EXHIBIT 10.6

                              ENGAGEMENT AGREEMENT

This  Agreement defines the arrangement by which Rockport Healthcare Group, Inc.
("Company")  will  retain  attorney,  John  K.  Baldwin ("Attorney"), to perform
various  legal  services.

A.   It  is  not  considered  feasible  or cost effective by Company to employ a
     General  Counsel  in  the  immediate  future, though it does retain outside
     counsel  to  provide  advice  concerning  general  corporate  matters. This
     Agreement  is  intended  to provide immediately available and knowledgeable
     legal counsel to Company in the absence of a General Counsel. Attorney will
     function  on  a  part-time  basis, as reasonably requested by Company to be
     available  for  the  performance  of  various legal services, including the
     following:

     -    Review and make recommendations concerning transactions, contracts and
          commitments  from  a  legal  perspective  to  protect interests of the
          Company.

     -    Participate  in negotiations of business transactions and settlements.

     -    Review  various  internal  and miscellaneous issues involving Company,
          which  might  have  legal  implications.

     -    Review  the  work  and  billing  of outside law firms used by Company.

B.   As  someone  familiar  with the history, operations, staff and personnel of
     Company,  Attorney  is  expected to save the extra time and related expense
     that  would  otherwise  be  involved  in  the  use  of outside counsel less
     knowledgeable  concerning  the  Company.

C.   This  agreement  shall  have a term of one year and automatically renew for
     one  year  periods  thereafter,  unless  either party should indicate their
     intention to terminate this agreement within sixty days prior to the end of
     any  annual period. Should Attorney fail to perform services hereunder in a
     professional  manner,  or  should  he fail to reasonably respond to Company
     requests  for  particular services, Company may terminate this agreement at
     any  time  upon  notice  to  Attorney.

D.   In  consideration  of legal services to be performed, Company agrees to pay
     Attorney  a  fee  of  $250.00  per  hour, with a minimum guaranteed monthly
     retainer  of  $5,000.00  per  month.

E.   Any  expenses  incurred  in  the performance of services hereunder shall be
     reimbursed  to  Attorney  upon  presentation  of  appropriate  invoices and
     receipts.  It  is  expected  that  Attorney  can provide services hereunder

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     routinely from his California location. Attorney is also prepared from time
     to  time  to  travel  to  Company offices in Texas, or elsewhere, as may be
     reasonably  requested  by  Company.

F.   Company  acknowledges  that  Attorney  cannot  and  does  not guarantee the
     outcome  of any litigation, business transaction or settlement with respect
     to  which  he  may  provide  services  hereunder.

G.   This  agreement  contains  all  the  terms  and  conditions  regarding
     representation  of  the  Company  by  Attorney  and  may only be amended by
     written  instrument  executed  by  both  parties.

ACCEPTED  AND  AGREED  to  this  ___  day  of  _________,  2001

ROCKPORT  HEALTHCARE  GROUP,  INC.

By:
   ------------------------
   President


---------------------------
JOHN  K.  BALDWIN


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