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                                      BLUE CROSS
                       CONTROLLED AFFILIATE LICENSE AGREEMENT
                        APPLICABLE TO LIFE INSURANCE COMPANIES


    This agreement by and among Blue Cross and Blue Shield Association 
("BCBSA") BC Life & Health Insurance Company ("Controlled Affiliate"), a 
controlled affiliate of the Blue Cross Plan(s), known as WellPoint Health 
Networks, Inc. ("Plan").

    WHEREAS, BCBSA is the owner of the BLUE CROSS and BLUE CROSS Design service
marks;

    WHEREAS, the Plan and the Controlled Affiliate desire that the latter be
entitled to use the BLUE CROSS and BLUE CROSS Design service marks (collectively
the "Licensed Marks") as service marks and be entitled to use the term BLUE
CROSS 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 Cross 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 not withstanding,
in its legal or trade name.

                                              Amended as of November 17, 1994

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    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.

         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.


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    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 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, 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, or unless otherwise terminated pursuant to the provisions
herein.

         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.


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         This Agreement and all of Controlled Affiliate's rights hereunder
shall immediately terminate without any further action by any party or entity in
the event that:

         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.


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     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 percent of gross revenue per annum of Licensee arising from
              group products using the Marks, plus

         --   .5 percent of gross revenue per annum of Licensee arising from
              individual products using the Marks.

         The foregoing percentages shall be reduced by one-half in cases where
         both a BLUE CROSS-Registered Trademark- and BLUE SHIELD-Registered
         Trademark- 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.

                                     Amended as of September 29, 1994

         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.


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    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.

    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.


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         IN WITNESS WHEREOF, the parties have caused this License Agreement to
be executed, effective as of the date of last signature written below.


CONTROLLED AFFILIATE: BC Life & Health Insurance Company
                    ------------------------------------

BY: /s/ Ronald Williams
   ---------------------------------------------------------
DATE: 11/1/96
    -------------------------------------------------------


PLAN: WellPoint Health Networks, Inc.
    -------------------------------------------------------

BY: /s/ Leonard Schaeffer
   ---------------------------------------------------------
DATE: 11/1/96
    -------------------------------------------------------

BLUE CROSS AND BLUE SHIELD ASSOCIATION

BY: /s/ Roger G. Wilson                         
   ---------------------------------------------------------
DATE: 1/13/97
    -------------------------------------------------------


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EXHIBIT A

CONTROLLED AFFILIATE LICENSE STANDARDS
LIFE INSURANCE COMPANIES


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.


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EXHIBIT A (CONTINUED)



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 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.

                                        Amended as of November 16, 1995

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