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                                                                   Exhibit 10.2
                                                               Letter Agreement

                                 March 24, 2000

CareInsite, Inc.
669 River Drive, Center 2
Elmwood, NJ 07407

Dear Sirs and Madames:

         Reference is made to the Asset Purchase Agreement, as amended (the
"Agreement") by and among Blue Cross Blue Shield of Massachusetts, Inc.
("BCBSMA") and CareInsite, Inc. ("CareInsite"). Except as amended hereby, the
Agreement, shall continue in full force and effect according to its terms.

         The Agreement is hereby amended as follows:

                  (A) Section 1.3(a) of the Agreement is hereby deleted and
                  replaced in its entirety with the following:

                  "The total consideration for the Acquired Assets shall be
                  $71.5 million (the "Total Purchase Price") to be paid by the
                  Buyer at the Closing subject only to the adjustments provided
                  in Section 1.7 hereof. The Total Purchase Price shall be
                  satisfied by delivery by, or on behalf of, the Buyer of : (i)
                  $26.5 million (the "Cash Payment") and (b) 651,968 shares of
                  common stock, $.01 par value per share, of the Buyer ("Buyer
                  Common Stock") (the "Stock Payment"). The shares of Buyer
                  Common Stock comprising the Stock Payment are referred to in
                  this Agreement as the "Shares"."

                  (B) BCBSMA and CareInsite have agreed, pursuant to an Employee
                  Services Agreement (the form of which is attached to this
                  letter) that BCBSMA will continue to employ certain employees
                  used in BCBSMA's Provider Technology Group Division for a
                  period through and including March 31, 2000. Accordingly,
                  solely for the purposes of Section 7 of the Agreement, the
                  terms the "Closing" or the "Closing Date"whereever used in
                  that Section shall be replaced by the date "April 1, 2000".


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                  (C) Section 9.7(a) of the Agreement is hereby amended to
                  insert the phrase "or such earlier time as agreed to by the
                  parties in Schedule G the Services Agreement" after the phrase
                  "....the second anniversary of the Closing (the "Second
                  Anniversary")".

                  (D) BCBSMA and CareInsite acknowledge that the Acquired Assets
                  will be relocated from the premises of BCBSMA in a manner and
                  at a time or times as determined by the Buyer, consistent with
                  the provisions of the Services Agreement (as defined in the
                  Agreement) and the schedules thereto, with the consent of
                  BCBSMA, such consent not to be unreasonably withheld.

                  (E) Attached to this letter are revised Schedules 1.1(a)(ii),
                  1.1(a)(v), 1.2 and 7(a) to the Agreement which, respectively,
                  replace, in their entirety, the Schedules 1.1(a)(ii),
                  1.1(a)(v), 1.2 and 7(a) annexed to the Agreement at the time
                  of its execution in the form.

         In addition, BCBSMA and CareInsite agree that as a result of the
removal of certain assets from the original Schedule 1.1(a)(ii), CareInsite
shall have a credit of $113,874.00 (being the agreed upon value of such removed
assets) to be applied towards the cost of Transition Services provided by BCBSMA
to CareInsite pursuant to the Services Agreement.

         If this letter correctly sets forth our understanding please sign it in
the space below whereupon the Agreement shall be amended as set forth herein.

                                                     Very truly yours,

                                                     BLUE CROSS BLUE SHIELD OF
                                                     MASSACHUSETTS, INC.

                                                     By:
                                                        ------------------------
                                                     Name:
                                                     Title:

Accepted and agreed this __ day of ________, 2000:

CAREINSITE, INC.

By:
   ----------------------------
Name:
Title: