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                                                                   Exhibit 10.48

       AMENDED AND RESTATED COMPANY/SUBSIDIARIES TAX ALLOCATION AGREEMENT


         THIS AMENDED AND RESTATED COMPANY/SUBSIDIARIES TAX ALLOCATION AGREEMENT
(this "Agreement") is made and entered into as of November 30, 2000, by and
among RIGHTCHOICE MANAGED CARE, INC., a Delaware corporation ("Parent"), and
HEALTHY ALLIANCE LIFE INSURANCE COMPANY ("HALIC"), DIVERSIFIED LIFE INSURANCE
AGENCY OF MISSOURI, INC. ("DLIAM"), HMO MISSOURI, INC. ("HMO Missouri"),
HEALTHLINK, INC. ("HealthLink"), HEALTHLINK HMO, INC. ("HealthLink HMO"),
RIGHTCHOICE INSURANCE COMPANY ("RightCHOICE Insurance"), PREFERRED HEALTH PLANS
OF MISSOURI, INC. ("PHPMo"), FORTY-FOUR FORTY-FOUR FOREST PARK REDEVELOPMENT
CORPORATION ("Forest Park"), R & P REALTY, INC. ("R & P") and C & S PROPERTIES,
INC. ("C & S") (hereinafter referred to individually as "Subsidiary" or
collectively as "Subsidiaries").

                                   WITNESSETH:

         WHEREAS, RightCHOICE Managed Care, Inc., a Missouri corporation
("RightCHOICE"), HALIC, DLIAM, HMO Missouri and certain others entered into that
certain Company/Subsidiaries Tax Allocation Agreement dated August 1, 1994 ("Tax
Agreement"), as amended by that certain Amendment dated October 6, 1995 between
RightCHOICE and HealthLink ("First Amendment"), that certain Second Amendment
dated July 8, 1996 between RightCHOICE and HealthLink HMO ("Second Amendment"),
that certain Third Amendment dated November 1, 1999 between RightCHOICE and
RightCHOICE Insurance ("Third Amendment"), and that certain Fourth Amendment
dated November 1, 1999 between RightCHOICE and PHPMo ("Fourth Amendment")(the
Tax Agreement, First Amendment, Second Amendment, Third Amendment and Fourth
Amendment are collectively referred to hereinafter as the "Original Agreement");

         WHEREAS, RightCHOICE and its parent, Blue Cross and Blue Shield of
Missouri (as the same may have been amended from time to time, the "BCBSMo"),
entered into that certain Tax Allocation Agreement dated August 8, 1994 ("BCBSMo
Agreement");

         WHEREAS, BCBSMo, Forest Park, R & P and C & S entered into that certain
Tax Allocation Agreement dated September 30, 1994 (as the same may have been
amended from time to time, the "BCBSMo Subsidiary Agreement");

         WHEREAS, BCBSMo merged into Parent on the effective date of this
Agreement and, subsequent to that merger, RightCHOICE also merged into Parent;

         WHEREAS, as a result of the merger of BCBSMo into Parent and
RightCHOICE into Parent, the successor-in-interest to BCBSMo, the parties desire
to terminate and replace the BCBSMo Agreement and the BCBSMo Subsidiary
Agreement, to add Forest Park, R & P and C & S as parties to the Original
Agreement and to amend and restate the Original Agreement as hereinafter
provided;

         WHEREAS, to the extent this Agreement conflicts or is inconsistent with
any term or condition of the Original Agreement, the terms and conditions of
this Agreement shall supersede such term or condition in the Original Agreement;

         WHEREAS, Parent and Subsidiaries are members of an affiliated group of
corporations within the meaning of section 1504(a)(1) of the Internal Revenue
Code of 1986 (the "Code");

         WHEREAS, Parent and its eligible subsidiaries (the "Consolidated
Group") have elected and consented to file consolidated Federal income tax
returns; and
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         WHEREAS, the parties to this Agreement wish to agree on the payment of
tax liabilities between Parent and the Subsidiaries in a manner pursuant to
which each Subsidiary pays Parent an amount of Federal income tax based upon the
amount of Federal income taxes which would be payable by the Subsidiary if it
filed a separate Federal income tax return, which includes the income, gain,
loss and deductions of Subsidiary.

