<PAGE>   1
                                                                    EXHIBIT 10.1


                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT ("Agreement") is made effective as of the
1st day of July, 1994, between American HealthChoice (Texas), Inc., a Texas
corporation, (hereinafter called the "Company"), and Dr. J. Wes Stucki
(hereinafter called the "Employee").


                                   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, the Company desires to employ the Employee upon the terms and
conditions hereinafter set forth, and the Employee desires to accept employment
with the Company and render services to the Company on such terms and
conditions;

         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 hereof as if set forth herein verbatim.

         B.      Employment: The Company hereby employs Employee, and Employee
         hereby accepts employment with the Company, to serve as the Chief
         Executive Officer of the Company.  The Employee's duties shall
         include, but not be limited to Those duties of a Chief Executive and
         such other duties as the Company may from time to time reasonably
         direct.

         C.      Term and Duties

                 1.       The period of Employee's employment under this
                          Agreement shall be deemed to have commenced as of the
                          date first above written and shall continue for a
                          period of three (3) years thereafter.

                 2.       During the period of employment hereunder and except
                          for illness, reasonable vacation periods and
                          reasonable leaves of absence, the Employee shall
                          devote all of the Employee's time, attention, skill
                          and efforts to the faithful performance of the
                          Employee's duties hereunder and the furtherance of
                          the Company's Businesses.





                                       1
<PAGE>   2
         D.      Compensation

                 1.       For all services rendered by Employee hereunder,
                          Employer shall pay Employee base salary of one
                          hundred eighty thousand ($180,000.00) per year,
                          payable in equal installments at the same intervals
                          as other Company employees.  Deductions shall be made
                          from Employee's compensation for social security,
                          withholding tax and such other taxes as may from time
                          to time be required by governmental authorities.

                 2.       Employee shall be considered for bonus compensation
                          annually from time to time based upon the overall
                          performance and financial condition of the Company
                          and in particular those areas of the Company's
                          business operations for which the Employee has
                          primary responsibility.  Such bonus amounts shall be
                          determined by the Company's Compensation Committee
                          (the "Committee").  For purposes hereof, the
                          Committee shall be the Board of Directors of the
                          Company or a committee of the Board of Directors
                          consisting of not fewer than three members of the
                          Board of Directors.  If the Committee is the Board of
                          Directors, it shall hold meetings and act as provided
                          in the Company's Bylaws.  If the Committee is other
                          than the Board of Directors: (a) the Committee shall
                          hold its meetings at such times and places as it may
                          determine and shall maintain written minutes of its
                          meetings; (b) a majority of the members of the
                          Committee shall constitute a quorum at any meeting of
                          the Committee; (c) all determinations of the
                          Committee shall be made by the vote of a majority of
                          the members who participate in a meeting; (d) the
                          members of the Committee may participate in a meeting
                          of the Committee in person or by conference telephone
                          or similar communications equipment by means of which
                          all members can hear each other; and (e) any decision
                          or determination by written consent of all of the
                          members of the Committee shall be as effective as if
                          it had been made by a vote of a majority of the
                          members who participate in a meeting.

                 3.       Employee is encouraged, from time to time, to incur
                          reasonable expenses in promoting the business of the
                          Company, provided that the business name and logo are
                          used, all in accordance with the directives of the
                          Company's Board of Directors.  Such expenses include,
                          but are not limited to, expenses for travel,
                          entertainment and miscellaneous expenses incurred in
                          the conduct of the business of the Company.  Employee
                          shall be entitled to reimbursement from the Company
                          for such expenses upon submission of proper
                          documentation thereof.





                                       2
<PAGE>   3
         E.      Benefits

                 1.       At such reasonable times as the Company shall, in its
                          discretion, permit, Employee shall be entitled,
                          without loss of pay, to up to 30 business days per
                          calendar year of combined vacation, personal, sick,
                          and holiday leave.  Such leave shall be taken in such
                          a manner and at such times as shall be agreed upon by
                          Employee and the Company, subject to the following
                          conditions:

                          a.      All leaves shall be scheduled in a reasonable
                                  manner by the Employee with reasonable prior
                                  notice to the Company.  Employee is
                                  responsible for ensuring appropriate
                                  supervision of those areas of the Businesses
                                  for which the Employee has primary
                                  responsibility during such leaves.

