Exhibit 10.11.2
               
                           BLUE SHIELD
             CONTROLLED AFFILIATE LICENSE AGREEMENT
                                
                                
     This Agreement by and among Blue Cross and Blue Shield
Association ("BCBSA") and RightCHOICE Managed Care, Inc.
("Controlled Affiliate"), a Controlled Affiliate of the Blue
Shield Plan(s), known as Blue Cross and Blue Shield of Missouri
("Plan"), which is also a Party signatory hereto.

     WHEREAS, BCBSA is the owner of the BLUE SHIELD and BLUE
SHIELD Design service marks;

     WHEREAS, Plan and Controlled Affiliate desire that the
latter be entitled to use the BLUE SHIELD and BLUE SHIELD Design
service marks (collectively the "Licensed Marks") as service
marks and be entitled to use the term BLUE SHIELD in a trade name
("Licensed Name");

     NOW THEREFORE, in consideration of the foregoing and the
mutual agreements hereinafter set forth and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:

     1.   GRANT OF LICENSE

     Subject to the terms and conditions of this Agreement, BCBSA
hereby grants to Controlled Affiliate the right to use the
Licensed Marks and Name in connection with, and only in
connection with:  (i) health care plans and related services and
administering the non-health portion of workers' compensation
insurance, and (ii) underwriting the indemnity portion of
workers' compensation insurance, provided that Controlled
Affiliate's total premium revenue comprises less than 15 percent
of the sponsoring Plan's net subscription revenue.

This grant of rights is non-exclusive and is limited to the
Service Area served by the Plan.  Controlled Affiliate may not
use the Licensed Marks and Name in its legal name and may use the
Licensed Marks and Name in its Trade Name only with the prior
consent of BCBSA.

     2.   QUALITY CONTROL

     A.   Controlled Affiliate agrees to use the Licensed Marks
and Name only in connection with the licensed services and
further agrees to be bound by the conditions regarding quality
control shown in attached Exhibit A as they may be amended by
BCBSA from time-to-time.

     B.   Controlled Affiliate agrees to comply with all
applicable federal, state and local laws.

     C.   Controlled Affiliate agrees that it will provide on an
annual basis (or more often if reasonably required by Plan or by
BCBSA) a report or reports to Plan and BCBSA demonstrating
Controlled Affiliate's compliance with the requirements of this
Agreement including but not limited to the quality control
provisions of this paragraph and the attached Exhibit A.

     D.   Controlled Affiliate agrees that Plan and/or BCBSA may,
from time-to-time, upon reasonable notice, review and inspect the
manner and method of Controlled Affiliate's rendering of service
and use of the Licensed Marks and Name.

     E.   As used herein, a Controlled Affiliate is defined as an
entity organized and operated in such a manner, that it meets the
following requirements:

(1)  If the Plan has 50 percent of the voting control of the
Controlled Affiliate:

     (a)  the Plan must have the legal ability to prevent any
change in the
     articles of incorporation, bylaws or other establishing or
governing
     documents of the Controlled Affiliate with which it does not
concur;

     (b)  the Plan must have at least equal control over the
operations of the
     Controlled Affiliate;

     (c)  the Plan must concur in writing before the Controlled
Affiliate can:

          (i)         change its legal and/or trade names;

          (ii)        change the geographic area in which it
            operates;

          (iii)     change the fundamental type(s) of business in
               which it engages;

          (iv)        create, or become liable for by way of
            guarantee, any indebtedness, other than indebtedness
            arising in the ordinary course of business;
          
          (v)         sell any assets, except for sales in the
            ordinary course of business or sales of equipment no
            longer useful or being replaced;
          
          (vi)        make any loans or advances except in the
            ordinary course of business;
          
          (vii)  enter into any arrangement or agreement with
            any party directly or indirectly affiliated with any
            of the owners or persons or entities with the
            authority to select or appoint members or board
            members of the Controlled Affiliate, other than the
            Plan or Plans (excluding owners of stock holdings of
            under 5% in a publicly traded Controlled Affiliate);
          
          (viii) conduct any business other than under the
            Licensed Marks and Name;
          
          (ix)        take any action that Plan or BCBSA
            reasonably believes will adversely affect the
            Licensed Marks and Name.
          
(2)  If the Plan has more than 50 percent voting control of the
Controlled Affiliate:

     (a)  the Plan must have the legal ability to prevent any
change in                     the articles of incorporation,
bylaws or other establishing or                   governing
documents of the Controlled Affiliate with which it does not
concur;
     (b)  the Plan must have control over the policy and
operations of                 the Controlled Affiliate.


     3.   SERVICE MARK USE

     A.   Controlled Affiliate recognizes the importance of a
comprehensive national network of independent BCBSA licensees
which are committed to strengthening the Licensed Marks and Name.
The Controlled Affiliate further recognizes that its actions
within its Service Area may affect the value of the Licensed
Marks and Name nationwide.

