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                            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 "RCNI," a Nevada corporation, and F. A. Richard and
Associates hereinafter referred to as "FARA," a Louisiana corporation.
 
                                    RECITALS
 
WHEREAS RCNI 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 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 RCNI desires to utilize the Network of FARA, in the state of Louisiana,
for the use and benefits of RCNI's clients and their eligible 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, RCNI and
FARA agree as follows:
 
                                I.  DEFINITIONS
 
For the purpose of this agreement, certain terms are defined as follows:
 
  1.1   AGREEMENT:  This RCNI agreement between RCNI 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   PARTICIPANT:  Any individual eligible to receive covered health care
        services through the network.
 
  1.4   PARTICIPATING HOSPITALS:  Any hospital that has an agreement with FARA
        to provide hospital services to participants at reduced rates.
 
  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 participants at reduced rates.
 
  1.6   CLIENTS:  Any employer, third-party administrator, trust, insurance
        company, or entity that has entered into a contract with RCNI to obtain
        services for 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 RCNI
 
  2.1   INCENTIVES AND PROMOTIONS:  RCNI shall only accept as Clients those
        organizations and entities that establish and maintain significant
        incentives that will encourage 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 participants and to provide RCNI with appropriate information
        relating to participants. RCNI shall require the right to review all
        plan documents, descriptions, and other information furnished to
        participants regarding the network.
 
  2.2   REPRICING:  RCNI shall receive bills for health services rendered to
        participants from either the provider, the client or the clients
        contracted claims payor, apply the discounts in the provider's agreement
        with FARA, and send the repriced bills to Client or claims payor for
        adjudication and payment.
 
  2.3   REPORTS:  RCNI shall provide FARA 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. The report will
        also reflect for those Client's charges a capitated per participant, per
        month fee and have participants located in Louisiana, the name of the
        client, number of participants in Louisiana, per month rate and the
        total fee charged for those participants in Louisiana.
 
  2.4   IDENTIFICATION:  RCNI shall require its Clients to agree that it shall
        require all of their participants to identify themselves as RCNI/Richard
        Associates PPO members to FARA's facilities and physicians at the time
        health care services are required.
 
  2.5   NOTIFICATION OF COMPLAINTS:  RCNI 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.
 
  2.6   RCNI 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 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 participants
        for fees that are less than their usual and customary fees.
 
  3.2   PROVIDER LOCATIONS:  FARA shall provide RCNI with a list of
        participating providers in the state of Louisiana.
 
  3.3   CONTRACTUAL RATES:  FARA shall provide RCNI with all of the information
        necessary to apply the contractual rates of the providers to the health
        claims of RCNI's Clients in an accurate manner.
 
  3.4   HOSPITAL ADMISSIONS:  FARA shall, unless otherwise set forth in this
        agreement or an attachment hereto, require that participants of RCNI's
        Clients 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 RCNI's Client's participants their usual
        and customary services.
 
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  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 participants seek from
        participating provider. In the event a 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.
 
  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 RCNI and its Clients harmless. FARA agrees to immediately notify
        RCNI of any changes in the credentials of a provider(s).
 
  3.8   NOTIFICATION TO PROVIDERS:  FARA 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:  RCNI agrees to pay to FARA monthly access fees to use the
        FARA network as follows:
 
        RCNI Clients with fee based on a percentage of savings--RCNI agrees to
        pay an access fee for each claim submitted by its Clients using the
        participating providers of FARA's Network in Louisiana and repriced by
        RCNI equal to thirty--three and one third percent (33 1/3%) of the net
        fee billed and collected by RCNI for the claim.
 
        RCNI Clients with fixed fee based on per participant, per month--RCNI
        agrees to pay an access fee for each of its Client's participants living
        in Louisiana where a FARA participating provider is located or available
        equal to thirty-three and one third percent (33 1/3%) of the net monthly
        fee charged to the Client by RCNI for those participants.
 
  4.2   ADJUSTMENTS:  Any adjustment by RCNI 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 FARA.
 
  4.3   PAYMENTS:  All payments from RCNI to FARA for a month's activity will be
        paid within 15 days after they have been received from Clients by RCNI.
 
                          V.  RELATIONSHIP OF PARTIES
 
  5.1   INDEPENDENT CONTRACTORS:  RCNI 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:  RCNI 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. RCNI 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 participants and are solely
        responsible to such persons for all services.
 
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                              VI.  INDEMNIFICATION
 
  6.1-1 INDEMNIFICATION OF FARA:  In addition to the other indemnity provisions
        of this agreement, RCNI 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 RCNI. This indemnity shall extend to and include all
        costs and expenses, including attorney's fees and costs of court,
        incurred by RCNI in any lawsuit, threatened litigation, arbitration,
        dispute resolution proceeding, bankruptcy, or administrative proceeding.
 
  6.1-2 INDEMNIFICATION OF RCNI:  In addition to the other indemnity provisions
        of this agreement, FARA agrees to indemnify and hold RCNI 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, including attorney's fees and costs of court,
        incurred by RCNI 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 RCNI. RCNI
        shall, however, cooperate with FARA by furnishing such material or
        information as is available in connection with the defense of any such
        action.
 
  6.3   RCNI NOT GUARANTOR OR INSURER:  RCNI will not be liable for the payment
        of any claims relating to benefits provided under this agreement. RCNI
        is neither the insurer, guarantor, indemnifier, nor underwriter of
        Client's responsibility to provide benefits to 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 February 2, 1998, the "effective date," and expiring
        on February 2, 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. RCNI acknowledges that the participating
        provider may refuse to provide services at a discount immediately upon
        termination even if a 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.
 
                              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.
 
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  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 Travis 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
 
               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.
 
  8.9   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.
 
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  8.10  REFERENCE TO RCNI:  RCNI agrees that FARA may refer to RNCI in informing
        participating providers and potential participating providers about the
        organizations, funds, and employers participating in the network.
 
  8.11  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.
 
  8.12  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 day and year indicated
below.
 
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<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
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Date: 2/10/98                                 Date: 2/16/98
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