SEVENTH AMENDMENT TO CREDIT AGREEMENT

     THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (this
"Seventh Amendment"), dated as of September 30, 1999, is
entered into by and among RIGHTCHOICE MANAGED CARE, INC.
(the "Company"), the several financial institutions party
hereto (the "Banks"), BANK OF AMERICA, NATIONAL ASSOCIATION,
as administrative agent for itself and the Banks (the
"Administrative Agent") and MERCANTILE BANK NATIONAL
ASSOCIATION, as co-agent for the Banks (the "Co-Agent"), and
amends the Credit Agreement dated as of August 10, 1995
among the Company, the Banks and the Administrative Agent,
as amended by a First Amendment to Credit Agreement dated as
of November 14, 1995, a Consent and Second Amendment to
Credit Agreement dated as of December 29, 1995, a Third
Amendment to Credit Agreement dated as of August 9, 1996, a
Fourth Amendment to Credit Agreement dated as of November
13, 1996, a Fifth Amendment to Credit Agreement dated as of
February 11, 1997 and a Sixth Amendment to Credit Agreement
dated as of September 30, 1997 (as so amended, the
"Agreement").

                           RECITAL

     The Company has requested that the Agreement be amended
on the terms and conditions set forth herein, and the Banks,
the Administrative Agent and the Co-Agent are willing to do
so.

     NOW, THEREFORE, for valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties
hereto hereby agree as follows:

1.             Terms.  All terms used herein shall have the
same meaning as in the Agreement unless otherwise defined
herein.  All references to the Agreement shall mean the
Agreement as hereby amended.

2.             Amendatory Provisions to Agreement.  The
parties hereto agree that the Agreement is hereby amended as
follows:

(a)            All references in the Agreement to "Bank of
America National Trust and Savings Association" are hereby
deleted and replaced with "Bank of America, National
Association".

(b)            All references in the Agreement to
"Nationsbank, N.A., as co-agent" or "The Boatman's National
Bank of St. Louis, as co-agent" are hereby deleted and
replaced with "Mercantile Bank National Association as co-
agent".

(c)            The definition of the term "Applicable
Margin" in Section 1.1 of the Agreement is amended and
restated in its entirety to read as follows:

          "Applicable Margin" means, (i) prior to the Margin
     Reduction Date, in the case of Loans bearing interest
     at the Offshore Rate, 2.50% (or 250 basis points) and,
     in the case of Loans bearing interest at the Base Rate,
     1.50% (or 150 basis points) and (ii) after the Margin
     Reduction Date, in the case of Loans bearing interest
     at the Offshore Rate, 2.25% (or 225 basis points) and,
     in the case of Loans bearing interest at the Base Rate,
     1.25% (or 125 basis points).

(d)            There shall be added to Section 1.1 of the
Agreement, in appropriate alphabetical sequence, a new
definition reading in its entirety as follows:

          "Margin Reduction Date" means the date upon which
     the Company shall have certified to the Agent that the
     Debt to EBITDA Ratio as of the last day of the
     immediately preceding fiscal quarter of the Company was
     less than 1.0 to 1.0.

(e)            The definition of the term "Interest Period"
in Section 1.1 of the Agreement is hereby amended by
deleting the date "August 10, 2000" in clause (iii) thereof
and replacing it with "the Termination Date".

(f)            The definition of the term "Termination Date"
in Section 1.1 of the Agreement is hereby amended by
deleting the date "August 10, 2000" and replacing it with
"January 2, 2002".

(g)            Schedule 2.1 of the Agreement is amended and
restated in its entirety to read as set forth on Schedule
2.1 hereto.

(h)            The chart appearing in Section 2.7(a) of the
Agreement is amended and restated in its entirety to read as
follows:

          Date                     Maximum Commitment

     September 30, 1999            $36,063,000
     December 31, 1999             $34,063,000
     March 31, 2000                $32,063,000
     June 30, 2000                 $30,063,000
     September 30, 2000            $28,063,000
     December 31, 2000             $26,063,000
     March 31, 2001                $24,063,000
     June 30, 2001                 $22,063,000
     September 30, 2001            $20,063,000
     January 2, 2002               $0

(i)            There shall be added to the Credit Agreement
a new Section 6.16 reading in its entirety as follows:

          6.16.  Year 2000 Compliance.  The Company is (i)
     developing a review and assessment of all areas within
     its and each of its Subsidiaries' business and
     operations that could be adversely affected by the
     "Year 2000 Problem" (that is, the inability of certain
     computer applications to recognize correctly and
     perform date-sensitive functions involving certain
     dates prior to and any date after December 31, 1999),
     (ii) developing a plan and timeline for addressing the
     Year 2000 Problem on a timely basis, and (iii) to date,
     implementing that plan in accordance with that
     timetable.  The Company reasonably believes that all
     computer applications that are material to its or any
     of its Subsidiaries' business and operations will on a
     timely basis be able to perform properly date-sensitive
     functions for all dates before and after January 1,
     2000 (that is, be "Year 2000 Compliant").

(j)            Clause (f) of Section 7.6 of the Agreement is
hereby amended and restated in its entirety to read as
follows:

          (f)  (i) indebtedness of any Subsidiary to the
     Company outstanding as of June 30, 1999 and (ii) up to
     $7,000,000 of additional indebtedness of the Company's
     Subsidiaries to the Company or other Subsidiaries
     incurred at any time thereafter; provided, however,
     that no indebtedness permitted by clause (ii) shall be
     incurred by a Subsidiary except to the extent necessary
     to meet regulatory capital requirements or capital
     requirements of Blue Cross and Blue Shield; and

(k)            Section 7.1(a) of the Agreement is hereby
amended and restated in its entirety to read as follows:

          (a)  At any time, the ratio of (i) cash and
     Marketable Securities held by it and its Subsidiaries
     to (ii) medical claims payable and unearned premiums of
     the Company and its Subsidiaries to be less than
     1.25:1.0.

(l)            From and after the date hereof, the
Commitments of The Bank of Nova Scotia and Foothill Capital
Corporation (collectively, the "Exiting Banks") shall be
terminated.

3.             Representations and Warranties.  The Company
represents and warrants to the Banks, the Administrative
Agent and the Co-Agent:

3.1.             Authorization.  The execution, delivery and
performance of this Seventh Amendment by the Company has
been duly authorized by all necessary corporate action by
the Company and has been duly executed and delivered by the
Company.

3.2.             Binding Obligation.  This Seventh Amendment
and the Agreement are legal, valid and binding agreements of
the Company, enforceable in accordance with their respective
terms, except to the extent enforceability thereof may be
limited by applicable law relating to bankruptcy,
insolvency, reorganization, moratorium or other similar laws
relating to or limiting creditors' rights generally or by
the application of general principles of equity.

3.3.             No Legal Obstacles to Agreements.  Neither
the execution of this Seventh Amendment, the making by the
Company of any borrowings under the Agreement, nor the
performance of the Agreement by the Company has constituted
or resulted in or will constitute or result in a breach of
the provisions of any material agreement, or the violation
of any Requirement of Law, or result in the creation under
any material agreement of any security interest, lien,
charge, or encumbrance upon any of the assets of the
Company, except as contemplated by the Agreement.  No
approval or authorization of any Governmental Authority is
required to be obtained by the Company to permit the
execution, delivery or performance by the Company of this
Seventh Amendment, the Agreement as amended hereby, or the
transactions contemplated hereby or thereby, or the making
of any borrowing by the Company under the Agreement, except
as set forth on Schedule 5.3 to the Agreement.

3.4.             Incorporation of Certain Representations.
The representations and warranties set forth in Article V of
the Agreement are true and correct in all material respects
on and as of the date hereof as though made on and as of the
date hereof except to the extent such representations and
warranties expressly relate to an earlier date, in which
case such representations and warranties were true and
correct in all material respects on and as of such earlier
date.

3.5.             Default   No Default or Event of Default
under the Agreement has occurred and is continuing.

4.             Conditions, Effectiveness.  The effectiveness
of this Seventh Amendment shall be subject to the compliance
by the Company with its agreements herein contained, and to
the delivery of the following to Administrative Agent in
form and substance satisfactory to Administrative Agent:

4.1.             Authorized Signatories.  A certificate,
signed by the Secretary or an Assistant Secretary of the
Company and dated the date of this Seventh Amendment, as to
the incumbency of the person or persons authorized to
execute and deliver this Seventh Amendment and any
instrument or agreement required hereunder on behalf of the
Company.