     B.   Controlled Affiliate shall at all times make proper
service mark use of the Licensed Marks and Name, including but
not limited to use of such symbols or words as BCBSA shall
specify to protect the Licensed Marks and Name and shall comply
with such rules (generally applicable to Controlled Affiliates
licensed to use the Licensed Marks and Name) relative to service
mark use, as are issued from time-to-time by BCBSA.  Controlled
Affiliate recognizes and agrees that all use of the Licensed
Marks and Name by Controlled Affiliate shall inure to the benefit
of BCBSA.

     C.   Controlled Affiliate may not directly or indirectly use
the Licensed Marks and Name in a manner that transfers or is
intended to transfer in the Service Area the goodwill associated
therewith to another mark or name, nor may Controlled Affiliate
engage in activity that may dilute or tarnish the unique value of
the Licensed Marks and Name.

     D.   If Controlled Affiliate meets the standards of 2E(1)
but not 2E(2) above and any of  Controlled Affiliate's
advertising or promotional material is reasonably determined by
BCBSA and/or the Plan to be in contravention of rules and
regulations governing the use of the Licensed Marks and Name,
Controlled Affiliate shall for ninety (90) days thereafter obtain
prior approval from BCBSA of advertising and promotional efforts
using the Licensed Marks and Name, approval or disapproval
thereof to be forthcoming within five (5) business days of
receipt of same by BCBSA or its designee.  In all advertising and
promotional efforts, Controlled Affiliate shall observe the
Service Area limitations applicable to Plan.

     E.   Controlled Affiliate shall use its best efforts in the
Service Area to promote and build the value of the Licensed Marks
and Name.

     4.   SUBLICENSING AND ASSIGNMENT

     Controlled Affiliate shall not, directly or indirectly,
sublicense, transfer, hypothecate, sell, encumber or mortgage, by
operation of law or otherwise, the rights granted hereunder and
any such act shall be voidable at the sole option of Plan or
BCBSA.  This Agreement and all rights and duties hereunder are
personal to Controlled Affiliate.

     5.   INFRINGEMENT

     Controlled Affiliate shall promptly notify Plan and Plan
shall promptly notify BCBSA of any suspected acts of
infringement, unfair competition or passing off that may occur in
relation to the Licensed Marks and Name.  Controlled Affiliate
shall not be entitled to require Plan or BCBSA to take any
actions or institute any proceedings to prevent infringement,
unfair competition or passing off by third parties.  Controlled
Affiliate agrees to render to Plan and BCBSA, without charge, all
reasonable assistance in connection with any matter pertaining to
the protection of the Licensed Marks and Name by BCBSA.

     6.   LIABILITY INDEMNIFICATION

     Controlled Affiliate and Plan hereby agree to save, defend,
indemnify and hold BCBSA harmless from and against all claims,
damages, liabilities and costs of every kind, nature and
description (except those arising solely as a result of BCBSA's
negligence) that may arise as a result of or related to
Controlled Affiliate's rendering of services under the Licensed
Marks and Name.

     7.   LICENSE TERM

     A.   Except as otherwise provided herein, the license
granted by this Agreement shall remain in effect for a period of
one (1) year and shall be automatically extended for additional
one (1) year periods unless terminated pursuant to the provisions
herein.

     B.   This Agreement and all of Controlled Affiliate's rights
hereunder shall immediately terminate without any further action
by any party or entity in the event that Plan ceases to be
authorized to use the Licensed Marks and Name.

     C.   Notwithstanding any other provision of this Agreement,
this license to use the Licensed Marks and Name may be forthwith
terminated by the Plan or the affirmative vote of the majority of
the Board of Directors of BCBSA present and voting at a special
meeting expressly called by BCBSA for the purpose on ten (10)
days written notice for:  (1) failure to comply with any
applicable minimum capital or liquidity requirement under the
quality control standards of this Agreement; or (2) failure to
comply with the "Organization and Governance" quality control
standard of this Agreement; or (3) impending financial
insolvency; or (4) for a Smaller Controlled Affiliate (as defined
in Exhibit A), failure to comply with any of the applicable
requirements of Standards 2, 3, 4, 5 or 7 of attached Exhibit A;
or (5) the pendency of any action instituted against the
Controlled Affiliate seeking its dissolution or liquidation of
its assets or seeking appointment of a trustee, interim trustee,
receiver or other custodian for any of its property or business
or seeking the declaration or establishment of a trust for any of
its property or business, unless this Controlled Affiliate
License Agreement has been earlier terminated under paragraph
7(e); or (6) failure by a Controlled Affiliate that meets the
standards of 2E(1) but not 2E(2) above to obtain BCBSA's written
consent to a change in the identity of any owner, in the extent
of ownership, or in the identity of any person or entity with the
authority to select or appoint members or board members, provided
that as to publicly traded Affiliates this provision shall apply
only if the change affects a person or entity that owns at least
5% of the Affiliate's stock before or after the change; or (7)
such other reason as is determined in good faith immediately and
irreparably to threaten the integrity and reputation of BCBSA,
the Plans, any other licensee including Controlled Affiliate
and/or the Licensed Marks and Name.

