ENGAGEMENT AGREEMENT

                                                      EXHIBIT 4.1

                           LAW OFFICES

                               OF

                       MICHAEL L. CORRIGAN

                 7770 Regents Rd. Suite 113-401

                    San Diego, CA 92122-1967

                    TELEPHONE (858) 531-5984

                    FACSIMILE (858) 824-0452

                         March 15, 2004

American HealthChoice, Inc.

Dr. Joseph W. Stucki

221 Justin Road. Suite 119-154

Flower Mound, Texas 75028

                      Engagement Agreement

Dear Dr. Stucki:

     The purpose of this letter is to confirm our association as

special and limited counsel for American HealthChoice, Inc. a New

York corporation (the "Client") in connection with the securities

and other legal work to be performed by Michael L. Corrigan (the

"Attorney") on an ongoing basis for a period of the greater of

one year or until I have provided one hundred sixty hours of

legal service. Please pardon the formality of this letter but it

is intended to set out the details of our relationship as

required by the California Business and Professions Code section

6148 and is intended to fulfill the requirements of that section.

The Attorney's services may include counsel regarding corporate

record keeping, SEC and other regulatory filings, negotiation of

business acquisitions, drafting of licensing, employment and

other agreements, as well as other services requested by you. The

Attorney's services will not include, among other areas of law,

(i) litigation of any kind, whether in court, in administrative

hearings or before government agencies or arbitration tribunals,

(ii) any legal services relating to the raising of capital,

including the preparation of securities registration statements,

other securities offering documents or documents relating to

stock promotions. I will assist in locating appropriate legal

counsel and coordinate any litigation or capital raising matters,

at your request. This letter agreement (the "Agreement") will set

forth in writing, signed by the Attorney and the Client, my

understanding and agreement regarding the scope of my

representation. All agreements relating to fees and

responsibilities are contained within the provisions of this

Agreement.

     This Agreement will not take affect, and I will have no

obligation to provide legal services, until you return a signed

copy of this Agreement and pay the retainer, if any, called for

in Paragraph 3 of this Agreement.

     1.   Scope and Duties of the Attorney and the Client.

     You have requested, and I have agreed, subject to the terms

of this Agreement, to provide legal services in connection with

such matters as you shall from time to time specifically refer to

me for legal representation. I shall provide those legal services

reasonably required to represent the Client, and shall take

reasonable steps to keep the Client informed of the progress and

to respond to the inquiries of the Client. The Client agrees to

be truthful with me, cooperate with me, keep me informed of

developments, abide by this Agreement, pay the bills on time, and

keep me advised of its address and telephone number. My

engagement will be strictly limited to those matters for which I

am specifically asked to render services, and I do not undertake

to, and shall have no responsibility for, advice with respect to

matters I am not specifically asked to address. Nothing in this

Agreement and nothing in t