                          b.      Unused time off shall accrue or carry over
                                  from one calendar year to the next only up to
                                  36 months, provided that Employee shall be
                                  entitled to compensation (at the Employee's
                                  normal per diem rate) for unused time off.

                 2.       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 as to Employee, the Company shall pay the
                          cost of group health insurance for the Employee and
                          his dependents.  The insurance provided for Employee
                          shall be the same as that provided for all other
                          employees of the Company, as the same may be modified
                          from time to time.  This Agreement does not guarantee
                          Employee's insurability; rather, it merely requires
                          the Company to pay for the Employee's insurance on
                          the same basis as for other employees of the Company
                          so long as it is commercially available, until
                          termination hereof.

                 3.       So long as the Company shall have a 401 (k) and/or
                          any other deferred compensation plan, Employee shall
                          be entitled to participate in all such deferred
                          compensation plans.

                 4.       Company shall pay employee an automobile expense
                          allowance of $1,000.00 (one thousand) per month.

                 5.       Company shall pay up to $1,500 per calendar year
                          toward the cost of continuing professional education
                          courses for Employee, provided that same are relevant
                          to Employee's duties hereunder.  Expenditures of any
                          amount exceeding an aggregate total of $1,500 during
                          any one calendar year for continuing professional
                          education for Employee shall be submitted to the
                          Committee for its prior approval.





                                       3
<PAGE>   4
         F.      Termination:  Severance Pay

                 1.       Subject to the provisions of subsection (4) below,
                          this Agreement shall be terminated upon the happening
                          of the first of any of the following events:

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

                          b.      Upon the death of the Employee; or

                          c.      At the latter of such time as Employee (i)
                                  has been absent from work, disabled or
                                  otherwise impaired from performing the
                                  Employee's duties hereunder on a full-time
                                  basis for a continuous period of ten (10)
                                  weeks or a total of eighteen (18) weeks in
                                  any consecutive twelve (12) month period, or
                                  (ii) begins receiving disability insurance
                                  benefits; or

                          d.      Whenever the Employee accepts other
                                  employment; or

                          e.      If the Employee violates any provision of
                                  this Agreement, and fails or refuses to cure
                                  same within 15 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

                          f.      If the Employee violates any provision of the
                                  Company's Shareholder Agreement while such
                                  agreement is still in effect, and fails to
                                  cure such violation within any applicable
                                  grace period provided therein; or

                          g.      Employee's failure or refusal to comply with
                                  the accepted professional policies and
                                  standards of the Company after written notice
                                  thereof specifying the nature of such failure
                                  or refusal; or

                          h.      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; or

                          i.      At the Company's option, at any time for
                                  "cause", as hereinafter defined.

                 2.       For purposes of this Agreement, the term "cause" is
                          defined to include:  (a) the matters set forth in
                          sections (1)(d) through (1)(h) above; (b)





                                       4
<PAGE>   5
                          fraud, dishonesty or conviction of or pleading no
                          contest to any felony; (c) embezzlement; or (d) the
                          imposition of any sanctions against Employee by
                          regulatory agencies governing the Company or the
                          Employee with respect to the Businesses of the
                          Company; or (e) alcohol or drug abuse.

                 3.       Unless the Company determines, by unanimous vote of
                          its Board of Directors (exclusive of Employee), that
                          immediate termination of the Employee is necessary
                          for protection of the Company's Businesses or
                          property, the Company shall notify Employee in
                          writing at least fifteen (15) days in advance of any
                          proposed termination pursuant to subsection (1)(e)
                          through (1)(h) of this Section F (which notice shall
                          state the event for which Employee is proposed to be
                          dismissed in such detail as to permit a reasonable
                          assessment by Employee of the bona fides thereof),
                          and shall give Employee (a) such fifteen (15) days to
                          cure any breach or misconduct, if the same is capable
                          of being cured within such period; or (b) such
                          reasonable amount of time that the Board of Directors
                          determines is required in order to cure said breach
                          or misconduct.

                 4.       In the event of termination of this Agreement for any
                          reason Employee shall be entitled to
                          termination/severance pay equal to six (6) months of
                          full salary (based on the Employee's most recent
                          monthly salary payment) (less any amounts due the
                          Company from the Employee).  Upon receipt by Employee
                          of such termination/severance pay, all of Employee's
                          rights hereunder shall terminate.

