<PAGE>

                                  TPA CONTRACT

         This agreement is entered into between Rockport Community Network,
Inc., a Nevada Corporation (hereinafter called "RCN") and Humana Workers'
Compensation Services, Inc., a Kentucky corporation (hereinafter called "TPA").

       WHEREAS, RCN has entered into contracts with various healthcare providers
to establish the costs of services to be provided; and

       WHEREAS, RCN is an affiliate company of Rockport Healthcare Group, Inc.
(RHG) and shares common provider contracts with RHG and its subsidiaries; and

       WHEREAS, TPA provides its clients who cover their employees or insureds
under the applicable workers' compensation laws as required by the various
states with various services; and

       WHEREAS, TPA desires to provide its clients with the cost containment
services of RCN with healthcare providers in the areas in which it operates; and

       WHEREAS, RCN is willing and able to provide such services,

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


12.    DEFINITIONS

       d)  CLIENT means a union, employer, association, individual or insurance
           company that covers or is responsible for the workers' compensation
           benefits for its employees or insureds.

       e)  NETWORK means the providers of healthcare services contracted by RCN
           and its affiliates.

       f)  PROVIDER means a facility or healthcare professional who for a fee
           provides healthcare services or supplies to the public.

13.    RCN DUTIES AND OBLIGATIONS

       i)  RCN will negotiate contracts with certain healthcare providers,
           thereby reducing the charges for services rendered by these
           Providers. RCN agrees to meet the reasonable needs of the TPA to
           customize the network as mutually agreed between RCN and client.

       j)  RCN will provide the administrative services necessary to maintain
           these Network Provider contracts. RCN also agrees to provide
           reasonable training to TPAs front line supervisors to increase
           utilization of the network. RCN also agrees to provide a toll free
           800 number for assistance in locating network providers.

       k)  RCN will reprice, for TPA's clients, all billings submitted which
           were incurred in the Network. All bills received by RCN will be
           repriced and returned within 72 hours of receipt.

       l)  RCN will provide TPA with a bill-by-bill exhibit and a monthly
           report of savings realized through RCN's repricing program.

       m)  RCN will provide TPA's clients with an initial set of laser quality
           directories and quarterly updates thereafter. RCN will provide
           geographic specific directories at each of the Client's business
           facilities or employee sites.


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       n)  RCN will provide TPA with promotional materials to distribute that
           describe how to benefit from the Network.

       o)  RCN shall have the right to use TPA's clients name for the purpose
           of maintaining and expanding a Provider Network for TPA.

       p)  RCN will provide TPA with a monthly update of all participating
           Providers.

14.    TPA OBLIGATIONS

       f)  TPA's clients will agree to use RCN as their exclusive Preferred
           Provider Organization (PPO) on a state-by-state or group-by-group
           basis in the states of Texas, Louisiana and Alabama. TPA agrees to
           encourage their clients to direct care to Network Providers wherever
           possible.

       g)  TPA will use its best efforts to make all payments to Network
           Providers within the time mandated by applicable law on all bills
           repriced by RCN, unless written notice of dispute or discrepancy is
           mailed to the Provider.

       h)  TPA will refer to RCN any controversy arising over the amount of a
           bill from a Network Provider.

       i)  TPA will provide RCN with estimated number of covered individuals
           participating in the PPO by employer name, employer address(es),
           group name and number.

       j)  TPA will distribute the promotional materials provided by RCN to its
           clients and encourage usage of Network Providers.

15.    FEES PAYABLE

               NETWORK PROVIDER ACCESS

               TPA's clients shall pay a fee equal to Seventeen percent (17%)
       of savings realized. Savings is defined as the difference between what
       the TPA would have paid under the workers' compensation laws of the state
       and the reduced amount payable as a result of applying the providers'
       discounts under the RCN contracts.

               The provider access fees above shall be payable in fifteen days
       of receiving the invoice for the previous month.

16.    INDEMNIFICATION

       c)  TPA agrees to indemnify RCN from any and all liability, loss, damage,
           claim or expense of any kind, including cost of attorneys' fees which
           result from negligent or willful acts or omissions by TPA, its agents
           or employees regarding the duties and obligations of TPA under this
           Agreement.

       d)  RCN agrees to indemnify TPA from any and all liability, loss, damage,
           claim or expense of any kind, including costs and attorneys' fees
           which result from negligent or willful acts or omissions by RCN, its
           agents or employees regarding the duties and obligations of RCN under
           this Agreement.

17.    TERMINATION

               The initial term of this Agreement shall be for a period of one
       (1) year from the effective date hereof. Thereafter, the term of the
       Agreement shall be extended for successive one (1) year periods.

               Either party to this Agreement may terminate this Agreement with
       or without cause by giving the other party ninety (90) days prior written
       notice of intent to terminate.

               In the event of breach of this contract by either party, the
       other party will furnish written notice of said breach. If the breach is
       not remedied within thirty (30) days of said written notice, this
       contract will terminate.

               In the event of Termination, for any reason, TPA agrees that it
       will not directly contract with a RCN Provider for a period of one (1)
       year following the date of termination.

               Termination shall have not effect upon the rights or obligations
       of the parties arising out of any transactions occurring prior to the
       effective date of such termination. The terms of this section shall be
       construed as independent of any other provisions in this Agreement and
       shall survive termination.


