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EXHIBIT 10.8



                              EMPLOYMENT AGREEMENT
                                 BY AND BETWEEN
            UNITED PAYORS & UNITED PROVIDERS, INC., THOMAS L. BLAIR,
                CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
         OF UNITED PAYORS & UNITED PROVIDERS, INC., AND EDWARD S. CIVERA
            ---------------------------------------------------------


This Employment Agreement, dated as of January 31, 1997, by and between United
Payors & United Providers, Inc., a Delaware Corporation ("UP&UP" or the
"Company"), Thomas L. Blair, Chairman of the Board ("Chairman") and Chief
Executive Officer ("CEO") of UP&UP ("Blair") and Edward S. Civera (the
"Employee").

UP&UP desires to employ Edward S. Civera, as President of the Company, for the
period provided in this Agreement, and the Employee is willing to accept such
employment with UP&UP, all in accordance with the terms and conditions set forth
below.

The terms and conditions of this Agreement have been agreed to and approved
by Blair, as CEO and Chairman, Blair as an Individual, and by a majority of the
Board of Directors of UP&UP (constituting Thomas L. Blair, Thomas J. Graf, Bette
B. Anderson, William E. Brock and Frederick H. Graefe), and the Compensation
Committee of the Board of Directors of UP&UP.

For and in consideration of the premises hereof and the mutual covenants
contained herein, the parties hereto covenant and agree as follows:

1.       The Employee will serve as the President of UP&UP and will report to
         the Chairman and CEO of UP&UP. The Employee will be responsible for the
         operations of UP&UP currently owned or subsequently acquired. These
         operations consist of Finance, Marketing, Information Technology,
         Legal, Operating Units and Networks.

2.       The Employee will be recommended to the Board of Directors of UP&UP
         (the "Board") for election as a member of the Board not later than the
         annual meeting of stockholders in 1997. Blair will vote the shares of
         common stock he controls for the election of the Employee to the Board
         of UP&UP.

3.       Within one year of the date of this Agreement, the Employee will be
         granted the additional title of Chief Operating Officer ("COO").

4.       The term of the Employee's employment under the Agreement (the "Term")
         shall be for a five-year period commencing on April 1, 1997, or an
         earlier date, or the date the Employee and Blair mutually agree upon
         but not later than July 1, 1997.

5.       As compensation for the performance by the Employee of the services to
         be performed by


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         the Employee hereunder, UP&UP shall pay the Employee a base salary,
         ("Salary"), in regular intervals, of $350,000 per year. The Salary is
         guaranteed (as that term is hereafter defined) by UP&UP and Blair for
         the Term of this Agreement and the Salary will be subject to periodic
         increases as the CEO may recommend to the Compensation Committee of the
         Board. The term guaranteed shall mean that the Employee will receive
         his Salary for the remaining term of the agreement if:

         (a)      The Employee is terminated without cause (as that term is 
                  hereafter defined);

         (b)      UP&UP is subject to a change in control (as that term is 
                  hereafter defined); or,

         (c)      The Employee is unable to fulfill the term of this Agreement
                  because of death or disability.

6.       The Employee will be entitled to an Incentive and Bonus Payment in
         addition to the Employee's Salary. The Incentive and Bonus Payment will
         be computed on an annual basis commencing in 1997 and such Incentive
         and Bonus Payment will be no less than 1% of UP&UP's net income for
         each annual period.

7.       The Employee may receive amounts in excess of 1% of UP&UP's net income
         as a Bonus and Incentive Payment based upon a recommendation of the CEO
         of UP&UP, using standards the CEO normally applies to determine
         discretionary Bonus and Incentive awards and payments.

