EXHIBIT 10.2

                              EMPLOYMENT AGREEMENT


     This  Agreement made and entered into as of the 30th day of March, 2001, by
and  between  ROCKPORT  HEALTHCARE GROUP, INC., having a place of business at 50
Briar  Hollow Lane, Suite 515 West, Houston, Texas 77027 ("Employer"), and, CARL
A.  CHASE  having  an  address  at  3522  Blue  Cypress,  Spring,  Texas  77388
("Employee").


     WITNESSETH:

     WHEREAS,  Employer  is  engaged  in  the  business of delivering integrated
services  and  products  to  defined  healthcare  populations;  and

     WHEREAS,  Employer  desires  to  employ  Employee  as Senior Vice President
Budgets  &  Controls  of  Employer,  and  Employee  desires to be so employed by
Employer,  all  pursuant  to  the  terms  and  conditions hereinafter set forth.

     NOW,  THEREFORE,  in consideration of the foregoing and the mutual promises
and  covenants  herein  contained,  it  is  agreed  as  follows:


1.  EMPLOYMENT:  DUTIES

     Employer  hereby  agrees  to employ Employee, and Employee hereby agrees to
accept  employment  during  the  term  hereof as Senior Vice President Budgets &
Controls  of  Employer,  and  shall  perform  such  services  as are customarily
performed  by  persons holding such offices and shall be subject at all times to
the  direction  of  the  Board  of  Directors  of  Employer.


2.  TERM

     (a)  Employee's  employment  hereunder shall be for a term commencing April
          1,  2001  and  ending  on  March  31,  2002.  The  Agreement  shall be
          automatically  extended  from  year  to  year thereafter unless either
          party gives not less than three (3) months prior written notice to the
          other  that  such  party  elects  to  have  the  Agreement  terminated
          effective  at  the  end  of  the initial or then current renewal term.
     (b)  Employee  agrees  to  devote  all  of  Employee's  business  time  and
          attention  to  fulfill  Employee's  duties  and  responsibilities
          faithfully,  diligently  and  competently.  For  this purpose Employee
          agrees  to maintain his residence within a reasonable proximity to the
          main  office  of  Employer  indicated  above.

3.  COMPENSATION

     (a)  As  compensation  for  the  performance  of  his  duties  on behalf of
          Employer,  Employer  shall  pay  Employee  a salary at the rate of One
          Hundred  Twenty  Thousand  Dollars ($120,000.00) per annum, payable in
          installments  in  accordance  with the usual practice of the Employer.
     (b)  As  additional  compensation,  Employer  will  cause  to  be issued to
          Employee  One Hundred Thousand Shares (100,000) of Rockport Healthcare
          Group, Inc. restricted common stock within 30 days of the execution of
          this  agreement  by  both  Employer  and  Employee
     (c)  Employer  shall  reimburse  Employee  for  the  expenses  incurred  by
          Employee  in connection with his duties hereunder upon presentation by
          Employee  of  the  details of vouchers for such expenses in accordance
          with  customary  Employer  practice.
     (d)  Employee  shall  be  entitled  to  participate in any retirement, life
          insurance,  medical insurance, disability insurance, vacation, savings
          and  other  employee  benefit  plans  made  generally available to the
          senior  officers  of the Company, so long as such benefits comply with
          applicable law (including without limitation the Internal Revenue Code
          of  1986,  as  amended,  and  ERISA).


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     (e)  Employee  shall  be  entitled  to  participate in any stock option and
          bonus  incentive plans made generally available to the senior officers
          of  the  Company.

4.  NON-COMPETITION

     (a)  During  the  term  of  this  Agreement and for a period of twelve (12)
          months  from  the  date of termination of his employment hereunder for
          whatever  reason,  Employee  agrees  that  he  will  not  solicit  any
          customers  who  are  presently  or  may  hereafter become customers of
          Employer  unless such solicitation is entirely unrelated to Employer's
          business,  or  compete in any way with Employer alone or together with
          others  in  a  business  which  Employer  is engaged in at the time of
          termination  of  employment.
     (b)  Subsequent  to  the  expiration  or  termination  of  this  Agreement,
          Employee  will  not  interfere  with  or disrupt or attempt to disrupt
          Employer's  business  relationship  with its customers or suppliers or
          solicit  the  employees  of  Employer.
     (c)  During  the  term  of  this  Agreement and for a period of twelve (12)
          months  from  the  date of termination of his employment hereunder for
          whatever  reason,  Employee  will not disclose or use or enable anyone
          else  to  use  any information or data which may be obtained by him or
          available  to  him  during  the  term  of  employment  except  if such
          information  is otherwise readily publicly available or is required to
          be  disclosed  pursuant  to  a  court  order.
     (d)  In  the  event that Employee breaches any provisions of this Section 4
          or there is a threatened breach, then, in addition to any other rights
          which  Employer  may  have,  Employer  shall be entitled to injunctive
          relief to enforce the restrictions contained herein. In the event that
          an actual proceeding is brought in equity to enforce the provisions of
          this  paragraph, Employee shall not urge as a defense that there is an
          adequate  remedy  at  law nor shall Employer be prevented from seeking
          any  other  remedies  which  may  be  available.
     (e)  The  existence  of  any  claim  or cause of action by Employee against
          Employer,  whether  predicated upon this Agreement or otherwise, shall
          not  constitute  a  defense  to  the  enforcement  by  Employer of the
          foregoing  restrictive  covenants  but  shall be litigated separately.