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18.    CONFIDENTIALITY

               In the course of the relationship established by this
       Agreement, each party may, in confidence, disclose to the other party
       non-public information concerning such party's earnings, volume of
       business, methods, systems, practices, plans, purchaser discounts and
       contract terms, and other confidential or commercially valuable
       proprietary information (collectively, "Confidential Information"). Each
       party acknowledges that the disclosing party shall at all times be and
       remain the owner of all Confidential Information disclosed by such party.
       The party to whom Confidential Information is disclosed may use such
       Confidential Information only in furtherance of the purposes and
       obligations of this Agreement. The party to whom any Confidential
       Information is disclosed shall use its best efforts, consistent with the
       manner in which it protects its own Confidential Information, to preserve
       the confidentiality of any such Confidential Information which such party
       knows or reasonably should know that the other party deems to be
       Confidential Information. Neither party shall use for its own benefit or
       disclose to third parties any Confidential Information of the other party
       without such other party's written consent.


19.    DISPUTES

               All disputes and differences between the TPA and Provider
       resulting from RCN's product, upon which an amicable understanding cannot
       be reached, will be decided by the following method:

       c)  MEDIATION THROUGH RCN

                      The TPA shall notify RCN in writing of the dispute or
           disagreement, and supply RCN with all pertinent information and state
           its position on the dispute. Upon receipt of this information, RCN
           will immediately contact the Provider and require the same
           information. RCN will then attempt to medicate the dispute to the
           mutual satisfaction of all parties. If medication is not possible
           within a reasonable time, not to exceed thirty (30) days from time of
           first notice, the following procedure will apply:

       d)  ARBITRATION

                      If the dispute cannot be resolved by the medication
           process described above, either the TPA or the Provider may elect to
           submit the dispute to binding arbitration under the rules of the
           American Arbitration Association or any other method of arbitration
           mutually agreed upon by the parties.

                  All disputes and differences regarding the terms of this
Agreement between TPA and RCN upon which an amicable understanding cannot be
reached, will be submitted to binding arbitration under the rules of the
American Arbitration Association in effect at that time.

20.    INDEPENDENT CONTRACTOR

                  In entering into and complying with this Agreement RCN is at
       all times performing as an independent contractor. Nothing in this
       Agreement shall be construed or be deemed to create a relationship of
       employer and employee, principal and agent, partnership, joint venture or
       any relationship between TPA and RCN other than that of independent
       parties contracting with each other solely to carry out the provision of
       this Agreement for the purposes recited herein.

21.    NOTICES

                  All notices, requests or correspondence required under this
       Agreement shall be in writing and delivered by United States mail to

        a)  If to RCN                           b)  If to TPA
                                                Rockport Community Network, Inc.
       Workers' Compensation                               Humana Services, Inc.
           50 Briar Hollow Lane, Suite 515 W    500 W. Main Street
           Houston, TX  77027                   Louisville, KY 40201


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<PAGE>

                  RCN shall direct all communications to the TPA at the most
current address on file. Either party shall provide written disclosure to the
other party of any address change.

22.    ATTORNEY FEES

                                  If it shall become necessary for RCN or the
       TPA to employ an attorney to enforce or defend its rights under this
       Agreement, the non prevailing party in any legal action or proceeding
       shall reimburse the prevailing party for its reasonable attorney's fees
       and costs of suit.

         14.    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 effected 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.

         15.    ASSIGNABILITY

                Neither party may assign any of its rights or delegate any of
       its duties hereunder to a non-related third party without prior written
       consent of the other party. TPA acknowledges RCN's right to assign its
       rights or delegate any of its duties hereunder to another entity
       controlled by or affiliated with Rockport Healthcare Group, Inc.

23.    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.

24.    CONTROLLING LAW

                                  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.

25.    CONFORMITY WITH STATE STATUTES

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

26.    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 the TPA and RCN. No other third party, including but not limited to
       any Provider, 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.

27.    TRADEMARKS AND COPYRIGHTS

                                  Each party acknowledges the other party's
       sole and exclusive ownership of its respective trade names, commercial
       symbols, trademarks and service marks, whether presently existing or
       later established (collectively, "Marks"). Neither party shall use the
       other party's Marks in advertising or promotional materials or otherwise
       without the owner's prior written consent. All uses of any Mark shall
       inure exclusively to the benefit of the Mark's owner. Each party


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       reserves the right to terminate any consent previously given for the use
       of a Mark by providing the other party with written notice of such
       termination. In no event shall the party's use of the other party's Mark
       continue after termination of this Agreement. Each party acknowledge that
       any use of the other party's Mark without the consent of such other party
       would cause the owner of such Mark irreparable injury, entitling it to
       obtain injunctive relief and such other remedies from the infringer as
       may be appropriate.

28.    TITLE NOT TO AFFECT INTERPRETATION

                                  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.

29.    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.


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                  IN WITNESS WHEREOF, the parties have caused this instrument to
be executed on their behalf by the duly authorized signatures on this 1st day of
April, 1999.


  FOR AND ON BEHALF OF:                       FOR AND ON BEHALF OF:

ROCKPORT COMMUNITY NETWORK, INC.            HUMANA WORKERS' COMPENSATION
                                            SERVICES, INC.

  50 BRIAR HOLLOW LANE, SUITE 515 WEST        500 W. MAIN STREET
  HOUSTON, TEXAS  77027                       LOUISVILLE, KY 40201


  -----------------------------------         ----------------------------------
  Signature                                   Signature

  -----------------------------------         ----------------------------------
  Printed Name                                Printed Name

  -----------------------------------         ----------------------------------
  Title                                                  Title

  -----------------------------------         ----------------------------------
  Date                                                   Date


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