Exhibit 10.13

**  Indicates  information  which has been omitted and filed separately with the
SEC  pursuant  to  a confidential treatment request.  Asterisks appear on page 2
and  Exhibit  A  of  this  agreement.

             WORKERS' COMPENSATION MASTER PREFERRED CLIENT AGREEMENT
             -------------------------------------------------------


This  Workers'  Compensation and/or Work Related Injury/Illness Master Preferred
Client  Agreement  ("Agreement")  is entered into by Beyond Benefits, a Delaware
corporation (herein referred to as "Beyond") and Rockport Healthcare Group, Inc.
a  Delaware Corporation, (herein referred to as "Client"). The effective date of
this  Agreement  is  July  1,  2000  ("Effective  Date").


                                    RECITALS
                                    --------

     A.  Beyond  and  its  subsidiaries,  including but not limited to Preferred
Health Network, Inc. (PHN) and HealthStar, Inc. (HealthStar), have established a
preferred  provider  organization ("Beyond" or "Beyond PPO") by contracting with
hospitals,  physicians,  home  health  and  other institutional and professional
providers who agree to provide health care services to eligible employees and or
insureds  of  Beyond's  Clients  in  exchange for discounted rates (collectively
referred  to  in  this  Agreement  as "PPO Network" or "PPO Network Providers").

     B.  Client provides or arranges for health care services under its workers'
compensation  and/or  work  related  injury/illness  program  for its Customers'
employees and or insureds and desires to contract with the Beyond PPO to provide
or  arrange  for  such  services  for  its  Customers'eligible  employees and or
insureds  through  PPO  Network  Providers.

     C.  PPO Network Providers are willing to provide or arrange for health care
services  at  a  discounted  rate  in exchange for Client's agreement to educate
their  Customers  to  identify  and  encourage  their  eligible employees and or
insureds  to  PPO  Network  Providers.

     D.  Client  and Beyond desire to enter into this Agreement on the terms and
conditions  described  below.

                                    ARTICLE I
                                    ---------
                          RESPONSIBILITY OF THE PARTIES
                          -----------------------------

     1.01     ACCESS  TO  NETWORK,  PRIMARY  STATES
              -------------------------------------

     (a)  Beyond grants to Client the right to participate in the Beyond PPO and
enjoy  the  benefit of Beyond's PPO Network Providers' negotiated discount rates
("Network  Rates")  on  the  terms of this Agreement. As a result of such grant,
Beyond  agrees  that the Network Rates offered by PPO Network Providers shall be
available  to  individuals  who have selected and are entitled to benefits under
Client's  or  Client's  customers  workers'  compensation  and/or  work  related
injury/illness  preferred  provider  program  ("Program").  Beyond  shall notify
Client  of  the identity of its PPO Network Providers on or before the Effective
Date  and  provide  Client with monthly updates by the 10th day of the following
month  to  the  Provider  roster.

     (b) Unless Client's customers direct otherwise, Client shall use the Beyond
PPO  Network  as  its  preferred provider network in any states or markets where
Beyond  has  PPO  Network  Providers in sufficient number of Occupational Health
specialties,  geographic locations, and penetration rates and percent of savings
to  meet the reasonable needs of Client and Client's customers. These states are
referred  to  as "Primary Markets," and are (or shall be) listed on Exhibit A to
this  Agreement,  which  Exhibit  is  attached hereto and incorporated herein by
reference.  Notwithstanding  the  foregoing,  nothing  in  this  Agreement shall