8.       UP&UP will pay the Employee on the first day of the Term of the
         Agreement $1,785,000 (the "Advance Benefit Payment"). This Advance 
         Benefit Payment is intended to provide a supplemental benefit to the 
         Employee over the five-year term of this Agreement. Accordingly, if 
         the Employee voluntarily terminates employment with UP&UP prior to the
         Term of this Agreement, the Employee will pay to UP&UP an amount equal
         to the remaining Term of the Agreement computed on a monthly pro-rated
         basis where the numerator is the remaining month's under the Term of
         the Agreement and the denominator is 60 months (the "Pro-Rated 
         Amount"). The refund of the Advance Benefit Payment will recognize the
         tax benefit derived by UP&UP in deducting the Advance Benefit Payment
         and the cost to the Employee in treating the Advance Benefit Payment as
         income. In no event shall the Employee be required to refund to UP&UP a
         Pro-Rated amount in excess of the after-tax proceeds that the Employee
         received. The Employee will have unrestricted use of the Advance 
         Benefit Payment as it is earned on a Pro-Rated basis during the Term
         of this Agreement.


9.       The Employee will not be required to refund any of the Advance Benefit
         Payment if:


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         (a)      The Employee is terminated without cause (as that term is 
                  hereafter defined);

         (b)      UP&UP is subject to a change in control (as that term is 
                  hereafter defined);

         (c)      The Employee's position as President and COO and his related 
                  responsibilities are reduced, or

         (d)      The Employee is unable to fulfill the Term of this Agreement
                  because of death or disability.

10.      Upon the execution and effective date of this Agreement, the Employee
         will be granted an option to purchase 750,000 shares of common stock
         (adjusted for stock splits and reverse stock splits) of UP&UP based
         upon the following exercise prices (the "Option Plan"):

         (a)      250,000 shares at an exercise price that is $6.00 per share
                  below UP&UP's per share market value on the grant date, as
                  determined based upon a reasonable time period of trading
                  activity on the NASDAQ.

         (b)      250,000 shares at an exercise price that is equal to 100% of
                  UP&UP's per share market value on the grant date, as
                  determined based upon a reasonable time period of trading
                  activity on the NASDAQ.

         (c)      250,000 shares at an exercise price that is $6.00 per share
                  higher than UP&UP's per share market value on the grant date,
                  as determined based upon a reasonable time period of trading
                  activity on the NASDAQ.

11.      UP&UP and Blair will use its best efforts to ensure that the number of
         shares of common stock reserved for issuance under the Option Plan is
         sufficient to enable the exercise of the options granted to the 
         Employee under this Agreement.  If, however, the number of shares
         available for issuance upon any attempted exercise of such options is
         insufficient, UP&UP will pay the Employee in cash, in the form of 
         stock appreciation rights as provided in the Option Plan, an amount
         equal to the difference between the option price per share and the
         fair market value per share on the date of attempted exercise, to the
         extent of such insufficiency.








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12.      The options to purchase 750,000 shares, at the exercise prices
         described in Paragraph 10, (the Option Plan Shares) will vest ratably
         over an 8-year period at 12.5% per year. The vesting of such options
         will accelerate based upon:

         (a)      The termination of the Employee without cause (as that term is
                  hereafter defined) -- 100% acceleration of all unvested
                  options; or

         (b)      UP&UP being the subject of a change in control (as that term
                  is hereafter defined) -- 100% acceleration of all unvested
                  options; or

         (c)      The CEO agrees that the Employee has achieved certain
                  qualitative and quantitative criteria that has enhanced
                  UP&UP's operating performance and/or shareholder value --
                  acceleration of unvested options based upon the discretion of
                  the CEO and/or Board of Directors.

13.      The options to purchase 750,000 shares at the exercise prices described
         in Paragraph 10 (the Option Plan Shares) will be exercisable over a
         12-year period and, as previously noted in Paragraph 12, will be vested
         100% based upon a change in control. At the Employee's option, the
         options to purchase the 750,000 shares of common stock will have
         corresponding stock appreciation rights that will exist at the change
         in control date and which will be settled in cash based upon an amount
         equal to the excess, if any, of the Change in Control Price or Market
         Value over the Exercise Price of the option.

14.      UP&UP shall pay or reimburse the Employee for all reasonable travel or
         other expenses incurred in connection with the performance of the
         Employee's duties under this Agreement in accordance with such
         procedures as UP&UP may from time to time establish.

15.      The Employee shall have any additional benefits for which the Employee,
         without action by the Board of Directors of UP&UP or any committee
         thereof, may be or become eligible under any group health, life
         insurance, disability, stock purchase, retirement income or other form
         of employee benefit plan or program of UP&UP now existing or that may
         hereafter be adopted by UP&UP.

