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                            NETWORK ACCESS AGREEMENT
                                    BETWEEN
                        ROCKPORT COMMUNITY NETWORK, INC.
                                      AND
                                  TARECO, INC.
 
THIS NETWORK ACCESS AGREEMENT is by and between Rockport Community Network, Inc.
hereinafter referred to as "RCN," a Nevada corporation, and Tareco, Inc.
hereinafter referred to as "TI," a Texas corporation.
 
                                    RECITALS
 
WHEREAS RCN has entered into various agreements with its clients to make
available to its clients' eligible employees or insureds and their dependents
and other persons certain health care services at reduced costs, and
 
WHEREAS TI has entered into agreements with various providers of health care,
who have agreed to make available certain health care services at reduced costs,
hereinafter referred to as the "Network,"
 
WHEREAS RCN desires to utilize the Network of TI for the use and benefits of
RCN's clients and their eligible Qualified Participants.
 
NOW THEREFORE for and in consideration of the premises and the mutual covenants
in this agreement, the receipt and adequacy of which are acknowledged, RCN and
TI agree as follows:
 
                                I.  DEFINITIONS
 
For the purpose of this agreement, certain terms are defined as follows:
 
  1.1   AGREEMENT:  This RCN agreement between RCN and TI.
 
  1.2   NORMAL OR BILLED CHARGES:  This charge of participating providers,
        physicians, or hospitals for a service, based upon fees that are usual
        and customary to that provider and consistent with community standards
        or based upon hospital standard charges, as adjusted from time to time
        by participating providers, physicians, or hospitals during the term of
        this agreement and before any discount is applied in accordance with
        this agreement.
 
  1.3   QUALIFIED PARTICIPANT:  Any individual eligible to receive covered
        health care services through the network.
 
  1.4   PARTICIPATING HOSPITALS:  Any hospital that has an agreement with TI to
        provide hospital services to Qualified Participants at reduced rates.
 
  1.5   PARTICIPATING PROVIDER:  Those hospitals, physicians, and other
        organizations or individuals who have agreements directly with TI or
        have subcontracted with a party who has an agreement with TI to provide
        certain health care services to Qualified Participants at reduced rates.
 
  1.6   CLIENTS:  Any employer, third-party administrator, trust, insurance
        company, or entity that has entered into a contract with RCN to obtain
        services for Qualified Participants from participating providers.
 
  1.7   THIRD-PARTY ADMINISTRATOR:  Any organization that, through a contract
        with a Client, is responsible for the administration of claims (also
        called "claims payor").
 
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                               II.  DUTIES OF RCN
 
  2.1   INCENTIVES AND PROMOTIONS:  RCN shall only accept as Clients those
        organizations and entities that establish and maintain significant
        incentives that will encourage Qualified Participants to obtain health
        care services from participating providers. Clients shall be required to
        use its best efforts to communicate and promote the use of the network
        to the Qualified Participants and to provide RCN with appropriate
        information relating to Qualified Participants. RCN shall require the
        right to review all plan documents, descriptions, and other information
        furnished to Qualified Participants regarding the network.
 
  2.2   REPRICING:  Initially, TI will reprice bills for health services
        rendered to Qualified Participants within 48 hours of receipt of claim.
        As soon as RCN can demonstrate to TI's satisfaction that they are
        prepared to reprice, RCN shall receive bills for health services
        rendered to their Client's Qualified Participants from either the
        provider, the client or the clients contracted claims payor, apply the
        discounts in the provider's agreement with TI, and send the repriced
        bills to Client or claims payor for adjudication and payment with a copy
        to TI.
 
  2.3   REPORTS:  Initially, TI will provide RCN with a monthly report of each
        claim repriced that month showing billed charges, savings, PPO rate and
        fee charged if the fee is based on a percentage of savings. As soon as
        RCN can demonstrate to TI's satisfaction that they are prepared to
        reprice, RCN shall provide TI with a monthly report of each claim
        repriced that month showing billed charges, savings, PPO rate and fee
        charged if the fee is based on a percentage of savings for the claims
        processed for their Clients. The report will also reflect for those
        Client's charges a capitated per Qualified Participant, per month fee
        and have Qualified Participants located in currently contracted areas,
        the name of the client, number of Qualified Participants, per month rate
        and the total fee charged for those Qualified Participants.
 
