EXHIBIT 10.11

                                WARRANT AGREEMENT


THIS  WARRANT  AND  THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF
HAVE  NOT  BEEN  REGISTERED  UNDER  EITHER THE SECURITIES ACT OF 1933 ("ACT") OR
APPLICABLE  STATE SECURITIES LAWS ("STATE ACTS") AND SHALL NOT BE SOLD, PLEDGED,
HYPOTHECATED,  DONATED,  OR  OTHERWISE  TRANSFERRED  (WHETHER  OR  NOT  FOR
CONSIDERATION)  BY  THE  HOLDER  EXCEPT  UPON  THE  ISSUANCE TO THE COMPANY OF A
FAVORABLE  OPINION  OF  COUNSEL OR SUBMISSION TO THE COMPANY OF SUCH EVIDENCE AS
MAY  BE SATISFACTORY TO COUNSEL TO THE COMPANY, IN EACH SUCH CASE, TO THE EFFECT
THAT  ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE ACT AND THE STATE ACTS.

              WARRANT TO PURCHASE 1,000,000 SHARES OF COMMON STOCK

                        ROCKPORT HEALTHCARE GROUP, INC.
                            (a DELAWARE corporation)
                        50 BRIAR HOLLOW LANE, SUITE 515W
                              HOUSTON, TEXAS 77027

                     Not Transferable or Exercisable Except
                        upon Conditions Herein Specified

     ROCKPORT HEALTHCARE GROUP, INC., a DELAWARE corporation ("Company"), hereby
certifies  that  GEORGE  BOGLE,  his registered successors and permitted assigns
registered  on  the  books  of  the Company maintained for such purposes, as the
registered holder hereof ("Holder"), for value received, is entitled to purchase
from  the  Company  the number of fully paid and non-assessable shares of Common
Stock of the Company, $.001 par value ("Shares" or "Common Stock"), stated above
at  the  purchase price per Share set forth in Section 1(b) below (the number of
Shares  and  Exercise Price being subject to adjustment as hereinafter provided)
upon  the  terms  and  conditions  herein  provided.

     1.   Exercise  of  Warrants.
          ----------------------

          (a)  Subject  to  subsection  (b) of this Section 1, upon presentation
and  surrender  of  this Warrant Agreement, with the attached Purchase Form duly
executed,  at the principal office of the Company, or at such other place as the
Company  may designate by notice to the Holder hereof, together with a certified
or bank cashier's check payable to the order of the Company in the amount of the
Exercise  Price  times  the  number of Shares being purchased (or in the case of
exercise  pursuant  to  Section 1(c)(i) or (ii), as set forth in such sections),
the  Company  shall  deliver  to  the Holder hereof, as promptly as practicable,
certificates  representing  the  Shares  being  purchased.  This  Warrant may be
exercised in whole or in part; and, in case of exercise hereof in part only, the
Company,  upon  surrender  hereof,  will  deliver  to  the  Holder a new Warrant
Agreement  or  Warrant


WARRANT  AGREEMENT                                           November 26, 2001
                                        1
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Agreements  of  like tenor entitling the Holder to purchase the number of Shares
as to which this Warrant has not been exercised.

          (b)  This  Warrant  may  be  exercised  at  a price of $.345 per share
(the  "Exercise  Price").  The  Warrant  shall expire upon the close of business
November  25,  2011.

          (c)  The  Exercise Price shall be payable at the time of exercise. The
Exercise  Price may be paid in cash (by cashiers' check) or by: (i) surrender of
shares  of  Common  Stock  of  the Company already owned by the Holder, having a
Market  Price  (as defined below) equal to the Exercise Price per share; or (ii)
upon  surrender  of  the Warrant at the principal office of the Company together
with  notice of election, in which event the Company shall issue Holder a number
of  Shares  computed  using  the  following  formula:

          X = Y (A-B)/A

where:    X  =  the  number  of Shares to be issued to Holder (not to exceed the
          number  of  Shares  set  forth  on  the  cover  page  of  this Warrant
          Agreement, as adjusted pursuant to the provisions of Section 6 of this
          Warrant  Agreement).

          Y  =  the  number  of Shares for which the Warrant is being exercised.

