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                                                                    EXHIBIT 10.9

                          AMERICAN HEALTHCHOICE, INC.

                  1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

                                AMENDMENT 1996-1

                               SEPTEMBER 1, 1996


         Pursuant to Section 14 of the American Healthchoice, Inc. 1995
Non-Employee Director Stock Option Plan (the "Director Option Plan"), American
Healthchoice, Inc., hereby amends the Director Option Plan effective September
1, 1996 as follows:

         1.      Director Option Plan Section 4(a) is hereby amended to add
                 thereto the following:

                          "(iv)  Notwithstanding the foregoing subparagraph
                 (iii), if the Company registers any of its equity securities
                 under Section 12(b) or 12(g) of the Exchange Act, the
                 following provisions shall replace subparagraph (iii) above:
                 The Committee administering this Plan shall be comprised
                 solely of two (2) or more non-employee directors of the
                 Company.  A non-employee director is any member of the Board
                 who:  (i) is not currently an officer of the Company or a
                 related corporation; (ii) does not receive compensation for
                 services rendered to the Company or a related corporation in
                 any capacity other than as a director; (iii) does not possess
                 an interest in any transaction with the Company for which
                 disclosure would be required under the securities laws; or
                 (iv) is not engaged in a business relationship with the
                 Company for which disclosure would be required under the
                 securities laws."


         2.      Director Option Plan Section 4(b) is hereby amended to read as
                 follows:

                          "(b)    Powers of the Board.  Subject to the
                 provisions of this Plan, the Board shall have the authority,
                 in its discretion, to:

                                  i)       grant Options;

                                  ii)      determine upon review of relevant
                          information and in accordance with Section 8(b) of
                          this Plan, the fair market value of the Common Stock;

                                  iii)     determine the exercise price per
                          Share of Options to be granted;
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                                  iv)      determine the Non-Employee Directors
                          to whom, and the time or times at which, Options
                          shall be granted and the number of Shares to be
                          represented by each Option;

                                  v)       interpret this Plan;

                                  vi)      prescribe, amend, and rescind rules
                          and regulations relating to this Plan;

                                  vii)     determine the terms and provisions
                          of each Option granted (which need not be identical)
                          and, with the consent of the holder thereof, modify
                          or amend each Option;

                                  viii)    accelerate or defer (with the
                          consent of the Optionee) the exercise date of any
                          Option;

                                  ix)      authorize any person to execute on
                          behalf of the Company any instrument required to
                          effectuate the grant of an Option previously granted
                          by the Board; and

                                  x)       make all other determinations deemed
                          necessary or advisable for the administration of this
                          Plan."

         3.      Director Option Plan Section 5(b) is hereby amended to read as
                 follows:

                          "(b)  Option Grants.  Each Option shall be designated
                 in the Option Agreement evidencing such Option."

         4.      Director Option Plan Section 8(a) is hereby amended to read as
                 follows:

                          "(a)  The per Share exercise price for the Shares to
                 be issued pursuant to exercise of an Option shall be the price
                 the Board determines in its sole discretion.  For purposes of
                 this Section 8(a), if an Option is amended to reduce the
                 exercise price, the date of grant of such Option shall
                 thereafter be considered to be the date of such amendment."

         5.      Director Option Plan Sections 9(b), (c) and (d) are hereby
                 amended to read as follows:

                          "(b)  Termination of Status as a Non-Employee
                 Director.  Upon the termination of an Optionee's Continuous
                 Status as a Non-Employee Director, such Optionee may, for such
                 period of time after the date of such termination as is
                 provided by the Board (but in no event later than the date of
                 expiration of the term of such Option as set forth in the
                 Option Agreement), exercise his Option to the





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         extent that he was entitled to exercise it at the date of such
         termination.  To the extent that the Optionee was not entitled to
         exercise the Option at the date of such termination, or if the
         Optionee does not exercise such Option (which he was entitled to
         exercise) within the time specified herein, the Option shall
         terminate.

                          (c)     Disability of Optionee.  Notwithstanding the
                 provisions of Section 9(b) above, in the event of termination
                 of an Optionee's Continuous Status as a Non-Employee Director
                 as a result of his total and permanent disability (as defined
                 in Section 22(e)(3) of the Code), such Optionee may, for such
                 period of time as is provided by the Board (but in no event
                 later than the date of expiration of the term of such Option
                 as set forth in the Option Agreement), exercise his Option to
                 the extent he was entitled to exercise it at the date of such
                 termination.  To the extent that the Optionee was not entitled
                 to exercise the Option at the date of termination, or if the
                 Optionee does not exercise such Option (which he was entitled
                 to exercise) within the time specified herein, the Option
                 shall terminate.

