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                                                                   Exhibit 10.08

                              EMPLOYMENT AGREEMENT

         This Employment Agreement (the "Agreement"),  made as of the 1st day of
October,  1999 (the "Effective  Date"), by and between REALMED  CORPORATION,  an
Indiana  corporation  (the  "Company")  and Tim Bird, an individual  resident of
Indiana ("Executive").

         WHEREAS,  the Company  desires to employ  Executive as a Vice President
and Chief  Technology  Officer  and  Executive  desires to be so employed on the
terms and conditions set forth in this Agreement.

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency  of which are  hereby  acknowledged  by  Executive  and the  Company
including,  without  limitation,  the promises and  covenants of the parties set
forth herein, the parties hereto, intending to be legally bound, hereby agree to
as follows:

                                    ARTICLE I
                                   EMPLOYMENT

         Section  1.1 Term of  Employment.  The term of  Executive's  employment
under this  Agreement  shall  commence on October 1, 1999 and  continue  through
November 1, 2004,  unless earlier  terminated as provided in this Agreement.  At
the  end  of  the  initial  five  year-one  month  term,  this  Agreement  shall
automatically  renew for  consecutive  two year terms unless either party hereto
gives written  notice to the other of its intent to terminate  this Agreement at
least  sixty days prior to the end of the initial  term or any  renewal  term (a
"Section 1.1 Termination").

         Section 1.2 Duties and  Responsibilities  of  Executive.  Executive  is
hereby  employed  as a Vice  President  and  Chief  Technology  Officer.  In his
capacity as a Vice  President  and Chief  Technology  Officer,  Executive  shall
report to the  President  of the  Company,  and shall  conduct and perform  such
additional services and activities as may be determined from time to time by the
President,  the Chief  Executive  Officer  and/or the Board of  Directors of the
Company. Executive's authority from, and responsibility to, the Company shall at
all times be  subject  to the  review and  discretion  of the  President,  Chief
Executive Officer and Board of Directors of the Company.  Executive acknowledges
that he has a duty of loyalty to the Company and that Executive is committing to
a full time  executive  position.  Executive  shall not engage in,  directly  or
indirectly,  any other business or activity that could  materially and adversely
affect the Company's business or Executive's ability to perform his duties under
this  Agreement;  provided,  however,  that  the  Executive  shall  be  free  to
participate in civic and charitable activities so long as such activities do not
materially interfere with his duties and responsibilities hereunder.

         Section 1.3       Compensation.  For  services  to be rendered  by
Executive under this Agreement, the Company shall pay Executive as follows:

                  (a)      Base Salary.  For the period  beginning on October 1,
                           1999, and ending October 30, 1999, Executive shall be
                           paid $1,000 per month. Thereafter, Executive shall be

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                           paid a minimum  annual  gross  salary of one  hundred
                           twenty-five  thousand  dollars  ($125,000),   payable
                           biweekly.  Further, upon the closing of the Company's
                           initial public offering ("IPO"),  Executive's  annual
                           gross salary  shall be  increased to $150,000.  At no
                           time  during  the  term  of  this   Agreement   shall
                           Executive's  base salary be decreased from the amount
                           of the base salary then in effect.  Executive's  base
                           salary  shall be  earned  and  accrued  on a per diem
                           basis.

                  (b)      Bonus.   The  Executive  shall  be  paid  a  targeted
                           quarterly bonus of $15,000 on January 31, 2000, April
                           30,  2000,  July  31,  2000  and  October  31,  2000.
                           Commencing upon the IPO, the Executive's bonus target
                           shall be  increased  to $20,000 per quarter and shall
                           be payable  on the same  dates as set forth  above in
                           this Section  1.3(b).  During the first four quarters
                           of   Executive's   employment   with   the   Company,
                           Executive's bonuses shall be guaranteed.

         Section 1.4       Benefits.

                  (a)      Vacation.  Executive  shall be entitled to four weeks
                           paid  vacation  during each  calendar year during the
                           term of this Agreement.  Vacation not used during any
                           calendar year may not be carried  forward to the next
                           year.

                  (b)      Life, Disability and Retirement Programs.  Executive
                           shall be  entitled  to  participate  in any  life,
                           disability  and  retirement  programs  which may from
                           time to time be offered generally to all of the other
                           employees of the Company.

