<PAGE>
                            NETWORK ACCESS AGREEMENT
                                    BETWEEN
                        ROCKPORT COMMUNITY NETWORK, INC.
                                      AND
                          F. A. RICHARD AND ASSOCIATES
 
THIS NETWORK ACCESS AGREEMENT is by and between Rockport Community Network, Inc.
hereinafter referred to as "RCN," a Nevada corporation, a wholly- owned
subsidiary of Rockport Healthcare Group, Inc., and F. A. Richard and Associates,
Inc. hereinafter referred to as "FARA," a Louisiana corporation.
 
                                    RECITALS
 
WHEREAS RCN, or one of its affiliated (sister) companies plans to sell, issue
and service a Medical Access Discount Card to the uninsured, uninsurable and
underinsured individuals in the State of Louisiana and elsewhere so that these
individuals may receive health care services at reduced costs, and
 
WHEREAS FARA has entered into agreements with various providers of health care
in the State of Louisiana 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 FARA in the State of Louisiana,
for the use and benefits of RCN's 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
FARA agree as follows:
 
                                1.  DEFINITIONS
 
For the purpose of this agreement, certain terms are defined as follows:
 
  1.1   AGREEMENT:  This RCN agreement between RCN and FARA.
 
  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:  Individuals and/or families eligible to receive
        contracted rates by virtue of their verified participation in the
        Medical Access Discount Card Program, which is neither an insurance or
        benefit plan. For services rendered to Qualified Participants of the
        Medical Access Discount Care Program, Participating Provider can and
        should make payment arrangements prior to the delivery of care with the
        patient or responsible party. Services provided under the provision of
        the Medical Access Discount Card must be documented by a receipt that
        the Qualified Participant may use for tax purposes or in conjunction
        with other coverage. Participating Provider can pursue collection
        efforts directly with these Qualified Participants if necessary.
        Qualified Participants have agreed to pay for such services, pursuant to
        a Payor Agreement with RCN.
 
  1.4   PARTICIPATING HOSPITALS:  Any hospital that has an agreement with FARA
        to provide hospital services to Qualified Participants at reduced rates.
 
                                       1
<PAGE>
  1.5   PARTICIPATING PROVIDER:  Those hospitals, physicians, and other
        organizations or individuals who have agreements directly with FARA or
        have subcontracted with a party who has an agreement with FARA to
        provide certain health care services to Qualified Participants at
        reduced rates.
 
  1.6   THIRD-PARTY ADMINISTRATOR:  Any organization that, through a contract
        with a Client, is responsible for the administration of claims (also
        called "claims payor").
 
                               2.  DUTIES OF RCN
 
  2.1   INCENTIVES AND PROMOTIONS:  RCN Medical Access Discount Card Program
        shall establish and maintain significant incentives that will encourage
        Qualified Participants to obtain health care services from participating
        providers. RCN shall be required to use its best efforts to communicate
        and promote the use of the network to the Qualified Participants.
 
  2.2   REPRICING:  RCN shall reprice health services rendered to Qualified
        Participants by the Provider at the time of service utilizing a
        telephonic repricing system.
 
  2.3   REPORTS:  RCN shall provide FARA with a monthly report of the number of
        Qualified Participants residing in the State of Louisiana.
 
  2.4   IDENTIFICATION:  RCN shall require its Qualified Participants to
        identify themselves with the Medical Access Discount Card bearing the
        name and/or logo of FARA to FARA's facilities and physicians at the time
        health care services are required.
 
  2.5   NOTIFICATION OF COMPLAINTS:  RCN agrees to refer to FARA in a timely
        manner any complaint, controversy or contract problem arising out of
        delivery of services by FARA's Participating Providers.
 
                               3.  DUTIES OF FARA
 
  3.1   PROVIDERS:  FARA shall provide a network of providers located in the
        State of Louisiana 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 of RCN's Medical Access Discount Card Program for fees that
        are less than their usual and customary fees.
 
  3.2   PROVIDER LOCATIONS:  FARA shall provide RCN with a list of participating
        providers.
 
  3.3   CONTRACTUAL RATES:  FARA shall provide RCN with all of the information
        necessary to apply the contractual rates of the providers for the health
        services delivered to RCN's Medical Access Discount Card Program in an
        accurate manner.
 
  3.4   HOSPITAL ADMISSIONS:  FARA shall, unless otherwise set forth in this
        agreement or an attachment hereto, require that Qualified Participants
        of RCN requiring admission to a Participating Hospital be considered for
        admission in accordance with the policies and procedures of
        Participating Hospitals.
 
