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                                  Exhibit 10.2


                              EMPLOYMENT AGREEMENT


         This Agreement made and entered into as of the 1st day of September,
2000, by and between ROCKPORT HEALTHCARE GROUP, INC., having a place of business
at 50 Briar Hollow Lane, Suite 515 West, Houston, Texas 77027 ("Employer"), and,
LARRY K. HINSON, having an address at 4819 Stillbrooke, Houston, Texas 77035
("Employee").


                                   WITNESSETH:


         WHEREAS, Employer is engaged in the business of delivering integrated
services and products to defined healthcare populations; and

         WHEREAS, Employer desires to employ Employee as CHIEF FINANCIAL
OFFICER, SECRETARY AND TREASURER of Employer, and Employee desires to be so
employed by Employer, all pursuant to the terms and conditions hereinafter set
forth.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
promises and covenants herein contained, it is agreed as follows:


         1. EMPLOYMENT: DUTIES

                  Employer hereby agrees to employ Employee, and Employee hereby
agrees to accept employment during the term hereof as Chief Financial Officer,
Secretary and Treasurer of Employer, and shall perform such services as are
customarily performed by persons holding such offices and shall be subject at
all times to the direction of the Board of Directors of Employer.

         2. TERM

                  (a) Employee's employment hereunder shall be for a term
commencing January 1, 2001 and ending on December 31, 2001. The Agreement shall
be automatically extended from year to year thereafter unless either party gives
not less than three (3) months prior written notice to the other that such party
elects to have the Agreement terminated effective at the end of the initial or
then current renewal term.

                  (b) Employee agrees to devote all of Employee's business time
and attention to fulfill Employee's duties and responsibilities faithfully,
diligently and competently. For this purpose Employee agrees to maintain his
residence within reasonable proximity to the main office of Employer indicated
above.

         3. COMPENSATION

                  (a) As compensation for the performance of his duties on
behalf of Employer, Employer shall pay Employee a salary at the rate of One
Hundred Fifty Thousand Dollars ($150,000.00) per annum, payable in installments
in accordance with the usual practice of the Employer.



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                  (b) Employer shall reimburse Employee for the expenses
incurred by Employee in connection with his duties hereunder upon presentation
by Employee of the details of vouchers for such expenses in accordance with
customary Employer practice.

                  (c) Employee shall be entitled to participate in any
retirement, life insurance, medical insurance, disability insurance, vacation,
savings and other employee benefit plans made generally available to the senior
officers of the Company, so long as such benefits comply with applicable law
(including without limitation the Internal Revenue Code of 1986, as amended, and
ERISA).

                 (d) Employee shall be entitled to participate in any stock
option and bonus incentive plans made generally available to the senior officers
of the Company.


         4. NON-COMPETITION

                  (a) During the term of this Agreement and for a period of
twelve (12) months from the date of termination of his employment hereunder for
whatever reason, Employee agrees that he will not solicit any customers who are
presently or may hereafter become customers of Employer unless such solicitation
is entirely unrelated to Employer's business, or compete in any way with
Employer alone or together with others in a business which Employer is engaged
in at the time of termination of employment.

                  (b) Subsequent to the expiration or termination of this
Agreement, Employee will not interfere with or disrupt or attempt to disrupt
Employer's business relationship with its customers or suppliers or solicit the
employees of Employer.

                  (c) During the term of this Agreement and for a period of
twelve (12) months from the date of termination of his employment hereunder for
whatever reason, Employee will not disclose or use or enable anyone else to use
any information or data which may be obtained by him or available to him during
the term of employment except if such information is otherwise readily publicly
available or is required to be disclosed pursuant to a court order.

                  (d) In the event that Employee breaches any provisions of this
Section 4 or there is a threatened breach, then, in addition to any other rights
which Employer may have, Employer shall be entitled to injunctive relief to
enforce the restrictions contained herein. In the event that an actual
proceeding is brought in equity to enforce the provisions of this paragraph,
Employee shall not urge as a defense that there is an adequate remedy at law nor
shall Employer be prevented from seeking any other remedies which may be
available.

                  (e) The existence of any claim or cause of action by Employee
against Employer, whether predicated upon this Agreement or otherwise, shall not
constitute a defense to the enforcement by Employer of the foregoing restrictive
covenants but shall be litigated separately.


