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                         MEDVIEW SERVICES, INCORPORATED
                            NETWORK ACCESS AGREEMENT


   THIS NETWORK ACCESS AGREEMENT (the "Agreement") is made this 1ST day of 
DECEMBER, 1997 ("Effective Date"), and is by and between MEDVIEW SERVICES, 
INCORPORATED Florida corporation ("MedView"), and ROCKPORT COMMUNITY NETWORK, 
INC., a HOUSTON, TEXAS corporation ("Company"), together referred to 
hereinafter as the "parties."

   WHEREAS, MedView has developed and operates health care provider networks 
comprised of primary care physicians, specialists, hospitals, pharmacies, 
ancillary health care professionals and other health care providers which 
have contracted with MedView to provide health care services to Subscribers 
who are referred through the Network(s); and

   WHEREAS, commencing on the Effective Date and continuing until the 
expiration or termination of this Agreement, MedView agrees to grant Company 
access to all or certain portions of its Network(s) and its negotiated 
Network Provider rates, for the purpose of facilitating the provision of 
health care services to Subscribers.

   NOW, THEREFORE, in consideration of the following terms and conditions and 
the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

   1.1 "Client" means a person or entity which has authorized Company to 
enter into a network access agreement for the benefit and on behalf of such 
Client and (a) that is responsible to pay for Covered Services provided to 
Subscribers ("Payor") or (b) that has been authorized by a Payor, as such 
Payor's third party administrator or contractor to Payor ("Contractor") to 
administer or reprice claims or (c) where Company is an insurer, Client is 
its insured.

   1.2 "Covered Services" means those medically necessary health care 
services, medications, equipment and supplies to which a Subscriber is 
entitled in accordance with applicable law or pursuant to a Health Benefits 
Program.

   1.3 "Networks" means the preferred provider programs and health care 
delivery systems developed and/or operated by MedView.

   1.4 "Network Providers" means health care professionals, such as primary 
care physicians, specialists, ancillary providers, hospitals, clinics and 
other health care facilities, that have directly or indirectly contracted 
with MedView to participate in its Network(s).

   1.5 "Service Area(s)" in the context of Covered Services means those 
geographic areas in which MedView has established Network(s), and which are 
identified by Company on Attachment I as areas in which MedView's Network(s) 
will be accessed hereunder.

   1.6 "Subscriber" means a person eligible to receive health care benefits 
by reason of an injury suffered by Subscriber in the course of Subscriber's 
employment or pursuant to Subscriber's group health or automobile medical 
insurance or a health care benefits plan or program sponsored or provided by 
Company or a Company Client ("Health Benefits Program").

2. MEDVIEW'S OBLIGATIONS

   2.1 MedView shall require that its Network Providers be, and at all times 
during the term of this Agreement, remain authorized and duly licensed to 
provide Covered Services to Subscribers, and shall provide

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evidence of such licensure to Company upon its reasonable request.

   2.2 MedView shall contract with Network Providers which have appropriate 
professional credentials, including but not limited to, unrestricted 
admitting privileges at a Network Provider hospital, and shall require them 
to maintain malpractice insurance coverage in such amounts as are consistent 
with industry and community standards. MedView shall be responsible for 
credentialing and re-credentialing Network Providers, and by requiring 
Network Providers to submit copies of current medical licenses and 
certificates of malpractice insurance, board specialty and DEA privileges. A 
copy of MedView's current Network Provider credentialing standards and 
criteria is attached hereto as Attachment II.

   2.3 MedView shall contract with Network Providers which have agreed to 
provide Covered Services to Subscribers substantially in accordance with the 
terms of this Agreement. MedView will require Network Providers to perform 
Covered Services for Subscribers in the same manner and pursuant to the same 
professional medical standards offered to all of their patients, and such 
providers shall provide said services in the most efficient and prompt manner 
available, including giving priority attention to the scheduling of 
Subscribers' medical services.

   2.4 MedView will further require Network Providers to agree not to 
differentiate or discriminate in the treatment of Subscribers or in the 
quality of services delivered to Subscribers on the basis of race, sex, age, 
religion, place of residence, health status or source of payment.