     D.   Except as otherwise provided in Paragraphs 7(B), 7(C)
or 7(E) herein, should Controlled Affiliate fail to comply with
the provisions of this Agreement and not cure such failure within
thirty (30) days of receiving written notice thereof (or commence
a cure within such thirty day period and continue diligent
efforts to complete the cure if such curing cannot reasonably be
completed within such thirty day period) BCBSA or the Plan shall
have the right to issue a notice that the Controlled Affiliate is
in a state of noncompliance.   If a state of noncompliance as
aforesaid is undisputed by the Controlled Affiliate or is found
to exist by a mandatory dispute resolution panel and is uncured
as provided above, BCBSA shall have the right to seek judicial
enforcement of the Agreement or to issue a notice of termination
thereof.   Notwithstanding any other provisions of this
Agreement, any disputes as to the termination of this License
pursuant to Paragraphs 7(B), 7(C) or 7(E) of this Agreement shall
not be subject to mediation and mandatory dispute resolution.
All other disputes between BCBSA, the Plan and/or Controlled
Affiliate shall be submitted promptly to mediation and mandatory
dispute resolution.  The mandatory dispute resolution panel shall
have authority to issue orders for specific performance and
assess monetary penalties.  Except, however, as provided in
Paragraphs 7(B) and 7(E) of this Agreement, this license to use
the Licensed Marks and Name may not be finally terminated for any
reason without the affirmative vote of a majority of the present
and voting members of the Board of Directors of BCBSA.

     E.   This Agreement and all of Controlled Affiliate's rights
hereunder shall immediately terminate without any further action
by any party or entity in the event that:

     (1)  Controlled Affiliate shall no longer comply with item
2(E) above;

     (2)  Appropriate dues, royalties and other payments for
Controlled Affiliate pursuant to paragraph 9 hereof, which are
the royalties for this License Agreement, are more than sixty
(60) days in arrears to BCBSA; or

     (3)  Any of the following events occur:  (i) a voluntary
petition shall be filed by Controlled Affiliate seeking
bankruptcy, reorganization, arrangement with creditors or other
relief under the bankruptcy laws of the United States or any
other law governing insolvency or debtor relief, or (ii) an
involuntary petition or proceeding shall be filed against
Controlled Affiliate seeking bankruptcy, reorganization,
arrangement with creditors or other relief under the bankruptcy
laws of the United States or any other law governing insolvency
or debtor relief and such petition or proceeding is consented to
or acquiesced in by Controlled Affiliate or is not dismissed
within sixty (60) days of the date upon which the petition or
other document commencing the proceeding is served upon the
Controlled Affiliate, or (iii) an order for relief is entered
against Controlled Affiliate in any case under the bankruptcy
laws of the United States, or Controlled Affiliate is adjudged
bankrupt or insolvent as those terms are defined in the Uniform
Commercial Code as enacted in the State of Illinois by any court
of competent jurisdiction, or (iv) Controlled Affiliate makes a
general assignment of its assets for the benefit of creditors, or
(v) the Department of Insurance or other regulatory agency
assumes control of Controlled Affiliate or delinquency
proceedings (voluntary or involuntary) are instituted, or (vi) an
action is brought by Controlled Affiliate seeking its dissolution
or liquidation of its assets or seeking the appointment of a
trustee, interim trustee, receiver or other custodian for any of
its property or business, or (vii) an action is instituted by any
governmental entity or officer against Controlled Affiliate
seeking its dissolution or liquidation of its assets or seeking
the appointment of a trustee, interim trustee, receiver or other
custodian for any of its property or business and such action is
consented to or acquiesced in by Controlled Affiliate or is not
dismissed within one hundred thirty (130) days of the date upon
which the pleading or other document commencing the action is
served upon the Controlled Affiliate, provided that if the action
is stayed or its prosecution is enjoined, the one hundred thirty
(130) day period is tolled for the duration of the stay or
injunction, an provided further, that the Association's Board of
Directors may toll or extend the 130 day period at any time prior
to its expiration,, or (viii) a trustee, interim trustee,
receiver or other custodian for any of Controlled Affiliate's
property or business is appointed.  Not withstanding any other
provision of this Agreement, a declaration or a request for
declaration of the existence of a trust over any of the Plan's or
BCBSA's property or business shall not in itself be deemed to
constitute or seek appointment of a trustee, interim trustee,
receiver or other custodian for purposes of subparagraphs
7(e)(3)(vii) and (viii) of this Agreement.

     F.   Upon termination of this Agreement for cause or
otherwise, Controlled Affiliate agrees that it shall immediately
discontinue all use of the Licensed Marks and Name, including any
use in its trade name.

     G.   Upon termination of this Agreement, Controlled
Affiliate shall immediately notify all of its customers that it
is no longer a licensee of BCBSA and, if directed by the
Association's Board of Directors, shall provide instruction on
how the customer can contact BCBSA or a designated licensee to
obtain further information on securing coverage.  The
notification required by this paragraph shall be in writing and
in a form approved by BCBSA.  The BCBSA shall have the right to
audit the terminated entity's books and records to verify
compliance with this paragraph.