                  (c)      Group  Insurance.  Executive  shall be entitled  to
                           participate in any group health, dental,  and vision
                           insurance  programs  which may from time to time be
                           offered  generally to all of the other  employees of
                           the Company.

         Section  1.5 Stock  Options.  Executive  shall be  granted an option to
purchase  100,000  shares of the  Company  pursuant to that  certain  1999 Stock
Option and Incentive  Plan (the "Plan") and that certain Stock Option  Agreement
dated as of October 1, 1999 ("Option  Agreement") (such options and shares to be
subject to such terms and conditions as set forth in the Option  Agreement).  In
addition,  Executive shall be entitled to participate in any other incentive and
stock  option  plans which may from time to time be offered  generally to all of
the other employees of the Company.

         Section  1.6  Business   Expenses.   Executive  shall  be  entitled  to
reimbursement  of  all  ordinary  and  necessary  business  expenses  reasonably
incurred by him for business  travel  (including  reasonable  moving  expenses),
communications,  entertainment  and meals in connection  with the performance of
Executive's  duties  under  this  Agreement  in  accordance  with the  Company's

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policies for  reimbursement of business  expenses in effect from time to time as
reasonably approved by the Board of Directors of the Company.

                                   ARTICLE II
                             COVENANTS OF EXECUTIVE

         Section 2.1 Confidential  Information.  Executive  acknowledges that in
connection with his employment by the Company, Executive may be given access to,
generate,  or  otherwise  come  into  contact  with or become  aware of  certain
proprietary,  secret and/or confidential information and materials which are the
property of or relate to (a) the Company,  and/or (b) the Company's  business of
electronic health-care industry claims resolution procedures, customers, clients
or suppliers (collectively,  "Confidential Matters"). Confidential Matters shall
include, without limitation,  all information and materials created or developed
by,  provided  to  or  otherwise  disclosed  to  Executive  in  connection  with
Executive's  employment by the Company (excepting only information and materials
already  known  to  the  public),  including,  without  limitation,  all  of the
following:

                  (a)      trade secrets,  know-how and all other  business,
                           financial or technical  information  which gives or
                           could give the Company a competitive advantage;

                  (b)      software used by the Company  (including  source code
                           and object code) and associated  layouts,  templates,
                           processes,  documentation,   databases,  designs  and
                           techniques,    and    all    modifications    thereto
                           (collectively, "Confidential Software");

                  (c)      the  names  and  addresses  of  the  Company's  past,
                           present or  prospective  customers or clients and all
                           documents, information and materials which concern or
                           relate to such  customers or clients,  regardless  of
                           whether such  documents,  information  and  materials
                           were  supplied  or  produced  by the  Company or such
                           customers or clients;

                  (d)      inventions,  improvements,  innovations, research and
                           development,  software and all other  discoveries  or
                           work   product   created  or  used  by  the  Company,
                           including  those which are  conceived or developed by
                           Executive  alone or with  others in  connection  with
                           Executive's  employment by the Company,  or which are
                           conceived or developed by Executive after termination
                           of such employment by using Confidential Matters; and

                  (e)      information   concerning   the  Company's   products,
                           services,  systems, methods,  employees,  technology,
                           suppliers, licensors,  affiliates, financing sources,
                           profits,  revenues,  financial condition and affairs,
                           marketing plans or programs,  and business strategies
                           and practices.

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         Executive  acknowledges  and agrees that  Confidential  Matters are the
property  of the  Company and that  Executive  shall not  acquire any  ownership
rights in Confidential Matters. Executive shall:

                  (a)      use Confidential Matters solely in connection with
                           Executive's employment by the Company; and

                  (b)      hold  Confidential  Matters in trust and  confidence,
                           and use all reasonable  means to assure that they are
                           not directly or indirectly  disclosed to or copied by
                           unauthorized  persons  or  used  in  an  unauthorized
                           manner, both during and after Executive's  employment
                           by the Company.

         Executive shall not load, install,  copy, store or otherwise retain any
Confidential  Software  on any  computer  or other  device  which is not Company
property without first obtaining the Company's written consent.

