Exhibit 10.12

**  Indicates information which has been omitted and filed separately with the
SEC pursuant to a confidential treatment request.  Asterisks appear on Exhibit D
of this agreement.
                            NETWORK ACCESS AGREEMENT
                            ------------------------
This NETWORK ACCESS AGREEMENT ("Agreement") is made and entered into by and
between FOUNDATION HEALTH MEDICAL RESOURCE MANAGEMENT aka Reviewco, a California
        -----------------------------------------------------------
Corporation ("FHMRM") and ROCKPORT HEALTHCARE GROUP .INC. ("NETWORK"). The
                          -------------------------------
effective date of this Agreement is September 1, 1999.
                                    RECITALS
     A.   NETWORK has entered into contractual arrangements with health care
          providers including physicians, hospitals and other ancillary
          providers ("Participating Providers") for the purposes of arranging
          for the delivery of health care services required to be provided,
          pursuant to the terms of applicable workers' compensation law, to
          injured employees ("Occupational Medical Care") at NETWORK'S Contract
          Charges.

     B.   FHMRM offers various workers' compensation services ("Occupational
          Medical Management Services") to commercial insurance carriers, third
          party administrators, self-insured Employers and other entities
          obligated to pay for Occupational Medical Care rendered to employees
          ("Payors"), including but not limited to provider network access, bill
          review, care management and practice management.

     C.   FHMRM desires to obtain unlimited access, on behalf of it and its
          existing and future Payors, to NETWORK'S Participating Providers at
          NETWORK'S Contract Charges.

NOW, THEREFORE, in consideration of the mutual promises contained in this
Agreement, the parties agree as follows:

                                    SECTION 1
                                   DEFINITIONS

1.1  Billed Charges are charges made by a Participating Provider for
     Occupational Medical Care.

1.2  Compensability or Compensable is the sole determination or recommendation
     by Payor that an illness or injury has occurred as a result of an accident
     arising out of and in the course of employment. Such a decision is made
     pursuant to statutory and contractual provisions.

1.3  Contract Charges are charges for Occupational Medical Care paid to a
     Participating Provider pursuant to the applicable Participating Provider
     Agreement.

1.4  Covered Services means those Compensable Medically Necessary inpatient,
     outpatient, ambulatory, diagnostic and ancillary Occupational Medical Care
     services and supplies obtained for an Employee from a Participating
     Provider in accordance with the terms of this Agreement.

1.5  Employee is a person for whom a Payor is obligated to arrange and pay for
     Occupational Medical Care.

1.6  Fee Schedule is the list of codes, service descriptions and corresponding
     dollar amounts, discounts or other pricing mechanisms allowed, mandated or
     otherwise governed by the laws of the jurisdiction under which Occupational
     Medical Care is rendered pursuant to this Agreement.

1.7  Health Care Facility means any entity licensed by the state in which it is
     located to provide health care services, except for professional
     corporations, real persons who are individually licensed to provide health
     care services or partnerships of such persons.

1.8  Medically Necessary or Medical Necessity means those services or supplies
     which, under the provisions of this Agreement are determined to be:


                                        1
<PAGE>
     (A)  Appropriate and necessary for the symptoms and diagnosis or treatment
          of a condition, illness or injury; and

     (B)  Provided for the diagnosis or the direct care and treatment of the
          condition, illness or injury; and

     (C)  In accordance with generally accepted standards of medical practice in
          the organized medical community for the treatment of occupational
          injuries and illnesses; and

     (D)  Not primarily for the convenience of the Employee or the Employee's
          physician, Participating Provider or other health care service
          provider.

1.9  Occupational Medical Care means all occupational health care services or
     benefits provided to Employees pursuant to their workers' compensation
     coverage with a Payor and applicable state and federal law .

1.10 Occupational Medical Management Services are those medical management
     services which FHMRM provides to Payors including but not limited to
     provider network access, bill review, care management and practice
     management/anchor medical group.

1.11 Participating Providers means those hospitals, physicians, ancillary and
     other providers that have or are governed by a Participating Provider
     Agreement, which is in effect with NETWORK.

1.12 Participating Provider Agreement means the agreement between individual
     Participating Providers and NETWORK.

1.13 Payor means a workers' compensation carrier or Employer that self-insures
     its workers' compensation program (Self-Insured Employer) or an entity that
     has been authorized to enter into a Payor Agreement with FHMRM by and on
     behalf of a workers' compensation carrier or Self-Insured Employer. Payors
     are obligated to make payment for Covered Services rendered by
     Participating Providers pursuant to this Agreement.


                                        2
<PAGE>
                                    SECTION 2
                           RESPONSIBILITIES OF NETWORK



2.1  NETWORK shall develop and maintain Participating Provider Agreements with
     Participating Providers for the provision of Occupational Medical Care to
     Employees at Contract Charges. NETWORK'S Participating Provider network
     shall be structured to provide Employees with reasonable access to
     Participating Providers. In the event that FHMRM identifies a geographic
     area in which Employees do not have reasonable access to Participating
     Providers, NETWORK shall make its best efforts to obtain Participating
     Providers in that area. NETWORK shall also use its best efforts to recruit
     and credential providers identified by FHMRM as being otherwise necessary
     or advantageous for the purposes of this Agreement. NETWORK shall notify
     FHMRM in the event NETWORK is unsuccessful in obtaining a contract with a
     provider in a geographic area identified by FHMRM or with a provider
     otherwise identified by FHMRM within sixty (60) days of such FHMRM
     identification. Such notification to include a description of the efforts
     made and the reasons such efforts were not successful.

2.2  NETWORK warrants and represents that it is authorized, by relevant
     Participating Provider Agreements or otherwise, to enter into this
     Agreement to provide FHMRM and Payors access to Participating Providers for
     the purpose of obtaining Occupational Medical Care for Employees. NETWORK
     shall notify Participating Providers that Employees will access them for
     Occupational Medical Care pursuant to the terms of this Agreement.

2.3  NETWORK warrants and represents that Participating Providers throughout the
     term of their Participating Provider Agreement:

     A)   Will provide Covered Services to Employees:

          (1)  At the lesser of (a) Contract Charges, (b) Fee Schedule (or Usual
               and Customary Charges as determined by FHMRM where a Covered
               Service is not included in such a Fee Schedule), or (c) Billed
               Charges.

          (2)  Pursuant to the terms of this Agreement, their Participating
               Provider Agreement and applicable workers' compensation law and
               in compliance with all applicable local, state and federal laws,
               rules, regulations and institutional and professional standards
               of care.

          (3)  In the same manner and in accordance with the same standards such
               services are offered to all their patients without
               differentiating or discriminating in the treatment or in the
               quality of services delivered to Employees on the basis of race,
               sex, age, religion, place of residence, health status or source
               of payment.

     B)   Will (i) have and maintain in good standing all licenses,
          certifications (including, in the case of physicians, Federal Drug
          Enforcement Agency certification) and accreditations (including, in
          the case of hospitals or other Health Care Facilities, accreditation
          by the Joint Committee on Accreditation of Healthcare Organizations
          ("JCAHO") or the American Osteopathic Association (" AOA"), as the
          case may be, or, in the case of rural hospitals, NETWORK shall provide
          FHMRM with adequate proof of quality acceptable to FHMRM in lieu of
          JCAHO or AOA accreditation) required under the laws and regulations of
          the state(s) in which they provide health care services; and (ii) will
          cease providing Covered Services for Employees immediately, or as soon
          as is consistent with the health and safety of such Employees, upon
          the lapse, suspension or revocation of any of such licenses,
          certifications or accreditations.


                                        3
<PAGE>
     C)   Will abide by and cooperate fully with the provisions of and all
          recommendations rendered in connection with FHMRM's or a Payor's: (i)
          Utilization/Care Management Program; (ii) Quality Improvement Program,
          and (iii) Grievance Resolution Program.

     D)   Will, to the extent consistent with applicable federal or state law,
          provide such medical and other records as may be required or requested
          under FHMRM's or a Payor's Utilization/Care Management Program,
          Quality Improvement Program or Grievance Resolution Program within
          five (5) calendar days of written request.

     E)   Will maintain adequate medical records relating to the provision of
          Occupational Medical Care in such form and containing such information
          as is required by applicable state and federal law for the greater of
          seven (7) years or the length of time required to maintain patient
          medical records under applicable state and federal law, which
          obligation shall not terminate upon the termination of this Agreement
          or the applicable Participating Provider Agreement.

     F)   Will, consistent with principles of patient choice, applicable
          workers' compensation law and without detriment to the quality or
          continuity of an Employee's medical care, refer Employees to
          Participating Providers for Covered Services.

     G)   Will, in the event an Employee is receiving Covered Services at the
          time this Agreement or the applicable Participating Provider Agreement
          terminates, continue to provide such services to the Employee for the
          compensation specified in Section 2.3(A)(1) of this Agreement and
          pursuant to all other terms and conditions of this Agreement and the
          applicable Participating Provider Agreement until the later of
          medically appropriate (a) completion of treatment; (b) in the case of
          an inpatient facility, discharge of the Employee; or (c) assignment or
          transfer of the Employee to another Participating Provider.

     H)   Will have and maintain professional liability insurance in the minimum
          amounts of:

          (1)  For physicians and non-hospital Health Care Facilities, one
               million dollars ($1,000,000.00) per occurrence and three million
               dollars ($3,000,000.00) in the aggregate or, less if amounts that
               are commensurate with state mandated limits,

          (2)  For hospitals, one million dollars ($1,000,000.00) per occurrence
               and ten million dollars ($10,000,000.00) in the aggregate or, if
               less amounts that are commensurate with state mandated limits;
               and

          (3)  For other health care professionals, in amounts at least equal to
               state mandated limits or, if no such limits, in such amounts as
               are ordinarily maintained by similarly qualified professionals in
               their community.

     I)   Will have and maintain general liability and such other types of
          insurance in such amounts as are ordinarily maintained by similarly
          qualified professionals in their community .

     J)   Will provide NETWORK with thirty (30) days prior written notice of any
          cancellation or lapse in the insurance coverages specified in items
          (H) and (I), above, or reduction of the amounts of such coverages
          below the amounts specified therein.

     K)   Will, in the case of physicians whose designated specialty includes
          the provision of Occupational Medical Care in a hospital setting, have
          and maintain throughout the term of their Participating Provider
          Agreement, active staff privileges in good standing with at least one
          (1) Participating Provider hospital.

     L)   Will be and remain on the approved list of providers maintained by the
          applicable workers' compensation commission, if such a list is
          maintained in the state where the provider renders services.

     M)   Will notify NETWORK within five (5) business days of: (i) the
          Participating Provider's failure to satisfy any of the requirements in
          this Section 2.3; (ii) the commencement of any action against the
          Participating Provider's


                                        4
<PAGE>
          licenses, certifications or accreditations required hereunder; (iii)
          the loss or restriction of the Participating Provider's license,
          certifications or accreditations required hereunder; (iv) any final
          action or sanction by a governmental unit or agency that restricts a
          Participating Provider's ability to perform or render Covered
          Services; (v) the commencement and final adjudication of any legal
          action against the Participating Provider which alleges professional
          malpractice or negligence; (vi) any complaint of an Employee alleging
          substandard medical care.

2.4  NETWORK shall notify FHMRM immediately in writing upon: (i) having actual
     or constructive knowledge of a Participating Provider's failure to meet any
     of the requirements set forth in Section 2.3; (ii) NETWORK'S receipt of a
     Participating Provider's notice to NETWORK required by Section 2.3; or
     (iii) having actual or constructive knowledge that the conditions described
     in Section 2.3(L) or 2.3(M) exist or of any other event or circumstance
     which might materially interfere with, modify , or alter the performance of
     any Participating Provider's duties or obligations under this Agreement or
     the applicable Participating Provider Agreement.

2.5  NETWORK shall credential and recredential, at least every two (2) years,
     Participating Providers in accordance with standards, criteria and
     procedures approved by the American Accreditation HealthCare
     Commission/URAC ("URAC") or by the National Committee on Quality Assurance
     ("NCQA"). NETWORK'S credentialing standards for Participating Providers are
     attached hereto as Exhibit A and incorporated herein by reference. NETWORK
     shall provide FHMRM with ninety (90) days advance written notice of any
     material modification of such credentialing standards which notice shall
     set forth the proposed modification and the effective date of such
     modification. If such modification is not acceptable to FHMRM, FHMRM may,
     in its sole discretion, terminate this Agreement as of the effective date
     of such modification.

2.6  NETWORK has entered into Participating Provider Agreements with
     Participating Providers which do not materially differ from the form of
     Participating Provider Agreements attached hereto as Exhibits B-l
     (physician), B-2 (hospital) and B-3 (ancillary and other providers) and
     incorporated herein by reference. NETWORK shall give FHMRM ninety (90) days
     prior written notice of any modification of the form of such Agreements
     which materially affect the rights and liabilities of FHMRM and/or Payors
     arising out of or in connection with this Agreement or Payors duty to
     obtain and pay for Occupational Medical Care for Employees. Such notice
     shall set forth the modification and the effective date of such
     modification. If such modification is not acceptable to FHMRM, FHMRM may,
     in its sole discretion, terminate this Agreement as of the effective date
     of such modification.

2.7  NETWORK shall (i) immediately terminate a Participating Provider who fails
     to satisfy the requirements of Section 2.3 of this Agreement or NETWORK's
     credentialing standards as set forth in Exhibits A and provide FHMRM with
     written notice of such termination within two (2) business days of such
     action; and (iii) delete such providers name from the list of Participating
     Providers as soon as administratively feasible within 10 days.

2.8  NETWORK shall provide, on a monthly basis or more frequently as reasonably
     required by FHMRM, updated information in a mutually acceptable electronic
     format regarding Participating Provider's Contract Charges, effective
     dates, termination dates, current lists of Participating Providers,
     including names, billing addresses, facility office addresses, telephone
     numbers, tax identification numbers, and in the case of physicians, their
     specialties, and any other relevant information known to NETWORK about the
     Participating Providers.

     NETWORK's compensation shall be reduced monthly by the error rate (total
     number of Participating Providers record error(s) [any incorrect or missing
     relevant provider information, including but not limited to taxpayer
     identification number, address, name, contract rate and effective date]
     divided by the total number of NETWORK Provider records submitted)
     attributed to the Participating Provider data supplied if such error rate
     exceeds five percent (5%).

2.9  NETWORK shall designate a person to resolve inquiries relating to
     Participating Providers (e.g., clarification of Contract Charges and
     effective dates of Participating Provider Agreements) and shall respond to
     any such inquiry forwarded to such person within five (5) business days.

2.10 NETWORK warrants and represents that Participating Providers have
     authorized NETWORK to permit, and NETWORK hereby permits FHMRM and Payors
     to list the Participating Providers' names, addresses, telephone numbers
     and specialties in a directory for use by Payors and Employees.


                                        5
<PAGE>
2.11 NETWORK shall monitor the quality of health care services provided by
     NETWORK Providers in accordance with NETWORK's Quality Management Program
     ("Program"), as stated in Exhibit C, attached hereto and made a part
     hereof. NETWORK shall provide FHMRM with ninety (90) days advance written
     notice of any modification of the Program. Such notice shall set forth the
     modification and its effective date. If such modification is not acceptable
     to FHMRM, FHMRM may, in its sole discretion, terminate this Agreement as of
     the effective date of such modification. In the event the standard or
     quality of care furnished by a Participating Provider is found to be
     unacceptable under the Program, NETWORK shall give written notice to FHMRM
     and such Participating Provider setting forth the deficiency and direct the
     Participating Provider to correct the specified deficiency within five (5)
     days. NETWORK shall verify that Participating Provider corrects the
     specified deficiency within such time and immediately notify FHMRM of the
     same. If such deficiency is not corrected, such Participating Provider's
     Participating Provider Agreement shall be immediately terminated.

2.12 NETWORK shall develop and maintain educational programs for Participating
     Providers which shall include instruction on the components of FHMRM's
     products (i.e., return-to-work program) and FHMRM's and Payors'
     Utilization/Care Management Programs, Quality Improvement Programs or
     Grievance Resolution Programs.

2.13 NETWORK shall comply with all applicable laws and regulations relating to
     its services under this Agreement and will obtain and maintain any
     necessary licenses and regulatory approvals.

2.14 NETWORK shall provide a list and updates of FHMRM Payors to Participating
     Providers at least quarterly or earlier upon receipt of information from
     FHMRM.

                                    SECTION 3
                            RESPONSIBILITIES OF FHMRM

3.1  FHMRM sha1l offer to Payors access to Participating Providers at the lesser
     of (i) Contract Charges, or (ii) Fee Schedule (or Usual and Customary
     Charges as determined by FHMRM where charges for Covered Services are not
     included in a Fee Schedule), or (iii) Billed Charges, or as otherwise
     provided in the applicable Participating Provider Agreement.

3.2  FHMRM or Payor shall attach an "Explanation of Benefits" to each claim
     explaining the pricing format and adjustments, clearly identifying the net
     amount to be paid to a Participating Provider .

3.3  FHMRM shall provide to NETWORK quarterly, a list of Payors, which FHMRM has
     contracted to provide access to Participating Providers.

3.4  FHMRM shall distribute promotional materials and encourage usage of
     Participating Providers.

3.5  FHMRM shall assist NETWORK in establishing and updating, as appropriate, a
     roster of targeted Providers.

3.6  Make all reasonable efforts to facilitate Payor's payment of bills for
     Covered Services in a timely manner.


                                    SECTION 4
                                  COMPENSATION

4.1  FHMRM shall pay NETWORK compensation for access to Participating Providers
     pursuant to this Agreement as stated in Exhibit D attached hereto and
     incorporated herein by reference.

