7

                 INTERCOMPANY SERVICES AGREEMENT


      This amended Intercompany Services Agreement ("Agreement"),
an  amendment,  continuation and ratification of  that  Agreement
dated August 8, 1994 ("Effective Date"), which was a part of  the
reorganization  of  Blue Cross Blue Shield of  Missouri  and  its
subsidiaries, approved by the Missouri Director of  Insurance  on
April  14,  1994,  is  entered into by  and  between  RIGHTCHOICE
MANAGED CARE, INC, a Missouri corporation (the "Company"),  d/b/a
ALLIANCE  BLUE  CROSS/BLUE SHIELD and a licensed  Missouri  third
party  administrator,  and  the following  subsidiaries:  HEALTHY
ALLIANCE   LIFE   INSURANCE  COMPANY,  a   Missouri   corporation
("HALIC"); DIVERSIFIED LIFE INSURANCE AGENCY OF MISSOURI, INC., a
Missouri corporation ("DLIAM"); PENSION ASSOCIATES, INCORPORATED,
a  Missouri  corporation ("PAI"); and HMO MISSOURI,  INC.,  d/b/a
BLUECHOICE, a Missouri corporation ("BlueCHOICE"); (collectively,
the "Subsidiaries").

                           WITNESSETH

      WHEREAS,  it is in the interest of economy, efficiency  and
sound  business  practice  for  the  parties  hereto  to  provide
services in the areas of their expertise for each other;

     WHEREAS, the parties hereto seek to formalize their business
relationships;

      NOW,  THEREFORE, in consideration of the foregoing premises
and  other  good  and  valuable consideration,  the  receipt  and
sufficiency  of which is hereby acknowledged, the parties  hereto
agree as follows:

                            ARTICLE I
                                
                  DEFINITIONS AND CONSTRUCTION

      SECTION  1.01.   Definitions.  Capitalized words and  terms
used  herein  and not otherwise defined shall have  the  meanings
assigned  to  such  words  in the Reorganization  Agreement.   In
addition,  the following words and terms shall have the following
meanings:

      "Agreement"  means  this Intercompany  Services  Agreement,
effective  August  8, 1994, by and between the  Company  and  the
Subsidiaries,  together  with  all  duly  authorized   amendments
hereto.

       "Person"   means  a  partnership,  a  joint   venture,   a
corporation,   a   trust,   a  limited  liability   company,   an
unincorporated organization or a government or any department  or
agency thereof.

      SECTION 1.02. Construction.  In this Agreement, unless  the
context otherwise requires:

                (a)   Articles and Sections referred to by number
          shall  mean the corresponding Articles and Sections  of
          this Agreement.
          
                (b)   The  terms  "hereby,"  "hereof,"  "hereto,"
          "herein," "hereunder," and any similar terms,  as  used
          in this Agreement refer to this Agreement, and the term
          "hereafter" shall mean after, and the term "heretofore"
          shall  mean  before  the  date  of  execution  of  this
          Agreement.
          
               (c)  Words of the masculine gender shall be deemed
          and  construed  to  include correlative  words  of  the
          feminine  and  neuter  genders.   Words  importing  the
          singular  number  shall include the plural  number  and
          vice  versa, and words importing persons shall  include
          corporations and associations, including public bodies,
          as well as natural persons.
          
                           ARTICLE II
                                
                      PROVISION OF SERVICES

      SECTION  2.01.  Services.   The  Company  may  provide  the
following services to the Subsidiaries with respect to, and  upon
the  request  of  any  of  them, the Company  will  perform,  the
following   functions,  as  well  as  others,  as  necessary   or
appropriate:

     a)   Medical claims benefits administration,
     b)   Payroll services,
     c)   Electronic data processing services,
     d)   Community affairs and public relations services,
     e)   Preparation of financial and other accounting reports,
     f)   Banking  services,  cash  management  and  investment
          administration,
     g)   Advertising,  sales  promotion  and  publication   of
          reports,
     h)   Employee benefits administration,
     i)   Services  related  to  employment  and  discharge  of
          personnel,
     j)   Preparation of tax returns,
     k)   Purchase and delivery of supplies,
     l)   Mail service,
     m)   Telecommunications consulting,
     n)   Computer support and central data base maintenance,
     o)   Actuarial services,
     p)   Marketing services for the various products offered by
          the  Subsidiaries,   including underwriting and policyholder
          services,
     q)   Utilization management services,
     r)   Medical claims  review,
     s)   Regulatory agency services,
     t)   Billing and collection of premiums and/or fees; and
     u)   Planned performance reporting.
     
      SECTION  2.02. Payment For Services.  Each subsidiary  will
pay  for the cost of any services rendered to such Subsidiary  by
employees  of the Company as discussed more fully in Article  III
below.

                           ARTICLE III
                                
                    COMPENSATION FOR SERVICES

      SECTION 3.01. Amount.  Each Subsidiary shall reimburse  the
Company for the direct and indirect costs and expenses (including
overhead  expenses)  incurred by the  Company  in  furnishing  or
obtaining  any  of  the services provided for  under  Article  II
hereof.   Costs and expenses directly traceable shall  be  passed
through at cost.  Indirect expenses (including overhead) shall be
passed  through based upon the Company's internal cost accounting
procedures and methodologies, consistently applied.  A reasonable
profit shall be included in overhead allocation.

     SECTION 3.02. Payment Dates.  Invoices for services rendered
to  the  Subsidiaries shall be rendered by the Company  at  least
quarterly but not more often than monthly.  Any amounts  due  the
Company  shall be paid, or shall be satisfied by the Subsidiaries
by  way  of offset against any obligation of the Company to  such
Subsidiaries,  within  thirty (30)  days  after  receipt  of  the
applicable invoices.
                           ARTICLE IV
                                
                           TERMINATION
                                
      SECTION 4.01. Termination Date.  This Agreement shall  have
an  initial term of three years, commencing August 8, 1994, which
may be extended by mutual agreement of the parties hereto.  After
the  initial term, the Company may terminate this Agreement  with
any  of  the Subsidiaries by giving such Subsidiaries six month's
prior written notice of termination.  Likewise, after the initial
term,  any of the Subsidiaries may terminate this Agreement  with
the  Company  by  giving  the Company six month's  prior  written
notice of termination.  Termination of this Agreement pursuant to
this  Article IV with respect to one or more of the parties shall
not  serve  to  terminate  this Agreement  with  respect  to  the
remaining parties.


                            ARTICLE V
                                
                          MISCELLANEOUS

     SECTION 5.01. Relationship Between Parties.  (a) The parties
hereto are independent contractors and are not, and shall not  be
deemed  for  any  purpose to be, joint venturers.   None  of  the
parties shall hold itself out as the partner or agent of  any  of
the other parties or make representations or warranties on behalf
of any of the other parties, except as otherwise expressly agreed
to.

           (b)   None of the parties shall be obligated to  make,
and shall not make, any payments to employees of any of the other
parties for services rendered by them as employees of such  other
parties.   Employees  of one party shall  not  be  considered  as
having employee status  with any of the other parties or as being
entitled  to  the benefits of any employee of any  of  the  other
parties,  including,  without limitation, workers'  compensation,
vacation  pay,  or  participation  any  plans,  arrangements   or
distributions  by any of the other parties pertaining  to  or  in
connection  with  any  pension, stock, bonus,  insurance,  profit
sharing or similar benefit plan.

