Exhibit 10.66

                     SUBORDINATION AGREEMENT
                                
                       HMO MISSOURI, INC.
                               AND
             BLUE CROSS AND BLUE SHIELD OF MISSOURI
                                
This  Subordination Agreement made and executed this 30th day  of
July, 1987, by and between HMO Missouri, Inc. ("HMO"), a Missouri
Corporation,  and  Blue  Cross  and  Blue  Shield   of   Missouri
("BCBSMo") is made in reference to the following facts:

A.      BCBSMo  is  related to HMO in that HMO  is  a  wholly-owned
  subsidiary of BCBSMo.

B.      HMO  seeks to maintain the necessary approvals of  a  state
  licensed and federally qualified health maintenance organization.

C.      In order to assure the federal government and the State  of
  Missouri of the financial viability of HMO, BCBSMo will, with the
  execution of this Agreement, extend a line of credit to HMO  in
  the amount of $3,500,000.

D.      It  is  necessary  for  BCBSMo  irrevocably  and  fully  to
  subordinate all right, title and interest to receive payment of
  principal and interest on such amounts as are advanced,  to  all
  other present and future creditors of HMO.

NOW,  THEREFORE,  in  consideration of the mutual  covenants  and
promises  hereinafter  set forth, HMO  and  BCBSMo  do  agree  as
follows:

1.          Concurrent  with  the  execution of  the  Subordination
          Agreement, HMO will execute a line of credit agreement as set
          forth in Paragraph C above.
     
2.          BCBSMo hereby covenants and agrees with respect to  any
          indebtedness incurred under such line of credit agreement as
          follows:

             a.  to irrevocably and fully subordinate all right, title and
               interest in and to said indebtedness to all other present and
               future creditors of HMO;

             b.  that the payment by HMO of principal and/or interest to
               BCBSMo pursuant to such line of credit shall be suspended where
               either the federal government or the State of Missouri advises
               HMO in writing that making any such payment shall jeopardize the
               financial stability of HMO;

             c.  that in the event of liquidation and dissolution, the
               payment by HMO of an indebtedness pursuant to such line of credit
               is fully subordinated and subject to the prior payment or
               provision for payment in full of any claims of all other present
               and future creditors of HMO;

             d.  that BCBSMo shall seek payment of indebtedness pursuant to
               such line of credit exclusively from the surpluses generated from
               HMOs operations and shall have no recourse against any HMO
               reserve funds.

3.          This  Subordination Agreement shall not be  subject  to
          cancellation by either HMO or BCBSMo, nor may this Subordination
          Agreement be terminated, rescinded or modified by mutual consent
          or otherwise, except that either party may assign its rights and
          responsibilities under this Agreement with the written consent of
          the other party and with prior approval by the Commissioner of
          the Missouri Insurance Department.

4.          This instrument embodies the entire Subordination Agreement
          between HMO and BCBSMo.
     
5.          The provisions of this Subordination Agreement shall be
          binding upon BCBSMo.
     
6.          This Subordination Agreement shall be deemed to have been
          under, and shall be governed by the laws of the State of Missouri
          in all respects.

IN WITNESS WHEREOF, the parties have executed this Agreement.


HMO MISSOURI, INC. (HMO)            BLUE CROSS AND BLUE SHIELD OF MISSOURI

By: /s/ Seymour Kaplan              By: /s/ Roy Heimburger

Title:   Chief Executive Officer    Title:  President  and  Chief
                                            Executive Officer

Date:  July 30, 1987                Date:  July 30, 1987