EXHIBIT 4.2

                         ROCKPORT HEALTHCARE GROUP, INC.
                        50 BRIAR HOLLOW LANE, SUITE 515W
                              HOUSTON, TEXAS 77027


__________________________                                Dated as of __________


Mr.  _______________:

     Rockport Healthcare Group, Inc., a Delaware corporation, (the "Company") is
offering  for  sale certain Notes as described herein.  The terms and conditions
governing  the Notes are contained in this Agreement.  The Company hereby agrees
with  you  (herein  called  "Investor"  or  "Noteholder"),  as  follows:

SECTION  1.     AUTHORIZATION  OF  NOTES

     The  Company  hereby  authorizes  the  issuance  and  sale  of an aggregate
principal amount of $1,000,000 in the form of convertible subordinated unsecured
notes  (the  "Note" or "Notes") to be issued to _________________________.  Each
Note  issued  hereunder  will be dated the date purchased by you hereunder, will
mature  on  June  [  ], 2004, will bear interest on its unpaid principal balance
from  the  date  of issuance at the rate of ten percent (10%) per annum, payable
quarterly,  beginning  September  30,  2001,  out  of  available  cash flow from
operations as determined by the Company's Board of Directors, or if not paid but
accrued,  will  be  paid  at  the  next  fiscal  quarter or at maturity.  If the
interest is not paid quarterly, but is accrued, interest for subsequent quarters
shall  be  computed based upon the unpaid principal balance and accrued interest
during  the  quarter  for  which  such  interest computation is performed.  Each
fiscal  quarter,  the  Board of Directors will determine if sufficient cash flow
exists to make the interest payments, and if, in their determination, sufficient
cash  flow  does  not exist to make the payments, the interest will accrue until
the  next fiscal quarter when a similar determination will be made.  The failure
to  pay  interest on the Notes prior to the maturity date will not constitute an
Event  of Default.  The Noteholder, at his option, may convert the principal and
any accrued and unpaid interest into fully paid and non-assessable shares of the
Common  Stock  on  the  terms and conditions set forth in Section 8 of this Note
Agreement.  The  Notes  will have the other terms and provisions provided herein
and  in  the  form of Note attached hereto as Exhibit 1 to this Schedule A.  The
                                              ---------         ----------
term "Note" or "Notes" as used herein shall include each Note delivered pursuant
to  any  provision  of this Agreement and each Note delivered in substitution or
exchange  for  any  such  Note  pursuant  to any such provision.  The Note is an
unsecured  obligation  of  the  Company  subordinated in right of payment to the
extent  of  the  principal  amount  (and  premium, if any), and interest on, all
senior  indebtedness  (however  defined  in any debt instrument) of the Company,
outstanding  at  any  time during the term of the Note.  The Note is convertible
into  Company  common  stock  ("Common  Stock"),  $.001  par  value per share as
described  herein.


                                      A - 1
Note Agreement                                                        Schedule A

<PAGE>
SECTION  2.     ISSUE  AND  SALE  OF  THE  NOTE

     The  Company  will  issue  and  sell  to  you and, subject to the terms and
conditions  contained  in  this Agreement, you will purchase from the Company, a
Note in the principal amount specified opposite your name on the signature page.

SECTION  3.     REPRESENTATIONS,  WARRANTIES  AND  CONDITIONS

     The  Company  represents  and  warrants  that:


     3.1     Use  of  Proceeds.  The  Company will apply the proceeds hereof for
             -----------------
working  capital  and  for other general corporate purposes, as it determines in
its  sole  discretion.