  2.4   IDENTIFICATION:  RCN shall require its Clients to agree that it shall
        require all of their Qualified Participants to identify themselves as
        RCN/Tareco PPO members to TI's facilities and physicians at the time
        health care services are required.
 
  2.5   NOTIFICATION OF COMPLAINTS:  RCN agrees to refer to TI in a timely
        manner any complaint, controversy or contract problem arising out of
        delivery of services by TI's participating providers.
 
  2.6   RCN agrees to inform, encourage and where possible, enforce a prompt
        payment schedule on its Clients. All provider contracts are payable
        within thirty (30) days of receipt of all necessary information to
        complete the claim or the claim shall be paid at billed charges.
 
                               III.  DUTIES OF TI
 
  3.1   PROVIDERS:  TI shall provide a network of providers located in the state
        of Texas that shall have entered into an agreement, directly or through
        an entity that has the right to enter into such an agreement on their
        behalf, to provide certain health care services to Qualified
        Participants for fees that are less than their usual and customary fees.
 
  3.2   PROVIDER LOCATIONS:  TI shall provide RCN with a current list of
        participating providers monthly.
 
  3.3   CONTRACTUAL RATES:  TI shall provide RCN with all of the information
        necessary to apply the contractual rates of the providers to the health
        claims of RCN's Clients in an accurate manner.
 
  3.4   HOSPITAL ADMISSIONS:  TI shall, unless otherwise set forth in this
        agreement or an attachment hereto, require that Qualified Participants
        of RCN's Clients requiring admission to a participating hospital be
        considered for admission in accordance with the policies and procedures
        of participating hospitals.
 
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  3.5   PHYSICIAN SERVICES:  TI shall use its best efforts to require
        participating physicians, according to individual provider agreements
        with TI, to make available to RCN's Client's Qualified Participants
        their usual and customary services.
 
  3.6   RESULTS, ACCESS, QUALITY, AND AVAILABILITY OF SERVICES:  TI does not
        guarantee the results of, quality of, availability of, or access to
        services provided under the network that Qualified Participants seek
        from participating provider. In the event a Qualified Participant cannot
        obtain services from a participating provider, TI shall not be
        responsible for any portion of the costs relating to such services
        obtained from a non-participating provider.
 
  3.7   CREDENTIALING:  TI shall warrant that credentialing standards and
        practices have been adhered to by their staff in accordance with the
        usual and customary practices in the industry. TI shall be solely,
        exclusively and independently liable for the negligent review and/or
        approval of its provider's credentials, and with respect hereto, shall
        hold RCN and its Clients harmless. TI agrees to immediately notify RCN
        of any changes in the credentials of a provider(s).
 
  3.8   NOTIFICATION TO PROVIDERS:  TI shall transmit in a timely manner to
        their providers, notification of this Network Access Agreement and
        instructions regarding compliance with the administrative procedures,
        billing and accounting procedures and any utilization program required.
 
                            IV.  PAYMENT AND CHARGES
 
  4.1   ACCESS FEES:  RCN agrees to pay to TI monthly access fees to use the TI
        network as follows:
 
        RCN Clients with fee based on a percentage of savings--RCN agrees to pay
        an access fee for each claim submitted by its Clients using the
        participating providers of TI's Network and repriced by RCN equal to
        forty percent (40%) of the net fee billed and collected by RCN for the
        claim.
 
        RCN Clients with fixed fee based on per Qualified Participant, per
        month--RCN agrees to pay an access fee for each of its Client's
        Qualified Participants where a TI participating provider is located or
        available equal to forty percent (40%) of the net monthly fee charged to
        the Client by RCN for those Qualified Participants.
 
  4.2   ADJUSTMENTS:  Any adjustment by RCN to a prior month's billing for a
        client reducing or increasing the fees above will be reflected on the
        current month's payment to TI.
 
  4.3   PAYMENTS:  All payments from RCN to TI for a month's activity will be
        paid within 15 days after they have been received from Clients by RCN.
 