         NOW, THEREFORE, Parent and Subsidiary hereby agree as follows:

I.       Consolidated Return.

         Parent and the Subsidiaries, have elected to file consolidated Federal
         income tax returns for the taxable period ending December 31, 2000, and
         for any subsequent taxable period for which the Consolidated Group is
         permitted to file a consolidated Federal income tax return.

         Each of the Subsidiaries agrees to file such consents and other
         documents and to take such action as may be necessary to carry out the
         purposes and provisions of this paragraph.

II.      Calculation of Separate Company Federal Income Tax Liability.

         A.       Beginning with the period ended December 31, 2000, and for
                  each tax year thereafter, each Subsidiary will calculate the
                  Federal income tax liability for such Subsidiary (for the
                  period during which such Subsidiary was a direct or indirect
                  subsidiary of Parent), without considering the Federal
                  alternative minimum tax ("AMT"), as if such Subsidiary were to
                  file a separate Federal income tax return for such period, as
                  modified by the provisions of paragraph B below.

         B.       In so computing the Federal income tax liability of each
                  Subsidiary:

                  1.       Except as otherwise provided herein, "separate
                           company taxable income (loss)" shall be determined as
                           if the Subsidiary was filing a separate tax return,
                           and the term will not have the same meaning as
                           described in Regulation Section 1.1502-12.

                  2.       Any dividends received by one corporation in the
                           Consolidated Group from another corporation in the
                           Consolidated Group will be assumed to qualify for the
                           100% dividend received deduction of Section 243 and
                           shall be eliminated from such computation in
                           accordance with Regulation Section 1.1502-14(a)(1).

                  3.       Gain or loss on intercompany transactions, whether
                           deferred or not shall be treated by the Subsidiary in
                           the manner required by Regulation Section 1.1502-13
                           (so that the Subsidiary reports the gain or loss on
                           intercompany transactions consistent with the
                           treatment accorded such transactions on the
                           Consolidated Group's consolidated Federal income tax
                           return).

                  4.       Certain limitations, as provided in the Code,
                           regarding the calculation or utilization of a
                           deduction, the utilization of credits and the
                           computation of separate company tax liability of the
                           Subsidiary shall be made on a consolidated basis.

                           a.       The limitation on charitable contribution
                                    deductions as provided in Code Section
                                    170(b)(2), shall be computed in accordance
                                    with Regulation Section 1.1502-24.

                           b.       The limitation on the utilization of foreign
                                    tax credits, as provided in Code Section
                                    904(a), shall be computed in accordance with
                                    Regulation Section 1.1502-4.


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                           c.       The limitation on the utilization of jobs
                                    tax credits and other general business
                                    credits, as provided in Code Section
                                    38(c)(1), shall be computed on a
                                    consolidated basis.

                           d.       The computation of the limitation on capital
                                    losses, as provided in Code Section 1211(a),
                                    shall be computed in accordance with
                                    Regulation Section 1.1502-22.

                           e.       The computation of Code Section 1231 gain or
                                    loss shall be made in accordance with
                                    Regulation Section 1.1502-23.

                           f.       The computation and utilization of any net
                                    operating loss deduction, as provided in
                                    Code Section 172(b)(2) shall be computed in
                                    accordance with Regulation Section
                                    1.1502-21.

                           g.       The utilization and limitation of certain
                                    built-in deductions, as provided in
                                    Regulation Section 1.1502-15, as computed in
                                    accordance with such section.

                           h.       The computation of the dividend received
                                    deduction with respect to dividends received
                                    from outside the Group, as provided in Code
                                    Sections 243 through 247 shall be computed
                                    in accordance with Regulation Section
                                    1.1502-26.

                           i.       With respect to similar limitations not
                                    specifically mentioned herein, they shall be
                                    applied on a consolidated basis.

                  5.       Deductions and credits which can be partially
                           utilized as a result of applying such consolidated
                           limitations shall be allocated and apportioned among
                           the Subsidiaries and the other members of the
                           Consolidated Group based upon the proportion of each
                           such deductions and credits of such corporation to
                           the aggregate amount of each such deductions and
                           credits.

                  6.       Notwithstanding Regulation Section 1.1502-17, Parent
                           may direct a subsidiary to apply, with the
                           commissioner of the Internal Revenue Service, under
                           Code Section 446(e), for a change in the method of
                           accounting for such corporation on an overall basis
                           or for any material item.

