EXHIBIT 10.44

                              AMENDMENT TO GUARANTY


      This Amendment to the Guaranty (the "Guaranty") of certain obligations of
FOHP, Inc. (the "Obligor") to First Option Health Plan of New Jersey, Inc. (the
"Beneficiary") furnished by Entity (the "Guarantor"), is made as of December 6,
1996.

                                    RECITALS

      WHEREAS, the term of the Guaranty is to expire January 1, 1997;

      WHEREAS, each of the Guarantor,  Obligor and Beneficiary believes it to be
in its best interest that the term of the Guaranty be extended until the earlier
of (i) the close of the  Securities  Purchase  Agreement  dated October 24, 1996
among the Obligor,  the Beneficiary and Health Systems  International,  Inc., or
(ii) March 31, 1997; and

      WHEREAS,  in consideration  for the extension of the term of the Guaranty,
the Obligor will pay $100 to the Guarantor.

      NOW,  THEREFORE,  in  consideration of the foregoing and of the respective
covenants   and   undertakings   hereunder  and  for  other  good  and  valuable
consideration,  the receipt and adequacy of which are hereby  acknowledged,  the
parties hereto hereby agree as follows:

      1. DEFINITIONS.  Capitalized terms used herein without definition are used
as defined in the Guaranty.

      2.  AMENDMENTS.  Section  3.1 of the  Guaranty  is hereby  deleted  in its
entirety and the following provision shall be substituted therefor;

          Section 3.1 TERM OF THE GUARANTY. The Guarantor's liability under this
          Guaranty  shall  continue  until the  earlier  of (i) the close of the
          Securities  Purchase  Agreement  dated  October  24,  1996  among  the
          Obligor,  the Beneficiary and Health Systems  International,  Inc., or
          (ii) March 31, 1997.

      3. CONSIDERATION. As consideration for the Guarantor extending the term of
the  Guaranty as  provided  for herein,  the  Obligor  hereby  agrees to pay One
Hundred and 00/100 ($100.00) Dollars to the Guarantor.



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                                                                        Page Two




      IN WITNESS  WHEREOF,  the parties  hereto  executed this  Amendment to the
Guaranty or caused this  Amendment  to the Guranty to be executed by their duly
authorized corporate officers as of the day and year first above written.

                                                 THE GUARANTOR:



                                             BY:
                                                ----------------------------
                                                (FIELD) Institution Name


                                                THE OBLIGOR:



                                             BY:
                                                ----------------------------
                                                Donald Parisi
                                                Senior Vice President,
                                                Secretary and General Counsel



<PAGE>




                          SECOND AMENDMENT TO GUARANTY


      This  Second  Amendment  to  the  Guaranty  (the  "Guaranty")  of  certain
obligations  of FOHP,  Inc.  (the  "Obligor") to First Option Health Plan of New
Jersey, Inc. (the "Beneficiary") furnished by Entity (the "Guarantor"),  is made
as of March 12, 1997.

                                    RECITALS

      WHEREAS, the term of the Guaranty, as previously amended, is to expire on
March 31, 1997;

      WHEREAS, each of the Guarantor,  Obligor and Beneficiary believes it to be
in its best interest that the term of the Guaranty be extended until the earlier
of (i) the close of the Amended and Restated Securities Purchase Agreement dated
February  10,  1997  among the  Obligor,  the  Beneficiary  and  Health  Systems
International, Inc., or (ii) April 30, 1997; and

      WHEREAS,  in consideration  for the extension of the term of the Guaranty,
the Obligor will pay $33 to the Guarantor.

      NOW,  THEREFORE,  in  consideration of the foregoing and of the respective
covenants   and   undertakings   hereunder  and  for  other  good  and  valuable
consideration,  the receipt and adequacy of which are hereby  acknowledged,  the
parties hereto hereby agree as follows:

      1. DEFINITIONS.  Capitalized terms used herein without definition are used
as defined in the Guaranty.

      2.  AMENDMENTS.  Section  3.1 of the  Guaranty  is hereby  deleted  in its
entirety and the following provision shall be substituted therefor;

          Section 3.1 TERM OF THE GUARANTY. The Guarantor's liability under this
          Guaranty  shall  continue  until the  earlier  of (i) the close of the
          Amended and Restated  Securities Purchase Agreement dated February 10,
          1997  among  the  Obligor,   the   Beneficiary   and  Health   Systems
          International, Inc., or (ii) April 30, 1997.

      3. CONSIDERATION. As consideration for the Guarantor extending the term of
the  Guaranty  as  provided  for  herein,  the  Obligor  hereby  agrees  to  pay
thirty-three and 00/100 ($33.00) Dollars to the Guarantor.


<PAGE>


                                                                        Page Two




      IN WITNESS  WHEREOF,  the parties hereto executed this Second Amendment to
the  Guaranty or caused this Second  Amendment to the Guaranty to be executed by
their duly  authorized  corporate  officers  as of the day and year first  above
written.

                                                     THE GUARANTOR:



                                               BY:
                                                  -----------------------------
                                                  Field Institution Name


                                                  THE OBLIGOR:



                                               BY:
                                                  -----------------------------
                                                  Donald Parisi
                                                  Acting President and CEO