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                                 PROMISSORY NOTE

                            SECURED BY DEED OF TRUST


In consideration of value received, Clifton Gaus (hereinafter referred to as
"PROMISOR") agrees to pay to WellPoint Health Networks Inc. and/or one of its
affiliates or subsidiaries (hereinafter collectively referred to as "WELLPOINT")
the principal sum of one hundred thousand dollars ($100,000), together with
interest on the unpaid principal, in lawful money of the United States, in
accordance with the terms hereinafter set forth:

I.       RECITALS

         1.1      WELLPOINT is a Delaware corporation having its principal
                  office in the City of Thousand Oaks, Ventura County,
                  California.

         1.2      PROMISOR is an associate of WELLPOINT.

         1.3      WELLPOINT has made the loan evidenced by this Note to PROMISOR
                  as an inducement to PROMISOR to accept employment with
                  WELLPOINT and to assist in the purchase of a new principal
                  residence.

II.      REPAYMENT TERMS

         2.1      WELLPOINT will forgive the indebtedness evidenced by this Note
                  over a four (4) year period, subject to PROMISOR's continued
                  employment with WELLPOINT, in accordance with the following
                  schedule: twenty-five thousand dollars ($25,000) at the end of
                  each of the first four (4) years of employment.

         2.2      The first portion of the debt to be forgiven shall be forgiven
                  as of March 1, 2000, which date is the first anniversary of
                  PROMISOR's employment with WELLPOINT. Each further amount to
                  be forgiven shall be forgiven as of each successive
                  anniversary of employment.

         2.3      Should PROMISOR terminate his employment with WELLPOINT
                  voluntarily, or should WELLPOINT terminate the employment of
                  PROMISOR for cause, on any date other than an anniversary of
                  employment date, WELLPOINT will forgive, as of the date of
                  termination of employment, only the prorata portion of the
                  amount otherwise scheduled to be forgiven at the end of that
                  employment year.

         2.4      Should PROMISOR terminate his employment with WELLPOINT
                  voluntarily or should WELLPOINT terminate PROMISOR's
                  employment for cause, any amount of this indebtedness not yet
                  forgiven by WELLPOINT shall become immediately due and owing
                  and must be repaid to WELLPOINT no later than ninety (90) days
                  following the date which PROMISOR's employment is

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                  terminated, together with interest at the annual rate of
                  ten percent (10%) compounded monthly from the date of this
                  Note on the amount due and payable.

         2.5      In the event of the death of PROMISOR, WELLPOINT will continue
                  to forgive this indebtedness according to the schedule set out
                  in paragraph 2.1 on the first and second anniversary dates of
                  employment following the date of death. As of the day after
                  the second anniversary date of employment following said
                  death, any amount of this indebtedness not yet forgiven shall
                  be a debt of the estate and become immediately due and owing
                  and shall be paid to WELLPOINT on said date together with
                  interest at the annual rate of ten percent (10%) compounded
                  monthly from the date of this Note on the amount due and
                  payable.

III.     SECURITY

         3.1      The indebtedness evidenced hereby shall be secured by a Deed
                  of Trust, in favor of WELLPOINT as beneficiary, on Borrower's
                  principal residence commonly known as 3998 Oak Hollow Circle,
                  Thousand Oaks, CA ("Property").

         3.2      Said Deed of Trust shall be and shall remain senior to any and
                  all other liens or encumbrances on the Property, except for
                  any deed of trust, mortgage, lien or encumbrance securing a
                  purchase money loan made by Washington Mutual ("Loan").
                  PROMISOR agrees that the outstanding amount of the Loan plus
                  the amount outstanding hereunder shall at no time exceed the
                  value of the Property. PROMISOR shall take any and all steps
                  necessary to provide and maintain the priority of WELLPOINT's
                  security interest as set out herein. Except as expressly
                  stated in this paragraph 3.2, PROMISOR shall not permit or
                  suffer the subordination of the Deed of Trust in favor of
                  WELLPOINT in any way or by any means.

IV.      ACCELERATION CLAUSE

         4.1      Should PROMISOR sell, transfer or in any way alienate the
                  Property, or otherwise impair WELLPOINT's security or permit
                  or suffer WELLPOINT's security to be impaired, unless PROMISOR
                  shall provide WELLPOINT with substitute security acceptable to
                  WELLPOINT, or should PROMISOR otherwise default under the
                  terms of this Note or the related Deed of Trust, any
                  indebtedness not yet forgiven by WELLPOINT shall become
                  immediately due and owing and must be paid to WELLPOINT upon
                  demand, together with interest at the annual rate of ten
                  percent (10%) compounded monthly from the date of this Note on
                  the amount due and payable.

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V.       INSURANCE

         5.1      PROMISOR shall carry insurance covering the property securing
                  this Note in an amount at least sufficient to discharge all
                  liens and/or encumbrances on said property in the event of the
                  destruction of said property by any means other than
                  earthquake. Failure to procure such coverage or the lapse of
                  such coverage shall be considered impairment of the security
                  interest of WELLPOINT.

VI.      GENERAL PROVISIONS

         6.1      This Note shall be binding on the heirs and assigns of
                  PROMISOR.

         6.2      Should any portion of this Note be found invalid or
                  unenforceable by a court, the remaining provisions shall
                  remain in full force and effect.

         6.3      Titles are for convenience only and shall not be construed as
                  part of this Note.

         6.4      The proceeds of the loan evidenced by this Note shall be used
                  by PROMISOR only to purchase a new principal residence. Use of
                  the proceeds for any other purpose shall be an event of
                  default hereunder.

         6.5      PROMISOR agrees to pay the costs of collection and reasonable
                  attorneys' fees if there is a default under this Note. If any
                  suit or action is instituted to enforce this Note, PROMISOR
                  promises to pay, in addition to costs and disbursements
                  otherwise allowed by law, reasonable attorneys' fees.

         6.6      PROMISOR waives presentment, diligence, protest and demand,
                  notice of protest, dishonor and nonpayment of this Note;
                  expressly agrees that this Note or any payment hereunder may
                  be extended from time to time. The right of PROMISOR to plead
                  any and all statutes of limitation as a defense to any demand
                  on this Note is expressly waived to the full extent
                  permissible by law. This Note has been executed and delivered
                  in the State of California and is to be governed by and
                  construed according to the laws thereof.



           /s/ Clifton Gaus                           April 5, 1999
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         CLIFTON GAUS                                DATE