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                                  EXHIBIT 10.3

                         ROCKPORT HEALTHCARE GROUP, INC.
                          2000 LONG-TERM INCENTIVE PLAN
                         (Established September 7, 2000)

                                   ARTICLE 1.

                               GENERAL PROVISIONS

1.1      PURPOSE.

         The purposes of the Rockport Healthcare Group, Inc. 2000 LONG-TERM
INCENTIVE PLAN (the "PLAN") are to advance the best interest of Rockport
Healthcare Group, Inc. (the "COMPANY") and any subsidiary or other Affiliate of
the Company (as hereinafter defined) and to attract, retain and motivate
directors, employees and persons affiliated with the Company and provide such
persons with additional incentive to further the business, promote the long-term
financial success and increase shareholder value of the Company by increasing
their proprietary interest in the success of the Company. Pursuant to the Plan,
the Company may grant (i) non-qualified stock options and (ii) incentive stock
options (collectively herein "OPTIONS").

         As used in the Plan, the following terms shall have the following
meanings:

         ACT means the Securities Act of 1933, as amended.

         AFFILIATE means any corporation, limited liability company, partnership
or other entity, including Subsidiaries, which is controlled by or under common
control with the Company.

         EXCHANGE ACT means the Securities Exchange Act of 1934, as amended.

         INCENTIVE STOCK OPTIONS ("ISO OPTIONS") means Options which qualify as
incentive stock options within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "CODE"), at the time they are granted and
which are either designated as ISO Options in the Option Agreements (as
hereinafter defined) covering such Options or which are designated as ISO
Options by the Board (as hereinafter defined) at the time of grant.

         NON-QUALIFIED STOCK OPTIONS ("STOCK OPTIONS") means all Options granted
under the Plan other than ISO Options.

         SUBSIDIARY means any corporation (whether or not in existence at the
time the Plan is adopted) which, at the time an Option is granted, is a
Subsidiary of the Company under the definition of subsidiary corporation
contained in Section 424(f) of the Code or any similar provision hereafter
enacted.


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1.2      ADMINISTRATION OF THE PLAN.

         The Plan shall be administered by the Board of Directors (the "BOARD")
of the Company. The Board may designate and appoint a committee (the
"COMPENSATION COMMITTEE") which shall be (i) constituted so as to permit the
Plan to comply with Rule 16b-3 of the Exchange Act and (ii) constituted solely
of outside directors, within the meaning of Section 162(m) of the Code. All
references to the Board shall also include the Committee, if one is appointed.
The members of the Committee shall serve at the pleasure of the Board. The Board
shall determine from time to time those persons who are to be granted Stock
Options and ISO Options, and the number of shares of common stock covered
thereby. The Board shall have the power where consistent with the general
purpose and intent of the Plan to (i) modify the requirements of the Plan to
conform with the law or to meet special circumstances not anticipated or covered
by the Plan, (ii) establish policies and (iii) adopt rules and regulations and
prescribe forms for carrying out the purposes and provisions of the Plan,
including the form of any stock option agreements ("STOCK OPTION AGREEMENTS").
Unless otherwise provided in the Plan, the Board shall have the authority to
interpret and construe the Plan and determine all questions arising under the
Plan and any agreement made pursuant to the Plan. Any interpretation, decision
or determination made by the Board shall be final, binding and conclusive. A
majority of the Board shall constitute a quorum and an act of the majority of
the members present at any meeting at which a quorum is present shall be the act
of the Board.

1.3      STOCK SUBJECT TO THE PLAN.

         Shares of stock ("STOCK") covered by Stock Options and ISO Options
shall consist of 1,000,000 shares of the common stock at $.001 par value per
share of the Company. Either authorized and unissued shares or treasury shares
may be delivered pursuant to the Plan. Any Stock subject to an Option which
expires, or is otherwise terminated for any reason, without having been
exercised shall continue to be available for the grant of Options under the
Plan.

1.2      ELIGIBILITY.

         The persons who shall be eligible to receive grants of Options under
this Plan shall be the directors, employees and consultants of the Company
and/or any Subsidiary or other Affiliate. Consultants and directors who are not
also employees of the Company or a Subsidiary or other Affiliates shall not be
eligible to receive ISO Options. A person who holds an Option is referred to as
a participant ("PARTICIPANT").

1.3      DETERMINATION OF FAIR MARKET VALUE.

         As used in the Plan, "fair market value" shall mean on any particular
day (i) if the Stock is listed or admitted for trading on any national
securities exchange or the National Market System of the National Association of
Securities Dealers, Inc. Automated Quotation System, the last sale price, or if
no sale occurred, the mean between the closing high bid and low asked quotations
for such date of the Stock on the principal securities exchange on which shares
of Stock are listed, (ii) if the Stock is not traded on any national securities
exchange but is quoted on the National Association of Securities Dealers, Inc.
Automated Operations System, or any similar system of automated dissemination of
quotations or securities prices in common use, the mean between the closing high


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bid and low asked quotations for such day of the Stock on such system, (iii) if
neither clause (i) nor (ii) is applicable, the mean between the high bid and low
asked quotations for the Stock as reported by the National Quotation Bureau
Incorporated if at least two securities dealers have inserted both bid and asked
quotations for shares of the Stock on at least five (5) of the ten (10)
preceding days or (iv) if none of the conditions set forth above is met, the
fair market value of shares of Stock as determined by the Board. Provided, for
purposes of determining "fair market value" of the common stock of the Company,
such value shall be determined without regard to any restriction other than a
restriction which will never lapse. In no event shall the fair market value of
the Stock be less than its par value.

1.4      EFFECTIVE DATE.

         The Plan shall be effective as of September 7, 2000 subject to approval
by the holders of a majority of the common stock of the Company present or
represented and entitled to vote at a meeting called for such purpose, within
twelve (12) months before or after the Plan's adoption by the Board, but in any
event no later than September 6, 2001.

1.5      SECURITIES LAW REQUIREMENTS.

         (a)      LEGALITY OF ISSUANCE.

                  No Stock shall be issued upon the exercise of any Option
         unless and until the Board has determined that: (i) the Company and the
         Participant have taken all actions required to register the Stock under
         the Act or to perfect an exemption from registration requirements of
         the Act, or to determine that the registration requirements of the Act
         do not apply to such exercise; (ii) any applicable listing requirement
         of any stock exchange on which the Stock is listed has been satisfied
         and (iii) any other applicable provision of state, federal or foreign
         law has been satisfied.


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         (b)      RESTRICTIONS ON TRANSFER; REPRESENTATIONS OF PARTICIPANT;
                  LEGENDS.

                  Regardless of whether the offering and sale of Stock under the
         Plan have been registered under the Act or have been registered or
         qualified under the securities laws of any state, the Company may
         impose restrictions and/or prohibitions upon the sale, pledge or other
         transfer of such Stock (including the placement of appropriate legends
         on stock certificates) if, in the judgment of the Company and its
         counsel, such restrictions and/or prohibitions are necessary or
         desirable to achieve compliance with the provisions of the Act, the
         securities laws of any state or any other law or rule, including rules
         of accounting. If the offering and/or sale of Stock under the Plan is
         not registered under the Act and the Company determines that the
         registration requirements of the Act apply but an exemption is
         available which requires an investment representation or other
         representation, the Participant shall be required, as a condition to
         acquiring such Stock, to represent that such Stock is being acquired
         for investment, and not with a view to the sale or distribution
         thereof, except in compliance with the Act, and to make such other
         representations as are deemed necessary or appropriate by the Company
         and its counsel. Stock certificates evidencing Stock acquired pursuant
         to an unregistered transaction to which the Act applies shall bear a
         restrictive legend as may be required or deemed advisable under the
         Plan or the provisions of any applicable law.

         Any determination by the Company and its counsel in connection with any
of the matters set forth in this Section 1.7 shall be conclusive and binding on
all persons.

