Exhibit 10.65

                  LINE OF CREDIT AGREEMENT
                              
                     HMO MISSOURI, INC.
                             AND
           BLUE CROSS AND BLUE SHIELD OF MISSOURI
                              
THIS AGREEMENT is made and entered into this 30th day of
July, 1987 by and between HMO Missouri, Inc., a Missouri
corporation, (hereinafter referred to as "HMO") and Blue
Cross and Blue Shield of Missouri (hereinafter referred to
as "BCBSMo"), a corporation organized and existing under the
laws of the State of Missouri.

NOW, THEREFORE, in consideration of the mutual agreements
and covenants herein contained, the parties hereto agree as
follows:

BCBSMo hereby grants an irrevocable of credit to HMO in the
amount of Three Million Five Hundred Thousand Dollars
($3,500,000) to be used at such time and in such amounts
as shall be required by HMO in order to finance future
operating costs and to meet further cash needs.  Credit
shall be extended subject to the following terms and
conditions:

1.     Advances Under Line of Credit.  HMO may draw upon the
  line of credit from time to time by written request from a
  duly authorized officer to a duly authorized office of
  BCBSMo, stating the amount and proposed date of such draw.
  Upon approval by BCBSMo, such sums as have been so approved
  shall constitute a debt of HMO to BCBSMo on which interest
  shall accrue on any rate of return being earned by BCBSMo on
  its investments.  A record of all funds drawn shall be
  maintained by the Treasurer of BCBSMo.

  BCBSMo may at any time declare the indebtedness, together
  with accrued interest thereon, to be due and payable,
  whereupon such amounts shall become immediately due and
  payable.  BCBSMo, shall promptly advise HMO of any such
  declaration, but failure to do so shall not impair the
  effect of such declaration.

2.     Successors and Assigns.  This Agreement shall be
  binding upon BCBSMo and HMO shall not be assigned, sublet,
  delegated or transferred without written consent of both
  parties.  With such written consent, this Agreement shall be
  binding upon each party's respective successors and assigns
  and shall inure to the benefit of the respective successors
  and assigns of HMO and BCBSMo.

3.     Governing Law.  This Agreement is to be construed under
  the laws of the State of Missouri.

4.     Subordination Agreement.  This Agreement shall be
  subject to the restrictions and limitations set forth in the
  Subordination Agreement executed in conjunction with this
  Agreement, a copy of which is attached hereto and
  incorporated herein by reference.

5.     Entire Agreement.  This Agreement constitutes the
  entire understanding between the parties hereto, and no
  changes, amendments or alterations shall be effective unless
  agreed to in writing by all parties to this Agreement and
  prior approval obtained from the Directors of the Missouri
  Division of Insurance.  Notice to or consent of Members
  shall not be required to effect any modifications to this
  Agreement.

6.     Miscellaneous.  This Agreement is an integrated
  document, and all terms and provisions are embodied herein
  and shall not be varied by parol.

  No delay or failure of either party in exercising any
  right, power or privilege hereunder shall affect such
  right, power or privilege, nor shall any single or
  partial exercise preclude any further exercise thereof or the 
  exercise of any other rights, powers or
  privileges.

  The captions for the paragraphs contained in this
  Agreement have been inserted for convenience only and
  form no part of this Agreement and shall not be deemed to
  affect the meaning or construction of any of the
  conditions or terms hereof, and wherever the context so
  requires, words used in this Agreement in the singular
  shall include the plural and words used in the plural
  shall include the singular.

IN WITNESS WHEREOF, the parties hereto have executed this
Agreement.

HMO MISSOURI, INC. (HMO)

By: /s/ Seymour Kaplan

Title:  Chief Executive Officer

Date:  July 30, 1987


BLUE CROSS AND BLUE SHIELD OF MISSOURI (BCBSMo)

By: /s/ Roy Heimburger

Title:  President and Chief Executive Officer

Date:  July 30, 1987