     H.   In the event this Agreement terminates pursuant to 7(b)
hereof, or in the event the Controlled Affiliate is a Larger
Controlled Affiliate (as defined in Exhibit A), upon termination
of this Agreement, the provisions of Paragraph 7.G. shall not
apply and the following provisions shall apply:

     (1)  The Controlled Affiliate shall send a notice through
the U.S. mails, with first class postage affixed, to all
individual and group customers, providers, brokers and agents of
products or services sold, marketed, underwritten or administered
by the Controlled Affiliate under the Licensed Marks and Name.
The form and content of the notice shall be specified by BCBSA
and shall, at a minimum, notify the recipient of the termination
of the license, the consequences thereof, and instructions for
obtaining alternate products or services licensed by BCBSA.  This
notice shall be mailed within 15 days after termination.

     (2)  The Controlled Affiliate shall deliver to BCBSA within
five days of a request by BCBSA a listing of national accounts in
which the Controlled Affiliate is involved (in a control,
participating or servicing capacity), identifying the national
account and the Controlled Affiliate's role therein.

     (3)  Unless the cause of termination is an event respecting
BCBSA stated in paragraph 15(a) or (b) of the Plan's license
agreement with BCBSA to use the Licensed Marks and Name, the
Controlled Affiliate, the Plan, and any other Licensed Controlled
Affiliates of the Plan shall be jointly liable for payment to
BCBSA of an amount equal to $25 multiplied by the number of
Licensed Enrollees of the Controlled Affiliate; provided that if
any other Plan is permitted by BCBSA to use marks or names
licensed by BCBSA in the Service Area established by this
Agreement, the payment shall be multiplied by a fraction, the
numerator of which is the number of Licensed Enrollees of the
Controlled Affiliate, the Plan, and any other Licensed Controlled
Affiliates and the denominator of which is the total number of
Licensed Enrollees in the Service Area.  Licensed Enrollee means
each and every person and covered dependent who is enrolled as an
individual or member of a group receiving products or services
sold, marketed or administered under marks or names licensed by
BCBSA as determined at the earlier of (i) the end of the last
fiscal year of the terminated entity which ended prior to
termination or (ii) the fiscal year which ended before any
transactions causing the termination began.  Notwithstanding the
foregoing, the amount payable pursuant to this subparagraph H.
(3) shall be due only to the extent that, in BCBSA's opinion, it
does not cause the net worth of the Controlled Affiliate, the
Plan or any other Licensed Controlled Affiliates of the Plan to
fall below 100% of the capital benchmark formula, or its
equivalent under any successor formula, as set forth in the
applicable financial responsibility standards established by
BCBSA measured as of the date of termination, and adjusted for
the value of any transactions not made in the ordinary course of
business.

     (4)  BCBSA shall have the right to audit the books and
records of the Controlled Affiliate, the Plan, and any other
Licensed Controlled Affiliates of the Plan to verify compliance
with this paragraph 7.H.

     (5)  As to a breach of 7.H.(1), (2), (3) or (4), the parties
agree that the obligations are immediately enforceable in a court
of competent jurisdiction.  As to a breach of 7.H.(1), (2) or (4)
by the Controlled Affiliate, the parties agree there is no
adequate remedy at law and BCBSA is entitled to obtain specific
performance.

     I.   In the event the Controlled Affiliate is a Smaller
Controlled Affiliate (as defined in Exhibit A), the Controlled
Affiliate agrees to be jointly liable for the amount described in
H.3. hereof upon termination of the BCBSA license agreement of
any Larger Controlled Affiliate of the Plan.

     J.   BCBSA shall be entitled to enjoin the Controlled
Affiliate or any related party in a court of competent
jurisdiction from entry into any transaction which would result
in a termination of this Agreement unless the Plan's license from
BCBSA to use the Licensed Marks and Names has been terminated
pursuant to 10(d) of the Plan's license agreement upon the
required 6 month written notice.

     K.   BCBSA acknowledges that it is not the owner of assets
of the Controlled Affiliate.

     L.   In the event that the Plan has more than 50 percent
voting control of the Controlled Affiliate under Paragraph
2(E)(2) above and is a Larger Controlled Affiliate (as defined in
Exhibit A), then the vote called for in Paragraphs 7(C) and 7(D)
above shall require the affirmative vote of three-fourths of the
Blue Shield Plans which are Regular Members of BCBSA and three-
fourths of the total then current weighted vote of all the Blue
Shield Plans which are Regular Member Plans of BCBSA.

     8.   DISPUTE RESOLUTION

     The parties agree that any disputes between them or between
or among either of them and one or more Plans or Controlled
Affiliates of Plans that use in any manner the Blue Cross and
Blue Shield Marks and Name are subject to the Mediation and
Mandatory Dispute Resolution process attached to and made a part
of Plan's License from BCBSA to use the Licensed Marks and Name
as Exhibits 5, 5A and 5B as amended from time-to-time, which
documents are incorporated herein by reference as though fully
set forth herein.

     9.   LICENSE FEE

     Controlled Affiliate will pay to BCBSA a fee for this
License determined pursuant to the formula(s) set forth in
Exhibit B.

     10.  JOINT VENTURE

     Nothing contained in the Agreement shall be construed as
creating a joint venture, partnership, agency or employment
relationship between Plan and Controlled Affiliate or between
either and BCBSA.