                          (d)     Death of Optionee.  Notwithstanding the
                 provisions of Section 9(b) above, in the event of the death of
                 an Optionee:

                                  (i)      during the term of an Option with
                          respect to an Optionee who is at the time of his
                          death a Non- Employee Director and who has been in
                          Continuous Status as a Non-Employee Director since
                          the date of grant of such Option, the Option may be
                          exercised for such period of time as is provided by
                          the Board (but in no event later than the date of
                          expiration of the term of such Option as set forth in
                          the Option Agreement), by the personal representative
                          of the Optionee's estate or by a person who acquired
                          the right to exercise the Option by bequest or
                          inheritance, but only to the extent of the right to
                          exercise that would have accrued had the Optionee
                          continued living and remained in Continuous Status as
                          a Non-Employee Director for such provided period
                          after the date of death; or

                                  (ii)  within thirty (30) days after the
                          termination of Continuous Status as a Non-Employee
                          Director, the Option may be exercised for such period
                          of time after the date of death as is provided by the
                          Board (but in no event later than the date of
                          expiration of the term of such Option as set forth in
                          the Option Agreement), by the Optionee's estate or by
                          a person who acquired the right to exercise the
                          Option by bequest or inheritance, but only to the
                          extent of the right of exercise that had accrued at
                          the date of termination."





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         6.      New Director Option Plan Section 20 is hereby added to read as
                 follows:

                          "20.  Acceleration in Certain Events.  The Committee
                 may accelerate the exercisability of any Option in whole or in
                 part at any time.  Notwithstanding the provisions of any
                 Option Agreement, the following provisions shall apply:

                                  (a)      Mergers and Reorganizations.  If the
                          Company or its stockholders enter into an agreement
                          to dispose of all or substantially all of the assets
                          of the Company by means of a sale, merger, or other
                          reorganization, liquidation or otherwise, all Options
                          shall become immediately exercisable with respect to
                          the full number of shares subject to such Options
                          during the period commencing as of the date of the
                          agreement to dispose of all or substantially all of
                          the assets or stock of the Company and ending when
                          the disposition of assets or stock contemplated by
                          that agreement is consummated or the Option is
                          otherwise terminated in accordance with its
                          provisions or the provisions of this plan whichever
                          comes first; provided that no Option will be
                          immediately exercisable when the stockholders of the
                          Company immediately before the consummation of the
                          transaction will own at least 50% of the total
                          combined voting power of all the classes of the stock
                          entitled to vote of the surviving entity immediately
                          after the consummation of the transaction.  An Option
                          shall not become immediately exercisable, however, if
                          the transaction contemplated in the agreement is a
                          merger or reorganization in which the Company shall
                          survive.

                                  (b)      Change in Control.  In the event of
                          a change in control or threatened change in control
                          of the Company, all Options granted prior to the
                          change in control or threatened change in control
                          shall become immediately exercisable.  A "change in
                          control" will be deemed to have occurred for purposes
                          hereof:  (i) upon the occurrence of a change of stock
                          ownership of the Company of a nature that would be
                          required to be reported in response to Item 6(e) of
                          Schedule 14A promulgated under the Securities Act of
                          1933, and any successor item of a similar nature; or
                          (ii) upon the acquisition of beneficial ownership,
                          directly or indirectly, by any person (as such term
                          is used in Sections 13(d) and 14(d)(2) of the
                          Exchange Act) of securities of the Company
                          representing 33% or more of the combined voting power
                          of the Company's then outstanding securities; or
                          (iii) a change during any period of two consecutive
                          years of a majority of the members of the Board for
                          any reason, unless the election, or the nomination
                          for election by the Company's stockholders, of each
                          director was approved by a vote of a majority of the
                          directors then still in the office who were directors
                          at the beginning of the period; provided that a
                          change in control will not be deemed to have occurred
                          for purposes hereof with





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                          respect to any person meeting the requirements of
                          clauses (i) and (ii) of Rule 13d-1(b)(1) promulgated
                          under the Securities Act of 1933."

         The remaining Director Option Plan provisions shall continue in full
force and effect.

                                           AMERICAN HEALTHCHOICE, INC.



                                           By:   [SIG]
                                              -------------------------------
                                                   Secretary





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