EXHIBIT 4.5

                         ROCKPORT HEALTHCARE GROUP, INC.
                          2000 LONG-TERM INCENTIVE PLAN
                         (Established December 7, 2000)

                                   ARTICLE 1.

                               GENERAL PROVISIONS

1.1  PURPOSE.

     The  purposes  of  the  Rockport  Healthcare  Group,  Inc.  2000  LONG-TERM
INCENTIVE  PLAN  (the  "Plan")  are  to  advance  the  best interest of Rockport
Healthcare  Group, Inc. (the "Company") and any subsidiary or other Affiliate of
the  Company  (as  hereinafter  defined)  and  to  attract,  retain and motivate
directors,  employees  and  persons affiliated with the Company and provide such
persons with additional incentive to further the business, promote the long-term
financial  success  and  increase shareholder value of the Company by increasing
their proprietary interest in the success of the Company.  Pursuant to the Plan,
the  Company  may grant (i) non-qualified stock options and (ii) incentive stock
options  (collectively  herein  "Options").

     As used in the Plan, the following terms shall have the following meanings:

     Act  means  the  Securities  Act  of  1933,  as  amended.

     Affiliate  means any corporation, limited liability company, partnership or
other  entity,  including  Subsidiaries,  which is controlled by or under common
control  with  the  Company.

     Exchange  Act  means  the  Securities  Exchange  Act  of  1934, as amended.

     Incentive  Stock  Options  ("ISO  Options")  means Options which qualify as
incentive  stock  options  within  the  meaning  of  Section 422 of the Internal
Revenue  Code of 1986, as amended (the "Code"), at the time they are granted and
which  are  either  designated  as  ISO  Options  in  the  Option Agreements (as
hereinafter  defined)  covering  such  Options  or  which  are designated as ISO
Options  by  the  Board  (as  hereinafter  defined)  at  the  time  of  grant.

     Non-Qualified  Stock  Options  ("Stock  Options") means all Options granted
under  the  Plan  other  than  ISO  Options.

     Subsidiary  means  any corporation (whether or not in existence at the time
the Plan is adopted) which, at the time an Option is granted, is a Subsidiary of
the  Company under the definition of subsidiary corporation contained in Section
424(f)  of  the  Code  or  any  similar  provision  hereafter  enacted.


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1.2  ADMINISTRATION  OF  THE  PLAN.

     The  Plan  shall be administered by the Board of Directors (the "Board") of
the Company.  The Board may designate and appoint a committee (the "Compensation
Committee")  which  shall  be (i) constituted so as to permit the Plan to comply
with  Rule  16b-3  of  the  Exchange  Act and (ii) constituted solely of outside
directors,  within the meaning of Section 162(m) of the Code.  All references to
the Board shall also include the Committee, if one is appointed.  The members of
the  Committee  shall  serve  at  the  pleasure  of  the Board.  The Board shall
determine  from  time  to time those persons who are to be granted Stock Options
and  ISO Options, and the number of shares of common stock covered thereby.  The
Board  shall have the power where consistent with the general purpose and intent
of  the  Plan to (i) modify the requirements of the Plan to conform with the law
or  to  meet  special circumstances not anticipated or covered by the Plan, (ii)
establish policies and (iii) adopt rules and regulations and prescribe forms for
carrying  out the purposes and provisions of the Plan, including the form of any
stock  option agreements ("Stock Option Agreements").  Unless otherwise provided
in  the  Plan,  the Board shall have the authority to interpret and construe the
Plan  and  determine all questions arising under the Plan and any agreement made
pursuant  to the Plan. Any interpretation, decision or determination made by the
Board  shall  be  final,  binding and conclusive.  A majority of the Board shall
constitute  a  quorum  and  an act of the majority of the members present at any
meeting  at  which  a  quorum  is  present  shall  be  the  act  of  the  Board.

1.3  STOCK  SUBJECT  TO  THE  PLAN.

     Shares  of  stock  ("Stock") covered by Stock Options and ISO Options shall
consist  of 1,000,000 shares of the common stock at $.001 par value per share of
the  Company.  Either  authorized  and unissued shares or treasury shares may be
delivered  pursuant  to the Plan.  Any Stock subject to an Option which expires,
or  is  otherwise terminated for any reason, without having been exercised shall
continue  to  be  available  for  the  grant  of  Options  under  the  Plan.

1.2  ELIGIBILITY.

     The  persons  who shall be eligible to receive grants of Options under this
Plan shall be the directors, employees and consultants of the Company and/or any
Subsidiary  or  other  Affiliate.  Consultants  and  directors  who are not also
employees  of  the  Company  or  a  Subsidiary  or other Affiliates shall not be
eligible to receive ISO Options.  A person who holds an Option is referred to as
a  participant  ("Participant").

1.3  DETERMINATION  OF  FAIR  MARKET  VALUE.

     As  used  in the Plan, "fair market value" shall mean on any particular day
(i)  if  the  Stock is listed or admitted for trading on any national securities
exchange or the National Market System of the National Association of Securities
Dealers,  Inc.  Automated  Quotation  System, the last sale price, or if no sale
occurred,  the  mean  between  the closing high bid and low asked quotations for
such  date  of the Stock on the principal securities exchange on which shares of
Stock  are  listed,  (ii)  if the Stock is not traded on any national securities
exchange  but  is quoted on the National Association of Securities Dealers, Inc.
Automated Operations System, or any similar system of automated dissemination of
quotations or securities prices in common use, the mean between the closing high


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bid  and low asked quotations for such day of the Stock on such system, (iii) if
neither clause (i) nor (ii) is applicable, the mean between the high bid and low
asked  quotations  for  the  Stock  as reported by the National Quotation Bureau
Incorporated if at least two securities dealers have inserted both bid and asked
quotations  for  shares  of  the  Stock  on  at  least  five (5) of the ten (10)
preceding  days  or  (iv)  if none of the conditions set forth above is met, the
fair  market value of shares of Stock as determined by the Board.  Provided, for
purposes  of determining "fair market value" of the common stock of the Company,
such  value  shall  be determined without regard to any restriction other than a
restriction  which will never lapse.  In no event shall the fair market value of
the  Stock  be  less  than  its  par  value.

1.4  EFFECTIVE  DATE.

     The  Plan  shall be effective as of December 7, 2000 subject to approval by
the  holders  of  a  majority  of  the  common  stock  of the Company present or
represented  and  entitled  to vote at a meeting called for such purpose, within
twelve  (12) months before or after the Plan's adoption by the Board, but in any
event  no  later  than  December  6,  2001.

1.5  SECURITIES  LAW  REQUIREMENTS.

     (a)  Legality  of  Issuance.

          No  Stock  shall  be issued upon the exercise of any Option unless and
     until  the  Board  has determined that: (i) the Company and the Participant
     have  taken  all actions required to register the Stock under the Act or to
     perfect  an  exemption  from  registration  requirements  of the Act, or to
     determine  that  the  registration  requirements of the Act do not apply to
     such  exercise;  (ii)  any  applicable  listing  requirement  of  any stock
     exchange  on  which  the  Stock  is listed has been satisfied and (iii) any
     other  applicable  provision  of  state,  federal  or  foreign law has been
     satisfied.

     (b)  Restrictions  on  Transfer;  Representations  of Participant; Legends.

          Regardless  of  whether  the offering and sale of Stock under the Plan
     have  been  registered  under  the Act or have been registered or qualified
     under the securities laws of any state, the Company may impose restrictions
     and/or  prohibitions  upon the sale, pledge or other transfer of such Stock
     (including  the placement of appropriate legends on stock certificates) if,
     in  the  judgment  of the Company and its counsel, such restrictions and/or
     prohibitions  are  necessary  or  desirable  to achieve compliance with the
     provisions of the Act, the securities laws of any state or any other law or
     rule,  including  rules of accounting. If the offering and/or sale of Stock
     under  the  Plan is not registered under the Act and the Company determines
     that  the  registration  requirements  of the Act apply but an exemption is
     available  which  requires  an  investment  representation  or  other
     representation,  the  Participant  shall  be  required,  as  a condition to
     acquiring  such  Stock,  to represent that such Stock is being acquired for
     investment, and not with a view to the sale or distribution thereof, except
     in  compliance  with the Act, and to make such other representations as are
     deemed  necessary  or  appropriate  by  the  Company and its counsel. Stock
     certificates  evidencing  Stock  acquired  pursuant  to  an  unregistered
     transaction to which the Act applies shall bear a restrictive legend as may
     be  required  or  deemed  advisable under the Plan or the provisions of any
     applicable  law.


