EXHIBIT 4.12

    ADDENDUM TO CONVERTIBLE DEBENTURE, WARRANT TO PURCHASE COMMON STOCK AND
                         SECURITIES PURCHASE AGREEMENT


 This Addendum to Convertible Debenture, Warrant to Purchase Common Stock and
 Securities Purchase Agreement ("Addendum")  is entered into  as of the  28th
 day of April  2006 by and  between American HealthChoice,  Inc., a New  York
 corporation ("American")  and  Golden  Gate Investors,  Inc.,  a  California
 corporation ("GGI").

 WHEREAS, American and  GGI are  parties to that  certain 4 3/4%  Convertible
 Debenture dated as of December 29, 2005 ("Debenture"); and

 WHEREAS, American and GGI  are parties to that  certain Warrant to  Purchase
 Common Stock dated as of December 29, 2005 ("Warrant"); and

 WHEREAS, American and GGI  are parties to  that certain Securities  Purchase
 Agreement dated as of December 29, 2005  ("Securities Purchase  Agreement");
 and

 WHEREAS, the parties desire to amend  the Debenture, Warrant and  Securities
 Purchase Agreement in certain respects.

 NOW, THEREFORE,  in  consideration  of the  mutual  promises  and  covenants
 contained herein, and for other good and valuable consideration, the receipt
 and sufficiency of which are hereby acknowledged, American and GGI agree  as
 follows:

 1.   All terms used herein and not  otherwise defined herein shall have  the
      definitions set forth in the Debenture.

 2.   The Debenture Principal Amount shall be $1,000,000. The Purchase  Price
      for the Debenture shall be $1,000,000.  All amounts previously advanced
      by GGI  to American,  and any  additional amounts  advanced by  GGI  to
      American prior to the Effective Date, shall be applied to the  Purchase
      Price

 3.   Upon notification and verification that the Registration Statement  for
      the Conversion Shares has been filed  with the Securities and  Exchange
      Commission, GGI  shall  immediately  send  via  wire  $200,000  of  the
      Purchase Price.

 4.   Upon notification and verification that the Registration Statement  for
      the Conversion Shares has been declared effective by the Securities and
      Exchange Commission (such date, the "Effective Date"), and such  shares
      can legally be issued to GGI,  American shall immediately deliver  that
      number of  American registered  Common Shares  (in 50  certificates  of
      equal amount) equal  to three times  $1,000,000 divided by  80% of  the
      Volume Weighted Average Price of American's Common Shares for the  five
      Trading Days prior  to the Effective  Date, registered in  the name  of
      Golden Gate Investors, Inc., to Alan L. Atlas, Esq., who shall hold the
      shares in  trust as  a joint  escrow agent  for American  and GGI.  The
      delivery of such shares shall occur  no later than five days after  the
      Effective Date. Upon receipt of  the American registered Common  Shares
      by Alan  L.  Atlas, Esq.,  GGI  shall  immediately send  via  wire  the
      remainder of the Purchase Price, which  shall occur no later than  five
      days after the Effective Date. Such shares may only be released by Alan
      L. Atlas, Esq. pursuant to valid Debenture conversion notices submitted
      by GGI. Any shares not released to GGI for Debenture conversions  shall
      be returned  to  American. It  is  understood  that GGI  shall  not  be
      considered the owner of the American Common Shares held in escrow,  and
      GGI agrees that it will not vote  the shares in escrow or exercise  any
      control whatsoever over such shares until  such time as the shares  are
      released to GGI by the escrow agent.

 5.   The Deadline is hereby extended by an additional 60 days.

 6.   The second sentence of  section 3.1(a) of the  Debenture is amended  to
      read as follows: "The number of shares into which this Debenture may be
      converted is  equal  to  the  dollar  amount  of  the  Debenture  being
      converted  divided  by  the  Conversion  Price."  Clause  (i)  in   the
      definition of Conversion Price in section 3.1(a) of the Debenture shall
      be $0.75 regardless of the Debenture Principal Amount.

 7.   The 5% monthly minimum figure in the next to last paragraph of  section
      3.1(a) of the Debenture  is hereby changed to  3%, and the 10%  monthly
      maximum figure in the next to  last paragraph of section 3.1(a) of  the
      Debenture is hereby  changed to 30%.  American may  reduce the  monthly
      maximum figure from 30% to 10%  for any three calendar months (but  not
      two consecutive calendar months)  during the term  of the Debenture  by
      giving written notice  of such election  to GGI at  least ten  business
      days prior to the first day of the applicable calendar month.

 8.   The 120%  figure  in  the  last paragraph  of  section  3.1(a)  of  the
      Debenture is hereby changed to 112%.

 9.   The Warrant is hereby cancelled.

 10.  Except as specifically amended herein,  all other terms and  conditions
      of the Debenture and Securities Purchase Agreement shall remain in full
      force and effect.

 IN WITNESS WHEREOF, American and GGI have caused this Addendum to be  signed
 by its duly authorized officers on the date first set forth above.

 American HealthChoice, Inc.                  Golden Gate Investors, Inc.

 By: /s/ John C. Stuecheli                    By: /s/ Travis W. Huff

 Name: John C. Stuecheli                      Name: Travis W. Huff

 Title: Chief Financial Officer               Title: Portfolio Manager