1.6      PAYMENT FOR STOCK.

         Payment for shares of Stock purchased under this Plan shall be made in
full and in cash or check made payable to the Company. However, the Board in its
discretion may allow payment for shares of Stock purchased under this Plan to be
made in common stock of the Company or a combination of cash and common stock of
the Company. Further, the Stock Option Agreement may provide for a "cashless
exercise" of Options pursuant to procedures established by the Board. In the
event that common stock of the Company is utilized in consideration for the
purchase of Stock upon the exercise of a Stock Option or an ISO Option, then,
such common stock shall be valued at the "fair market value" as defined in
Section 1.5 of the Plan.

1.7      INCURRENCE OF DISABILITY.

         A Participant shall be deemed to have incurred a disability
("DISABILITY") if such Participant suffers a physical or mental condition which
can be expected to result in death or which has lasted or can be expected to
last for a continuous period of not less than 12 months as provided in Section
22(e)(3) of the Code.


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1.8      STOCK OPTIONS AND ISO OPTIONS GRANTED SEPARATELY.

         Since the Board is authorized to grant Stock Options and ISO Options to
Participants, the grant thereof and Stock Option Agreement relating thereto will
be made separately and totally independent of each other. Except as it relates
to the total number of shares of Stock which may be issued under the Plan, the
grant or exercise of any Stock Option shall in no manner affect the grant and
exercise of any ISO Options. Similarly, the grant and exercise of any ISO Option
shall in no manner affect the grant and exercise of any Stock Option. The Board
shall take all appropriate steps at the time of the grant of Options or the
exercise of Options, or both, consistent with such Options' status for federal
income tax purposes (including but not limited to, designating whether such
Option is considered a Stock Option or an ISO Option). Notwithstanding anything
to the contrary contained in this Plan, with respect to all or any portion of
any Option granted under the Plan not qualifying as an "incentive stock option"
under Section 422 of the Code, such Option shall be considered as a Stock Option
granted under this Plan for all purposes.

1.9      GRANTS OF OPTIONS AND STOCK OPTION AGREEMENT.

         Each Stock Option and/or ISO Option granted under this Plan shall be
evidenced by a written Stock Option Agreement (in substantially the form
attached hereto as Exhibits "A" and "B") effective on the date of grant and
executed by the Company and the Participant. Each Option granted hereunder shall
contain such terms, restrictions and conditions as the Board may determine,
which terms, restrictions and conditions may or may not be the same in each
case.

1.10     NON-TRANSFERABILITY OF OPTIONS.

         Except as otherwise herein provided, any Option granted shall not be
transferable otherwise than by will or the laws of descent and distribution and
only the Participant may exercise the Option during his lifetime. Specifically
(but without limiting the generality of the foregoing), the Option may not be
assigned, transferred (except as provided above), pledged or hypothecated in any
way, shall not be assignable by operation of law and shall not be subject to
execution, attachment, or similar process. Any attempted assignment, transfer,
pledge, hypothecation or other disposition of the Option contrary to the
provisions hereof shall be null and void and without effect. After the death of
a Participant, the Option granted to such Participant may be exercised once
vested and prior to its termination date only by the person or persons
(including the deceased Participant's estate) to whom the deceased Participant's
rights under such Option shall have passed by will or the laws of descent and
distribution.

1.11     CHANGES IN EMPLOYMENT.

         So long as the Participant shall continue to be an employee or
consultant of the Company, any Option granted to him shall not be affected by
any change of duty or position.


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1.12     STOCKHOLDER RIGHTS.

         No Participant shall have a right as a stockholder with respect to any
shares of Stock subject to an Option prior to the purchase of such shares of
Stock by exercise of the Option.

                                   ARTICLE 2.

                            GRANTING OF STOCK OPTIONS

2.1      GENERAL TERMS.

         (a)      GRANTS AND TERMS OF STOCK OPTIONS.

                  Stock Options shall be granted by the Board on the following
         terms and conditions: no Stock Option shall be exercisable within 30
         days from the date of grant (except as specifically provided in
         Subsection 2.1(c) hereof, with regard to the death or Disability of a
         Participant), nor more than ten (10) years after the date of grant.
         Subject to such limitation, the Board shall have the discretion to fix
         the period during which any Stock Option may be exercised (the "OPTION
         PERIOD") and no Stock Option shall be exercisable after the expiration
         of its Option Period. Each Stock Option shall be evidenced by a Stock
         Option Agreement (in substantially the same form as attached hereto as
         Exhibits "A" and "B") in such form and containing such provisions not
         inconsistent with the provisions of the Plan as the Board shall
         approve. Each Stock Option Agreement shall specify the effect of
         termination of employment or consulting on the exercisability of Stock
         Options.

         (b)      OPTION PRICE.

                  The option price ("OPTION PRICE") for shares of Stock subject
         to Stock Options shall be determined by the Board, but in no event
         shall such Option Price be less than 75% of the fair market value of
         the Stock on the date of grant.

         (c)      ACCELERATION OF OTHERWISE UNEXERCISABLE STOCK OPTIONS.

                  All Stock Options which are not exercisable as of the date of
         termination of a Participant's employment or consulting shall expire as
         of such date; provided however, the Board, in its sole discretion, may
         permit any Participant whose employment or consulting with the Company
         terminates, for any cause whatsoever, to exercise, at any time, any or
         all Stock Options previously granted to such Participant
         notwithstanding that such Stock Options have not yet vested, in whole
         or in part, as of the date of termination of such Participant's
         employment or consulting. However, such discretionary authority of the
         Board shall not be exercised with respect to any Stock Option (or
         portion thereof) if the applicable 30 day waiting period for exercise
         has not expired, except in the event of the death or Disability of the
         Participant when the personal representative of the Participant or the
         disabled Participant may, with the consent of the Board, exercise such
         Stock Option notwithstanding that the applicable 30 day waiting period
         has not yet expired.


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         (d)      NUMBER OF STOCK OPTIONS GRANTED.

                  The Board shall determine the number of Stock Options which
         are to be granted to each Participant. In making such determinations,
         the Board may obtain the advice and recommendation of the officers of
         the Company which have supervisory authority over each such
         Participant. The granting of a Stock Option under the Plan shall not
         affect any outstanding Stock Option previously granted to a Participant
         under the Plan.

         (e)      NOTICE TO EXERCISE STOCK OPTION.

                  Upon exercise of a Stock Option, a Participant shall give
         written notice to the Secretary of the Company, or other officer
         designated by the Board at the Company's principal office in Houston,
         Texas. No Stock shall be issued to any Participant until the Company
         receives full payment for the Stock purchased, if applicable, and any
         required state and federal withholding taxes.

                                   ARTICLE 3.

                             GRANTING OF ISO OPTIONS

3.1  GENERAL.

         With respect to ISO Options granted on or after the effective date of
the Plan, the following provisions in this Article 3 shall apply to the
exclusion of any inconsistent provisions in any other Article in this Plan since
the ISO Options to be granted under the Plan are intended to qualify as
"incentive stock options" as defined in Section 422 of the Code.

3.2      GRANT OF ISO OPTIONS.

         ISO Options may be granted only to employees of the Company and any of
its Subsidiaries. No ISO Options shall be granted to any person who is not
eligible to receive incentive stock options as provided in Section 422 of the
Code. No ISO Options shall be granted to any employee if, immediately before the
grant of an ISO Option, such employee owns more than 10% of the total combined
voting power of all classes of stock of the Company or its Subsidiaries (as
determined in accordance with the stock attribution rules contained in Section
425(d) of the Code). Provided, the preceding sentence shall not apply if at the
time the ISO Option is granted, the ISO Price is at least 110 percent of the
"fair market value" of the Stock subject to the ISO Option, and such ISO Option
by its terms is not exercisable after the expiration of five years from the date
such ISO Option is granted.

         (a)      ISO OPTION PRICE.

                  The option price for shares of Stock subject to an ISO Option
         ("ISO PRICE") shall be determined by the Board, but in no event shall
         such ISO Price be less than the fair market value of the Stock on the
         date of grant.


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         (b)      ANNUAL ISO OPTION LIMITATION.