         G.      Termination for Good Reason

                 1.       Definitions:  For purposes of this Section G the
                          following will be applicable:

                          a.      Change in Control:  (i) Acquisition by an
                                  individual, business organization or related
                                  group of individuals and business
                                  organizations of the beneficial ownership of
                                  25% or more of the Company's voting
                                  securities; or (ii) election, at an annual
                                  election of a class of directors, of persons
                                  who are not nominated by the Board and who
                                  comprise more than one-half of the class so
                                  elected.

                          b.      Good Reason:  (i) Without the Employee's
                                  express written consent, the assignment to
                                  the Employee of any duties inconsistent with
                                  the Employee's positions, duties,
                                  responsibilities and status with the Company
                                  immediately prior to a Change in Control, or
                                  a change in the Employee's reporting
                                  responsibilities, titles or offices as in
                                  effect immediately prior to





                                       5
<PAGE>   6
                                  a Change in Control, or the Employee's
                                  removal from or any failure to re-elect the
                                  Employee to any of such positions, except in
                                  connection with the termination of the
                                  Employee's employment in accordance with the
                                  provisions of Section F above, or by the
                                  Employee other than for Good Reason; (ii) a
                                  reduction by the Company in the employee's
                                  base salary as in effect on the date hereof
                                  or as the same may be increased from time to
                                  time; (iii) a failure by the Company to
                                  continue any incentive compensation plans in
                                  which the Employee is presently entitled to
                                  participate (the "Incentive Plans") as the
                                  same may be modified from time to time but
                                  substantially in the forms currently in
                                  effect, or a failure by the Company to
                                  continue the Employee as a participant in the
                                  Incentive Plans on at least the same basis as
                                  Employee presently participates in accordance
                                  with the Incentive Plans; (iv) without the
                                  Employee's written consent, the Employee's
                                  reassignment by the practicality dictates a
                                  change in the Employee's residence, except
                                  for required travel on the Company's business
                                  to an extent substantially consistent with
                                  the Employee's present business travel
                                  obligations; (v) the failure by the Company
                                  to continue in effect any benefit or
                                  compensation, life insurance, health and
                                  accident, or disability plan in which the
                                  Employee is participating at the time of a
                                  Change in Control (or plans providing the
                                  Employee with substantially similar
                                  benefits), the taking of any action by the
                                  Company that would adversely affect the
                                  Employee's participation in or materially
                                  reduce the Employee's benefits pursuant to
                                  any such plans or deprive the Employee of any
                                  material fringe benefit enjoyed by the
                                  Employee at the time of the Change in
                                  Control, or the failure of the Company to
                                  provide the Employee with a number of paid
                                  vacation days to which the Employee is then
                                  entitled in accordance with the Company's
                                  normal vacation policy in effect on the date
                                  hereof; or (vi) any purported termination of
                                  the Employee's employment that is not
                                  effected in accordance with the provisions of
                                  subsection F (3) above, which purported
                                  termination shall not be effective for
                                  purposes of this Agreement.

                          c.      Person:  Any individual, partnership,
                                  corporation, limited liability company or
                                  other group or entity, including two or more
                                  persons acting as a partnership, limited
                                  partnership, syndicate, association or other
                                  group for the purpose of the acquisition,
                                  possession or disposition of stock.

                          d.      Effective Annual Compensation:  The aggregate
                                  total of the Employee's then current base
                                  salary amount and bonus amount





                                       6
<PAGE>   7
                                  received by the Employee from the company
                                  based on services provided to the Company
                                  during the previous fiscal year.

                 2.       Severance Benefits for Termination For Good Reason:
                          If the Employee, following a Change in Control,
                          terminates the Employee's employment as the President
                          and Chief Executive Officer of the Company for Good
                          Reason within one hundred twenty (120) days after the
                          occurrence of such Change in Control, the Employee
                          will be entitled to severance pay in the aggregate
                          amount of three (3) times the Employee's then current
                          Effective Annual Compensation, to be payable in three
                          (3) equal annual installments with the first
                          installment to be paid within thirty (30) days after
                          the Employee's termination and with each succeeding
                          installment occurring on the same day in each of the
                          two succeeding calendar years.  The severance pay
                          shall be secured by an irrevocable letter of credit
                          drawn on a commercial bank designated by the
                          Employee.  The Company, at its expense, will cause
                          the irrevocable letter of credit to be issued in
                          favor of the Employee within thirty (30) days after
                          the Employee's termination.  The Employee will also
                          be entitled to the continuation of all the Employee's
                          employee benefits as of the date of the Change in
                          Control from the Employee's termination through the
                          end of the time period prescribed in this section for
                          the payment of severance pay.