                          V.  RELATIONSHIP OF PARTIES
 
  5.1   INDEPENDENT CONTRACTORS:  RCN is an independent contractor and is not an
        agent or employee of TI, and nothing in this agreement shall be
        construed to create a relationship of employee-- employer or
        agent--principal.
 
  5.2   TI'S RELATIONSHIP TO PROVIDERS:  RCN acknowledges that TI makes no
        representation or warranty regarding the quality or availability of the
        services of the participating providers, and TI shall not be responsible
        for any claim or expense that arises from such services, the failure or
        refusal to provide such services, or the provision of such services to
        individuals not eligible. RCN acknowledges that the discounts provided
        under the network are subject to change without notice and that such
        discounts may not apply to all services provided by participating
        providers.
 
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  5.3   PROVIDER--PATIENT RELATIONSHIP:  Participating providers are exclusively
        responsible for the maintenance of the physician--patient and
        hospital--patient relationship with Qualified Participants and are
        solely responsible to such persons for all services.
 
                              VI.  INDEMNIFICATION
 
  6.1-1 INDEMNIFICATION OF TI:  In addition to the other indemnity provisions of
        this agreement, RCN agrees to indemnify and hold TI and its officers,
        directors, employees, and agents harmless from all claims, causes of
        action, and damages of whatever nature arising out of the acts or
        omissions of RCN. This indemnity shall extend to and include all costs
        and expenses, including attorney's fees and costs of court, incurred by
        RCN in any lawsuit, threatened litigation, arbitration, dispute
        resolution proceeding, bankruptcy, or administrative proceeding.
 
  6.1-2 INDEMNIFICATION OF RCN:  In addition to the other indemnity provisions
        of this agreement, TI agrees to indemnify and hold RCN and its officers,
        directors, employees, and agents harmless from all claims, causes of
        action, and damages of whatever nature arising out of the acts of
        omissions of TI. This indemnity shall extend to and include all costs
        and expenses, including attorney's fees and costs of court, incurred by
        RCN in any lawsuit, threatened litigation, arbitration, dispute
        resolution proceeding, bankruptcy, or administrative proceeding.
 
  6.2   LEGAL DEFENSE:  The defense of any legal action instituted on a claim
        for benefits under the network shall not be an obligation of RCN. RCN
        shall, however, cooperate with TI by furnishing such material or
        information as is available in connection with the defense of any such
        action.
 
  6.3   RCN NOT GUARANTOR OR INSURER:  RCN will not be liable for the payment of
        any claims relating to benefits provided under this agreement. RCN is
        neither the insurer, guarantor, indemnifier, nor underwriter of Client's
        responsibility to provide benefits to Qualified Participants.
 
                    VII.  TERM AND TERMINATION OF AGREEMENT
 
  7.1   TERM:  This agreement shall remain in force and effect for a term of one
        year commencing on June 1, 1998, the "effective date," and expiring on
        May 31, 1999, the "Term," and automatically renew unless either party
        notifies the other party not later than thirty days prior to the renewal
        date.
 
  7.2   NOTICE OF TERMINATION:  Either party, at any time during the term of
        this agreement, may cancel this agreement, with or without cause, upon
        providing the other party with sixty days' prior written notice.
 
  7.3   EFFECT OF TERMINATION:  Termination of this agreement shall not affect
        the rights and obligations of the parties arising out of transactions
        occurring prior to termination. RCN acknowledges that the participating
        provider may refuse to provide services at a discount immediately upon
        termination even if a Qualified Participant's hospitalization or course
        of treatment is not yet complete.
 
  7.4   AUTOMATIC TERMINATION:  This agreement shall automatically terminate
        upon business failure of the parties, appointment of a receiver or
        trustee for any asset or assets or operations of the parties, insolvency
        or the commission of any act of bankruptcy by the parties, assignment
        for the benefit of creditors, the commencement of any proceedings under
        any bankruptcy or insolvency law or against the parties, or levy,
        seizure, or attachment of any assets of the parties.
 
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                              VIII.  MISCELLANEOUS
 
  8.1   LEGAL FEES AND COSTS:  If any action at law or in equity, including an
        action for declaratory relief, is brought to enforce any covenant or
        provision contained herein, the prevailing party in such litigation
        shall be entitled to recover reasonable attorneys' fees from the other
        party, which fees may be sent by the court in the trial of such action
        or may be enforced in a separate action brought for that purpose, and
        which fees shall be in addition to any other relief that may be awarded.
 
