EXHIBIT 10.5

                              CONSULTING AGREEMENT
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     This  Consulting  Agreement ("Agreement") dated effective April 1, 2001, by
and between ROCKPORT HEALTHCARE GROUP, INC., a Delaware corporation ("Company"),
and  JOHN  K.  BALDWIN, a California resident ("Consultant"), evidences that, in
consideration  of  the  mutual  covenants  and  agreements contained herein, the
Company  hereby engages Consultant and Consultant hereby accepts such engagement
and  agrees  to  perform  the  services  specified  herein  upon  the  terms and
conditions  set  forth  in  this  Agreement.

     1.     Duties and Responsibilities.  Consultant will act as a consultant to
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the  management  of  the  Company  and  in  such  capacity  will perform various
management services, as requested by the Company, including, without limitation,
consultation  concerning  strategic planning, client relations, and marketing as
well  as  operations  audits. Consultant shall make himself reasonably available
for  the  performance  of  any  such services, with the understanding that he is
engaged  in other part-time businesses and investment activities. These services
may  be  routinely  performed at Consultant's residence or elsewhere in Southern
California  and  from  time to time at Company's Houston office, or elsewhere as
directed  by  Company.

     2.     Terms of Agreement. The term of the Agreement ("Term") shall be from
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the  effective  date  hereof  through  March 31, 2002. It shall be automatically
renewed  thereafter  for  one  year periods unless either party shall provide at
least  thirty  (30) days advance written notice to the other of the intention to
terminate  at  the  end  of  any  annual  period.

     3.     Compensation.  In  consideration for these services Consultant shall
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receive  a consulting fee equal in amount to a two percent (2%) overwrite on the
gross  sales  of  Company  and  its  subsidiaries  during  the  Term.

     4.     Early  Termination.  This  Agreement  shall  terminate  prior to the
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expiration  of  the  Term  hereof  upon  the occurrence of any of the following:

          (a)  Upon  written  notice  to  the  Company  from  the  Consultant.

          (b)  The  death  of  the  Consultant.

          (c)  With  cause,  upon  written  notice  to  the  Consultant from the
               Company;  provided  that,  for  purposes  of  this Agreement, the
               following  shall  constitute  "cause"  (i)  the  failure  of  the
               Consultant  to  observe  or satisfactorily perform his duties and
               responsibilities  hereunder  or other violations of the terms and
               provisions  of  this  Agreement;  (ii)  dishonesty,  fraud  or
               disloyalty  of the Consultant in matters affecting the consulting
               relationship; (iii) negligence or misconduct by Consultant in the
               performance  of  his  services  hereunder;  or  (vi) Consultant's
               breach  of  any  other  written  agreement  between  Company  and
               Consultant.


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     In  the  event  of  termination of the Term for cause, the Company shall no
longer be obligated to make any payment of any kind whatsoever to the Consultant
except  for  consulting  fees and reimbursable out-of-pocket expenses accrued to
the  date  of termination but not yet paid, which fees and reimbursable expenses
shall  be  paid,  subject  to the right of the offset described below, upon such
termination  or  as  soon  thereafter  as  is  practicable.  In  the  event  of
termination  of  the  Term for any reason except for cause, the Company shall be
obligated  to pay to Consultant the balance of consulting fees for the remainder
of  the  term of this Agreement.  Upon any such termination the Consultant shall
pay  the  Company,  any amount or amounts owed by the Consultant to the Company,
and  the  Company  shall  be  entitled to offset against any amounts owed to the
Consultant  to  the Company without prejudice to any other rights or remedies of
the  Company  available  at  law  or  in  equity.

     5.     Confidentiality  of  Information.  The  Consultant  recognizes  and
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acknowledges that he will have access to certain confidential information of the
Company  ("Information") and that such Information constitutes valuable, special
and  unique  assets  of  the  Company.  Consultant  will  cause  the Information
obtained  by him to be treated as strictly confidential.  Consultant agrees that
he  will  not  use  or  knowingly permit others to use any such Information in a
manner detrimental to the Company, and will not disclose any such Information to
any  person,  firm,  corporation,  association or other entity for any reason or
purpose  whatsoever, except to authorized representatives of the Company or upon
the  written consent of the president of the Company or to a governmental agency
pursuant  to  a  valid  subpoena  or  other  order  or  pursuant  to  applicable
governmental  regulations,  rules  or statutes.  For purposes hereof, authorized
representatives of the Company shall be directors and officers of the Company to
which  such  Information  is  furnished  in  the normal course of business under
established  policies  approved  by  the Company.  The Consultant further agrees
that,  upon  termination of this Agreement, he will not take with him or retain,
or  disclose  to  others without written authorization from the president of the
Company,  any  papers,  specifications,  processes,  techniques,  files or other
documents  or copies thereof, data or other confidential information of any kind
belonging  to  the  Company.