      SECTION 5.02. Notices.  All notices, requests, consents and
other  communications hereunder shall be in writing and shall  be
deemed  to  have  been  duly  given  or  delivered  if  delivered
personally  or  mailed  by registered or  certified  mail  return
receipt requested with first class postage prepaid as follows:
     If to the Company:

          RightCHOICE Managed Care, Inc.
          1831 Chestnut Street
          St. Louis, Missouri 63103

     If to HALIC:

          Healthy Alliance Life Insurance Company
          1831 Chestnut Street
          St. Louis, Missouri 63103

     If to DLIAM:

          Diversified Life Insurance Agency of Missouri, Inc.
          1831 Chestnut Street
          St. Louis, Missouri 63103

     If to PAI:

          Pension Associates Incorporated
          1831 Chestnut Street
          St. Louis, Missouri 63103

     If to BlueCHOICE:

          HMO Missouri, Inc., d/b/a BlueCHOICE
          1831 Chestnut Street
          St. Louis, Missouri 63103


or  such other address as any person may request by notice  given
as aforesaid.  Notices sent as provided herein shall be deemed to
have  been delivered on the fifth business day following the date
on which such notices are so mailed.

      SECTION  5.03.   GOVERNING LAW.  THIS  AGREEMENT  SHALL  BE
GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF MISSOURI
WITHOUT REGARD TO SUCH STATE'S PROVISIONS PERTAINING TO CHOICE OF
LAW.

      SECTION  5.04.  Amendment.  This agreement,  including  the
Exhibits  hereto and all other agreements and documents  executed
in  connection  herewith, constitutes the entire agreement  among
the  parties  hereto with respect to the subject  hereof  and  no
amendment, alteration or modification of this Agreement shall  be
valid  unless  in  each  instance such amendment,  alteration  or
modification is expressed in written instrument duly executed  by
each party hereto.

      SECTION  5.05.  Headings.  The headings contained  in  this
Agreement  have  been inserted for the convenience  of  reference
only  and shall in no way restrict or modify any of the terms  or
provisions hereof.

      SECTION  5.06. No Third Party Beneficiaries.  Each  of  the
provisions  of  this  Agreement is for  the  sole  and  exclusive
benefit  of the parties hereto, respectively, as their  interests
shall  appear, and shall not be deemed to be for the  benefit  of
any other person or entity or group of persons or entities.

     SECTION 5.07.  Successors and Assigns.  This Agreement shall
bind  and inure to the benefit of each party hereto, and to  each
party's successors, assigns, agents and representatives.

      SECTION  5.08.  Partial Invalidity.  In the event that  any
term  or provision of this Agreement shall to any extent be  held
by  a court of proper jurisdiction to be invalid or unenforceable
for  any  reason, the remainder of this Agreement  shall  not  be
affected  thereby, and the remaining terms and provisions  hereof
shall   remain  in  full  force  and  effect.   The  invalid   or
unenforceable provisions shall, to the extent permitted  by  law,
be  deemed amended and given such interpretation as will  achieve
the intent of this Agreement.

     SECTION 5.09.  Counterparts.  This Agreement may be executed
in  two or more counterparts, each of which shall be deemed to be
an  original, but all of which together shall constitute one  and
the same instrument.

      IN  WITNESS  WHEREOF, the parties have  entered  into  this
Agreement as of the date hereinabove written.

                         RIGHTCHOICE MANAGED CARE, INC.
                                                             
                         By:  [s] Janice C. Forsyth
                         Name:  Janice C. Forsyth
                         Title: Senior Vice President

                         HEALTHY ALLIANCE LIFE INSURANCE COMPANY
                                                             
                         By:  [s] Janice C. Forsyth
                         Name:  Janice C. Forsyth
                         Title:  Secretary

                         DIVERSIFIED LIFE INSURANCE AGENCY OF
                         MISSOURI, INC.

                         By:  [s]  Richard S. Smith
                         Name:  Richard S. Smith
                         Title:  President

                         PENSION ASSOCIATES INCORPORATED

                         By:  [s] Thomas A. Sax
                         Name:  Thomas A. Sax
                         Title:  President  

                         HMO MISSOURI INC. d/b/a BLUECHOICE

                         By:  [s] Janice C. Forsyth
                         Name:  Janice C. Forsyth
                         Title:  Secretary