16.      In lieu of UP&UP paying the Employee for any relocation benefit, UP&UP
         agrees to provide the Employee with a Company-owned automobile or, a
         monthly perquisite representing the cash equivalent of leasing a 
         Company-owned automobile.  Further, the Employee shall be entitled to
         the number of paid vacation days in each calendar year determined by
         the Company from time to time for its senior executive officers, but
         not less than three weeks in any calendar year (prorated in any 
         calendar year during which the Employee is employed hereunder for less
         than the entire such year in accordance with the number of days in 
         such calendar year during which he is so employed).   The Employee
         also shall be entitled to all paid holidays given by the Company to 
         its senior executive


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         officers.

17.      Employee agrees to comply with UP&UP's policies regarding the conduct
         of the businesses of UP&UP and its affiliates, as long as such policies
         do not violate federal or state laws.

18.      (a)      This Agreement may be terminated by UP&UP for cause by notice
                  to the Employee, specifying the event relied upon for such 
                  termination within thirty days of such event.  The term 
                  "cause" shall mean activity involving willful misconduct,
                  gross negligence, failure of the Employee to devote his full
                  business time and attention to his duties hereunder, or 
                  breach of one or more express obligations under this 
                  Agreement. The termination by UP&UP of the Employee's 
                  employment for any reason other than those specified in the 
                  preceding sentence shall be deemed to be a termination of his
                  employment without cause, following which UP&UP will pay the
                  Employee the cash amounts that would otherwise become payable
                  to the Employee based upon the provisions of Paragraphs 5 
                  through 9, inclusive and Paragraph 12 of this Agreement 
                  recognizing the remaining Term of this Agreement.

         (b)      The Employee may terminate this Agreement in the event of,
                  without the Employee's prior written consent, any material
                  adverse change or reduction by UP&UP of the Employee's
                  functions, duties or responsibilities, or other material
                  breach of this Agreement by UP&UP, by written notice to UP&UP
                  specifying the event relied upon for such termination within
                  thirty days after such event. Such termination will have the
                  same effect as a termination without cause by UP&UP as set
                  forth in the last sentence of Paragraph 18(a).

19.      (a)      In the event of any litigation or other proceeding between
                  UP&UP and the Employee with respect to this Agreement, UP&UP
                  will reimburse the Employee for all reasonable costs and
                  expenses relating to such litigation or other proceeding,
                  including reasonable attorneys' fees and expenses if such
                  litigation or proceeding results in a judgment or order in
                  favor of the Employee from which no appeal is or may be taken.

         (b)      In the event of any dispute between UP&UP and the Employee 
                  with respect to this Agreement, the Employee or UP&UP may, in
                  his or its sole discretion by notice to the other, require
                  such dispute to be submitted to arbitration.  The arbitrator
                  shall be selected by agreement of the parties or, if they
                  cannot agree on an arbitrator or arbitrators within thirty
                  days after the giving of such notice, the arbitrator shall be
                  selected by the American Arbitration Association. The 
                  determination reached in such arbitration shall be final and
                  binding on both parties without any right of appeal. 
                  Execution of the determination by such arbitrator may be 
                  sought in any court having jurisdiction.  Unless otherwise 
                  agreed by the parties, any such


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                  arbitration shall take place in the State of Maryland and
                  shall be conducted in accordance with the rules of the
                  American Arbitration Association.

20.      This Agreement contains provisions as follows:

         (a)      in Paragraph 5 for a guaranteed payment to the Employee of 
                  his Salary for the Term of this Agreement;

         (b)      in Paragraph 6 for a guaranteed payment to the Employee of an
                  Incentive and Bonus payment;

         (c)      in Paragraphs 8 and 9 for a forgiveness of the Advance 
                  Benefit Payment; and

         (d)      in Paragraph 12 for an acceleration of all unvested stock 
                  options,

         all such provisions relating to UP&UP being subject to a change in
         control. For purposes of this Agreement, a "change in control of the
         Company" shall be deemed to have occurred if:

         (a)      any "person" (as such term is used in Sections 13(d) and 14(d)
                  of the Securities Exchange Act of 1934) is or becomes the
                  beneficial owner, directly or indirectly, of securities of the
                  Company representing 20% or more of the combined voting power
                  of the company's then outstanding securities; or