5.  TERMINATION

     (a)  Anything  to  the  contrary  notwithstanding,  this  Agreement  shall
          terminate  30  days  after the Employee's (i) death or (ii) disability
          for  a period of not less than twenty-six consecutive weeks; provided,
          however,  that the provisions of Section 6 hereof shall remain in full
          force  and  effect  through  the  end  of  the  term  hereof.
     (b)  Employee's  employment  hereunder  may  be  terminated  for  Cause  by
          Employer before the expiration of the term hereof by written notice to
          Employee.  "Cause"  shall  mean  any of the following occurrences: (i)
          Employee's  commission  of  a  crime  which  impacts  Employer;  (ii)
          Employee's  neglect  of,  or failure to, perform his duties hereunder;
          (iii)  Without  limitation  of  the  foregoing,  Employee's failure to
          satisfy  the reasonable performance standards for a [ ] established by
          the  Board  of  Directors.
     (c)  Employee's employment may also be terminated without Cause by Employer
          at  any  time  by  written  notice  to  Employee.


6.  SEVERANCE

     In  the  event  of termination of employment of Employee by Employer before
the  expiration  of the term hereof pursuant to Section 5(c) only, Employer will
provide  Employee  with  severance  pay  in  an  amount equal to one-half of the
Employee's  base annual salary, which shall be payable in a lump sum, discounted
based  on  the  prime rate of Chase Bank then in effect, which lump sum shall be
payable  within 30 days of the date of termination. Employer shall also continue
to  provide  to  Employee  any  retirement  benefits,  life  insurance,  medical
insurance  and  disability insurance to which he is entitled pursuant to Section
3(c)  through  the  end  of  the  term  hereof.

     In the event of termination of employment of Employee before the expiration
of  the  term hereof pursuant to the provisions of Section 5(a) hereof, Employer
will:  (i)  provide  Employee  (or  Employee's  estate) with severance pay in an
amount  equal to one year's base annual salary, which shall be payable in a lump
sum, discounted based on the prime rate of Chase Bank then in effect, which lump
sum  shall  be  payable  within  30 days of the date of termination; (ii) in the


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event  of  Employee's disability, continue to provide to Employee any retirement
benefits, life insurance, medical insurance and disability insurance pursuant to
Section  3(c)  through  the  end  of  the term hereof; and (iii) in the event of
Employee's  death,  continue to provide Employee's spouse and minor children, if
applicable,  with  medical  benefits pursuant to Section 3(c) through the end of
the  term  hereof.

7.  NOTICES

     All  notices hereunder shall be in writing and shall be delivered in person
or  given  by  registered  or  certified  mail, postage prepaid, and sent to the
parties  at the respective addresses above set forth. Either party may designate
any  other address to which notice shall be given, by giving notice to the other
of  such  change  of  address  in  the  manner  herein  provided.


8.  SEVERABILITY  OF  PROVISIONS

     If  any  provision  of  this  Agreement  shall  be  declared  by a court of
competent  jurisdiction to be invalid, illegal or incapable of being enforced in
whole  or  in  part, the remaining conditions and provisions or portions thereof
shall nevertheless remain in full force and effect and enforceable to the extent
they  are  valid,  legal  and  enforceable,  and  no  provision  shall be deemed
dependent  upon  any  other  covenant  or  provision unless so expressed herein.


9.  GOVERNING  LAW

     This  Agreement shall be construed and governed by the laws of the State of
Texas.


10.  NON-WAIVER

     The  failure  of  either party to insist upon the strict performance of any
term  or  condition  in  this  Agreement  shall  not  be  considered a waiver or
relinquishment  of  future  compliance  therewith.


11.  ENTIRE  AGREEMENT;  MODIFICATION

     This  Agreement  contains the entire agreement between the parties relating
to  the  subject matter hereof. No modification of this Agreement shall be valid
unless  it  is  made  in  writing  and  signed  by  the  parties  hereto.


12.  NON-ASSIGNMENT;  SUCCESSORS

     Neither  party  hereto  may assign his or its rights or delegate his or its
duties  under  this  Agreement  without  the  prior written consent of the other
party;  provided, however, that (i) this Agreement shall inure to the benefit of
and  be binding upon the successors and assigns of the Employer upon any sale of
all  or  substantially  all  of  the  Employer's  assets,  or  upon  any merger,
consolidation  or  reorganization  of  the  Employer  with  or  into  any  other
corporation, all as though such successors and assigns of the Employer and their
respective  successors  and  assigns  were the Employer; and (ii) this Agreement
shall  insure  to  the  benefit  of  and  be  binding upon the heirs, assigns or
designees  of  the Employee to the extent of any payments due to them hereunder.
As  used  in this Agreement, the term "Employer" shall be deemed to refer to any
such  successor or assign of the Employer referred to in the preceding sentence.


13.  COUNTERPARTS

     This  Agreement  may be executed in one or more counterparts, each of which
shall  be deemed to be an original but all of which together will constitute one
and  the  same  instrument.


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IN  WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year  first  above  written.


                                           ROCKPORT  HEALTHCARE  GROUP,  INC.:


                                           By:
                                              ----------------------------------
                                              Harry M. Neer, President and CEO


                                           CARL  A.  CHASE:


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


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