4.2  Either party may request renegotiations of the compensation specified in
     Exhibit D on an annual basis. Such request shall be made in writing not
     more than one hundred twenty (120) days and not less than ninety (90) days
     prior to the anniversary date of this Agreement. The then current
     compensation will remain in effect until new compensation has been agreed
     upon in writing or this Agreement has been terminated.


                                        6
<PAGE>
4.3  Within forty-five (45) days after the end of each month, FHMRM shall remit
     payment to NETWORK along with a statement ("Statement") detailing the basis
     for the payment's calculation. The statement shall aggregate by Payor,
     FHMRM's NETWORK Revenue as defined in Exhibit D.

4.4  NETWORK shall have ninety (90) days from receipt of the Statement to
     contest its accuracy. Failure to contest the accuracy of the Statement
     within such ninety (90) day period shall constitute a waiver of any claims
     NETWORK may have against FHMRM for additional payments pursuant to this
     Agreement. NETWORK shall reimburse FHMRM for any reasonable costs incurred
     by FHMRM in the event that a contested Statement is subsequently deemed to
     be materially accurate and complete.

                                    SECTION 5
                              TERM AND TERMINATION

5.1  This Agreement shall be effective on the date set forth above and shall
     continue for a term of one (1) year. This Agreement shall be continued
     automatically for successive terms of one (1) year thereafter unless
     earlier terminated as set forth herein.

5.2  This Agreement may be terminated without cause by giving the other party
     one hundred eighty (180) days prior written notice of intent to terminate.

5.3  This Agreement may also be terminated:

     (A)  As of any other date mutually agreed to in writing by the parties
          hereto,

     (B)  If either party materially defaults in the performance of a provision
          of this Agreement and such default continues for a period of fifteen
          (15) days after written notice is given to the defaulting party,
          specifying the nature of the default and requesting that it be cured;

     (C)  If it is established that either party needs and has not secured a
          license, governmental approval or exemption in accordance with
          applicable laws or regulations in order to enter into or perform this
          Agreement and if such party fails to secure such a license, approval
          or exemption within a reasonable period of time after having been
          advised that it needs to secure such license, approval or exemption;

     (D)  As of the date that any party determines in good faith that it will be
          penalized by a state or federal court or agency or regulatory
          authority for its continued performance under this Agreement;

     (E)  Upon issuance of an order to terminate this Agreement by any federal
          or state regulatory agency;

     (F)  By FHMRM at FHMRM's sole discretion, in the event NETWORK fails to
          comply with Section 2.7 of this Agreement;

     (G)  If either party shall be adjudged a bankrupt, become insolvent, have a
          receiver of its assets or property appointed, make a general
          assignment for the benefit of creditors, or institute or cause to be
          instituted any procedure for reorganization or rearrangement of its
          affairs;

     (H)  Immediately upon written notice in the event of discovery by either
          party of the false representation or warranty made to the other party
          pursuant to Section 10; or

     (I)  As otherwise provided in this Agreement.

5.4  Upon termination of this Agreement, each party shall complete those
     services which were requested prior to the effective date of termination
     until appropriate transfer of such services can be made at Contract
     Charges. Notwithstanding the foregoing, upon termination of this Agreement,
     Participating Providers will continue to provide Occupational Medical Care
     to Employees as provided in Section 2.3(G).


                                        7
<PAGE>
5.5  Termination of this Agreement shall not terminate the rights or liabilities
     of any party arising out of the period prior to the effective date of the
     termination.

5.6  Upon termination of this Agreement for any reason, each party shall
     immediately return and restore to the Protected Party, as defined below,
     all things belonging to the Protected Party and all copies of documents and
     other materials containing confidential information of the Protected Party
     that are in the other party's possession or control.

                                    SECTION 6
               RELATIONSHIP OF PARTIES: INDEMNIFICATION: INSURANCE

6.1  Each of the parties is an independent contracting party and shall not be
     considered an agent or employee of each other for purposes of this
     Agreement.

6.2  Payors shall be responsible for payment for all Covered Services provided
     pursuant to the terms of this Agreement. NETWORK understands and agrees
     that FHMRM shall not be responsible for the provision of, or payment for,
     any medical, indemnity, permanent disability and/or death benefits,
     medical-legal expenses, vocational rehabilitation, legal and other
     allocated expenses to which an Employee may be entitled. Moreover, NETWORK
     acknowledges and agrees that Payors, and not FHMRM, retain the sole
     responsibility for, and authority to make, all determinations regarding
     Compensability with respect to Occupational Medical Care rendered to
     Employees.

6.3  NETWORK acknowledges and agrees that neither FHMRM nor a Payor is
     authorized to provide health care services and that nothing in this
     Agreement shall be construed as granting a Payor or FHMRM the right to
     engage in the practice of medicine. NETWORK further acknowledges and agrees
     that Participating Providers shall be solely responsible for all clinical
     decisions regarding the care of Employees, notwithstanding the receipt by
     Participating Providers, whether in writing or otherwise, of any
     information, recommendation authorization or denial of authorization
     pursuant to a Utilization Management Program. NETWORK further acknowledges
     and agrees that communications pursuant to a Utilization Management Program
     shall be recommendations to Participating Providers and that nothing
     contained in this Agreement shall interfere with or in any way alter any
     Participating Provider-patient relationship and that Participating
     Providers retain the sole responsibility for the care and treatment of
     Employees.

6.4  Each party shall indemnify and hold the other harmless from and against any
     and all claims, losses, liabilities, damages, costs, penalties, interest
     and expenses, including reasonable attorney's fees arising from such
     party's actions or omissions regarding its obligations under this
     Agreement. Notwithstanding the foregoing provision, neither party shall be
     liable to the other nor provide any indemnification protection whatsoever
     regarding claims by Employees concerning the activities of Participating
     Providers. This provision shall survive the termination of this Agreement.

6.5  Each party shall maintain in force and effect throughout the term of this
     Agreement at its own expense, professional liability and other insurance
     coverage in such amounts and with such carriers consistent with applicable
     law and sufficient to ensure the ability to comply with the indemnification
     provisions contained in this Agreement. Upon the request of any party, the
     other party shall supply the requesting party with satisfactory evidence of
     such coverage.

6.6  Nothing contained in this Agreement shall be construed to give any person
     other than the parties hereto any legal or equitable right, remedy or
     claim, under or with respect to this Agreement.

                                    SECTION 7
                                 CONFIDENTIALITY

7.1  The parties each acknowledge and agree that each has developed certain
     trade secrets, client lists, software, knowledge, data, processes, plans,
     procedures, manuals and techniques, other proprietary information,
     including but not limited to confidential medical information obtained from
     patients, physicians, nurses, clinics and hospitals; audit related
     information; Payor Agreements; Participating Provider Agreements, except as
     otherwise permissible in the Participating Provider Agreements, which may
     include marketing and pricing information; and any information regarding
     the relationships of the party with its Participating Providers, Payors or
     clients (collectively "Confidential Information"). For purposes of this
     Agreement, the party that has developed Confidential Information to which
     the other has access is referred to as the "Protected Party ." Except with
     the express written consent of the Protected Party,


                                        8
<PAGE>
     or as provided herein, the other party shall not disclose to others or take
     or use for such other party's own purposes or the purposes of others at any
     time, any Confidential Information of the Protected Party not otherwise in
     the public domain that may have been or may be obtained by the other party
     by reason of its relationship with the Protected Party. Notwithstanding the
     foregoing, the parties recognize that patients' medical records are
     confidential and are not to be disclosed to third parties without the
     consent of the relevant patient, unless otherwise permitted or required by
     applicable law. This provision shall survive the termination of this
     Agreement.

7.2  This Agreement shall not be construed to grant either party any licenses or
     similar rights to Confidential Information disclosed or delivered to it by
     the other party. Any breach by a receiving party of its obligation under
     this Agreement would result in irreparable injury to the Protected Party.
     In seeking enforcement of any of these obligations, the Protected party
     will therefore be entitled (in addition to all other remedies) to seek
     injunctive and other equitable relief to prevent or restrain the breach of
     this Agreement. This provision shall survive the termination of this
     Agreement.

                                    SECTION 8
                                BOOKS AND RECORDS

8.1  FHMRM and NETWORK shall maintain such books and records, including but not
     limited to, payment records, notices, accounting and administrative
     records, as shall reasonably be required to accurately account for all
     services, duties and obligations provided for pursuant to this Agreement
     and any matters necessary for the proper administration of this Agreement.
     Such books and records shall be maintained in accordance with the general
     standards applicable to such books or record keeping and shall be
     maintained for a term of at least seven (7) years, and such obligation
     shall not terminate upon termination of this Agreement.

8.2  FHMRM and NETWORK shall have the mutual right to inspect, audit and copy,
     upon no less than thirty (30) days prior written notice to the other party,
     and during normal business hours or at such other times as may be agreed
     upon, said relevant books and records as they pertain to this Agreement.
     Such information shall be provided to each party hereto pursuant to
     procedures designed to protect the confidentiality of patient health care
     records in accordance with applicable legal requirements and recognized
     standards of professional practice. This right shall continue to be
     provided for a period of not less than five (5) years after the date of
     discharge, end of the treatment, or end of FHMRM services, whichever is
     later. This provision shall survive the termination of this Agreement.

                                    SECTION 9
                                     NOTICES

9.1  Any notice, request, demand or other communication required or permitted
     hereunder shall be in writing and shall be delivered personally or sent
     postage prepaid by certified mail, return receipt requested, or sent by
     overnight delivery service to the respective address of the parties set
     forth on the signature page, or such other address as may hereafter be
     specified for any party by written notice. Such notice shall be treated as
     being effective immediately if delivered personally, or three (3) days
     after mailing by certified mail, or one (1) day after deposit with an
     overnight delivery service.

                                   SECTION 10
                         REPRESENTATIONS AND WARRANTIES

10.1 NETWORK warrants and represents that the transactions contemplated hereby
     are (i) within the corporate powers of NETWORK; (ii) have been duly
     authorized by all necessary corporate action of NETWORK; (iii) constitute
     the legal, valid and binding obligation of NETWORK, enforceable against it
     in accordance with its terms; and (iv) do not and will not conflict with or
     result in a breach of any of the provisions of, or constitute a default
     under the provisions of any law, regulation, licensing requirement, charter
     provision, by-law or other instrument applicable to NETWORK or its
     employees or to which NETWORK is a party or may be bound.

10.2 FHMRM warrants and represents that the transactions contemplated hereby are
     (i) within the corporate powers of FHMRM; (ii) have been duly authorized by
     all necessary corporate action of FHMRM; (iii) constitute the legal, valid
     and binding obligation of FHMRM, enforceable against it in accordance with
     its terms; and (iv) do not and will not


                                        9
<PAGE>
     conflict with or result in a breach of any of the provisions of, or
     constitute a default under the provisions of any law, regulation, licensing
     requirement, charter provision, by-law or other instrument applicable to
     FHMRM or its employees or to which FHMRM is a party or may be bound.

                                   SECTION 11
                                  MISCELLANEOUS

11.1 This Agreement does not preclude FHMRM from entering into agreements with
     health care providers directly or indirectly.

11.2 This Agreement (including all attachments incorporated by reference and
     attached hereto) constitutes the entire Agreement among the parties and
     supersedes any and all agreements, either verbal or written, among the
     parties with respect to the subject matter hereof.

11.3 No modification, amendment or alteration of this Agreement shall be
     effective unless made in writing and signed by all the parties to this
     Agreement.

11.4 This Agreement shall not be assigned or transferred (whether by merger,
     consolidation, sale of assets, or otherwise) by any party without the prior
     written consent of the other party, provided however, that FHMRM shall be
     permitted to automatically assign or transfer its rights and obligations
     under this Agreement to any subsidiary, affiliate, or successor of FHMRM.
     Any purported assignment in violation of this provision shall be
     ineffective for all purposes.

11.5 The waiver of any breach of any provision of this Agreement shall not be
     deemed to be a waiver of any subsequent breach or of any other provision of
     this Agreement. Any such waiver shall also not be construed to be a
     modification of the terms of this Agreement.

11.6 Any provision of this Agreement which is in conflict with the statutes,
     local law or regulations of the state in which services are provided, is
     hereby amended to conform to the minimum requirements of such statutes.

11.7 The parties agree to meet and confer in good faith to resolve any problems
     or disputes that may arise under this Agreement. Such negotiation shall be
     a condition precedent to the filing of any arbitration demand by either
     party. The parties agree that any controversy or claim arising out of or
     relating to this Agreement (and any previous agreement between the parties
     if this Agreement supersedes such prior agreement) or the breach thereof,
     whether involving a claim in tort, contract or otherwise, shall be settled
     by final and binding arbitration in accordance with the provisions of the
     California Arbitration Act (California Code of Civil Procedure Sections
     1280, et seq.). The parties waive their right to a jury or court trial.

     A single, neutral arbitrator who is licensed to practice law shall conduct
     the arbitration in Los Angeles. The complaining party serving a written
     demand for arbitration upon the other party initiates these arbitration
     proceedings. The written demand shall contain a detailed statement of the
     matter and facts supporting the demand and include copies of all related
     documents. FHMRM shall provide NETWORK with a list of three neutral
     arbitrators from which NETWORK shall select its choice of arbitrator for
     the arbitration. Each party shall have the right to take the deposition of
     one individual and any expert witness designated by another party. At least
     thirty (30) days before the arbitration, the parties must exchange lists of
     witnesses, including any experts and copies of all exhibits to be used at
     the arbitration. Arbitration must be initiated within six months after the
     alleged controversy or claim occurred by submitting a written demand to the
     other party .The failure to initiate arbitration within that period
     constitutes an absolute bar to the institution of any proceedings.

     Judgment upon the award rendered by the arbitrator may be entered in any
     court having jurisdiction. The decision of the arbitrator shall be final
     and binding. The arbitrator shall have no authority to make material errors
     of law or to award punitive damages or to add to, modify or refuse to
     enforce any agreements between the parties. The arbitrator shall make
     findings of fact and conclusions of law and shall have no authority to make
     any award, which could not have been made by a court of law. The prevailing
     party, or substantially prevailing party's costs of arbitration, is to be
     borne by the other party, including reasonable attorneys' fees.


                                       10
<PAGE>
11.8 If any provision of this Agreement is rendered invalid or unenforceable by
     any local, State, or federal law, rule or regulation, or declared null and
     void by any court of competent jurisdiction, the remainder of this
     Agreement shall remain in full force and effect.

11.9 This Agreement shall be governed by and construed in accordance with the
     laws of the State of California, except to the extent pre-empted by Federal
     law.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their respective officers duly authorized to do so and bind each organization to
the terms and conditions of this Agreement effective as of the day first above
written.

FMHRM                                     NETWORK:
FOUNDATION HEALTH MEDICAL                 Rockport Healthcare Group Inc.
RESOURCE MANAGEMENT

By: /s/ Ronald E. Seibel                  By: /s/ Harry M. Neer
    --------------------                     ---------------------------------
    Ronald E. Seibel                         Harry M. Neer

Its:__President______________________     Its:_ President
    --------------------                     ---------------------------------

Address:                                  Address:

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

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


                                       11
<PAGE>
                                   EXHIBIT "A"

                         NETWORK CREDENTIALING CRITERIA

PURPOSE

The  purpose  of the credentialing program of Foundation Health Medical Resource
Management  ("FHMRM")  is  to  provide  injured  or  ill  workers with access to
qualified  health  care  providers.  To  determine  a provider's qualifications,
FHMRM  will  verify  the education, training and experience of providers through
the  establishment  of  a  program  of  credentials  review.

SCOPE  OF  PROGRAM

This  policy  applies  to  all  health care providers both primary and ancillary
licensed  by  the  state  they  practice  within.

DISCLAIMER

FHMRM  will  not  discriminate  in  terms  of  participation,  adjudication,  or
indemnification,  against  any  healthcare professional who is acting within the
scope of his or her license or certification under the state law.  Only licensed
and  qualified  providers  who  meet  FHMRM's  standards  and  participation
requirements  are  accepted  or  retained  in  the  provider  network.  The
credentialing process is administered by FHMRM or by entities delegated by FHMRM
that  agree  to  credential  providers  in  accordance  with  FHMRM  criteria.

CONFIDENTIALITY

FHMRM  recognizes the confidential nature of the information obtained during the
credentialing  program  and  will  take all necessary precautions to protect the
privacy of the provider.  Only FHMRM employees, agents or representatives with a
need  to  know,  as  determined  by  FHMRM,  will  have  access  to confidential
documentation  and  will  conduct  business  in  a professional and confidential
manner.

ORGANIZATION

The  FHMRM  Credentialing  Program  is developed, maintained and directed by two
independent  bodies:

-    The Credentialing Department, whose responsibilities include all
     administrative credentialing processes, and

-    The Credentialing Committee, as the decision-making body of the program.

CREDENTIALING  DEPARTMENT

The  Credentialing  Department  consists  of  credentialing  staff  who  are
knowledgeable  about the principles and procedures of health care credentialing.
The  staff  is trained in the credentialing process and mandatory attendance for
training  programs  is  documented.  A  well-trained  staff  must  process
credentialing  applications  in  a  timely  manner.

CREDENTIALING  COMMITTEE

FHMRM  has  established  a  Credentialing  Committee  that:

-    has designated authority from corporate management to conduct the
     credentialing program;
-    is accountable to corporate management for the credentialing program;
-    includes health care providers;
-    meets as often as necessary to discuss whether providers are meeting
     standards of care acceptable to the Credentialing Committee, and to approve
     or deny the participation of providers;
-    maintains minutes of all Credentialing Committee meeting including actions
     on health care providers who have been accepted or denied Network
     participation, or whose applications are still pending;
-    evaluates and reports, at least annually, on the overall effectiveness of
     the credentialing program; and
-    annually reviews and approves policies and procedures relevant to
     credentialing.