     3.2     Offering  of  a  Note.  The  Note has not been registered under the
             ---------------------
Securities  Act  of  1933  ("Act")  or  any other similar agency of any state in
reliance  upon  what the Company believes to be exemptions from the registration
requirements  contained therein.  Since the Note has not been registered, it, as
well  as  the  Common  Stock  in  which it is convertible, will be a "restricted
security"  as defined in Rule 144 of the general rules and regulations under the
Act.  As a "restricted security," an Investor must hold it indefinitely, and may
not sell, transfer, pledge or otherwise dispose of it without registration under
the  Act  and without registration under any applicable state securities laws or
unless  an  exemption  from registration is available.  Moreover, in the event a
Noteholder  desires  to  sell or otherwise dispose of his Note or dispose of the
underlying  shares  of Common Stock if such Note is converted, the Investor will
be  required to furnish the Company with an opinion of counsel acceptable to the
Company that the transfer would not violate the registration requirements of the
Federal  or  State  securities acts.  The Company has the absolute right, in its
sole  discretion  to  approve  or  disapprove  such  transfer.  Accordingly,  a
Noteholder  must  be willing to bear the economic risk of investment in the Note
for  an  indefinite period of time.  Rule 144 allows sales, without registration
under  the  Act, of limited amounts of securities that have been held for one or
two  years,  in  certain  circumstances  in accordance with specific guidelines.

     3.3     Due  Authorization  and  Compliance  with  Other Instruments.  This
             ------------------------------------------------------------
Agreement  and  the Notes have been duly and validly authorized by all requisite
corporate proceeding and this Agreement constitutes, and the Notes when executed
and  delivered  will  be,  valid  and legally binding obligations of the Company
enforceable  against  the  Company  in  accordance  with  their  terms except as
enforceability is limited by bankruptcy, insolvency, reorganization, moratorium,
or  other  laws relating to or affecting generally the enforcement of creditors'
rights  and  except  to  the  extent that availability of equitable remedies are
subject  to the discretion of courts before which any proceeding therefor may be
brought and the Notes will be entitled to the benefits of this Agreement and are
not  subject  to  any  preemptive or similar rights on the part of any holder or
holders  of  shares  of  capital  stock  of  the  Company.


                                      A - 2
Note Agreement                                                        Schedule A

<PAGE>
SECTION  4.     CERTAIN  REPRESENTATIONS  AND  COVENANTS  OF  THE  INVESTORS

     4.1     Purchase  for  Investment.  The  Note  and the underlying shares of
             -------------------------
Common  Stock  may not be sold, transferred, assigned, hypothecated or otherwise
disposed  of  by  the  registered holder hereof, in whole or in part, unless and
until  either:  (i)  the  Note or the underlying shares of Common Stock has been
duly  and  effectively  registered  for resale under the Act, and under any then
applicable  state securities laws; or (ii) the registered holder delivers to the
Company  a  written  opinion  satisfactory to its counsel that an exemption from
such  registration  requirements  is  then  available  with  respect to any such
proposed  sale  or  disposition.  Any  transfer  otherwise permissible hereunder
shall  be  made  only at the principal office of the Company upon surrender of a
Note  for  cancellation  or  in  exchange  for  a  new  Note.

     4.2     Sale  of  the Note.  You hereby agree that you will not directly or
             ------------------
indirectly  sell  or  otherwise  dispose of the Note or the underlying shares of
Common  Stock held by you unless, at the time of such sale or other disposition,
you  comply  with  Section  4.1  hereof.

     4.3     Subordination  and  Security.  You  hereby  acknowledge  that  the
             ----------------------------
payment  of  principal and interest on the Note will be subordinated in right of
payment  to  the  extent  of  the principal amount of (and premium, if any), and
interest on, all senior indebtedness (however defined in any debt instrument) of
the  Company outstanding at any time during the term of the Note, and you hereby
acknowledge  that  the  indebtedness  hereunder  is  unsecured.  You  further
acknowledge  that  the  Note  is  unsecured  and  that  no sinking fund is being
established  by  the  Company  for  the  retirement  of  the  indebtedness.

SECTION  5.     REGISTRATION,  TRANSFER  AND  SUBSTITUTION OF THE NOTE, ETC.

