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                                                                    Exhibit 4.02

                          REGISTRATION RIGHTS AGREEMENT

         This REGISTRATION RIGHTS AGREEMENT ("Agreement"),  dated as of June 15,
1999, is among Robert B. Peterson, Mark A. Morris, JLT, LP, Gemplus SCA, Gemplus
Corp., West Plains Investment,  Inc., Finno SCA, Candel & Partners,  Allan Green
(the preceding nine  individuals  and entities are hereafter  referred to as the
"Non-Newcourt   Shareholders"),   Newcourt   Financial   USA  Inc.,  a  Delaware
corporation (the "Lender") and RealMed Corporation,  an Indiana corporation (the
"Company").

         WHEREAS,  the Lender has purchased  from the Company  contemporaneously
with the execution of this Agreement a convertible  subordinated promissory note
in a maximum principal amount of $17,500,000 (the "Note");

         WHEREAS, the Note is convertible by its terms into common shares of the
Company (the "Company Common Stock");

         WHEREAS,  the parties hereto desire to enter into this Agreement  which
sets  forth  the  terms  of  certain   registration  rights  applicable  to  the
Registrable Securities (as defined below).

         NOW, THEREFORE, upon the terms and conditions,  and the mutual promises
herein  contained,  and for good and  valuable  consideration,  the  receipt and
adequacy of which are acknowledged, the parties hereto agree as follows:

         1.      Certain Definitions.  As used in this Agreement,  the following
initially capitalized terms shall have the following meanings:

         (a)  "Affiliate"  means,  with respect to any person,  any other person
who,  directly or  indirectly,  is in control of, is  controlled  by or is under
common control with the former person.

         (b) "Holder" and  "Holders"  means the parties  hereto  (other than the
Company) or their respective successors, permitted transferees or assignees.

         (c) "In Registration"  means,  with respect to the Company,  that there
has been an organizational meeting with underwriters regarding a proposed public
offering of the Company's securities.

         (d) "Registrable  Securities"  means Company Common Stock received upon
conversion  of the Note and the  Company  Common  Stock  currently  owned by the
Non-Newcourt  Shareholders  and Lender,  as shown on the attached Exhibit A, any
stock or other  securities into which or for which such Company Common Stock may
hereafter be changed, converted or exchanged, and any other securities issued to
holders of such  Company  Common  Stock (or such  shares into which or for which
such shares are so changed,  converted or exchanged) upon any  reclassification,

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share combination,  share subdivision,  share dividend, merger, consolidation or
similar transactions or events, provided that any such securities shall cease to
be Registrable  Securities  (i) if a registration  statement with respect to the
sale of such securities shall have become effective under the Securities Act and
such  securities are sold pursuant to such  registration  statement,  or (ii) if
such securities shall have been  distributed  pursuant to Rule 144, Rule 144A or
Rule 145(d).

         (e) "Registration Expenses" means all reasonable expenses in connection
with any  registration  of  securities  pursuant  to this  Agreement  including,
without  limitation,  the  following:  (i)  SEC  filing  fees;  (ii)  the  fees,
disbursements   and  expenses  of  the  Company's  counsel  and  accountants  in
connection with the registration of the Registrable Securities to be disposed of
under the Securities Act; (iii) all expenses in connection with the preparation,
printing and filing of the registration statement, any preliminary prospectus or
final  prospectus  and amendments  and  supplements  thereto and the mailing and
delivering of copies  thereof to any Holders,  underwriters  and dealers and all
expenses incidental to delivery of the Registrable Securities;  (iv) the cost of
producing blue sky or legal investment memoranda; (v) all expenses in connection
with the  qualification  of the  Registrable  Securities  to be  disposed of for
offering  and  sale  under  state  securities  laws,   including  the  fees  and
disbursements of counsel for the underwriters or Holders in connection with such
qualification and in connection with any blue sky and legal investments surveys;
(vi) the filing fees  incident to securing any  required  review by the National
Association  of  Securities  Dealers,  Inc.  of the  terms  of the  sale  of the
Registrable Securities to be disposed of; (vii) transfer agents',  depositaries'
and  registrars'  fees and the fees of any other agent  appointed in  connection
with  such  offering;  (viii)  all  security  engraving  and  security  printing
expenses;  (ix) all fees and expenses  payable in connection with the listing of
the Registrable Securities on each securities exchange or inter-dealer quotation
system on which a class of  common  equity  securities  of the  Company  is then
listed; and (x) courier, overnight, and delivery expenses; provided further that
Registration Expenses shall not include any underwriting discounts,  commissions
or fees attributable to the sale of the Registrable Securities.