                                       12
<PAGE>
The  Credentialing  Committee  meets,  at minimum, once every three (3) weeks to
review  new  provider  applications  and  discuss any other outstanding provider
applications.  A  quorum  for  the meeting will be seventy-five percent (75%) of
its  designated membership.  Decisions will be made by a simple majority vote of
those  present.  The Credentialing Committee must consist of, at a minimum, five
(5)  members  (and  be  an  odd  number)  and  contain  representatives from the
following  departments:
-    quality management department (one or more representative);
-    network management department; and
-    utilization management department.

One  member of the Credentialing Committee is a health care provider who acts as
Medical  Director.  The  Medical  Director  is  responsible  for:

-    the clinical aspects of the credentialing program; and
-    interfacing and communicating with health care providers regarding
     credentialing and recredentialing issues and problems.

The  Credentialing  Committee  is responsible for devising a mechanism to access
various  specialists  for  consultations  as  needed to complete the review of a
health  care  provider.

STANDARDS  OF  PARTICIPATION

Health  Care Providers are required to comply with the following requirements as
applicable  to  the  provider's  specialty  while  contracted  by  FHMRM:
-    Complete a FHMRM approved application;
-    Answer all confidential questions and provide written explanation for the
     following:
     -    Illegal drug use;
     -    History of loss of license and felony convictions;
     -    History of loss of limitation of privileges or disciplinary activity;
     -    Attestation by the provider of the correctness and completeness of the
          application; and
     -    The provider's ability to perform all essential functions of the
          position with or without accommodations and provide explanation in
          writing if unable to do so;
-    Possess a current license or certification to practice issued by the state;
-    Posses adequate and appropriate education and training for the services the
     provider is contracted to provide;
-    Possess a current DEA certificate as applicable;
-    Provide work history for previous five years;
-    Allow the FHMRM to investigate professional liability claims history which
     may have resulted in settlements or judgments paid by or on behalf of the
     provider for the last five years;
-    Absence of Medicare/Medicaid sanctions;
-    Be free of felony convictions;
-    Be free of criminal convictions for the previous 10 years that involve
     implications of violence, non-consensual touching such as sexual abuse or
     battery, or financial impropriety; and
-    Dedicate a minimum of thirty-five percent (35%) of their practice to
     workers' compensation business of primary treating providers and on a case
     by case basis for specialists.

Providers who deviate from the standards below will be investigated to determine
whether  to  grant  participation  to  the  network.  Providers  who  fail  to
participate  in such investigations or fail to meet the following standards will
be  denied  admittance.

APPLICATION  FOR  NETWORK  PARTICIPATION

Health care providers wishing to become network participants to provide services
to  injured or ill workers are required to complete a credentialing application.
Incomplete  applications  will  be  returned  to  the  provider  for completion.
Completed  applications  will  be  forwarded to the Credentialing Department for
review.

The  credentialing  application  and  supporting  documentation are confidential
materials  and  are  to  be handled in a professional and sensitive manner.  Any
staff member who breaches the confidentiality of the credentialing program could
be  subject  to  disciplinary  action.


                                       13
<PAGE>
The  application  will  request  the  following  information  and documentation:
-    Personal information including full legal name, date of birth, social
     security number and gender;
-    Practice information to include:
     -    Federal Tax Identification Number;
     -    Primary office address; and
     -    Access and availability information, including office hours and
          coverage protocols;
-    Education, training, work history during the past five years or since last
     credentialed, and board certification, if applicable;
-    Professional and hospital affiliations;
-    State licensure, specialty certification, DEA registration, and state
     controlled substance license, if applicable;
-    Professional liability insurance information;
-    Professional liability claims history;
-    History of all sanctions, including penalties levied by hospitals,
     licensing boards, government entities and other managed care organizations;
-    Disclosure of any physical, mental, or substance abuse problem(s) that
     would impede the provider's ability to provide care according to accepted
     standards of professional performance or pose a threat to the health and
     safety of patients; and
-    Statement of completeness, veracity and release of information waiver,
     signed and dated by the provider.

Verification  timelines  are  applicable  for  all  practitioners.

                           VERIFICATION SOURCE TABLES

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
              DOCTOR OF MEDICINE (MD) AND DOCTOR OF OSTEOPATHY (DO) PRIMARY SOURCE VERIFICATION
------------------------------------------------------------------------------------------------------------
<S>               <C>                       <C>                         <C>                     <C>   <C>
Items Requiring   Sources of Verification    Methods of Verification    Evidence of             Cred  Recred
Verification for  (who verified with:        (how verified: copy of     Verification
Credentialing     agency name,               document, oral
and               organization, etc.)        Oral/Written, etc.)
Recredentialing
----------------  ------------------------  --------------------------  ----------------------  ----  ------
License,          Medical Board of          For MDs, screen print       Document in file/or     Cred  Recred
Sanctions and     California (MBOC)         MBOC website MBOC           binder.  Oral/written
Limitations on                              Hot Sheet reviewed          verification from
Licensure         Osteopathic Medical       monthly.  For DOs,          OMBC in file NPDB-
                  Board of California       oral/written verification   Written, evidenced
                                    (OBMC)  from OMBC Screen print      by:  Batch number,
                                            out electronic query of     Received date, Staff
                  National Practitioner     NPDB                        member initials, Date
                  Data Bank (NPDB)
----------------  ------------------------  --------------------------  ----------------------  ----  ------
Hospital          Hospital Medical Staff    Oral/written verification   Oral/written            Cred  Recred
privileges        Office or Practitioner    from hospital medical       verification from
                                            staff office                hospital medical staff
                                                                        office in file
----------------  ------------------------  --------------------------  ----------------------  ----  ------
</TABLE>

PRIMARY  SOURCE  VERIFICATION

Primary  source verification is information provided by the issuing entity.  The
following  will  be  verified  using  primary  source  verification  methods;
-    Current valid license to practice medicine; and
-    Hospital privileges, if applicable.

SECONDARY  VERIFICATION

Secondary  verification  includes  copies  of  information requested, reports or
verifications  from  sources  other  than  the  issuing  entity:


                                       14
<PAGE>
-    Medical and professional education and training;
-    Board certification(s);
-    Professional liability history during the last five years;
-    DEA Registration Certificate and state controlled substance license, if
     applicable;
-    Professional liability insurance coverage;
-    Disciplinary actions taken under state or federal regulation; and
-    Work history during the past five years.

The  Credentialing Department will periodically audit secondary verification via
random  phone  calls  to  the  issuing entities of ten percent (10%) of provider
applicants.

PODIATRIC  VERIFICATION  FOR  BOARD  CERTIFICATION

Board  certification for podiatrists will be recognized and verified through the
American  Board  of  Podiatric  Surgery,  1601 Dolores Street, San Francisco, CA
94110-4906,  (415)  826-3200.

CHIROPRACTIC  VERIFICATION  FOR  DISCIPLINARY  ACTIONS

Verification  of  disciplinary  actions  for  chiropractic  providers  will  be
completed  through.  The  Chiropractic Information Network/Board Action Databank
or  CIN-BAD,  a  project  of  the  Federation  of Chiropractic Licensing Boards.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
     Procedure                                           Responsible
                                                         Party/Timeframe
--------------------------------------------------------------------------------
<C>  <S>                                                 <C>

 1.  A Physician Provider                                Contract
     Application Form will be                            Negotiator
     sent to the Physician in
     conjunction with the
     Provider Contract.
--------------------------------------------------------------------------------
 2.  The Physician Provider                              Provider
     Application Form will be
     completed by provider and
     returned along with copies
     of the required
     substantiating information.
--------------------------------------------------------------------------------
 3.  The Physician Provider                              Contract
     Application Form will be                            Negotiator
     reviewed for completeness.
     Follow up for any missing
     or incomplete items will be
     initiated.  Completed
     Physician Provider
     Applications and the signed
     Contract will be forwarded onto the Credentialing
     Department for additional
     review.
--------------------------------------------------------------------------------
 4.  The application information                         Credentialing
     is confirmed through                                Department/ up to 30
     primary or secondary                                days
     source verification.  All sources
     must include the date the
     information was verified.
--------------------------------------------------------------------------------
 5.  The Credentialing                                   Credentialing
     Department will prepare a                           Department/ up to 60
     roster of providers who are                         days
     non-compliant with EOS
     standards for participation
     (outlining criteria failures
     for each such provider).  For
     providers reporting (or for
     whom the primary
     verification process reflects)
     current or prior 'adverse
     actions, Credentialing
     staff members conduct an
     investigation and prepare
     individual case summaries
     outlining the nature of the
     adverse action(s), including
     supporting documentation.
--------------------------------------------------------------------------------
 6.  For providers reporting (or                         Credentialing
     for whom the primary                                Department/ up to 30
     verification process reflects)                      days
     a health condition/impairment or
     current/past chemical
     dependency or substance
     abuse, credentialing
     Department will collect
     health status and prepare
     individual case summaries outlining
     the nature of the
     condition/impairment(s),
     including supporting documentation.
--------------------------------------------------------------------------------
 7.  The complete Physician                              Credentialing
     Provider Applications Form                          Committee/ up to 6
     will be reviewed and                                weeks
     approved by the Credentialing Committee.
--------------------------------------------------------------------------------
 8.  Approved Physician                                  Credentialing
     Provider Applications                               Department/ 1 day
     Forms and Contracts will be
     returned to Network
     Development for final
     preparations to forward
     completed material onto Data
     Management for provider
     record configuration.
--------------------------------------------------------------------------------
 9.  The Credentialing Committee reviews the             Credentialing
     roster and approves administrative                  Committee/ up to 6
     denials of network participation                    weeks
     for non-compliant providers.
--------------------------------------------------------------------------------


                                       15
<PAGE>
PROCEDURE (CONTINUED):
--------------------------------------------------------------------------------
                                                         Responsible
                                                         Party/Timeframe
--------------------------------------------------------------------------------
10.  The Credentialing                                   Credentialing
     Committee conducts a peer                           Committee/up to 6
     review process for providers                        weeks, 2 mos if
     with noted adverse actions.                         additional info needed
     The Committee determines
     whether the provider
     should be admitted without
     restriction, admitted with
     Medical Director oversight, or denied
     admission.  The Committee
     may decide to request
     further information from the
     provider or others with
     knowledge of the matter(s)
     prior to rendering a decision
     on the application.
--------------------------------------------------------------------------------
11.  The Credentialing Committee conducts a peer         Credentialing
     review process for providers for                    Committee
     whom a health status issue
     has been noted.  For each
     such provider the Committee determines
     whether, in light of the
     information collected
     concerning the provider's
     health status, the provider is
     able to perform the essential
     functions of a provider in the same area of
     practice without causing a
     threat to the health or safety
     of patients.  The Committee
     may recommend that the provider should be
     admitted to participation in
     the network without restriction,
     admitted with oversight or denied admission.
--------------------------------------------------------------------------------
12.  Provider is notified of the Credentialing           Credentialing
     Committee's action approving or                     Department/ up to 2
     denying provider's                                  weeks
     admission to the network in
     writing.  Providers denied
     admission are notified in
     writing of the action and its
     supporting rationale.  If
     the denial is based on a
     health status/quality of
     care/medical disciplinary
     cause or reason, the
     provider is afforded fair
     hearing rights.Administrative denials
     (i.e., denials for failure to remedy a deficient
     application; denials for network
     adequacy or other non- quality
     related business reasons) do
     not trigger hearing rights.
--------------------------------------------------------------------------------
</TABLE>

DEFINITIONS

Adverse  actions  are  defined  as:

-    Criminal indictments or convictions;
-    Licensure action taken by, or an 805 Report filed with any state;
-    Any reduction, suspension, termination or revocation of hospital staff
     privileges;
-    Any professional liability settlement above fifty thousand dollars
     ($50,000) within the last (5) years;
-    An aggregate of cases which the total settlement is one hundred thousand
     dollars ($100,000) or more all within the last 10 years;
-    Reportable actions to the National Provider Data Bank;
-    Any reported Medicare sanction activity by the Health Care Financing
     Administration; - Any reported Medicaid sanction activity by the Department
     of Health Services; or - A pattern or trend (2 or more) actions or
     complaints filed against a provider over a ten (10) year period.

A  serious  complaint  is  defined  as  any  complaint  against  a physician who
indicates  a  failure  to  comply  with  the  professional and ethical standards
applicable  to  such  provider.

A  series  of complaints is defined as three similar complaints within one year,
regardless of their severity, which may indicate a pattern of conduct that fails
to  comply  with  the  professional  and  ethical  standards  applicable to such
provider.

Substantial variance or discrepancy includes reports of a provider's malpractice
claims  history,  actions  taken  against  a  provider's  license/certificate,
suspension  or  termination  of  hospital  privileges  or  board  certification
expiration, or other omission that have not been self-reported on the provider's
application  form.

INVESTIGATION

The  Credentialing  Department  will  investigate and make a decision within six
weeks  of  all  adverse  actions,  serious  complaints,  series of complaints or
substantial  variance  against  contracted  providers  and provider providers by
issuing  a  letter of inquiry regarding the matter to the provider, contracting,
IPA,  medical  group  or  facility.


                                       16
<PAGE>
Provider  will  be  notified  in  writing,  via  letter or fax, when information
obtained  by  primary  sources varies substantially from information provided on
the  provider's  application.  Providers  will be notified of the discrepancy at
the time of primary source verification via certified mail.  Sources will not be
revealed  if  information  obtained  is  not  intended  for  verification  of
credentialing  elements  or  is  protected  form  disclosure  by  law.

If  a  provider believes that erroneous information has been supplied by primary
sources,  the  provider  may  submit  written  notification to the Credentialing
Department.  Providers  must  submit  a written notice (via letter or fax) along
with  a  detailed  explanation to the Manager of Credentialing.  Notification to
EOS  must occur within 48 hours of notification to the provider of a discrepancy
or  within  24  hours of a provider's review of the credentials file as provided
above.

Upon  receipt  of  notification  from the provider, the Credentialing Department
will re-verify the primary source information in dispute.  If the primary source
information  has  changed, correction will be made immediately to the provider's
credentials  file.  The  provider  will  be  notified  in writing, via certified
letter,  that  the  corrections  has  been  made  to  the  credentials  file.

If,  upon  re-review,  primary  source  information  remains  inconsistent  with
provider's  notification, the Credentialing Department shall notify the provider
via  letter  or  fax.  The  provider may then provide proof of correction by the
primary  source body to the Credentialing Department via certified letter within
10  working  days.  The  Credentialing  Department will re-verify primary source
information  if  such  documentation  is  provided.  If,  after 10 working days,
primary  source  information remains in dispute, the provider will be subject to
action  up  to  administrative  denial/termination.

A  summary  of  the  Credentialing  Department's  findings  will  be  put in the
provider's  credentialing file.  The file will be forwarded to the Credentialing
Committee  for  review  at  its  next  regularly  scheduled  meeting.

CREDENTIALING  COMMITTEE  REVIEW

The  Credentialing  Committee reviews and thoroughly discusses each investigated
file to determine the appropriate course of action.  The Credentialing Committee
may  recommend  one  of  the  following  actions.
-    Refer back to the Credentialing Department to obtain additional
     information;
-    Allow the provider to become or remain a provider without restriction;
-    Impose restrictions on the participation of a provider;
-    Deny or reject a provider's application; or
-    Terminate or revoke a provider's participation in the network for any
     provider with restrictions imposed on their license to practice medicine.

If the additional information is required, the Credentialing Department will act
within sixty (60) days, according to the Credentialing Committee's instructions.
After the new information is received, the case file will be reconsidered at the
next  regularly  scheduled  Credentialing  Committee  meeting.

NOTICE  OF  DETERMINATION  TO  PROVIDER

The  Credentialing  Committee  Chair will notify the provider of the Committee's
determination.  Written  notification  (sent  via  certified mail/return receipt
requested)  to  the  provider  concerning  any of the above actions includes the
following  information:
-    The final proposed action; and
-    Notice that the provider has a right to appeal the final propossed action
     in writing, within 30 calendar days from the date of the written
     notification.

SUMMARY  SUSPENSION

If  the  Credentialing Department is informed of a situation which, if correctly
reported,  may  create an imminent danger to the health or safety of any injured
worker, the Committee Chair or Medical Director, will investigate the matter and
take  immediate action to protect injured workers.  To the extent feasible, such
action  shall  be taken in consultation with the affiliated IPA or Medical Group
Medical  Director(s),  if  any.


                                       17
<PAGE>
The  Credentialing Committee Chair or Medical Director may summarily suspend the
provider  and/or  convene  a  special  meeting of the Credentialing Committee to
determine  what further actions, if any, should be taken.  If a decision is made
to  suspend  the  provider  pending  further  investigation  and  Credentialing
Committee action, the provider and the Medical Director(s) of the affiliated IPA
or  Medical Group are notified in writing as outlined above.  Notification shall
be  sent  via  overnight  mail  within  24  hours  of  the  decision.

Appropriate  departments  within  FHMRM are also notified in order to update the
change  of  status  in  the  system.

POLICY  STATEMENT

Practitioner  whose  participation  in FHMRM's provider network has been denied,
reduced,  suspended,  or  terminated  for  quality  of care/medical disciplinary
causes or reasons shall be provided notice by certified mail and opportunity for
a  hearing  in  accordance  with  this  policy.

PURPOSE

The  purpose  of  this  policy  is to provide due process to practitioners whose
participation  in  FHMRM's  provider  network  has  been adversely affected by a
Credentialing  Committee peer review decision based on a quality of care/medical
disciplinary  causes  or  reasons.

