Related Party Transactions and Outside Related Director Information

HealthExtras, Inc. (HLEX)

5/1/2006 Proxy Information

Thomas L. Blair is the father of David T. Blair.

During 2005, the Company received legal services from Epstein Becker & Green, P.C. (“EBG”), a law firm in which Mr. Steven Epstein, a Director of the Company, is both a shareholder and executive committee member. Before Mr. Epstein was elected to the Board of the Company, the Company engaged EBG for legal services on a variety of matters and has continued to do so since that time. EBG, one of several law firms routinely providing services to the Company on an as-needed basis, renders its services at the hourly rates typically charged to its other clients, and there is no retainer agreement or other form of contract obligating the use of EBG or creating a financial penalty for not using EBG. The Company’s legal fees from EBG were approximately $331,000 in 2005. The Board has determined that Mr. Epstein’s status as a shareholder and executive committee member of EBG does not affect his independence as a member of the Company’s Board or Ethics, Governance & Nominating Committee.

Due to an immediate need for additional office space to accommodate increased staffing requirements, the Company entered into a sublease agreement with United Medical Bank, FSB (“UMB”) for 4,364 square feet of finished office space on the third floor of 800 King Farm Boulevard. No proximate built-out space was as readily available for such a flexible short-term period. Pursuant to the sublease, UMB passes through its rental costs to the Company. The cost of approximately $28.70 per share foot for rental of the third floor space is comparable to the Company’s current effective cost of $29.55 per square foot for rental of its fourth floor space in the same building. The UMB sublease rent equates to approximately $10,400 per month (approximately $125,250 per year for the first year), and increases approximately 3% per year thereafter through May 14, 2015. The Company may terminate the sublease at any time upon 90 days’ notice. Thomas L. Blair, a director and 10% shareholder, controls the holding company of UMB.