         To the extent  that  Executive  creates or  develops  any  Confidential
Matters, Executive shall:

                  (a)      promptly disclose them to the Company; and

                  (b)      at the Company's request,  assign them to the Company
                           and execute all documents and do all things necessary
                           to assist  the  Company  in  obtaining  such  patent,
                           copyright,   trademark,  trade  secret  and/or  other
                           protection  as the  Company  in its  sole  discretion
                           deems necessary or  appropriate,  with the Company to
                           pay all resulting expenses.

         Upon  termination  of Executive's  employment  with the Company for any
reason,  Executive shall delete all Confidential  Matters from the memory of any
computer  belonging  to  Executive  and shall turn over to the  Company  (a) all
documents and other materials (including,  without limitation, all tapes, floppy
disks and other forms of electronic storage media) which constitute,  contain or
are derived from Confidential Matters; and (b) all other documents,  notes, work
product  and  other  materials  connected  with or  arising  out of  Executive's
employment with the Company.

         Section  2.2  Non-solicitation  of  Customers.  During  the term of his
employment with the Company under this Agreement,  and for a period of two years
(which shall be extended by the length of any period  during which  Executive is
in  violation  of this Section  2.2) after any  termination  of the  Executive's
employment for any reason other than any termination "without Cause",  Executive
shall not (on  Executive's  own  behalf or that of any other  person or  entity)
directly  or  indirectly  sell or  otherwise  provide  or  solicit  the  sale or
provision  of any  product,  license,  process  or  service  which  directly  or
indirectly competes with any product, license, process or service of the Company

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to any person or entity  which was, at the time of  termination  of  Executive's
employment, a customer or client of the Company.

         Section  2.3   Non-Solicitation  of  Employees.   During  the  term  of
Executive's  employment with the Company under this Agreement,  and for a period
of two years (which  shall be extended by the length of any period  during which
Executive  is in  violation  of this  Section  2.3)  after  any  termination  of
Executive's   employment  with  the  Company  for  any  reason  other  than  any
termination  "without Cause" (the  "Non-solicitation  Period"),  Executive shall
not,  directly or indirectly,  through one or more  intermediaries or otherwise,
hire,  employ,  induce,  solicit  for  employment,  or assist  others in hiring,
employing,  inducing or soliciting  for  employment any individual who is at any
time during the Non-solicitation Period an employee of the Company.

         Section 2.4 Injunctive Relief.  Executive  acknowledges that his actual
or threatened breach of any provision of Article II of this Agreement will cause
or threaten irreparable injury to the Company that cannot adequately be measured
in money  damages,  and that the Company shall be entitled to obtain  injunctive
relief  with  respect  to any such  actual or  threatened  breach by  Executive.
Injunctive relief shall be in addition to and not in lieu of any other available
remedies.

                                   ARTICLE III
                            TERMINATION OF EMPLOYMENT

         Section 3.1 Termination by Company. In addition to termination pursuant
to Section 1.1,  Executive's  employment  under this Agreement may be terminated
during the term of this Agreement as follows:

                  (a)      "for Cause," which for purposes of this Agreement
                            shall mean that the Executive shall have:

                           (i)      committed  an act of  fraud,  embezzlement
                                    or  theft in  connection  with his  duties
                                    under this Agreement at any time subsequent
                                    to the date of this Agreement;
                           (ii)     intentionally  inflicted material damage to
                                    any material  asset of the  Company;
                           (iii)    breached any provision  of  Article  II of
                                    this Agreement;
                           (iv)     engaged in the illegal use of drugs during
                                    the term of this Agreement or been under the
                                    influence of alcohol during the performance
                                    of his duties under this Agreement, which
                                    has or may have a material adverse effect on
                                    the business or operations of the Company or
                                    on the  reputation  of  the Company or  the
                                    Executive;
                           (v)      been  convicted  of any crime  constituting
                                    a felony under applicable law, other than a
                                    felony related to the operation of a motor
                                    vehicle;

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                           (vi)     committed any act of dishonesty against the
                                    Company;
                           (vii)    committed any intentional tort against the
                                    Company or any employee of the Company;
                           (viii)   committed any act of gross  insubordination,
                                    which  has or may  have a  material  adverse
                                    effect on the business or  operations of the
                                    Company or on the  reputation of the Company
                                    or the Executive; or
                           (ix)     resigned for any reason.