SCOPE

This  policy  applies  to  all  physicians  (MDs,  DOs);  podiatrist  (DPMs);
chiropractors  (DCs);  and such other practitioners authorized by law to deliver
health  care  services  in  outpatient independent practice settings as EOS may,
from  time  to  time,  add  to  its  provider  network.

PROCEDURE

     Grounds for a Hearing. Whenever the Credentialing Committee, after
     investigation and on the basis of a quality of care/medical disciplinary
     cause or reason, votes to take one of the actions listed below; the
     practitioner, subject to that action, shall be entitled to notice of such
     action prior to its finalization ("Notice of Proposed Action") and request
     a hearing in accordance with the terms of this policy/procedure; such
     procedural rights are limited to Credentialing Committee decisions to:
     -    deny or terminate the practitioner's participation in FHMRM'S provider
          network;

     -    suspend or reduce practitioner's network participation privileges for
          more than thirty (30) days in any twelve month period; or

     -    summarily suspend practitioner for more than fourteen (14) consecutive
          calendar days.

     Notice of Final Proposed Action. The written Notice of Final Proposed
     Action ("the Notice") provided to practitioner shall include all of the
     following information:
     -    That an action against the practitioner has been proposed by the
          Credentialing Committee, which, if adopted, shall be taken as may be
          required by law or warranted by the circumstances to protect the
          health and safety of patients.


                                       18
<PAGE>
                                  EXHIBIT "B-1"

                               PHYSICIAN AGREEMENT

This  Physician Agreement ("Agreement"), is entered into by and between Rockport
Healthcare  Group,  Inc.,  a  Delaware  Corporation  ("RHG"),  its  subsidiaries
Rockport  Community  Network,  Inc.  (a  preferred  provider  organization  for
occupational  injuries  and  illness),  Newton  Healthcare  Network, Inc. LLC (a
preferred  provider  organization  for  group and individual health and personal
injury  protection),  and  Rockport Preferred, Inc. (a medical savings card) and
_______________________________("Physician"),  and  will  become effective as of
the  date  the  Agreement  is  executed  by  RHG.

WHEREAS,  RHG  is  engaged  in  the  business  of  developing  and  acting in an
administrative  capacity  in providing individual and group accident and health;
occupational  injury and illness; personal injury protection; and Medical Access
Savings  Card  provider  networks  that  offer  a  new  integrated  continuum of
healthcare  services.

WHEREAS,  Physician  desires  to  provide  medical  care  services to "Qualified
Participants" who are covered by Payor Agreements at the rates in Exhibit B; and

WHEREAS,  RHG  has  entered into Agreements with one or more insurance carriers,
self insured groups, third party administrators and bill review/cost containment
companies  to  provide  for  medical  service  for  employers.

NOW,  THEREFORE, in consideration of the premises, the mutual promises contained
herein,  and  other good and valuable consideration, the receipt and sufficiency
of  which  are  hereby  acknowledged,  it  is  mutually  agreed  as  follows:

I.  DEFINITIONS

When  used  in this Agreement and unless the content otherwise clearly requires,
the  following  words  and  terms  shall  mean:

I.1  "Physician"  means  a  licensed  Medical  Doctor  or  Doctor of Osteopathic
      ---------
Medicine,  or  group  of  same  who desire to become a Member Provider with RHG.

I.2  "Qualified  Participant" means: (a) an employee, member and/or dependent of
      ----------------------
an RHG payor/client who is eligible to receive certain healthcare benefits under
an  individual  or  group  accident  and  health  benefit  plan, personal injury
protection  plan, or any other insurance program; (b) a person who presents with
authorization  from  the  Employer prior to the initiation of treatment that the
worker  is  currently employed and that the presenting problem was work related,
either  in writing or by telephone; and (c) individuals and/or families eligible
to  receive  contracted  rates  as  described  in  Exhibit  B by virtue of their
verified  participation  in  the  Medical  Access Savings Card Program, which is
neither  an  insurance  or  benefit  plan.

I.3  "Payor"  means  an  individual,  organization, firm or governmental entity,
      -----
including  but  not  limited  to  an  employer,  self-insured employer, employer
coalition,  health  insurance  purchasing  cooperative,  insurer,  third  party
administrator,  or  a  Qualified  Participant  in  a Medical Access Savings Card
Program.  These  Payors  have  entered  into a Payor Agreement  with RHG for the
provision  of  healthcare services to  Qualified Participants and have agreed to
pay  for  such  services,  pursuant  to  such  Payor  Agreement.

I.4  "Payor  Agreement"  means  the agreement between RHG and a Payor, which  is
      ----------------
made  before,  on  or  after  the  effective  date  of  this Agreement and which
expresses  the  agreed  upon  contractual rights and obligations of the parties.

I.5  "Member  Provider"  means any physician; physician group; hospital; surgery
      ----------------
center;  diagnostic  imaging  center; laboratory; clinic; chiropractor; dentist;
podiatrist;  psychologist;  social  worker;  physical,  occupational  and speech
therapist;  etc.  licensed  or  certified to practice a healthcare profession or
licensed as a facility to offer healthcare services, in the state where services
are  rendered,  who  has  met the credentialing requirements of RHG, and who has
been  accepted  by RHG as a Member Provider and who has executed a contract with
RHG.

I.6  "Primary  Care  Physician"  means  a  Member  Provider  who  has  met  the
      ------------------------
credentialing  requirements  of  RHG  to  be  a  Primary  Care  Physician and is
designated  by  RHG  as  a  Primary  Care  Physician.


                                       19
<PAGE>
I.7  "Specialist  Physician"  means  a  Member  Provider  who  has  met  the
      ---------------------
credentialing  requirements  of  RHG  to  be a Specialist Physician, and to whom
Primary  Care  Physicians may refer for necessary and authorized care other than
primary  care  services.

I.8  "Occupational/Industrial  Medical  Clinics"  means  primary medical clinics
      -----------------------------------------
that  specialize  in  work  related  injuries  and  illnesses.

I.9 "Emergency" means those health care services that are provided in a hospital
     ---------
emergency  facility  after  the  sudden onset of a medical condition manifesting
itself  by symptoms of sufficient severity, including severe pain, such that the
absence of immediate medical attention could reasonably be expected by a prudent
layperson  possessing an average knowledge of health and medicine, to result in:
(i) placing the Qualified Participant's health in serious jeopardy; (ii) serious
impairment to bodily functions; or (iii) serious dysfunction of any bodily organ
or part. To the maximum extent permitted by law, the determination of whether an
Emergency  existed  at  the  time  covered  services were provided shall be made
exclusively  by  Payor.

I.10  "Covered  Services"  are  those  healthcare and health-related services as
       -----------------
defined  by  each  individual  benefit  plan  and state and/or federal rules and
regulations.  RHG  will  communicate  Payor  specific  Covered  Services to each
Member Provider.  Services covered under the Medical Access Savings Card Program
are  not  subject  to  this  definition.

I.11  "Utilization  Review  and  Quality Assurance Program" means the program or
       ---------------------------------------------------
programs,  applicable  to  the Payor, with the exception of Utilization Programs
for  Qualified  Participants  in  the  Medical  Access  Savings Card Program, as
amended from time to time, through which appropriate, cost-effective utilization
of  health  resources  is  sought  and  utilization  and  practice  patterns are
monitored  in  order to identify and, as appropriate, to correct deviations from
established norms.  Medical necessity and medically necessary determinations are
established and administered by the Payor or the Payor's designee, in accordance
with  Exhibit  A,  with  the  exception of Qualified Participants in the Medical
Access  Savings  Card  Program.

I.12  "Bill  and/or  Claim Form" means a HCFA 1500 and/or UB 92 used for billing
       ------------------------
for all services with regard to Accident and Health, Personal Injury Protection,
and  Occupational  Injury  and Illness Plans. For services rendered to Qualified
Participants of the Medical Access Savings Card Program, Member Provider can and
should  make payment arrangements prior to the delivery of care with the patient
or  responsible  party.  Services  provided  in  connection  with the use of the
Medical  Access  Savings Card must be documented by a receipt that the Qualified
Participant  may  use  for  tax  purposes or in conjunction with other coverage.
Member  Provider  can  pursue  collection  efforts directly with these Qualified
Participants  if  necessary.  All  others  will  be paid, when appropriate, only
after  submission  of  a  complete  and  accurate  claim  or  bill.

II.  PHYSICIAN  SERVICES  REQUIREMENTS

II.1  Occupational  Injuries  and Illnesses/Work Related Injuries and Illnesses.
      -------------------------------------------------------------------------
Physician  agrees  to  comply  with  his  or  her  state  rules, regulations and
administrative  procedures  and  any if applicable federal rules and regulations
involving  work  related  injuries  and  illnesses.

RHG  does  not establish clinical medicine guidelines, protocols or apply the to
national,  state  or  local  medical  practice  standards.  RHG  expects  the
physician's clinical practice to mirror the accepted clinical practice standards
in  the  community  in  which  she  or  he  practices.

There  are administrative pathways that enable the injured or ill employee to go
back  to work as quickly as possible and when medically appropriate, among these
are  i.)  completion  of  the  First  Injury Report and Work Status Reports in a
timely manner or in accordance with state rules and regulations ii.) If referral
is  necessary,  best  effort  to  refer  and receive an appointment within forty
eight  (48)  work  day  hours following the initial visit. iii.)  cooperate with
employers'  transitional  work  programs  and communicate on-going status of the
employee.


                                       20
<PAGE>
II.2  Services.  Physician  agrees  to  provide  or  arrange  for  all medically
      --------
necessary  health  care for Qualified Participants who seek care from Physician.
Physician  agrees to perform such services with the same standard of care, skill
and  diligence which is customarily used by Physicians in the community in which
such  services  are  rendered.  Physician  agrees  that  it  is  his/her  sole
responsibility  to verify that the individual presenting for care is a Qualified
Participant.  Physician  agrees  to  render  healthcare  services  to  Qualified
Participants in the same manner, in accordance with the same standards, and with
the  same time availability as offered to Physician's other patients.  Physician
shall ensure that services provided are consistent with RHG's programs, policies
and  procedures  and  the  applicable  Accident  and  Health,  Personal  Injury
Protection,  Occupational  Injury  and  Illness,  Medical  Access  Savings  Card
programs  and plans. Physician agrees to comply with and be bound by all Benefit
Plan  Designs,  State/Federal  rules  and  regulations,  Utilization  Review and
Quality  Assurance  Programs.

II.3  Non-Discrimination.  Physician  shall not differentiate or discriminate in
      ------------------
the  treatment  of  his/her  patients as to the quality of services delivered to
Qualified  Participants  because  of  race, sex, age, religion, national origin,
place  of  residence,  source  of  payment  or  health  status.  Physician shall
observe,  protect  and promote the rights of Qualified Participants as patients.

II.4  Covering  Physician.
      -------------------
Physician  agrees  to  devote  such  time  as is necessary to the performance of
his/her  obligations  under  this  Agreement,  including  maintaining reasonable
office  hours.  Physician  agrees to maintain accessibility either personally or
by covering arrangements with another Member Provider of like specialty or other
qualified  physician  approved by RHG, on a twenty-four (24) hour-per-day, seven
(7)  day-per-week  basis.  Physician  shall  ensure that such Member Provider or
other  physician  shall comply with RHG's and each Payors Utilization Review and
Quality  Assurance  Programs  and will comply with Article IV of this Agreement.

II.5  Referrals.  Except in a medical emergency or when authorized by RHG or its
      ---------
designated representative, Physician agrees to refer Qualified Participants only
to  other  Member  Providers,  as  defined  in I.5, when medically necessary and
appropriate. All referrals must be in accordance with the applicable Utilization
Review  and  Quality  Assurance Program unless specifically directed by RHG.  In
addition,  Physician agrees to use RHG's or the applicable Payors pharmaceutical
formularies,  if  any,  when prescribing medications for Qualified Participants.

II.6  Reports.  For  each  encounter  where  Physician  provides  services  to a
      -------
Qualified  Participant,  Physician shall report such encounter on an appropriate
form  and  shall  include  statistical, descriptive medical and patient data and
identifying  information, if and to the extent that reports are specified by RHG
or  its  designated  representative.

II.7  Professional  Requirements.
      --------------------------

II.7.1  Licenses.  Physician  shall be duly licensed to practice medicine in the
        --------
state  where  care  is  rendered  and  hold such other licenses, certifications,
registrations,  permits  and approvals as are required for the lawful conduct of
Physician's  practice.  Evidence of such current licensing and/or certifications
shall  be submitted promptly to RHG when data changes or renewal occurs and upon
request.  Physician  will  have,  where  appropriate, a current narcotics number
issued  by  the  appropriate  authority,  currently  the  United  States  Drug
Enforcement  Administration  ("DEA")  and/or  various State Controlled Substance
Registration  Authorities.

II.7.2  Medical  Staff  Privileges.  Certain medical specialties may not require
        --------------------------
hospital  privileges  such  as  Industrial and Occupational Medicine, Pathology,
Dermatology,  Allergy, etc.  Where appropriate, Physicians must maintain active,
unrestricted  staff privileges with at least one RHG Member Provider hospital or
Surgery  Center. Physician hereby consents to disclosure by such facility to RHG
of  all  data collected with respect to Physician in connection with Physician's
medical  staff  membership,  including  without  limitation all applications for
staff  privileges  and  any  renewals  thereof.

II.7.3 Organization's Requirements.  Physician shall comply with and be bound by
       ---------------------------
RHG's  criteria  for  provider  participation,  including  RHG's  administrative
policies  and  procedures,  as  adopted  and  amended  from time to time by RHG.
Physician  shall  cooperate  with  RHG's  periodic  evaluation  of  professional
qualifications  which  shall  include,  but  not be limited to, Physician giving
consent  to  the release of information from any facility at which Physician has
medical staff privileges.  In addition, Physician shall cooperate with RHG's and
each  Payor's  programs  and procedures, as approved by RHG, for the expeditious
resolution  of  any  grievance  or  complaint.

II.8  Notification  to  RHG.  Physician represents and warrants that information
      ---------------------
provided  herein and in the RHG provider application is true and accurate in all
respects  and  acknowledges  that  RHG  is  relying  on  the  accuracy  of  such
information  in


                                       21
<PAGE>
entering  into and continuing the term of this agreement. Physician shall notify
RHG  immediately  upon  becoming  aware  of the initiation of any investigation,
disciplinary  action,  sanction,  or  peer  review action against Physician that
could  result  in  (i)  suspension,  reduction  or  loss  of license to practice
Physician's  profession  or  to  provide  healthcare  services;  (ii)  denial,
suspension,  restriction,  reduction  or  termination  of  privileges  or  staff
membership  at  any health facility or by any peer review body; (iii) impairment
of Physician's ability to provide healthcare services safely; or (iv) imposition
of  any  sanction  under  the Medicare program or Medicaid program. In addition,
Physician  shall  provide  prior  written  notice  to  RHG of any changes in (i)
Federal  Tax  Identification  Number, (ii) other information provided in his/her
application  for  participation,  (iii)  Physician's  professional  liability
insurance, (iv) Physician's billing or office address, and (v) services provided
by  Physician.  A failure to give any notice required by this Section shall be a
material  breach  of  Physician's  obligations  and  responsibilities hereunder,
regardless  of  the  status, pendency or outcome of the event giving rise to the
obligation  to  give that notice, and may be grounds for delay in payment, claim
denial  and/or  immediate  termination  of  this  Agreement.

II.9  Medical  Records.  Physician  shall  maintain  complete and timely medical
      ----------------
records  for Qualified Participants treated by Physician.  Such records shall be
prepared  in accordance with accepted principles of practice, shall document all
services  performed  for  Qualified  Participants  and  shall  comply  with  all
applicable state and federal laws. Physician shall maintain such records for the
length  of  time  required  by  applicable state or federal law.  Subject to all
applicable  privacy and confidentiality requirements, such medical records shall
be  made available to each physician and other health professionals treating the
Qualified  Participant,  and  upon  request, to the Payor, RHG or its designated
representative  for review at no charge.  Physician shall obtain a valid consent
for  the  release  of  the  Qualified  Participant's  medical  records  to other
providers,  RHG,  Payor,  or  its  designated  representative.  RHG  agrees that
medical records of Qualified Participants shall be treated as confidential so as
to  comply  with  all  federal  and  state  laws  and  regulations regarding the
confidentiality  of  patient  records.  The  Physician's  obligations under this
Section  II.8  shall  survive  the  termination  of  this  Agreement.

II.10  Inspection  of Records and Operations.  RHG, Payor, with the exception of
       -------------------------------------
Qualified  Participants  in  the  Medical  Access  Savings  Card  Program  or  a
designated  representative,  shall  have  the right to inspect and audit, at all
reasonable  times  during  normal  business  hours,  upon  prior  notice, any of
Physician's  accounting,  administrative,  medical  records  and  operations
reasonably  pertaining  to  RHG, to services provided to Qualified Participants,
and  to  Physician's performance under this Agreement.  Physician further agrees
to allow RHG, Payor (with the exception of Qualified Participants in the Medical
Access  Savings Card Program), or a designated representative thereof, including
the  designated  utilization review, quality management, case management or peer
review  staff, to have reasonable access to treatment records and information of
Qualified  Participants  for services provided under the terms of this Agreement
as  necessary  to  enable  such  party to perform Utilization Review and Quality
Assurance  activities  in  accordance with the applicable Utilization Review and
Quality  Assurance  Program.  In addition, Physician agrees that in the event an
examination  concerning  the  quality  of  healthcare  services  is conducted by
appropriate  officials,  as  required  by  federal, state, and/or local law, RHG
shall  submit,  in  a  timely  fashion, any required books and records and shall
facilitate such examination.  RHG and Physician agree to assist one another with
on-site  inspection  of  facilities and records by representatives of authorized
federal,  state  and  local  regulatory  agencies.