     11.  NOTICES AND CORRESPONDENCE

     Notices regarding the subject matter of this Agreement or
breach or termination thereof shall be in writing and shall be
addressed in duplicate to the last known address of each other
party, marked respectively to the attention of its President and,
if any, its General Counsel.

     12.  COMPLETE AGREEMENT

     This Agreement contains the complete understandings of the
parties in relation to the subject matter hereof.  This Agreement
may only be amended by the affirmative vote of three-fourths of
the Plans and three-fourths of the total then current weighted
vote of all the Plans as officially recorded by the BCBSA
Corporate Secretary.


     13.  SEVERABILITY

     If any term of this Agreement is held to be unlawful by a
court of competent jurisdiction, such findings shall in no way
affect the remaining obligations of the parties hereunder and the
court may substitute a lawful term or condition for any unlawful
term or condition so long as the effect of such substitution is
to provide the parties with the benefits of this Agreement.

     14.  NONWAIVER

     No waiver by BCBSA of any breach or default in performance
on the part of Controlled Affiliate or any other licensee of any
of the terms, covenants or conditions of this Agreement shall
constitute a waiver of any subsequent breach or default in
performance of said terms, covenants or conditions.





                THIS PAGE IS INTENTIONALLY BLANK.
                                


     15.  GOVERNING LAW

     This Agreement shall be governed by, and construed and
interpreted in accordance with, the laws of the State of
Illinois.

     16.  HEADINGS

     The headings inserted in this agreement are for convenience
only and shall have no bearing on the interpretation hereof.

     IN WITNESS WHEREOF, the parties have caused this License
Agreement to be executed and effective as of the date of last
signature written below.

RightCHOICE Managed Care, Inc.

By: /s/ John A. O'Rourke
    Chairman, President and CEO

Date: March 20, 1998


Blue Cross and Blue Shield of Missouri

By: /s/ John A. O'Rourke
    President

Date: March 20, 1998


Blue Cross And Blue Shield Association

By: /s/ Mark A. Orloff

Date: 3/23/98




EXHIBIT A


CONTROLLED AFFILIATE LICENSE STANDARDS
November 1997

PREAMBLE



The standards for licensing Controlled Affiliates are
established by BCBSA and are subject to change from time-to-
time upon the affirmative vote of three-fourths (3/4) of the
Plans and three-fourths (3/4) of the total weighted vote.
Each licensed Plan is required to use a standard Controlled
Affiliate license form provided by BCBSA and to cooperate
fully in assuring that the licensed Controlled Affiliate
maintains compliance with the license standards.

The Controlled Affiliate License provides a flexible vehicle
to accommodate the potential range of health and workers'
compensation related products and services Plan Controlled
Affiliates provide.  The Controlled Affiliate License
collapses former health Controlled Affiliate licenses (HCC,
HMO, PPO, TPA, and IDS) into a single license using the
following business-based criteria to provide a framework for
license standards:

  Percent of Controlled Affiliate controlled by parent:
  Greater than 50 percent or 50 percent?

  Risk assumption:  yes or no?

  Medical care delivery:  yes or no?

  Importance of the Controlled Affiliate to the parent: If
  the Controlled Affiliate has health or workers'
  compensation administration business, does such business
  constitute 15 percent or more (referred to as a "larger"
  Controlled Affiliate) of the parent's and other licensed
  health subsidiaries' contract enrollment?
     
EXHIBIT A (continued)

For purposes of definition:

    A "smaller Controlled Affiliate:"  (1) comprises less
  than fifteen percent (15%) of Plan's and its licensed
  Controlled Affiliates' total contract enrollment (as
  reported on the BCBSA Quarterly Enrollment Report,
  excluding rider and freestanding coverage, and treating
  an entity seeking licensure as licensed);* or (2)
  underwrites the indemnity portion of workers'
  compensation insurance and has total premium revenue less
  than 15 percent of the sponsoring Plan's net subscription
  revenue.

    A "larger Controlled Affiliate" comprises fifteen
  percent (15%) or more of Plan's and its licensed
  Controlled Affiliates' total contract enrollment (as
  reported on the BCBSA Quarterly Enrollment Report,
  excluding rider and freestanding coverage, and treating
  an entity seeking licensure as licensed.)*

Conversion to the new license shall be:

  For smaller Controlled Affiliates:
  -    immediately for new applicants, and
  -    January 1, 1996 for existing HMO, PPO, TPA and IDS
  licensees under fifteen  percent (15%).

  For larger Controlled Affiliates:
  -    immediately for new applicants,
  -    July 1, 1995 for existing health coverage carrier
  licensees, and
  -    June 1996, for all other currently licensed
  Controlled Affiliates presently at or over fifteen
  percent(15%).

Changes in Controlled Affiliate status:

If any Controlled Affiliate's status changes regarding: its
Plan ownership level, its risk acceptance or direct delivery
of medical care, the Controlled Affiliate shall notify BCBSA
within thirty (30) days of such occurrence in writing and
come into compliance with the applicable standards within
six (6) months.

