Exhibit 10.4
                                AGREEMENT BETWEEN
                     UNITED PAYORS & UNITED PROVIDERS, INC.
                                       AND
                               HEALTHEXTRAS, INC.

    This Agreement is made this 22nd day of December, 1999 by and between United
Payors  &  United  Providers,  Inc.  ("UP&UP"),  a  Delaware  Corporation,   and
HealthExtras, Inc. ("HE"), a Delaware corporation, and shall be deemed effective
as of January 1, 2000.

                                    RECITALS
    Whereas,  UP&UP has various  administrative and technical  capabilities that
were utilized during 1999 to support HE operations; and

    Whereas,  HE utilized  UP&UP  administrative  and technical  services in the
development and operation of HE businesses during 1999; and

    Whereas, HE wishes to continue to utilize the technical services in the area
of Information Technology, Communications Networking, and Internet Services; and

    Whereas,  HE  wishes  to  transition  the  administrative  services  support
provided in 1999 from UP&UP to HE by March 31, 2000.

    Now,  Therefore,  in  consideration  of the mutual  agreements and covenants
herein contained, UP&UP and HE agree as follows:

A.   GENERAL UNDERSTANDINGS
     ----------------------

     1.   HE intends to transition all administrative functions from UP&UP to HE
          by March 31, 2000.

     2.   HE will utilize the technical support services of UP&UP in the area of
          Information Technology,  Communications Network and Internet Services.
          These services include building and supporting a communications  grid,
          establishing  a computer  based  network of hardware  and  application
          software and  the providing of such necessary day to day operations
          and technical support as outlined in Exhibit A.


                                       1
<PAGE>

B.   UP&UP RESPONSIBILITIES
     ----------------------

     1.   UP&UP shall to make available, all appropriate staff as may be
          necessary to support the transition of the administrative services
          function by March 31, 2000.

     2.   UP&UP shall provide on-going technical, computer, facilities support
          under the terms of this Agreement.  UP&UP and HE will meet on a
          quarterly basis (or more frequently if necessary) to set goals and
          tasks to be accomplished during the term of this Agreement.

C.   COMPENSATION AND PAYMENT
     ------------------------

     1.   UP&UP shall be compensated by HE for its efforts associated with the
          provisions of the services pursuant to this Agreement on a cost plus
          fee basis.  Such shall be calculated based on direct cost incurred
          plus overhead and general administrative rate of 30% plus a fixed fee
          of 18% applicable to direct costs.

     2.   HE shall compensate UP&UP for access to shared computer and
          communication grid infrastructure, software and maintenance.  In
          general, HE will be charged for such access based upon proportional
          usage and total cost incurred.  The compensation payable to UP&UP
          shall include a margin of 18% which will be added to actual costs
          allocated.

          The initial year of the contract shall be based on actual allocated
          costs of $364,000.  This amount shall be adjusted in year one only
          upon a material variance from the total allocation percentages
          applicable to HE of 35% for computer infrastructure and maintenance
          and 22% for the communications grid, respectively. This initial
          compensation term shall commence not later than April 1, 2000.

D.   PAYMENTS AND AUDIT
     ------------------

     1.   UP&UP shall invoice HE on a monthly basis with sufficient accounting
          details supporting the billing to HE.

E.   TERM
     ----
     1.   This Agreement is effective January 1, 2000 and shall terminate on
          December 31, 2002.  Any payments due UP&UP under the terms of this
          agreement shall survive the termination of this Agreement.

     2.   During the term of this Agreement HE may unilaterally terminate this
          Agreement at any time by providing UP&UP ninety (90) days written
          notice of such termination.

                                       2
<PAGE>


     3.   In the event of termination, UP&UP shall support the transition of
          HE's systems and communication requirements in a timely and
          professional manner.  All services provided during such a transition
          shall be paid for by HE pursuant to Section C.1 above.

F.   NON-SOLICITATION
     ----------------

     1.   During the term of this Agreement, and for a period of one year from
          the date of termination of this Agreement, HE shall not solicit, hire,
          contract with or otherwise utilize, or attempt to utilize UP&UP
          employees or consultants, unless otherwise mutually agreed upon.