     6.     Enforcement.  The  Consultant  acknowledges that the rights reserved
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to  the  Company under Section 5 hereof are necessarily of a special, unique and
extraordinary  nature  and  that  the  loss  arising from a breach or threatened
breach  thereof cannot reasonably and adequately be compensated by money damages
and  will  cause the Company to suffer irreparable harm and that a remedy at law
for  any  breach thereof will be inadequate.  Accordingly, the Consultant hereby
agrees  that  the Company shall be entitled to injunctive or other extraordinary
relief in case of any such breach or threatened breach, which shall, however, in
no  way  limit  any  other  rights, including the recovery of damages, which the
Company  may  have  under  the  terms  of  this  Agreement.

     7.     Notices.  Any  notice  required  or permitted to be given under this
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Agreement  shall  be  sufficient  if  in  writing  and  if sent by registered or
certified  mail to the parties at the addresses indicated below their signatures
on the signature page of this Agreement or to such other address as either party
shall  hereafter  designate  by  written  notice  to  the  other.

     8.     Assignment.  The  Consultant  may not assign his rights or oblations
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hereunder.


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     9.     Binding  Effect.  This  Agreement  shall inure to the benefit of and
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shall  be  binding  upon  the Company and its successors and assigns (by merger,
consolidation  and  otherwise)  and  upon  the  Consultant  and  his  personal
representatives and heirs.  The provisions of Sections 5 and 6 shall survive any
termination  of  this  Agreement.

     10.     Prior  Agreements  Superseded.  This Agreement constitutes the sole
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and  only  agreement  of the parties hereto concerning the within subject matter
and  supersedes  any  prior understandings or written or oral agreements between
the  parties  respecting  the  within  subject  matter.

     11.     Waiver.  No  failure  to  insist  upon  strict  compliance with any
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provision  hereof  shall  be  deemed  a  waiver  of  such provision or any other
provision hereof. No failure to exercise and no delay in exercising, on the part
of  the  Company,  any  right,  power  or privilege hereunder shall operate as a
waiver  thereof; nor shall any single or partial exercise of any right, power or
privilege  hereunder  preclude  any  other  or  further  exercise thereof or the
exercise of any other right, power or privilege.  The rights and remedies herein
provided  are cumulative and not exclusive of any rights or remedies provided by
law  or  in  any  other  agreement.

     12.     Captions.  The  captions  used in the Agreement are for convenience
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only  and  are  not  to  be  construed  in  interpreting  this  Agreement.

     13.     Counterparts.  This Agreement may be signed and delivered in two or
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more  counterparts,  each  of which shall be deemed an original and all of which
together  will  constitute  one  and  the  same  instrument.

     14.     Amendment.  This  Agreement  may  be  amended  only  by  a  written
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instrument  signed  by  each  party  hereto.

     15.     Gender  and  Number.  Whenever  required by the context, as used in
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this  Agreement  the  singular  number  includes  the  plural  and the masculine
includes  the  feminine  or  the  neuter.

     16.     GOVERNING  LAW.  THIS  AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
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IN  ACCORDANCE  WITH  THE  LAWS OF THE STATE OF TEXAS.  EACH PARTY HERETO HEREBY
SUBMITS  TO THE JURISDICTION OF THE COURTS OF THE STATE OF TEXAS AND THE FEDERAL
COURTS  IN  AND FOR THE SOUTHERN DISTRICT OF TEXAS IN CONNECTION WITH ANY MATTER
RELATING  TO  THIS  AGREEMENT  AND  ANY  OTHER  DOCUMENT  EXECUTED IN CONNECTION
HEREWITH.

     17.     Severability.  If  any  provision  of  this  Agreement,  or  the
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application  thereof  to any person or circumstance, is for any reason or to any
extent,  invalid  or  unenforceable,  the  remainder  of  the  Agreement and the
application of such provision to the other persons or circumstances shall not be
affected  thereby, but rather is to be enforced to the greatest extent permitted
by  law.


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     18.     Dispute  Resolution.  ALL  DISPUTES  BETWEEN  CONSULTANT  AND  WITH
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RESPECT  TO  ANY PROVISON OF THIS AGREEMENT OR THE RIGHTS AND OBLIGATIONS OF THE
COMPANY  AND HEREUNDER (OTHER THAN DISPUTES INVOLVING ALLEGATIONS OF INTENTIONAL
FRAUD),  WHICH  CANNOT  BE  RESOLVED  BY  MUTUAL  AGREEMENT, WILL BE RESOLVED BY
BINDING  ARBITRATION  IN  ACCORDANCE  WITH THE RULES OF THE AMERICAN ARBITRATION
ASSOCIATION IN HARRIS COUNTY, TEXAS OR BY ANY OTHER MEANS OF ALTERNATIVE DISPUTE
RESOLUTION  MUTUALLY  AGREED  UPON  BY  THE  PARTIES.



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



                        COMPANY:          ROCKPORT  HEALTHCARE  GROUP,  INC.


                                              By:  __________________________
                                              Its:

                                              ADDRESS:

                                              50 Briar Hollow Lane, #515W
                                              Houston,  Texas  77027

                        CONSULTANT:       JOHN  K.  BALDWIN


                                            _________________________________

                                              ADDRESS:

                                              901  Highland  Ave.
                                              Del  Mar,  California  92014


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