Exhibit
10.68  BLUE
SHIELD CONTROLLED
AFFILIATE LICENSE AGREEMENT APPLICABLE
TO LIFE INSURANCE COMPANIES (Includes
revisions adopted by Member Plans through their June 13, 2002 meeting) This agreement by and among Blue
Cross and Blue Shield Association (BCBSA) Healthy Alliance Life Insurance
Company (Controlled Affiliate), a Controlled Affiliate of the Blue Shield
Plan(s), known as WellPoint Health Networks Inc. (Plan).  WHEREAS, BCBSA is
the owner of the BLUE SHIELD and BLUE SHIELD Design service marks;  WHEREAS, the Plan
and the Controlled Affiliate desire that the latter be entitled to use the BLUE
SHIELD and BLUE SHIELD Design service marks (collectively the Licensed Marks)
as service marks and be entitled to use the term BLUE SHIELD in a trade name
(Licensed Name);  NOW, THEREFORE, in
consideration of the foregoing and the mutual agreements hereinafter set forth
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:  1.   GRANT
OF LICENSE  Subject to the terms and
conditions of this Agreement, BCBSA hereby grants to the Controlled Affiliate
the exclusive right to use the licensed Marks and Names in connection with and
only in connection with those life insurance and related services authorized by
applicable state law, other than health care plans and related services (as
defined in the Plans License Agreements with BCBSA) which services are not
separately licensed to Controlled Affiliate by BCBSA, in the Service Area
served by the Plan, except that BCBSA reserves the right to use the Licensed
Marks and Name in said Service Area, and except to the extent that said Service
Area may overlap the area or areas served by one or more other licensed Blue
Shield Plans as of the date of this License as to which overlapping areas the
rights hereby granted are non-exclusive as to such other Plan or Plans and
their respective Licensed Controlled Affiliates only.  Controlled Affiliate cannot use the Licensed Marks or Name
outside the Service Area or, anything in any other license to Controlled
Affiliate notwithstanding, in its legal or trade name.  2.   QUALITY CONTROL  A.                  Controlled Affiliate agrees to
use the Licensed Marks and Name only in relation to the sale, marketing and
rendering of authorized products and further agrees to be bound by the
conditions regarding quality control shown in Exhibit A as it may be amended by
BCBSA from time-to-time. Amended as of November 17, 1994   1 
    B.                          Controlled Affiliate agrees that Plan
and/or BCBSA may, from time-to-time, upon reasonable notice, review and inspect
the manner and method of Controlled Affiliates rendering of service and use of
the Licensed Marks and Name.  C.                          Controlled Affiliate agrees that it will
provide on an annual basis (or more often if reasonably required by Plan or by
BCBSA) a report to Plan and BCBSA demonstrating Controlled Affiliates
compliance with the requirements of this Agreement including but not limited to
the quality control provisions of Exhibit A.  D.                          As used herein, a Controlled Affiliate is
defined as an entity organized and operated in such a manner that it is subject
to the bona fide control of a Plan or Plans. 
Absent written approval by BCBSA of an alternative method of control,
bona fide control shall mean the legal authority, directly or indirectly
through wholly-owned subsidiaries: (a) to select members of the
Controlled Affiliates governing body having not less than 51% voting control
thereof; (b) to exercise operational control with respect to the governance
thereof; and (c) to prevent any change in its articles of incorporation, bylaws
or other governing documents deemed inappropriate.  In addition, a Plan or Plans shall own at least 51% of any for-profit
Controlled Affiliate.  If the Controlled
Affiliate is a mutual company, the Plan or its designee(s) shall have and
maintain, in lieu of the requirements of items (a) and (c) above, proxies
representing 51% of the votes at any meeting of the policyholders and shall
demonstrate that there is no reason to believe this such proxies shall be
revoked by sufficient policyholders to reduce such percentage below 51%.  3.                 SERVICE MARK USE  Controlled
Affiliate shall at all times make proper service mark use of the Licensed
Marks, including but not limited to use of such symbols or words as BCBSA shall
specify to protect the Licensed Marks, and shall comply with such rules
(applicable to all Controlled Affiliates licensed to use the Marks) relative to
service mark use, as are issued from time-to-time by BCBSA.  If there is any public reference to the
affiliation between the Plan and the Controlled Affiliate, all of the
Controlled Affiliates licensed services in the Service Area of the Plan shall
be rendered under the Licensed Marks. 
Controlled Affiliate recognizes and agrees that all use of the Licensed
Marks by Controlled Affiliate shall inure to the benefit of BCBSA.   2 
   4.                 SUBLICENSING AND ASSIGNMENT  Controlled
Affiliate shall not sublicense, transfer, hypothecate, sell, encumber or
mortgage, by operation of law or otherwise, the rights granted hereunder and
any such act shall be voidable at the option of Plan or BCBSA.  This Agreement and all rights and duties
hereunder are personal to Controlled Affiliate.  5.                 INFRINGEMENTS  Controlled
Affiliate shall promptly notify Plan and BCBSA of any suspected acts of
infringement, unfair competition or passing off which may occur in relation to
the Licensed Marks.  Controlled
Affiliate shall not be entitled to require Plan or BCBSA to take any actions or
institute any proceedings to prevent infringement, unfair competition or
passing off by third parties. 