     5.1     Note Register; Ownership of the Note.  The Company will cause to be
             ------------------------------------
kept  at  its  principal office a register in which the Company will provide for
the  registration  of  the  Note.  The Company shall treat the Investor in whose
name any registered Note is registered on such register as the owner thereof for
the purpose of receiving payment of the principal of, and interest on, such Note
and  for  all other purposes and the Company shall not be affected by any notice
to  the  contrary.  All  references  in  this  Agreement  to  a  "holder" of any
registered Note shall mean the Investor in whose name such registered Note is at
such  time  registered  on  such  register.

     5.2     Transfer  and Exchange of the Note.  Upon surrender of any Note for
             ----------------------------------
registration  of  transfer  or  for exchange to the Company, the Company, at its
expense,  will  execute  and  deliver  in exchange therefor a new Note or Notes,
which  aggregate the unpaid principal amount of such surrendered Note.  Such new
Note  shall,  at  the  option of such holder or transferee, be registered in the
name of or made payable to such person as such holder or transferee may request,
dated  so  that  there  will be no loss of interest on such surrendered Note and
otherwise  of  like  tenor.

     5.3     Replacement  of  Notes.  Upon  receipt  of  evidence  reasonably
             ----------------------
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Note  and,  in the case of any such loss, theft or destruction of any Note, upon
delivery  of  an  indemnity  bond  in  such reasonable amount as the Company may
determine,  or,  in the case of such mutilation, upon the surrender of such Note
for  cancellation  to  the  Company  at its principal office, the Company at its
expense  will  execute  and  deliver, in lieu thereof, a new Note of like tenor,


                                      A - 3
Note Agreement                                                        Schedule A
<PAGE>
dated  so that there will be no loss of interest on such lost, stolen, destroyed
or  mutilated  Note.  Any  Note  in  lieu of which any such new Note has been so
executed  and  delivered by the Company shall not be deemed to be an outstanding
Note  for  any  purpose  of  this  Agreement.

SECTION  6.     PAYMENT  ON  THE  NOTE

     6.1     Payment of Principal and Interest.  The Company will punctually pay
             ---------------------------------
or  cause to be paid all amounts of principal and interest payable in respect of
the  Note  in  accordance  with  the  terms  thereof  and  of  this  Agreement.

     6.2     Place  of  Payment.  So  long  as  you or your nominee shall be the
             ------------------
holder  of  any Note, and notwithstanding anything contained in such Note to the
contrary,  the Company will pay all sums becoming due on such Note for principal
and  interest  to  you  or  your  nominees  at  the  address  specified  in  the
Subscription  Agreement, or such other address specified for such purpose, or by
-----------------------
such  other method and at such other address as you shall have from time to time
specified  to  the  Company in writing for such purpose.  The holder of any Note
will  promptly  notify  the Company of any sale or other disposition of any such
Note  held  by  it  or  its  nominee,  specifying  the  name  and address of the
transferee,  assuming  that  such  disposition  was  effected in accordance with
Sections  4.1  and  4.2.

SECTION  7.     EVENTS  OF  DEFAULT,  ETC.

     7.1     Event  of Default Defined.   An  Event  of  Default  means:
             -------------------------

          (a)  default  shall be made in the payment of principal or interest of
     any  of  the  Notes  when  and as the same shall become due and payable, at
     maturity,  unless  Noteholder  determines,  in  its discretion, not to make
     demand  for  such  payments;  or

          (b) the Company shall (i) apply for or consent to the appointment of a
     receiver,  trustee, or liquidator of the Company or any of its assets, (ii)
     make  a  general  assignment  for  the  benefit  of  creditors,  (iii)  be
     adjudicated  to  be bankrupt or insolvent or (iv) file a voluntary petition
     in  bankruptcy,  or  a  petition  or  answer  seeking  reorganization or an
     arrangement  with  creditors  to  take  advantage  of  any  bankruptcy,
     reorganization,  insolvency, readjustment of debt, moratorium, dissolution,
     liquidation,  or  debtor  relief law, or any chapter of any such law, or an
     answer admitting the material allegations of a petition filed against it in
     any  proceeding under any such law or chapter, or corporate action shall be
     taken by the Company for the purpose of effecting any of the foregoing; (v)
     or an order, judgment, or decree shall be entered, without the application,
     approval,  or  consent  of  the  Company,  by  any  court  of  competent
     jurisdiction, approving a petition seeking liquidation or reorganization of
     the  Company of all or a substantial part of the assets of the Company, and
     provided  that  such  order, judgment, or decree remains in effect for more
     than  90  consecutive  days.