         5. TERMINATION

                  (a) Anything to the contrary notwithstanding, this Agreement
shall terminate 30 days after the Employee's (i) death or (ii) disability for a

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period of not less than twenty-six consecutive weeks; provided, however, that
the provisions of Section 6 hereof shall remain in full force and effect through
the end of the term hereof.

                           (b) Employee's employment hereunder may be terminated
         for Cause by Employer before the expiration of the term hereof by
         written notice to Employee. "Cause" shall mean any of the following
         occurrences: (i) Employee's commission of a crime which impacts
         Employer; (ii) Employee's neglect of, or failure to, perform his duties
         hereunder; (iii) Without limitation of the foregoing, Employee's
         failure to satisfy the reasonable performance standards for a Chief
         Financial Officer established by the Board of Directors.

                           (c) EMPLOYEE'S EMPLOYMENT MAY ALSO BE TERMINATED
         WITHOUT CAUSE BY EMPLOYER AT ANY TIME BY WRITTEN NOTICE TO EMPLOYEE.


         6. SEVERANCE

                  In the event of termination of employment of Employee by
Employer before the expiration of the term hereof pursuant to Section 5(c) only,
Employer will provide Employee with severance pay in an amount equal to one-half
of the Employee's base annual salary, which shall be payable in a lump sum,
discounted based on the prime rate of Chase Bank then in effect, which lump sum
shall be payable within 30 days of the date of termination. Employer shall also
continue to provide to Employee any retirement benefits, life insurance, medical
insurance and disability insurance to which he is entitled pursuant to Section
3(c) through the end of the term hereof.

                  In the event of termination of employment of Employee before
the expiration of the term hereof pursuant to the provisions of Section 5(a)
hereof, Employer will: (i) provide Employee (or Employee's estate) with
severance pay in an amount equal to one year's base annual salary, which shall
be payable in a lump sum, discounted based on the prime rate of Chase Bank then
in effect, which lump sum shall be payable within 30 days of the date of
termination; (ii) in the event of Employee's disability, continue to provide to
Employee any retirement benefits, life insurance, medical insurance and
disability insurance pursuant to Section 3(c) through the end of the term
hereof; and (iii) in the event of Employee's death, continue to provide
Employee's spouse and minor children, if applicable, with medical benefits
pursuant to Section 3(c) through the end of the term hereof.


         7. NOTICES

                  All notices hereunder shall be in writing and shall be
delivered in person or given by registered or certified mail, postage prepaid,
and sent to the parties at the respective addresses above set forth. Either
party may designate any other address to which notice shall be given, by giving
notice to the other of such change of address in the manner herein provided.


         8. SEVERABILITY OF PROVISIONS

                  If any provision of this Agreement shall be declared by a
court of competent jurisdiction to be invalid, illegal or incapable of being
enforced

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in whole or in part, the remaining conditions and provisions or portions
thereof shall nevertheless remain in full force and effect and enforceable to
the extent they are valid, legal and enforceable, and no provision shall be
deemed dependent upon any other covenant or provision unless so expressed
herein.

         9. GOVERNING LAW

                  This Agreement shall be construed and governed by the laws of
the State of Texas.


         10. NON-WAIVER

         The failure of either party to insist upon the strict performance of
any term or condition in this Agreement shall not be considered a waiver or
relinquishment of future compliance therewith.

         11. ENTIRE AGREEMENT; MODIFICATION

                  This Agreement contains the entire agreement between the
parties relating to the subject matter hereof. No modification of this Agreement
shall be valid unless it is made in writing and signed by the parties hereto.


         12. NON-ASSIGNMENT; SUCCESSORS

                  Neither party hereto may assign his or its rights or delegate
his or its duties under this Agreement without the prior written consent of the
other party; provided, however, that (i) this Agreement shall inure to the
benefit of and be binding upon the successors and assigns of the Employer upon
any sale of all or substantially all of the Employer's assets, or upon any
merger, consolidation or reorganization of the Employer with or into any other
corporation, all as though such successors and assigns of the Employer and their
respective successors and assigns were the Employer; and (ii) this Agreement
shall insure to the benefit of and be binding upon the heirs, assigns or
designees of the Employee to the extent of any payments due to them hereunder.
As used in this Agreement, the term "Employer" shall be deemed to refer to any
such successor or assign of the Employer referred to in the preceding sentence.


         13. COUNTERPARTS

                  This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first above written.


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                                            ROCKPORT HEALTHCARE GROUP,INC.:


                                            By:
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                                               John K. Baldwin, Chairman


                                            LARRY K. HINSON:



                                               ---------------------------