                  The aggregate "fair market value" (determined as of the time
         the ISO Option is granted) of the Stock with respect to which ISO
         Options are exercisable for the first time by any Participant during
         any calendar year (under all "incentive stock option" plans qualified
         under Section 422 of the Code sponsored by the Company) shall not
         exceed $100,000.00.

         (c)      TERMS OF ISO OPTIONS.

                  ISO Options shall be granted on the following terms and
         conditions: no ISO Option shall be exercisable within 30 days from the
         date of grant (except as specifically provided in Subsection 3.2(d)
         hereof with regard to the Disability or death of a Participant), nor
         more than ten (10) years after the date of grant. The Board shall have
         the discretion to fix the period during which any ISO Option may be
         exercised (the "ISO PERIOD") and no ISO Option shall be exercisable
         after the expiration of its ISO Period. ISO Options shall be
         exercisable by the Participant only while actively employed by the
         Company, except that upon termination of any Participant's employment
         for any reason other than death or Disability, such Participant may
         exercise within three months after the date of termination of such
         Participant's employment any ISO Option which is otherwise exercisable.
         If termination of employment results from the Participant's death or
         Disability, then the personal representative of the Participant or the
         Participant's legal representative in the event of the Participant's
         legal disability, may exercise within six months following death or
         Disability any ISO Option which is otherwise exercisable as of the date
         of the Participant's death or Disability. Each ISO Option shall be
         evidenced by a Stock Option Agreement (in substantially the form
         attached hereto as Exhibit "B") in such form and containing such
         provisions not inconsistent with the provisions of the Plan as the
         Board shall approve, including provisions to qualify an ISO Option
         under Section 422 of the Code.

         (d)      ACCELERATION OF OTHERWISE UNEXERCISABLE ISO OPTION.

                  All ISO Options which are not exercisable as of the date of
         termination of a Participant's employment, shall expire as of such
         date; provided however, the Board, in its sole discretion, may permit
         any Participant whose employment with the Company terminates, for any
         cause whatsoever, to exercise, at any time within the ISO Period, any
         or all ISO Options previously granted to such Participant
         notwithstanding that such ISO Options have not yet vested, in whole or
         in part, as of the date of the termination of such Participant's
         employment. However, that such discretionary authority of the Board
         shall not be exercised with respect to any ISO Options (or portion
         thereof) if the applicable 30 day waiting period has not expired,
         except in the event of the death or Disability of the Participant, when
         the personal representative of the Participant or the disabled
         Participant may, with the consent of the Board, exercise such ISO
         Options notwithstanding that the 30 day waiting period has not yet
         expired.


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         (e)      NUMBER OF ISO OPTIONS GRANTED.

                  Subject to the applicable limitations contained in the Plan,
         the Board shall determine the number of ISO Options which are to be
         granted to each Participant. In making such determinations, the Board
         may obtain the advice and recommendation of the officers of the
         Company. The granting of an ISO Option under the Plan shall not affect
         any outstanding ISO Option previously granted to a Participant under
         the Plan.

         (f)      NOTICE TO EXERCISE ISO OPTION.

                  Upon exercise of an ISO Option, a Participant shall give
         written notice to the Secretary of the Company, or other officer
         designated by the Board at the Company's principal office in Houston,
         Texas. No Stock shall be issued to any Participant until the Company
         receives full payment for the Stock purchased and any required state
         and federal withholding taxes.

                                   ARTICLE 4.

                   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

         The aggregate number of shares of Stock under Stock Options and ISO
Options granted under the Plan, the Option Price and the ISO Price and the total
number of shares of Stock which may be purchased by a Participant upon exercise
of a Stock Option or an ISO Option shall be adjusted by the Board to reflect
approximately any recapitalization, stock split, merger, consolidation,
reorganization, combination, liquidation, stock dividend or similar transaction
involving the Company. The grant of an Option of the Plan shall not affect in
any way the right or power of the Company to make adjustments, reclassifications
or changes in its capital or business structures or to merge, consolidate,
dissolve or liquidate or to sell or transfer all or any part of its business or
assets.

                                   ARTICLE 5.

                               CHANGE OF CONTROL.

          (a) EFFECT OF CHANGE OF CONTROL.

                  In the event of a Change of Control as hereinafter defined,
         all outstanding Options shall immediately vest and become exercisable.
         In the event of a Change of Control, the Board in its discretion may
         act to effect one or more of the following alternatives with respect to
         outstanding Options, which may vary among individual Participants and
         which may vary among Options held by any individual Participant: (i)
         determine a limited period of time on or before a specified date
         (before or after such Change of Control) after which specified date all
         unexercised Options and all rights of Participants thereunder shall
         terminate, (ii) require the mandatory surrender to the Company by
         selected Participants of some or all of the outstanding Options held by
         such Participants (irrespective of whether such Options are then
         exercisable under the provisions of the Plan) as of a date, before or


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         after such Change of Control, specified by the Board, in which event
         the Board shall thereupon cancel such Options and the Company shall pay
         to each Participant an amount of cash per share equal to the excess, if
         any, of the Change of Control value of the shares subject to such
         Option over the exercise price(s) under such Options for such shares,
         (iii) make such adjustments to Options then outstanding as the Board
         deems appropriate to reflect such Change of Control (provided however,
         that the Board may determine in its sole discretion that no adjustment
         is necessary to Options then outstanding) or (iv) provided that
         thereafter upon any exercise of an Option theretofore granted the
         Participant shall be entitled to purchase under such Option, in lieu of
         the number of shares of Stock then covered by such Option the number
         and class of shares of stock or other securities or property (including
         without limitation, cash) to which the Participant would have been
         entitled pursuant to the terms of the agreement of merger,
         consolidation or sale of assets and dissolution if, immediately prior
         to such merger, consolidation or sale of assets and dissolution the
         Participant has been the Participant of record of the number of shares
         of Stock then covered by such Option. The provisions contained in this
         paragraph shall not terminate any rights of the Participant to further
         payments pursuant to any other agreement with the Company following a
         Change of Control.

          (b) CHANGE OF CONTROL DEFINED.

                  For purposes of this Agreement, Change of Control means the
         occurrence, following successful completion of the Company's IPO (as
         defined below), or any of the following events: (i) the Company shall
         not be the surviving entity in any merger, consolidation or other
         reorganization (or survives only as a subsidiary of an entity other
         than a previously wholly-owned subsidiary of the Company), (ii) the
         Company sells, leases or exchanges all or substantially all of its
         assets to any other person or entity (other than a wholly-owned
         subsidiary of the Company), (iii) the Company is to be dissolved and
         liquidated, (iv) any person or entity, including a group as
         contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains
         ownership or control (including without limitation, power to vote) of
         more than 50% of the outstanding shares of the Company's voting stock
         (based upon voting power) or (v) as a result of or in connection with a
         contested election of directors, the persons who were directors of the
         Company before such election, together with their nominees, shall cease
         to constitute a majority of the Board. The term IPO ("IPO") means the
         first underwritten public offering of the Company's common stock other
         than any offering pursuant to any registration statement; (i) relating
         to any capital stock of the Company or options, warrants or other
         rights to acquire any such capital stock issued or to be issued
         primarily to directors, officers or employees of the Company or any of
         its subsidiaries (ii) relating to any employee benefit plan or interest
         therein, (iii) relating principally to any preferred stock or debt
         securities of the Company or (iv) filed pursuant to Rule 145 under the
         Act, as amended, or any successor or similar provisions.


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                                   ARTICLE 6.

                     AMENDMENT AND TERMINATION OF THE PLAN.

         The Plan shall terminate at midnight, December 31, 2010, but prior
thereto, may be altered, changed, modified, amended or terminated by written
amendment approved by the Board. Provided, that no action of the Board may,
without the approval of the stockholders; (i) increase the aggregate number of
shares of Stock which may be purchased under Stock Options or ISO Options
granted under the Plan or (ii) withdraw the administration of the Plan from the
Board. Except as provided in this Article 6, no amendment, modification or
termination of the Plan shall in any manner adversely affect any Stock Option or
ISO Option previously granted under the Plan without the consent of the affected
Participant.