  3.5   PHYSICIAN SERVICES:  FARA shall use its best efforts to require
        Participating Physicians, according to individual provider agreements
        with FARA, to make available to RCN's Medical Access Discount Card
        Program Qualified Participants their usual and customary services.
 
  3.6   RESULTS, ACCESS, QUALITY, AND AVAILABILITY OF SERVICES:  FARA does not
        guarantee the results of, quality of, availability of, or access to
        services provided under the network that RCN's Medical Access Discount
        Card Program Qualified Participants seek from participating provider. In
        the event a Qualified Participant cannot obtain services from a
        participating provider, FARA shall not be responsible for any portion of
        the costs relating to such services obtained from a non-participating
        provider.
 
                                       2
<PAGE>
  3.7   CREDENTIALING:  FARA 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. FARA 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. FARA agrees to immediately notify RCN
        of any changes in the credentials of a provider(s).
 
  3.8   NOTIFICATION TO PROVIDERS:  RCN and FARA shall transmit in a timely
        manner to FARA's providers, notification of this Network Access
        Agreement in regard to the Medical Access Discount Card Program.
 
                            4.  PAYMENT AND CHARGES
 
  4.1   ACCESS FEES:  RCN agrees to pay to FARA monthly access fees to use the
        FARA network as follows:
 
           For each Medical Access Discount Card issued to a Louisiana resident
           and valid for that month, RCN will pay to FARA One Dollar ($1.00) per
           month for each card still valid and outstanding that month.
 
  4.2   PAYMENTS:  All payments from RCN to FARA for a month's activity will be
        paid within 15 days after the month end for the previous month.
 
                          5.  RELATIONSHIP OF PARTIES
 
  5.1   INDEPENDENT CONTRACTORS:  RCN is an independent contractor and is not an
        agent or employee of FARA, and nothing in this agreement shall be
        construed to create a relationship of employee--employer or
        agent--principal.
 
  5.2   FARA'S RELATIONSHIP TO PROVIDERS:  Except as defined in 3.7, RCN
        acknowledges that FARA makes no representation or warranty regarding the
        quality or availability of the services of the Participating Providers,
        and FARA 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.
 
  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.
 
                              6.  INDEMNIFICATION
 
  6.1.1 INDEMNIFICATION OF FARA:  In addition to the other indemnity provisions
        of this agreement, RCN agrees to indemnify and hold FARA 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, FARA 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 FARA. This indemnity shall extend to and include all
        costs and expenses,
 
                                       3
<PAGE>
        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   RCN NOT GUARANTOR OR INSURER:  RCN will not be liable for the payment of
        any claims relating to health services provided under this agreement.
        RCN is neither the insurer, guarantor, indemnifier, nor underwriter of
        Medical Access Discount Card Program Qualified Participants
        responsibility to pay for healthcare services rendered.
 
                     7.  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 one hundred twenty (120) days' prior
        written notice.
 
  7.3   EFFECT OF TERMINATION:  Upon termination of this Agreement, neither
        party shall have any further obligation hereunder except for (i)
        obligations accruing prior to the date of termination, including without
        limitation, any obligation by Provider to continue to provide health
        care services to Qualified Participants, and (ii) obligations, promises
        or covenants contained herein which are expressly made to extend beyond
        the term of this Agreement.
 
  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.
 
                               8.  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.
 
                                       4
<PAGE>
  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
 
               F. A. Richard and Associates
 
                                                Reed Bell
                                                2360 Fifth Avenue, Suite 100
                                                Mandeville, LA 70471
 
        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 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 FARA may refer to RCN in informing
        Participating Providers and potential Participating Providers about the
        Associations, Affinity Groups, Other 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 or for the benefit of their
        affiliated companies, those companies with common ownership. 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 purposes only and do not constitute substantive matter to
        be considered in construing the terms of this agreement.
 
                                       5
<PAGE>
The parties hereto have caused this agreement to be executed in multiple
originals by their duly authorized officers, as of the day and year indicated
below.
 
<TABLE>
<CAPTION>
<S>                                           <C>
F. A. RICHARD AND ASSOCIATES                  ROCKPORT COMMUNTIY NETWORK, INC.
 
By: /s/ REED BELL                             By: /s/ LARRY K. HINSON
---------------------------------------       ---------------------------------------
Title: Executive V.P.                         Title: Sec.-Treasurer
-------------------------------------         -------------------------------------
Date: 5/21/98                                 Date: 5/21/98
-------------------------------------         -------------------------------------
</TABLE>
 
                                       6