         (b)      during any period of twenty-four consecutive months,
                  individuals who at the beginning of such period constitute the
                  Board cease for any reason to constitute at least a majority
                  thereof unless the election, or the nomination for election by
                  the Company's shareholders, of each new director was approved
                  by a vote of at least two-thirds of the directors then still
                  in office who were directors at the beginning of the period;
                  or

         (c)      the stockholders of the Company approve a definitive agreement

                  (i)      for the merger or other business combination of the
                           Company with or into another corporation pursuant to
                           which the Company will not survive or will survive
                           only as a subsidiary of another corporation;

                  (ii)     for the sale or other disposition of all or 
                           substantially all of the assets of the Company;

                  (iii)    for the merger of another corporation into the
                           Company which survives if, as a result of such merger
                           less than fifty percent (50%) of the outstanding


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                           voting securities of the Company shall be owned in
                           the aggregate immediately after such merger by the
                           owners of the voting shares of the Company
                           outstanding immediately prior to such merger;
                  (iv)     for the liquidation or dissolution of the Company;
                           or,

                  (v)      any combination of the foregoing.

         The date on which a "change in control of the Company" occurs is
         referred to herein as a "Change in Control Date".

21.      If Thomas L. Blair liquidates more than 50% of the common stock he owns
         (directly or beneficially) in UP&UP prior to January 1, 1999, the
         Employee will have the right to "put" his options to acquire 250,000
         shares of UP&UP common stock at an exercise price that is $6.00 per
         share higher than UP&UP's per share market value on the grant date to
         Thomas L. Blair for $5,000,000.

22.      Non-Assignability.  Neither this Agreement nor any right or interest 
         hereunder shall be assignable by the Employee or his beneficiaries or 
         legal representatives without the Company's prior written consent; 
         provided, however, that nothing in this Agreement shall preclude the 
         Employee from designating a beneficiary to receive any benefit payable
         hereunder upon his death or incapacity.  The Company may assign this
         Agreement to a subsidiary, affiliate or successor in interest to its
         business, whether by merger, sale of assets or otherwise; however, the
         assignment of this Agreement will not in any way change UP&UP's
         responsibilities under the Agreement or in any way modify the Change in
         Control provisions of this Agreement.

23.      Binding Effect. This Agreement shall inure to the benefit of and be
         binding upon the parties hereto and their respective heirs, successors,
         legal representatives and assigns.

24.      Law Governing.  This agreement shall be governed by and construed in
         accordance with the laws of the State of Maryland.

25.      A waiver by either party of any provision of this Agreement or of any
         breach of such provision in any instance shall not be deemed or
         construed to be a waiver of such provision for the future, or of any
         subsequent breach of such provision.

26.      This Agreement may be amended, modified or changed only by further
         written agreement between UP&UP and the Employee duly executed by both
         parties, referring specifically to the provision(s) of this Agreement
         amended thereby, and effective no earlier than the date of such written
         agreement unless by its express terms such written agreement is to be
         effective on or as of some earlier or later date set forth in such
         written agreement.



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27.      Any and all notices required or permitted to be given hereunder shall
         be in writing and shall be deemed to have been given when deposited in
         the United States mail, certified or registered mail, postage prepaid.
         Any notice to be given the Employee hereunder shall be addressed to
         UP&UP to the attention of its Chairman and Chief Executive Officer at
         its main offices.  Any notice to be given the Employee shall be 
         addressed to the Employee at his residence address last provided by
         Employee to UP&UP.  Either party may change the address to which 
         notices are to be addressed by notice in writing given to the other in
         accordance with the terms of this paragraph.


IN WITNESS WHEREOF, and intending to be legally bound, the parties have caused
this Agreement to be duly executed as of the day and year first above written.


       /s/ EDWARD S. CIVERA                          /s/ THOMAS L. BLAIR
----------------------------------            --------------------------------
        Edward S. Civera                               Thomas L. Blair
   As an Individual and Future                 Chairman and CO of UP&UP and as
   President and COO of UP&UP                an Individual Stockholder of UP&UP