         (f)   "Restricted Securities" has  the same meaning as in Rule 144(a)
(3) (as hereinafter defined).

         (g)   "Rule 144" means Rule 144 promulgated under the Securities Act,
or any successor rule to similar effect.

         (h)   "Rule 144A" means Rule 144A promulgated under the Securities Act,
or any successor rule to similar effect.

         (i)   "Rule 145" means Rule 145 promulgated under the Securities Act,
or any successor rule to similar effect.

         (j)   "SEC" means the United States Securities and Exchange Commission.

         (l)   "Securities Act" means the Securities Act of 1933, as  amended,
or any successor statute, and the rules and regulations of the SEC  promulgated
thereunder.

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         2.  Piggyback  Registration.  If the  Company at any time  proposes  to
register any of its Common Stock or any other of its common  equity  securities,
including any security  convertible  into or exchangeable  for any of its common
equity securities  (collectively,  "Other  Securities") under the Securities Act
(other than a registration described in paragraph (c) of this Section),  whether
or not for sale for its own account, in a manner which would permit registration
of  Registrable  Securities for sale for cash to the public under the Securities
Act,  it will each such time give  prompt  written  notice to the Holders of its
intention  to do so at least 20 business  days prior to the  anticipated  filing
date of the registration  statement relating to such  registration.  Such notice
shall offer Holders the  opportunity to include in such  registration  statement
any or all of the  Registrable  Securities  owned by each such Holder.  Upon the
receipt of the  Company's  notice  (which  request  shall  specify the number of
Registrable  Securities  intended to be disposed of and the  intended  method of
disposition  thereof),  the  Company  shall  effect,  in the manner set forth in
Section 4, in connection  with the  registration  of the Other  Securities,  the
registration  under  the  Securities  Act of all  Registrable  Securities  which
Company has been so requested to register,  to the extent required to permit the
disposition  (in  accordance  with  such  intended   methods   thereof)  of  the
Registrable Securities so requested to be registered, provided that:

         (a) if at any time after  giving  written  notice of its  intention  to
register other securities and prior to the effective date of such  registration,
the  Company  shall  determine  for  any  reason  not to  register  or to  delay
registration of such securities,  the Company may, at its election, give written
notice of such determination to the Holders and, thereupon, (A) in the case of a
determination  not to register,  the Company shall be relieved of its obligation
to register any Registrable  Securities in connection with such registration and
(B) in the case of a determination to delay such registration, the Company shall
be permitted to delay registration of any Registrable Securities requested to be
included in such  registration  for the same period as the delay in  registering
such Other Securities;

         (b) if the  registration  referred  to in the  first  sentence  of this
Section  2 is to be an  underwritten  primary  registration  on  behalf  of  the
Company,  and the managing  underwriter  advises the Company in writing  (with a
copy to the Holders)  that,  in such firm's good faith  opinion,  such  offering
would be  materially  and  adversely  affected by the  inclusion  therein of the
Registrable  Securities  requested  to be included  therein,  the Company  shall
include in such registration: (1) first, all securities Company proposes to sell
for its own account ("Company Securities"), (2) second, up to the full number of
Registrable   Securities  held  by  Lender  (or  its  successor,   or  permitted
transferees or assignees) (the "Newcourt  Holders")  requested to be included in
such registration,  (3) third, up to the full number of Registerable  Securities
held  by  the  Non-Newcourt  Shareholders  requested  to  be  included  in  such
registration, and (4) fourth, other securities, if any, requested to be included
therein by the holders thereof (the "Other Holders"), in excess of the number or
dollar  amount  of  securities  the  Company  proposes  to  sell  which,  in the
good-faith  opinion  of the  managing  underwriter,  can be so sold  without  so
materially  and adversely  affecting  such offering  (and, if less than the full
number of such  Registrable  Securities  in  either  clause  (2) or clause  (3),
allocated pro rata among the Holders of such Registrable  Securities  subject to
such clause on the basis of the number of securities  requested to be registered
in such registration by each such Holder which is subject to such clause); and

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         (c) the Company  shall not be required  to effect any  registration  of
Registrable  Securities  under this Section 2 incidental to the  registration of
any of its securities in connection with mergers, acquisitions, exchange offers,
subscription  offers,  dividend  reinvestment  plans  or stock  option  or other
executive or employee benefit or compensation plans.

         3. Expenses, Underwriting Discounts,  Commissions and Fees. The Company
agrees to pay all Registration  Expenses with respect to an offering pursuant to
Section 2 hereof, provided that, the Company shall have no obligation to pay any
underwriting discounts, commissions or fees (including, but not limited to, fees
for Holders' counsel) relating to Registrable Securities.  All such underwriting
discounts, commissions and fees of each Holder shall be borne by that Holder.

         4. Registration  and  Qualifications.  If and  whenever  the Company is
required to use its reasonable  best efforts to effect the  registration  of any
Registrable Securities under the Securities Act as provided in Section 2 hereof,
the Company shall:

         (a) prepare and file a registration  statement under the Securities Act
relating to the Registrable Securities to be offered as soon as practicable, but
in no event later than 30 days (45 days if the applicable  registration  form is
other than Form S-3 or a successor form thereto) after the date notice is given,
and use its reasonable best efforts to cause the same to become effective within
60 days after the date notice is given (90 days if the  applicable  registration
form is other than Form S-3 or a successor form thereto);

         (b) prepare and file with the SEC such  amendments  and  supplements to
such registration  statement and the prospectus used in connection  therewith as
may be necessary to keep such registration  statement effective for 90 days (or,
in the  case of an  underwritten  offering,  such  shorter  time  period  as the
underwriters may require);

         (c) furnish to the Holders and to any  underwriter of such  Registrable
Securities such number of conformed copies of such registration statement and of
each  such  amendment  and  supplement  thereto  (in  each  case  including  all
exhibits), such number of copies of the prospectus included in such registration
statement (including each preliminary prospectus and any summary prospectus), in
conformity  with  the  requirements  of  the  Securities  Act,  and  such  other
documents, as the Holders or such underwriter may reasonably request in order to
facilitate the public sale of the Registrable Securities,  and a copy of any and
all transmittal letters or other  correspondence to, or received from the SEC or
any other  governmental  agency or  self-regulatory  body or other  body  having
jurisdiction (including any domestic or foreign securities exchange) relating to
such offering;

         (d)  use its  reasonable  best  efforts  to  register  or  qualify  all
Registrable   Securities  covered  by  such  registration  statement  under  the
securities or blue sky laws of such  jurisdictions  as may be necessary to offer
and  sell  the  Registrable  Securities  in  those  jurisdictions,  and  use its
reasonable  best  efforts to obtain all  appropriate  registration,  permits and
consents  required in  connection  therewith,  and do any and all other acts and
things  which may be  necessary  or  advisable to enable the Holders or any such
underwriter  to  consummate  the  disposition  in  such   jurisdictions  of  its

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Registrable Securities covered by such registration statement; provided that the
Company  shall not for any such  purpose  be  required  to  register  or qualify
generally to do business as a foreign corporation in any jurisdiction wherein it
is not so qualified,  or to subject itself to taxation in any such jurisdiction,
or to consent to general service of process in any such jurisdiction;

         (e) (i) furnish an opinion of counsel for the Company  addressed to the
underwriters  and the  Holders  and  dated  the date of the  closing  under  the
underwriting agreement (if any) (or if such offering is not underwritten,  dated
the effective  date of the  registration  statement),  and (ii) furnish a letter
addressed to the Holders, if permissible under applicable  accounting practices,
and signed by the independent  public accountants who have audited the Company's
financial statements included in such registration  statement, in each such case
covering  substantially  the same  matters  with  respect  to such  registration
statement (and the prospectus  included  therein) as are customarily  covered in
opinions  of  issuer's  counsel  and  in  accountants'   letters   delivered  to
underwriters  in  underwritten  public  offerings of  securities  and such other
matters  as the  Holders  may  reasonably  request  and,  in the  case  of  such
accountants'  letter,  with  respect  to events  subsequent  to the date of such
financial statements;