                  7.       Notwithstanding Regulation Section 1.1502-17, Parent
                           must consent to any change in method of accounting by
                           a Subsidiary on an overall basis or for any material
                           item. If a method of accounting has not been
                           established by Subsidiary, Parent must consent to the
                           selection of an accounting method by such
                           corporation.

                  8.       Notwithstanding Regulation Section 1.1502-17, Parent
                           must direct and must authorize any election which a
                           Subsidiary may make under the Code or Treasury
                           Regulations which may affect the Consolidated Group's
                           taxable position. This authorization includes, but is
                           not limited to, Section 453 (installment
                           obligations), Section 248 (organizational
                           expenditures) and Section 1033 (involuntary
                           conversions).

                  9.       The amounts in each taxable income bracket in the tax
                           table in Code Section 11(b) shall be allocated in any
                           given year to the members of the Consolidated Group
                           as Parent shall elect.

                  10.      The $25,000 direct offset to tax liability provided
                           for in Code Section 38(c)(1)(B) shall be allocated in
                           any given year to those members of the Consolidated
                           Group as Parent shall elect.


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                  11.      In calculating any carryback or carryover of net
                           operating losses, adjustments shall be made to such
                           prior or subsequent years' separate company taxable
                           income and tax as determined under Code Section
                           172(b)(1). For purposes of such adjustments, any
                           election under Code Section 172(b)(3) to forego a
                           loss carryback shall be made by the Parent.

         C.       The AMT will be determined on a consolidated basis by the
                  Parent. The AMT will be allocated to Subsidiary based upon the
                  Subsidiary's portion of tax preferences, adjustments, and
                  other items causing the AMT to be applicable at the
                  consolidated level, as follows:

<TABLE>
<S>                    <C>                            <C>
  Excess of AMT        Portion of Tax Preferences     Excess of AMT Over
                       and Adjustments                Regular Tax Allocated to
  Over Regular Tax  X  Attributable to Subsidiary  =  Subsidiary
                       __________________________
                       Total of Tax Preferences
                       and Adjustments for Parent
                       and Subsidiaries
</TABLE>

                  The "Excess of AMT Over Regular Tax Allocated" to a Subsidiary
                  shall be added to such Subsidiary's separate return tax
                  liability determined in paragraphs A and B above. The AMT
                  allocated to a Subsidiary for any tax year shall not exceed
                  the excess of Federal AMT allocable to Parent, nor shall such
                  allocation be less than zero.

         D.       In determining the portion of tax preferences attributable to
                  a Subsidiary, the portion of the consolidated adjustment for
                  adjusted current earnings of Code Section 56(c)(1), if any,
                  allocable to the Subsidiary shall be an amount equal to the
                  lesser of (1) the adjustment for adjusted current earnings
                  computed for such Subsidiary, or (2) the consolidated
                  adjustment for adjusted current earnings.

                  If a consolidated AMT credit carryforward is generated and
                  utilized for any year, the credit shall be allocated to a
                  Subsidiary based upon the proportion of excess AMT over
                  regular tax allocated to such Subsidiary in the year(s) in
                  which the credit arose. The amount of Federal alternative
                  minimum tax credit allocated to Subsidiary shall not exceed
                  the consolidated AMT credit.

III.     Liability for Tax Payments - Federal.

         A.       If a Subsidiary would be subject to Federal income tax
                  liability resulting from the calculation required by Paragraph
                  II above, such Subsidiary shall pay such liability to Parent.

         B.       If a Subsidiary would be entitled to a refund of Federal
                  income tax resulting from the calculation required by
                  Paragraph II, above, such Subsidiary shall receive such refund
                  from Parent. However, any such refund is subject to the
                  limitations included in Subparagraph B of Paragraph II.

         C.       Neither Parent nor any Subsidiary shall pay or credit any
                  amount to the other hereunder even though the Federal income
                  tax liability of the Consolidated Group may have been
                  increased or reduced by reason of the inclusion of the Parent
                  or the Subsidiaries in the filing of a consolidated income tax
                  return.

         D.       Each Subsidiary agrees to Parent's appointment as the agent
                  for and to act in its own name in all matters relating to the
                  corporation Federal income tax liability, including payment of
                  such


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                  liability, for any year in which it elects or is required to
                  file a consolidated Federal income tax return.

