EXHIBIT 10.15

                            INDEMNIFICATION AGREEMENT

     THIS  INDEMNIFICATION AGREEMENT ("Agreement") is made as of this ___ day of
_____________,  2001  by and between ROCKPORT HEALTHCARE GROUP, INC., a Delaware
corporation  (the  "Company"),  and  ___________________  ("Indemnitee").

     WHEREAS,  the Company and Indemnitee recognize the increasing difficulty in
obtaining  directors'  and  officers'  liability  insurance,  the  significant
increases  in  the  cost  of  such  insurance  and the general reductions in the
coverage  of  such  insurance;

     WHEREAS,  the  Company  and  Indemnitee  further  recognize the substantial
increase  in  corporate litigation in general, subjecting officers and directors
to  expensive litigation risks at the same time as the availability and coverage
of  liability  insurance  has  been  severely  limited;

     WHEREAS,  the Company and Indemnitee desire to have in place the additional
protection  provided by an indemnification agreement, to provide indemnification
and advancement of expenses to the Indemnitee to the maximum extent permitted by
Delaware  law;  and

     WHEREAS,  the  Company desires to attract and retain the services of highly
qualified individuals, such as Indemnitee, to serve as officers and directors of
the  Company  and  to indemnify its officers and directors so as to provide them
with  the  maximum  protection  permitted  by  law.

     NOW,  THEREFORE,  the  Company  and  Indemnitee  hereby  agrees as follows:

1.   INDEMNIFICATION.

     (a)     THIRD PARTY PROCEEDINGS.  The Company shall indemnify Indemnitee if
Indemnitee  is  or  was  a  party  or  is  threatened  to be made a party to any
threatened,  pending or completed action or proceeding, whether civil, criminal,
administrative  or investigative (other than an action by or in the right of the
Company)  by  reason  of the fact that Indemnitee is or was a director, officer,
employee or agent of the Company, or any subsidiary of the Company, by reason of
any action or inaction on the part of Indemnitee while a director or officer, by
reason  of  the  fact  that  Indemnitee  is  or was a director or officer of the
Corporation  or  by  reason of the fact that Indemnitee is or was serving at the
request  of  the  Company  as  a director, officer, employee or agent of another
corporation,  partnership,  joint  venture,  trust  or other enterprise, against
expenses  (including  attorneys'  fees)  judgments,  fines  and  amounts paid in
settlement  (if  such  settlement  is  approved in advance by the Company, which
approval  shall not be unreasonably withheld) actually incurred by Indemnitee in
connection  with such action or proceeding if Indemnitee acted in good faith and
in a manner Indemnitee reasonably believed to be in, or not opposed to, the best
interests  of  the  Company,  and,  with  respect  to  any  criminal  action  or
proceeding,  had  no  reasonable  cause  to  believe  Indemnitee's  conduct  was
unlawful.  The  termination  of  any  action  or  proceeding by judgment, order,
settlement,  conviction,  or  upon  a plea of NOLO CONTENDERE or its equivalent,
shall  not,  of  itself, create a presumption that (i) Indemnitee did not act in
good faith and in a manner which Indemnitee reasonably believed to be in, or not
opposed  to,  the  best  interests  of  the Company, or (ii) with respect to any
criminal  action  or  proceeding,  Indemnitee  did  not have reasonable cause to
believe  that  Indemnitee's  conduct  was  unlawful.