          A = the Market Price of one Share (for purposes of this Section 1(c)),
          the  "Market Price" shall be defined as the average of the closing bid
          and  asked prices on the exchange on which the Common Stock trades for
          the  five  trading  days prior to the date of exercise of this Warrant
          Agreement;  provided  if  the  Common  Stock  does  not  trade  on any
          exchange,  the Market Price shall equal the average of the closing bid
          and  asked  prices in the over-the-counter market for the five trading
          days  prior  to  the  date  of  exercise of this Warrant Agreement, as
          reported  by  the National Association of Securities Dealers Automated
          Quotation  System;  and, provided further, that if the common stock is
          not quoted or listed by any organization, the fair value of the common
          stock,  as  determined by the Board of Directors of the Company, whose
          determination  shall  be  conclusive,  shall  be  used.

          B  =  the  Exercise  Price.

     2.   Exchange  and  Transfer  of  Warrant.
          ------------------------------------

          At  any  time  prior  to  the  exercise  hereof, upon presentation and
surrender to the Company, this Warrant (a) may be exchanged, alone or with other
Warrants of like tenor registered in the name of the Holder, for another Warrant
or  other  Warrants of like tenor in the name of such Holder exercisable for the
same  aggregate number of Shares as the Warrant or Warrants surrendered, but (b)
may  not  be  sold, transferred, hypothecated, or assigned, in whole or in part,
without  the  prior  written  consent  of  the  Company.


WARRANT  AGREEMENT                                           November 26, 2001
                                        2
<PAGE>
     3.   Rights  and  Obligations  of  Warrant  Holder.
          ---------------------------------------------

          (a)  The Holder of this Warrant Agreement shall not, by virtue hereof,
be  entitled  to any rights of a stockholder in the Company, either at law or in
equity;  provided,  however, that in the event that any certificate representing
         ------------------
the  Shares  is  issued to the Holder hereof upon exercise of this Warrant, such
Holder shall, for all purposes, be deemed to have become the holder of record of
such  Shares  on  the date on which this Warrant Agreement, together with a duly
executed  Purchase  Form,  was surrendered and payment of the Exercise Price was
made,  irrespective  of  the  date  of  delivery of such Share certificate.  The
rights  of  the Holder of this Warrant are limited to those expressed herein and
the  Holder of this Warrant, by his acceptance hereof, consents to and agrees to
be  bound  by  and  to comply with all the provisions of this Warrant Agreement,
including,  without  limitation,  all  the  obligations  imposed upon the Holder
hereof  by  Sections  2  and  5 hereof.  In addition, the Holder of this Warrant
Agreement, by accepting the same, agrees that the Company may deem and treat the
person  in  whose  name this Warrant Agreement is registered on the books of the
Company  maintained for such purposes as the absolute, true and lawful owner for
all  purposes  whatsoever,  notwithstanding  any  notation of ownership or other
writing  thereon,  and  the  Company  shall not be affected by any notice to the
contrary.

          (b)  No  Holder of this Warrant Agreement shall be entitled to vote or
receive  dividends  or  to  be  deemed the holder of Shares for any purpose, nor
shall  anything  contained in this Warrant Agreement be construed to confer upon
any  Holder  of this Warrant Agreement any of the rights of a stockholder of the
Company  or  any  right  to  vote, give or withhold consent to any action by the
Company,  whether upon any recapitalization, issue of stock, reclassification of
stock,  consolidation,  merger,  conveyance  or  otherwise,  receive  notice  of
meetings or other action affecting stockholders (except for notices provided for
herein),  receive  dividends,  subscription  rights,  or  otherwise,  until this
Warrant  shall  have been exercised and the Shares purchasable upon the exercise
thereof  shall  have  become  deliverable as provided herein; provided, however,
                                                              -----------------
that  any such exercise on any date when the stock transfer books of the Company
shall  be  closed  shall constitute the person in whose name the certificate for
those  Shares  are to be issued as the record holder thereof for all purposes at
the  opening of business on the next succeeding day on which such stock transfer
books  are  open,  and  the Warrant surrendered shall not be deemed to have been
exercised, in whole or in part as the case may be, until the next succeeding day
on  which  stock  transfer  books  are  open  for  the  purpose  of  determining
entitlement  to  dividends  on  the  Company's  common  stock.

     4.   Shares  Underlying  Warrants.
          ----------------------------

     The Company covenants and agrees that all Shares delivered upon exercise of
this  Warrant  shall,  upon  delivery  and payment therefor, be duly and validly
authorized  and  issued,  fully paid and non-assessable, and free from all stamp
taxes,  liens  and  charges  with  respect  to  the  purchase  thereof.