If a smaller Controlled Affiliate's health and workers'
compensation administration business surpasses fifteen
percent (15%) of the total contract enrollment of the Plan
and licensed Controlled Affiliates, the Controlled Affiliate
shall:


EXHIBIT A (continued)


1.Within thirty (30) days, notify BCBSA of this fact in
  writing, including evidence that the Controlled Affiliate
  meets the minimum liquidity and capital (BCBSA Capital
  Benchmark and state-established minimum reserve)
  requirements of the larger Controlled Affiliate Financial
  Responsibility standard; and

2.Within six (6) months after surpassing the fifteen
  percent (15%) threshold, demonstrate compliance with all
  license requirements for a larger Controlled Affiliate.

If a Controlled Affiliate that underwrites the indemnity
portion of workers' compensation insurance receives a change
in rating or proposed change in rating, the Controlled
Affiliate shall notify BCBSA within 30 days of notification
by the external rating agency.

___________

*For purposes of this calculation,

The numerator equals:

Applicant Controlled Affiliate's contract enrollment, as
defined in BCBSA's Quarterly Enrollment Report (excluding
rider and freestanding coverage).

The denominator equals:

Numerator PLUS Plan and all other licensed Controlled
Affiliates' contract enrollment, as reported in BCBSA's
Quarterly Enrollment Report (excluding rider and
freestanding coverage).

EXHIBIT A (continued)

              STANDARDS FOR LICENSED CONTROLLED AFFILIATES

Each Controlled Affiliate seeking licensure must answer all four
questions. Depending on the Controlled Affiliate's answers, certain
standards apply:

1.   What percent of the Controlled Affiliate is Controlled by the parent
Plan?
           More than 50%                             50%
                                                       
           Standard 1A, 4                       Standard 1B, 4

                              IN ADDITION,
2.   Is risk being assumed?
                   Yes                                   No
                                                           
Controlled    Controlled     Controlled     Controlled     Controlled
Affiliate     Affiliate      Affiliate      Affiliate      Affiliate
underwrites   comprises <    comprises >    comprises <    comprises >
any indemnity 15% of total   15% of total   15% of total   15% of total
portion of    contract       contract       contract       contract
workers'      enrollment of  enrollment of  enrollment of  enrollment of
compensation  Plan and its   Plan and its   Plan and its   Plan and its
insurance     licensed       licensed       licensed       licensed
              Controlled     Controlled     Controlled     Controlled
Standards 7A- Affiliates,    Affiliates,    Affiliates     Affiliates
7E            and does not   and does not                        
              underwrite     underwrite     Standard 2     Standard 6H
              the indemnity  the indemnity  (Guidelines
              portion of     portion of     2.1,2.3)
              workers'       workers'
              compensation   compensation
              insurance      insurance
                                    
              Standard 2     Standard 6H
              (Guidelines
              2.1,2.2)
                                    
                              IN ADDITION,
3.   Is medical care being directly provided?
                Yes                                   No
                                                       
            Standard 3A                          Standard 3B

                              IN ADDITION,
4.   If the Controlled Affiliate has health or workers' compensation
administration business, does such business comprise 15% or more of the
total contract enrollment of Plan and its licensed Controlled Affiliates?
                Yes                                   No
                                                        
          Standards 6A-6I            Controlled         Controlled
                                     Affiliate is a     Affiliate is not
                                     former primary     a former primary
                                     licensee           licensee
                                                                
                                     Standards 5,8,9    Standards 5,8


EXHIBIT A (continued)


Standard 1 - Organization and Governance

1A.)  The Standard for more than 50% Plan ownership is:

A Controlled Affiliate shall be organized and operated in
such a manner that it is Controlled by a licensed Plan or
Plans which have, directly or indirectly: 1) more than 50%
of the voting control of the Controlled Affiliate; and 2)
the legal ability to prevent any change in the articles of
incorporation, bylaws or other establishing or governing
documents of the Controlled Affiliate with which it does not
concur; and 3) operational control of the Controlled
Affiliate.

1B.)      The Standard for 50% Plan ownership is:

A Controlled Affiliate shall be organized and operated in
such a manner that a licensed Plan or Plans have directly or
indirectly:

1)   not less than 50% of the voting control of the
     Controlled Affiliate; and

2)   the legal ability to prevent any change in the articles
     of incorporation, bylaws or other establishing or
     governing documents of the Controlled Affiliate with
     which it does not concur; and

3)   at least equal direct or indirect control over the
     operations of the Controlled Affiliate; and

4)   sufficient authority so that changes in the following
     require the approval of the Licensed Plan or Plans:

          o    geographic operating area of the Controlled
          Affiliate

          o    the legal and trade names of the Controlled
          Affiliate

          o    the types of activity in which the Controlled
          Affiliate engages

          o    any action which would cause the Controlled
          Affiliate to be in violation of the Standards
          applicable to Licensure by BCBSA.
EXHIBIT A (continued)


Standard 2 - Financial Responsibility

A Controlled Affiliate shall be operated in a manner that
provides reasonable financial assurance that it can fulfill
all of its contractual obligations to its customers.  If a
risk-assuming Controlled Affiliate ceases operations for any
reason, Blue Cross and/or Blue Shield Plan coverage will be
offered to all Controlled Affiliate subscribers without
exclusions, limitations or conditions based on health
status.  If a nonrisk-assuming Controlled Affiliate ceases
operations for any reason, sponsoring Plan(s) will provide
for services to its (their) customers.