         H.      Employee Cooperation:  The Employee agrees to cooperate fully
         with the Company, during as well as after the Employee's association
         with the Company has terminated, in the investigation or defense of
         all claims and/or any audits or other reviews conducted by or on
         behalf of any third-party payer (including the Federal or state
         government) arising out of or relating to the Businesses during the
         Employee's association with the Company, and/or any proceedings
         connected with the collection of any fees relating thereto.  The
         Employee agrees to complete, sign and furnish to the Company promptly
         any documentation required or requested by any third-party payer in
         connection with the examination, verification or review of any payment
         relating to any services rendered by the Employee during the
         Employee's association with the Company.

         I.      Disclosure of Confidential Information; Patient Records: The
         Employee acknowledges that, as a result of the Employee's association
         with the Company, the Employee 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 a material
         inducement to Company to enter into this Agreement, and to pay to the
         Employee the compensation referred to in Section D hereof, the
         Employee covenants and agrees that the Employee shall not, at any time
         during or following the term of this Agreement, directly or
         indirectly, divulge, disclose





                                       7
<PAGE>   8
         or make any use of, for any purpose whatsoever, any confidential
         information which has been obtained by or disclosed to the Employee as
         a result of or otherwise in connection with the Employee'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 amounts
         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
         Employee further agrees that the Employee 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 Employee's services for the Company and that, upon
         termination of the Employee's association with the Company for any
         reason, the Employee 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
         Employee's custody, control or possession.  The Employee hereby
         acknowledges that all Company records shall be, and remain the
         property of the Company, and the Employee shall not be entitled to
         possession of or access to such records upon the termination of the
         Employee's association with the Company.

                 In the event of a breach or threatened breach by the Employee
         of any of the provisions of this Section I, 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 Employee, or by the Employee's
         partners, agents, representatives, servants, employers, employees
         and/or any and all persons, directly or indirectly, acting for or with
         the Employee.  The provisions of this Section I shall survive the
         termination of this Agreement.

         J.      Covenants Against Competition

                 1.       The Employee acknowledges that the Employee's
                          services to be rendered hereunder are of a special
                          and unusual character which have a unique value to
                          Company, the loss of which may not adequately be
                          compensated by damages in an action at law, and

                 2.       It is acknowledged by both parties to this Agreement
                          that Employee is engaged in (i) the ownership of
                          health care clinics, (ii) diagnostic facilities and
                          (iii) in providing management and consulting services
                          to healthcare professionals throughout the United
                          States of America, which activities are permitted to
                          the extent they do not interfere with Employee's
                          duties hereunder.  The companies that are exempt from
                          this covenant not to compete section are listed on
                          Schedule A.  Employee will refrain from soliciting or
                          attempting to solicit to employ any





                                       8
<PAGE>   9
                          employee of the Company of any of its subsidiaries,
                          or committing any act the primary purpose of which is
                          to induce any employee of the Company to leave the
                          Company's employ, or significantly interfere with,
                          disrupt or attempt to disrupt any past, present or
                          prospective relationship, contractual or otherwise,
                          relating to the Company's business activities,
                          between the Company and its customers and suppliers.

                 3.       In view of the foregoing and of the confidential
                          information to be obtained by or disclosed to the
                          Employee as hereinabove set forth (including, without
                          limitation, the confidential referral source lists
                          and information which are the proprietary property of
                          Company), and further as a material inducement to the
                          Company to enter into this Agreement and pay to the
                          Employee the compensation referred to in this
                          Agreement, the Employee covenants and agrees that,
                          during the term of this Agreement and for a period of
                          two (2) years after termination of this Agreement for
                          any reason (one year in the case of termination of
                          this Agreement in accordance with the provisions of
                          Subsection G (2)) including, but not limited to, the
                          expiration of this Agreement without renewal, neither
                          the Employee nor any person or entity under the
                          Employee's control shall, either directly or
                          indirectly, for the Employee's own account or as
                          agent, servant, partner, employee or shareholder of
                          any corporation, invest in (other than passive
                          investments of 5% or less in publicly traded
                          entities), manage or control any individual or entity
                          that is engaged in the trade or business of providing
                          medical, chiropractic or physical services, staffing
                          or health care personnel, or diagnostic health care
                          services in Dallas or Dallas County, Texas, or within
                          a 5-mile radius of any facility at which the Company
                          or any of its subsidiaries is then providing
                          services.  Such covenant shall not be deemed or
                          constructed to prohibit the Employee from simply
                          treating patients (as opposed to being involved in
                          management, ownership or consulting).  This section
                          shall apply only to transactions and situations
                          arising or occurring after the date of this
                          Agreement, and shall not apply to passive investments
                          in entities publicly traded over a regulated
                          securities exchange and does not apply to those
                          entities listed in Schedule A.