         (f) immediately notify each Holder of Registrable  Securities  included
in such registration (each a "Selling Holder") in writing (i) at any time when a
prospectus  relating  to a  registration  pursuant  to  Section 2 or 3 hereof is
required to be delivered  under the Securities Act of the happening of any event
as a result of which the prospectus included in such registration  statement, as
then in effect,  includes an untrue  statement of any material  fact or omits to
state any material fact  required to be stated  therein or necessary to make the
statements  therein,  in light of the circumstances  under which they were made,
not misleading,  and (ii) of any request by the SEC or any other regulatory body
or other body having  jurisdiction  in respect of any amendment of or supplement
to any registration  statement or other document relating to such offering,  and
in either  such  case (i) or (ii) at the  request  of the  Holders  prepare  and
furnish to the Holders a reasonable  number of copies of a  supplement  to or an
amendment  of  such  prospectus  as may be  necessary  so  that,  as  thereafter
delivered to the  purchasers of such  Registrable  Securities,  such  prospectus
shall not  include an untrue  statement  of a  material  fact or omit to state a
material fact required to be stated  therein or necessary to make the statements
therein,  in  light  of  the  circumstances  under  which  they  are  made,  not
misleading;

         (g)  furnish  unlegended   certificates   representing  ownership  of
the  Registrable  Securities  being  sold  in such  denominations  as  shall  be
requested by the Holders or the underwriters; and

         (h)  otherwise  use its  reasonable  best  efforts  to comply  with all
applicable  rules and  regulations of the SEC relating to the  registration  and
distribution of the Registrable Securities,  and take all other reasonable steps
necessary and appropriate to effect all registrations in the manner contemplated
by this Agreement.

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         5.  Underwriting; Due Diligence.

         (a) If requested by the underwriters  for any underwritten  offering of
Registrable   Securities  pursuant  to  a  registration   requested  under  this
Agreement,  the Company  shall enter into an  underwriting  agreement  with such
underwriters for such offering,  such agreement to contain such  representations
and  warranties  by the  Company  and such  other  terms and  provisions  as are
customarily  contained  in  underwriting  agreements  with  respect to secondary
distribution,   including,  without  limitation,  indemnities  and  contribution
substantially  to the effect and to the extent  provided in Section 7 hereof and
the provision of opinions of counsel and accountants'  letters to the effect and
to the extent  provided in Section  5(e)  hereof.  The Selling  Holders on whose
behalf the  Registrable  Securities are to be  distributed by such  underwriters
shall be parties to any such underwriting  agreement and the representations and
warranties  by, and the other  agreements on the part of, the Company to and for
the benefit of such  underwriters,  shall also be made to and for the benefit of
such  Selling  Holders.  Such  underwriting  agreement  shall also  contain such
representations  and  warranties  by the  Selling  Holders  on whose  behalf the
Registrable  Securities are to be distributed  as are  customarily  contained in
underwriting agreements with respect to secondary distributions.

         (b) In the event  that any  registration  pursuant  to  Section 2 shall
involve, in whole or in part, an underwritten offering,  Company may require the
Registrable  Securities  requested to be registered  pursuant to Section 2 to be
included  in such  underwriting  on the same  terms and  conditions  as shall be
applicable to the other  securities being sold through  underwriters  under such
registration.  If requested by the underwriters for such underwritten  offering,
the  Selling  Holders  on whose  behalf  the  Registrable  Securities  are to be
distributed shall enter into an underwriting  agreement with such  underwriters,
such  agreement to contain such  representations  and  warranties by the Selling
Holders and such other terms and  provisions  as are  customarily  contained  in
underwriting  agreements  with  respect to  secondary  distributions,  including
without limitation, indemnities and contribution substantially to the effect and
to the extent provided in Section 6 hereof.  Such  underwriting  agreement shall
also  contain  such  representations  and  warranties  by Company and such other
person or entity for whose account securities are being sold in such offering as
are customarily  contained in underwriting  agreements with respect to secondary
distributions.

         (c) In connection with the preparation and filing of each  registration
statement  registering  Registrable  Securities  under the  Securities  Act, the
Company  shall  give  the  Holders  and  the  underwriters,  if any,  and  their
respective counsel and accountants,  such reasonable and customary access to its
books and records and such  opportunities to discuss the business of the Company
with its officers and the independent  public accountants who have certified the
Company's  financial  statements  as shall be  necessary,  in the opinion of the
Holders  and such  underwriters  or  their  respective  counsel,  to  conduct  a
reasonable investigation within the meaning of the Securities Act.