                                      A - 4
Note Agreement                                                        Schedule A

<PAGE>
     7.2     Remedies.   In  an Event of Default, upon the written authorization
             --------
of  the  holders  of  Notes, the holders may by notice in writing to the Company
declare the unpaid principal of the Notes together with accrued interest thereon
to  be forthwith due and payable and thereupon such principal and interest shall
be  due and payable without presentment, protest, or further demand or notice of
any kind, all of which are hereby expressly waived.  This Section 7, however, is
subject  to  the condition that, if at any time after the occurrence of an Event
of Default hereunder, and before the entry of any judgment or decree against the
Company for the payment of all or any portion of the Notes then outstanding, the
Noteholders may, by written notice to the Company, either temporarily suspend or
permanently  rescind  and  annul such declaration of an Event of Default and its
consequences  (including, without limitation, the acceleration of the Notes as a
result  of  such  Event  of  Default);  but no such suspension or rescission and
annulment shall extend to or affect any prior, concurrent, or subsequent default
or Event of Default (other than the ones identified by the Noteholders declaring
them  due as the ones upon which such declaration was based) or impair any right
consequent  thereon.

SECTION  8.     CONVERSION  OF  THE  NOTE  INTO  COMMON  STOCK

     8.1     At any  time  on  or  after the date hereof, until June [  ], 2004,
provided  that  the Note is then outstanding, the Noteholder may, at his option,
convert  any  or  all  such indebtedness, principal and accrued interest, on the
terms  and  conditions  set  forth  in  this  Section  8,  into  fully  paid and
non-assessable  shares of the Common Stock. The number of shares of Common Stock
shall  be  determined by dividing the outstanding indebtedness by the Conversion
Price  (as  defined herein) in effect at the time of conversion. The "Conversion
Price"  per  share  at  which shares of Common Stock shall be initially issuable
upon  conversion  of  the  indebtedness  shall be $____________ per share, to be
adjusted  pursuant  to  Section  8.

     8.2     To  exercise  his  conversion  privilege, the Noteholder shall give
written  notice to the Company stating that the Noteholder irrevocably elects to
convert  such  indebtedness. Conversion shall be deemed to have been effected on
the  date when such delivery is made, and such date is referred to herein as the
"Conversion  Date."  Within  ten (10) business days after the date on which such
delivery  is  made,  the  Company  shall  issue  and  send  (with  receipt to be
acknowledged)  to  the  holder  thereof or the holder's designee, at the address
designated  by such holder, a certificate or certificates for the number of full
shares  of  Common Stock to which the Noteholder is entitled as a result of such
conversion,  and  cash  with  respect  to  any fractional interest of a share of
Common  Stock as provided in Section 8.3 of this Agreement. The Noteholder shall
be  deemed  to  have  become  a stockholder of record of the number of shares of
Common  Stock  into  which the indebtedness has been converted on the applicable
Conversion  Date  unless  the  transfer  books of the Company are closed on that
date,  in  which event he shall be deemed to have become a stockholder of record
of such shares on the next succeeding date on which the transfer books are open,
but  the  Conversion  Price shall be that in effect on the Conversion Date. Upon
conversion  of  only a portion of the indebtedness, the Company shall within ten
(10) business days after the date on which such delivery is made, issue and send
(with  receipt to be acknowledged) to the Noteholder thereof or the Noteholder's
designee,  at the address designated by such Noteholder, a new note representing
the  unconverted  portion  of  indebtedness.