                                   ARTICLE 7.

                                  MISCELLANEOUS

7.1      NO RIGHT TO A GRANT.

         Neither the adoption of the Plan by the Company nor any action of the
Board or the Committee shall be deemed to give a Participant any right to be
granted an Option or any of the rights hereunder except as may be evidenced by a
Stock Option Agreement.

7.2      NO EMPLOYMENT RIGHTS CONFERRED.

          Nothing in the Plan or in any Stock Option Agreement which relates to
the Plan shall confer upon any Participant any right to continue in the employ
as an employee or consultant of the Company, or interfere in any way with the
right of the Company to terminate his employment or consulting arrangement at
any time.

7.3      GOVERNING LAW.

         This Plan shall be construed in accordance with the laws of the State
of Texas.


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                                    EXHIBIT A

                         ROCKPORT HEALTHCARE GROUP, INC.
                        INCENTIVE STOCK OPTION AGREEMENT



         THIS AGREEMENT made effective as of [________________, 2000], between
ROCKPORT HEALTHCARE GROUP, INC., a Delaware corporation (the "COMPANY"), and
___________________ (the "OPTION HOLDER") relating to an option to purchase
shares of the Company's common stock, par value $.001 per share ("COMMON
STOCK").

         1. GRANT OF OPTION. Subject to the terms and conditions of this
Agreement and the Company's 2000 Long-Term Incentive Plan (the "PLAN"), the
Company hereby grants to the Option Holder effective as of [         ,2000]
(the "GRANT DATE") an option (the "OPTION") to purchase [     ] shares of
Common Stock. The Option shall be exercisable, in whole or in part as to any
vested portion thereof, at an exercise price of $[     ] per share (the
"OPTION PRICE"). The Option shall be exercisable in increments ratably as set
forth in Exhibit A hereto (the "VESTING SCHEDULE") determined by the number of
full years of employment with the Company from the date of grant to the date
of exercise. Notwithstanding anything in this Agreement to the contrary, the
Vesting Schedule is subject to Section 4 herein and the Board of Directors, in
its sole discretion, may waive the Vesting Schedule and, upon written notice
to the Option Holder, accelerate the earliest date or dates in which any of
the Options granted hereunder are exercisable. This Agreement and the purchase
of the shares of Common Stock hereunder is intended and should be interpreted
to qualify as an Incentive Stock Option as that term is used in Section 422 of
the Internal Revenue Code of 1986, as it may be amended from time to time (the
"INTERNAL REVENUE CODE"), and any provisions of this Agreement are hereby
amended in their entirety to any extent necessary to permit all Stock
purchased hereunder to qualify for treatment as such under Section 422 of the
Internal Revenue Code.

         2. METHOD FOR EXERCISING THE OPTION. The vested portion of the Option
may be exercised in whole or in part only by delivery in person or through
certified or registered mail to the Company at its principal office in Houston,
Texas (attention: Corporate Secretary) of written notice specifying the Option
that is being exercised and the number of shares of Common Stock with respect to
which the Option is being exercised. The notice must be accompanied by payment
of the total Option Price.

         The total Option Price for the Common Stock to be acquired pursuant to
the Option shall be paid in full by any of the following methods or any
combination of the following methods:

                  (a) In cash or by certified or cashier's check payable to the
                  order of Rockport Healthcare Group, Inc.;

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Incentive Stock Option Agreement
                                        1

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                  (b) The delivery to the Company of certificates representing
                  the number of shares of Common Stock then owned by the Option
                  Holder, the Designated Value (defined below) of which equals
                  the Option Price of the Common Stock purchased pursuant to the
                  Option, properly endorsed for transfer to the Company;
                  provided however, that no Option may be exercised by delivery
                  to the Company of certificates representing Common Stock,
                  unless such Common Stock has been held by the Option Holder
                  for more than six months. (For purposes of this Agreement, the
                  Designated Value of any shares of Common Stock delivered in
                  payment of the Option Price upon exercise of the Option shall
                  be the Designated Value as of the exercise date, and the
                  exercise date shall be the day of delivery of the certificates
                  for the Common Stock used as payment of the Option Price);

                  (c) By delivery to the Company of a properly executed notice
                  of exercise together with irrevocable instructions to a broker
                  to deliver promptly to the Company, in payment of the Option
                  Price, the amount of the cash proceeds of the sale of shares
                  of Common Stock or a loan from the broker to the Option Holder
                  sufficient, in each case, to pay the Option Price, and in a
                  form satisfactory to the Corporate Secretary; or

                  (d) By delivery to the Company of sufficient Options, properly
                  endorsed for transfer to the Company, having a value
                  sufficient to pay the Option Price with respect to the other
                  Options that are to be exercised under this Agreement. The
                  value of each Option to be surrendered in payment of the
                  Option Price shall be determined by subtracting the Option
                  Price from the Designated Value as of the date of receipt of
                  notice of the exercise of the Options by the Corporate
                  Secretary of the Company.

         Upon such notice to the Corporate Secretary and payment of the total
Option Price, the exercise of the Option shall be deemed to be effective, and a
properly executed certificate or certificates representing the Common Stock so
purchased shall be issued by the Company and delivered to the Option Holder.

         For purposes of this Agreement, the designated value ("DESIGNATED
VALUE") of the shares of Common Stock on a given date shall mean: (i) if the
Common Stock is listed or admitted for trading on any national securities
exchange or the National Market System of the National Association of Securities
Dealers, Inc. Automated Quotation System, the last sale price, or if no sale
occurred, the mean between the closing high bid and low asked quotations for
such date of the Common Stock on the principal securities exchange on which
shares of Common Stock are listed, (ii) if the Common Stock is not traded on any
national securities exchange but is quoted on the National Association of
Securities Dealers, Inc. Automated Operations System, or any similar system of
automated dissemination of quotations or securities prices in common use, the
mean between the closing high bid and low asked quotations for such day of the
Common Stock on such system, (iii) if neither clause (i) nor (ii) is applicable,
the mean between the high bid and low asked quotations for the Common Stock as
reported by the National Quotation Bureau Incorporated if at least two
securities dealers have inserted both bid and asked quotations for shares of the
Common

------------------------------------------
Incentive Stock Option Agreement
                                        2

<PAGE>

Stock on at least five (5) of the ten (10) preceding days or (iv) if none of
the conditions set forth above is met, the fair market value of shares of
Common Stock as determined by the Board. Provided, for purposes of
determining "fair market value" of the Common Stock of the Company, such
value shall be determined without regard to any restriction other than a
restriction which will never lapse. In no event shall the fair market value
of the Common Stock be less than its par value.

         3.       ADJUSTMENT OF THE OPTION.

                  (a) ADJUSTMENT BY STOCK SPLIT, STOCK DIVIDEND, ETC. If at any
                  time the Company increases or decreases the number of its
                  outstanding shares of Common Stock, or changes in any way the
                  rights and privileges of its Common Stock, by means of the
                  payment of a stock dividend or the making of any other
                  distribution on such shares payable in Common Stock, or
                  through a stock split or subdivision of shares of Common
                  Stock, or a consolidation or combination of shares of Common
                  Stock, or through a reclassification or recapitalization
                  involving the Common Stock, the numbers, rights and privileges
                  of the shares of Common Stock included in the Option shall be
                  increased, decreased or changed in like manner as if such
                  shares of Common Stock had been issued and outstanding, fully
                  paid and non-assessable at the time of such occurrence.