                                        1
<PAGE>
prevent  Client  and  its  customers  from using hospitals, physicians and other
health  care providers that have provider contracts with Client and who are part
of  a  preferred  provider network owned or controlled by Client, whether or not
they  are  located  in  the  Primary  Markets.  However,  should  Client acquire
ownership  or  control  of  providers in the Primary Markets after the Effective
Date,  which  results  in  an overlap of services with Beyond PPO Providers (the
"Event"),  Client  shall  immediately  notify Beyond in writing of the Event and
shall  ensure  that  Beyond  PPO  Providers  continue  to  be  used as preferred
Providers  for all Program Participants who are enrolled with Client on the date
of the Event for no less than twelve (12) months with the following exception of
provider(s)  that  are  under current negotiation, by Client, prior to Effective
Date  of  this  Agreement.  For those Beyond Network PPO Provider(s) that Client
identifies  having  unusually low to no PPO savings, Beyond agrees to attempt to
re-contract  provider(s)  at  better,  discounted  rates and/or allow Client the
opportunity  to  contract provider(s) at better, discounted rates. Beyond agrees
to  allow  Client to contract any non Beyond Network PPO provider to enhance and
improve  Client's  existing  network. After expiration of this twelve (12) month
period, Client and Beyond agree to cooperate in any transfer of Client's Program
Participants  to  non-Beyond  PPO  Providers.

     1.02     USE  OF  RATES.  Client  represents  and warrants that the Network
              --------------
Rates  made  available  to  it  through  PPO Network Providers shall be utilized
exclusively for individuals who are covered under Client's Workers' Compensation
and/or  Work  Related  Injury/Illness  Program and who are eligible for benefits
under  such  Program  (such  individuals  are  referred  to in this Agreement as
"Participants').

     1.03     REPORTS.  Since  Client  or Client's customers shall process their
              -------
PPO  bills,  Client  shall  submit to Beyond monthly reports which summarize the
following  information  for all such bills and itemize such information for each
such  bill:

     (a)  Gross  charges  submitted;

     (b)  Recommended allowance to be paid by Client based on the Network Rates;
and

     (c)  Resulting  savings  to  Client.

     1.04     REPRICING SERVICES. Client or Client's customers shall reprice and
              ------------------
pay all Client PPO Network claims accessing the Beyond PPO Network. Beyond shall
provide  Client  with  Network  Rates  applicable to PPO Network Providers, in a
mutually  acceptable  format, monthly by the 10th day of each month in order for
Client  to  conduct  repricing  on-site  at  their facility. Client's ability to
select  this  option  is  conditional  on  Beyond's prior review and approval of
Client's  proven  information system capability to reprice claims which approval
shall  not be unreasonably withheld. Client further acknowledges and agrees that
Beyond  shall  have  no  obligation  to provide to Client any other information,
including  underlying  computer  logic  used in repricing calculations, it being
understood  that such information constitutes Beyond's Confidential Information,
as  defined  in  Section  1.13  below.

     1.05    FEES.  Client  shall  pay Beyond a fee equal to ** percent (**%)
             ----
of  the  PPO revenue Client receives as a result of applying Beyond's contracted
PPO  network  rates  to  official  state  fee  schedules,  usual  and  customary
reimbursement rates, or billed charges (as applicable).  Client shall pay Beyond
by  the  fifteenth  day  of  the  following  month that payment is received from
Client's  customer(s).
          Client shall be prohibited from marketing or selling access to the PHN
PPO  network  for lower than **% of savings, except with written consent by PHN.

          With  the  exception  of the first ninety (90) days from the effective
date  of this Agreement, Client agrees that if said fees payable to Beyond, on a
monthly  basis,  are  less  than  one  thousand  dollars ($1,000) for all Beyond
services  utilized  per month, Client will pay a minimum of one thousand dollars
($1,000)  per  month  to  Beyond.


                                        2
<PAGE>
     1.06     LATE  CHARGE.  Client  shall  pay  to  Beyond a late charge in the
              ------------
amount  of  one  and one-half percent (1-1/2%) per month for any payment that is
not  mailed by the fifteenth day of the following month that payment is received
from  Client's  customer(s).

     1.07     PATIENT  REFERRAL.  Since  referral  of  patients  to  Beyond  PPO
              -----------------
Network  Providers  is  essential  in  order for Beyond to secure cost-effective
contracts with health care providers, Client and Client's customers agree to use
their  best  efforts  under  any  jurisdiction's  workers'  compensation  law to
encourage its Program Participants to Beyond PPO Network Providers. In addition,
Client  and  Client's  customers  shall  do  one  or  more  of  the  following:

     (a)  Provide  work  site  supervisors  and  Program  Participants  written
materials  describing  use  of  the  program  and  Beyond PPO Network Providers;

     (b)  Post  work  site  poster  listing  Beyond's  PPO  Network Providers or
distribute directories containing a list of Beyond PPO Network Providers to work
site  supervisors  and  or  Program  Participants;

     (c)  Provide Program Participants with access to Beyond's or Client's "800"
PPO  referral  line;  or

     (d) Provide referrals in some other manner acceptable to Beyond and Client.