     (b)     PROCEEDINGS  BY  OR IN THE RIGHT OF THE COMPANY.  The Company shall
indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made
a  party  to  any threatened, pending or completed action or proceeding by or in
the  right  of  the  Company,  or  any


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subsidiary  of  the Company, to procure a judgment in its favor by reason of the
fact  that  Indemnitee  is  or was a director, officer, employee or agent of the
Company,  or  any subsidiary of the Company, by reason of any action or inaction
on  the part of Indemnitee while an officer or director or by reason of the fact
that  Indemnitee  is or was serving at the request of the Company as a director,
officer,  employee  or agent of another corporation, partnership, joint venture,
trust  or other enterprise, against expenses (including attorneys' fees) and, to
the fullest extent permitted by law, amounts paid in settlement, in each case to
the extent actually and reasonably incurred by Indemnitee in connection with the
defense  or  settlement of such action or proceeding if Indemnitee acted in good
faith  and  in  a manner Indemnitee reasonably believed to be in, or not opposed
to,  the  best  interests  of  the Company, and its stockholders, except that no
indemnification  shall  be  made in respect of any claim, issue or matters as to
which  Indemnitee  shall  have  been adjudged to be liable to the Company in the
performance  of Indemnitee's duty to the Company and its stockholders unless and
only to the extent that the court in which such action or proceeding was brought
shall determine upon application that, despite the adjudication of liability but
in  view  of  all  the  circumstances  of  the  case,  Indemnitee  is fairly and
reasonably  entitled  to indemnity for such expenses which such court shall deem
proper.

2.   EXPENSES;  INDEMNIFICATION  PROCEDURE.

     (a)     ADVANCEMENT  OF  EXPENSES.  The  Company shall advance all expenses
incurred  by  Indemnitee  in  connection  with  the  investigation,  defense,
settlement,  or  appeal of any civil or criminal action or proceeding referenced
in  Section  1(a)  or  (b)  hereof.  Indemnitee  hereby undertakes to repay such
amounts  advanced  only  if,  and  to  the  extent  that, it shall ultimately be
determined  that  Indemnitee is not entitled to be indemnified by the Company as
authorized  hereby.  The  advances  to  be  made  hereunder shall be paid by the
Company  to  Indemnitee  within twenty (20) days following delivery of a written
request  therefor  by  Indemnitee  to  the  Company.

     (b)     NOTICE/COOPERATION BY INDEMNITEE.  Indemnitee shall, as a condition
precedent  to his right to be indemnified under this Agreement, give the Company
notice  in  writing  as soon as practicable of any claim made against Indemnitee
for  which  indemnification  will  or  could  be  sought  under  this Agreement,
provided,  however,  that  a  delay  in  giving  such  notice  shall not deprive
Indemnitee  of any right to be indemnified under this Agreement unless, and then
only  to the extent that, such delay is materially prejudicial to the defense of
such  claim.  Notice  to the Company shall be directed to the Company and to the
Chief  Executive  Officer  of  the Company at the address shown on the signature
page  of this Agreement (or such other address as the Company shall designate in
writing  to  Indemnitee).  Notice  shall  be deemed received three business days
after the date postmarked if sent by domestic certified or registered mail (with
return  receipt),  properly addressed; otherwise notice shall be deemed received
when  such  notice  shall  actually  be  received  by the Company.  In addition,
Indemnitee  shall  give  the  Company such information and cooperation as it may
reasonably  require  and  as  shall  be  within  Indemnitee's  power.

     (c)     PROCEDURE.  Any  indemnification provided for in Section 1 shall be
made  no later than forty-five (45) days after receipt of the written request of
Indemnitee.  If  a  claim  under this Agreement, under any statute, or under any
provision  of the Company's Certificate of Incorporation or Bylaws providing for
indemnification,  is not paid in full by the Company within forty-five (45) days
after  a  written  request  for  payment  thereof has first been received by the
Company,  Indemnitee  may,  but need not, at any time thereafter bring an action
against  the  Company  to recover the unpaid amount of the claim and, subject to
Section  13  of this Agreement, Indemnitee shall also be entitled to be paid for
the  expenses (including attorneys' fees) of bringing such action. It shall be a
defense  to any such action (other than an action brought to enforce a claim for
expenses  incurred in connection with any action or proceeding in advance of its
final  disposition)  that  Indemnitee has not met the standards of conduct which
make it permissible under applicable law for the Company to indemnify Indemnitee
for the amount claimed, but