   2.5 MedView shall provide, on a monthly basis or more frequently as 
reasonably required by Company, updated information in a mutually acceptable 
format regarding Network Provider effective dates and termination dates, 
current listings of Network Providers, including names, billing addresses, 
facility office addresses, telephone numbers, tax identification numbers, and 
in the case of physicians, their specialties, and, where Company is 
performing repricing, Network Provider contract rate information, and any 
other relevant information known to MedView about the Network Providers in 
its Network(s).

   2.6 MedView shall continue to develop its Network(s) in ways which ensure 
that the Network Provider mix can provide a full range of providers in 
sufficient numbers and specialties to meet the needs of Clients in the Service 
Area(s).

3. COMPANY'S OBLIGATIONS

   3.1 Company shall use its best efforts to notify MedView no less than 
thirty (30) days prior to the implementation date of a new Client to allow 
for adequate Network Provider communications and verification of Clients' 
implementation information.

   3.2 Company shall identify MedView's Network(s) by using MedView's name on 
Subscriber identification cards, and Network Provider directories. Company 
shall use, or require Clients' use of, MedView's logos and stylized service 
marks on Subscribers' identification cards and Network Provider directories 
to ensure Network recognition. Company may not otherwise use MedView's names 
and trademarks without its prior written permission.

   3.3 Company shall ensure that all Clients seeking access to MedView's 
Network(s) for group health purposes, shall have established and implemented, 
prior to the initiation and for the duration of access to MedView's 
Network(s), tangible steering mechanisms designed to direct Subscribers to 
Network Providers ("Steering Mechanisms"). These Steering Mechanisms shall 
include Plan Design, or comparable financial incentives and/or discentives 
program, and the issuance and required use by Subscribers of identification 
cards, and may also include distributing Network Provider directories to 
Subscribers, the use of wall cards, and educating Subscribers on, and 
encouraging the use of, toll-free referral telephone numbers. Company 
acknowledges and agrees that Network Provider contract rates may not apply to 
claims for group health Covered Services where Clients have failed to 
implement Steering Mechanisms.

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     3.4   Company shall promptly, but in no event later than ten (10) days 
after Company learns of such claims, notify MedView in writing of any 
disputes regarding adjustments to Network Provider bills, including any and 
all claims, demands or lawsuits threatened or brought against Company, 
Company Clients or Subscribers relating to Covered Services provided 
hereunder. Company shall thereafter promptly provide MedView with all 
information and documents relevant to the dispute, and shall allow MedView 
the opportunity to intervene in an attempt to resolve such disputes or claims.

     3.5   Company must print its own Network Provider directories or 
purchase same from MedView at MedView's cost plus ten percent (10%).

     3.6   Company agrees to make full and adequate disclosure of all facts 
required by state and federal statutes and regulations to be disclosed to all 
of its employer and plan administrators Clients utilizing MedView's 
Network(s).

     3.7   Company shall, on behalf of Company Clients, collect and remit 
payment to Network Providers promptly and within the time mandated by 
applicable law. Company acknowledges and agrees that Network Provider 
contracted rates may not apply to Network Provider bills paid more than 
thirty (30) days after the date the bill is submitted by the Network Provider 
for payment.

     3.8   Company shall use its best efforts to encourage Company Clients to 
utilize MedView's Network(s) in all Services Area(s) in which they have 
business facilities, employee sites or insureds.

     3.9   Company shall promptly pay MedView's access fees in accordance 
with Section 5 herein.

4.   NETWORK ACCESS

     4.1   MedView shall facilitate the provision of Covered Services by 
Network Providers at such times, and in such locations within the Service 
Area(s), as shall be necessary for the prompt and proper rendition thereof, 
in order to fulfill its obligations under this Agreement. The scope of 
Network access to be provided to Company hereunder shall be as outlined on 
Attachment III.

     4.2   The lines of Health Benefits Program business for which Company 
shall have access to MedView's Network(s) are described on Attachment IV.

     4.3   MedView has the right to offer Network access to any Client in any 
service area in which Company has not accessed MedView's Network(s) hereunder.

     4.4   The right of Network access established herein shall not be 
construed to permit Company to afford direct or indirect access to MedView's 
Network(s) to other health care networks or managed care organizations, 
unless Company obtains MedView's prior written consent to such secondary 
Network access.

5.   NETWORK ACCESS FEES

     5.1   As compensation to MedView for Company's access to its Network(s), 
MedView shall be entitled to receive from Company the Network access rates 
referenced on Attachment V.