         6.  Indemnification and Contribution.

         (a) In the  case  of  each  offering  of  Registrable  Securities  made
pursuant to this  Agreement,  the Company  agrees to indemnify and hold harmless

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each  Holder,  its officers  and  directors,  each  underwriter  of  Registrable
Securities so offered and each person, if any, who controls any of the foregoing
persons within the meaning of Section 15 of the Securities Act, from and against
any and all claims, liabilities,  losses, damages, expenses and judgments, joint
or  several,  to  which  they or any of  them  may  become  subject,  under  the
Securities  Act or  otherwise,  including  any amount paid in  settlement of any
litigation  commenced or threatened,  and shall promptly  reimburse them, as and
when incurred,  for any reasonable  legal or other expenses  incurred by them in
connection with  investigating any claims and defending any actions,  insofar as
such losses,  claims,  damages,  liabilities  or actions  shall arise out of, or
shall be based upon,  any untrue  statement  or alleged  untrue  statement  of a
material fact contained in the registration  statement (or in any preliminary or
final  prospectus  included  therein,  or any  amendment  thereto or  supplement
thereto,  or in any document  incorporated by reference therein, or any omission
or alleged  omission  to state  therein a material  fact  required  to be stated
therein or necessary to make the statements  therein not misleading);  provided,
however, that the Company shall not be liable to a particular Holder in any such
case to the extent that any such loss, claim, damage, liability or action arises
out of, or is based upon, any untrue statement or alleged untrue  statement,  or
any  omission,  if such  statement or omission  shall have been made in reliance
upon and in conformity with information relating to such Holder furnished to the
Company in writing by or on behalf of such  Holder  specifically  for use in the
preparation  of the  registration  statement  (or in any  preliminary  or  final
prospectus  included  therein) or any amendment  thereof or supplement  thereto.
Such  indemnity  shall  remain  in  full  force  and  effect  regardless  of any
investigation made by or on behalf of a Holder and shall survive the transfer of
such  securities.  The  foregoing  indemnity  agreement  is in  addition  to any
liability which the Company may otherwise have to each Holder,  its officers and
directors,  underwriters of the Registrable Securities or any controlling person
of the foregoing;  provided,  further, that, as to any underwriter or any person
controlling  any  underwriter,  this  indemnity  does  not  apply  to any  loss,
liability,  claim,  damage or  expense  arising  out of or based upon any untrue
statement or alleged  untrue  statement  or omission or alleged  omission in any
preliminary  prospectus if a copy of a prospectus was not sent or given by or on
behalf of an underwriter  to such person  asserting  such loss,  claim,  damage,
liability or action at or prior to the written  confirmation  of the sale of the
Registrable  Securities  as  required  by the  Securities  Act and  such  untrue
statement or omission had been corrected in such prospectus.

         (b) In the case of each offering made pursuant to this Agreement,  each
Holder of Registrable  Securities  included in such offering,  by exercising its
registration  rights  hereunder,  agrees  to  indemnify  and hold  harmless  the
Company, its officers and directors and each person, if any, who controls any of
the foregoing (within the meaning of Section 15 of the Securities Act), from and
against any and all claims, liability,  losses, damages, expenses and judgments,
joint or  several,  to which they or any of them may become  subject,  under the
Securities  Act or  otherwise,  including  any amount paid in  settlement of any
litigation commenced,  or threatened,  and shall promptly reimburse them, as and
when incurred,  for any legal or other  expenses  incurred by them in connection
with  investigating  any claims and defending  any actions,  insofar as any such
losses, claims, damages,  liabilities or actions shall arise out of, or shall be
based upon, any untrue  statement or alleged untrue statement of a material fact
contained  in  the  registration  statement  (or  in any  preliminary  or  final
prospectus  included therein) or any amendment thereof or supplement thereto, or

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any omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements  therein not misleading,  but
in each case only to the extent that such untrue statement of a material fact is
contained in, or such material  fact is omitted  from,  information  relating to
such Holder  furnished  in writing to the Company by or on behalf of such Holder
specifically  for use in the preparation of such  registration  statement (or in
any preliminary or final prospectus  included therein).  The foregoing indemnity
is in addition to any  liability  which such  Holder may  otherwise  have to the
Company,  or any of its directors,  officers or controlling  persons;  provided,
however,  that, as to any underwriter or any person controlling any underwriter,
this indemnity does not apply to any loss,  liability,  claim, damage or expense
arising out of or based upon any untrue statement or alleged untrue statement or
omission  or  alleged  omission  in any  preliminary  prospectus  if a copy of a
prospectus  was not sent or  given by or on  behalf  of an  underwriter  to such
person asserting such loss,  claim,  damage,  liability or action at or prior to
the written  confirmation of the sale of the Registrable  Securities as required
by the Securities  Act and such untrue  statement or omission had been corrected
in such  prospectus.  In no event,  however,  shall a Holder be  required to pay
pursuant to this  Section  6(b) an amount in the  aggregate in excess of the net
proceeds  received by such  Holder in  connection  with the sale of  Registrable
Securities in the offering which is the subject of such loss,  claim,  damage or
liability.