                  (b) DIVIDENDS PAYABLE IN STOCK OF ANOTHER CORPORATION, ETC. If
                  at any time the Company pays or makes any dividend or other
                  distribution upon its Common Stock payable in securities or
                  other property (except cash or Common Stock), a proportionate
                  part of such securities or other property shall be set aside
                  and delivered to the Option Holder upon issuance of the Common
                  Stock purchased at the time of the exercise of the Option. The
                  securities and other property delivered to the Option Holder
                  upon exercise of the Option shall be in the same ratio to the
                  total securities and property set aside for the Option Holder
                  as the number of shares of Common Stock with respect to which
                  the Option is then exercised is to the total shares of Common
                  Stock subject to the Option. Prior to the time that any such
                  securities or other property are delivered to the Option
                  Holder in accordance with the foregoing, the Company shall be
                  the owner of such securities or other property and Option
                  Holder shall not have the right to vote the securities,
                  receive any dividends payable on such securities, or in any
                  other respect be treated as the owner. If securities or other
                  property which have been set aside by the Company in
                  accordance with this Section 3 are not delivered to the Option
                  Holder because the Option is not exercised, then such
                  securities or other property shall remain the property of the
                  Company and shall be dealt with by the Company as it shall
                  determine in its sole discretion.

                  (c) OTHER CHANGES IN STOCK. In the event there shall be any
                  change, other than as specified in the preceding subsections
                  (a) and (b) of this Section 3, in the number or kind of
                  outstanding shares of Common Stock or of any stock or other
                  securities into which the Common Stock shall be changed or for
                  which it shall have been exchanged, then and if the Board of
                  Directors of the Company shall in its discretion determine
                  that such change equitably requires an adjustment in the
                  number or kind

------------------------------------------
Incentive Stock Option Agreement
                                        3

<PAGE>

                  of shares subject to the Option, such adjustments shall be
                  made by the Board of Directors and shall be effective for
                  all purposes as of this Agreement.

                  (d) APPORTIONMENT OF OPTION PRICE. Upon any occurrence
                  described in the preceding subsections (a), (b) and (c) of
                  this Section 3, the aggregate Option Price for the shares of
                  Common Stock then subject to the Option shall remain unchanged
                  and shall be apportioned ratably over the increased or
                  decreased number or changed kinds of securities or other
                  properties subject to the Option.

         4.       CHANGE OF CONTROL; TERMINATION WITHOUT CAUSE; CORPORATE
                  TRANSACTIONS.

                  (a) In the event of a Change of Control (as defined in the
                  Plan), all outstanding Options, whether exercisable or not,
                  shall immediately vest and become exercisable in accordance
                  with Article 5 of the Plan.

                  (b) In the event the Option Holder's employment with the
                  Company terminates for reasons other than: (i) Option Holder
                  voluntarily ceasing his employment with the Company or (ii)
                  Option Holder's employment with the Company being terminated
                  for Cause; then in any event, all outstanding Options, whether
                  exercisable or not, shall immediately vest and become
                  exercisable. The term "Cause" is defined as the conviction of,
                  or the entering of a guilty plea, or no contest plea by Option
                  Holder for any felony, by a court of competent jurisdiction;
                  or, the failure or refusal by Option Holder to competently
                  perform his employment duties, or conform to policies
                  reasonably established by the Company.

                  (c) If the Company recapitalizes or otherwise changes its
                  capital structure, or merges, consolidates, sells all of its
                  assets or dissolves and such transaction is not a Change of
                  Control, then thereafter upon any exercise of the Option
                  hereunder, the Optionee shall be entitled to purchase under
                  the Option, in lieu of the number of shares of Common Stock
                  covered by this Option then exercisable, the number and class
                  of shares of stock and securities to which the Optionee would
                  have been entitled pursuant to the terms of the agreement of
                  merger, consolidation, sale of assets or dissolution, if,
                  immediately prior to such agreement of merger, consolidation,
                  sale of assets or dissolution, the Optionee had been the
                  holder of record of the number of shares of Common Stock as to
                  which the Option is then exercisable.

         5.       EXPIRATION AND TERMINATION OF THE OPTION. The Option shall
expire at 5:00 p.m. Houston, Texas, time on [     ], (the period from the
date of this Agreement to the expiration date is defined as the ("OPTION
PERIOD") or prior to such time as follows:

                  (a) Upon termination of the employment of the Option Holder
                  for any reason other than death, the Options exercisable as of
                  the date of termination may be exercised by Option Holder
                  within three months after the date of the termination of

------------------------------------------
Incentive Stock Option Agreement
                                        4

<PAGE>

                  employment of the Option Holder (provided such Options are
                  exercised prior to their expiration date).

                  (b) Upon termination of the employment of the Option Holder by
                  reason of the death of the Option Holder, the Options
                  exercisable as of the date of the Option Holder's death may be
                  exercised by the Option Holder's estate or by the person who
                  acquired the right to exercise the Option by bequest or
                  inheritance. Such Options shall not be exercisable after the
                  date they expire or more than six months from the date of the
                  Option Holder's death, whichever first occurs.

         6.       TRANSFERABILITY. The Option may not be transferred except by
will or pursuant to the laws of descent and distribution, and it shall be
exercisable during the Option Holder's life only by him, or in the event of his
disability or incapacity, by his personal representative, and after his death,
only by his estate or by the person who acquired the right to exercise the
Option by bequest or inheritance.

         7.       EMPLOYMENT AGREEMENT. In partial consideration of the
Company's granting of the Option, the Option Holder has entered into the
Employment Agreement, pursuant to which the Option Holder, among other things
has agreed to remain in the employ of the Company on the terms and conditions
stated therein.

         8.       COMPLIANCE WITH SECURITIES LAWS. Upon the acquisition of any
shares pursuant to the exercise of the Option herein granted, Option holder or
any person acting under Section 5 will enter into such written representations,
warranties and agreements as the Company may reasonably request in order to
comply with applicable securities laws or with this Agreement.

         9.       LEGENDS ON CERTIFICATES. The Certificates representing the
shares of Common Stock purchased by exercise of an Option will be stamped or
otherwise imprinted with legends in such form as the Company or its counsel may
require with respect to any applicable restrictions on sale or transfer and the
stock transfer records of the Company will reflect stock-transfer instructions
with respect to such shares.

         10.      WITHHOLDING.

                  (a) ARRANGEMENT FOR WITHHOLDING. The Option Holder hereby
                  agrees to make appropriate arrangements with the Company to
                  provide for the amount of additional tax withholding under
                  Sections 3102 and 3402 of the Internal Revenue Code and
                  applicable state income tax laws resulting from the exercise
                  of the Option. If such arrangements are not made, the Company
                  may refuse to issue any Common Stock to the Option Holder.

                  (b) WITHHOLDING ELECTION. The Option Holder may elect to pay
                  all such amounts of tax withholding, or any part thereof, by
                  electing to transfer to the Company, or to have the Company
                  withhold from shares otherwise issuable to the Option Holder,
                  shares of Common Stock having a value equal to the amount
                  required to be withheld

------------------------------------------
Incentive Stock Option Agreement
                                        5

<PAGE>

                  or such lesser amount as may be elected by the Option Holder.
                  All elections shall be subject to the approval or disapproval
                  of the Board of Directors. The value of shares of Common Stock
                  to be withheld shall be based on the Designated Value of the
                  Common Stock on the date that the amount of tax to be withheld
                  is to be determined (the "TAX DATE"). Any such election by the
                  Option Holder to have shares of Common Stock withheld for this
                  purpose will be subject to the following restrictions:

                           (i)      All elections must be made prior to the Tax
                                    Date.

                           (ii)     All elections shall be irrevocable.

                           (iii)    If the Option Holder is an officer or
                                    director of the Company within the meaning
                                    of Section 16 of the Securities Exchange Act
                                    of 1934, as amended, ("SECTION 16"), the
                                    Option Holder must satisfy the requirements
                                    of such Section 16 and any applicable rules
                                    thereunder with respect to the use of Common
                                    Stock as consideration to satisfy such tax
                                    withholding obligation.

