Report of Independent Accountants

To the Board of Directors and Stockholders of HealthExtras, Inc:

In our opinion, the accompanying balance sheets, the related statements of operations and comprehensive loss, changes in stockholders' (members') equity (deficit), and of cash flows, present fairly, in all material respects, the financial position of HealthExtras, Inc. at December 31, 1998 and 1999, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1999, in conformity with accounting principles generally accepted in the United States. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above.

PricewaterhouseCoopers LLP          

McLean, Virginia
March 2, 2000