Standard 3 - State Licensure/Certification

3A.) The Standard for a Controlled Affiliate that employs,
     owns or contracts on a substantially exclusive basis
     for medical services is:

A Controlled Affiliate shall maintain unimpaired licensure
or certification for its medical care providers to operate
under applicable state laws.


3B.) The Standard for a Controlled Affiliate that does not
     employ, own or contract on a substantially exclusive
     basis for medical services is:

A Controlled Affiliate shall maintain unimpaired licensure
or certification to operate under applicable state laws.

Standard 4 - Certain Disclosures

A Controlled Affiliate shall make adequate disclosure in
contracting with third parties and in disseminating public
statements of 1) the structure of the Blue Cross and Blue
Shield System; and 2) the independent nature of every
licensee; and 3) the Controlled Affiliate's financial
condition.

Standard 5 - Reports and Records for Certain Smaller
Controlled Affiliates

For a smaller Controlled Affiliate that does not underwrite
the indemnity portion of workers' compensation insurance,
the Standard is:

A Controlled Affiliate and/or its licensed Plan(s) shall
furnish, on a timely and accurate basis, reports and records
relating to these Standards and the License Agreements
between BCBSA and Controlled Affiliate.

EXHIBIT A (continued)


Standard 6 - Other Standards for Larger Controlled
Affiliates

Standards 6(A) - (I) that follow apply to larger Controlled
Affiliates.

Standard 6(A):  Board of Directors

A Controlled Affiliate Governing Board shall act in the
interest of its Corporation in providing cost-effective
health care services to its customers.  A Controlled
Affiliate shall maintain a governing Board, which shall
control the Controlled Affiliate, composed of a majority of
persons other than providers of health care services, who
shall be known as public members.  A public member shall not
be an employee of or have a financial interest in a health
care provider, nor be a member of a profession which
provides health care services.

Standard 6(B):  Responsiveness to Customers

A Controlled Affiliate shall be operated in a manner
responsive to customer needs and requirements.

Standard 6(C):  Participation in National Programs

A Controlled Affiliate shall effectively and efficiently
participate in each national program as from time to time
may be adopted by the Member Plans for the purposes of
providing portability of membership between the licensees
and ease of claims processing for customers receiving
benefits outside of the Controlled Affiliate's Service Area.

Such programs are applicable to licensees, and include:

          A.   Transfer Program;

          B.   BlueCard Program;

EXHIBIT A (continued)


          C.   Inter-Plan Teleprocessing System (ITS); and

          D.   Inter-Plan Data Reporting (IPDR) Program.


Standard 6(D):   Financial Performance Requirements

In addition to requirements under the national programs
listed in
Standard 6C:  Participation in National Programs, a
Controlled Affiliate shall take such action as required to
ensure its financial performance in programs and contracts
of an inter-licensee nature or where BCBSA is a party.

Standard 6(E):  Cooperation with Plan Performance Response
Process

A Controlled Affiliate shall cooperate with BCBSA's Board of
Directors and its Plan Performance and Financial Standards
Committee in the administration of the Plan Performance
Response Process and in addressing Controlled Affiliate
performance problems identified thereunder.

Standard 6(F):  Independent Financial Rating

A Controlled Affiliate shall obtain a rating of its
financial strength from an independent rating agency
approved by BCBSA's Board of Directors for such purpose.

Standard 6(G):  Best Efforts

During each year, a Controlled Affiliate shall use its best
efforts in the designated Service Area to promote and build
the value of the Blue Shield Mark.

Standard 6(H):  Financial Responsibility

A Controlled Affiliate shall be operated in a manner that
provides reasonable financial assurance that it can fulfill
all of its contractual obligations to its customers.


EXHIBIT A (continued)


Standard 6(I):  Reports and Records

A Controlled Affiliate shall furnish to BCBSA on a timely
and accurate basis reports and records relating to
compliance with these Standards and the License Agreements
between BCBSA and Controlled Affiliate.  Such reports and
records are the following:

A)             BCBSA Controlled Affiliate Licensure
          Information Request; and

B)             Biennial trade name and service mark usage
          material, including disclosure material; and

C)             Changes in the ownership and governance of
          the Controlled Affiliate, including changes in its
          charter, articles of incorporation, or bylaws,
          changes in a Controlled Affiliate's Board
          composition, or changes in the identity of the
          Controlled Affiliate's Principal Officers, and
          changes in risk acceptance, contract growth, or
          direct delivery of medical care; and

D)             Quarterly Financial Report including the
          Capital Benchmark Worksheet, Annual Financial
          Forecast, Annual Certified Audit Report, Insurance
          Department Examination Report, Annual Statement
          filed with State Insurance Department (with all
          attachments); and

E)                       Quarterly Utilization Report,
          Quarterly Enrollment Report, Cost Containment
          Report, NMIS Quarterly Report.