                 3.       The Employee covenants and agrees that, if the
                          Employee shall violate any of the Employee's
                          covenants or agreements provided for pursuant to the
                          foregoing subsections of this Section J, the Company
                          shall be entitled to an accounting and repayment of
                          all profits, compensation, commissions, remunerations
                          or benefits which the Employee directly or indirectly
                          has realized and/or may realize as a result of,
                          growing out of or in connection with any such
                          violation: such remedy shall be in addition to and
                          not in limitation of any injunctive relief or other
                          rights





                                       9
<PAGE>   10
                          or remedies to which the Company is or may be
                          entitled at law or in equity or under this Agreement.
                          It is specifically agreed that, if the Employee
                          attempts to or does act in contravention of this
                          Section J, the Company shall suffer irreparable
                          injury because of inter alia, the Employee's
                          knowledge of the Company's confidential information,
                          and the Company shall be entitled to obtain
                          preliminary and permanent injunctive relief
                          prohibiting such practice, in addition to any damages
                          which are suffered, together with reasonable
                          attorney's fees and other costs in connection with
                          any such litigation.  Without limitation of the
                          foregoing, with respect to any action by the Company
                          for injunctive relief pursuant to this Section J, the
                          Employee hereby waives any defense to, such action on
                          the grounds of failure of the Company to show
                          irreparable injury from the Employee's breach of this
                          Section J.

                 4.       The foregoing covenants by the Employee shall be
                          construed as an agreement independent of any claim or
                          right of the Employee hereunder.  The existence or
                          alleged existence of any claim or cause of action by
                          the Employee against the Company, whether predicted
                          on this employment relationship or otherwise, shall
                          in no event constitute a defense against or waiver of
                          the Company's right to enforce the foregoing
                          covenants.

         K.      Reasonableness of Restrictions

                 1.       The Employee has carefully read and considered the
                          provisions of Sections I and J hereof and, having
                          done so, agrees that the restrictions and remedies
                          set forth in such sections (including, but not
                          limited to, the time period of restriction, the
                          geographical area of restriction and the damages and
                          injunctive relief provisions therein) are fair and
                          reasonable and are reasonably required for the
                          protection of the interests of the Company.

                 2.       In the event that, notwithstanding the foregoing, any
                          of the provisions of Section I or J shall be held to
                          be invalid or unenforceable, the remaining provisions
                          thereof shall nevertheless continue to be valid and
                          enforceable as though the invalid or unenforceable
                          parts had not been included therein.  In the event
                          that any provision of Section J hereof relating to
                          time period and/or area of restriction shall be
                          declared by a court of competent jurisdiction to
                          exceed the maximum time period or area such court
                          deems reasonable and enforceable, said time period
                          and/or area of restriction shall be deemed to become
                          and thereafter be the maximum time period and/or area
                          which such court deems reasonable and enforceable.

         L.      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,





                                       10
<PAGE>   11
         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:

                          __________________________________________
                          __________________________________________
                          __________________________________________
                          __________________________________________

                 If to the Employee:

                          __________________________________________
                          __________________________________________
                          __________________________________________
                          __________________________________________

         M.      Arbitration: Any claim, controversy or dispute with respect to
         this Agreement shall be promptly submitted to arbitration
         ("Arbitration") for determination.  The Arbitration shall be binding
         upon the parties thereto, without a right by any party to a trial de
         novo in a court of competent jurisdiction, and shall be conducted
         under the auspices of the American Arbitration Association (herein
         referred to as "Association") in Dallas County, Texas, and in
         accordance with its Commercial Arbitration Rules, however:

                 1.       The party seeking Arbitration shall give written
                          notice of a Demand to Arbitrate (herein referred to
                          as "Demand") to the other party and to the
                          Association; the Demand shall include (a) the issues
                          to be determined, (b) a copy of this arbitration
                          provision and (c) the designation of one arbitrator;

                 2.       Within ten (10) days after receipt of the Demand, the
                          other party shall give (a) written notice (herein
                          referred to as "Response") to the party that demanded
                          arbitration and to the Association of any additional
                          issues to be arbitrated, (b) its answer to the issues
                          raised by the party that sent the Demand and (c) its
                          designation of a second arbitrator;

                 3.       If a Response designating a second arbitrator is not
                          received within the aforesaid ten day time, the
                          Association shall designate the second arbitrator
                          forthwith.