     1.08     PARTICIPANT  IDENTIFICATION.  Since  identification  of  Client's
              ---------------------------
Program  Participants  by  Beyond  PPO  Network Providers is an integral part of
provider  compliance and network management, Client shall ensure that all of its
Program  Participants  have  a  method  of  identifying themselves as Beyond PPO
participants.

     1.09     ELIGIBLE  PARTICIPANTS.  Client  represents  and warrants that the
              ----------------------
Network  Rates made available to its Program Participants through the Beyond PPO
Network shall only be utilized for individuals who are covered under Client's or
Client's  customers  Workers'  Compensation  and/or  Work Related Injury/Illness
Program  and  who  are  eligible  for  benefits  under  such  Program.

     1.10     PROVIDER  CREDENTIALING.  Beyond  requires  that  each  Beyond PPO
              -----------------------
Network Provider meet specific participation and credentialing criteria in order
to  participate  in  the  Beyond  PPO  Network.

     1.11     PARTICIPANT  ELIGIBILITY  AND  BENEFIT  VERIFICATION.  Client
              ----------------------------------------------------
understands  and  agrees  that it is solely responsible for providing Beyond PPO
Network Providers with timely, accurate coverage information.  Client shall have
a system in place that allows it to readily provide the following information to
PPO  Network  Providers:  (a)  whether  a  particular individual is a Beyond PPO
Program  Participant; (b) a description of the benefits available under Client's
Workers'  Compensation  and/or  Work Related Injury/Illness Program; and (c) the
name  of  the  individual who can verify patient eligibility for benefits at the
Network  Rates.

     1.121.13 CONFIDENTIALITY.  Client  acknowledges  that  all  details  of the
              ---------------
Beyond  PPO  including,  but not limited to, Network Rates, are confidential and
constitute  proprietary information ("Confidential Information").  Client agrees
not  to  cause  or  permit  the  disclosure,  reproduction,  use,  transfer,  or
dissemination  of  any  or  all  of  the  Confidential  Information  in any form
whatsoever.  Client  shall  use  its  best  efforts  to protect the Confidential
Information consistent with the manner in which it protects its own confidential
business  and  patient  information.  Client  agrees not to use any Confidential
Information  to  contract  with any Beyond PPO Network Provider.  Client further
agrees  not  to  contract  with  any  Beyond  PPO Network Provider, whether such
        ---
contractual arrangement is direct or indirect, during the term of this Agreement
and  for  a  period of one (1) year following termination of this Agreement with
the  following  exception  of provider(s) that are under current negotiation, by
Client, prior to Effective Date of this Agreement.  For those Beyond Network PPO
Providers  that Client identifies having unusually low to no PPO savings, Beyond
agrees  to attempt to re-contract provider(s) at better, discounted rates and/or
allow  Client  the  opportunity  to  contract  provider(s) at better, discounted
rates. Client understands that any disclosure or use of Confidential Information
will  result  in  substantial harm to Beyond.  Client agrees that if it breaches
any  provision of this Section 1.13, Beyond would not have an adequate remedy at


                                        3
<PAGE>
law  and,  in addition to any other available remedies, Beyond would be entitled
to  injunctive  relief  against  Client.  Client  agrees  that the terms of this
Section  1.13  shall  survive  termination  of  this  Agreement  for any reason.

     1.14     TIMELY  PAYMENT  AND  EXPLANATION OF BENEFITS.  Client or Client's
              ---------------------------------------------
customers  shall ensure that Beyond PPO Network Providers are paid within thirty
(30)  days  of  Client's  or  Client's customers receipt of clean, non-contested
claims or as mandated by the Workers' Compensation rules and regulations for the
State  which medical care was rendered.  If payment is not made within this time
period,  Beyond  may  determine, in its sole discretion, that Client or Client's
customer has lost its right to use Network Rates, in which case all payments due
to  PPO  Network  Providers  will  automatically  be  based on  applicable state
Workers'  Compensation  fee  schedule  or  usual  and  customary  reimbursement.

