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                                PROMISSORY NOTE

                            SECURED BY DEED OF TRUST


$100,000.00                                                        June 23, 1998

In consideration of value received, Joan E. Herman and Richard M. Rasiej
(hereinafter collectively referred to as "PROMISOR") jointly and severally agree
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) 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 Woodland Hills, County of Los Angeles, California.
     
     1.2  Joan E. Herman ("Herman") is an employee of WELLPOINT.
     
     1.3  WELLPOINT has made the loan evidenced by this Note to PROMISOR as an
          inducement to Herman 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 Herman'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
          June 1, 1999, which date is the first anniversary of Herman's
          employment with WELLPOINT.  Each further amount to be forgiven shall
          be forgiven as of each successive anniversary of employment.
     
     2.3  Should Herman terminate her employment with WELLPOINT voluntarily, or
          should WELLPOINT terminate the employment of Herman 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 Herman terminate her employment with WELLPOINT voluntarily or
          should WELLPOINT terminate Herman's employment for cause, any amount
          of this indebtedness not yet forgiven by WELLPOINT shall become
          immediately 

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          due and owing and must be repaid to WELLPOINT no later than ninety 
          (90) days following the date which Herman's employment is terminated.
     
     2.5  In the event of the death of Herman, WELLPOINT will forgive the
          balance of the indebtedness. 

III. SECURITY
     
     3.1  The indebtedness evidenced hereby shall be secured by a Deed of Trust,
          in favor of WELLPOINT as beneficiary, on Herman's principal residence
          commonly known as 23224 Park  Corniche, Calabasas, CA 91302
          ("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 existing
          deed of trust, mortgage, lien or encumbrance.  PROMISOR shall take any
          and all steps necessary to provide and maintain the priority of
          WELLPOINT's security interest as set out herein.  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 or further
          encumber 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. 

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.


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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.


     ------------------------------     ----------------
     JOAN E. HERMAN                     DATE
     ATTORNEY-IN-FACT FOR 
     RICHARD M. RASIEJ

     ------------------------------     ----------------
     JOAN E. HERMAN                     DATE


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