         (c)  Procedure  for  Indemnification.   Each  party  indemnified  under
paragraph (a) or (b) of this Section 6 shall,  promptly  after receipt of notice
of any claim or the commencement of any action against such indemnified party in
respect of which  indemnity  may be sought,  notify  the  indemnifying  party in
writing of the claim or the commencement  thereof;  provided that the failure to
notify the  indemnifying  party shall not relieve it from any liability which it
may have to an indemnified party on account of the indemnity agreement contained
in paragraph (a) or (b) of this Section 7, except to the extent the indemnifying
party was actually prejudiced by such failure, and in no event shall relieve the
indemnifying  party  from  any  other  liability  which  it  may  have  to  such
indemnified  party.  If any such  claim or action  shall be  brought  against an
indemnified  party,  and it shall notify the  indemnifying  party  thereof,  the
indemnifying party shall be entitled to participate therein,  and, to the extent
that it wishes,  jointly with any other similarly notified indemnifying party to
assume  the  defense  thereof  with  counsel  reasonably   satisfactory  to  the
indemnified  party.  After notice from the indemnifying party to the indemnified
party of its  election  to assume  the  defense  of such  claim or  action,  the
indemnifying  party  shall not be liable to the  indemnified  party  under  this
Section  7 for  any  legal  or  other  expenses  subsequently  incurred  by  the
indemnified  party in connection  with the defense thereof other than reasonable
costs of investigation;  provided that each indemnified  party, its officers and
directors,  if any, and each person, if any, who controls such indemnified party
within  the  meaning  of the  Securities  Act,  shall  have the  right to employ
separate counsel reasonably approved by the indemnifying party to represent them
if the named parties to any action  (including  any impleaded  parties)  include
both such  indemnified  party and an  indemnifying  party or an  affiliate of an
indemnifying  party,  and such  indemnified  party  shall  have been  advised by
counsel  either (i) that there may be one or more legal  defenses  available  to
such indemnified  party that are different from or additional to those available
to such  indemnifying  party or such  affiliate  or (ii) a  conflict  may  exist
between such indemnified  party and such  indemnifying  party or such affiliate,
and in that event the fees and  expenses  of one such  separate  counsel for all

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such indemnified parties shall be paid by the indemnifying party. An indemnified
party will not enter into any settlement  agreement which is not approved by the
indemnifying  party, which approval shall not to be unreasonably  withheld.  The
indemnifying  party may not agree to any  settlement of any such claim or action
which  provides for any remedy or relief other than  monetary  damages for which
the indemnifying party shall be responsible hereunder, without the prior written
consent of the indemnified party, which shall not be unreasonably  withheld, and
any such settlement agreement shall contain a complete and unconditional release
from liability of each indemnified party.  Notwithstanding the foregoing,  if at
any time an  indemnified  party shall have  requested an  indemnifying  party to
reimburse the indemnified party for fees and expenses of counsel as contemplated
by this Section 7, the indemnifying party agrees that it shall be liable for any
settlement  effected  without  its  written  consent if (i) such  settlement  is
entered into more than 30 business days after receipt by such indemnifying party
of the  aforesaid  request  and (ii)  such  indemnifying  party  shall  not have
reimbursed the  indemnified  party in accordance  with such request prior to the
date of settlement.  In any action hereunder as to which the indemnifying  party
has assumed the defense  thereof with  counsel  reasonably  satisfactory  to the
indemnified  party,  the  indemnified  party  shall  continue  to be entitled to
participate in the defense thereof,  with counsel of its own choice, but, except
as set forth above, the indemnifying  party shall not be obligated  hereunder to
reimburse the  indemnified  party for the costs thereof.  In all instances,  the
indemnified  party  shall  cooperate  fully with the  indemnifying  party or its
counsel in the defense of each claim or action.