                                      A - 5
Note Agreement                                                        Schedule A
<PAGE>
     8.3     No  fractional shares of Common Stock or scrip shall be issued upon
conversion of the indebtedness.  The Company shall make an adjustment in respect
of  such  fractional  interest equal to the fair market value of such fractional
interest,  to  the  nearest  1/100th  of a share of Common Stock, in cash at the
Current  Market  Price  (as  defined  below)  on  the business day preceding the
effective date of the conversion.  The "Current Market Price" of publicly traded
shares  of  Common Stock or any other class of Common Stock or other security of
the  Company  or  any  other  issuer for any day shall be deemed to be the daily
"Closing  Price"  for the trading day immediately preceding the Conversion Date.
The  "Current  Market Price" of the Common Stock or other class of capital stock
or  securities  of  the Company or any other issuer which is not publicly traded
shall  mean  the  fair value thereof as determined in good faith by the Board of
Directors  of  the  Company.  The  "Closing  Price" shall mean the last reported
sales  price  on  the principal securities exchange on which the Common Stock is
listed  or  admitted  to trading or, if not listed or admitted to trading on any
national  securities exchange, on the National Association of Securities Dealers
Automatic  Quotations  System, or, if the Common stock is not listed or admitted
to  trading  on  any  national  securities  exchange  or  quoted on the National
Association  of  Securities  Dealers  Automated  Quotations  System,  in  the
over-the-counter  market as furnished by any New York Stock Exchange member firm
selected  from  time  to  time  by  the  Company  for  that  purpose.

     8.4     The  Company  shall  at all times reserve for issuance and maintain
available,  out  of  its  authorized  but  unissued Common Stock, solely for the
purpose  of  effecting  the  conversion  of the indebtedness, the full number of
shares  of Common Stock deliverable upon the conversion of all indebtedness from
time  to  time  outstanding.  The  Company  shall  from time to time (subject to
obtaining  necessary  director  and  stockholder action), in accordance with the
laws  of  the State of Delaware, increase the authorized number of shares of its
Common  Stock if at any time the authorized number of shares of its Common Stock
remaining  unissued  shall  not be sufficient to permit the conversion of all of
the  indebtedness  at  the  time  outstanding.

     8.5     All  shares  of Common Stock which may be issued upon conversion of
the indebtedness will upon issuance by the Company be validly issued, fully paid
and  non-assessable  and  free from all taxes, liens and charges with respect to
the  issuance  thereof.

     8.6     In  the  event  that  the  Company  shall at any time in the future
subdivide  the  outstanding  shares  of  Common  Stock,  or  shall pay or make a
dividend  or  distribution  of  any  class  of capital stock of the Company, the
Conversion Price in effect immediately prior to such subdivision or the issuance
of  such  dividend  shall  be proportionately decreased, and in case the Company
shall at any time combine the outstanding shares of Common Stock, the Conversion
Price  in  effect immediately prior to such combination shall be proportionately
increased,  effective  at the close of business on the date of such subdivision,
dividend  or combination, as the case may be, or the date of conversion whatever
is  earlier.

SECTION  9.     PREPAYMENT

     Subject  to  the  provisions  of this Section 9, the Company shall have the
right  to prepay the Note in whole, or in part, at the option of the Company, by
resolution  of  the Board of Directors at any time upon giving written notice to


                                      A - 6
Note Agreement                                                        Schedule A
<PAGE>
the  Noteholder.  The notice shall state: (i) the amount of prepayment, and (ii)
the  date  on  which  the  prepayment  is to be made which shall be no less than
thirty  (30)  days  from  the  date  of  the  notice.

     The  Noteholder  at  its option shall have the right to convert the balance
due  and  owing  into  shares  of Common Stock in accordance with the conversion
privileges set forth in Section 8 hereof. The period in which the Noteholder may
exercise  his  conversion rights shall be after the receipt of prepayment notice
and  prior  to  the  close  of  business  on  the business day prior to the date
established  for  prepayment.