II.11  Relationship of Parties.  Physician understands and agrees that he/she is
       -----------------------
an  independent  legal  entity.  Nothing in this agreement shall be construed or
deemed  to  create a relationship of employer and employee, principal and agent,
partnership  or joint venture or any relationship other than that of independent
parties  contracting  with each other solely to carry out the provisions of this
Agreement  for  the  purposes  recited  in  this  Agreement.  With regard to the
provision  of  medical and healthcare services, Physician acts as an independent
entity  and  the  Physician-patient  relationship  shall  in no way be affected.

II.12  Standards  of Care.  Physician agrees that all duties performed hereunder
       ------------------
shall  be  consistent with the proper practice of medicine, and that such duties
shall  be performed in accordance with the customary rules of ethics and conduct
of  the American Medical Association or American Osteopathic Association, as the
case may be, and such other bodies, formal or informal, government or otherwise,
from  which  physicians seek advise and guidance or by which they are subject to
licensing/certification  and control.  Additionally, Physician shall perform all
medical  and  healthcare  services in conformance with the standards for his/her
specialty  as  established  by  the  applicable  specialty  board  and  the
local/regional medical community.  Physician agrees that he/she shall not engage
in  any  acts of moral turpitude, as determined by RHG in good faith.  Physician
agrees that, to the extent feasible, he/she shall utilize such additional allied
health  and  other  qualified personnel as are available and appropriate for the
effective  and efficient delivery of care.  Physician shall ensure that all such
personnel  are  properly  licensed  and/or  possess the necessary credentials to
render  the  services  that  they  perform.

II.13  Right  to  Use  Physician's  Name.  Physician agrees to allow RHG to list
       ---------------------------------
Physician's name, specialty, address and telephone number and other relevant
information in a Member Provider directory or other materials to help promote
and


                                       22
<PAGE>
solicit contracts with Payors. Physician agrees not to use RHG's trademarks or
trade names without RHG's prior written consent.

II.14  Noncompliance.  Physician understands that his/her failure to comply with
       -------------
any of the requirements imposed on him/her pursuant to this Agreement may result
in  corrective  action  or  termination  of  this  Agreement  by  RHG.

II.15  Antitrust  Guidelines.  Physician  agrees  to  comply  with all antitrust
       ---------------------
guidelines and procedures promulgated by Federal and State entities and RHG from
time  to  time.

III.  RHG'S  OBLIGATIONS

III.1  Marketing  to  Payor.  RHG  shall  enter  into  agreements  with  Payors;
       --------------------
implement  systems to respond to Payors, Customers and Member Providers requests
for  information;  provide clarification of policies concerning the operation of
Plans  or  Programs, as defined by Payor Agreements; and assist Member Providers
to  obtain  information  or  clarification  regarding  the  Plans  or  Programs.
Physician  agrees  to work in cooperation with RHG to market the services of the
Member  Providers  to  Payors.

III.2  Utilization  Review  and  Quality  Assurance  Programs.  Payor  with  the
       ------------------------------------------------------
exception  of  Qualified Participants in the Medical Access Savings Card Program
or  RHG  may  establish  Utilization Review and Quality Assurance Programs. Such
programs shall be in accordance with the Standards and Guidelines established by
RHG  as  outlined  in  Exhibit  A,  which  may be amended from time to time upon
written  notice  to  Physician.

III.3  Credentialing.  RHG  will  perform  and/or  delegate  to  qualified
       -------------
organizations  credentialing  of  each  Physician  to  be  included  under  this
Agreement.  Credentialing  may  include  verification  of  all  information  and
documents  provided  in  the  application for participation and investigation of
Physicians  education,  training and practice history, including but not limited
to  queries  to  the  National  Practitioners Data Bank and current and previous
professional  liability  carriers,  Medicare  and  Medicaid.

III.4   Operational  Functions.  RHG shall assign a designated representative to
        ----------------------
be  a  liaison  with  the Physicians and Payors, with the exception of Qualified
Participants  in  the  Medical Access Savings Card Program, to devote reasonable
time  and  effort to perform RHG's responsibilities hereunder. RHG shall arrange
for  claims  processing  except for Qualified Participants in the Medical Access
Savings  Card  Program.

IV.  REIMBURSEMENT,  CLAIMS
     SUBMISSION  AND  PAYMENT

IV.1  Reimbursement.  RHG  shall  arrange  for  Payors  to  pay  Physician  the
      -------------
reimbursement  rates for services rendered to Qualified Participants pursuant to
Exhibit  B.  Physician  agrees  and acknowledges that RHG is acting solely in an
administrative capacity in providing a network of quality  health services.  RHG
is  not  the  claims  paying agent and will not be liable for the payment of any
amount  owed  by  a  Payor to Physician in the event that Physician is unable to
collect  such  amount  of  money.

IV.2   Reimbursement  Rates.  Physician  is to be paid by the Payor according to
       --------------------
the  rates  established  in  Exhibit  B.  Physician  hereby agrees that rates in
Exhibit  B,  which  may  be  amended  from  time  to time upon mutual agreement,
represent the total amount to be received and agrees to look solely to the Payor
for  payment  for  such  services.  Payment will be made for healthcare services
actually  rendered.  For  services  rendered  to  Qualified  Participants of the
Medical  Access  Savings  Card  Program,  Physician  can and should make payment
arrangements  prior  to  the  delivery  of  care  directly  with  the patient or
responsible party.  Services provided under the provisions of the Medical Access
Savings  Card  Program  must  be  documented  by  a  receipt  that the Qualified
Participant  may  use  for  tax  purposes or in conjunction with other coverage.
Physician  can pursue collection efforts directly with Qualified Participants of
the Medical Access Savings Card Program, if necessary.  All others will be paid,
when appropriate, only after submission of a complete and  accurate  claim.  RHG
does  not  guarantee  and  makes  no  guarantees, representations, warranties or
covenants  regarding  the  selection  or  use  of  Physician's  services  by any
Qualified  Participant  or  Payor,  or the number of patients, if any, which may
result  from participation in RHG's provider network.  The obligation of a Payor
to  reimburse  Physician  in  accordance  with  Exhibit  B  for the provision of
services  to  a  Qualified  Participant  shall  be conditioned upon a good faith
determination  by  the Payor or its designated representative that


                                       23
<PAGE>
(i)  Physician is in compliance with the Payor's utilization management program,
and  (ii) such services are medically necessary, whether such determinations are
made  before,  on  or  after  the  provision  of  services  to  such  Qualified
Participant.

IV.3  Bill  or  Claim  Forms.  Bill or Claim forms are required for all services
      ----------------------
with  the  exception  of  services  provided under the provisions of the Medical
Access  Savings  Card  Program.  All bills or claims  must be submitted complete
and  accurate  on HCFA 1500 and in the manner designated by RHG and must include
billed  charges  (not  discounted  rates) and appropriate codes, consistent with
policies  established  or  approved  by RHG or the applicable state regulations.
All  bills  or  claims must be submitted within thirty (30) days, or within such
time period from the date of service, or as specified by RHG or its designee. In
the  event that Physician is unable to submit a bill or claim in accordance with
this  Section  IV.3,  as  a  result of factors not within Physician's reasonable
control,  Physician  shall  notify  RHG  in  writing of the cause of Physician's
inability to submit the bill or claim and RHG may, but shall not be required to,
waive  the  provisions  of  this  Section  IV.3.

IV.4  Limited  Recourse  Against  Qualified  Participants.  Except  as otherwise
      ---------------------------------------------------
provided  in this Agreement (Section I.9), Physician agrees to seek payment from
each  Payor for services provided to its Qualified Participants, and agrees that
he/she  will  not  seek  additional  payments  or  reimbursement  from Qualified
Participants.  In addition, Physician agrees that neither RHG, the Payor nor the
Qualified Participant shall be billed or ultimately held responsible for payment
for  services  deemed not to be a covered service by RHG or its designee unless,
prior  to  providing  such services, the Qualified Participant has been informed
that (i) the services(s) to be provided are not covered, and (ii) that the Payor
with  the exception of Qualified Participants in the Medical Access Savings Card
Program,  will  not  pay  for  such  services,  and  (iii)  that  the  Qualified
Participant will be financially liable for such services, and (iv) the Qualified
Participant  voluntarily  agrees,  in  writing,  to  pay for such services. When
Qualified  Participant is covered by a state or federally regulated occupational
injury  and  illness  program, Physician agrees to comply with state and federal
regulations  regarding  holding  Qualified Participants harmless for amounts not
paid  by  Payor  for  any  reason,  including  Payors  insolvency.

IV.5  Payment  of  Bills  or Claims.  RHG shall administratively arrange for the
      -----------------------------
Payor  or  its designated representative to pay undisputed bills or claims which
are  accurate,  complete and comply with the Agreement within the shorter of (i)
the  time  period  mandated by state law, or (ii) the time period established by
the  applicable  Payor  Agreement.

IV.6  Erroneous  Payment.  In  the  event  that  a  Payor, and/or its designated
      ------------------
representative  pays  the  Physician  (i)  more  than once, or (ii) an incorrect
amount, or (iii) an overpayment, the Payor or its designated representative may,
at  its  sole  option  and  discretion,  request  the return of such amount from
Physician.

IV.7  Copayment/Coinsurance. Physician may directly bill a Qualified Participant
      ----------------------
(excluding  occupational  injuries  and illnesses and the Medical Access Savings
Card)  for  copayments,  coinsurance  and  deductibles,  but  payment  for  such
copayments,  coinsurance and deductibles shall be in accordance with the amounts
set  forth  in  the  applicable  benefit  plan.  Physician may directly bill and
collect  from a Qualified Participant at Physician's usual and customary charges
for  any  Qualified Participant approved services rendered which are not Covered
Services.  Neither  the Participating Payors nor RHG shall have any liability or
responsibility  to  Physician  for  these  charges.

V.  HOSPITAL/FACILITY  ADMISSIONS

If  a Qualified Participant requires a non-emergency hospital/facility admission
by  Physician,  Physician  shall  verify  the  patient's  status  as a Qualified
Participant,  arrange  for  admission with a Member Provider and, if required by
RHG or the Payor, secure authorization for such admission prior to the admission
in  accordance  with  the  applicable  Utilization  Review and Quality Assurance
Program.  Medical  Access  Savings  Card  Program  Participants  do  not require
pre-certification, authorization or utilization management for hospital/facility
admission.  For all other Qualified Participants a Physician who does not secure
the required prior authorization or comply with continuing stay review processes
under  the  applicable  Utilization Review and Quality Assurance Program, may be
denied  payment  for  professional  services  associated  with  the  Qualified
Participant's admission.  Finally, Physician agrees to cooperate and participate
in  a  coordinated  discharge  planning  program as may be established by RHG or
applicable  Payor.

VI.  INSURANCE  AND  INDEMNIFICATION


                                       24
<PAGE>
VI.1  Insurance  Requirement. Physician shall provide and maintain such policies
      ----------------------
of  professional  liability  insurance,  in  a  form and with insurance carriers
acceptable to RHG. The amounts and extent of such insurance coverage shall be in
the  amounts  determined  by  community  standards  for  relevant
specialties  and  shall be subject to the approval from time to time of RHG.  If
such  coverage  is under a "claims-made" policy, Physician agrees to provide and
maintain  such  insurance  coverage  or  a  "tail"  policy  in  the same amounts
following  the  termination  of  this  Agreement.  Physician  shall  promptly
demonstrate evidence of insurability and that the required insurance is paid and
in  force  upon  request  of  RHG.

VI.2  Indemnification  of  RHG.  RHG  will  be  responsible  for its own acts or
      ------------------------
omissions  and  any and all claims, liabilities, injuries, suits and demands and
expenses  of  all kinds which may result or arise out of any alleged malfeasance
or  neglect  caused  or  alleged  to  have  be  caused  by  its  employees  or
representatives,  in  the  performance  or omission of any act or responsibility
under  this Agreement.  In the event that a claim is made against RHG, it is the
intent  of  RHG  to  cooperate  in  the defense of said claim and to cause their
insurers  to do likewise.  However, RHG shall have the right to take any and all
actions  they  believe  necessary  to  protect  their  interest.

VI.3  Indemnification  of  Physician.  Physician will be responsible for its own
      ------------------------------
acts  or  omissions  and  any  and  all claims, liabilities, injuries, suits and
demands  and  expenses of all kinds which may result or arise out of any alleged
malfeasance  or  neglect caused or alleged to have be caused by its employees or
representatives,  in  the  performance  or omission of any act or responsibility
under  this  Agreement.  In the event that a claim is made against Physician, it
is  the  intent  of  Physician  to cooperate in the defense of said claim and to
cause their insurers to do likewise.  However, Physician shall have the right to
take  any  and  all  actions  they  believe necessary to protect their interest.

VII.  TERM  AND  TERMINATION

VII.1  Term.  The term of this Agreement shall be for one (1) year from the date
       ----
hereof  and  shall  be  automatically  renewed on an annual basis for successive
twelve  (12)  month periods, unless sooner terminated in accordance with Section
VII.2.

VII.2  Termination.  This  Agreement  may  be  terminated sooner on the first to
       -----------
occur  of  the  following:

VII.2.1  Termination  by  Physician.  Physician  may terminate this Agreement in
         --------------------------
the  event  of a material default or breach of RHG's obligations hereunder, upon
sixty  (60) days prior written notice and the failure of RHG to cure such breach
or  default  within such sixty (60) day period.  In addition, in the event of an
"emergency  situation",  Physician  may terminate the Agreement upon thirty (30)
days  prior  written notice and the acknowledgment by RHG that such an emergency
condition  does  exist. "Emergency Situation" shall mean an unforeseeable event,
not  resulting  from  Physician's  act  or  omission,  which  materially affects
Physician's  ability  to  continue  the  practice  of medicine or to perform his
obligations  hereunder.

VII.2.2  Termination  by  RHG.  A  Member  Provider  shall  automatically  be
         --------------------
terminated  on  the  date  when: (i) Physician's license to practice medicine or
other  licensed  healthcare profession in the state where services are rendered,
is  suspended  or  revoked,  (ii)  Physician's  medical  staff  privileges  at a
participating  facility  are  revoked  or  suspended,  unless  such  Physician's
privileges  are  reinstated  within  twenty  (20) days of such suspension, (iii)
Physician's  DEA  or  applicable  State Controlled Substance Registration number
required  by  Section  II.6 above is suspended or revoked, unless such Physician
can  arrange  for  other  Member  Providers  to  prescribe  regulated  drugs for
Qualified  Participants under the care of Physician within ten (10) days of such
loss  of  such  Registration  number(s)  and  gives RHG notice of the same, (iv)
Physician  is  excluded from participation in the Medicaid or Medicare programs,
(v)  Physician  loses  or  experiences  a  material  reduction  in  malpractice
insurance, (vi) Physician engages in any act, omission, demeanor or conduct that
is  reasonably  likely to be detrimental to patient safety or to the delivery of
quality patient care, or to lead to the provision of professional services below
applicable  professional standards, or (vii) Physician is convicted of a Felony,
(viii)  Physician is found in violation of  professional conduct, or (ix) thirty
(30)  days  following  written  notice by RHG of a material default or breach by
Physician  hereunder and the failure of Physician to cure such default or breach
during  such  thirty  (30)  day  period.

VII.2.3  Termination  for Insolvency. This Agreement shall terminate immediately
         ---------------------------
in  the  event  that  either  RHG  or  Physician  voluntarily  or involuntarily,
liquidates,  dissolves  or  becomes  subject  to  any  proceeding  for  the
rehabilitation  or  conservation  of  their  financial  affairs.

VII.2.4  Termination by Either Party.  Either party may terminate this Agreement
         ---------------------------
without  cause  upon  one  hundred  twenty  (120)  days  prior  written  notice.


                                       25
<PAGE>
VII.2.5  Unforeseen Events.  In the event that either party's ability to perform
         -----------------
their  obligations  under  this  Agreement  is substantially interrupted by war,
fire,  insurrection,  riots,  the  elements,  earthquake,  acts of God, or other
similar  circumstances  beyond  the  reasonable control of such party, the party
shall be relieved of those obligations for the duration of the interruption upon
notice  to  the  other  party.  In the event that the interruption is reasonably
determined  likely  to  persist  for at least ninety (90) days, either party may
terminate  this  Agreement  upon  thirty  (30)  days  prior  written  notice.

VII.3  Effects  of  Termination.  Upon  termination  of  this Agreement, neither
       ------------------------
party  shall  have  any  further obligation hereunder except for (i) obligations
accruing  prior  to  the  date of termination, including without limitation, any
obligation  by Physician to continue to provide healthcare services to Qualified
Participants, and (ii) obligations, promises or covenants contained herein which
are  expressly  made  to  extend  beyond  the  term  of  this  Agreement.

VII.4  Qualified  Participant  and  Payor Notification.  Upon the termination of
       -----------------------------------------------
this  Agreement,  by  either party, Physician shall cooperate with RHG to notify
Payors  and  Qualified  Participants  of  such  termination.

VIII.  CONTINUATION  OF  BENEFITS

VIII.1  Continuation of Benefits. Except for Medical Access Savings Card Program
        ------------------------
Participants,  upon  termination  of this Agreement, Physician shall continue to
provide  services in accordance with this Agreement to any Qualified Participant
currently  undergoing  treatment  by  Physician  until  a  medically appropriate
transfer  of  care has been accomplished provided, however, that Physician shall
exercise  best efforts to accomplish such transfer within thirty (30) days after
the date this Agreement terminates.   Physician shall be reimbursed for any such
services  in  accordance  with  the  terms  of  this  Agreement.