                  (b)      "without Cause," which for purposes of this Agreement
                            shall mean that the Executive shall have:

                            (i)     ceased  employment due to Executive's  death
                                    or, subject to any applicable federal, state
                                    or local laws  (including,  but not  limited
                                    to, the Americans  With  Disabilities  Act),
                                    any  disability   which  renders   Executive
                                    incapable of performing his duties hereunder
                                    for more than one  hundred  eighty  calendar
                                    (180) days; or

                            (ii)    for any reason not constituting  "for Cause"
                                    (as defined above) following a determination
                                    by the Board of  Directors of the Company to
                                    terminate Executive's employment;  provided,
                                    however,  that  a  Section  1.1  Termination
                                    shall not constitute a termination  "without
                                    Cause".

         Section 3.2  Severance.  For  purposes of this  Agreement,  Executive's
entitlement to any severance  payments upon  termination of his employment shall
be subject to Executive  entering  into  RealMed's  standard  waiver and release
agreement and shall be as set forth below:

                  (a)     If Executive's employment is terminated by the Company
                          "without Cause" pursuant to Section 3.1(b), then (i)
                          Executive  shall be entitled to severance  pay of 50%
                          of the sum of  Executive's annual rate of base salary
                          then in effect and  Executive's  targeted  bonus for
                          such fiscal year,  payable in a lump sum on the date
                          of such  termination;  and (ii)  all of Executive's
                          rights to  purchase  common stock of the  Company
                          pursuant to a  Regular  Option (as defined in the
                          Option   Agreement)  or  any  Project  Option (as
                          defined  in the  Option Agreement)  that  has  a
                          Technology  Milestone Date (as defined in the Option
                          Agreement)  which is subsequent to the  termination
                          date  shall  vest,  (iii)  the  Company  shall pay
                          Executive  a sum equal to the amount necessary for
                          Executive to pay the Executive's  COBRA payments for
                          the  six (6)  months following  Executive's
                          termination  date;  (iv) the Company  shall pay
                          Executive a  sum equal to  Executive's  per  diem
                          portion of Executive's annual base  salary multiplied
                          by the unused  vacation  days earned by Executive in
                          the year of the termination;

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                  (b)     In  the event of  a Section 1.1 Termination,  a
                          termination of  Executive "for Cause," then Executive
                          shall not receive any severance  pay (and Executive
                          shall  forfeit all unused vacation time and any stock
                          options which have not then  vested), unless,  and to
                          the extent that,  some  severance pay is approved in
                          writing by the Chief Executive Officer of the Company
                          in his sole  discretion.  In the event the Executive
                          shall provide thirty (30) days prior  written  notice
                          of his intent to resign, the Company  may accept such
                          resignation  effective as of any date  during such
                          thirty day period as the Company deems  appropriate,
                          provided  that the Executive  shall receive from the
                          Company  the per diem portion of Executive's  annual
                          salary and be entitled to participate at the Company's
                          expense in any Company sponsored  benefit programs in
                          which he was a participant  as of the  effective  date
                          of his resignation for the duration of such thirty day
                          period.  Notwithstanding  the foregoing,  Executive
                          shall receive the per diem portion of such annual base
                          salary that is  accrued but unpaid up to the date of
                          any termination "for Cause."

                                   ARTICLE IV
                               GENERAL PROVISIONS

         Section 4.1  Withholding  of Taxes.  The Company may withhold  from any
amounts payable under this Agreement all federal, state, city or other taxes and
withholding  as  shall be  required  pursuant  to any  applicable  law,  rule or
regulation.

         Section 4.2 Attorneys' Fees. If either party shall institute litigation
or arbitration to enforce any of its rights under this Agreement, the prevailing
party shall be entitled to recover from the other party the  prevailing  party's
reasonable  attorneys'  fees  and  costs  incurred  in any  such  litigation  or
arbitration.