         11.      MISCELLANEOUS.

                  (a) NOTICES. Any notice required or permitted to be given
                  under this Agreement shall be in writing and shall be given by
                  first class registered or certified mail, postage prepaid, or
                  by personal delivery to the appropriate party, addressed:

                           (i) If to the Company, to the Company at its
                           principal place of business (as of the date hereof,
                           50 Briar Hollow Lane, Suite 515 West, Houston, Texas
                           77027, telephone (713) 621-9424) (Attention:
                           Corporate Secretary) or at such other address as may
                           have been furnished to the Option Holder in writing
                           by the Company; or

                           (ii) If to the Option Holder, to the Option Holder at
                           his address on file with the Company or at such other
                           address as may have been furnished to the Company by
                           the Option Holder.

                           Any such notice shall be deemed to have been given as
         of the fourth day after deposit in the United States Postal Service,
         postage prepaid, properly addressed as set forth above, in the case of
         mailed notice, or as of the date delivered in the case of personal
         delivery.

         (b) AMENDMENT. The Board of Directors may make any adjustment in the
         Option Price, the number of shares of Common Stock subject to, or the
         terms of the Option by amendment or by substitution of an outstanding
         Option. Such amendment or substitution may result in terms and
         conditions (including Option Price, the number of shares of Common
         Stock covered, Vesting Schedule or Option Period) that differ from the
         terms and conditions of this

------------------------------------------
Incentive Stock Option Agreement
                                        6

<PAGE>

         Option. The Board of Directors may not, however, adversely affect the
         rights of the Option Holder without the consent of the Option Holder.
         If such action is effective by amendment, the effective date of such
         amendment will be the date of the original grant of this Option. Except
         as provided herein, this Agreement may not be amended or otherwise
         modified unless evidenced in writing and signed by the Company and the
         Option Holder.

         (c) SEVERABILITY. The invalidity or unenforceability of any provision
         of this Agreement shall not affect the validity or enforceability of
         any other provision of this Agreement, and each other provision of this
         Agreement shall be severable and enforceable to the extent permitted by
         law.

         (d) WAIVER. Any provision contained in this Agreement may be waived,
         either generally or in any particular instance, by the Company.

         (e) BINDING EFFECT. This Agreement shall be binding upon and inure to
         the benefit of the Company and the Option Holder and their respective
         heirs, executors, administrators, legal representatives, successors and
         assigns.

         (f) RIGHTS TO EMPLOYMENT. Other than the Employment Agreement, nothing
         contained in this Agreement shall be construed as giving the Option
         Holder any right to be retained in the employ of the Company and this
         Agreement is limited solely to governing the rights and obligations of
         the Option Holder with respect to the Common Stock and the Option.

         (g) GENDER AND NUMBER. Except when otherwise indicated by the context,
         the masculine gender shall also include the feminine gender, and the
         definition of any term herein in the singular shall also include the
         plural.

         (h) GOVERNING LAW. This Agreement shall be governed by and construed in
         accordance with the laws of the State of Texas without giving effect to
         the conflicts of law provisions thereof.







------------------------------------------
Incentive Stock Option Agreement
                                        7
<PAGE>



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

                                  ROCKPORT HEALTHCARE GROUP, INC.



                                  By:
                                      -----------------------------------------
                                      Harry M. Neer, Chief Executive Officer


                                  OPTION HOLDER



                                  ---------------------------------------------
                                  [                 ]















------------------------------------------
Incentive Stock Option Agreement
                                        8

<PAGE>


<TABLE>
<CAPTION>
                                     EXHIBIT A

                                 Vesting Schedule

      CONDITIONS TO VESTING                             AMOUNT EXERCISABLE

------------------------------------ --------------- ------------------------------------
<S>                                  <C>             <C>
Upon the continuous employment                       Cumulative proportion of the
of Option Holder by the Company                      Stock as to all or part of which
through the applicable date                          the Option can be exercised after
indicated below:                                     satisfaction of the respective
                                                     conditions to vesting:
 -------------------------------
                                                       -------------------------------

------------------------------------ --------------- ------------------------------------
1. The Grant Date                                              [  ] percent
------------------------------------ --------------- ------------------------------------
2. The First Anniversary of                                    [  ] percent
   the Grant Date
------------------------------------ --------------- ------------------------------------

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

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

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

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

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

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

------------------------------------ --------------- ------------------------------------
</TABLE>


------------------------------------------
Incentive Stock Option Agreement
                                        9

<PAGE>


                                   EXHIBIT B

                               SUBSCRIPTION FORM

             [To be executed only upon exercise of Stock Options]


         The undersigned registered owner of this Stock Option irrevocably
exercises the Stock Option for the purchase of _______________ shares of Common
Stock of Rockport Healthcare Group, Inc. (the "Company") and herewith makes
payment therefor in cash or by check or bank draft made payable to the Company,
all at the price and on the terms and conditions specified in this Stock Option
Agreement and requests that certificates for the shares of Common Stock hereby
purchased (and any securities or other property issuable upon such exercise) be
issued in the name of and delivered to __________________ whose address is
___________________________ and, if such shares of Common Stock shall not
include all of the shares of Common Stock issuable as provided in this Stock
Option, that a new Stock Option of like tenor and date for the balance of the
shares of Common Stock issuable hereunder be delivered to the undersigned.



                                      ---------------------------------------
                                      (Name of Registered Owner)


                                      ---------------------------------------
                                      (Signature of Registered Owner)


                                      ---------------------------------------
                                      (Street Address)


                                      ---------------------------------------
                                      (City)          (State)      (Zip Code)


                                      --------------------------------------
                                      (Social Security Number)


         NOTICE: The signature on this subscription must correspond with the
name as written upon the face of the within Stock Option Agreement in every
particular, without alteration or enlargement or any change whatsoever.

------------------------------------------
Incentive Stock Option Agreement
                                        10

<PAGE>


                                    EXHIBIT B


                         ROCKPORT HEALTHCARE GROUP, INC.
                       NON-QUALIFIED STOCK OPTION AGREEMENT



         THIS AGREEMENT made effective as of [________________, 2000], between
ROCKPORT HEALTHCARE GROUP, INC. a Delaware corporation (the "COMPANY"), and
_______________ (the "OPTION HOLDER") relating to an option to purchase shares
of the Company's common stock, par value $.001 per share ("COMMON STOCK").

         1. GRANT OF OPTION. Subject to the terms and conditions of this
Agreement and the Company's 2000 Long-Term Incentive Plan (the "PLAN"), the
Company hereby grants to the Option Holder effective as of [         , 2000]
(the "GRANT DATE") an option (the "OPTION") to purchase [      ] shares of
Common Stock. The Option shall be exercisable, in whole or in part, during the
Option Period (as hereinafter defined) at an exercise price of $[   ] per
share (the "OPTION PRICE"). This Agreement and the purchase of the shares of
Common Stock hereunder is not intended and should not be interpreted to
qualify as an Incentive Stock Option as that term is used in Section 422 of
the Internal Revenue Code of 1986, as it may be amended from time to time (the
"INTERNAL REVENUE CODE").

         2. METHOD FOR EXERCISING THE OPTION. The Option may be exercised in
whole or in part only by delivery in person or through certified or registered
mail to the Company at its principal office in Houston, Texas (attention:
Corporate Secretary) of written notice (attached hereto as Exhibit A) specifying
the Option that is being exercised and the number of shares of Common Stock with
respect to which the Option is being exercised. The notice must be accompanied
by payment of the total Option Price.