         If the  indemnification  provided  for in this  Section 6 shall for any
reason be  unavailable to an  indemnified  party in respect of any loss,  claim,
damage or liability, or any action in respect thereof,  referred to herein, then
each indemnifying  party shall, in lieu of indemnifying such indemnified  party,
contribute to the amount paid or payable by such  indemnified  party as a result
of such loss, claim, damage or liability,  or action in respect thereof, in such
proportion  as  shall  be  appropriate  to  reflect  the  relative  fault of the
indemnifying  party on the one hand and the indemnified  party on the other with
respect to the  statements  or  omissions  which  resulted in such loss,  claim,
damage or liability, or action in respect thereof, as well as any other relevant
equitable considerations. The relative fault shall be determined by reference to
whether the untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by the
indemnifying  party on the one hand or the indemnified  party on the other,  the
intent of the parties and their relative  knowledge,  access to information  and
opportunity  to  correct or  prevent  such  statement  or  omission,  but not by
reference to any indemnified  party's stock  ownership in Company.  In no event,
however, shall a Holder be required to contribute in excess of the amount of the
net proceeds  received by such Holder in connection with the sale of Registrable
Securities in the offering which is the subject of such loss,  claim,  damage or
liability. The amount paid or payable by an indemnified party as a result of the
loss,  claim,  damage or liability,  or action in respect  thereof,  referred to
above in this  paragraph  shall be  deemed  to  include,  for  purposes  of this
paragraph,  any legal or other expenses  reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim. No
person  guilty of  fraudulent  misrepresentation  (within the meaning of Section
11(f) of the Securities Act) shall be entitled to  contribution  from any person
who was not guilty of such fraudulent misrepresentation.

                                       9

<PAGE>

         7.  Rules 144 and 145. Company  shall take such  measures and file such
information,  documents  and  reports  as  shall  be  required  by the  SEC as a
condition  to  the   availability  of  Rules  144  and  145  (or  any  successor
provisions).

         8.  No Transfer of Registration Rights.

         (a) Holders may not  transfer  any portion of their  rights  under this
Agreement  except that Holders may transfer such rights to transferees who agree
in writing to the terms and conditions of this Agreement.

         (b) No transfer of  registration  rights pursuant to this Section shall
be  effective  unless  Company has  received  written  notice of an intention to
transfer at least 10 days prior to Holder's  successor  entering  into a binding
agreement  to  transfer  Registrable  Securities.  Such  notice need not contain
proposed  terms or name a  proposed  transferee.  On or  before  the time of the
transfer, Company shall receive a written notice stating the name and address of
any transferee and identifying the amount of Registrable Securities with respect
to which the rights under this Agreement are being transferred and the nature of
the rights to transferred.

         (c) After any such transfer,  Holder shall retain its rights under this
Agreement with respect to all other Registrable Securities owned by Holder.

         (d) Upon the request of Holder's  successor,  Company  shall  execute a
Registration  Rights  Agreement  with such  transferee or a proposed  transferee
substantially similar to this Agreement.

         9.  Miscellaneous.

         (a)  Injunctions.  Each party  acknowledges and agrees that irreparable
damage would occur in the event that any of the provisions of this Agreement was
not performed in accordance  with its specific terms or was otherwise  breached.
Therefore,  each party shall be  entitled to an  injunction  or  injunctions  to
prevent breaches of the provisions of this Agreement and to enforce specifically
the terms and provisions  hereof in any court having  jurisdiction,  such remedy
being in addition to any other remedy to which such party may be entitled at law
or in equity. Each party hereby irrevocably waives trial by jury.

         (b) Severability. If any term or provision of this Agreement is held by
a court of competent  jurisdiction  to be invalid,  void or  unenforceable,  the
remainder  of the terms and  provisions  set forth  herein  shall remain in full
force and effect and shall in no way be affected,  impaired or invalidated,  and
each of the parties shall use its reasonable  best efforts to find and employ an
alternative  means to achieve the same or substantially  the same result as that
contemplated by such term or provision.

         (c)  Further  Assurances.   Subject  to  the  specific  terms  of  this
Agreement,  each of the parties  hereto  shall make,  execute,  acknowledge  and

                                       10

<PAGE>

deliver such other  instruments and documents,  and take all such other actions,
as may be  reasonably  required  in order to  effectuate  the  purposes  of this
Agreement and to consummate the transactions contemplated hereby.