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     Any  determination by the Company and its counsel in connection with any of
the matters set forth in this Section 1.7 shall be conclusive and binding on all
persons.

1.6  PAYMENT  FOR  STOCK.

     Payment for shares of Stock purchased under this Plan shall be made in full
and  in  cash  or  check made payable to the Company.  However, the Board in its
discretion may allow payment for shares of Stock purchased under this Plan to be
made in common stock of the Company or a combination of cash and common stock of
the  Company.  Further,  the  Stock Option Agreement may provide for a "cashless
exercise"  of  Options  pursuant to procedures established by the Board.  In the
event  that  common  stock  of  the Company is utilized in consideration for the
purchase  of  Stock  upon the exercise of a Stock Option or an ISO Option, then,
such  common  stock  shall  be  valued  at the "fair market value" as defined in
Section  1.5  of  the  Plan.

1.7  INCURRENCE  OF  DISABILITY.

     A  Participant shall be deemed to have incurred a disability ("Disability")
if such Participant suffers a physical or mental condition which can be expected
to  result  in  death  or  which  has  lasted  or  can be expected to last for a
continuous  period of not less than 12 months as provided in Section 22(e)(3) of
the  Code.

1.8  STOCK  OPTIONS  AND  ISO  OPTIONS  GRANTED  SEPARATELY.

     Since  the  Board  is  authorized to grant Stock Options and ISO Options to
Participants, the grant thereof and Stock Option Agreement relating thereto will
be  made separately and totally independent of each other.  Except as it relates
to  the  total number of shares of Stock which may be issued under the Plan, the
grant  or  exercise  of any Stock Option shall in no manner affect the grant and
exercise  of  any  ISO  Options.  Similarly,  the  grant and exercise of any ISO
Option  shall  in  no  manner affect the grant and exercise of any Stock Option.
The  Board  shall take all appropriate steps at the time of the grant of Options
or  the  exercise  of Options, or both, consistent with such Options' status for
federal  income  tax purposes (including but not limited to, designating whether
such  Option  is  considered  a Stock Option or an ISO Option).  Notwithstanding
anything  to  the  contrary  contained  in this Plan, with respect to all or any
portion  of  any  Option  granted under the Plan not qualifying as an "incentive
stock  option" under Section 422 of the Code, such Option shall be considered as
a  Stock  Option  granted  under  this  Plan  for  all  purposes.

1.9  GRANTS  OF  OPTIONS  AND  STOCK  OPTION  AGREEMENT.

     Each  Stock  Option  and/or  ISO  Option  granted  under this Plan shall be
evidenced  by  a  written  Stock  Option  Agreement  (in  substantially the form
attached  hereto  as  Exhibits  "A"  and "B") effective on the date of grant and
executed  by  the  Company  and  the Participant.  Each Option granted hereunder
shall  contain  such  terms,  restrictions  and  conditions  as  the  Board  may
determine,  which  terms, restrictions and conditions may or may not be the same
in  each  case.


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1.10 NON-TRANSFERABILITY  OF  OPTIONS.

     Except  as  otherwise  herein  provided,  any  Option  granted shall not be
transferable  otherwise than by will or the laws of descent and distribution and
only  the Participant may exercise the Option during his lifetime.  Specifically
(but  without  limiting  the generality of the foregoing), the Option may not be
assigned, transferred (except as provided above), pledged or hypothecated in any
way,  shall  not  be  assignable by operation of law and shall not be subject to
execution,  attachment, or similar process.  Any attempted assignment, transfer,
pledge,  hypothecation  or  other  disposition  of  the  Option  contrary to the
provisions hereof shall be null and void and without effect.  After the death of
a  Participant,  the  Option  granted  to such Participant may be exercised once
vested  and  prior  to  its  termination  date  only  by  the  person or persons
(including the deceased Participant's estate) to whom the deceased Participant's
rights  under  such  Option shall have passed by will or the laws of descent and
distribution.

1.11 CHANGES  IN  EMPLOYMENT.

     So  long  as the Participant shall continue to be an employee or consultant
of the Company, any Option granted to him shall not be affected by any change of
duty  or  position.

1.12 STOCKHOLDER  RIGHTS.

     No  Participant  shall  have  a  right as a stockholder with respect to any
shares  of  Stock  subject  to an Option prior to the purchase of such shares of
Stock  by  exercise  of  the  Option.

                                   ARTICLE 2.

                            GRANTING OF STOCK OPTIONS

2.1  GENERAL  TERMS.

     (a)  Grants  and  Terms  of  Stock  Options.

          Stock Options shall be granted by the Board on the following terms and
     conditions:  no  Stock  Option shall be exercisable within 30 days from the
     date of grant (except as specifically provided in Subsection 2.1(c) hereof,
     with regard to the death or Disability of a Participant), nor more than ten
     (10)  years  after the date of grant. Subject to such limitation, the Board
     shall  have  the discretion to fix the period during which any Stock Option
     may  be  exercised  (the  "Option  Period")  and  no  Stock Option shall be
     exercisable  after  the  expiration of its Option Period. Each Stock Option
     shall  be  evidenced by a Stock Option Agreement (in substantially the same
     form  as  attached  hereto  as  Exhibits  "A"  and  "B")  in  such form and
     containing such provisions not inconsistent with the provisions of the Plan
     as  the  Board shall approve. Each Stock Option Agreement shall specify the
     effect  of termination of employment or consulting on the exercisability of
     Stock  Options.


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     (b)  Option  Price.

          The option price ("Option Price") for shares of Stock subject to Stock
     Options shall be determined by the Board, but in no event shall such Option
     Price be less than 75% of the fair market value of the Stock on the date of
     grant.

     (c)  Acceleration  of  Otherwise  Unexercisable  Stock  Options.

          All  Stock  Options  which  are  not  exercisable  as  of  the date of
     termination  of a Participant's employment or consulting shall expire as of
     such  date; provided however, the Board, in its sole discretion, may permit
     any Participant whose employment or consulting with the Company terminates,
     for  any  cause  whatsoever,  to  exercise,  at  any time, any or all Stock
     Options  previously  granted  to such Participant notwithstanding that such
     Stock  Options  have not yet vested, in whole or in part, as of the date of
     termination  of  such Participant's employment or consulting. However, such
     discretionary authority of the Board shall not be exercised with respect to
     any  Stock  Option  (or  portion  thereof) if the applicable 30 day waiting
     period  for  exercise  has not expired, except in the event of the death or
     Disability  of  the  Participant  when  the  personal representative of the
     Participant or the disabled Participant may, with the consent of the Board,
     exercise  such  Stock  Option  notwithstanding  that  the applicable 30 day
     waiting  period  has  not  yet  expired.

     (d)  Number  of  Stock  Options  Granted.

          The  Board shall determine the number of Stock Options which are to be
     granted  to  each Participant. In making such determinations, the Board may
     obtain  the  advice and recommendation of the officers of the Company which
     have  supervisory  authority  over each such Participant. The granting of a
     Stock  Option  under the Plan shall not affect any outstanding Stock Option
     previously  granted  to  a  Participant  under  the  Plan.

     (e)  Notice  to  Exercise  Stock  Option.

          Upon  exercise  of  a  Stock  Option, a Participant shall give written
     notice  to the Secretary of the Company, or other officer designated by the
     Board  at  the Company's principal office in Houston, Texas. No Stock shall
     be  issued  to  any Participant until the Company receives full payment for
     the  Stock  purchased,  if  applicable,  and any required state and federal
     withholding  taxes.

                                   ARTICLE 3.

                             GRANTING OF ISO OPTIONS

3.1  GENERAL.

     With  respect  to ISO Options granted on or after the effective date of the
Plan, the following provisions in this Article 3 shall apply to the exclusion of
any  inconsistent  provisions  in  any  other Article in this Plan since the ISO
Options to be granted under the Plan are intended to qualify as "incentive stock
options"  as  defined  in  Section  422  of  the  Code.


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3.2  GRANT  OF  ISO  OPTIONS.

     ISO  Options may be granted only to employees of the Company and any of its
Subsidiaries.  No ISO Options shall be granted to any person who is not eligible
to  receive  incentive stock options as provided in Section 422 of the Code.  No
ISO Options shall be granted to any employee if, immediately before the grant of
an  ISO  Option,  such  employee owns more than 10% of the total combined voting
power  of all classes of stock of the Company or its Subsidiaries (as determined
in  accordance  with  the stock attribution rules contained in Section 425(d) of
the  Code).  Provided, the preceding sentence shall not apply if at the time the
ISO Option is granted, the ISO Price is at least 110 percent of the "fair market
value"  of the Stock subject to the ISO Option, and such ISO Option by its terms
is  not  exercisable  after  the expiration of five years from the date such ISO
Option  is  granted.