     With  respect  to a prepayment of the Notes pursuant to this Section 9, any
Note paid or prepaid in full shall, after such payment or prepayment in full, be
surrendered  to  the  Company  and  canceled.  The  Company's failure to pay the
principal  amount  of  any  Note  pursuant  to  a  prepayment  notice  shall not
constitute  an  Event  of  Default  under  this  agreement.

     In  the event that payment is not made by the Company prior to the close of
business  on  the  date  established in the notice, said notice becomes null and
void  and  a  new  notice  must  be  issued.

SECTION  10.    MERGER  AND  CONSOLIDATION

     The  Company  may  consolidate with or merge into any other corporation, or
convey,  or  transfer  or  lease  its  properties and assets substantially as an
entirety  to  any  person,  provided  that  in  any  such case (i) the successor
corporation  shall assume the Company's obligations under this Agreement and the
Notes  and  (ii) immediately after giving effect to such transaction, no default
shall  have  occurred  and  be  continuing.

     In  case  of  any  consolidation  or merger of the Company with or into any
other  corporation (other than a consolidation or merger in which the Company is
the  continuing corporation and which does not result in any reclassification or
change  [other  than  a  change  in par value or as a result of a subdivision or
combination]  in  the  Common  Stock)  or  any  sale  or  transfer  of  all  or
substantially  all the assets of the Company, the holder of each Note will after
such consolidation, merger, sale or transfer have the right to convert such Note
into  the  kind  and  amount  of  securities, cash and other property which such
holder would have been entitled to receive upon such consolidation, merger, sale
or transfer if he had held the Common Stock issuable upon the conversion of such
Note  immediately  prior  to  such  consolidation,  merger,  sale  or  transfer.

SECTION  11.    SURVIVAL  OF  AGREEMENTS,  ETC.

     All  agreements, representations and warranties contained herein or made in
writing by or on behalf of the Company and the Noteholder in connection with the
transactions  contemplated  hereby  shall  survive the execution and delivery of
this  Agreement.

SECTION  12.    AMENDMENTS  AND  WAIVERS


                                      A - 7
Note Agreement                                                        Schedule A
<PAGE>
     Any  term  of  this  Agreement  or  of  the  Notes  may  be amended and the
observance of any term hereof or thereof may be waived (either generally or in a
particular  instance  and  either  retroactively or prospectively) only with the
written  consent  of  the  Company  and  of  the  Noteholders.

SECTION  13.    MISCELLANEOUS

     This  Agreement  shall  be  binding upon and inure to the benefit of and be
enforceable  by  the  respective  successors  and assigns of the parties hereto,
whether  so  expressed or not, and, in particular, shall inure to the benefit of
and be enforceable by any holder or holders at the time of the Notes or any part
thereof.  This Agreement embodies the entire agreement and understanding between
you  and  the  Company  and  supersedes  all prior agreements and understandings
relating  to  the subject matter hereof.  The headings in this Agreement are for
purposes  of  reference only and shall not limit or otherwise affect the meaning
hereof.  This  Agreement  may be executed in any number of counterparts, each of
which  shall  be  an  original,  but  all of which together shall constitute one
instrument.  Each such counterpart may consist of a number of copies each signed
by  one party, but together signed by all the parties thereto.  If any provision
of  this  Agreement  is  declared  unenforceable by a court of last resort, such
declaration  shall  not  affect  the  validity  of  any  other provision of this
Agreement.

     In  the event of a dispute in connection with this Note, the parties hereto
agree  to  submit  to  binding  arbitration  with  the  American  Arbitration
Association,  to  be  held  in  Harris  County,  Texas.

     The  Note shall be governed by and construed in accordance with the laws of
the State of Texas and the applicable laws of the United States of America.  The
Note  is performable in Harris County, Texas.  Any action or proceeding under or
in  connection  with the Note against the Company or any other party ever liable
for payment of any sums of money payable on the Note shall be brought in a State
or  Federal  Court  in  Harris  County,  Texas.