     2.   During the term of this Agreement, UP&UP shall not solicit, hire,
          contract with or otherwise utilize, or attempt to utilize, HE
          employees or consultants unless otherwise mutually agreed upon.

G.   CONFIDENTIALITY
     ---------------

     1.   HE and UP&UP acknowledge that in fulfilling the responsibilities set
          forth in this Agreement, HE and UP&UP shall exchange confidential and
          proprietary information concerning business and financial affairs of
          HE and UP&UP, their subsidiaries and other affiliated companies.  HE
          and UP&UP agree not to disclose any such information at any time,
          except as necessary to employees or agents of the parties as required
          by law.

     2.   HE and UP&UP agree that at any time, upon the request of the other,
          each will promptly return any and all written or magnetic media
          material containing, or reflecting, any confidential or proprietary
          business or financial information and will not retain any copies,
          extracts, or other reproductions in whole or in part of such material.

H.   ARBITRATION
     -----------

     1.   HE and UP&UP shall attempt to resolve any controversy or claim
          arising out of, or relating to, this Agreement by mutual cooperation.
          Any controversy or claim arising out of, or relating to, this
          Agreement which cannot be settled by the mutual cooperation of the
          parties shall be settled by binding arbitration rendered by the
          American Arbitration Association standard commercial rules of
          arbitration.

     2.   In all cases submitted to arbitration, HE and UP&UP agree to share
          equally the administrative fee, as well as the Arbitrator's fees, if
          any, unless otherwise assessed by the Arbitrator.  The Arbitrator's
          fee shall be advanced by the initiating party subject to final
          apportionment by the Arbitrator in his or her award.

                                       3

<PAGE>

III. INDEMNIFICATION
     ---------------
     1.  HE  shall  indemnify  and  hold harmless UP&UP and its officers,
         employees,  agents and affiliates against any and all claims, actions,
         expenses and liabilities (including reasonable attorneys fees) related
         to any breach of HE's obligations unless the claim, action,  expense
         or  liability  is found in a final  judgment by a court of competent
         jurisdiction  (not subject to further  appeal) to have  resulted
         directly and solely from UP&UP's performance under this Agreement.

     2.  UP&UP shall  indemnify and hold harmless HE and its officers,
         employees,  agents and  affiliates  against  any  and  all  claims,
         actions,   expenses  and liabilities  (including  reasonable  attorneys
         fees) related to or arising from any breach of UP&UP's obligations
         unless the claim, action, expense or liability is found in a final
         judgment by a court of competent jurisdiction (not subject to further
         appeal) to have resulted  directly and solely from HE's performance
         under this Agreement.

J.   MODIFICATIONS
     -------------

     1.  All amendments or  modifications  to this Agreement shall be mutually
         agreed to in writing by HE and UP&UP.

K.   GOVERNING LAW
     -------------
     1.  This  Agreement  shall be governed in all  respects  by the laws of the
         State of  Delaware.

L.   SEVERABILITY  OF INVALID  PROVISIONS
     ------------------------------------
     1. If any  provision  of this  Agreement is held to be
        illegal, invalid or unenforceable under any state or federal laws
        effective during this term,  such provision shall be fully  severable.
        The Agreement shall  be  construed   and  enforced  as  if  such
        illegal,   invalid  or unenforceable  provision  had  never  comprised
        a  part  hereof,  and  the remaining  provisions  shall  remain in full
        force and effect  despite such severance,   unless  this  Agreement  is
        terminated  by  either  party  in accordance  with the terms of this
        Agreement,  provided  that the  invalid provision  is not  material to
        the overall  purpose and  operation  of this Agreement.

                                       4
<PAGE>


M.   WAIVER
     ------

     1.  The  waiver  by HE or UP&UP of any  breach of any provision of this
         Agreement or warranty or representation  herein set forth shall not be
         construed as a waiver of any subsequent  breach of the same or any
         other  provision.

     2.  The  failure  to  exercise  any right  under this Agreement  shall not
         operate  as a waiver of such  right.  All  rights and remedies
         provided for under this Agreement are cumulative.