                 4.       The two arbitrators as designated pursuant to the
                          foregoing provisions shall then designate a third
                          arbitrator within ten (10) days after the designation
                          of the second arbitrator.  If the two arbitrators
                          cannot agree





                                       11
<PAGE>   12
                          on the designation of the third arbitrator within the
                          ten day time period allotted, the Association shall
                          designate the third arbitrator forthwith.

                 5.       The arbitration panel as thus designated shall
                          proceed with the Arbitration by giving written notice
                          to all parties of its proceedings and hearings in
                          accordance with the Association's applicable
                          procedures.  The Arbitration shall be conducted in
                          accordance with the Commercial Arbitration Rules of
                          the Association except as modified by this Agreement.
                          The arbitrators shall follow and apply the
                          substantive laws of the State of Texas, and, at all
                          hearings where evidence is taken, they shall follow
                          and apply the rules of evidence as then in effect in
                          the State of Texas.  The cost of the Arbitration
                          shall be borne and paid equally between the parties
                          thereto, but that cost, along with all other costs
                          and expenses, including attorneys' fees, shall be
                          subject to award, in whole or in part by the
                          arbitrators in their discretion to the prevailing
                          party on the various issues arbitrated.

                 6.       Upon written demand on any party to the Arbitration
                          for the production of documents reasonably related to
                          the issues being arbitrated, the party upon which
                          such demand is made shall forthwith produce, or make
                          available for inspection and copying, such documents
                          without the necessity of any action by the
                          arbitrators.

                 7.       The arbitrators shall have the power to grant any and
                          all relief and remedies, whether at law or in equity,
                          that the courts in the State of Texas may grant.  The
                          decision of the arbitrators shall be final and may be
                          enforced by any court, including the
                          ______________________________, as if it were a
                          judgment of that court.  The parties to this
                          Agreement expressly consent to the jurisdiction of
                          the Association and of the
                          __________________________________________.

         N.      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 Agreement.

                 2.       Costs and Expenses:  Each party hereto agrees to pay
                          its own costs and expenses incurred in negotiating
                          this Agreement and consummating the transactions
                          described herein.

                 3.       Time:  Time is of the essence.





                                       12
<PAGE>   13
                 4.       Entire Agreement:  This Agreement 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 by
                          any party hereto without the prior written consent of
                          the other party.

                 7.       Choice of Law:  This Agreement will be interpreted,
                          construed and enforced in accordance with the laws of
                          the State of Texas.

                 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.      Severability:  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,





                                       13
<PAGE>   14
                          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 or
                          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 may be 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.





                                       14
<PAGE>   15
         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.


                                                   EMPLOYEE:



                                                    \s\ J. W. Stucki           
                                                   ----------------------------
                                                                               
                                                   ----------------------------
                                                                               
                                                                               
                                                                               
                                                   COMPANY:                    
                                                                               
                                                   American HealthChoice, Inc. 
                                                                               
                                                                               
                                                   By: \s\ J. W. Stucki        
                                                      -------------------------
                                                                               
                                                   ----------------------------






                                       15
<PAGE>   16
                                   SCHEDULE A


Westheimer Chiropractic Clinic, Inc.
Central Houston Sports Injury & Rehab, Inc.
Health Dental Plus
Afton Investments
Rehabco
Mainstream Enterprises, L.L.C.
Vally Family Health Centre, L.L.C.
United Chiropractic of Hickory Hollow
Bexar Diagnostic Centre, L.L.C.
Perrin Beitel Sports Injury & Rehab, Inc. (2)
Omega Sports Injury & Rehab, Inc.
Beltline Chiropractic
New Braunfels Sports Injury & Rehab, Inc.
Back Pain Chiropractic


Trade Names:
------------

United Chiropractic
United Franchise