VIII.2  Survival.  The  provisions  of  this  Article  VIII  shall  survive  the
        --------
termination  of  this  Agreement  regardless  of  the  cause giving rise to such
termination,  as  will  sections  II.8,  VI.2,  VI.3,  VII.3,  IX,  and  X.  The
provisions  of  this Article VIII supersede any oral or written agreement to the
contrary  now  existing  or  hereafter  entered  into  between Physician and any
Qualified  Participant or any person acting on a Qualified Participant's behalf.

IX.  CONFIDENTIALITY

All  business,  medical  and  other  records  relating  to the operation of RHG,
including, but not limited to, books of account, general administrative records,
policies  and  procedures,  pricing information, terms of this Agreement and all
information  generated  and/or contained in management information systems owned
by  or  pertaining to RHG, and all systems, manuals, computer software and other
materials,  but  excluding patient charts, shall be and remain the sole property
of  RHG  (collectively,  the "Confidential Information"). Physician acknowledges
that  the Confidential Information and all other information regarding RHG, that
is  competitively  sensitive,  is  the property of RHG and RHG may be damaged if
such  information  was revealed to a third party.  Accordingly, Physician agrees
to keep strictly confidential and to hold in trust all Confidential Information.
Upon  termination  of  this Agreement by either party for any reason whatsoever,
Physician  shall  promptly  return to RHG all material constituting Confidential
Information  or  containing  Confidential  Information,  and  Physician will not
thereafter  use,  appropriate,  or  reproduce  such information or disclose such
information  to  any  third  party.  Physician specifically agrees that under no
circumstances will Physician discuss the terms and conditions of this Agreement,
and  in  particular  the  pricing  information herein, with any Member Provider,
healthcare  provider  or  purchaser  of  healthcare  services.

X.  MISCELLANEOUS

X.1  Disputes.  All  disputes and differences between the Physician and RHG upon
     --------
which  an  amicable  understanding  cannot  be  reached are to be decided by the
following  method:

X.1.1  Mediation  through  RHG. The Physician shall notify RHG in writing of the
       -----------------------
dispute  or disagreement, he/she shall supply RHG with all pertinent information
and  state  his/her  position on the dispute.  Upon receipt of this information,
RHG  will  immediately contact Payor and require the same information.  RHG will
then  attempt  to mediate the dispute to the mutual satisfaction of all parties.
If mediation is not possible within a reasonable time, not to exceed thirty (30)
days  from  the  time  of  first  notice,  the  following  procedure will apply:


                                       26
<PAGE>
X.1.2  Arbitration.  If  the  dispute  cannot be solved by the mediation process
       -----------
described  above,  either  the  Physician,  RHG or Payor may elect to submit the
dispute  to  binding  arbitration  under  the  rules of the American Arbitration
Association  or  any  other  method  of  arbitration mutually agreed upon by the
parties.  Arbitration  will  be conducted in Houston, Texas.  Each party will be
responsible for their own legal fees.  The cost of the arbitration services will
be  the  sole  responsibility  of  the  party  requesting  the  arbitration.

X.2  Non-Exclusivity.  Nothing  in this Agreement shall be construed to restrict
     ---------------
the Physician or RHG from entering into other contracts or agreements to provide
healthcare  services to Payors or other healthcare delivery plans, patients, and
employer  groups.

X.3  Entire  Agreement.  This Agreement contains the entire understanding of the
     -----------------
parties and supersedes any prior understandings and agreements, written or oral,
respecting  the  subjects  discussed  herein.

X.4  No  Waiver.  The  waiver  by  either  party of a breach or violation of any
     ----------
provision  of this Agreement shall not operate as or be construed to be a waiver
of  any  subsequent  breach  hereof.

X.5  Regulatory Compliance.  Physician and RHG agree that each shall comply with
     ---------------------
all applicable requirements of municipal, county, state and federal authorities,
all  municipal  and  county ordinances and regulations, and all applicable state
and  federal  statutes  and  regulations,  now or hereafter in force and effect,
governing  RHG,  Physician  the  provision of services of by a Physician, and/or
Payors,  including but not limited to applicable requirements under any state or
federal fair employment practices, equal employment opportunity, or similar laws
declaring  discrimination in employment based upon race, color, creed, religion,
sex,  or  national origin as illegal, and, Titles VI and VII of the Civil Rights
Act  of 1964, Section 202 of Executive Order 11246 as amended by Executive Order
11375,  Sections  503  and 504 or the Rehabilitation Act of 1973 and Title IV of
the Vietnam Era Veterans Readjustment Assistance Act of 1974, and Sections 1 and
3  of  Executive  Order  11625, or any applicable rule or regulation promulgated
pursuant  to  any  such  laws  or  orders.

X.6  Governing  Law.  This  Agreement  shall  be  governed  by  and construed in
     --------------
accordance  with  applicable  Texas  State  law.

X.7  Amendments.  This  Agreement  may  be  amended by RHG upon ninety (90) days
     ----------
written  notice  of  such  proposed  amendment with the physician's concurrence.
Failure  of  Physician to provide written objection to such amendment within the
ninety  (90) day period shall constitute Physician's approval of such amendment.

X.8  Severability.  The invalidity or un-enforceability of any term or condition
     ------------
hereof  shall  in no way affect the validity or enforceability of any other term
or  provision.

X.9  Assignment.  Physician  may  not  assign or otherwise transfer any right or
     ----------
delegate  any  duty  of  performance  hereunder, in whole or in part without the
prior  written consent of RHG.   RHG retains the right to assign this Agreement,
in  whole  or in part, to any entity with which RHG or its parent company or any
of  its  subsidiaries  is  affiliated,  or with which it merges or consolidates.

X.10 Third Party Beneficiaries.  Except for Payors and the agents thereof, there
     -------------------------
are  no  third  party  beneficiaries  of  this  Agreement.

X.11  Captions.  The  captions  and headings contained in this Agreement are for
      --------
reference  purposes  only  and  shall  not  affect  in  anyway  the  meaning  or
interpretation  of  this  Agreement.

X.12  Execution of Counterparts. This Agreement may be executed in any number of
      -------------------------
counterparts,  including  facsimiles,  each  of  which  shall be deemed to be an
original  as  against any part whose signature appears thereon, and all of which
shall  together  constitute  one  and  the  same  instrument.

X.13  Partial Invalidity.  If any part, clause or provision of this Agreement is
      ------------------
held  to  be void by a court of competent jurisdiction, the remaining provisions
of  this  Agreement  shall  not  be affected and shall be given construction, if
possible,  as  to  permit  it  to  comply  with  the minimum requirements of any
applicable  law,  and  the  intent  of  parties  hereto.


                                       27
<PAGE>
X.14  Official  Notices.  Any  notice  or  communication  required, permitted or
      -----------------
desired  to be given hereunder shall be deemed effectively given when personally
delivered  or  mailed,  return  receipt  requested,  or  overnight  express mail
addressed  as  follows:

Physician or Representative/Designee: (Please Print)

Name:
                ---------------------------------------
Organization:
                ---------------------------------------
Address:
                ---------------------------------------
City/State/Zip:
                ---------------------------------------
Telephone:
                ---------------------------------------
Fax:
                ---------------------------------------
Organization:
     Rockport Healthcare Group, Inc.
     Attn: Vice President, Network Development
     50 Briar Hollow Lane, Suite 515W
     Houston, TX 77027
     Telephone: (713) 621-9424
     Fax: (713) 621-9511

or  to  such  other  address,  and  to  the attention of such other person(s) or
officer(s)  as  either  party  may  designate  by  written  notice.


IN  WITNESS  WHEREOF,  the  undersigned  will  be  deemed  to have executed this
Agreement  as  of  the  date  this  Agreement  is  signed  by  RHG.

For  and  on  behalf  of:

ROCKPORT HEALTHCARE GROUP, INC.
50 BRIAR HOLLOW LANE, SUITE 515W
HOUSTON, TX  77027

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

DATE:
     -----------------------------------------

For and on behalf of:

PHYSICIAN OR REPRESENTATIVE/DESIGNEE

SIGNATURE:
          ------------------------------------

NAME:
     -----------------------------------------
                   (PRINT)

TIN:
     -----------------------------------------

DATE:
     -----------------------------------------


                                       28
<PAGE>
                            EXHIBITS "B-2" AND "B-3"


                    HOSPITAL AND ANCILLARY FACILITY AGREEMENT
                         ROCKPORT HEALTHCARE GROUP, INC.

This  Member  Provider  Agreement  ("Agreement"), is entered into by and between
Rockport  Healthcare  Group,  Inc.,  a  Nevada  Corporation  ("RHG")  and
__________________________________________  ("Member Provider"), and will become
effective  as  of  the  date  the  Agreement  is  executed  by  RHG.

WHEREAS,  RHG  is  engaged  in  the  business  of  developing  and  acting in an
administrative  capacity  in  providing  industrial  and  occupational  provider
networks  that  offer  a new integrated continuum of healthcare services.  These
networks  will  offer  greater  efficiency, economy, quality and availability of
healthcare  services;  and

WHEREAS,  RHG has networks of contracted physicians, physician groups, hospitals
and  providers  of  ancillary  healthcare  services  (collectively,  the "Member
Providers")  to provide a full-range of healthcare services.  These services are
available for use by "Qualified Participants" as defined later in this document;
and

WHEREAS,  Member  Provider  desires  to  provide  appropriate and cost-effective
healthcare  services  to  "Qualified  Participants"  who  are  covered  by Payor
Agreements  at  the  rates  in  Exhibit  B;  and

WHEREAS,  RHG  has  entered into Agreements with one or more insurance carriers,
self  insured  groups,  and third party administrators to provide for healthcare
review,  medical  service,  and other medical utilization services for employers
which  maintain  self-insured  funds,  third  party  administrators,  insurance
carriers  and  individuals  who  have  contracted  with  RHG.

NOW,  THEREFORE, in consideration of the premises, the mutual promises contained
herein,  and  other good and valuable consideration, the receipt and sufficiency
of  which  are  hereby  acknowledged,  it  is  mutually  agreed  as  follows:

I.  DEFINITIONS

When  used  in this Agreement and unless the content otherwise clearly requires,
the  following  words  and  terms  shall  mean:

I.1  "Physician"  means  a  licensed  Medical  Doctor  or  Doctor of Osteopathic
      ---------
Medicine,  or  group  of  same  who desire to become a Member Provider with RHG.

I.2  "Qualified  Participant"  means:  (a)  an  employee,  member  of  an  RHG
      ----------------------
payor/client  who  is  eligible  to receive certain healthcare benefits under an
individual  or  group  benefit plan or any other insurance program; (b) a person
who  presents  with  authorization  from the Employer prior to the initiation of
treatment  that the worker is currently employed and that the presenting problem
was  job  related,  either  in  writing  or  by  telephone.

I.3  "Payor"  means  an  individual,  organization, firm or governmental entity,
      -----
including  but  not  limited  to  an  employer,  self-insured employer, employer
coalition,  health  insurance  purchasing  cooperative,  insurer,  third  party
administrator.  These  Payors  have  entered into a Payor Agreement with RHG for
the provision of healthcare services to a Qualified Participants and have agreed
to  pay  for  such  services,  pursuant  to  such  Payor  Agreement.

I.4  "Payor  Agreement"  means  the  agreement  between  RHG  and a Payor, which
      ----------------
agreement  is  made before, on or after the effective date of this Agreement and
which  expresses  the  agreed  upon  contractual  rights  and obligations of the
parties.

I.5  "Member  Provider"  means any physician; physician group; hospital; surgery
      ----------------
center;  diagnostic  imaging  center; laboratory; clinic; chiropractor; dentist;
podiatrist;  psychologist;  social  worker;  physical,  occupational  and speech
therapist;  etc.  licensed  or  certified to practice a healthcare profession or
licensed  as  a  facility  to  offer  healthcare  services,  in  the state where
services  are  rendered,  who has met the credentialing requirements of RHG, and
who  has  been  accepted  by  RHG  as  a  Member Provider and who has executed a
contract  with  RHG.


                                       29
<PAGE>
I.6  "Primary  Care  Physician"  means  a  Member  Provider  who  has  met  the
      ------------------------
credentialing  requirements  of  RHG  to  be  a  Primary  Care  Physician and is
designated  by  RHG  as  a  Primary  Care  Physician.

I.7  "Specialist  Physician"  means  a  Member  Provider  who  has  met  the
      ---------------------
credentialing  requirements  of  RHG  to  be a Specialist Physician, and to whom
Primary  Care  Physicians may refer for necessary and authorized care other than
primary  care  services.

I.8  "Emergency" means the sudden and unexpected onset of a medical condition or
      ---------
accidental  injury  manifesting  itself by acute symptoms of sufficient severity
(including  severe  pain)  such  that the absence of immediate medical attention
could  reasonably be expected to result in any of the following: (i) placing the
Qualified  Participant's  health in serious jeopardy; (ii) serious impairment to
bodily  functions; or (iii) serious dysfunction of any bodily organ or part; and
which  the Qualified Participant secures immediately after the onset thereof, or
as  soon  thereafter as practicable, but in no event later than twenty-four (24)
hours  after onset. To the maximum extent permitted by law, the determination of
whether an Emergency existed at the time covered services were provided shall be
made  exclusively  by  Payor.

I.9  "Covered  Services"  are  those  healthcare  and health-related services as
      -----------------
defined  by  each individual Payor.  RHG will communicate Payor specific Covered
Services  to  each  Member  Provider.

I.10  "Utilization  Review  and  Quality Assurance Program" means the program or
       ---------------------------------------------------
programs,  applicable  to  the Payor as amended from time to time, through which
appropriate,  cost-effective  utilization  of  health  resources  is  sought and
utilization  and  practice  patterns  are monitored in order to identify and, as
appropriate,  to  correct  deviations from established norms.  Medical necessity
and  medically  necessary determinations are established and administered by the
Payor  or  the  Payor's  designee,  in  accordance  with  Exhibit  A.

I.11  "Claim  and/or Claim Form" means a HCFA 1500 and/or UB 92 used for billing
       ------------------------
for  all  services.  All  claims  will  be  paid,  when  appropriate, only after
submission  of  a  complete  and  accurate  claim.

II.  MEMBER  PROVIDER  OBLIGATIONS

II.1  Services.  Member  Provider agrees to provide or arrange for all medically
      --------
necessary  medical  care  for  Qualified  Participants who seek care from Member
Provider.  Member  Provider  agrees  to  perform  such  services  with  the same
standard  of  care,  skill  and  diligence  which  is customarily used by Member
Providers in the community in which such services are rendered.  Member Provider
agrees  that  it  is  their  sole  responsibility  to verify that the individual
presenting for care is a Qualified Participant. Member Provider agrees to render
healthcare  services to Qualified Participants in the same manner, in accordance
with  the  same  standards,  and  with  the same time availability as offered to
Member  Provider's  other  patients.  Member Provider shall ensure that services
provided  are  consistent  with  RHG's programs, policies and procedures and the
applicable  Workers'  Compensation programs and plans. Member Provider agrees to
comply  with  and  be  bound  by  all  Utilization  Review and Quality Assurance
Programs,  including  discharge planning programs, adopted by RHG and the Payor,
when  approved  by  RHG,  from  time  to  time.

II.2  Non-Discrimination.  Member  Provider  shall  not  differentiate  or
      ------------------
discriminate  in  the  treatment  of  its patients as to the quality of services
delivered  to  Qualified  Participants  because  of  race,  sex,  age, religion,
national origin, place of residence, source of payment or health status.  Member
Provider shall observe, protect and promote the rights of Qualified Participants
as  patients.

II.3  Medical  Staff  Participation.  Member Provider shall use its best efforts
      -----------------------------
to  encourage  members of its medical staff, including facility-based physicians
and  healthcare  professionals,  to  execute  participation agreements with RHG.
Member  Provider  shall  cooperate  to  the fullest extent possible in obtaining
staff  privileges  for  Participating  Primary Care and Speciaist Physicians who
meet  Member  Provider's  credentialing  standards  and agree to comply with the
rules  and  regulations,  policies and procedures as may exist from time to time
governing  Member  Provider  and  its medical staff. Member Provider shall grant
staff  privileges  only  to  competent  qualified  physicians  and  healthcare
professionals  and  shall  exercise  ongoing  peer  review of the members of its
medical  staff.  Member  Provider  shall use its best efforts to promptly notify
RHG  in the event that the staff privileges of any Physicians have been revoked,
suspended,  restricted  or  otherwise adversely affected by the Member Provider.
Member  shall  provide  RHG  with a current copy of its medical staff roster and
will  make  available,  to  RHG,  updates  as  changes  occur.


                                       30
<PAGE>
II.4  Referrals.  Except in a medical emergency or when authorized by RHG or its
      ---------
designated  representative,  Member  Provider  agrees  to  refer  Qualified
Participants  only  to other Member Providers, as defined in I.5, when medically
necessary  and  appropriate.  All  referrals  must  be  in  accordance  with the
applicable  Utilization Review and Quality Assurance Program unless specifically
directed  by  RHG.  In addition, Member Providers who are permitted to prescribe
medication,  agree  to  use  RHG's  or  the  applicable  Payors  pharmaceutical
formularies,  if  any,  when prescribing medications for Qualified Participants.

II.5  Reports.  For  each encounter where Member Provider provides services to a
      -------
Qualified  Participant,  Member  Provider  shall  report  such  encounter  on an
appropriate  form and shall include statistical, descriptive medical and patient
data  and  identifying  information,  if  and  to  the  extent  that reports are
specified  by  RHG  or  its  designated  representative.

