Montreal, Quebec--

BCE Emergis (TSE:IFM) announced today that it has entered into a
definitive agreement to acquire United Payors & United Providers,
Inc. (UP&UP) (NASDAQ: UPUP) of Rockville, Maryland, by way of
merger between a wholly-owned subsidiary and UP&UP. UP&UP
provides claims processing between insurance companies and health
care providers, designed to produce cost savings and offer
benefits for insurance companies while increasing liquidity and
improving efficiency in claims submissions for providers. The
UP&UP national health care network supports over US$3 billion of
medical claims volume through the use of its proprietary
technology and focused client service approach.  BCE Emergis,
with its leading-edge electronic commerce solutions will extend
its expertise in Internet commerce to the UP&UP network. UP&UP
has direct business relations with over 2,900 hospitals, 153,000
physicians, 200 insurance companies, and 14,500 ancillary medical
facilities throughout all 50 states.

"The U.S. healthcare market, with its myriad costs, players and
infrastructures, is perfectly matched to the benefits that the
Internet offers," said W. Brian Edwards, President & CEO, BCE
Emergis.  "With our experience in transaction processing in
healthcare in Canada, we have used the Internet to streamline
costs, improve communications and increase efficiency. With
UP&UP, we see the distinct opportunity to leverage our expertise
in Internet commerce for the U.S. healthcare industry by teaming
with the business partners of UP&UP, and realizing the advantages
of the Internet."

The contemplated transaction is for a price of US$27 per share,
or an aggregate amount of approximately US$580 million, subject
to certain adjustments, for 100% of UP&UP.  The price is to be
paid in cash at closing. The transaction is subject to regulatory
and other approvals, UP&UP shareholder approval, and is
anticipated to close in the second quarter of 2000. Management
and other major shareholders have agreed to vote their shares in
favor of the transaction. UP&UP offers a transactional business
and recurring revenue model and has generated revenues in the
aggregate for the nine months ended September 30, 1999 of US$78.9
million. Morgan Stanley Dean Witter has acted as advisor to BCE
Emergis on this transaction and given a fairness opinion to the
Company on this matter.

"This is an excellent opportunity to leverage the business
relationships and move the UP&UP business to the Internet", said
Thomas L. Blair, Founder and Chairman of United Payors and United
Providers.  "UP&UP does not market to consumers, and does not
determine the benefit coverages for individuals. Rather, through
proprietary technology and customized interfaces with its
clients, UP&UP reduces the administrative burden of payors and
generates medical cost savings primarily through volume discounts
with providers and via claims repricing technology.  BCE Emergis
will contribute its e-commerce and Internet expertise and
solutions to the valued relationships with the insurance
companies and to the business processes, and bring the business
to a network-centric Internet model."

In order to facilitate the transaction, BCE Inc. has committed
CDN$800 million consisting of CDN$650 million of BCE Emergis
common equity, and of a stand-by credit facility CDN$150 million
represented by convertible notes.  BCE Emergis will also enter
the U.S. public market, via a marketed offering to raise funds in
lieu of using the line of credit and to provide additional funds
for general corporate purposes including future growth and
acquisitions.

Brian Edwards continued, "We had said that we would be looking to
extend our expertise into the U.S. in a strategic and focused
manner and we are extremely pleased with this acquisition in that
regard. UP&UP will add significant U.S. revenue and clients to
BCE Emergis' healthcare business, and strong business
relationships with payors and providers in the U.S. More
importantly, we will now have an extremely strong and experienced
U.S. management team, including Thomas Blair, the Founder and
Chairman of UP&UP and Edward Civera, President, both of whom have
been critical to the success and growth of UP&UP.  Both these
leaders will continue on with the BCE Emergis healthcare business
in the U.S. and continue to manage the business and its
employees."

BCE Emergis has been a leader in the processing and adjudication
of healthcare transactions:

* It has established strong claims initiatives with leading
Canadian insurance payors.  By connecting to providers in the
drug and dental field and lately vision care, physiotherapy and
chiropractic, BCE Emergis has emerged as the leading claim
transaction processor in Canada;

* It has extended this claims expertise to include Workers'
Compensation claims and claims evolving from Property and
Casualty insurers;

* It has offered many value-added services to their business
partners including drug utilization review, trial prescription
programs, drug formulary alternatives, provider "next day
payment", and others;

* It has developed an Internet solution for drug reporting as
well as the processing of vision care claims; and

* It has established a compliance program with major
pharmaceutical manufacturers.

The results are leadership in healthcare transaction processing.
Currently, BCE Emergis:

* provides services to 10 of the largest group insurance carriers
in Canada, reaching over 20,000 group policyholders covering in
excess of 6,000,000 Canadians;

* connects in excess of 2,000 employers to Quebec CSST (WCB) as
well as 50 health consultants representing tens of thousands of
employers;

* has processed over 5,900,000 drug utilization transactions;

* has processed in excess of 80,000,000 drug claims including
RAMQ (Health Insurance Board) claims; and 

* has processed over 6,000,000 dental claims.

BCE Emergis delivers network-centric Internet commerce business
solutions that improve customer processes through the exchange of
secure transactions. Combining Internet commerce services,
network infrastructure, security services, and payment solutions
through industry vertical applications, BCE Emergis offers a full
suite of core technologies that are the essential building blocks
for electronic commerce. BCE Emergis, is among the top electronic
commerce providers in North America and is listed on the TSE 100
Composite Index. For more information, please refer to
www.emergis.com.

This news release contains certain forward-looking statements
that reflect the current views and/or expectations of BCE Emergis
with respect to its performance, business and future events. Such
statements are subject to a number of risks, uncertainties and
assumptions. Actual results and events may vary significantly.

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For more information:

Anne Belliveau
General Manager, Public Affairs and Communications
BCE Emergis
(514) 868-2232
Email: abelliveau@emergis.com