  8.2   CHOICE OF LAW AND VENUE:  This agreement shall be construed under and in
        accordance with the law of the state of Texas, and all obligations of
        the parties created hereunder are performable in Harris County, Texas.
 
  8.3   ASSIGNMENT:  This agreement in whole or in part shall not be assigned
        without the prior written consent of the other party.
 
  8.4   WAIVER OF BREACH:  the waiver by either party of breach or violation of
        any provision of the agreement shall not operate as, nor be construed to
        be, a waiver of any subsequent breach of the same or other provision
        hereof.
 
  8.5   FORCE MAJEURE:  Neither party shall be liable nor deemed to be in
        default for any delay or failure to perform under this agreement deemed
        to result, directly or indirectly, from acts of God, civil or military
        authority, acts of public enemy, war, accidents, fires, explosions,
        earthquake, floods, failure of transportation, strikes or other work
        interruptions by either party's employees, or any other cause beyond the
        reasonable control of either party.
 
  8.6   NOTICE:  Any notice, demand, or communication required, permitted, or
        desired to be given hereunder shall be deemed effectively given when
        personally delivered or mailed by prepaid certified mail, return receipt
        requested, addressed as follows:
 
               Rockport Community Network, Inc.
 
                                                Larry K. Hinson
                                                Secretary-Treasurer
                                                50 Briar Hollow Lane, Suite 515W
                                                Houston, TX 77027
 
               Tareco, Inc.
 
                                                William O'Keefe
                                                One Cornerstone Plaza
                                                P.O. Box 680185
                                                Houston, Texas 77268-0185
 
        or to such other address and to the attention of such other person or
        officer as either party may designate in writing
 
  8.7   SEVERABILITY:  In the event any provision of this agreement is held to
        be invalid, illegal, or unenforceable for any reason and in any respect,
        such invalidity, illegality, or unenforceability shall in no event
        affect, prejudice, or disturb the validity of the remainder of this
        agreement, which shall be in full force and effect, enforceable in
        accordance with its terms.
 
  8.8   ENTIRE AGREEMENT/AMENDMENT:  This agreement supersedes all previous
        contracts and constitutes the entire agreement between or among the
        parties. No party shall be entitled to benefits other than those
        specified herein. As between or among the parties, no oral statements or
        prior written material not specifically incorporated herein shall be of
        any force and effect. The parties specifically acknowledge that in
        entering into and executing this agreement, the parties rely solely upon
        the representations and agreements contained in this agreement and that
        all
 
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        representations or agreements, whether written or verbal, not expressly
        incorporated herein are superseded, and no changes in or additions to
        this agreement shall be recognized unless and until made in writing and
        signed by all parties hereto.
 
  8.8   COUNTERPARTS:  This agreement may be executed in two or more
        counterparts, each and all of which shall be deemed an original and all
        of which together shall constitute but one and the same instrument.
 
  8.9   REFERENCE TO RCN:  RCN agrees that TI may refer to RNCI in informing
        participating providers and potential participating providers about the
        organizations, funds, and employers participating in the network.
 
  8.10  THIRD-PARTY RIGHTS:  This agreement is entered into by and between the
        parties hereto and for their benefits. No third party shall have any
        right to enforce or enjoy any benefit created or established under this
        agreement.
 
  8.11  HEADINGS:  The headings used in this agreement are used for
        administrative services only and do not constitute substantive matter to
        be considered in construing the terms of this agreement.
 
The parties hereto have caused this agreement to be executed in multiple
originals by their duly authorized officers, as of the 29th day of May, 1998.
 
<TABLE>
<CAPTION>
<S>                                           <C>
ROCKPORT COMMUNTIY NETWORK, INC.              TARECO, INC.
 
By: /s/ WILLIAM O'KEEFE                       By: /s/ HARRY M. NEER
---------------------------------------       ---------------------------------------
Title: Pres                                   Title: President
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Date: 5/29/98                                 Date: 5/29/98
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