     1.15     MARKETING.  Beyond  shall  have  the  right  to  use  Client's
              ----------
customer(s) name as this information is made available to Client and approved by
Client's  customer(s)  for  purposes  of  marketing.  Beyond  may  seek Client's
approval  to  use  other  information  for marketing purposes, including without
limitation  the  number  of  Program  Participants,  which approval shall not be
unreasonably  withheld.

                                   ARTICLE II
                                   ----------
                              TERM AND TERMINATION
                              --------------------

     2.01     TERM.  The  term  of  this Agreement shall be for one(1) year from
              ----
the  Effective  Date,  unless earlier terminated as set forth in this Agreement.
This  Agreement  shall be automatically renewed for successive one(1) year terms
thereafter,  unless  either  party  gives  the  other  party  written  notice of
non-renewal  at least sixty (60) days prior to the end of the then current term.

     2.02     TERMINATION  WITHOUT  CAUSE.  This  Agreement may be terminated by
              ----------------------------
either  party,  without  cause, on ninety (90) days' prior written notice to the
other  party.

     2.03     TERMINATION  FOR  FEE  ADJUSTMENTS.  The fees set forth in Section
              ----------------------------------
1.05 above shall not be modified for one (1) year from the Effective Date unless
both  Client  and Beyond mutally agree to do so at an earlier date.  Thereafter,
Beyond  shall have the right to adjust its fees at any time upon sixty (60) days
prior  written  notice  to  Client.  In  the  event  any  such fee adjustment is
unacceptable to Client, Client may terminate this Agreement upon sixty (60) days
prior  written  notice  to  Beyond.

     2.04     TERMINATION  FOR  MISUSE.  Client  shall  use  Network  Rates
              ------------------------
exclusively  for the purpose of adjudicating claims for Program Participants who
use  the  Beyond  PPO  Network.  Client  understands  and agrees that its use of
Network Rates for non-eligible beneficiaries may result in immediate termination
of  this Agreement by Beyond, which termination shall be effective upon Client's
receipt  of  written  notice.  Should  misuse  by Client occur, Client expressly
agrees  to reimburse all Beyond PPO Network Providers the difference between the
sum  of  any  inappropriately  taken  discounts  and  the sum of the PPO Network
Providers'  full  charges.

     2.05     MATERIAL BREACH.  Either party may terminate this Agreement in the
              ---------------
event  of  a  material  breach  by  the other party by providing (60) days prior
written  notice  of  termination.  The notice shall include a description of the
facts  underlying  the breach.  Remedy of the breach in a manner satisfactory to
the  non-breaching party within thirty (30) days of receipt of such notice shall
continue the Agreement in effect for the remaining term, subject to the right of
earlier  termination  as  described  in  this  Agreement.

     2.06     FAILURE  TO  PAY.  Notwithstanding  any  other  provision  of this
              ----------------
Agreement,  Beyond may terminate this Agreement upon ten (10) days prior written
notice  to  Client,  if Client fails to pay Beyond's feesas agreed to in section
1.05.

     2.07     EFFECT  OF  TERMINATION.  In  the  event  that  this  Agreement is
              -----------------------
terminated  for any reason, Client shall pay for all services provided by Beyond
through  the  termination  date  and  all  fees  earned  by  Beyond for services


                                        4
<PAGE>
performed up to such date shall be paidas agreed to in section 1.05.

                                  ARTICLE III
                                  ------------
                               GENERAL PROVISIONS
                              -------------------

     3.01     SEVERABILITY.  Should  all or any portion of any provision of this
              ------------
Agreement  be  held  unenforceable  or  invalid  for  any  reason, the remaining
portions  or  provisions  all  be  unaffected.