     5.2   For purposes of this Agreement, "Savings" shall be defined in the 
context of workers' compensation business as (a) in fee schedule states, the 
difference between the state-mandated fee schedule and the Network Provider 
contracted rate, and (b) in non-fee schedule states, the difference between 
the billed charge and the Network Provider contract rate. "Savings" shall be 
defined in the context of other lines of Health Benefits Program business as 
the difference between billed charge and the Network Provider contracted rate.

     5.3   Network access fees applicable to Company shall remain in effect 
during the initial year of the term of this Agreement, and thereafter shall 
be subject to adjustment on an annual basis on the anniversary of the

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Effective Date by mutual written agreement of the parties.

     5.4   Network Provider bill repricing will be preformed by the party 
specified in Attachment VI, and will be performed in accordance with the 
criteria referenced therein.

     5.5   Company shall, within thirty (30) days after the close of any 
month in which Covered Services are provided to Subscribers, remit the 
appropriate access fee to MedView. In the event Company fails to remit the 
appropriate access fee within said thirty (30) day period, (a) a late charge 
of five percent (5%) of the outstanding monthly access fee shall be attached, 
and (b) interest shall accrue on the outstanding balance from the due date at 
the highest rate allowed by law. In the event late charges are deemed to be 
interest and the aggregate of accrued interest and late charges exceed the 
highest rates then allowed by Michigan law, the aggregate of interest and 
late charges shall be reduced to comply with Michigan usury statutes 
currently in effect.

6.  GENERAL PROVISIONS

    6.1  CONFIDENTIALITY. The parties agree to preserve as confidential the 
other parties' trade secrets, Client lists and rates, Network Provider data 
base information and contracted rates, software, systems and data processes, 
plans and procedures, confidential marketing, pricing and Network Provider 
rate information (collectively "Confidential Information"). Except with the 
express written consent of the protected party, the other party shall not 
disclose to others or take or use for its own purposes or the purposes of 
others at any time, any Confidential Information which may have been or may be 
obtained by it by reason of its relationship with the protected party. This 
provision shall not apply to information which is commonly known or otherwise 
in the public domain.

    6.2  INDEMNIFICATION. Each party shall indemnify and hold the other 
harmless from and against any and all claims, losses, liabilities, damages, 
costs, penalties, interest and expenses, including reasonable attorneys' fees 
arising from such party's actions or omissions regarding its obligations 
under this Agreement. Further, Company shall indemnify and hold MedView 
harmless from any claims by Network Providers or other third parties arising 
from or relating to Company's failure to fully comply with its obligations 
pursuant to Section 3.3 herein or Company Clients' failure to utilize 
financial incentives programs in the context of group health business. 
Notwithstanding the foregoing provisions, no party shall be liable to the 
other party nor provide any indemnification protection whatsoever regarding 
claims of professional negligence by patients against or involving Network 
Providers.

     6.3  NONSOLICITATION. Company agrees that, for so long as Company is 
accessing MedView's Network(s) pursuant to this Agreement, Company shall not 
directly or indirectly communicate with Network Providers for the purpose of 
negotiating with such Network Providers to enter into preferred provider 
organization or manage care organization contracts with, or on behalf of, 
Company.

     6.4  LIABILITY INSURANCE. MedView and Company agree to obtain and keep 
in force all appropriate insurance coverages, with limits that are reasonable 
and customary for their businesses to cover liabilities and claims which may 
arise in relation to or in connection with this Agreement.

7.  TERM AND TERMINATION

    7.1  This Agreement shall commence on the Effective Date and shall 
continue in full force and effect for a period of one (1) year, subject only 
to the early termination provisions of Section 7.2. It shall thereafter 
automatically renew for successive one (1) year periods unless the party 
seeking not to renew gives written notice to the other at least ninety (90) 
days prior to expiration of the then-current term. Termination of this 
Agreement shall not relieve either party of its obligations which arose prior 
to the effective date thereof.

    7.2  Either party may terminate this Agreement (i) without cause upon 
giving one hundred eighty (180) days prior written notice to the other, or 
(ii) if either party materially breaches this Agreement in any manner, and 
such breach continues for a period of thirty (30) days after written notice 
is given to the breaching


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party, specifying the nature of the breach and requesting that it be cured.

8.   MISCELLANEOUS

     8.1  INDEPENDENT CONTRACTOR.  MedView and Company are, and shall at all 
times during the term of this Agreement remain, independent contractors for 
purposes of this Agreement.