Controlled Affiliate agrees to render to Plan and BCBSA, free of charge,
all reasonable assistance in connection with any matter pertaining to the
protection of the Licensed Marks by BCBSA.  6.                 LIABILITY INDEMNIFICATION  Controlled
Affiliate hereby agrees to save, defend, indemnify and hold Plan and BCBSA
harmless from and against all claims, damages, liabilities and costs of every
kind, nature and description which may arise as a result of Controlled
Affiliates rendering of health care services under the Licensed Marks.  7.                 LICENSE TERM  The license
granted by this Agreement shall remain in effect for a period of one (1) year
and shall be automatically extended for additional one (1) year periods upon
evidence satisfactory to the Plan and BCBSA that Controlled Affiliate meets the
then applicable quality control standards, unless one of the parties hereto
notifies the other party of the termination hereof at least sixty (60) days
prior to expiration of any license period.  This
Agreement may be terminated by the Plan or by BCBSA for cause at any time
provided that Controlled Affiliate has been given a reasonable opportunity to
cure and shall not effect such a cure within thirty (30) days of receiving
written notice of the intent to terminate (or commence a cure within such
thirty day period and continue diligent efforts to complete the cure if such
curing cannot reasonably be completed within such thirty day period).  By way of example and not for purposes of
limitation, Controlled Affiliates failure to abide by the quality control provisions
of Paragraph 2, above, shall be considered a proper ground for cancellation of
this Agreement.   3 
   A.  Controlled Affiliate shall no longer comply with Standard No. 1
(Organization and Governance) of Exhibit A or, following an opportunity to
cure, with the remaining quality control provisions of Exhibit A, as it may be
amended from time-to-time; or  B.   Plan ceases to be authorized to use the Licensed Marks; or  C.   Appropriate dues for Controlled Affiliate pursuant to item 8
hereof, which are the royalties for this License Agreement are more than sixty
(60) days in arrears to BCBSA.  Upon termination of this
Agreement for cause or otherwise, Controlled Affiliate agrees that it shall
immediately discontinue all use of the Licensed Marks including any use in its
trade name.  In the event of any disagreement
between Plan and BCBSA as to whether grounds exist for termination or as to any
other term or condition hereof, the decision of BCBSA shall control, subject to
provisions for mediation or mandatory dispute resolution in effect between the
parties.  Upon termination of this
Agreement, Licensed Controlled Affiliate shall immediately notify all of its
customers that it is no longer a licensee of the Blue Cross and Blue Shield
Association and provide instruction on how the customer can contact the Blue
Cross and Blue Shield Association or a designated licensee to obtain further
information on securing coverage. The written notification required by this
paragraph shall be in writing and in a form approved by the Association. The
Association shall have the right to audit the terminated entitys books and
records to verify compliance with this paragraph.  8.   DUES  Controlled Affiliate will pay to
BCBSA a fee for this license in accordance with the following formula:  An annual fee of five thousand dollars ($5,000) per license, plus  .05% of gross revenue per year from branded group products, plus  .5% of gross revenue per year from branded individual products plus  .14% of gross revenue per year from branded individual annuity
products.  Amended as of November 20, 1997  4 
   The foregoing
percentages shall be reduced by one-half where both a BLUE CROSS® and BLUE
SHIELD® license are issued to the same entity. 
In the event that any License period is greater or less than one (1)
year, any amounts due shall be prorated. 