     3.02     NOTICES.  Any  notice required or permitted to be given under this
              -------
Agreement  shall  be  in  writing  and  may  be  personally delivered or sent by
registered  or  certified  mail,  return  receipt  requested,  postage  prepaid,
addressed to such party at the following address or such other address as may be
provided  in  writing  to  the  other  party:

               Beyond:

               Barbara  H.  Rodin
               President & COO
               301 E. Ocean Blvd., Suite 900
               Long Beach, CA 90802

               Client:

               Harry  M.  Neer
               President / CEO
               Rockport Healthcare Group, Inc.
               50 Briar Hollow Lane, Suite 515 West
               Houston,  TX  77027

     If  notice  is  sent  by registered or certified mail, such notice shall be
deemed  delivered  on the third (3rd) business day after the day on which it was
mailed.

     3.03     INTEGRATION.  This  Agreement  sets forth the entire understanding
              -----------
of  the parties relating to the transactions it contemplates, and supersedes all
prior  understandings  relating  to them, whether written or oral.  There are no
obligations,  commitments, representations or warranties relating to them except
those  previously  set  forth  in  this  Agreement.

     3.04     ASSIGNMENT.  No  interest  in  any  right  of any party under this
              ----------
Agreement  is  assignable  without the prior written consent of the other party,
which  consent  may be withheld in a party's absolute discretion.  Any purported
assignment  without consent shall be null and void.  However, all obligations of
any  party  under  this  Agreement  shall  be  enforceable  against such party's
successors  and  assigns.

     3.05     WAIVER/MODIFICATION/AMENDMENT.  No  amendment of, supplement to or
              -----------------------------
waiver of any obligations under this Agreement will be enforceable or admissible
unless  set  forth in a writing signed by the party against which enforcement or
admission  is  sought.  No  delay  or  failure  to  require  performance  of any
provision  of  this  Agreement shall constitute a waiver of that provision as to
that  or  any  other  instance.  Any  waiver  granted  shall apply solely to the
specific  instance  expressly  stated.

     3.06     INDEMNIFICATION.  Beyond  and  Client  agree to indemnify and hold
              ---------------
each  other  harmless from and against any and all claims, liabilities, damages,
losses and expenses related in any way to their respective obligations under the
terms of this Agreement. In no event shall either party be liable for any claim,
injury,  demand  or  judgment  based  on tort, expressed or implied warranty, or
other  grounds whatsoever arising out of the provision of services by Beyond PPO
Network  Providers.


                                        5
<PAGE>
     3.07     INDEPENDENT  CONTRACTORS.  The relationship of the parties to this
              ------------------------
Agreement is determined solely by the provisions of this Agreement.  The parties
do  not  intend to create any agency, partnership, joint venture, trust or other
relationship  with  duties  or  incidents  different from those of parties to an
arms-length  contract.

     3.08     GOVERNMENT  APPROVALS.  Client  and  Beyond  represent and warrant
              ---------------------
that  they  have  each  secured  and  shall  maintain  at  all  times  necessary
governmental  authorizations  for  the  performance  of  their  respective
responsibilities  under the terms of this Agreement.  Both parties will use best
efforts  to  inform the other in writing of any governmental authorizations that
may  be  required.  Each  party  agrees to conform to all laws, regulations, and
ordinances  and  governmental  policies that may be applicable to performance of
the  terms  of  this  Agreement.

     3.09     AUTHORITY.  Client  and  Beyond  each represent that they have the
              ---------
requisite  power  and  authority  to carry on their business as conducted.  Each
party  further  represents  and  warrants that it is qualified to do business in
each  jurisdiction  in  which  it is necessary to perform obligations under this
Agreement.

     3.10     LIMITATION  ON  LIABILITY.
              -------------------------

     (a)  Beyond and Client do not assume any risk or responsibility for payment
to  Beyond  PPO Network Providers or to any other providers providing medical or
other  healthcare  related services for Client's Program Participants under this
Agreement.  Beyond  is  not  a guarantor of the performance by Client, or by any
Beyond  PPO Network Provider of any of the terms or conditions set forth in this
Agreement  or  in  any  Beyond  agreement  with  a  PPO  Network  Provider.