     If you are in agreement with the foregoing, please sign below and return to
the  Company,  whereupon  this  Note  Agreement shall become a binding agreement
between  you  and  the  Company.

                                       Very  truly  yours,
                                       ROCKPORT  HEALTHCARE  GROUP,  INC.

                                       ____________________________________
                                       Harry M. Neer, President and CEO


                                      A - 8
Note Agreement                                                        Schedule A
<PAGE>
AGREED TO AND ACKNOWLEDGED BY:                   AMOUNT:


____________________________                     $________




______________________________




______________________________


                                      A - 9
Note Agreement                                                        Schedule A
<PAGE>
                                    EXHIBIT 1

THIS  NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND  IS  TRANSFERABLE  ONLY  UPON THE CONDITIONS SPECIFIED IN THE NOTE AGREEMENT
REFERRED  TO  HEREIN.


     10%  Convertible  Subordinated  Unsecured  Note  Due  June  [  ],  2004


No.  _____                                                              $___,000

     ROCKPORT  HEALTHCARE GROUP, INC., a corporation duly organized and existing
under  the laws of the State of Delaware (herein called the "Company") for value
received,  hereby  promises  to pay to _______________________ or his registered
assigns  ("Maker"),  the  principal  sum  of  ______________________  and 00/100
dollars  ($_____,000.00)  on  June [  ], 2004, unless such individual determines
not  to  make  demand  for such payment, in which case the Note shall be due and
payable  upon  demand,  and to pay interest at the rate of ten percent (10%) per
annum thereon payable quarterly, commencing September 30, 2001, out of available
cash  flow from operations as determined by the Company's Board of Directors, or
if not paid but accrued, will be paid at the next fiscal quarter or at maturity.
If  the  interest is not paid quarterly, but is accrued, interest for subsequent
quarters  shall  be computed based upon the unpaid principal balance and accrued
interest  during  the  quarter for which such interest computation is performed.
Each  fiscal  quarter,  the Board of Directors will determine if sufficient cash
flow  exists  to  make  the  interest  payments, and if, in their determination,
sufficient  cash  flow  does  not  exist to make the payments, the interest will
accrue  until the next fiscal quarter when a similar determination will be made.
The  failure  to  pay  interest on the Notes prior to the maturity date will not
constitute  an Event of Default.  The Noteholder, at his option, may convert the
principal  and  accrued  and  unpaid interest into fully paid and non-assessable
shares of the Common Stock on the terms and conditions set forth in Section 8 of
the  Note  Agreement  dated  as of June [  ], 2001 ("Note Agreement").  Interest
will  be  computed on the basis of a 360-day year of twelve 30-day months.  This
Note  is an unsecured obligation of the Company subordinated in right of payment
to  the  extent  of the principal amount (and premium, if any), and interest on,
all senior indebtedness (however defined in any debt instrument) of the Company,
outstanding  at  any time during the term of the Note.  This Note initially will
be  convertible  into  Company  common stock, $.001 par value per share ("Common
Stock"),  at  the  conversion  price  of  $_____________  per  share.

     The  interest  so payable, and punctually paid or duly provided for, on any
interest  payment  date  will  be  paid to the person in whose name this Note is
registered.  Payment  of the principal and interest on this Note will be made at
the  offices  or agencies of the Company maintained for that purpose in Houston,
Texas,  and  at  any  other  office or agency maintained by the Company for such
purpose, in such coin or currency of the United States of America as at the time
of  payment  is  legal tender for payment of public and private debts; provided,
however,  that  at  the option of the Company payment of interest may be made by
check mailed to the address of the person entitled thereto as such address shall
appear  in  the Note register.  This Note may be prepaid in whole or in part, at
any  time  and  from  time  to  time,  without  premium  or  penalty.