Royalties under this formula will be calculated, billed and paid in
arrears.  Plan will promptly and timely
transmit to BCBSA all dues owed by Controlled Affiliate as determined by the
above formula and if Plan shall fail to do so, Controlled Affiliate shall pay
such dues directly.  9.   JOINT VENTURE  Nothing contained in this Agreement shall be
construed as creating a joint venture, partnership, agency or employment
relationship between Plan and Controlled Affiliate or between either and BCBSA.  9A. VOTING  For all provisions of
this Agreement referring to voting, the term Plans shall mean all entities
licensed under the Blue Cross License Agreement and/or the Blue Shield License
Agreement, and in all votes of the Plans under this Agreement the Plans shall
vote together.  For weighted votes of
the Plans, the Plan shall have a number of votes equal to the number of
weighted votes (if any) that it holds as a Blue Cross Plan plus the number of
weighted votes (if any) that it holds as a Blue Shield Plan.  For all other votes of the Plans, the Plan
shall have one vote.  For all questions
requiring an affirmative three-fourths weighted vote of the Plans, the
requirement shall be deemed satisfied with a lesser weighted vote unless six
(6) or more Plans fail to cast weighted votes in favor of the question.  10. NOTICES AND CORRESPONDENCE  Notices regarding the subject matter
of this Agreement or breach or termination thereof shall be in writing and
shall be addressed in duplicate to the last known address of each other party,
marked respectively to the attention of its President and, if any, its General
Counsel.  Amended
as of June 16, 2000  (The next page is page 5)   4a 
   11. COMPLETE AGREEMENT  This Agreement contains the
complete understandings of the parties in relation to the subject matter
hereof.  This Agreement may only be
amended by a writing executed by all parties.  12. SEVERABILITY  If any term of this Agreement is
held to be unlawful by a court of competent jurisdiction, such finding shall in
no way effect the remaining obligations of the parties hereunder and the court
may substitute a lawful term or condition for any unlawful term or condition so
long as the effect of such substitution is to provide the parties with the
benefits of this Agreement.  13. NONWAIVER  No waiver by BCBSA of any breach
or default in performance on the part of the Controlled Affiliate or any other
licensee of any of the terms, covenants or conditions of this Agreement shall
constitute a waiver of any subsequent breach or default in performance of said
terms, covenants or conditions.  14. GOVERNING
LAW  This Agreement shall be governed
by, and construed and interpreted in accordance with, the laws of the State of
Illinois.   5 
    IN
WITNESS WHEREOF, the parties have caused this License Agreement to be executed,
effective as of the date of last signature written below.  BLUE
  CROSS AND BLUE SHIELD ASSOCIATIONBy:
  /s/ ROGER G. WILSONDate:
  9/19/02Healthy Alliance Life Insurance CompanyBy:
  /s/ STUART K. CAMPBELLDate:
  9/27/02WellPoint Health Networks Inc.By:
  /s/ LEONARD SCHAEFFERDate:
  10/4/02   6 
     EXHIBIT A CONTROLLED
AFFILIATE LICENSE STANDARDS LIFE INSURANCE
COMPANIES Page 1 of 2  PREAMBLE  The standards for
licensing Life Insurance Companies (Life and Health Insurance companies, as
defined by state statute) are established by BCBSA and are subject to change
from time-to-time upon the affirmative vote of three-fourths (3/4) of the Plans
and three-fourths (3/4) of the total weighted vote of all Plans.  Each Licensed Plan is required to use a
standard controlled affiliate license form provided by BCBSA and to cooperate
fully in assuring that the licensed Life Insurance Company maintains compliance
with the license standards.  An organization
meeting the following standards shall be eligible for a license to use the
Licensed Marks within the service area of its sponsoring Licensed Plan to the
extent and the manner authorized under the Controlled Affiliate License
applicable to Life Insurance Companies and the principal license to the Plan.  Standard 1 - Organization and
Governance  The LIC shall be
organized and operated in such a manner that it is controlled by a licensed
Plan or Plans which have, directly or indirectly: 1) not less than 51% of the
voting control of the LIC; and 2) the legal ability to prevent any change in
the articles of incorporation, bylaws or other establishing or governing documents
of the LIC with which it does not concur; and 3) operational control of the
LIC.  If the LIC is a
mutual company, the Plan or its designee(s) shall have and maintain, in lieu of
the requirements of items 1 and 2 above, proxies representing at least 51% of
the votes at any policyholder meeting and shall demonstrate that there is no
reason to believe such proxies shall be revoked by sufficient policyholders to
reduce such percentage below 51%.  Standard 2 - State Licensure  The LIC must
maintain unimpaired licensure or certificate of authority to operate under
applicable state laws as a life and health insurance company in each state in
which the LIC does business.  Standard 3 - Records and Examination  The LIC and its
sponsoring licensed Plan(s) shall maintain and furnish, on a timely and
accurate basis, such records and reports regarding the LIC as may be required
in order to establish compliance with the license agreement.  The   1 
    CONTROLLED AFFILIATE
LICENSE STANDARDS LIFE INSURANCE
COMPANIES Page 2 of 2  LIC and its
sponsoring licensed Plan(s) shall permit BCBSA to examine the affairs of the LIC
and shall agree that BCBSAs board may submit a written report to the chief
executive officer(s) and the board(s) of directors of the sponsoring Plan(s).   Standard 4 - Mediation  The LIC and its
sponsoring Plan(s) shall agree to use the then-current BCBSA mediation and
mandatory dispute resolution processes, in lieu of a legal action between or
among another licensed controlled affiliate, a licensed Plan or BCBSA.   Standard 5 - Financial Responsibility  The LIC shall
maintain adequate financial resources to protect its customers and meet its
business obligations.  Standard 6 - Cooperation with Affiliate License Performance
Response Process Protocol  The LIC and its
Sponsoring Plan(s) shall cooperate with BCBSAs Board of Directors and its Plan
Performance and Financial Standards Committee in the administration of the
Affiliate License Performance Response Process Protocol (ALPRPP) and in
addressing LIC compliance problems identified thereunder.   2