EXHIBIT 10.1

                              EMPLOYMENT  AGREEMENT


         This  Agreement  made  and entered into as of the 1st day of September,
2000, 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,
WILLIAM  W. WOLLENBERG, having an address at 290 Candletree Circle, Monument, CO
80132("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
OF  NATIONAL  MARKETING  AND  SALES  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 -
National Marketing and Sales 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  January 1, 2001 and ending on December 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.

         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  Fifty Thousand Dollars ($150,000.00) per annum, payable in installments
in  accordance  with  the  usual  practice  of  the  Employer.

                  (b)  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.


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                  (c)  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).

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

                  (e)  Employee shall  be  entitled  to  receive  commissions on
those paid revenues generated from its healthcare provider networks for workers'
compensation  and  Accident and Health programs, which are derived from sales to
customers  contracted  as  a direct and primary result of Employee's efforts, as
follows:

                    (i)  Five  per  cent  (5%)  of paid revenues up to the first
                    $150,000  of  monthly  revenue; and Two per cent (2%) on all
                    additional  paid  revenue  for  the  month,  with  a minimum
                    guaranteed commission of Seven Thousand Five Hundred Dollars
                    ($7,500)  per  month.

                    (ii)  Payment  of  any  commissions  due  in addition to the
                    guaranteed  minimum  shall be calculated and paid by the end
                    of  the month following the month in which paid revenues are
                    received  by  Employer.

     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.


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                  (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
Employer.  "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,  Company's  failure  to  accomplish  any  quarterly  sales objectives
established  by  the  Board of Directors for the occupational injury and illness
Preferred  Provider  Organization  business  of  Company.

                  (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)
hereof  only,  Employer  will  provide  Employee with severance pay in an amount
equal  to  one and one-half (150%) of 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 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.


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          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.


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         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.


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


                                             ROCKPORT  HEALTHCARE GROUP, INC.:



                                             By:
                                                 -----------------------------
                                                 John K. Baldwin, Chairman

                                             WILLIAM  W.  WOLLENBERG:



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


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