     (a)  ISO  Option  Price.

          The  option  price  for shares of Stock subject to an ISO Option ("ISO
     Price")  shall  be  determined by the Board, but in no event shall such ISO
     Price be less than the fair market value of the Stock on the date of grant.

     (b)  Annual  ISO  Option  Limitation.

          The  aggregate  "fair market value" (determined as of the time the ISO
     Option  is  granted)  of  the  Stock  with respect to which ISO Options are
     exercisable  for the first time by any Participant during any calendar year
     (under  all  "incentive  stock option" plans qualified under Section 422 of
     the  Code  sponsored  by  the  Company)  shall  not  exceed  $100,000.00.

     (c)  Terms  of  ISO  Options.

          ISO Options shall be granted on the following terms and conditions: no
     ISO  Option  shall  be  exercisable  within  30 days from the date of grant
     (except as specifically provided in Subsection 3.2(d) hereof with regard to
     the  Disability  or  death  of a Participant), nor more than ten (10) years
     after  the  date  of  grant. The Board shall have the discretion to fix the
     period  during which any ISO Option may be exercised (the "ISO Period") and
     no  ISO Option shall be exercisable after the expiration of its ISO Period.
     ISO  Options  shall  be  exercisable by the Participant only while actively
     employed  by the Company, except that upon termination of any Participant's
     employment  for any reason other than death or Disability, such Participant
     may  exercise  within  three  months  after the date of termination of such
     Participant's  employment any ISO Option which is otherwise exercisable. If
     termination  of  employment  results  from  the  Participant's  death  or
     Disability,  then  the  personal  representative  of the Participant or the
     Participant's  legal representative in the event of the Participant's legal
     disability,  may  exercise  within six months following death or Disability
     any  ISO  Option  which  is  otherwise  exercisable  as  of the date of the
     Participant's  death or Disability. Each ISO Option shall be evidenced by a
     Stock  Option  Agreement  (in  substantially  the  form  attached hereto as
     Exhibit  "B")  in such form and containing such provisions not inconsistent
     with  the  provisions  of  the  Plan  as the Board shall approve, including
     provisions  to  qualify  an  ISO  Option  under  Section  422  of the Code.


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     (d)  Acceleration  of  Otherwise  Unexercisable  ISO  Option.

          All  ISO  Options  which  are  not  exercisable  as  of  the  date  of
     termination  of  a  Participant's employment, shall expire as of such date;
     provided  however,  the  Board,  in  its  sole  discretion,  may permit any
     Participant  whose  employment  with  the Company terminates, for any cause
     whatsoever,  to exercise, at any time within the ISO Period, any or all ISO
     Options  previously  granted  to such Participant notwithstanding that such
     ISO Options have not yet vested, in whole or in part, as of the date of the
     termination  of  such  Participant's  employment.  However,  that  such
     discretionary authority of the Board shall not be exercised with respect to
     any  ISO  Options  (or  portion  thereof)  if the applicable 30 day waiting
     period  has  not expired, except in the event of the death or Disability of
     the Participant, when the personal representative of the Participant or the
     disabled  Participant may, with the consent of the Board, exercise such ISO
     Options notwithstanding that the 30 day waiting period has not yet expired.



     (e)  Number  of  ISO  Options  Granted.

          Subject to the applicable limitations contained in the Plan, the Board
     shall  determine  the number of ISO Options which are to be granted to each
     Participant. In making such determinations, the Board may obtain the advice
     and  recommendation  of the officers of the Company. The granting of an ISO
     Option  under  the  Plan  shall  not  affect  any  outstanding  ISO  Option
     previously  granted  to  a  Participant  under  the  Plan.

     (f)  Notice  to  Exercise  ISO  Option.

          Upon  exercise  of  an  ISO  Option,  a Participant shall give written
     notice  to the Secretary of the Company, or other officer designated by the
     Board  at  the Company's principal office in Houston, Texas. No Stock shall
     be  issued  to  any Participant until the Company receives full payment for
     the  Stock  purchased and any required state and federal withholding taxes.


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                                   ARTICLE 4.

                   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

     The aggregate number of shares of Stock under Stock Options and ISO Options
granted  under the Plan, the Option Price and the ISO Price and the total number
of  shares  of  Stock which may be purchased by a Participant upon exercise of a
Stock  Option  or  an  ISO  Option  shall  be  adjusted  by the Board to reflect
approximately  any  recapitalization,  stock  split,  merger,  consolidation,
reorganization,  combination, liquidation, stock dividend or similar transaction
involving  the  Company.  The grant of an Option of the Plan shall not affect in
any way the right or power of the Company to make adjustments, reclassifications
or  changes  in  its  capital  or  business structures or to merge, consolidate,
dissolve  or liquidate or to sell or transfer all or any part of its business or
assets.

                                   ARTICLE 5.

                               CHANGE OF CONTROL.

     (a)  Effect  of  Change  of  Control.

          In  the  event  of  a  Change  of  Control as hereinafter defined, all
     outstanding  Options  shall immediately vest and become exercisable. In the
     event of a Change of Control, the Board in its discretion may act to effect
     one  or  more  of  the  following  alternatives with respect to outstanding
     Options,  which  may  vary among individual Participants and which may vary
     among  Options  held by any individual Participant: (i) determine a limited
     period  of  time on or before a specified date (before or after such Change
     of  Control)  after  which  specified  date all unexercised Options and all
     rights  of  Participants  thereunder  shall  terminate,  (ii)  require  the
     mandatory  surrender to the Company by selected Participants of some or all
     of  the  outstanding  Options  held  by  such Participants (irrespective of
     whether such Options are then exercisable under the provisions of the Plan)
     as  of  a  date,  before  or after such Change of Control, specified by the
     Board, in which event the Board shall thereupon cancel such Options and the
     Company  shall pay to each Participant an amount of cash per share equal to
     the excess, if any, of the Change of Control value of the shares subject to
     such  Option over the exercise price(s) under such Options for such shares,
     (iii)  make such adjustments to Options then outstanding as the Board deems
     appropriate  to  reflect such Change of Control (provided however, that the
     Board  may determine in its sole discretion that no adjustment is necessary
     to  Options  then  outstanding)  or  (iv) provided that thereafter upon any
     exercise of an Option theretofore granted the Participant shall be entitled
     to  purchase  under  such  Option, in lieu of the number of shares of Stock
     then  covered  by  such  Option  the number and class of shares of stock or
     other  securities or property (including without limitation, cash) to which
     the  Participant  would  have  been  entitled  pursuant to the terms of the
     agreement  of  merger,  consolidation or sale of assets and dissolution if,
     immediately  prior  to  such  merger,  consolidation  or sale of assets and
     dissolution  the  Participant  has  been  the  Participant of record of the
     number  of  shares  of  Stock  then  covered by such Option. The provisions
     contained  in  this  paragraph  shall  not  terminate  any  rights  of  the
     Participant  to  further  payments pursuant to any other agreement with the
     Company  following  a  Change  of  Control.


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     (b)  Change  of  Control  Defined.

          For  purposes  of  this  Agreement,  Change  of  Control  means  the
     occurrence,  following  successful  completion  of  the  Company's  IPO (as
     defined  below),  or any of the following events: (i) the Company shall not
     be  the  surviving  entity  in  any  merger,  consolidation  or  other
     reorganization  (or survives only as a subsidiary of an entity other than a
     previously wholly-owned subsidiary of the Company), (ii) the Company sells,
     leases  or  exchanges  all  or substantially all of its assets to any other
     person  or  entity  (other  than a wholly-owned subsidiary of the Company),
     (iii)  the  Company  is  to be dissolved and liquidated, (iv) any person or
     entity,  including  a  group  as  contemplated  by  Section 13(d)(3) of the
     Exchange  Act,  acquires  or  gains ownership or control (including without
     limitation,  power  to  vote) of more than 50% of the outstanding shares of
     the  Company's voting stock (based upon voting power) or (v) as a result of
     or  in  connection  with a contested election of directors, the persons who
     were  directors  of  the  Company before such election, together with their
     nominees,  shall  cease to constitute a majority of the Board. The term IPO
     ("IPO")  means  the  first  underwritten  public  offering of the Company's
     common  stock  other  than  any  offering  pursuant  to  any  registration
     statement;  (i)  relating  to  any capital stock of the Company or options,
     warrants  or other rights to acquire any such capital stock issued or to be
     issued  primarily to directors, officers or employees of the Company or any
     of  its subsidiaries (ii) relating to any employee benefit plan or interest
     therein,  (iii)  relating  principally  to  any  preferred  stock  or  debt
     securities of the Company or (iv) filed pursuant to Rule 145 under the Act,
     as  amended,  or  any  successor  or  similar  provisions.