         Section 4.3 Notice. For purposes of this Agreement,  all communications
including,  without  limitation,   notices,  consents,  requests  or  approvals,
provided  for herein  shall be in writing  and shall be deemed to have been duly
given when  personally  delivered  or five (5)  business  days after having been
mailed by United  States  registered  mail or  certified  mail,  return  receipt
requested,  postage  prepaid,  addressed to the Company (to the attention of the
General  Counsel  of  the  Company)  at its  principal  executive  office  or to
Executive at his principal residence,  or to such other address as any party may
have  furnished to the other in writing and in accordance  herewith,  except the
notices of change of address shall be effective only on receipt.

         Section 4.4 Governing Law. The validity, interpretation,  construction,
performance  and  enforcement of this Agreement shall be governed by the laws of
the State of Indiana,  without  giving  effect to the  principles of conflict of
laws of such State.  Any and all actions  concerning  any dispute  arising under
this Agreement  shall be filed and  maintained  only in a state or federal court

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sitting in the State of Indiana,  and each party hereby  consents and submits to
the jurisdiction of such state or federal court.

         Section  4.5  Validity.  It is not the  intent of any  party  hereto to
violate any public  policy of any  jurisdiction  in which this  Agreement may be
enforced. If any provision of this Agreement or the application of any provision
hereof  to any  person  or  circumstances  is  held  invalid,  unenforceable  or
otherwise  illegal,  the remainder of this Agreement and the application of such
provision to any other person or  circumstances  shall not be affected,  and the
provision so held to be invalid,  unenforceable  or otherwise  illegal  shall be
reformed  to the extent  (and only to the  extent)  necessary  to make it valid,
enforceable and legal.

         Section  4.6 Entire  Agreement.  This  Agreement  supersedes  any other
agreements,  oral or written,  between the parties  with  respect to the subject
matter hereof, and contains all of the agreements and understandings between the
parties  with respect to the  employment  of the  Executive by the Company.  Any
waiver or  modification of any term of this Agreement shall be effective only if
it is set forth in a writing signed by all parties hereto.

         Section 4.7       Successors and Binding Agreement.

                  (a)      This Agreement shall be binding upon and inure to the
                           benefit of the Company and any Successor of or to the
                           Company,  but shall not  otherwise be  assignable  or
                           delegable by the Company.  "Successor" shall mean any
                           successor in interest, including, without limitation,
                           any entity, individual or group of persons acquiring,
                           directly or indirectly  all or  substantially  all of
                           the  business or assets of the  Company,  as the case
                           may  be,  whether  by  sale,  merger,  consolidation,
                           reorganization or otherwise.

                  (b)      The Company  shall  require any Successor to agree at
                           the time of  becoming a  Successor  to  perform  this
                           Agreement to the same extent as the original  parties
                           would be required if no succession had occurred.

                  (c)      This  Agreement  shall inure to the benefit of and be
                           enforceable   by   Executive's   personal   or  legal
                           representatives,  executors,  administrators,  heirs,
                           distributes and legatees.

                  (d)      This  Agreement  is personal in nature and neither of
                           the parties shall,  without the consent of the other,
                           assign,  transfer or delegate  this  Agreement or any
                           rights or obligations  hereunder  except as expressly
                           provided in this Section 4.7.

         Section 4.8       Captions.  The captions in this  Agreement are solely
for  convenience  of  reference  and  shall  not  be  given  any  effect  in the
construction or interpretation of this Agreement.

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         Section 4.9  Miscellaneous.  No  provisions  of this  Agreement  may be
modified, waived or discharged unless such waiver,  modification or discharge is
agreed to in a writing signed by Executive and the Company. No waiver by a party
hereto at any time of any breach by another party hereto or compliance  with any
condition  or  provision  of this  Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provision or conditions at the
same or at any prior or subsequent time.

         Section 4.10  Counterparts.  This  Agreement  may be executed in one or
more  counterparts,  each of which shall be deemed to be an original  but all of
which together will constitute one and the same Agreement.




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         IN WITNESS  WHEREOF,  the parties have caused this Agreement to be duly
executed and delivered as of the date first above written.

"Company"                                         "Executive"


RealMed Corporation                                /s/ Tim Bird

                                                       Tim Bird


By: /s/ Robert J. Hicks
Print Name: Robert J. Hicks
Title: Chief Executive Officer








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