EXHIBIT 10.10

                                    AGREEMENT
                                    ---------

     This  Agreement  is entered into between Rockport Healthcare Group, Inc., a
Delaware  corporation  (hereinafter  referred to as "Rockport") and George Bogle
(hereinafter  referred  to  as  "Bogle").

     WHEREAS,  it  is  the desire of Rockport to engage the services of Bogle to
perform  for  Rockport consulting services regarding creation and maintenance of
medical  services  networks and other matters that may be requested from time to
time  by  Rockport,  as  an  independent  contractor  and  not  as  an employee.

     WHEREAS,  it  is  the  desire of Bogle to provide the services requested to
Rockport.

     NOW  THEREFORE,  in consideration of the mutual promises herein the receipt
and  sufficiency  of  which the parties acknowledge, and intending to be legally
bound  hereby  the  parties  agree  as  follows:

                                      Term
                                      ----

     This  Agreement  shall  remain  in  effect for a period of  ten (10) years,
commencing  on  the  Effective  date  of  this  Agreement.

                                  Consultation
                                  ------------

     Bogle  shall  make himself available to consult with the Board of Directors
and  the  Officers  of  the Corporation, at reasonable times, concerning matters
pertaining  to  any  problem  of  importance concerning managed care services of
Rockport.

                                  Compensation
                                  ------------

For services previously rendered under this Agreement, Rockport shall deliver to
Bogle  a  properly signed share certificate of Rockport indicating the ownership
by  Bogle  of twenty-five thousand (25,000) restricted shares of Rockport common
stock  (the  term  "restricted"  as  used in this Agreement refers only to those
restrictions  that  may  be imposed by Section 144 of the U.S. Securities Code).
This  certificate  shall  be  delivered on the Effective Date of this Agreement.

                   Stock Warrants  as Additional Compensation
                   ------------------------------------------

As  additional  compensation  for services rendered and to be rendered by Bogle,
Rockport  grants  to Bogle cashless warrants to purchase one million (1,000,000)
shares of Rockport common stock.  The options immediately vest upon signing this
Agreement.  This  option  is  for a period of ten  (10) years from the Effective
Date  of  this  Agreement.  Bogle  may exercise the option granted herein at any
time  during  the  option  period.  The option price for each share of the stock
shall  be


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the  mean  average  between  the  bid  and  the asked price for common shares of
Rockport  on  the  Effective  Date  of  this  Agreement.

To  exercise  the  options,  Bogle  must give written notice to Rockport that he
intends  to purchase shares of Rockport common stock.  The notice must state the
date on which the purchase will take place (the "Purchase Date"), and the number
of shares that are being purchased on the Purchase Date. Bogle must exercise the
option  in  minimum  increments  of  100,000 shares. Bogle must pay the purchase
price  to  Rockport  within  ten  (10)  days  from  the  Purchase Date. Rockport
covenants  and agrees that it will deliver a certificate representing the shares
purchased  by  Bogle immediately on payment of the purchase price, and that each
of  those shares shall be subject to SEC Regulation Section 144, however the one
year restriction date shall begin at the date the warrants are granted. Rockport
agrees  to give written notice to Bogle at least thirty days prior to closing if
at  any time during the term of the option, more than fifty percent (50%) of the
shares of Rockport are transferred by the present owners to a third party, if it
results  in  a  change  of  ownership  or control of Rockport, or if the present
owners of more than fifty (50%) of its outstanding shares receives an offer from
a  third  party  to  purchase  all  or  a  part  of  those  shares.

Limited  Liability     Bogle  shall  not be liable to Rockport, or to anyone who
------------------
may  claim  any right due to his, her or its relationship with Rockport, for any
acts  or omissions by Bogle or his agents or employees in the performance of his
services  under  this  Agreement,  except  when the acts or omissions are due to
willful  misconduct  or culpable negligence,.  Rockport shall indemnify and hold
Bogle  free  and  harmless  from  any  obligations,  costs,  claims,  judgments,
attorney's  fees,  or  attachments  arising  from or growing out of the services
rendered  to  Rockport  pursuant  to  the  terms of this Agreement or in any way
connected  with the rendering of those services, except when they arise from the
willful  misconduct or culpable negligence of Bogle, and Bogle is adjudged to be
guilty  of  willful  misconduct  or  culpable negligence by a court of competent
jurisdiction.

                                   Arbitration
                                   -----------

     As concluded by the parties to this Agreement on the advice of counsel, and
as  evidenced  by the signatures of the parties and of the respective attorneys,
any controversy between the parties involving the construction or application of
any  of  the  terms,  covenants,  or  conditions  of this Agreement will, on the
written  request  of one party served on the other, be submitted to arbitration.
Any  arbitration must comply with and be governed by the provisions of the Texas
Civil  Practice  and  Remedies  Code  Section  171.001  et  seq., or a successor
statute.

                                  Force Majeure
                                  -------------

     No  party  shall  be  in  violation  of  this  Agreement  if prevented from
performing  any  of its obligations hereunder for any reason beyond its control,
including  without  limitations,  acts  of  God  or the public enemy, strikes or
statutory  regulations,  rule  or  action  of  any  relevant  legal  authority.

                                   Assignment
                                   ----------


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     This  Agreement  may  not  be  assigned  by  either party without the prior
written  consent  of  the  other  party.  However,  subject  to  the  foregoing
limitation,  it  inures  to  the  benefit  of  and  is binding on the executors,
administrators, heirs, and assigns of Bogle and on the successors and assigns of
Rockport. Notwithstanding the limitations on assignment of this Agreement, Bogle
may  assign  the option to purchase shares of Rockport granted in this Agreement
to  any  entity  in  which  Bogle  has  an  ownership  interest.

                               Texas Law to Apply
                               ------------------

     The  venue and jurisdiction of this Agreement and all questions relating to
its  validity and interpretation shall be governed by Texas law; performance and
enforcement,  shall  be governed by and construed in accordance with the laws of
the  state  where  services  are  being  provided.
Partial  Invalidity
-------------------

     If  any part, clause, or provision of this Agreement is held to be void, by
a  court  of  competent jurisdiction, the remaining provisions of this Agreement
shall  not  be affected and shall be given such construction, if possible, as to
permit  it to comply with the minimum requirements of any applicable law and the
intent  of  the parties hereto.  The paragraph and subparagraph headings in this
Agreement  are for convenience only and form no part of this Agreement and shall
not  affect  its  interpretation.

                                     Waiver
                                     ------

     A  party's  waiver  of  a  breach  of  any term of this Agreement shall not
constitute  a  waiver  of  any  subsequent  breach  of  the same or another term
contained  in  the Agreement.  A party's subsequent acceptance of performance by
the  other  party shall not be construed as a waiver of preceding breach of this
Agreement  other  than  failure  to  perform  the particular duties so accepted.

                         Conformity with State Statutes
                         ------------------------------

     Any  provision  of  this  Agreement which is in conflict with the statutes,
local laws, or regulations of the state in which services are provided is hereby
amended  to  conform  to  the  minimum  requires  of  such  statute.

                                Entire Agreement
                                ----------------

     This Agreement contains the entire understanding between the parties hereto
with  respect  to the subject matter hereof, and supersedes all prior agreements
and  understandings,  expressed or implied, oral or written.  This Agreement may
not  be  amended,  modified  or  altered  unless such amendment, modification or
alteration  is  in  writing  and  is  signed  by  duly  authorized  officers  or
representatives  of  Rockport  and  Bogle.  No  other party shall be required to
consent  or  receive  notice of any such amendment in order for amendments to be
effective  and  binding  upon  the  parties  to  this  Agreement.


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                                  Counterparts
                                  ------------

     This  Agreement may be executed simultaneously in two or more counterparts,
each  of  which  shall  be  deemed  an original, but all of which together shall
constitute  one  and  the same instrument.  This Agreement shall be binding when
one  or more counterparts hereof, individually or taken together, shall bear the
signature  of  the  parties  reflected  hereon  as  signatories.

IN  WITNESS  WHEREOF,  the parties have caused this instrument to be executed on
their  behalf  by  the  duly authorized signatures on this 26th day of November,
2001  (the  "Effective  Date").




ROCKPORT  HEALTHCARE  GROUP,  INC.
A  Delaware  corporation
50 Briar Hollow Lane, Suite 515 West
Houston,  Texas  77027


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Signature

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Printed Name

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Title

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Date


GEORGE BOGLE, individually

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Name

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Date



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