II.6  Professional  Requirements.
      --------------------------

II.6.1  Licensure  &  Accreditation.   Member  Provider  shall  comply  with all
        ---------------------------
applicable  federal,  state and local laws, rules and regulations governing like
providers  and their provision of services.  Evidence of such current licensing,
certification  and/or  accreditation  shall  be  submitted  promptly to RHG upon
request.  Member  Provider  represents  and  warrants  that  it  and each of its
employees  and  contracted  service  providers  has obtained, and shall maintain
throughout  the  term  of  this  Agreement,  all  necessary  registrations,
certifications,  licenses,  permits and approvals as are required for the lawful
provision  of  Member  Provider  services  to  Qualified    Participants. Member
Provider shall immediately notify RHG of any action, investigation or proceeding
to  revoke,  suspend,  restrict,  or  otherwise  affect  any such registrations,
certifications, licenses, permits, accreditations or approvals.  Member Provider
warrants  that  it  is  currently  accredited  by  the  Agency that governs like
providers  and  is certified as a provider under Title XVIII (Medicare) and when
appropriate,  Title  XIX (Medicaid) of the Social Security Act and that it shall
maintain such accreditation and certification during the term of this Agreement.
Member  Provider  shall  immediately  notify RHG of any action, investigation or
proceeding  to revoke, suspend, restrict, or otherwise affect such accreditation
or  certifications.

II.6.2  Organization's  Requirements.  Member  Provider shall comply with and be
        ----------------------------
bound  by RHG's criteria for provider participation, including credentialing and
administrative policies and procedures, as adopted and amended from time to time
by  RHG.  Member  Provider  shall  cooperate  with  RHG's periodic evaluation of
qualifications. In addition, Member Provider shall cooperate with RHG's and each
Payor's  programs  and  procedures,  as  approved  by  RHG,  for the expeditious
resolution  of  any  grievance  or  complaint.

II.7  Notification  to  RHG.  Member  Provider  represents  and  warrants  that
      ---------------------
information  provided  herein and in the RHG application is true and accurate in
all  respects  and  acknowledges  that  RHG  is  relying on the accuracy of such
information  in entering into and continuing the term of this agreement.  Member
Provider  shall  notify RHG immediately upon becoming aware of the initiation of
any  investigation,  disciplinary  action,  or sanction, against Member Provider
that  could  result  in  (i) suspension, reduction or loss of license to provide
healthcare  services;  (ii)  denial,  suspension,  restriction,  reduction  or
termination  of  accreditation/certification;  (iii)  impairment  of  Member
Provider's  ability to provide healthcare services safely; or (iv) imposition of
any sanction under the Medicare program or Medicaid program. In addition, Member
Provider shall provide prior written notice to RHG of any changes in (i) Federal
Tax  Identification  Number,  (ii) other information provided in its application
for  participation,  (iii)  Member  Provider's professional liability insurance,
(iv) Member Provider's billing or facility address, and (v) services provided by
Member Provider.  A failure to give any notice required by this Section shall be
a  material  breach  of  Member  Providers  obligations  and  responsibilities
hereunder,  regardless  of  the  status, pendency or outcome of the event giving
rise  to  the  obligation  to  give that notice, and may be grounds for delay in
payment,  claim  denial  and/or  immediate  termination  of  this  Agreement.

 II.8  Medical  Records.  Member  Provider  shall  maintain  complete and timely
       ----------------
medical  records  for  Qualified Participants treated by Member Provider and its
medical  staff.  Such  records  shall  be  prepared  in accordance with accepted
principles  of  practice,  shall  document  all services performed for Qualified
Participants  and  shall  comply  with  all  applicable  state and federal laws.
Member  Provider  shall maintain such records for the length of time required by
applicable  state  or  federal  law.  Subject  to  all  applicable  privacy  and
confidentiality  requirements,  such  medical records shall be made available to
each  Member  Provider  and  other  health  professionals treating the Qualified
Participant,  and  upon  request,  to  the  Payor,  RHG  or  its  designated
representative  for  review  at no charge.  Member Provider shall obtain a valid
consent  for the release of the Qualified Participant's medical records to other
providers,  RHG,  Payor,  or  its  designated  representative.  RHG  agrees that
medical records of Qualified Participants shall be treated as confidential so as
to  comply  with  all  federal  and  state  laws  and  regulations regarding the
confidentiality  of  patient  records.  The  Member Provider's obligations under
this  Section  II.8  shall  survive  the  termination  of  this  Agreement.


                                       31
<PAGE>
II.9   Inspection  of  Records  and  Operations.  RHG,  Payor  or  a  designated
       ----------------------------------------
representative  shall  have  the  right  to inspect and audit, at all reasonable
times  during normal business hours, upon prior notice, any of Member Provider's
accounting, administrative, medical records and operations reasonably pertaining
to RHG, to services provided to Qualified Participants, and to Member Provider's
performance  under this Agreement.  Member Provider further agrees to allow RHG,
Payor  or  a  designated  representative  thereof,  including  the  designated
utilization review, quality management, case management or peer review staff, to
have  reasonable  access  to  treatment  records  and  information  of Qualified
Participants  for  services  provided  under  the  terms  of  this  Agreement as
necessary  to  enable  such  party  to  perform  Utilization  Review and Quality
Assurance  activities  in  accordance with the applicable Utilization Review and
Quality Assurance Program. In addition, Member Provider agrees that in the event
an  examination  concerning  the  quality  of medical and healthcare services is
conducted  by appropriate officials, as required by federal, state, and/or local
law,  RHG  shall submit, in a timely fashion, any required books and records and
shall  facilitate such examination.  RHG and Member Provider agree to assist one
another  with on-site inspection of facilities and records by representatives of
authorized  federal,  state  and  local  regulatory  agencies.

II.10 Relationship of Parties.  Member Provider understands and agrees that they
      -----------------------
are  each  an  independent  legal  entity.  Nothing  in  this agreement shall be
construed or deemed to create a relationship of employer and employee, principal
and  agent,  partnership or joint venture or any relationship other than that of
independent  parties  contracting  with  each  other  solely  to  carry  out the
provisions  of  this Agreement for the purposes recited in this Agreement.  With
regard  to  the  provision  of  healthcare  services, Member Provider acts as an
independent  entity and the Member Provider-patient relationship shall in no way
be  affected.

II.11  Standards  of  Care.  Member  Provider  agrees  that all duties performed
       -------------------
hereunder  shall  be  consistent  with  the  proper practice of their healthcare
profession,  and  that  such  duties  shall  be performed in accordance with the
customary  rules  of  ethics  and  conduct  of  the  appropriate  and applicable
professional  organizations  and/or  associations,  as the case may be, and such
other  bodies,  formal  or  informal, government or otherwise, from which Member
Providers  seek  advise  and  guidance  or  by  which  they  are  subject  to
licensing/certification  and  control.  Additionally,  Member  Provider  shall
perform  all  medical  and healthcare services in conformance with the standards
for  their  facilities  as  established  by  the  local/regional  professional
healthcare  community  and  applicable  accrediting/licensing  agencies.  Member
Provider  agrees  that  to the best of its ability its staff shall not engage in
any  acts  of  moral  turpitude,  as  determined  by  RHG in good faith.  Member
Provider  agrees  that, to the extent feasible, it shall utilize such additional
allied health and other qualified personnel as are available and appropriate for
effective and efficient delivery of care.  Member Provider shall ensure that all
such personnel are properly licensed and/or possess the necessary credentials to
render  the  services  that  they  perform.

II.12  Right to Use Member Provider's Name.  Member Provider agrees to allow RHG
       -----------------------------------
to  list  Member  Provider's  name, healthcare profession, address and telephone
number  and  other  relevant information in a Member Provider directory or other
materials  to  help  promote and solicit contracts with Payors.  Member Provider
agrees  not  to  use RHG's trademarks or trade names without RHG's prior written
consent.

II.13 Noncompliance. Member Provider understands that failure to comply with any
      -------------
of  the requirements imposed pursuant to this Agreement may result in corrective
action,  adjustments  to  Member Provider's reimbursement or termination of this
Agreement  by  RHG.

II.14  Antitrust  Guidelines.  Member  Provider  agrees  to  comply  with  all
       ---------------------
antitrust  guidelines  and procedures promulgated by Federal and State entities,
and  RHG  from  time  to  time.

III.  RHG'S  OBLIGATIONS

III.1  Marketing  to  Payors.  RHG  shall  enter  into  agreements  with Payors;
       ---------------------
implement  systems to respond to Payors, Customers and Member Providers requests
for  information;  provide clarification of policies concerning the operation of
Plans or Programs as defined by Payor Agreements; and assist Member Providers to
obtain  information  or  clarification  regarding  the Plans or Programs. Member
Provider  agrees  to  work in cooperation with RHG to market the services of the
Member  Providers  to  Payors.

III.2  Utilization  Review  and  Quality  Assurance  Programs.  Payor or RHG may
       ------------------------------------------------------
establish Utilization Review and Quality Assurance Programs. Such programs shall
be  in  accordance  with  the  Standards  and  Guidelines  established by RHG as
outlined  in  Exhibit  A,  which  may  be amended from time to time upon written
notice  to  Member  Provider.


                                       32
<PAGE>
III.3 Credentialing. RHG will perform and/or delegate to qualified organizations
      -------------
credentialing  of  each  Member  Provider  to  be included under this Agreement.
Credentialing may include verification of all information and documents provided
in  the  application  for  participation  and  investigation,  including but not
limited  to  verification  with  all state and national licensing and certifying
bodies  that  apply  to  the  services  rendered by the Member Provider, such as
JCAHO,  AAAHC,  NCQA, CLIA, URAC, etc. Inquiries may also be made to current and
previous  professional  liability  carriers,  Medicare  and  Medicaid.

III.4  Operational  Functions.  RHG  shall assign a designated representative to
       ----------------------
be  a liaison with the Member Providers and Payors to devote reasonable time and
effort to perform RHG's responsibilities hereunder. RHG shall arrange for claims
processing.

IV.  REIMBURSEMENT,  CLAIMS
     SUBMISSION  AND  PAYMENT

IV.1  Reimbursement.  RHG  shall  arrange  for Payors to pay Member Provider the
      -------------
reimbursement  rates for services rendered to Qualified Participants pursuant to
Exhibit  B. Member Provider agrees and acknowledges that RHG is acting solely in
an  administrative  capacity  in providing a network of quality health services.
RHG is not the claims paying agent and will not be liable for the payment of any
amount  owed  by a Payor to Member Provider in the event that Member Provider is
unable  to  collect  such  amount  of  money.

In  the  instance  medical  services  are  determined  to  be
non-covered/non-compensable, Provider shall use best efforts to make any payment
arrangements with the Qualified Participant prior to rendering services.  In the
event  that services have already commenced, a payment agreement would be put in
place  immediately  for  non-covered  services  by  Provider  for  Qualified
Participant.

IV.2   Reimbursement Rates. Member Provider is to be paid by the Payor according
       -------------------
to the rates established in Exhibit B.  Member Provider hereby agrees that rates
in  Exhibit  B,  which  may  be amended from time to time upon mutual agreement,
represent the total amount to be received and agrees to look solely to the Payor
for  payment  for  such  services.  Payment will be made for healthcare services
actually  rendered.  All  claims  will  be  paid,  when  appropriate, only after
submission of a complete and accurate claim. RHG does not guarantee and makes no
guarantees,  representations, warranties or covenants regarding the selection or
use  of Member Provider's services by any Qualified Participant or Payor, or the
number  of  patients,  if  any,  which  may  result  from participation in RHG's
provider  network.  The  obligation  of  a Payor to reimburse Member Provider in
accordance  with  Exhibit  B  for  the  provision  of  services  to  a Qualified
Participant shall be conditioned upon a good faith determination by the Payor or
its designated representative that (i) Member Provider is in compliance with the
Payor's  utilization  management  program,  and (ii) such services are medically
necessary.

IV.3  Claim  Forms.  Claim forms are required for all services.  All claims must
      ------------
be  submitted  complete  and  accurate  on  HCFA 1500 or UB 92 and in the manner
designated  by  RHG  and  must include billed charges (not discounted rates) and
appropriate  codes,  consistent  with policies established or approved by RHG or
the  applicable  state  regulations.  All claims must be submitted within ninety
(90)  days, or within such time period from the date of service, or as specified
by  RHG or its designee. In the event that Member Provider is unable to submit a
claim  in  accordance  with this Section IV.3, as a result of factors not within
Member  Provider's  reasonable  control,  Member  Provider  shall  notify RHG in
writing  of the cause of Member Provider's inability to submit the claim and RHG
may  waive  the  provisions  of  this  Section  IV.3.

IV.4  Limited  Recourse  Against  Qualified  Participants.  Except  as otherwise
      ---------------------------------------------------
provided  in  this  Agreement  (Section  I.9),  Member  Provider  agrees to seek
payment from each Payor for services provided to its Qualified Participants, and
agrees that it will not seek additional payments or reimbursement from Qualified
Participants.  In  addition,  Member Provider agrees that neither RHG, the Payor
nor the Qualified Participant shall be billed or ultimately held responsible for
payment  for  services  deemed  not to be covered by RHG or its designee unless,
prior  to  providing  such services, the Qualified Participant has been informed
that (i) the services(s) to be provided are not covered, and (ii) that the Payor
will not pay for such services, and (iii) that the Qualified Participant will be
financially  liable  for  such  services,  and  (iv)  the  Qualified Participant
voluntarily  agrees,  in  writing,  to  pay  for  such  services. When Qualified
Participant  is  covered by a state or federally regulated workers' compensation
program,  Member  Provider  agrees  to comply with state and federal regulations
regarding  holding Qualified Participants harmless for amounts not paid by Payor
for  any  reason,  including  Payors  insolvency.


                                       33
<PAGE>
In  the event that services are considered to be a covered benefit and the Payor
does  not  make payment, Member Provider reserves the right to seek payment from
the Qualified Participant unless the Qualified Participant is covered by a state
or  federal  workers'  compensation  program.

IV.5  Payment of Claims. RHG shall administratively arrange for the Payor or its
      -----------------
designated  representative to pay undisputed claims which are accurate, complete
and comply with the Agreement within the shorter of (i) the time period mandated
by  state  law,  or  (ii)  the  time  period established by the applicable Payor
Agreement.

IV.6  Erroneous  Payment.  In  the  event  that  a  Payor  and/or its designated
      ------------------
representative pays the Member Provider (i) more than once, or (ii) an incorrect
amount, or (iii) an overpayment, the Payor or its designated representative may,
at its sole option and discretion, request the return of such amount from Member
Provider  or  off set the amount of such overpayment against any amounts owed to
Member  Provider  by  the  Payor.

V.  HOSPITAL/FACILITY  ADMISSIONS

If a Qualified Participant requires non-emergency hospital/facility admission by
Member  Provider,  Member  Provider  shall  verify  the  patient's  status  as a
Qualified  Participant  and secure authorization for such admission prior to the
admission  in  accordance  with  the  applicable  Utilization Review and Quality
Assurance  Program,  and  when  appropriate  arranged  for  Member  Providers to
participate  in  the  treatment process. For all Qualified Participants a Member
Provider  who  does  not  secure the required prior authorization or comply with
continuing  stay  review  processes  under the applicable Utilization Review and
Quality  Assurance  Program,  may be denied payment for services associated with
the  Qualified  Participant's  admission.  Finally,  Member  Provider  agrees to
cooperate  and participate in a coordinated discharge planning program as may be
established  by  RHG  or  applicable  Payor.

VI.  INSURANCE  AND  INDEMNIFICATION

VI.1  Insurance  Requirement.  Member  Provider  shall provide and maintain such
      ----------------------
policies  of  professional  liability  insurance,  in  a form and with insurance
carriers    acceptable   to   RHG.   The  amounts  and  extent of such insurance
coverage  shall be in the amounts determined by community standards for relevant
hospital/facilities  and  shall  be subject to the approval from time to time of
RHG.  If  such  coverage is under a "claims-made" policy, Member Provider agrees
to  provide  and maintain such insurance coverage or a "tail" policy in the same
amounts  following  the  termination  of  this Agreement.  Member Provider shall
promptly demonstrate evidence of insurability and that the required insurance is
paid  and  in  force  upon  request  of  RHG.

VI.2  Indemnification  of  RHG.  Member  Provider  hereby  indemnifies and holds
      ------------------------
harmless  RHG  from  and  against  any  claim,  loss,  damage,  cost, expense or
liability  arising  out  of  or  related to the performance or nonperformance by
Member  Provider,  or  Member  Provider's  partners,  employees  or  independent
contractors,  of  any  services  to  be performed or provided by Member Provider
under  this Agreement, including but not limited to (i) liabilities unrelated to
the  practice  of the profession of medicine by Member Provider, or (ii) medical
malpractice liability arising during periods in which Member Provider has failed
to  maintain  the  malpractice  coverage  required  by  Section  VI.1.

VI.3  Indemnification  of  Member  Provider.  RHG  hereby  indemnifies and holds
      -------------------------------------
harmless Member Provider from and against any claim, loss, damage, cost, expense
or  liability  arising out of or related to the performance or nonperformance by
RHG, or RHG's officers, directors, employees, or independent contractors, of any
service  to  be  performed  or  provided  by  RHG  under  this  Agreement.

VII.  TERM  AND  TERMINATION

VII.1  Term.  The term of this Agreement shall be for one (1) year from the date
       ----
hereof  and  shall  be  automatically  renewed on an annual basis for successive
twelve  (12)  month periods, unless sooner terminated in accordance with Section
VII.2.

VII.2 Termination. This Agreement may be terminated sooner on the first to occur
      -----------
of  the  following:

VII.2.1  Termination  by  Member  Provider.  Member  Provider may terminate this
         ---------------------------------
Agreement  in  the  event  of  a material default or breach of RHG's obligations
hereunder,  upon thirty (30) days prior written notice and the failure of RHG to
cure such breach or default within such thirty (30) day period.  In addition, in
the  event  of  an  "emergency  situation",  Member  Provider


                                       34
<PAGE>
may  terminate  the Agreement upon thirty (30) days prior written notice and the
acknowledgment  by  RHG  that such an emergency condition does exist. "Emergency
Situation"  shall  mean  an  unforeseeable  event,  not  resulting  from  Member
Provider's  act  or omission, which materially affects Member Provider's ability
to  continue  the  practice of medicine or to perform his obligations hereunder.