     5.   Disposition  of  Warrants  or  Shares.
          -------------------------------------



WARRANT  AGREEMENT                                           November 26, 2001
                                        3
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          (a)  The Holder of this Warrant Agreement and any transferee hereof or
of  the  Shares  issuable  upon  the exercise of the Warrant Agreement, by their
acceptance  hereof, hereby understand and agree that the Warrant, and the Shares
issuable upon the exercise hereof, have not been registered under either the Act
or  State  Acts  and  shall  not  be  sold,  pledged, hypothecated, or otherwise
transferred  (whether  or not for consideration) except upon the issuance to the
Company  of  an  opinion  of  counsel favorable to the Company or its counsel or
submission to the Company of such evidence as may be satisfactory to the Company
or  its  counsel,  in each such case, to the effect that any such transfer shall
not  be  in  violation of the Act or the State Acts.  It shall be a condition to
the  transfer of this Warrant that any transferee of this Warrant deliver to the
Company  his  written  agreement  to accept and be bound by all of the terms and
conditions  of this Warrant Agreement.  The Holder acknowledges that the Company
has  not  granted  any  registration  rights  hereunder.

          (b)  The  stock  certificates  of  the  Company that will evidence the
shares  of  Common  Stock  with respect to which this Warrant may be exercisable
will be imprinted with a conspicuous legend in substantially the following form:

          "THE  SECURITIES  REPRESENTED  BY  THIS CERTIFICATE HAVE NOT
          BEEN  REGISTERED  UNDER  EITHER  THE  SECURITIES ACT OF 1933
          ("ACT")  OR THE SECURITIES LAWS OF ANY STATE ("STATE ACTS").
          SUCH SECURITIES SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, OR
          OTHERWISE  TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) AT
          ANY  TIME  WHATSOEVER  EXCEPT  UPON  REGISTRATION  OR  UPON
          DELIVERY  TO  THE  COMPANY  OF  AN  OPINION  OF  ITS COUNSEL
          SATISFACTORY TO THE COMPANY OR ITS COUNSEL THAT REGISTRATION
          IS  NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION OF SUCH
          OTHER  EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY OR ITS
          COUNSEL TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN
          VIOLATION  OF  THE ACT, STATE ACTS OR ANY RULE OR REGULATION
          PROMULGATED  THEREUNDER."

     6.   Adjustments.
          -----------

          The  number of Shares purchasable upon the exercise of each Warrant is
subject to adjustment from time to time upon the occurrence of any of the events
enumerated  below:

          (a)  If at any time after the date of this Warrant and so long as this
Warrant  is outstanding, there is a stock split, stock dividend, subdivision, or
similar  distribution  with respect to the Common Stock, or a combination of the
Common  Stock,  then,  in  such  event,  the Exercise Price shall be adjusted in
accordance  with  (b)  below.

          (b)  Immediately  upon  the  effective  date  of  any  event requiring
adjustment  pursuant to (a), the Company shall adjust the Exercise Price then in
effect  (to  the  nearest  whole  cent)  as  follows:


WARRANT  AGREEMENT                                           November 26, 2001
                                        4
<PAGE>
               i)   in  the  event  such adjustment is caused by a forward stock
          split,  stock  dividend, subdivision, or other similar distribution of
          shares  of  Common  Stock,  the  Exercise Price in effect, immediately
          prior  to  the  effective  date of such event shall be decreased to an
          amount  which  shall  bear  the same relation to the Exercise Price in
          effect  immediately  prior to such event as the total number of shares
          of  Common  Stock outstanding immediately prior to such event bears to
          the  total  number  of  shares of Common Stock outstanding immediately
          after  such  event;

               ii)  in  the  event such adjustment is caused by a combination of
          shares of Common Stock, the Exercise Price in effect immediately prior
          to  the close of business on the effective date of such event shall be
          increased  to  an  amount  which  shall  bear the same relation to the
          Exercise  Price in effect immediately prior to such event as the total
          number of shares of Common Stock outstanding immediately prior to such
          event  bears to the total number of shares of Common Stock outstanding
          immediately  after  such  event.

          (c)  Upon each adjustment of the Exercise Price pursuant to (b) above,
the  Warrant  outstanding  prior  to such adjustment in the Exercise Price shall
thereafter  evidence the right to purchase, at the adjusted Exercise Price, that
number  of shares of Common Stock (calculated to the nearest hundredth) obtained
by  (i)  multiplying the number of shares of Common Stock issuable upon exercise
of  the  Warrant  prior to adjustment of the number of shares of Common Stock by
the  Exercise Price in effect prior to adjustment of the Exercise Price and (ii)
dividing  the  product  so  obtained  by the Exercise Price in effect after such
adjustment  of  the  exercise  price.

