Exhibit 10.64

                     GUARANTOR AGREEMENT
                              
                     HMO MISSOURI, INC.
                             and
           BLUE CROSS AND BLUE SHIELD OF MISSOURI

This Agreement is made and entered into as  of this 30th day
of  July,  1987,   by  and  between HMO  Missouri,  Inc.,  a
corporation  organized  under the  laws  of   the  State  of
Missouri (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.

WHEREAS,   HMO    is  desirous   of  operating    a   health
maintenance  organization   to  arrange  and  pay  for   the
provision of medical and hospital services; and

WHEREAS,  HMO intends  to enter into  agreement with  groups
and  individuals   to arrange for the provision  of  medical
and  hospital services to Subscribers  and their  Dependents
and with providers to deliver these services; and

WHEREAS , BCBSMo is desirous of assisting in the development
of  HMO  by   entering into a grantor agreement  which  will
protect   Subscribers and their  Dependents in the event  of
insolvency  so  as  to  constitute an insolvency  protection
plan.

NOW,  THEREFORE, in consideration of the  foregoing and  the
mutual  promises   and benefits hereinafter  described,  the
parties hereto agree as follows:

1.   Definitions

     A.   "Group" means  a business,  association  or  other
          such   organization which offers the  medical  and
          hospital   services arranged by HMO as   a  health
          benefits plan for its employees or members.
     B.   "Subscriber" means a person (1)  who is  a  member
          or    employee  of  a  Group  and  who  meets  the
          eligibility   requirements  of,   and   has   been
          enrolled ~n accordance with a medical and hospital
          service  agreement between HMO and Group  or   (2)
          who is a party to a non-group medical and hospital
          service agreement with HMO.
     C.   "Dependent"  means any member of   a  Subscriber's
          family   who  meets   the  applicable  eligibility
          requirements  of,   and  has  been  enrolled    in
          accordance with a group or non-group medical   and
          hospital  service agreement as applicable.
     D.   "Member" means a Subscriber or Dependent.
     E.   "Insolvency" means wither (1) or (2) below:
          (1)     determination  by  the  appropriate  state
          department that HMO  is
          no longer  financially responsible  and is  unable
          to  meet  its obligations, or
          2)  the inability of  any Member  to receive  treatment or
            benefits under the HMO's Group or Non-Group medical and
            hospital  service agreements as a result of the financial
            inability of HMO to meet its  obligations  under  such
            member  agreements  and/or any agreements with health care
            providers.

2.   Obligations of BCBSMo
     In the event of HMO's insolvency, BCBSMo agrees:
       A.   To pay all expenses and claims  incurred by HMO prior
       to  insolvency, and all expenses and claims incurred by HMO
       subsequent to insolvency pursuant to  its obligations  under
       its  agreements with Groups  and Subscribers, until the end
       of  the contract period for which  payment has been  made in
       accordance   with such  agreement (subject   to   the
       limitations of  Section  II. B.).   Such  expenses  and
       claims  shall include, but not  limited to,  all hospital
       charges  (subject to  the limitations of Section II. B.)
       and any other fee-for-service  bill(s) for services  and/or
       benefits  for which  HMO is  liable,  capitation payments to
       health care providers who have contracted with HMO,  and
       payments to health  care providers not under contract with
       HMO for covered services rendered to a Member.
       B.   To pay all expenses  and claims associated with the
       continuation of benefits and services under the agreements
       with Group and Subscribers or Members who are confined on
       the date of Insolvency in an inpatient facility up  to
       Member's discharge or  the transfer  of Member  to another
       health  plan  providing substantially  equivalent benefits,
       whichever first occurs.

3    Obligations of HMO
     In  consideration  for the obligations  of  BCBSMo  set
     forth in this Agreement, HMO agrees to proceed with its
     application  to the Missouri  Division of Insurance  to
     become  and  remain  a  Licensed  prepaid  health  care
     delivery plan under the State of Missouri.

4.   Miscellaneous
     A.   This  Agreement  shall become  effective  on   the
          date  HMO receives  a certificate of authority  to
          operate a health maintenance organization  in  the
          State  of  Missouri and shall continue  thereafter
          until mutually rescinded by the parties; provided,
          however, that such recision shall not be effective
          until  thirty  (30)  days after  notice  has  been
          given to the Missouri Division of Insurance.
     B.   Any  notice required to be given pursuant  to  the
          terms  and  provisions hereof shall be in  writing
          and  shall  be   sent by  certified  mail,  return
          receipt required, postage prepaid, to HMO at:

               Blue Cross and Blue Shield of Missouri
               6644 Forest Park
               St. Louis, Missouri 63108-2292

     and to BCBSMo at:

          980 Jolly Road
          P.O. Box 1109
          Blue Bell, Pennsylvania 9422

C.   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.
     
D.   This  Agreement,  intending to secure the  services  of
     BCBSMo, shall not be assigned, sublet or transferred by
     BCBSMo without the written consent of HMO.
     The  invalidity  of unenforceability of  any  terms  or
     provisions hereof shall in no way affect the validity or
     enforceability or any other term or provision.

IN  WITNESS  WHEREOF,  the undersigned  have  executed  this
Agreement as of the day and year first above written.

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