VII.2.2  Termination  by  RHG.  A  Member  Provider  shall  automatically  be
         --------------------
terminated  on  the  date when: (i) Member Provider's license in the State where
services  are rendered is suspended or revoked, (ii) Member Provider is excluded
from  participation  in the Medicaid or Medicare programs, (iii) Member Provider
losses  their  JCAHO,  NCQA,  AAAHC,  URAC,  CLIA  or  other applicable license,
certification  and/or accreditation, (iii) Member Provider loses or experience a
material  reduction  in liability insurance, (iv) Member Provider engages in any
act,  omission,  demeanor or conduct that is reasonably likely to be detrimental
to  patient safety or to the delivery of quality patient care, or to lead to the
provision  of healthcare services below applicable standards, or (v) thirty (30)
days  following  written notice by RHG of a material default or breach by Member
Provider  hereunder  and  the failure of Member Provider to cure such default or
breach  during  such  thirty  (30)  day  period.

VII.2.3  Termination for Insolvency.  This Agreement shall terminate immediately
         --------------------------
in  the  event  that either RHG or Member Provider voluntarily or involuntarily,
liquidates,  dissolves  or  becomes  subject  to  any  proceeding  for  the
rehabilitation  or  conservation  of  their  financial  affairs.

VII.2.4  Termination by Either Party.  Either party may terminate this Agreement
         ---------------------------
without  cause  upon  one  hundred  and  twenty (120) days prior written notice.

VII.2.5  Unforeseen Events.  In the event that either party's ability to perform
         -----------------
their  obligations  under  this  Agreement  is substantially interrupted by war,
fire,  insurrection,  riots,  the  elements,  earthquake,  acts of God, or other
similar  circumstances  beyond  the  reasonable control of such party, the party
shall be relieved of those obligations for the duration of the interruption upon
notice  to  the  other  party.  In the event that the interruption is reasonably
determined  likely  to  persist  for at least ninety (90) days, either party may
terminate  this  Agreement  upon  thirty  (30)  days  prior  written  notice.

VII.3  Effects  of  Termination.  Upon  termination  of  this Agreement, neither
       ------------------------
party  shall  have  any  further obligation hereunder except for (i) obligations
accruing  prior  to  the  date of termination, including without limitation, any
obligation  by  Member  Provider  to  continue to provide healthcare services to
Qualified  Participants,  and  (ii) obligations, promises or covenants contained
herein  which  are  expressly  made to extend beyond the term of this Agreement.

VII.4  Qualified  Participant  and  Payor  Notification. Upon the termination of
       ------------------------------------------------
this  Agreement,  by  either  party, Member Provider shall cooperate with RHG to
notify  Qualified  Participants  and  Payors  of  such  termination.

VIII.  CONTINUATION  OF  BENEFITS

VIII.1  Continuation  of  Benefits.  Upon  termination of this Agreement, Member
        --------------------------
Provider shall continue to provide services in accordance with this Agreement to
any  Qualified  Participant  currently  undergoing treatment by Member Provider,
until  a  medically appropriate transfer of care has been accomplished provided,
however,  that  Member  Provider  shall exercise best efforts to accomplish such
transfer  within  thirty  (30)  days  after  the date this Agreement terminates.
Member  Provider will be reimbursed for any such services in accordance with the
terms  of  this  Agreement.

VIII.2  Survival.  The  provisions  of  this  Article  VIII  shall  survive  the
        --------
termination  of  this  Agreement  regardless  of  the  cause giving rise to such
termination, as will sections II.8,VI.2, VI.3, VII.3, IX, and X.  The provisions
of this Article VIII supersede any oral or written agreement to the contrary now
existing  or  hereafter  entered  into between Member Provider and any Qualified
Participant  or  any  person  acting  on  a  Qualified  Participant's  behalf.

IX.  CONFIDENTIALITY

All  business,  medical  and  other  records  relating  to the operation of RHG,
including, but not limited to, books of account, general administrative records,
policies  and  procedures,  pricing information, terms of this Agreement and all
information  generated  and/or contained in management information systems owned
by  or  pertaining to RHG, and all systems, manuals, computer software and other
materials,  but  excluding patient charts, shall be and remain the sole property
of  RHG  (collectively,  the  "Confidential  Information").  Member  Provider
acknowledges  that  the  Confidential  Information  and  all  other


                                       35
<PAGE>
information regarding RHG that is competitively sensitive is the property of RHG
and  RHG  may  be  damaged  if  such  information was revealed to a third party.
Accordingly, Member Provider agrees to keep strictly confidential and to hold in
trust all Confidential Information. Upon termination of this Agreement by either
party  for  any  reason whatsoever, Member Provider shall promptly return to RHG
all  material  constituting  Confidential Information or containing Confidential
Information,  and  Member  Provider  will  not  thereafter  use, appropriate, or
reproduce  such  information  or  disclose  such information to any third party.
Member  Provider  specifically  agrees  that  under no circumstances will Member
Provider  discuss  the terms and conditions of this Agreement, and in particular
the  pricing  information  herein,  with  any  other Member Provider, healthcare
provider  or  purchaser  of  healthcare  services.

X.  MISCELLANEOUS

X.1  Disputes.  All  disputes and difference between the Member Provider and RHG
     --------
upon  which an amicable understanding cannot be reached are to be decided by the
following  method:

X.1.1 Mediation through RHG.  The Member Provider shall notify RHG in writing of
      ---------------------
the  dispute or disagreement, it shall supply RHG with all pertinent information
and  state  its  position on the dispute.  Upon receipt of this information, RHG
will  immediately contact Payor and require the same information.  RHG will then
attempt  to  mediate  the dispute to the mutual satisfaction of all parties.  If
mediation  is  not  possible within a reasonable time, not to exceed thirty (30)
days  from  the  time  of  first  notice,  the  following  procedure will apply:

X.1.2  Arbitration.  If  the  dispute  cannot be solved by the mediation process
       -----------
described  above,  either  the Member Provider, RHG or Payor may elect to submit
the  dispute  to binding arbitration under the rules of the American Arbitration
Association  or  any  other  method  of  arbitration mutually agreed upon by the
parties.  Arbitration  will  be conducted in Houston, Texas.  Each party will be
responsible for their own legal fees.  The cost of the arbitration services will
be  the  sole  responsibility  of  the  party  requesting  the  arbitration.

X.2  Non-Exclusivity.  Nothing  in this Agreement shall be construed to restrict
     ---------------
Member  Provider  or  RHG  from  entering  into other contracts or agreements to
provide  healthcare  services  to  Payors  or  other  healthcare delivery plans,
patients,  and  employer  groups.

X.3  Entire  Agreement.  This Agreement contains the entire understanding of the
     -----------------
parties and supersedes any prior understandings and agreements, written or oral,
respecting  the  subjects  discussed  herein.

X.4  No  Waiver.  The  waiver  by  either  party of a breach or violation of any
     ----------
provision  of this Agreement shall not operate as or be construed to be a waiver
of  any  subsequent  breach  hereof.

X.5  Regulatory  Compliance.  Member  Provider  and  RHG  agree  that each shall
     ----------------------
comply  with all applicable requirements of municipal, county, state and federal
authorities,  all  municipal  and  county  ordinances  and  regulations, and all
applicable state and federal statutes and regulations, now or hereafter in force
and  effect,  governing  RHG,  Member  Provider  the provision of services of by
Member  Provider,  and/or  Payors,  including  but  not  limited  to  applicable
requirements  under  any  state  or  federal  fair  employment  practices, equal
employment  opportunity,  or similar laws declaring discrimination in employment
based  upon  race,  color,  creed, religion, sex, or national origin as illegal,
and, Titles VI and VII of the Civil Rights Act of 1964, Section 202 of Executive
Order  11246  as  amended  by Executive Order 11375, Sections 503 and 504 or the
Rehabilitation Act of 1973 and Title IV of the Vietnam Era Veterans Readjustment
Assistance  Act  of  1974, and Sections 1 and 3 of Executive Order 11625, or any
applicable  rule  or regulation promulgated pursuant to any such laws or orders.

X.6  Governing  Law.  This  Agreement  shall  be  governed  by  and construed in
     --------------
accordance  with  applicable  Texas  State  law.

X.7  Amendments.  This  Agreement  may  be  amended by RHG upon thirty (30) days
     ----------
written  notice  of  such  proposed  amendment.  Failure  of  Member Provider to
provide  written  objection  to such amendment within the thirty (30) day period
shall  constitute  Member  Provider's  approval  of  such  amendment.

X.8  Severability.  The invalidity or un-enforceability of any term or condition
     ------------
hereof  shall  in no way affect the validity or enforceability of any other term
or  provision.


                                       36
<PAGE>
X.9  Assignment.  Member Provider may not assign or otherwise transfer any right
     ----------
or  delegate  any duty of performance hereunder, in whole or in part without the
prior  written consent of RHG.   RHG retains the right to assign this Agreement,
in  whole  or in part, to any entity with which RHG or its parent company or any
of  its  subsidiaries  is  affiliated,  or with which it merges or consolidates.

X.10 Third Party Beneficiaries.  Except for Payors and the agents thereof, there
     -------------------------
are  no  third  party  beneficiaries  of  this  Agreement.

X.11  Captions.  The  captions  and headings contained in this Agreement are for
      --------
reference  purposes  only  and  shall  not  affect  in  anyway  the  meaning  or
interpretation  of  this  Agreement.

X.12  Execution  of  Counterparts.  This Agreement may be executed in any number
      ---------------------------
of  counterparts,  including  facsimiles, each of which shall be deemed to be an
original  as  against any part whose signature appears thereon, and all of which
shall  together  constitute  one  and  the  same  instrument.

X.13  Partial Invalidity.  If any part, clause or provision of this Agreement is
      ------------------
held  to  be void by a court of competent jurisdiction, the remaining provisions
of  this  Agreement  shall  not  be affected and shall be given construction, if
possible,  as  to  permit  it  to  comply  with  the minimum requirements of any
applicable  law,  and  the  intent  of  parties  hereto.

X.14  Official  Notices.  Any  notice  or  communication  required, permitted or
      -----------------
desired  to be given hereunder shall be deemed effectively given when personally
delivered  or  mailed,  return  receipt  requested,  or  overnight  express mail
addressed  as  follows:

Member Provider or Representative/Designee:
          (Please Print)

Name:
     -----------------------------------------------
Organization:
             ---------------------------------------
Address:
        --------------------------------------------
City/State/Zip:
               -------------------------------------
Telephone:
          ------------------------------------------
Fax:
    ------------------------------------------------

Organization:

     Rockport Healthcare Group, Inc.
     Attn: Director of Provider Relations
     50 Briar Hollow Lane, Suite 515W
     Houston, TX 77027
     Telephone: (713) 621-9424
     Fax: (713) 621-9511

or  to  such  other  address,  and  to  the attention of such other person(s) or
officer(s)  as  either  party  may  designate  by  written  notice.


                                       37
<PAGE>
IN  WITNESS  WHEREOF,  the  undersigned  will  be  deemed  to have executed this
Agreement  as  of  the  date  this  Agreement  is  signed  by  RHG.

FOR AND ON BEHALF OF:

ROCKPORT HEALTHCARE GROUP, INC.
50 BRIAR HOLLOW LANE, SUITE 515W
HOUSTON, TX 77027


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

DATE:
     --------------------------------------------


FOR AND ON BEHALF OF:

MEMBER PROVIDER OR REPRESENTATIVE/DESIGNEE

SIGNATURE:
          ----------------------------------------
NAME:
     ---------------------------------------------
                     (PRINT)
TIN:
    ----------------------------------------------
DATE:
     ---------------------------------------------


                                       38
<PAGE>
                                   EXHIBIT "C"

                           QUALITY MANAGEMENT PROGRAM

SCOPE

The  Quality  Management  Program is designed to assure an objective, systematic
and  unbiased  monitoring  and  evaluation  of the utilization management review
process.  It  is  responsible  to the clients for whom it performs its functions
within  the  rules and regulations set forth both by state and federal agencies.

OBJECTIVES

The  objectives  of  the  Quality  Management  Program  are  to:
-    To  assure  compliance  with  state  and  federal  rules  and  regulations;
-    To  promote accurate determinations based on the individual worker's claim;
-    To  utilize  accepted  medical  criteria to evaluate the claimant injuries,
     care  and  treatment;  and
-    To  consistently  monitor  reviews using a process that includes the use of
     standards,  indicators,  and  outcomes.

PROCEDURE

The  Quality  Management  Program  will  meet  its  objectives  by:
-    Defining those person(s) responsible for the Quality Management Program and
     its  implementation;
-    Defining  the  scope  of  services,  products  offered,  patient population
     served,  and  objective  criteria  used  to  define  the  service;
-    Defining  the  staff qualifications and credentials. Assuring processes are
     in place to resolve problems related to customer service issues and improve
     outcomes;
-    Describing evaluations of activities implemented to improve service and the
     effectiveness  of  the  actions,  and
-    Describing  the appropriate documentation and reporting of findings related
     to  monitoring  process  within the organizational structure and standards.

QUALITY  MANAGEMENT  STANDARDS

-    Confidentiality
-    Accessibility
-    Criteria Based Review
-    Collaboration
-    Performance Evaluation
-    Education
-    Program Evaluation

AUTHORITY

The  execution  of  the Quality Management Program is the responsibility of each
employee.  The  Quality  Management  Committee  (the "QM Committee") directs the
company's  Quality  Management  Program.  This  standing  committee  has  been
established  with  its  authority  stemming  from  the  EOS  Medical  Director.

COMPOSITION  OF  QM  COMMITTEE

-    The  Medical  Director  is  the  chairperson  of  the QM Committee. Members
     include  on  Physician  Advisor,  the  Director  of  the  Practice
-    Management  and  Case  Management  Products,  and  at  least two designated
     CMs/URNs.
-    Removal  or  replacement  of  a  member  of  the QM Committee occurs at the
     recommendation  of the chairperson, subject to the approval of the majority
     of  the  members.
-    The  Director  appoints  designated  CMs/URNs.


                                       39
<PAGE>
-    The  Chairperson,  subject  to  approval  of the majority, shall accomplish
     removal  of  a  CM/URN.

FUNCTION

The  QM  Committee  establishes  and implements a program to include, but is not
limited  to  the  following:
-    The establishment and performance of a program that adheres to the federal,
     state,  and  accreditation  standards;
-    Review  of  all  new  policies  and procedures related to implementation of
     quality  monitoring,  audits  and  outcome  measures;
-    Review of quality reports submitted by departments, which measure adherence
     to  standards;
-    Providing  direction to staff on adherence to quality service and programs;
-    Monitoring provider performance in relation to utilization practices within
     the  PPO  bylaws  and  the  state  and  federal  regulations;
-    Identifying  questionable  utilization  patterns  of  a specific physician,
     group  of  physicians,  other  health professional, or supportive services;
-    Forwarding  all  providers  issues  to  the  Medical  Committee for review;
-    Adoption,  adaptation  and/or  development  of medical criteria used in the
     evaluation  of  encouragement  of  appropriate  utilization;  and
-    When  review  criteria  from  a  source  other  than  the defined source is
     recommended,  it  will  be  made  available  to  the  PPO  providers.

FREQUENCY OF MEETINGS

Meetings  of  the  QM  Committee  will  be held quarterly on the third Wednesday
following  the  end  of  the  preceding  quarter.

MINUTES AND REPORTS OF THE QM COMMITTEE

Minutes  shall  be  kept on all meetings and records shall be maintained.  These
records  shall  include:
-    Those  members  in  attendance;
-    The chart or case number of any case reviewed and/or the provider number of
     any  physician  pattern  reviewed;
-    The  standards,  indicator  and  outcomes  presented,  the  recommendations
     discussed,  time frames for implementation and the designated individual(s)
     responsible  for  implementation;
-    Studies  reviewed,  including  the  design,  parameters,  sample  size  and
     estimated  date of completion. If the study has been completed, the records
     must  show  the results of the studies of and the recommendations of the QM
     Committee;  and
-    If follow up is necessary, the date of corrective action(s), implementation
     plan(s)  and  designated  persons  responsible shall be clearly identified.

NON-DISCIPLINARY  ROLE

The  QM  Committee has no authority to discipline or reprimand any member of the
medical  staff.  Such  authority  is the responsibility of the Medical Executive
Staff  and  bound  by  the  contract  set  forth  in  the  PPO  agreement.


                                       40
<PAGE>
                                   EXHIBIT "D"

                             COMPENSATION TO NETWORK


FHMRM  shall  pay  NETWORK ** percent (**%) of FHMRM'S actually received NETWORK
Revenue.  NETWORK  Revenue  is  FHMRM's  actual  cash receipts, less any amounts
refunded,  compromised or adjusted, generated by charging Payors a percentage of
Savings  achieved through repricing of Participating Providers' medical bills as
provided in this Agreement.  Savings is defined as the difference between Billed
Charges  and  the  lesser of (a) Fee Schedule or (Usual and Customary Charges as
determined  by  FHMRM  where Covered Services are not included in the applicable
Fee  Schedule);  (b)  Contract  Charges;  or  (c)  Billed Charges less duplicate
charges.

FHMRM  shall  have  full control of and discretion as to the collection, refund,
adjustment  or  compromise  of  any  or  all  of  its  clients'  accounts.


                                       41
<PAGE>