4.2.             Authorizing Resolutions.  A certificate,
signed by the Secretary or an Assistant Secretary of the
Company and dated the date of the Seventh Amendment,
certifying the board resolutions authorizing the
transactions contemplated by this Seventh Amendment.

4.3.             Notes.  New Notes, dated as of the date
hereof, payable to each of the Banks against the return and
cancellation of the outstanding notes.

4.4.             Amendment Fee.  Payment to the Administrative
Agent, for the pro rata benefit of each Bank approving this
Seventh Amendment, of an amendment fee in the amount of
$285,472.50 (representing 75 basis points on the aggregate
Commitments).

4.5.             Termination of Commitments of Exiting Banks.
Evidence of the repayment of all Obligations of the Company
to the Exiting Banks and the termination of their
Commitments under the Agreement.

4.6.             Other Evidence.  Such other evidence with
respect to the Company or any other person as the
Administrative Agent or any Bank may reasonably request to
establish the consummation of the transactions contemplated
hereby, the taking of all corporate action in connection
with this Seventh Amendment and the Agreement and the
compliance with the conditions set forth herein.

5.             Miscellaneous.

5.1.             Effectiveness of the Agreements.  Except as
hereby amended, the Agreement shall remain in full force and
effect.

5.2.             Waivers.  This Seventh Amendment is specific
in time and in intent and does not constitute, nor should it
be construed as, a waiver of any other right, power or
privilege under the Agreement, or under any agreement,
contract, indenture, document or instrument mentioned in the
Agreement; nor does it preclude any exercise thereof or the
exercise of any other right, power or privilege, nor shall
any future waiver of any right, power, privilege or default
hereunder, or under any agreement, contract, indenture,
document or instrument mentioned in the Agreement,
constitute a waiver of any other default of the same or of
any other term or provision.

5.3.             Counterparts.  This Seventh Amendment may be
executed in any number of counterparts and all of such
counterparts taken together shall be deemed to constitute
one and the same instrument.  This Seventh Amendment shall
not become effective until the Company, the Banks, the
Administrative Agent and the Co-Agent shall have signed a
copy hereof, and HealthLink shall have consented hereto,
whether the same or counterparts, and the same shall have
been delivered to the Administrative Agent.

5.4.             GOVERNING LAW.  THIS Seventh Amendment, AND
ANY INSTRUMENT OR AGREEMENT REQUIRED HEREUNDER, SHALL BE
GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF
ILLINOIS; PROVIDED THAT THE ADMINISTRATIVE AGENT AND THE
BANKS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

     IN WITNESS WHEREOF, the parties hereto have caused this
Seventh Amendment to be duly executed and delivered by their
proper and duly authorized officers as of the day and year
first above written.

                              RIGHTCHOICE MANAGED CARE, INC.


                              By:    /s/ John O'Rourke
                              Title: President and CEO


                              By:    /s/ Sandra Van Trease
                              Title: Sr. EVP, COO and CFO


                              BANK OF AMERICA, NATIONAL
                              ASSOCIATION, as Administrative
                              Agent


                              By:    /s/ Charles Graber
                              Title: Vice President


                              BANK OF AMERICA, NATIONAL
                              ASSOCIATION, as a Bank


                              By:    /s/ Beth Filipponi
                              Title: Vice President


                              MERCANTILE BANK NATIONAL
                              ASSOCIATION, as Co-Agent and
                              as a Bank


                              By:    /s/ Ann L. Vazquez
                              Title: Vice President

                    CONSENT OF GUARANTOR


     The undersigned, as guarantor of the obligations of
RightChoice Managed Care Inc. (the "Company") under the
HealthLink Guaranty dated as of August 10, 1995, hereby
consents to the foregoing Seventh Amendment to Credit
Agreement dated as of even date herewith and confirms that
the HealthLink Guaranty remains in full force and effect
after giving effect thereto and represents and warrants that
there is no defense, counterclaim or offset of any type or
nature thereunder.  Capitalized terms used herein have the
meanings specified in the foregoing Seventh Amendment.

Dated as of September 30, 1999

                              HEALTHLINK, INC.


                              By:    /s/ John O'Rourke
                              Title: Chairman

                        SCHEDULE 2.1

               COMMITMENTS AND PRO RATA SHARES


           Bank                Commitment       Pro Rata Share
Bank of America, National
Association                   $ 19,031,500            50%
Mercantile Bank National
Association                   $ 19,031,500            50%
          TOTAL               $ 38,063,000           100%