     8.2  ASSIGNMENT.  This Agreement cannot be assigned by either party 
without the mutual written consent of the other parties.

     8.3  NO THIRD PARTY BENEFICIARIES.  Nothing contained herein shall be 
construed to give any person other than the parties hereto any legal or 
equitable right, remedy or claim, under or with respect to this Agreement.

     8.4  GOVERNING LAW, JURISDICTION AND VENUE.  The terms of this Agreement 
shall be governed by and construed in accordance with the laws of the State 
of Michigan, and the parties hereto consent to jurisdiction and venue in the 
state and federal courts located in Oakland County, Michigan.

     8.5  SURVIVAL.  The provisions of Sections 5.5, 6.1, 6.2, 6.3 and 8.7 
shall survive the termination of this Agreement.

     8.6  ENTIRE AGREEMENT; AMENDMENTS.  This Agreement and all attachments 
and other documents furnished pursuant to this Agreement, and expressly made 
a part hereof, shall constitute the entire agreement relating to the subject 
matter hereof betweeen the parties hereto. No modifications, waivers or 
amendments shall be effective unless in writing and signed by both parties.

     8.7  ATTORNEYS' FEES.  In the event of any litigation between the 
parties to enforce any provision of this Agreement or to protect or establish 
any right or remedy of any party hereunder, the prevailing party shall be 
entitled to an award of legal fees and costs of proceedings, including but 
not limited to reasonable attorneys' fees, expert witness fees, and legally 
recoverable expenses iuncurred by such prevailing party in connection with 
such dispute.

     IN WITNESS WHEREOF, authorized representatives of the parties have 
confirmed the Agreement of the parties to the foregoing terms as of the date 
first set forth above by affixing their signatures below.

MEDVIEW:                                COMPANY:

MEDVIEW SERVICES, INCORPORATED          ROCKPORT COMMUNITY NETWORK, INC.

By: /s/ [Illegible]                     By: /s/ Michael E. Kove
   ----------------------------         --------------------------------
Its: Sen R.V.P.                         Its: President
    ---------------------------             ----------------------------

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                                  ATTACHMENT I

                                 Service Area(s)


                              NATIONAL SERVICE AREA

<PAGE>


                                        ATTACHMENT II

                               MedView's Credentialing Requirements

-  Valid and current DEA certificate

-  Valid, current and sufficient medical malpractice coverage as follows:

          $100,000/$300,000 for Internal Medicine, Pediatrics, General 
          Practice and Family Practice (not practicing Obstetrics). All other
          providers must carry $1,000,000/$3,000,000 or as dictated by the
          medical staff bylaws of participating hospital.

-  Valid and current medical license

-  No recorded conviction or charge of a criminal offense

-  No recorded expulsion or suspension from receiving payment under Medicare 
   or Medicaid programs

-  No recorded revocation or limitation of medical license

-  Willingness to participate in review functions of utilization review and 
   quality assurance programs

-  Admitting privileges to, and be in good standing with, a hospital

-  No involuntary reduction or scope of admitting privileges at any hospital

-  Never been subject to any medical staff monitoring or special review 
   activity of public record or reasonably discoverable upon proper inquiry

-  Each hospital who is a provider shall be and shall remain accredited by 
   the JCAHO

Credentialing Process

1.  Provider completes application and forwards to MedView.

2.  Provider application is reviewed by the provider relations staff. Any 
    providers with a history of litigation are sent to the medical director for
    review.

3.  Upon receipt of provider credentialing approval, the facilities are visited
    and equipment, facility inspection and staffing levels are observed.

4.  Contracted facilities receive periodic visits to verify that facilities
    continue to meet MedView standards, following network inclusion.

5.  All providers are re-credentialed every two years.


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                                        ATTACHMENT III

                                        SCOPE OF ACCESS
                                  CLIENT SPECIFIC EXCLUSIVITY

A.  CLIENTS.

    The scope of Company's permitted access to MedView's Network(s) shall 
extend to permit the following Clients or classes of Clients to have access 
to MedView's Network(s), for the lines of business referenced on Attachment IV:

CHECK ALL THAT APPLY:

TYPES OF CLIENTS

     / /  Participating Employer Insureds (WHERE COMPANY IS AN INSURANCE
          COMPANY)

     / /  Member Employer Groups (WHERE COMPANY IS A SELF-INSURANCE FUND OR
          PURCHASING GROUP)