                                   ARTICLE 6.

                     AMENDMENT AND TERMINATION OF THE PLAN.

     The Plan shall terminate at midnight, December 31, 2010, but prior thereto,
may  be  altered,  changed, modified, amended or terminated by written amendment
approved  by  the Board.  Provided, that no action of the Board may, without the
approval  of  the  stockholders;  (i) increase the aggregate number of shares of
Stock  which  may  be purchased under Stock Options or ISO Options granted under
the Plan or (ii) withdraw the administration of the Plan from the Board.  Except
as  provided in this Article 6, no amendment, modification or termination of the
Plan  shall  in  any  manner  adversely  affect  any  Stock Option or ISO Option
previously  granted  under  the  Plan  without  the  consent  of  the  affected
Participant.


                                       10
<PAGE>
                                   ARTICLE 7.

                                  MISCELLANEOUS

7.1  NO  RIGHT  TO  A  GRANT.

     Neither the adoption of the Plan by the Company nor any action of the Board
or  the  Committee shall be deemed to give a Participant any right to be granted
an  Option  or any of the rights hereunder except as may be evidenced by a Stock
Option  Agreement.

7.2  NO  EMPLOYMENT  RIGHTS  CONFERRED.

     Nothing  in the Plan or in any Stock Option  Agreement which relates to the
Plan shall confer upon any Participant any right to continue in the employ as an
employee or consultant of the Company, or interfere in any way with the right of
the  Company  to terminate his employment or consulting arrangement at any time.

7.3  GOVERNING  LAW.

     This  Plan  shall  be construed in accordance with the laws of the State of
Texas.


                                       11
<PAGE>
                                    EXHIBIT A

                         ROCKPORT HEALTHCARE GROUP, INC.
                        INCENTIVE STOCK OPTION AGREEMENT



     THIS  AGREEMENT  made  effective  as  of  [________________, 2000], between
ROCKPORT  HEALTHCARE  GROUP,  INC.,  a Delaware corporation (the "Company"), and
___________________  (the  "Option  Holder")  relating  to an option to purchase
shares  of  the  Company's  common  stock,  par  value  $.001 per share ("Common
Stock").

     1.     Grant  of  Option.  Subject  to  the  terms  and  conditions of this
            -----------------
Agreement  and  the  Company's  2000 Stock Option Plan (the "Plan"), the Company
hereby  grants  to  the Option Holder effective as of [                   ,2000]
(the "Grant Date") an option (the "Option") to purchase [               ] shares
of Common Stock.  The Option shall be exercisable, in whole or in part as to any
vested  portion thereof, at an exercise price of $[     ] per share (the "Option
Price").  The  Option shall be exercisable in increments ratably as set forth in
Exhibit A hereto (the "Vesting Schedule") determined by the number of full years
of  employment  with the Company from the date of grant to the date of exercise.
Notwithstanding anything in this Agreement to the contrary, the Vesting Schedule
is  subject  to  Section  4  herein  and  the  Board  of  Directors, in its sole
discretion,  may  waive  the  Vesting  Schedule  and, upon written notice to the
Option Holder, accelerate the earliest date or dates in which any of the Options
granted  hereunder  are  exercisable.  This  Agreement  and  the purchase of the
shares  of  Common  Stock  hereunder  is  intended  and should be interpreted to
qualify  as an Incentive Stock Option as that term is used in Section 422 of the
Internal  Revenue  Code  of  1986,  as  it may be amended from time to time (the
"Internal  Revenue  Code"),  and  any  provisions  of  this Agreement are hereby
amended  in their entirety to any extent necessary to permit all Stock purchased
hereunder  to  qualify  for  treatment as such under Section 422 of the Internal
Revenue  Code.

     2.     Method  for Exercising the Option.  The vested portion of the Option
            ---------------------------------
may  be  exercised  in  whole  or  in part only by delivery in person or through
certified  or registered mail to the Company at its principal office in Houston,
Texas  (attention:  Corporate Secretary) of written notice specifying the Option
that is being exercised and the number of shares of Common Stock with respect to
which  the Option is being exercised.  The notice must be accompanied by payment
of  the  total  Option  Price.

     The  total Option Price for the Common Stock to be acquired pursuant to the
Option  shall be paid in full by any of the following methods or any combination
of  the  following  methods:

          (a) In cash or by certified or cashier's check payable to the order of
          Rockport  Healthcare  Group,  Inc.;


                                       12
<PAGE>
               (b)  The delivery to the Company of certificates representing the
          number  of shares of Common Stock then owned by the Option Holder, the
          Designated  Value  (defined below) of which equals the Option Price of
          the  Common  Stock purchased pursuant to the Option, properly endorsed
          for  transfer  to the Company; provided however, that no Option may be
          exercised  by  delivery  to  the  Company of certificates representing
          Common  Stock,  unless  such  Common Stock has been held by the Option
          Holder  for more than six months. (For purposes of this Agreement, the
          Designated Value of any shares of Common Stock delivered in payment of
          the  Option  Price upon exercise of the Option shall be the Designated
          Value  as of the exercise date, and the exercise date shall be the day
          of  delivery  of the certificates for the Common Stock used as payment
          of  the  Option  Price);

          (c)  By  delivery  to  the  Company  of  a properly executed notice of
          exercise together with irrevocable instructions to a broker to deliver
          promptly to the Company, in payment of the Option Price, the amount of
          the cash proceeds of the sale of shares of Common Stock or a loan from
          the  broker  to the Option Holder sufficient, in each case, to pay the
          Option  Price,  and in a form satisfactory to the Corporate Secretary;
          or

          (d)  By  delivery  to  the  Company  of  sufficient  Options, properly
          endorsed for transfer to the Company, having a value sufficient to pay
          the  Option  Price  with  respect  to the other Options that are to be
          exercised  under  this  Agreement.  The  value  of  each  Option to be
          surrendered  in  payment  of  the  Option Price shall be determined by
          subtracting  the Option Price from the Designated Value as of the date
          of  receipt  of notice of the exercise of the Options by the Corporate
          Secretary  of  the  Company.

     Upon such notice to the Corporate Secretary and payment of the total Option
Price,  the  exercise  of  the  Option  shall  be  deemed to be effective, and a
properly  executed  certificate or certificates representing the Common Stock so
purchased  shall  be  issued  by the Company and delivered to the Option Holder.

     For  purposes  of this Agreement, the designated value ("Designated Value")
of  the  shares  of  Common  Stock on a given date shall mean: (i) if the Common
Stock  is  listed or admitted for trading on any national securities exchange or
the  National  Market  System of the National Association of Securities Dealers,
Inc.  Automated  Quotation  System, the last sale price, or if no sale occurred,
the  mean between the closing high bid and low asked quotations for such date of
the  Common Stock on the principal securities exchange on which shares of Common
Stock  are  listed,  (ii)  if  the  Common  Stock  is not traded on any national
securities  exchange  but  is  quoted  on the National Association of Securities
Dealers,  Inc.  Automated  Operations System, or any similar system of automated
dissemination of quotations or securities prices in common use, the mean between
the  closing  high bid and low asked quotations for such day of the Common Stock
on  such  system,  (iii)  if neither clause (i) nor (ii) is applicable, the mean
between  the  high bid and low asked quotations for the Common Stock as reported
by the National Quotation Bureau Incorporated if at least two securities dealers
have inserted both bid and asked quotations for shares of the Common Stock on at
least  five (5) of the ten (10) preceding days or (iv) if none of the conditions
set  forth  above  is  met,  the  fair market value of shares of Common Stock as
determined  by  the  Board.  Provided,  for purposes of determining "fair market
value"  of  the  Common  Stock  of  the  Company, such value shall be determined
without  regard  to  any  restriction  other than a restriction which will never
lapse.  In no event shall the fair market value of the Common Stock be less than
its  par  value.


