<PAGE>

                          BILL REVIEW COMPANY CONTRACT

         This agreement is entered into between Rockport Community Network,
Inc., a Nevada Corporation (hereinafter called "RCN") and Elite Data Services,
Inc., a Texas corporation (hereinafter called "BRC").

       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, BRC 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, BRC 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:


1.     DEFINITIONS

       a)  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.

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

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

2.     RCN DUTIES AND OBLIGATIONS

       a)  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 BRC to
           customize the network as mutually agreed between RCN and client.

       b)  RCN will provide the administrative services necessary to maintain
           these Network Provider contracts. RCN also agrees to provide
           reasonable training to BRCs 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.

       c)  RCN will reprice, for BRC'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.

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

       e)  RCN will provide BRC'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.

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


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

       h)  RCN will provide BRC with a monthly update of all participating
           Providers.

3.     BRC OBLIGATIONS

       a)  BRC'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 any state where there is a Network Provider. BRC agrees to
           encourage their clients to direct care to Network Providers wherever
           possible.

       b)  BRC 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.

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

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

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

4.     FEES PAYABLE

             NETWORK PROVIDER ACCESS

             BRC's clients shall pay the following fees based on a percentage
       of savings realized. Savings is defined as the difference between what
       the BRC 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.

                 Old Republic Insurance Company, Inc. - monthly fee of twenty
           seven percent (27%) of savings of which RNC will receive twenty five
           percent (25%) of the 27% and BRC will receive two percent (2%) of the
           27%.

                 AMS Staff Leasing, Inc. and its subsidiary, Sterling Personnel,
           Inc. - monthly fee as determined below. BRC in each case shall
           receive Two percent (2%) of the percentage listed below:

<TABLE>
<CAPTION>
                       Penetration of                     % of
                       Medical Cost                       Savings
                       ------------                       -------
                       <S>                                <C>
                       0 - 10%                            15%
                       11 - 20%                           18%
                       21 - 29%                           20%
                       30 - 39%                           25%
                       40-49%                             30%
                       50-65%                             35%
</TABLE>

5.     INDEMNIFICATION

       a)  BRC 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 BRC, its agents
           or employees regarding the duties and obligations of BRC under this
           Agreement.

       b)  RCN agrees to indemnify BRC 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.

6.     TERMINATION


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                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, BRC 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.

7.     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.


8.     DISPUTES

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

       a)  MEDIATION THROUGH RCN

                        The BRC 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:

       b)  ARBITRATION

                        If the dispute cannot be resolved by the medication
           process described above, either the BRC 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 BRC 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.

9.     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


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<PAGE>

       between BRC 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.

10.    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 BRC
           Rockport Community Network, Inc.      Elite Data Services, Inc.
           50 Briar Hollow Lane, Suite 515 W     3367 Lanarc Drive
           Houston, TX  77027                    Plano, Texas 75023

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

11.    ATTORNEY FEES

                                  If it shall become necessary for RCN or the
       BRC 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. BRC 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.

16.    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.

17.    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.

18.    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.

19.    ENTIRE AGREEMENT

                                  This Agreement contains the entire
       understanding between the parties hereto with respect to the subject
       matter hereof, and supersedes all prior Agreements


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<PAGE>

       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 BRC 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.

20.    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 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.

21.    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.

22.    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.

                  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
March, 1999.

    FOR AND ON BEHALF OF:                     FOR AND ON BEHALF OF:
ROCKPORT COMMUNITY NETWORK, INC.          ELITE DATA SERVICES, INC.
    50 BRIAR HOLLOW LANE, SUITE 515 WEST      3367 LANARC DRIVE
    HOUSTON, TEXAS  77027                     PLANO, TEXAS 75023


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

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

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

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


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