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the  burden  of  providing  such defense shall be on the Company, and Indemnitee
shall be entitled to receive interim payments of expenses pursuant to Subsection
2(a)  unless and until such defense may be finally adjudicated by court order or
judgement  from  which  no  further  right  of appeal exists. It is the parties'
intention  that  if  the Company contests Indemnitee's right to indemnification,
the  question of Indemnitee's right to indemnification shall be for the court to
decide,  and  neither  the  failure  of  the  Company  (including  its  Board of
Directors,  any  committee  or  subgroup  of the Board of Directors, independent
legal  counsel,  or  its  stockholders)  to  have  made  a  determination  that
indemnification  of Indemnitee is proper in the circumstances because Indemnitee
has  met  the  applicable standard of conduct required by applicable law, nor an
actual  determination  by  the  Company  (including  its Board of Directors, any
committee  or  subgroup of the Board of Directors, independent legal counsel, or
its  stockholders)  that  Indemnitee  has  not  met  such applicable standard of
conduct,  shall  create  a  presumption  that  Indemnitee has or has not met the
applicable  standard  of  conduct.

     (d)     NOTICE  TO INSURERS.  If, at the time of the receipt of a notice of
a  claim  pursuant  to Section 2(b) hereof, the Company has director and officer
liability  insurance  in  effect,  the  Company  shall give prompt notice of the
commencement  of  such  proceeding  to  the  insurers  in  accordance  with  the
procedures  set  forth in the respective policies.  The Company shall thereafter
take  all necessary or desirable action to cause such insurers to pay, on behalf
of  the  Indemnitee,  all  amounts  payable  as  a  result of such proceeding in
accordance  with  the  terms  of  such  policies.

     (e)     SELECTION  OF COUNSEL.  In the event the Company shall be obligated
under  Section  2(a)  hereof  to  pay  the  expenses  of  any proceeding against
Indemnitee, the Company, if appropriate, shall be entitled to assume the defense
of  such  proceeding,  with counsel approved by Indemnitee, which approval shall
not  be unreasonably withheld, upon the delivery to Indemnitee of written notice
of  its  election  so  to  do.  After  delivery of such notice, approval of such
counsel  by  Indemnitee  and  the  retention of such counsel by the Company, the
Company  will  not  be liable to Indemnitee under this Agreement for any fees of
counsel subsequently incurred by Indemnitee with respect to the same proceeding,
provided that (i) Indemnitee shall have the right employ his counsel in any such
proceeding at Indemnitee's expense; and (ii) if (A) the employment of counsel by
Indemnitee  has  been  previously authorized by the Company, which authorization
has  not been revoked, (B) Indemnitee shall have reasonably concluded that there
may  be a conflict of interest between the Company and Indemnitee in the conduct
of any such defense or (C) the Company shall not, in fact, have employed counsel
to  assume the defense of such proceeding, then, in the case of (A), (B), or (C)
above,  the fees and expenses of Indemnitee's counsel shall be at the expense of
the  Company.

3.   ADDITIONAL  INDEMNIFICATION  RIGHTS;  NONEXCLUSIVITY.

     (a)     SCOPE.  Notwithstanding  any other provision of this Agreement, the
Company  hereby  agrees  to  indemnify  the  Indemnitee  to  the  fullest extent
permitted  by law, notwithstanding that such indemnification is not specifically
authorized  by the other provisions of this Agreement, the Company's Certificate
of  Incorporation, the Company's Bylaws or statute.  In the event of any change,
after  the  date of this Agreement, in any applicable law, statute or rule which
expands  the  right of a Delaware corporation to indemnify a member of its board
of  directors  or  an  officer,  such  changes  shall be, ipso facto, within the
purview  of Indemnitee's rights and Company's obligations, under this Agreement.
In  the event of any change in any applicable law, statute or rule which narrows
the  right  of  a  Delaware  corporation  to  indemnify a member of its board of
directors  or  an officer, such changes, to the extent not otherwise required by
such  law,  statute or rule to be applied to this Agreement shall have no effect
on  this  Agreement  or  the  parties'  rights  and  obligations  hereunder.