         The total Option Price for the Common Stock to be acquired pursuant to
the Option shall be paid in full by any of the following methods or any
combination of the following methods:

                  (a) In cash or by certified or cashier's check payable to the
                  order of Rockport Healthcare Group, Inc.;

                  (b) The delivery to the Company of certificates representing
                  the number of shares of Common Stock then owned by the Option
                  Holder, the Designated Value (defined below) of which equals
                  the Option Price of the Common Stock purchased pursuant to the
                  Option, properly endorsed for transfer to the Company;
                  provided however, that no Option may be exercised by delivery
                  to the Company of certificates representing Common Stock,
                  unless such Common Stock has been held by the Option Holder
                  for

------------------------------------------
Nonqualified Stock Option Agreement
                                        1

<PAGE>


                  more than six months. (For purposes of this Agreement, the
                  Designated Value of any shares of Common Stock delivered in
                  payment of the Option Price upon exercise of the Option shall
                  be the Designated Value as of the exercise date and the
                  exercise date shall be the day of delivery of the certificates
                  for the Common Stock used as payment of the Option Price);

                  (c) By delivery to the Company of a properly executed notice
                  of exercise together with irrevocable instructions to a broker
                  to deliver promptly to the Company, in payment of the Option
                  Price, the amount of the cash proceeds of the sale of shares
                  of Common Stock or a loan from the broker to the Option Holder
                  sufficient, in each case, to pay the Option Price, and in a
                  form satisfactory to the Corporate Secretary; or

                  (d) By delivery to the Company of sufficient Options, properly
                  endorsed for transfer to the Company, having a value
                  sufficient to pay the Option Price with respect to the other
                  Options that are to be exercised under this Agreement. The
                  value of each Option to be surrendered in payment of the
                  Option Price shall be determined by subtracting the Option
                  Price from the Designated Value as of the date of receipt of
                  notice of the exercise of the Options by the Corporate
                  Secretary of the Company.

         Upon such notice to the Corporate Secretary and payment of the total
Option Price, the exercise of the Option shall be deemed to be effective, and a
properly executed certificate or certificates representing the Common Stock so
purchased shall be issued by the Company and delivered to the Option Holder.

         For purposes of this Agreement, the designated value ("DESIGNATED
VALUE") of the shares of Common Stock on a given date shall mean: (i) if the
Common Stock is listed or admitted for trading on any national securities
exchange or the National Market System of the National Association of Securities
Dealers, Inc. Automated Quotation System, the last sale price, or if no sale
occurred, the mean between the closing high bid and low asked quotations for
such date of the Common Stock on the principal securities exchange on which
shares of the Common Stock are listed, (ii) if the Common Stock is not traded on
any national securities exchange but is quoted on the National Association of
Securities Dealers, Inc. Automated Operations System, or any similar system of
automated dissemination of quotations or securities prices in common use, the
mean between the closing high bid and low asked quotations for such day of the
Common Stock on such system, (iii) if neither clause (i) nor (ii) is applicable,
the mean between the high bid and low asked quotations for the Common Stock as
reported by the National Quotation Bureau Incorporated if at least two
securities dealers have inserted both bid and asked quotations for shares of the
Common Stock on at least five (5) of the ten (10) preceding days or (iv) if none
of the conditions set forth above is met, the fair market value of shares of
Common Stock as determined by the Board. Provided, for purposes of determining
"fair market value" of the Common Stock of the Company, such value shall be
determined without regard to any restriction other than a restriction which will
never lapse. In no event shall the fair market value of the Common Stock be less
than its par value.

------------------------------------------
Nonqualified Stock Option Agreement
                                        2
<PAGE>


         3.       ADJUSTMENT OF THE OPTION.

                  (a) ADJUSTMENT BY STOCK SPLIT, STOCK DIVIDEND, ETC. If at any
                  time the Company increases or decreases the number of its
                  outstanding shares of Common Stock, or changes in any way the
                  rights and privileges of its Common Stock, by means of the
                  payment of a stock dividend or the making of any other
                  distribution on such shares payable in Common Stock, or
                  through a stock split or subdivision of shares of Common
                  Stock, or a consolidation or combination of shares of Common
                  Stock, or through a reclassification or recapitalization
                  involving the Common Stock, the numbers, rights and privileges
                  of the shares of Common Stock included in the Option shall be
                  increased, decreased or changed in like manner as if such
                  shares of Common Stock had been issued and outstanding, fully
                  paid and non-assessable at the time of such occurrence.

                  (b) DIVIDENDS PAYABLE IN STOCK OF ANOTHER CORPORATION, ETC. If
                  at any time the Company pays or makes any dividend or other
                  distribution upon its Common Stock payable in securities or
                  other property (except cash or Common Stock), a proportionate
                  part of such securities or other property shall be set aside
                  and delivered to the Option Holder upon issuance of the Common
                  Stock purchased at the time of the exercise of the Option. The
                  securities and other property delivered to the Option Holder
                  upon exercise of the Option shall be in the same ratio to the
                  total securities and property set aside for the Option Holder
                  as the number of shares of Common Stock with respect to which
                  the Option is then exercised is to the total shares of Common
                  Stock subject to the Option. Prior to the time that any such
                  securities or other property are delivered to the Option
                  Holder in accordance with the foregoing, the Company shall be
                  the owner of such securities or other property and Option
                  Holder shall not have the right to vote the securities,
                  receive any dividends payable on such securities, or in any
                  other respect be treated as the owner. If securities or other
                  property which have been set aside by the Company in
                  accordance with this Section 3 are not delivered to the Option
                  Holder because the Option is not exercised, then such
                  securities or other property shall remain the property of the
                  Company and shall be dealt with by the Company as it shall
                  determine in its sole discretion.

                  (c) OTHER CHANGES IN STOCK. In the event there shall be any
                  change, other than as specified in the preceding subsections
                  (a) and (b) of this Section 3, in the number or kind of
                  outstanding shares of Common Stock or of any stock or other
                  securities into which the Common Stock shall be changed or for
                  which it shall have been exchanged, then and if the Board of
                  Directors of the Company shall in its discretion determine
                  that such change equitably requires an adjustment in the
                  number or kind of shares subject to the Option, such
                  adjustments shall be made by the Board of Directors and shall
                  be effective for all purposes as of this Agreement.

                  (d) APPORTIONMENT OF OPTION PRICE. Upon any occurrence
                  described in the preceding subsections (a), (b) and (c) of
                  this Section 3, the aggregate Option Price for the shares of
                  Common Stock then subject to the Option shall remain unchanged


-----------------------------------
Nonqualified Stock Option Agreement


                                       3
<PAGE>


                  and shall be apportioned ratably over the increased or
                  decreased number or changed kinds of securities or other
                  properties subject to the Option.

         4.       CHANGE OF CONTROL; TERMINATION WITHOUT CAUSE; CORPORATE
                  TRANSACTIONS.

                  (a)      In the event of a Change of Control (as defined in
                           the Plan), all outstanding Options, whether
                           exercisable or not, shall immediately become
                           exercisable in accordance with Article 5 of the Plan.

                  (b)      In the event the Option Holder's employment, position
                           as a director or consulting agreement with the
                           Company terminates for reasons other than (i) Option
                           Holder voluntarily ceasing his employment, position
                           as a director or consulting agreement with the
                           Company; or, (ii) Option Holder's employment,
                           position as a director or consulting agreement with
                           the Company being terminated for Cause; then, in any
                           such event, all outstanding Options, whether
                           exercisable or not, shall immediately vest and become
                           exercisable. The term "Cause" is defined as the
                           conviction of, or the entering of a guilty plea, or
                           no contest plea by Option Holder for any felony, by a
                           court of competent jurisdiction; or, the failure or
                           refusal by Option Holder to competently perform his
                           employment, director or consulting duties, or conform
                           to policies reasonably established by Company.

                  (c)      If the Company recapitalizes or otherwise changes its
                           capital structure, or merges, consolidates, sells all
                           of its assets or dissolves and such transaction is
                           not a Change of Control, then thereafter upon any
                           exercise of the Option hereunder, the Optionee shall
                           be entitled to purchase under the Option, in lieu of
                           the number of shares of Common Stock covered by this
                           Option then exercisable, the number and class of
                           shares of stock and securities to which the Optionee
                           would have been entitled pursuant to the terms of the
                           agreement of merger, consolidation, sale of assets or
                           dissolution, if, immediately prior to such agreement
                           of merger, consolidation, sale of assets or
                           dissolution, the Optionee had been the holder of
                           record of the number of shares of Common Stock as to
                           which the Option is then exercisable.