                                       13
<PAGE>
     3.   Adjustment  of  the  Option.
          ---------------------------

          (a) Adjustment by Stock Split, Stock Dividend, etc. If at any time the
              ----------------------------------------------
          Company increases or decreases the number of its outstanding shares of
          Common  Stock,  or changes in any way the rights and privileges of its
          Common  Stock,  by  means  of  the  payment of a stock dividend or the
          making  of  any  other  distribution  on such shares payable in Common
          Stock,  or  through  a  stock split or subdivision of shares of Common
          Stock, or a consolidation or combination of shares of Common Stock, or
          through  a  reclassification  or recapitalization involving the Common
          Stock,  the  numbers,  rights  and  privileges of the shares of Common
          Stock  included in the Option shall be increased, decreased or changed
          in  like  manner as if such shares of Common Stock had been issued and
          outstanding,  fully  paid  and  non-assessable  at  the  time  of such
          occurrence.

          (b)  Dividends Payable in Stock of Another Corporation, etc. If at any
               ------------------------------------------------------
          time the Company pays or makes any dividend or other distribution upon
          its  Common Stock payable in securities or other property (except cash
          or  Common  Stock),  a  proportionate part of such securities or other
          property  shall  be  set aside and delivered to the Option Holder upon
          issuance  of the Common Stock purchased at the time of the exercise of
          the  Option. The securities and other property delivered to the Option
          Holder  upon  exercise of the Option shall be in the same ratio to the
          total  securities  and property set aside for the Option Holder as the
          number  of  shares of Common Stock with respect to which the Option is
          then  exercised  is to the total shares of Common Stock subject to the
          Option.  Prior  to the time that any such securities or other property
          are  delivered  to the Option Holder in accordance with the foregoing,
          the  Company  shall  be the owner of such securities or other property
          and  Option  Holder  shall  not have the right to vote the securities,
          receive  any  dividends  payable  on  such securities, or in any other
          respect be treated as the owner. If securities or other property which
          have  been  set aside by the Company in accordance with this Section 3
          are  not  delivered  to  the  Option  Holder because the Option is not
          exercised,  then  such  securities  or other property shall remain the
          property  of  the Company and shall be dealt with by the Company as it
          shall  determine  in  its  sole  discretion.

          (c)  Other  Changes  in Stock. In the event there shall be any change,
               -----------------------
          other  than  as  specified in the preceding subsections (a) and (b) of
          this  Section 3, in the number or kind of outstanding shares of Common
          Stock  or of any stock or other securities into which the Common Stock
          shall  be  changed or for which it shall have been exchanged, then and
          if  the  Board  of  Directors  of  the Company shall in its discretion
          determine  that  such  change  equitably requires an adjustment in the
          number or kind of shares subject to the Option, such adjustments shall
          be  made  by  the  Board  of  Directors and shall be effective for all
          purposes  as  of  this  Agreement.


                                       14
<PAGE>
          (d)  Apportionment  of  Option Price. Upon any occurrence described in
               -------------------------------
          the  preceding  subsections  (a),  (b)  and (c) of this Section 3, the
          aggregate  Option Price for the shares of Common Stock then subject to
          the  Option  shall  remain  unchanged and shall be apportioned ratably
          over  the increased or decreased number or changed kinds of securities
          or  other  properties  subject  to  the  Option.

     4.   Change  of  Control;  Termination  without  Cause;  Corporate
          -------------------------------------------------------------
          Transactions.
          -------------

          (a)  In the event of a Change of Control (as defined in the Plan), all
          outstanding  Options,  whether  exercisable  or not, shall immediately
          vest  and become exercisable in accordance with Article 5 of the Plan.

          (b)  In  the  event  the  Option  Holder's employment with the Company
          terminates  for  reasons  other  than:  (i)  Option Holder voluntarily
          ceasing  his  employment  with  the  Company  or  (ii) Option Holder's
          employment  with  the  Company being terminated for Cause; then in any
          event,  all  outstanding  Options,  whether  exercisable or not, shall
          immediately  vest  and become exercisable. The term "Cause" is defined
          as  the conviction of, or the entering of a guilty plea, or no contest
          plea  by  Option  Holder  for  any  felony,  by  a  court of competent
          jurisdiction;  or,  the  failure  or  refusal  by  Option  Holder  to
          competently  perform  his  employment  duties,  or conform to policies
          reasonably  established  by  the  Company.

          (c)  If  the  Company  recapitalizes  or otherwise changes its capital
          structure,  or  merges,  consolidates,  sells  all  of  its  assets or
          dissolves  and  such  transaction  is  not  a  Change of Control, then
          thereafter  upon  any  exercise  of the Option hereunder, the Optionee
          shall  be entitled to purchase under the Option, in lieu of the number
          of shares of Common Stock covered by this Option then exercisable, the
          number  and  class  of  shares  of  stock  and securities to which the
          Optionee  would  have  been  entitled  pursuant  to  the  terms of the
          agreement of merger, consolidation, sale of assets or dissolution, if,
          immediately  prior to such agreement of merger, consolidation, sale of
          assets  or  dissolution, the Optionee had been the holder of record of
          the  number  of  shares of Common Stock as to which the Option is then
          exercisable.

     5.   Expiration  and  Termination  of  the  Option. The Option shall expire
          ------------------------------------------
at 5:00 p.m. Houston, Texas, time on [                                   ], (the
period  from the date of this Agreement to the expiration date is defined as the
("Option  Period")  or  prior  to  such  time  as  follows:

          (a)  Upon  termination  of the employment of the Option Holder for any
          reason  other  than  death,  the Options exercisable as of the date of
          termination  may  be  exercised  by  Option Holder within three months
          after  the  date of the termination of employment of the Option Holder
          (provided  such Options are exercised prior to their expiration date).

          (b)  Upon termination of the employment of the Option Holder by reason
          of  the  death of the Option Holder, the Options exercisable as of the
          date  of  the  Option  Holder's  death  may be exercised by the Option
          Holder's  estate  or  by the person who acquired the right to exercise
          the  Option  by  bequest  or  inheritance.  Such  Options shall not be
          exercisable  after  the  date they expire or more than six months from
          the  date  of  the  Option  Holder's  death,  whichever  first occurs.


                                       15
<PAGE>
     6.     Transferability.  The  Option  may not be transferred except by will
            ---------------
or pursuant to the laws of descent and distribution, and it shall be exercisable
during  the  Option Holder's life only by him, or in the event of his disability
or  incapacity, by his personal representative, and after his death, only by his
estate or by the person who acquired the right to exercise the Option by bequest
or  inheritance.

     7.     Employment  Agreement.   In  partial  consideration of the Company's
            ---------------------
granting  of  the  Option,  the  Option  Holder  has entered into the Employment
Agreement, pursuant to which the Option Holder, among other things has agreed to
remain  in the employ of the Company on the terms and conditions stated therein.

     8.     Compliance with Securities Laws.  Upon the acquisition of any shares
            -------------------------------
pursuant  to  the  exercise  of  the Option herein granted, Option holder or any
person  acting  under  Section  5  will enter into such written representations,
warranties  and  agreements  as  the  Company may reasonably request in order to
comply  with  applicable  securities  laws  or  with  this  Agreement.

     9.     Legends  on  Certificates.  The Certificates representing the shares
            -------------------------
of  Common Stock purchased by exercise of an Option will be stamped or otherwise
imprinted  with  legends  in such form as the Company or its counsel may require
with  respect  to  any applicable restrictions on sale or transfer and the stock
transfer  records  of  the Company will reflect stock-transfer instructions with
respect  to  such  shares.

     10.  Withholding.
          -----------

          (a)  Arrangement  for  Withholding. The Option Holder hereby agrees to
               ----------------------------
          make  appropriate  arrangements  with  the  Company to provide for the
          amount  of  additional tax withholding under Sections 3102 and 3402 of
          the  Internal  Revenue  Code  and  applicable  state  income  tax laws
          resulting  from  the  exercise of the Option. If such arrangements are
          not  made,  the  Company  may  refuse to issue any Common Stock to the
          Option  Holder.

          (b)  Withholding Election. The Option Holder may elect to pay all such
               --------------------
          amounts  of  tax  withholding,  or  any  part  thereof, by electing to
          transfer  to  the Company, or to have the Company withhold from shares
          otherwise issuable to the Option Holder, shares of Common Stock having
          a  value  equal  to  the amount required to be withheld or such lesser
          amount  as may be elected by the Option Holder. All elections shall be
          subject  to the approval or disapproval of the Board of Directors. The
          value  of  shares of Common Stock to be withheld shall be based on the
          Designated  Value  of  the Common Stock on the date that the amount of
          tax  to  be  withheld  is  to be determined (the "Tax Date"). Any such
          election  by the Option Holder to have shares of Common Stock withheld
          for  this  purpose  will  be  subject  to  the following restrictions:

               (i)  All  elections  must  be  made  prior  to  the  Tax  Date.