Standard 6(J):  Control by Unlicensed Entities
Prohibited

No Controlled Affiliate shall cause or permit an
unlicensed entity to obtain control of the Controlled
Affiliate or to acquire a substantial portion of its
assets related to licensable services.

Standard 7 - Other Standards for Risk-Assuming Workers'
Compensation Controlled Affiliates

Standards 7(A) - (E) that follow apply to Controlled
Affiliates that underwrite the indemnity portion of workers'
compensation insurance.
EXHIBIT A (continued)


Standard 7 (A):  Financial Responsibility

A Controlled Affiliate shall be operated in a manner that
provides reasonable financial assurance that it can fulfill
all of its contractual obligations to its customers.

Standard 7(B):  Reports and Records

A Controlled Affiliate shall furnish, on a timely and
accurate basis, reports and records relating to
compliance with these Standards and the License
Agreements between BCBSA and the Controlled Affiliate.
Such reports and records are the following:

A.   BCBSA Controlled Affiliate Licensure Information
  Request; and

B.   Biennial trade name and service mark usage materials,
  including disclosure materials; and
  
C.   Annual Certified Audit Report, Annual Statement as
  filed with the State Insurance Department (with all
  attachments), Annual NAIC's Risk-Based Capital Worksheets
  for Property and Casualty Insurers, and Annual Financial
  Forecast; and
  
D.   Quarterly Financial Report, Quarterly Estimated Risk-
Based Capital for Property and Casualty Insurers, Insurance
Department Examination Report, and Quarterly NMIS Report
(for licensed health business only); and

E.   Notification of all changes and proposed changes to
  independent ratings within 30 days of receipt and submission
  of  a copy of all rating reports; and
  
F.   Changes in the ownership and governance of the
  Controlled Affiliate including changes in its charter,
  articles of incorporation, or bylaws, changes in a
  Controlled Affiliate's Board composition, Plan control,
  state license status, operating area, the Controlled
  Affiliate's Principal Officers or direct delivery of medical
  care.



EXHIBIT A (continued)


Standard 7(C):  Loss Prevention

A Controlled Affiliate shall apply loss prevention
protocol to both new and existing business.

Standard 7(D):  Claims Administration

A Controlled Affiliate shall maintain an effective
claims administration process that includes all the
necessary functions to assure prompt and proper
resolution of medical and indemnity claims.

Standard 7(E):  Disability and Provider Management

A Controlled Affiliate shall arrange for the provision
of appropriate and necessary medical and rehabilitative
services to facilitate early intervention by medical
professionals and timely and appropriate return to work.

Standard 8 - Cooperation with Controlled Affiliate License
Performance Response Process Protocol

A Controlled Affiliate and its Sponsoring Plan(s) shall
cooperate with BCBSA's Board of Directors and its Plan
Performance and Financial Standards  Committee in the
administration of the Controlled Affiliate License
Performance Response Process Protocol (ALPRPP) and in
addressing Controlled Affiliate compliance problems
identified thereunder.

Standard 9 - Participation in National Programs by Smaller
Controlled Affiliates

A smaller Controlled Affiliate for which this standard
applies pursuant to the Preamble section of Exhibit A of the
Controlled Affiliate  License Agreement shall effectively
and efficiently participate in certain national programs
from time to time as may be adopted by Member Plans for the
purposes of providing ease of claims processing for
customers receiving benefits outside of the Controlled
Affiliate's service area and be subject to certain relevant
financial and reporting requirements.

EXHIBIT B

ROYALTY FORMULA FOR SECTION 9 OF THE
CONTROLLED AFFILIATE LICENSE AGREEMENT

Controlled Affiliate will pay BCBSA a fee for this
license in accordance with the following formula:

FOR RISK PRODUCTS:

For Controlled Affiliates not underwriting the indemnity
portion of workers' compensation insurance:

An amount equal to its pro rata share of each sponsoring
Plan's dues payable to BCBSA computed with the addition
of the Controlled Affiliate's subscription revenue and
contracts arising from products using the marks.  The
payment by each sponsoring Plan of its dues to BCBSA,
including that portion described in this paragraph, will
satisfy the requirement of this paragraph, and no
separate payment will be necessary.

For Controlled Affiliates underwriting the indemnity
portion of workers' compensation insurance:

An amount equal to 0.35 percent of the gross revenue per
annum of Controlled Affiliate arising from products
using the marks; plus, an annual fee of $5,000 per
license for a Controlled Affiliate subject to Standard
7.

FOR NONRISK PRODUCTS:

An amount equal to 0.24 percent of the gross revenue per
annum of Controlled Affiliate arising from products
using the marks; plus:

1) An annual fee of $5,000 per license for a Controlled
Affiliate subject to
   Standard 6.

2) An annual fee of $2,000 per license for all other
Controlled Affiliates.

The foregoing shall be reduced by one-half where both a BLUE
CROSSr and BLUE SHIELDr License are issued to the same
Controlled Affiliate.  In the event that any license period
is greater or less than one (1) year, any amounts due shall
be prorated.  Royalties under this formula will be
calculated, billed and paid in arrears.