     (b)  Beyond and Client shall not be responsible or liable in anyway for any
inaccurate,  incomplete,  or  untimely  administrative  service or reports which
Beyond  and  Client  have  agreed  to  provide  to  Client  or Beyond under this
Agreement,  and  Beyond's  or  Client's  only responsibility shall be to correct
errors  in  such  reports,  complete such reports, and use reasonable efforts to
prevent further delays in the rendering of services or reports. Beyond or Client
shall  have  no  liability  or  responsibility  for  administrative services and
reports  that  are  inaccurate,  incomplete,  or  untimely  due  to  inaccurate,
incomplete,  or  untimely  information  or data furnished to Beyond or Client by
Client  or  Beyond.

     (c)  Beyond  shall  have no responsibility or liability to Client, Client's
customers,  Client's  Program  Participants,  or  any  other  person,  firm,
corporation,  or  entity for the propriety, necessity, advisability, expenses or
consequences  of  any treatment, operation, diagnostic or therapeutic procedure,
medicine,  drug  prescription,  care,  maintenance, confinement or other matters
relating  in  any  way to the rendition of any health care service by any Beyond
PPO  Network  Provider  or  any  other  physician,  practitioner,  healthcare
institution,  or  such  individuals,  institutions,  employees,  agents,
representatives,  or  contractors.

     3.11     DISPUTE  RESOLUTION  AND  ARBITRATION.  In  the  event  a  dispute
              -------------------------------------
concerning  this  Agreement cannot be satisfactorily resolved, the dispute shall
be  settled  in accordance with the commercial rules of the American Arbitration
Association.  The  arbitration  may  be  initiated  by  either party by making a
written  demand  on  the  other  party  within  thirty (30) days of the time the
dispute  arises.  Within  thirty (30) days of such demand, the parties will each
designate  an  arbitrator  and  give  written  notice of such designation to the
other.  Within  ten (10) days after such notices have been received, the two (2)
arbitrators will select a third arbitrator.  The three (3) arbitrators will hold
a hearing and decide the matter within thirty (30) days thereafter.  The results
of  the arbitration shall be final and binding on the parties.  The  arbitration
proceeding  shall  take  place  in  the  state  of  residence  of the defendant.
Judgment  upon  an award rendered by the arbitrators may be entered in any court
having  jurisdiction  thereof.  The  parties  will pay the fee of the arbitrator
each chooses and the parties will share equally the fee of the third arbitrator.

     3.12     COUNTERPARTS.  This  Agreement  may  be  executed  in  multiple
              ------------
counterparts,  each  of  which  shall  be  deemed  an  original, and counterpart
signature pages may be assembled to form as a single original document.


                                        6
<PAGE>
     3.13     GOVERNING  LAW. This Agreement shall be governed  and construed in
              --------------
accordance with the laws of the State of California.

     3.14     ATTORNEYS'  FEES.  In  the event of any proceeding related to this
              ----------------
Agreement,  the  losing party shall pay the prevailing party's actual attorneys'
fees  and  expenses  incurred  in  any  phase  of  the  dispute.




BEYOND  BENEFITS                                   CLIENT


By:   /s/  George  J.  Bregante                    By:   /s/  Harry  M.  Neer
   --------------------------------------             --------------------------
               George  J.  Bregante                               Harry M. Neer


Title:          CEO                                Title:    President  /  CEO
      -----------------------------------                ---------------------

Date:        7/10/00                               Date:     July  5,  2000
     ------------------------------------               -------------------


                                        7
<PAGE>
                                    EXHIBIT A
                                   ----------
                                PRIMARY MARKETS



          Initial Rollout of States that are Primary and Secondary

          Alabama                                   **
          Arizona                                   **
          Arkansas                                  **
          California                                **
          Colorado                                  **
          Florida                                   **
          Georgia                                   **
          Illinois                                  **
          Indiana                                   **
          Iowa                                      **
          Kentucky                                  **
          Louisiana                                 **
          Michigan                                  **
          Mississippi                               **
          Missouri                                  **
          New  Jersey                               **
          New  York                                 **
          North  Carolina                           **
          Ohio                                      **
          Oklahoma                                  **
          Pennsylvania                              **
          South  Carolina                           **
          Tennessee                                 **
          Virginia                                  **
          Washington                                **
          West  Virginia                            **
          Wisconsin                                 **



                                        8
<PAGE>