               (ii) All  elections  shall  be  irrevocable.


                                       16
<PAGE>
               (iii)If  the  Option  Holder  is  an  officer  or director of the
                    Company  within  the meaning of Section 16 of the Securities
                    Exchange Act of 1934, as amended, ("Section 16"), the Option
                    Holder  must satisfy the requirements of such Section 16 and
                    any  applicable  rules thereunder with respect to the use of
                    Common  Stock  as  consideration  to  satisfy  such  tax
                    withholding  obligation.

     11.  Miscellaneous.
          --------------

          (a)  Notices.  Any notice required or permitted to be given under this
               -------
          Agreement  shall  be  in  writing  and  shall  be given by first class
          registered or certified mail, postage prepaid, or by personal delivery
          to  the  appropriate  party,  addressed:

               (i)  If  to the Company, to the Company at its principal place of
               business  (as of the date hereof, 50 Briar Hollow Lane, Suite 515
               West, Houston, Texas 77027, telephone (713) 621-9424) (Attention:
               Corporate  Secretary)  or  at such other address as may have been
               furnished  to  the  Option  Holder  in writing by the Company; or

               (ii) If to the Option Holder, to the Option Holder at his address
               on  file  with  the  Company or at such other address as may have
               been  furnished  to  the  Company  by  the  Option  Holder.

               Any  such  notice  shall  be  deemed to have been given as of the
     fourth  day  after  deposit  in  the  United States Postal Service, postage
     prepaid,  properly  addressed  as  set  forth  above, in the case of mailed
     notice,  or  as  of  the  date  delivered in the case of personal delivery.

     (b) Amendment. The Board of Directors may make any adjustment in the Option
         ---------
     Price, the number of shares of Common Stock subject to, or the terms of the
     Option  by  amendment  or  by  substitution  of an outstanding Option. Such
     amendment  or  substitution  may  result in terms and conditions (including
     Option  Price,  the  number  of  shares  of  Common  Stock covered, Vesting
     Schedule  or  Option  Period)  that differ from the terms and conditions of
     this  Option. The Board of Directors may not, however, adversely affect the
     rights  of  the  Option Holder without the consent of the Option Holder. If
     such action is effective by amendment, the effective date of such amendment
     will  be  the date of the original grant of this Option. Except as provided
     herein,  this  Agreement  may  not  be amended or otherwise modified unless
     evidenced  in  writing  and  signed  by  the Company and the Option Holder.

     (c)  Severability.  The  invalidity or unenforceability of any provision of
          ------------
     this Agreement shall not affect the validity or enforceability of any other
     provision  of  this  Agreement,  and each other provision of this Agreement
     shall  be  severable  and  enforceable  to  the  extent  permitted  by law.

     (d)  Waiver.  Any  provision  contained  in  this  Agreement may be waived,
          ------
          either  generally  or  in  any  particular  instance,  by the Company.


                                       17
<PAGE>
     (e)  Binding  Effect. This Agreement shall be binding upon and inure to the
          --------------
     benefit  of  the  Company and the Option Holder and their respective heirs,
     executors,  administrators,  legal representatives, successors and assigns.

     (f)  Rights  to  Employment.  Other  than the Employment Agreement, nothing
          --------------------
     contained  in this Agreement shall be construed as giving the Option Holder
     any right to be retained in the employ of the Company and this Agreement is
     limited solely to governing the rights and obligations of the Option Holder
     with  respect  to  the  Common  Stock  and  the  Option.

     (g)  Gender and Number. Except when otherwise indicated by the context, the
          ----------------
     masculine gender shall also include the feminine gender, and the definition
     of  any  term  herein  in  the  singular  shall  also  include  the plural.

     (h)  Governing  Law.  This  Agreement shall be governed by and construed in
          --------------
     accordance with the laws of the State of Texas without giving effect to the
     conflicts  of  law  provisions  thereof.




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

                                      ROCKPORT  HEALTHCARE  GROUP,  INC.



                                      By:_______________________________________
                                          Harry M. Neer, Chief Executive Officer


                                      OPTION  HOLDER



                                      __________________________________________
                                      [                  ]


                                       18
<PAGE>
                                    EXHIBIT A

                                Vesting Schedule


    CONDITIONS TO VESTING                          AMOUNT EXERCISABLE

Upon the continuous employment             Cumulative proportion of the Stock
of Option Holder by the Company            as to all or part of which the Option
through the applicable date                can be exercised after satisfaction
indicated below:                           of the respective conditions to
                                           vesting:
___________________________

1. The Grant Date                                         [  ] percent

2. The First Anniversary of
   the Grant Date                                         [  ] percent



                                       19
<PAGE>
                                    EXHIBIT B

                                SUBSCRIPTION FORM

              [To be executed only upon exercise of Stock Options]


     The undersigned registered owner of this Stock Option irrevocably exercises
the  Stock  Option for the purchase of _______________ shares of Common Stock of
Rockport  Healthcare  Group,  Inc.  (the  "Company")  and herewith makes payment
therefor  in  cash or by check or bank draft made payable to the Company, all at
the  price  and  on  the  terms  and  conditions  specified in this Stock Option
Agreement  and  requests that certificates for the shares of Common Stock hereby
purchased  (and any securities or other property issuable upon such exercise) be
issued  in  the  name  of  and  delivered to __________________ whose address is
___________________________  and,  if  such  shares  of  Common  Stock shall not
include  all  of  the  shares of Common Stock issuable as provided in this Stock
Option,  that  a  new Stock Option of like tenor and date for the balance of the
shares  of  Common  Stock  issuable  hereunder  be delivered to the undersigned.



                         _______________________________________
                         (Name  of  Registered  Owner)


                         _______________________________________
                         (Signature  of  Registered  Owner)


                         _______________________________________
                         (Street  Address)


                         _______________________________________
                         (City)            (State)    (Zip Code)


                         ______________________________________
                         (Social  Security  Number)


     NOTICE:     The  signature  on  this  subscription must correspond with the
name  as  written  upon  the  face of the within Stock Option Agreement in every
particular,  without  alteration  or  enlargement  or  any  change  whatsoever.


                                       20
<PAGE>
                                    EXHIBIT B


                         ROCKPORT HEALTHCARE GROUP, INC.
                      NON-QUALIFIED STOCK OPTION AGREEMENT



     THIS  AGREEMENT  made  effective  as  of  [________________, 2000], between
ROCKPORT  HEALTHCARE  GROUP,  INC.  a  Delaware corporation (the "Company"), and
_______________  (the  "Option Holder") relating to an option to purchase shares
of  the  Company's  common  stock,  par  value $.001 per share ("Common Stock").

     1.     Grant  of  Option.  Subject  to  the  terms  and  conditions of this
            -----------------
Agreement  and  the  Company's  2000 Stock Option Plan (the "Plan"), the Company
hereby  grants to the Option Holder effective as of [                          ,
2000]  (the  "Grant  Date")  an  option  (the  "Option")  to  purchase  [
]  shares of Common Stock. The Option shall be exercisable, in whole or in part,
during  the  Option  Period  (as hereinafter defined) at an exercise price of $[
] per share (the "Option Price").  This Agreement and the purchase of the shares
of  Common  Stock  hereunder  is  not  intended and should not be interpreted to
qualify  as an Incentive Stock Option as that term is used in Section 422 of the
Internal  Revenue  Code  of  1986,  as  it may be amended from time to time (the
"Internal  Revenue  Code").

     2.     Method  for  Exercising  the Option.  The Option may be exercised in
            -----------------------------------
whole  or  in part only by delivery in person or through certified or registered
mail  to  the  Company  at  its  principal  office in Houston, Texas (attention:
Corporate Secretary) of written notice (attached hereto as Exhibit A) specifying
the Option that is being exercised and the number of shares of Common Stock with
respect  to which the Option is being exercised.  The notice must be accompanied
by  payment  of  the  total  Option  Price.

