amount of $837,500 dated September  1, 2000 and amended March  31,
 2004

                     (b) The Corporation must  be current on all  obligations
 to the Internal Revenue Service for payroll and withholding taxes.

                2.   Shares eligible  for  Redemption.   If  the  Corporation
 meets the aforementioned prerequisites  and has an  annual net profit  after
 tax in excess of $500,000 for  the twelve month period ending September  30,
 2005, the holders of Series B  Preferred Stock shall have redemption  rights
 for 2,500 shares and  an additional 2,500 shares  if the Corporation has  an
 annual net profit in excess of  $500,000 for the twelve month period  ending
 September 30, 2006.

                3.   Mechanics of Redemption.  The redemption dates shall  be
 December 31, 2005 and December 31, 2006.  Each holder of Series B  Preferred
 Stock who  desires  to  redeem  the same  into  cash  shall  provide  notice
 ("Redemption Notice")  via  telecopy   to  the  Corporation.   The  original
 Redemption Notice  and  the  certificate or  certificates  representing  the
 Series B Preferred Stock for which redemption is elected, shall be delivered
 to the Corporation by international courier, duly endorsed.  The  Redemption
 Notice must be received by 10:00 am local time at the address of record  for
 the Corporation on January 15, 2006  and January 15, 2007, respectively,  to
 be eligible for redemption.

 If the  Corporation receives  redemption notices  from holders  of Series  B
 Preferred Stock for more  than 2,500 shares on  either redemption date,  the
 number of shares  submitted for  redemption will be  reduced on  a pro  rata
 basis as  to not  exceed the  2,500  shares eligible  for  redemption.   The
 Corporation shall issue and deliver a check in the amount of $100 multiplied
 by the  number  of  shares  eligible for  redemption  and,  if  required,  a
 certificate for the  number of  shares not  eligible for  conversion due  to
 2,500 share redemption limitation, at the address of the holder on the stock
 books of the Corporation no  later than March 31,  2006 and March 31,  2007,
 respectively.

           F.   Voting.  Except as otherwise provided below or by the General
 Corporation Law of the State of New York, holders of the Series B  Preferred
 Stock shall  have no  voting power  whatsoever, and  no holder  of Series  B
 Preferred Stock shall  vote or otherwise  participate in  any proceeding  in
 which actions shall be taken by the Corporation or the shareholders  thereof
 or be entitled to notification as to  any meeting of the Board of  Directors
 or the shareholders.

           G.   Protective  Provision.    So  long  as  shares  of  Series  B
 Preferred Stock are  outstanding, the  Corporation shall  not without  first
 obtaining the approval (by vote or  written consent, as provided by law)  of
 the holders of at least a majority of the then outstanding shares of  Series
 B Preferred Stock:

                1.   alter or change the rights, preferences or privileges of
 the shares of Series B Preferred Stock so as to affect adversely the  Series
 B Preferred Stock;

                2.   create any new  class or series  of stock  or issue  any
 capital stock senior  to or having  preference over the  Series B  Preferred
 Stock with respect to dividends, payments upon Liquidation (as provided  for
 in Section B of this Designation) or redemption.

                3.   do any act  or thing not  authorized or contemplated  by
 this Designation which would result in taxation of the holders of shares  of
 the Series B Preferred Stock under Section 305 of the Internal Revenue  Code
 of 1986, as  amended (or any  comparable provision of  the Internal  Revenue
 Code as hereafter from time to time amended); or

                4    enter into a merger in which the Corporation is not  the
 surviving corporation;  provided,  however,  that  the  provisions  of  this
 subparagraph (c)  shall  not  be  applicable  to  any  such  merger  if  the
 authorized capital stock of the surviving corporation immediately after such
 merger shall  include only  classes or  series of  stock for  which no  such
 consent or vote would  have been required pursuant  to this section if  such
 class or series had been authorized by the Corporation immediately prior  to
 such merger of which have the  same rights, preferences and limitations  and
 authorized amount  as  a  class  or  series  of  stock  of  the  Corporation
 authorized (with such consent or vote of the Series B Preferred Stock  prior
 t such merger and  continuing as a  authorized class or  series at the  time
 thereof.

           H.   Status of Converted Stock.  In the event any shares of Series
 B Preferred Stock shall  be converted as  contemplated by this  Designation,
 the shares so  converted shall be  canceled, shall return  to the status  of
 authorized but unissued Preferred  Stock of no  designated class or  series,
 and shall not be issuable by the Corporation as Series B Preferred Stock.

           I.   Status of Redeemed Stock.  In the event any shares of  Series
      B  Preferred  Stock   shall  be  redeemed   as  contemplated  by   this
      Designation, the shares so redeemed shall be canceled, shall return  to
      the status of authorized but unissued Preferred Stock of no  designated
      class or series,  and shall not  be re-issuable by  the Corporation  as
      Series B Preferred Stock.

           J.   Taxes.  All shares of Common Stock issued upon conversion  of
 Series  B  Preferred  Stock   will  be  validly   issued,  fully  paid   and
 nonassessable.  The Corporation shall pay  any and all documentary stamp  or
 similar issue or transfer taxes that may be payable in respect of any  issue
 of delivery of shares  of Common Stock on  conversion of Series B  Preferred
 Stock pursuant hereto.  The Corporation  shall not, however, be required  to
 pay any tax which may be payable in respect of any transfer involved in  the
 issue and delivery of shares of  Common Stock in a  name other than that  in
 which the Series B Preferred Stock so converted were registered, and no such
 issue or delivery shall be made unless and until the person requesting  such
 transfer has paid  to the  Corporation the  amount of  any such  tax or  has
 established to the satisfaction  of the Corporation that  such tax has  been
 paid  or that  so such  tax is  payable.  The Corporation  shall adjust  the
 amount of  dividends paid  or accrued  so  as to  indemnify the  holders  of
 Preferred Stock against any  withholding or similar tax  in respect of  such
 dividends.

      FURTHER RESOLVED,  that  the  statements  contained  in  the  foregoing
 resolutions creating and designating the said  Series B Preferred Stock  and
 fixing   the   number,   powers,   preferences   and   relative,   optional,
 participating, and other special rights and the qualifications, limitations,
 restrictions, and other distinguishing  characteristics thereof shall,  upon
 the effective date of said series, be deemed to be included in and be a part
 of the  certificate of  incorporation of  the  Corporation pursuant  to  the
 provisions of Sections 502(d)(3) and 805 of the Business Corporation Law  of
 the State of New York.

 IN WITNESS WHEREOF, we have executed and subscribed this Certificate and  do
 affirm the foregoing as true under the penalties of perjury on September 30,
 2004.


                               American HealthChoice, Inc.

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

                               By: _________________________________
                                   John C. Stuecheli, Secretary