     (b)     NONEXCLUSIVITY.  The  indemnification  provided  by  this Agreement
shall  not be deemed exclusive of any rights to which Indemnitee may be entitled
under the Company's Certificate of


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Incorporation,  its  Bylaws,  any  agreement,  any  vote  of  stockholders  or
disinterested  directors, the general corporation laws of the State of Delaware,
or  otherwise,  both  as  to  action in Indemnitee's official capacity and as to
action  in  another  capacity  while  holding  such  office. The indemnification
provided  under  this  Agreement  shall continue as to Indemnitee for any action
taken  or  not taken while serving in an indemnified capacity even though he may
have ceased to serve in such capacity at the time of any action or other covered
proceeding.

4.     PARTIAL  INDEMNIFICATION.  If  Indemnitee is entitled under any provision
of this Agreement to indemnification by the Company for some or a portion of the
expenses,  judgments,  fines or penalties actually or reasonably incurred by him
in  the  investigation,  defense, appeal, or settlement of any civil or criminal
action  or  proceeding,  but  not,  however,  for  the total amount thereof, the
Company  shall  nevertheless  indemnify  Indemnitee  for  the  portion  of  such
expenses,  judgments,  fines  or  penalties  to  which  Indemnitee  is entitled.

5.     MUTUAL  ACKNOWLEDGMENT.  Both the Company and Indemnitee acknowledge that
in  certain  instances, Federal law or applicable public policy may prohibit the
Company  from  indemnifying  its  directors and officers under this Agreement or
otherwise.  Indemnitee  understands  and  acknowledges  that  the  Company  has
undertaken or may be required in the future to undertake with the Securities and
Exchange  Commission  to  submit  the  question of indemnification to a court in
certain  circumstances  for  a determination of the Company's right under public
policy  to  indemnify  Indemnitee.

6.     DIRECTOR'S  AND  OFFICER'S  LIABILITY INSURANCE.  The Company shall, from
time to time, make the good faith determination whether or not it is practicable
for  the  Company  to obtain and maintain a policy or policies of insurance with
reputable  insurance  companies  providing  the  officers  and  directors of the
Company  with coverage for losses from wrongful acts, or to ensure the Company's
performance  of  its  indemnification  obligations  under this Agreement.  Among
other  considerations,  the  Company  will  weigh  the  costs  of obtaining such
insurance  coverage  against  the  protection afforded by such coverage.  In all
policies  of  directors'  and officers' liability insurance, Indemnitee shall be
named  as  an  insured in such a manner as to provide Indemnitee the same rights
and  benefits  as  are  accorded  to the most favorably insured of the Company's
directors;  or of the Company's officers, if Indemnitee is not a director of the
Company  but  is  an  officer.  Notwithstanding the foregoing, the Company shall
have  no  obligation  to  obtain  or  maintain  such  insurance  if  the Company
determines in good faith that such insurance is not reasonably available, if the
premium  costs for such insurance are disproportionate to the amount of coverage
provided, if the coverage provided by such insurance is limited by exclusions so
as  to  provide  an insufficient benefit, or if Indemnitee is covered by similar
insurance  maintained  by  a  subsidiary  or  parent  of  the  Company.

7.     SEVERABILITY.  Nothing  in this Agreement is intended to require or shall
be  construed  as requiring the Company to do or fail to do any act in violation
of applicable law.  The Company's inability, pursuant to court order, to perform
its  obligations  under  this  Agreement  shall  not constitute a breach of this
Agreement.  The  provisions  of this Agreement shall be severable as provided in
this Section 7.  If this Agreement or any portion hereof shall be invalidated on
any  ground  by  any  court  of  competent  jurisdiction, then the Company shall
nevertheless indemnify Indemnitee to the full extent permitted by any applicable
portion  of this Agreement that shall not have been invalidated, and the balance
of this Agreement not so invalidated shall be enforceable in accordance with its
terms.