     The  total Option Price for the Common Stock to be acquired pursuant to the
Option  shall be paid in full by any of the following methods or any combination
of  the  following  methods:

          (a)  In  cash  or by certified or cashier's check payable to the order
               of  Rockport  Healthcare  Group,  Inc.;


                                       21
<PAGE>
          (b)  The  delivery  to  the  Company  of certificates representing the
          number  of shares of Common Stock then owned by the Option Holder, the
          Designated  Value  (defined below) of which equals the Option Price of
          the  Common  Stock purchased pursuant to the Option, properly endorsed
          for  transfer  to the Company; provided however, that no Option may be
          exercised  by  delivery  to  the  Company of certificates representing
          Common  Stock,  unless  such  Common Stock has been held by the Option
          Holder  for more than six months. (For purposes of this Agreement, the
          Designated Value of any shares of Common Stock delivered in payment of
          the  Option  Price upon exercise of the Option shall be the Designated
          Value  as  of the exercise date and the exercise date shall be the day
          of  delivery  of the certificates for the Common Stock used as payment
          of  the  Option  Price);

          (c)  By  delivery  to  the  Company  of  a properly executed notice of
          exercise together with irrevocable instructions to a broker to deliver
          promptly to the Company, in payment of the Option Price, the amount of
          the cash proceeds of the sale of shares of Common Stock or a loan from
          the  broker  to the Option Holder sufficient, in each case, to pay the
          Option  Price,  and in a form satisfactory to the Corporate Secretary;
          or

          (d)  By  delivery  to  the  Company  of  sufficient  Options, properly
          endorsed for transfer to the Company, having a value sufficient to pay
          the  Option  Price  with  respect  to the other Options that are to be
          exercised  under  this  Agreement.  The  value  of  each  Option to be
          surrendered  in  payment  of  the  Option Price shall be determined by
          subtracting  the Option Price from the Designated Value as of the date
          of  receipt  of notice of the exercise of the Options by the Corporate
          Secretary  of  the  Company.

     Upon such notice to the Corporate Secretary and payment of the total Option
Price,  the  exercise  of  the  Option  shall  be  deemed to be effective, and a
properly  executed  certificate or certificates representing the Common Stock so
purchased  shall  be  issued  by the Company and delivered to the Option Holder.

     For  purposes  of this Agreement, the designated value ("Designated Value")
of  the  shares  of  Common  Stock on a given date shall mean: (i) if the Common
Stock  is  listed or admitted for trading on any national securities exchange or
the  National  Market  System of the National Association of Securities Dealers,
Inc.  Automated  Quotation  System, the last sale price, or if no sale occurred,
the  mean between the closing high bid and low asked quotations for such date of
the  Common  Stock  on  the principal securities exchange on which shares of the
Common  Stock are listed, (ii) if the Common Stock is not traded on any national
securities  exchange  but  is  quoted  on the National Association of Securities
Dealers,  Inc.  Automated  Operations System, or any similar system of automated
dissemination of quotations or securities prices in common use, the mean between
the  closing  high bid and low asked quotations for such day of the Common Stock
on  such  system,  (iii)  if neither clause (i) nor (ii) is applicable, the mean
between  the  high bid and low asked quotations for the Common Stock as reported
by the National Quotation Bureau Incorporated if at least two securities dealers
have inserted both bid and asked quotations for shares of the Common Stock on at
least  five (5) of the ten (10) preceding days or (iv) if none of the conditions
set  forth  above  is  met,  the  fair market value of shares of Common Stock as
determined  by  the  Board.  Provided,  for purposes of determining "fair market
value"  of  the  Common  Stock  of  the  Company, such value shall be determined
without  regard  to  any  restriction  other than a restriction which will never
lapse.  In no event shall the fair market value of the Common Stock be less than
its  par  value.


                                       22
<PAGE>
     3.   Adjustment  of  the  Option.
          ---------------------------

          (a) Adjustment by Stock Split, Stock Dividend, etc. If at any time the
              -----------------------------------------------
          Company increases or decreases the number of its outstanding shares of
          Common  Stock,  or changes in any way the rights and privileges of its
          Common  Stock,  by  means  of  the  payment of a stock dividend or the
          making  of  any  other  distribution  on such shares payable in Common
          Stock,  or  through  a  stock split or subdivision of shares of Common
          Stock, or a consolidation or combination of shares of Common Stock, or
          through  a  reclassification  or recapitalization involving the Common
          Stock,  the  numbers,  rights  and  privileges of the shares of Common
          Stock  included in the Option shall be increased, decreased or changed
          in  like  manner as if such shares of Common Stock had been issued and
          outstanding,  fully  paid  and  non-assessable  at  the  time  of such
          occurrence.

          (b)  Dividends Payable in Stock of Another Corporation, etc. If at any
               -------------------------------------------------------
          time the Company pays or makes any dividend or other distribution upon
          its  Common Stock payable in securities or other property (except cash
          or  Common  Stock),  a  proportionate part of such securities or other
          property  shall  be  set aside and delivered to the Option Holder upon
          issuance  of the Common Stock purchased at the time of the exercise of
          the  Option. The securities and other property delivered to the Option
          Holder  upon  exercise of the Option shall be in the same ratio to the
          total  securities  and property set aside for the Option Holder as the
          number  of  shares of Common Stock with respect to which the Option is
          then  exercised  is to the total shares of Common Stock subject to the
          Option.  Prior  to the time that any such securities or other property
          are  delivered  to the Option Holder in accordance with the foregoing,
          the  Company  shall  be the owner of such securities or other property
          and  Option  Holder  shall  not have the right to vote the securities,
          receive  any  dividends  payable  on  such securities, or in any other
          respect be treated as the owner. If securities or other property which
          have  been  set aside by the Company in accordance with this Section 3
          are  not  delivered  to  the  Option  Holder because the Option is not
          exercised,  then  such  securities  or other property shall remain the
          property  of  the Company and shall be dealt with by the Company as it
          shall  determine  in  its  sole  discretion.

          (c)  Other  Changes  in Stock. In the event there shall be any change,
               ------------------------
          other  than  as  specified in the preceding subsections (a) and (b) of
          this  Section 3, in the number or kind of outstanding shares of Common
          Stock  or of any stock or other securities into which the Common Stock
          shall  be  changed or for which it shall have been exchanged, then and
          if  the  Board  of  Directors  of  the Company shall in its discretion
          determine  that  such  change  equitably requires an adjustment in the
          number or kind of shares subject to the Option, such adjustments shall
          be  made  by  the  Board  of  Directors and shall be effective for all
          purposes  as  of  this  Agreement.


                                       23
<PAGE>
          (d)  Apportionment  of  Option Price. Upon any occurrence described in
               --------------------------------
          the  preceding  subsections  (a),  (b)  and (c) of this Section 3, the
          aggregate  Option Price for the shares of Common Stock then subject to
          the  Option  shall  remain  unchanged and shall be apportioned ratably
          over  the increased or decreased number or changed kinds of securities
          or  other  properties  subject  to  the  Option.

     4.   Change  of  Control;  Termination  without  Cause;  Corporate
          -------------------------------------------------------------
          Transactions.

          (a)  In the event of a Change of Control (as defined in the Plan), all
               outstanding  Options,  whether  exercisable  or  not,  shall
               immediately  become  exercisable  in accordance with Article 5 of
               the  Plan.

          (b)  In  the  event  the  Option  Holder's  employment,  position as a
               director  or consulting agreement with the Company terminates for
               reasons  other  than  (i)  Option  Holder voluntarily ceasing his
               employment,  position  as a director or consulting agreement with
               the  Company;  or, (ii) Option Holder's employment, position as a
               director  or  consulting  agreement  with  the  Company  being
               terminated  for  Cause;  then, in any such event, all outstanding
               Options,  whether  exercisable or not, shall immediately vest and
               become exercisable. The term "Cause" is defined as the conviction
               of,  or  the  entering  of  a  guilty plea, or no contest plea by
               Option  Holder  for  any  felony,  by  a  court  of  competent
               jurisdiction;  or,  the  failure  or  refusal by Option Holder to
               competently  perform  his  employment,  director  or  consulting
               duties, or conform to policies reasonably established by Company.

          (c)  If  the  Company  recapitalizes  or otherwise changes its capital
               structure,  or  merges,  consolidates, sells all of its assets or
               dissolves  and  such transaction is not a Change of Control, then
               thereafter  upon  any  exercise  of  the  Option  hereunder,  the
               Optionee  shall be entitled to purchase under the Option, in lieu
               of  the  number  of shares of Common Stock covered by this Option
               then  exercisable,  the  number  and class of shares of stock and
               securities  to  which  the  Optionee  would  have  been  entitled
               pursuant  to the terms of the agreement of merger, consolidation,
               sale  of  assets  or  dissolution,  if, immediately prior to such
               agreement  of  merger,  consolidation,  sale  of  assets  or
               dissolution,  the  Optionee  had been the holder of record of the
               number  of  shares of Common Stock as to which the Option is then
               exercisable.