IV.      Method and Time of Payment.

         Any amount to be paid by a Subsidiary to Parent or by Parent to a
         Subsidiary by reason of Paragraph III shall be paid quarterly based on
         Subsidiary's estimated tax liability. The quarterly payment shall be
         made in time to reasonably permit Parent to make required estimated
         payments or final settlements with the Internal Revenue Service as
         provided in Regulation Section 1.1502-5 with respect to Federal income
         taxes.

V.       Adjustment of Tax Liability.

         In the event of any adjustment of the tax liability as to the
         consolidated Federal income tax return of the Consolidated Group, by
         reason of the filing of an amended return, a tentative loss carryback
         refund application, claim for refund, or arising out of an audit by the
         IRS, the liability of the Parent and Subsidiary hereunder shall be
         redetermined after fully giving effect to any such adjustment as if
         such adjustment had been a part of the original computation, including
         any interest and penalties attributable to any such adjustment.

VI.      Successors, Assigns.

         The provisions and terms of this Agreement shall be binding on and
         inure to the benefit of any successor, by merger, acquisition of assets
         or otherwise, to any of the parties hereto.

VII.     Duration.

         With respect to each Subsidiary, unless earlier terminated by manual
         agreement of the parties, this Agreement shall remain in effect with
         respect to all taxable years for which consolidated Federal income tax
         returns are filed by the Consolidated Group and such Subsidiary is
         included as a member of the Consolidated Group.

VIII.    Earnings and Profits Adjustment.

         This Agreement is not intended to establish the method by which the
         earnings and profits of each member of the Consolidated Group will be
         determined.

IX.      Miscellaneous.

         This Agreement contains the entire agreement among the parties hereto,
         and supersedes any prior written or oral understanding or agreement
         among the parties with respect to the subject matter hereof. No
         modification, extension, renewal, recession, termination or waiver of
         any of the provisions contained herein shall be binding upon any party
         unless made in writing and signed on its behalf by one of its officers.

X.       GOVERNING LAW.

         THE PROVISIONS OF THIS AGREEMENT SHALL BE GOVERNED AND INTERPRETED IN
         ACCORDANCE WITH THE LAWS OF MISSOURI.


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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officer, and the amendment and restatement of
the Original Agreement is effective as of November 30, 2000.

<TABLE>
<S>                                              <C>
RIGHTCHOICE MANAGED CARE, INC.                   HEALTHY ALLIANCE LIFE INSURANCE COMPANY


By:  /s/ John A. O'Rourke                        By:  /s/ John A. O'Rourke
    --------------------------------------           --------------------------------------
     John A. O'Rourke                                 John A. O'Rourke
     President and Chief Executive Officer            President and Chairman


DIVERSIFIED LIFE INSURANCE AGENCY OF             HMO MISSOURI, INC.
MISSOURI, INC.


By:  /s/ John A. O'Rourke                        By:  /s/ John A. O'Rourke
    --------------------------------------           --------------------------------------
     John A. O'Rourke                                 John A. O'Rourke
     Chairman                                         President and Chairman


HEALTHLINK, INC.                                 HEALTHLINK HMO, INC.


By:  /s/ John A. O'Rourke                        By:  /s/ John A. O'Rourke
    --------------------------------------           --------------------------------------
     John A. O'Rourke                                 John A. O'Rourke
     Chairman                                         Chairman


RIGHTCHOICE INSURANCE COMPANY                    PREFERRED HEALTH PLANS OF MISSOURI, INC.


By:  /s/ John A. O'Rourke                        By:  /s/ John A. O'Rourke
    --------------------------------------           --------------------------------------
     John A. O'Rourke                                 John A. O'Rourke
     President and Chairman                           Chairman


FORTY-FOUR FORTY-FOUR FOREST PARK                R & P REALTY, INC.
REDEVELOPMENT CORPORATION


By:  /s/ John A. O'Rourke                        By:  /s/ John A. O'Rourke
    --------------------------------------           --------------------------------------
     John A. O'Rourke                                 John A. O'Rourke
     President                                        President


C & S PROPERTIES, INC.


By:  /s/ John A. O'Rourke
    --------------------------------------
     John A. O'Rourke
     President
</TABLE>


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