          (d)  In  case  the  Company  (i)  consolidates with or merges into any
other entity and is not the continuing or surviving entity of such consolidation
or  merger,  or  (ii) permits any other entity to consolidate with or merge into
the  Company  and  the  Company  is  the continuing or surviving Company but, in
connection  with  such consolidation or merger, the Common Stock is changed into
or exchanged for common stock or other securities of any other entity or cash or
any  other assets, or (iii) transfers all or substantially all of its properties
and  assets  to  any  other  entity,  or  (iv)  effects  a  reorganization  or
reclassification  of  the  equity  of  the Company in such a way that holders of
Common Stock shall be entitled to receive stock, securities, cash or assets with
respect  to or in exchange for Common Stock, then, and in each such case, proper
provision  shall  be made so that, upon the exercise of this Warrant at any time
after  the  consummation of such consolidation, merger, transfer, reorganization
or  reclassification,  the Holder shall be entitled to receive (at the aggregate
Exercise  Price  in  effect for Common Stock issuable upon such exercise of this
Warrant  immediately  prior  to  such  consummation),  in  lieu  of Common Stock
issuable  upon  such  exercise  of  this Warrant prior to such consummation, the
stock and other securities, cash and assets to which such Holder would have been
entitled  upon  such  consummation  if such Holder had so exercised this Warrant
immediately  prior  thereto.

     7.   Loss  or  Destruction.
          ---------------------


WARRANT  AGREEMENT                                           November 26, 2001
                                        5
<PAGE>
          Upon  receipt  of  evidence  satisfactory  to the Company of the loss,
theft,  destruction  or mutilation of this Warrant Agreement and, in the case of
any  such loss, theft or destruction, upon delivery of an indemnity agreement or
bond  satisfactory  in form, substance and amount to the Company or, in the case
of  any  such  mutilation,  upon  surrender  and  cancellation  of  this Warrant
Agreement,  the Company will execute and deliver, in lieu thereof, a new Warrant
Agreement  of  like  tenor.

     8.   Survival.
          --------

          The  various  rights and obligations of the Holder hereof as set forth
herein  shall  survive  the  exercise of the Warrants represented hereby and the
surrender  of  this  Warrant  Agreement.

     9.   Notices.
          -------

          Whenever  any  notice,  payment  of  any  purchase  price,  or  other
communication  is  required  to  be  given  or delivered under the terms of this
Warrant,  it shall be in writing and delivered by hand delivery or United States
registered  or  certified  mail,  return  receipt requested, postage prepaid (or
similar  delivery  if  outside of the United States), and will be deemed to have
been  given  or  delivered  on  the  date  such  notice, purchase price or other
communication  is  so  delivered  or  posted, as the case may be; and, if to the
Company, it will be addressed to the address specified on the cover page hereof,
and  if to the Holder, it will be addressed to the registered Holder at its, his
or  his  address  as  it  appears  on  the  books  of  the  Company.


WARRANT  AGREEMENT                                           November 26, 2001
                                        6
<PAGE>
                                             ROCKPORT HEALTHCARE GROUP, INC.



                                             By:
                                                --------------------------------

                                             Title: President

                                             HOLDER:
                                             ------


                                             By:
                                                --------------------------------
                                                GEORGE BOGLE


WARRANT  AGREEMENT                                           November 26, 2001
                                        7
<PAGE>
                                  PURCHASE FORM

                  (To be signed only upon exercise of Warrant)


To  ROCKPORT HEALTHCARE GROUP, INC.

     The  undersigned,  the  holder  of the enclosed Warrant, hereby irrevocably
elects  to  exercise  the purchase right represented by such Warrant for, and to
purchase  thereunder,           *  shares of Common Stock of ROCKPORT HEALTHCARE
                     -----------
GROUP,  Inc.  and  herewith  makes  payment  of  $                therefor, and
                                                  ---------------
requests  that  the certificate or certificates for such shares be issued in the
name  of  and  delivered  to  the  undersigned.

Dated:
      -------------------


                                      ------------------------------------------
                                      (Signature must conform in all respects to
                                      name of holder as specified on the face of
                                      the enclosed Warrant)



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

                                      ------------------------------------------
                                      (Address)


                                      ------------------------------------------
                                      (SSN#)



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

(*)  Insert  here  the  number  of  shares called for on the face of the Warrant
     without  making  any  adjustment  for  additional Common Stock or any other
     stock  or  other  securities  or  property  or  cash which, pursuant to the
     adjustment  provisions  of  the  Warrant  Agreement  pursuant  to which the
     Warrant  was  granted,  may  be  delivered  upon  exercise.


WARRANT  AGREEMENT                                           November 26, 2001
                                        8

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