     /X/  Employer Clients (WHERE COMPANY IS A BILL REVIEW COMPANY OR A THIRD
          PARTY ADMINISTRATOR)

     / /  Employer Clients

     / /  Units, Divisions or Branch Officers of Employer (WHERE COMPANY IS A 
          SELF-INSURED EMPLOYER)

B.  CLIENT EXCLUSIVITY.

    During the term of this Agreement, the Company shall use its best efforts 
to promote the selection of the MedView Network(s) to Company Clients in the 
Service Area(s), and such other service areas as the parties may, from time 
to time, agree to access. Each Company Client which accesses MedView's 
Network(s) hereunder shall exclusively utilize the MedView Network(s) in the 
Service Area(s) accessed to the extent this is subject to Company's control. 
Stated another way, once a Company Client determines to access MedView's 
Network in a particular Service Area, said Client must agree to abide by 
MedView's requirements herein relating to exclusivity, and shall be prohibited 
from accessing any network other than MedView's Network in the accessed 
Service Area for the duration of the term of the Company's access to the 
MedView Network. In the event a Company Client fails to abide by this 
exclusivity requirement, Company shall immediately terminate Network access to 
such Client.


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                                        ATTACHMENT IV

                           HEALTH BENEFITS PROGRAM LINES OF BUSINESS

CHECK ALL THAT APPLY:

     /X/  Workers' Compensation

     /X/  Group Health

     / /  Automobile Medical (including personal injury protection, assigned 
          risk, but not to include uninsured motorist coverage or assigned
          claims)

     / /  General Liability


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                                  ATTACHMENT V

                              NETWORK ACCESS RATES
                             WORKERS' COMPENSATION



     Company shall pay EIGHTEEN percent (18%) of Savings for Network access 
for workers' compensation business.

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                                  ATTACHMENT V

                              NETWORK ACCESS RATES
                                  GROUP HEALTH



     Company shall pay N/A ($._____) per member per month ("PMPM") for 
hospital only access and SEE BELOW cents ($._____) PMPM for hospital and 
other provider access, where the Company's Client's method of payment is 
based upon capitated payments and EIGHTEEN (18%) of Savings for hospital and 
other provider access, where Company's Client's method of payment is based on 
percentage of Savings and such Client has a Plan Design in place.

<TABLE>
<CAPTION>
             NUMBER OF LIVES             PEPM
             ---------------             ----
             <S>                         <C>
               0     -  25,000           $2.50
              25,001 -  50,000            2.35
              50,001 - 100,000            2.25
             100,000 +                    2.00
</TABLE>



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                                 ATTACHMENT VI

                        NETWORK PROVIDER BILL REPRICING
                               COMPANY REPRICES


     1.   In the event, upon prior written notice to MedView, Company 
requests to perform Network Provider bill repricing, Company must be 
preapproved by MedView, and must satisfy MedView's attached minimum 
repricing, audit and data field requirements, including criteria for 
identification of Network charges, savings, compensable claims and other data.

     2.   Company must provide to MedView monthly cost savings and 
utilization review reports as outlined in the attached repricing criteria.

     3.   Company shall be required to attach an Explanation of Benefits 
("EOB") for each Network Provider bill which identifies the MedView Network 
and which indicates the Network Provider, the billed charges and adjustments.

     4.   Clients and Company shall identify MedView (using MedView's logo) 
and Company on Subscriber group health identification cards, EOBs and Network 
Provider directories to ensure Network Provider recognition. MedView's names 
and trademarks may not otherwise be used without its prior written permission.

     5.   Company shall perform repricing of claims in Service Area(s) with 
the Network and Provider appropriately identified.

     6.   Company agrees that the Network Provider data bases of MedView that 
are in the possession of the Company cannot be released by the Company to its 
Clients. Provider data bases audits will be accomplished by MedView with 
notification to the Company no less than fifteen (15) days in advance of the 
date on which it desires to undertake the audit. Audits shall be performed no 
more frequently than once each quarter, unless MedView identifies substantive 
issues which may negatively impact MedView or its Network. Audits may be 
performed as frequently as needed to ensure that the Company is meeting 
operational standards. The audit shall be conducted entirely at the auditing 
party's expense, and will be coordinated through the Company's offices to 
accommodate Client confidentiality and competitive sensitivities.