                                      A - 10
Note Agreement                                                        Schedule A

<PAGE>
     It  is  the  intention  of  the  Maker and the Payee to conform strictly to
applicable usury laws.  Accordingly, notwithstanding anything to the contrary in
this  Note  or  any  other  agreement entered into in connection herewith, it is
agreed  as  follows:  (i)  the  aggregate  of all interest and any other charges
constituting  interest  under  applicable  law and contracted for, chargeable or
receivable  under  this  Note or otherwise in connection herewith shall under no
circumstances  exceed  the  maximum amount of interest permitted by law, and any
excess shall be deemed a mistake and cancelled automatically and, if theretofore
paid,  shall, at the option of the holder of this Note, be refunded to the Maker
or credited on the principal amount of this Note; and (ii) in the event that the
entire  unpaid balance of this Note is declared due and payable by the holder of
this  Note,  then earned interest may never include more than the maximum amount
permitted  by  law,  and  any unearned interest shall be cancelled automatically
and,  if  theretofore  paid,  shall,  at  the option of the holder of this Note,
either  be  refunded  to  the  Maker or credited on the principal amount of this
Note.

     This Note is of a duly authorized issue of Notes of the Company (which term
includes  any  successor corporation under the Note Agreement) designated as its
10% Convertible Subordinated Unsecured Notes due June [  ], 2004, (the "Notes"),
issued pursuant to the Note Agreement, between the Company and the purchasers of
the  Notes.  The  terms of this Note include those stated in the Note Agreement.
Reference is hereby made to the Note Agreement and all supplements thereto for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder  of  the  Company, and the holders of the Notes and of the terms upon
which  the  Notes  are,  and  are  to  be,  and  delivered.

     If  an Event of Default shall occur and be continuing, the principal of all
the  Notes  may  be  declared  due and payable in the manner and with the effect
provided  in  the  Note  Agreement.

     The  indebtedness  evidenced by the Notes is, to the extent provided in the
Note  Agreement, subordinate and junior in right of payment to the prior payment
in  full of all senior indebtedness.  Each holder of this Note, by accepting the
same,  agrees  to  and  shall be bound by such provisions of the Note Agreement.

     No  reference herein to the Note Agreement and no provision of this Note or
of the Note Agreement shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and interest on this Note
at  the  times, places and rate, and in the coin or currency, herein prescribed.

     As  provided  in  the  Note  Agreement  and  subject to certain limitations
therein  set  forth,  the  transfer  of  this  Note  is  registrable in the Note
register, upon surrender of this Note or registration of transfer at the offices
or agencies of the Company in Houston, Texas duly endorsed by, the holder hereof
or his attorney duly authorized in writing, and thereupon one or more new Notes,
of authorized denominations and for the same aggregate principal amount, will be
issued  to  the  designated  transferee  or  transferees.

                                      A - 11
Note Agreement                                                        Schedule A

<PAGE>
     Prior  to  due  presentment  of this Note for registration of transfer, the
Company,  and  any  agent of the Company may treat the person in whose name this
Note  is  registered  as  the owner hereof for all purposes, whether or not this
Note be overdue, and neither the Company nor any such agent shall be affected by
notice  to  the  contrary.

     All  terms  used in this Note which are defined in the Note Agreement shall
have  the  meanings  assigned  to  them in the Note Agreement.  The Company will
furnish  to any Note holder of record upon written request without charge a copy
of  the  Note Agreement.  Requests may be made to the Company at 50 Briar Hollow
Lane,  Suite  515W,  Houston, Texas 77027 (which address shall be subject to the
change  of  address  provisions  of  the  Note  Agreement).

     IN  WITNESS  WHEREOF,  Rockport  Healthcare  Group,  Inc.  has  caused this
instrument  to  be  executed  in  its  corporate  name.

Dated:  ____________________
                                         ROCKPORT  HEALTHCARE  GROUP,  INC.


                                         ____________________________________
                                         Harry M. Neer, President and CEO


<PAGE>