         5.       EXPIRATION AND TERMINATION OF THE OPTION. The Option shall
expire at 5:00 p.m. Houston, Texas, time on __________, (the period from the
date of this Agreement to the expiration date is defined as the option period
("OPTION PERIOD"). In the event of the death of the Option Holder during the
Option Period, the Option shall be exercisable by the Option Holder's estate
or by the person who acquired the right to exercise the Option by bequest or
inheritance during the Option Period and for a period of up to six months
following the death of the Option Holder, if later.

         6.       TRANSFERABILITY. The Option may not be transferred except by
will or pursuant to the laws of descent and distribution, and it shall be
exercisable during the Option Holder's life only by him, or in the event of his
disability or incapacity, by his personal representative, and after his death,


-----------------------------------
Nonqualified Stock Option Agreement


                                       4
<PAGE>


only by his estate or by the person who acquired the right to exercise the
Option by bequest or inheritance.

         7.       COMPLIANCE WITH SECURITIES LAWS. Upon the acquisition of any
shares pursuant to the exercise of the Option herein granted, Option holder or
any person acting under Section 5 will enter into such written representations,
warranties and agreements as the Company may reasonably request in order to
comply with applicable securities laws or with this Agreement.

         8.       LEGENDS ON CERTIFICATES. The Certificates representing the
shares of Common Stock purchased by exercise of an Option will be stamped or
otherwise imprinted with legends in such form as the Company or its counsel may
require with respect to any applicable restrictions on sale or transfer and the
stock transfer records of the Company will reflect stock-transfer instructions
with respect to such shares.

         9.       WITHHOLDING.

                  (a) ARRANGEMENT FOR WITHHOLDING. The Option Holder hereby
                  agrees to make appropriate arrangements with the Company to
                  provide for the amount of tax withholding, if any, under
                  applicable federal and state income tax laws resulting from
                  the exercise of the Option. If such arrangements are not made,
                  the Company may refuse to issue any Common Stock to the Option
                  Holder.

                  (b) WITHHOLDING ELECTION. The Option Holder may elect to pay
                  all such amounts of tax withholding, or any part thereof, by
                  electing to transfer to the Company, or to have the Company
                  withhold from shares otherwise issuable to the Option Holder,
                  shares of Common Stock having a value equal to the amount
                  required to be withheld or such lesser amount as may be
                  elected by the Option Holder. All elections shall be subject
                  to the approval or disapproval of the Board of Directors. The
                  value of shares of Common Stock to be withheld shall be based
                  on the Designated Value of the Common Stock on the date that
                  the amount of tax to be withheld is to be determined (the "TAX
                  DATE"). Any such election by the Option Holder to have shares
                  of Common Stock withheld for this purpose will be subject to
                  the following restrictions:

                           (i)      All elections must be made prior to the Tax
                                    Date.

                           (ii)     All elections shall be irrevocable.

                           (iii)    If the Option Holder is an officer or
                                    director of the Company within the meaning
                                    of Section 16 of the Securities Exchange Act
                                    of 1934, as amended, ("SECTION 16"), the
                                    Option Holder must satisfy the requirements
                                    of such Section 16 and any applicable rules
                                    thereunder with respect to the use of Common
                                    Stock as consideration to satisfy such tax
                                    withholding obligation.

----------------------------------
Nonqualified Stock Option Agreement


                                       5
<PAGE>


         10.      MISCELLANEOUS.

                  (a) NOTICES. Any notice required or permitted to be given
                  under this Agreement shall be in writing and shall be given by
                  first class registered or certified mail, postage prepaid or
                  by personal delivery to the appropriate party, addressed:

                           (i) If to the Company, to the Company at its
                           principal place of business (as of the date hereof,
                           50 Briar Hollow Lane, Suite 515 West, Houston, Texas
                           77027, telephone (713) 621-9424) (Attention:
                           Corporate Secretary) or at such other address as may
                           have been furnished to the Option Holder in writing
                           by the Company; or

                           (ii) If to the Option Holder, to the Option Holder at
                           his address on file with the Company or at such other
                           address as may have been furnished to the Company by
                           the Option Holder.

                           Any such notice shall be deemed to have been given as
                  of the fourth day after deposit in the United States Postal
                  Service, postage prepaid, properly addressed as set forth
                  above, in the case of mailed notice, or as of the date
                  delivered in the case of personal delivery.

                  (b) AMENDMENT. The Board of Directors may make any adjustment
                  in the Option Price, the number of shares of Common Stock
                  subject to, or the terms of the Option by amendment or by
                  substitution of an outstanding Option. Such amendment or
                  substitution may result in terms and conditions (including
                  Option Price, the number of shares of Common Stock covered,
                  Vesting Schedule or Option Period) that differ from the terms
                  and conditions of this Option. The Board of Directors may not,
                  however, adversely affect the rights of the Option Holder
                  without the consent of the Option Holder. If such action is
                  effective by amendment, the effective date of such amendment
                  will be the date of the original grant of this Option. Except
                  as provided herein, this Agreement may not be amended or
                  otherwise modified unless evidenced in writing and signed by
                  the Company and the Option Holder.

                  (c) SEVERABILITY. The invalidity or unenforceability of any
                  provision of this Agreement shall not affect the validity or
                  enforceability of any other provision of this Agreement, and
                  each other provision of this Agreement shall be severable and
                  enforceable to the extent permitted by law.

                  (d) WAIVER. Any provision contained in this Agreement may be
                  waived, either generally or in any particular instance, by the
                  Company.

                  (e) BINDING EFFECT. This Agreement shall be binding upon and
                  inure to the benefit of the Company and the Option Holder and
                  their respective heirs, executors, administrators, legal
                  representatives, successors and assigns.


-----------------------------------
Nonqualified Stock Option Agreement


                                       6
<PAGE>


                  (f) RIGHTS TO EMPLOYMENT. Nothing contained in this Agreement
                  shall be construed as giving the Option Holder any right to be
                  retained in the employ of the Company and this Agreement is
                  limited solely to governing the rights and obligations of the
                  Option Holder with respect to the Common Stock and the Option.

                  (g) GENDER AND NUMBER. Except when otherwise indicated by the
                  context, the masculine gender shall also include the feminine
                  gender, and the definition of any term herein in the singular
                  shall also include the plural.

                  (h) GOVERNING LAW. This Agreement shall be governed by and
                  construed in accordance with the laws of the State of Texas
                  without giving effect to the conflicts of law provisions
                  thereof.

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

                                       ROCKPORT HEALTHCARE GROUP, INC.


                                       By:
                                          --------------------------------------
                                          Harry M. Neer, Chief Executive Officer


                                       OPTION HOLDER


                                       -----------------------------------------
                                       [                  ]




-----------------------------------
Nonqualified Stock Option Agreement


                                       7
<PAGE>


                                       EXHIBIT A

                                   SUBSCRIPTION FORM

                [To be executed only upon exercise of Stock Options]


         The undersigned registered owner of this Stock Option irrevocably
exercises the Stock Option for the purchase of _______________ shares of Common
Stock of Rockport Healthcare Group, Inc. (the "Company") and herewith makes
payment therefor in cash or by check or bank draft made payable to the Company,
all at the price and on the terms and conditions specified in this Stock Option
Agreement and requests that certificates for the shares of Common Stock hereby
purchased (and any securities or other property issuable upon such exercise) be
issued in the name of and delivered to __________________ whose address is
___________________________ and, if such shares of Common Stock shall not
include all of the shares of Common Stock issuable as provided in this Stock
Option, that a new Stock Option of like tenor and date for the balance of the
shares of Common Stock issuable hereunder be delivered to the undersigned.



                                       ----------------------------------------
                                       (Name of Registered Owner)


                                       ----------------------------------------
                                       (Signature of Registered Owner)


                                       ----------------------------------------
                                       (Street Address)


                                       ----------------------------------------
                                       (City)        (State)         (Zip Code)


                                       ----------------------------------------
                                       (Social Security Number)


         NOTICE: The signature on this subscription must correspond with the
name as written upon the face of the within Stock Option Agreement in every
particular, without alteration or enlargement or any change whatsoever.


-----------------------------------
Nonqualified Stock Option Agreement


                                       8