     5.     Expiration  and  Termination of the Option.  The Option shall expire
            ------------------------------------------
at  5:00  p.m.  Houston,  Texas, time on                  , (the period from the
date  of  this  Agreement to the expiration date is defined as the option period
("Option  Period").  In  the  event of the death of the Option Holder during the
Option  Period, the Option shall be exercisable by the Option Holder's estate or
by  the  person  who  acquired  the  right  to exercise the Option by bequest or
inheritance  during  the  Option  Period  and  for  a period of up to six months
following  the  death  of  the  Option  Holder,  if  later.

     6.     Transferability.  The  Option  may not be transferred except by will
            ---------------
or pursuant to the laws of descent and distribution, and it shall be exercisable
during  the  Option Holder's life only by him, or in the event of his disability
or  incapacity, by his personal representative, and after his death, only by his
estate or by the person who acquired the right to exercise the Option by bequest
or  inheritance.


                                       24
<PAGE>
     7.   Compliance with Securities Laws.  Upon the acquisition of any shares
          -------------------------------
pursuant  to  the  exercise  of  the Option herein granted, Option holder or any
person  acting  under  Section  5  will enter into such written representations,
warranties  and  agreements  as  the  Company may reasonably request in order to
comply  with  applicable  securities  laws  or  with  this  Agreement.

     8.   Legends  on  Certificates.  The Certificates representing the shares
          -------------------------
of  Common Stock purchased by exercise of an Option will be stamped or otherwise
imprinted  with  legends  in such form as the Company or its counsel may require
with  respect  to  any applicable restrictions on sale or transfer and the stock
transfer  records  of  the Company will reflect stock-transfer instructions with
respect  to  such  shares.

     9.   Withholding.
          -----------

          (a)  Arrangement  for  Withholding. The Option Holder hereby agrees to
               -----------------------------
          make  appropriate  arrangements  with  the  Company to provide for the
          amount  of tax withholding, if any, under applicable federal and state
          income  tax  laws  resulting  from the exercise of the Option. If such
          arrangements  are not made, the Company may refuse to issue any Common
          Stock  to  the  Option  Holder.

          (b)  Withholding Election. The Option Holder may elect to pay all such
               ---------------------
          amounts  of  tax  withholding,  or  any  part  thereof, by electing to
          transfer  to  the Company, or to have the Company withhold from shares
          otherwise issuable to the Option Holder, shares of Common Stock having
          a  value  equal  to  the amount required to be withheld or such lesser
          amount  as may be elected by the Option Holder. All elections shall be
          subject  to the approval or disapproval of the Board of Directors. The
          value  of  shares of Common Stock to be withheld shall be based on the
          Designated  Value  of  the Common Stock on the date that the amount of
          tax  to  be  withheld  is  to be determined (the "Tax Date"). Any such
          election  by the Option Holder to have shares of Common Stock withheld
          for  this  purpose  will  be  subject  to  the following restrictions:

               (i)  All  elections  must  be  made  prior  to  the  Tax  Date.

               (ii)  All  elections  shall  be  irrevocable.

               (iii)  If  the  Option  Holder  is  an officer or director of the
               Company  within  the  meaning  of  Section  16  of the Securities
               Exchange  Act  of  1934,  as  amended, ("Section 16"), the Option
               Holder  must  satisfy the requirements of such Section 16 and any
               applicable  rules  thereunder  with  respect to the use of Common
               Stock  as  consideration  to  satisfy  such  tax  withholding
               obligation.


                                       25
<PAGE>
     10.  Miscellaneous.
          -------------

          (a)  Notices.  Any notice required or permitted to be given under this
               -------
          Agreement  shall  be  in  writing  and  shall  be given by first class
          registered  or certified mail, postage prepaid or by personal delivery
          to  the  appropriate  party,  addressed:

               (i)  If  to the Company, to the Company at its principal place of
               business  (as of the date hereof, 50 Briar Hollow Lane, Suite 515
               West, Houston, Texas 77027, telephone (713) 621-9424) (Attention:
               Corporate  Secretary)  or  at such other address as may have been
               furnished  to  the  Option  Holder  in writing by the Company; or

               (ii) If to the Option Holder, to the Option Holder at his address
               on  file  with  the  Company or at such other address as may have
               been  furnished  to  the  Company  by  the  Option  Holder.

               Any  such  notice  shall  be  deemed to have been given as of the
          fourth  day after deposit in the United States Postal Service, postage
          prepaid,  properly addressed as set forth above, in the case of mailed
          notice,  or as of the date delivered in the case of personal delivery.

          (b)  Amendment.  The Board of Directors may make any adjustment in the
               ---------
          Option  Price, the number of shares of Common Stock subject to, or the
          terms  of the Option by amendment or by substitution of an outstanding
          Option.  Such  amendment  or  substitution  may  result  in  terms and
          conditions  (including  Option  Price,  the number of shares of Common
          Stock covered, Vesting Schedule or Option Period) that differ from the
          terms  and  conditions of this Option. The Board of Directors may not,
          however,  adversely affect the rights of the Option Holder without the
          consent  of  the  Option  Holder.  If  such  action  is  effective  by
          amendment,  the  effective  date of such amendment will be the date of
          the  original  grant  of  this Option. Except as provided herein, this
          Agreement may not be amended or otherwise modified unless evidenced in
          writing  and  signed  by  the  Company  and  the  Option  Holder.

          (c)  Severability. The invalidity or unenforceability of any provision
               ------------
          of  this  Agreement shall not affect the validity or enforceability of
          any  other  provision  of  this Agreement, and each other provision of
          this  Agreement  shall  be  severable  and  enforceable  to the extent
          permitted  by  law.

          (d)  Waiver.  Any provision contained in this Agreement may be waived,
               ------
          either  generally  or  in  any  particular  instance,  by the Company.

          (e)  Binding Effect. This Agreement shall be binding upon and inure to
               --------------
          the  benefit of the Company and the Option Holder and their respective
          heirs,  executors,  administrators,  legal representatives, successors
          and  assigns.

          (f) Rights to Employment. Nothing contained in this Agreement shall be
              --------------------
          construed  as giving the Option Holder any right to be retained in the
          employ  of  the  Company  and  this  Agreement  is  limited  solely to
          governing the rights and obligations of the Option Holder with respect
          to  the  Common  Stock  and  the  Option.


                                       26
<PAGE>
          (g)  Gender  and  Number.  Except  when  otherwise  indicated  by  the
               -------------------
               context,  the  masculine  gender  shall also include the feminine
               gender,  and  the  definition  of any term herein in the singular
               shall  also  include  the  plural.

          (h)  Governing  Law. This Agreement shall be governed by and construed
               --------------
          in  accordance  with  the  laws  of  the State of Texas without giving
          effect  to  the  conflicts  of  law  provisions  thereof.

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

                                       ROCKPORT  HEALTHCARE  GROUP,  INC.


                                       By:
                                          --------------------------------------
                                          Harry M. Neer, Chief Executive Officer


                                       OPTION  HOLDER


                                       ________________________________________
                                       [                       ]


                                       27
<PAGE>
                                    EXHIBIT A

                                SUBSCRIPTION FORM

              [To be executed only upon exercise of Stock Options]


     The undersigned registered owner of this Stock Option irrevocably exercises
the  Stock  Option for the purchase of _______________ shares of Common Stock of
Rockport  Healthcare  Group,  Inc.  (the  "Company")  and herewith makes payment
therefor  in  cash or by check or bank draft made payable to the Company, all at
the  price  and  on  the  terms  and  conditions  specified in this Stock Option
Agreement  and  requests that certificates for the shares of Common Stock hereby
purchased  (and any securities or other property issuable upon such exercise) be
issued  in  the  name  of  and  delivered to __________________ whose address is
___________________________  and,  if  such  shares  of  Common  Stock shall not
include  all  of  the  shares of Common Stock issuable as provided in this Stock
Option,  that  a  new Stock Option of like tenor and date for the balance of the
shares  of  Common  Stock  issuable  hereunder  be delivered to the undersigned.



                              _______________________________________
                              (Name  of  Registered  Owner)


                              _______________________________________
                              (Signature  of  Registered  Owner)


                              _______________________________________
                              (Street  Address)


                              _______________________________________
                              (City)        (State)        (Zip Code)


                              ______________________________________
                              (Social  Security  Number)


     NOTICE:     The  signature  on  this  subscription must correspond with the
name  as  written  upon  the  face of the within Stock Option Agreement in every
particular,  without  alteration  or  enlargement  or  any  change  whatsoever.


                                       28
<PAGE>