N.   HEADINGS
     --------

     1.  The headings in this  Agreement are for  convenience  of reference only
         and shall not be considered  in construing  the  provisions  hereof.

O.   ENTIRE AGREEMENT
     ----------------

     1.  This Agreement contains all of the terms and conditions agreed
         upon by HE and UP&UP  regarding the subject matter of this  Agreement.
         Any prior agreements, promises,  negotiations, or representations,
         either oral or written,  relating to the subject  matter of this
         Agreement that are not expressly  set  forth in this  Agreement  are
         of no force  and  effect.

P.   EMPLOYEES ON OTHER PARTY'S  PREMISES
     ------------------------------------

     1. The employees or authorized  agents of HE and UP&UP  shall  comply
        with the other  party's  working  rules and security  regulations
        at such  time as one party's  employees may be on the premises of the
        other party.

Q.   NOTICE OF  DEFICIENCY
     ---------------------
     1. If either HE or UP&UP, in the opinion of the other,  fails to comply
        with one or more terms and conditions of this  Agreement,  the aggrieved
        party shall give written notice of deficiency to the other party.  The
        party  receiving  such notice shall  have  thirty  (30)  days from the
        receipt  thereof  to  remedy  the deficiency  in order  to  comply  with
        the  terms  and  conditions  of this Agreement.  In the event said
        default is not cured  within the  thirty-day period, the non-defaulting
        party may terminate the Agreement  immediately.

                                       5
<PAGE>

R.   NOTICES
     -------
     1.  All notices  provided by this  Agreement  shall be in writing
         and shall be sent by United States certified mail, postage prepaid,
         to the address of the other party which is set forth in this Agreement,
         or to such other address as the party shall designate in writing.  Any
         notice shall be deemed to be effective  upon mailing.

         If to HE,  attention of:      Michael P. Donovan
                                       Chief Financial Officer
                                       HealthExtras, Inc.
                                       2275 Research Boulevard, 7th Floor
                                       Rockville,  MD 20850

         If to UP&UP,  attention  of:  Joseph M. Mott
                                       Corporate  Secretary
                                       United Payors & United  Providers,  Inc.
                                       2275 Research Boulevard,  6th Floor
                                       Rockville,  MD 20850
S.   BINDING ON SUCCESSORS
     ---------------------

     1.  This Agreement  shall be binding  upon and inure to the  benefit of HE
         and UP&UP and their  respective  successors and permitted  assigns.

T.   ASSIGNMENT
     ----------

     1.  This  Agreement  may not be  assigned  by either  party  without  the
         prior written approval of the other party.

                                       6
<PAGE>


U.   INDEPENDENT RELATIONSHIP
     ------------------------

     1.  None of the  provisions  of this  Agreement  are  intended to create,
         nor shall be deemed or construed to create, any relationship  between
         HE and UP&UP other than that of independent  entities  contracting
         with each other solely for the purposes of effecting the provisions of
         this Agreement.  The parties to this Agreement,  and their respective
         officers,  directors,  or employees, shall not be construed to be joint
         ventures,  or the agent,  employee,  or representative  of the  other,
         except  as  specifically  provided  in this Agreement.

     2.  The parties to this Agreement, and their respective officers,
         directors,  or employees,  shall not be construed to be joint ventures,
         or the agent, employee, or representative of the other, except as
         specifically provided  in this  Agreement.

IN WITNESS  WHEREOF,  the  undersigned  have executed  this  Agreement.

HE:                                      HEALTHEXTRAS,  INC.

December 22, 1999                  By: Michael P.  Donovan
                                       -----------------------------------------
Date                        Signature:  /s/ Michael P.  Donovan
                                       -----------------------------------------
                                Title:  Chief Financial Officer

UP&UP:                                 UNITED PAYORS & UNITED  PROVIDERS,  INC.

December 23,  1999                 By: Joseph M. Mott
                                       -----------------------------------------
Date                        Signature:  /s/  Joseph M. Mott
                                       -----------------------------------------
                                Title: Corporate Secretary

<PAGE>