8.     EXCEPTIONS.  Any  other provision herein to the contrary notwithstanding,
the  Company  shall  not  be  obligated pursuant to the terms of this Agreement:

     (a)     EXCLUDED  ACTS.  To  indemnify Indemnitee for any acts or omissions
or  transactions  from  which a director may not be indemnified under applicable
law.


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     (b)     CLAIMS  INITIATED  BY INDEMNITEE.  To indemnify or advance expenses
to  Indemnitee  with  respect  to  proceedings  or  claims  initiated or brought
voluntarily  by  Indemnitee  and  not  by way of defense, except with respect to
proceedings  brought  to  establish  or enforce a right to indemnification under
this  Agreement  or  any  other  statute  or  law,  but  such indemnification or
advancement  of expenses may be provided by the Company in specific cases if the
Board  of  Directors  has  approved  the initiation or bringing of such suit; or

     (c)     LACK  OF  GOOD  FAITH.  To  indemnify  Indemnitee  for any expenses
incurred  by  the  Indemnitee  with  respect  to  any  proceeding  instituted by
Indemnitee  to  enforce  or  interpret  this  Agreement, if a court of competent
jurisdiction  determines  that  each  of  the  material  assertions  made by the
Indemnitee  in  such  proceeding was not made in good faith or was frivolous; or

     (d)     INSURED  CLAIMS.  To  indemnify  Indemnitee  for  expenses  or
liabilities, which have been paid directly to Indemnitee by an insurance carrier
under a policy of directors' and officers' liability insurance maintained by the
Company;  or

     (e)     CLAIMS  UNDER  SECTION 16(b).  To indemnify Indemnitee for expenses
and the payment of profits inuring to and recoverable by the Company pursuant to
Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar
successor  statute.

9.     EFFECTIVENESS  OF  AGREEMENT.  To  the  extent  that  the indemnification
permitted  under  the  terms of certain provisions of this Agreement exceeds the
scope of the indemnification provided for in the general corporation laws of the
State  of  Delaware, such provisions shall not be effective unless and until the
Company's  Certificate  of  Incorporation  authorize  such  additional rights of
indemnification.  In  all other respects, the balance of this Agreement shall be
effective  as  of  the date set forth on the first page and may apply to acts or
omissions  of  Indemnitee which occurred prior to such date if Indemnitee was an
officer, director, employee or other agent of the Company, or was serving at the
request  of  the  Company  as  a director, officer, employee or agent of another
corporation,  partnership, joint venture, trust or other enterprise, at the time
such  act  or  omission  occurred.

10.   CONSTRUCTION  OF  CERTAIN  PHRASES.

     (a)     For  purposes  of this Agreement, references to the "Company" shall
include,  in  addition to the resulting corporation, any constituent corporation
(including  any  constituent  of  a  constituent) absorbed in a consolidation or
merger  which, if its separate existence had continued, would have had power and
authority  to indemnify its directors, officers, employees or agents, so that if
Indemnitee  is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as  a  director, officer, employee or agent of another corporation, partnership,
joint  venture,  trust  or  other enterprise, Indemnitee shall stand in the same
position under the provisions of this Agreement with respect to the resulting or
surviving  corporation as Indemnitee would have with respect to such constituent
corporation  if  its  separate  existence  had  continued.

     (b)     For  purposes  of this Agreement, references to "other enterprises"
shall  include  employee  benefit plans; references to "fines" shall include any
excise  taxes  assessed  on Indemnitee with respect to an employee benefit plan;
and references to "serving at the request of the Company" shall include, without
limitation, any service as a director, officer, employee of agent of the Company
which  imposes  duties  on,  or  involves  services  by, such director, officer,
employee or agent with respect to an employee benefit plan, its participants, or
beneficiaries;  and a person who acted in good faith and in a manner such person
reasonably  believed to be in the interest of the participants and beneficiaries
of  an  employee


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benefit  plan shall be deemed to have acted in a manner "not opposed to the best
interests  of  the  Company"  as  referred  to  in  this  Agreement.

11.     COUNTERPARTS.  This  Agreement  may  be  executed  in  one  or  more
counterparts,  each  of  which  shall  constitute  an  original.

12.     SUCCESSORS  AND  ASSIGNS.  This  Agreement  shall  be  binding  upon the
Company  and  its  successors  and  assigns,  and  shall inure to the benefit of
Indemnitee  and  Indemnitee's estate, heirs, legal representatives, and assigns.

13.     ATTORNEYS'  FEES.  In  the  event  that  any  action  is  instituted  by
Indemnitee under this Agreement to enforce or interpret any of the terms hereof,
Indemnitee  shall be entitled to be paid all court costs and expenses, including
reasonable  attorneys' fees, incurred by Indemnitee with respect to such action,
unless  as a part of such action, the court of competent jurisdiction determines
that  each  of  the  material  assertions made by Indemnitee as a basis for such
action were not made in good faith or were frivolous.  In the event of an action
instituted  by  or in the name of the Company under this Agreement or to enforce
or interpret any of the terms of this Agreement, Indemnitee shall be entitled to
be  paid  all  court  costs and expenses, including attorneys' fees, incurred by
Indemnitee  in  defense  of  such action (including with respect to Indemnitee's
counterclaims  and  cross-claims  made in such action), unless as a part of such
action  the  court determines that each of the Indemnitee's material defenses to
such  action  were  made  in  bad  faith  or  were  frivolous.

14.     NOTICE.  All  notices,  requests, demands and other communications under
this  Agreement  shall  be  in  writing  and  shall  be deemed duly given (i) if
delivered  by hand and receipted for by the party addressee, on the date of such
receipt, or (ii) if mailed by domestic certified or registered mail (with return
receipt)  with  postage  prepaid,  on  the  third  business  day  after the date
postmarked.  The  addresses  for  notice  to  either  party  are as shown on the
signature  page  of  this  Agreement, as may subsequently be modified by written
notice.

15.     CONSENT  OF  JURISDICTION.  The  Company  and  Indemnitee  each  hereby
irrevocably  consent to the jurisdiction of the courts of the State of Texas for
all  purposes in connection with any action or proceeding which arises out of or
relates  to  this  Agreement  and  agree  that  any action instituted under this
Agreement shall be commenced, prosecuted and continued only in the courts of the
State  of  Texas  in  and  for  Harris County, which shall be exclusive and only
proper  forum  for  adjudicating  such a claim (except for matters for which the
Delaware  Court  of  Chancery  has  exclusive  jurisdiction  by  law).

16.     CHOICE  OF  LAW.  This Agreement shall be governed by and its provisions
construed  in  accordance  with  the laws of the State of Delaware as applied to
contracts  between  Delaware residents entered into and to be performed entirely
within  Delaware.

17.     INTEGRATION  AND ENTIRE AGREEMENT.  This Agreement sets forth the entire
understanding  between the parties hereto and supersedes and merges all previous
written  and  oral  negotiations,  commitments,  understandings,  and agreements
relating  to  the  subject  matter  hereof  between  the  parties  hereto.


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     IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement as of
the  date  first  above  written.

ROCKPORT  HEALTHCARE  GROUP,  INC.



By:
   ----------------------------------

Title:
      -------------------------------

Address:     Rockport Healthcare Group, Inc.
             Attention:  Chief Executive Officer
             50 Briar Hollow Lane,  Suite 515 West
             Houston, Texas 77027


AGREED TO AND ACCEPTED:

                                     :
-------------------------------------


By:
      -------------------------------
Address:
      -------------------------------
      -------------------------------

      -------------------------------


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