         (d)  Waivers,  etc. No failure or delay on the part of either party (or
the intended  third-party  beneficiaries  referred to herein) in exercising  any
power or right hereunder shall operate as a waiver thereof, nor shall any single
or  partial  exercise  of  any  such  right  or  power,  or any  abandonment  or
discontinuance of steps to enforce such a right or power,  preclude any other or
further  exercise  thereof  or the  exercise  of any other  right or  power.  No
modification  or waiver of any  provision of this  Agreement  nor consent to any
departure  therefrom shall in any event be effective unless the same shall be in
writing and signed by an  authorized  officer of each of the  parties,  and then
such waiver or consent shall be effective only in the specific  instance and for
the purpose for which given.

         (e) Entire  Agreement.  This Agreement  contains the final and complete
understanding of the parties with respect to its subject matter.  This Agreement
supersedes all prior agreements and understandings between the parties,  whether
written or oral, with respect to the subject matter hereof.

         (f)  Counterparts.  For the convenience of the parties,  this Agreement
may be executed in any number of counterparts,  each of which shall be deemed to
be an original but all of which together  shall be one and the same  instrument.
Any facsimile  transmission  of a signed  counterpart of this Agreement shall be
deemed to be an original  counterpart and all signatures appearing thereon shall
be deemed to be originals.

         (g)  Amendment.  This  Agreement may be amended only by a written
instrument duly  executed by an authorized  officer of each of the parties.

         (h) Notices.  Unless expressly  provided herein,  all notices,  claims,
certificates,  requests,  demands and other communications hereunder shall be in
writing and shall be deemed to be duly given (i) when  personally  delivered  or
(ii) if mailed,  registered or certified mail,  postage prepaid,  return receipt
requested,  on the date the return  receipt is executed or the letter refused by
the addressee or its agent or (iii) if sent by overnight  courier which delivers
only  upon  the  signed  receipt  of the  addressee,  on the  date  the  receipt
acknowledgment is executed or refused by the addressee or its agent:

         (i)      if to Robert B. Peterson:
                  RealMed Corporation
                  Suite 350
                  10333 N. Meridian Street
                  Indianapolis, Indiana  46290
                  Attn: Robert B. Peterson
                  Facsimile Number:  (317) 580-0027


                                       11

<PAGE>

         (ii)     if to Mark A. Morris:
                  RealMed Corporation
                  Suite 350
                  10333 N. Meridian Street
                  Indianapolis, Indiana  46290
                  Attn:  Mark A. Morris
                  Facsimile Number: (317) 580-0027

         (iii)    if to JLT:
                  Conseco Companies
                  11825 N. Pennsylvania Street
                  Carmel, Indiana  46032
                  Attn:  Rollin M. Dick
                  Facsimile Number: (317) 817-6327

         (iv)     if to Gemplus SCA:
                  Avenue du Pic de Bertange
                  B.P. 100
                  13881 Gemenos Cedex
                  France
                  Attn:  Legal Dept.
                  Facsimile Number:  011-33-4-42-36-59-27

                  with copies to:
                  Gemplus Corp.
                  Suite 300
                  3 Lagoon Drive
                  Redwood City, California  94065-1566
                  Attn:  Legal Dept.
                  Facsimile Number:  (650) 654-2920

         (v)      if to Gemplus Corp.:
                  Suite 300
                  3 Lagoon Drive
                  Redwood City, California  94065-1566
                  Attn:  Legal Dept.
                  Facsimile Number:  (650) 654-2920

         (vi)     if to West Plains Investment, Inc.:
                  c/o Candel & Partners
                  4 Avenue Hoche
                  75008 Paris, France
                  Attn:  Allan Green
                  Facsimile Number:  011-331-56-791029

                                       12

<PAGE>

         (vii)    if to Finno SCA:
                  c/o Candel & Partners
                  4 Avenue Hoche
                  75008 Paris, France
                  Attn:  Allan Green
                  Facsimile Number:  011-331-56-791029

         (viii)   If to Candel & Partners:
                  4 Avenue Hoche
                  75008 Paris, France
                  Attn:  Allan Green
                  Facsimile Number:  011-331-56-791029

         (ix)     if to Allan Green:
                  4 Avenue Hoche
                  75008 Paris, France
                  Facsimile Number:  011-331-56-791029

         (x)      if to the Lender:
                  Newcourt Financial USA Inc.
                  Two Gatehall Drive
                  Parsippany, New Jersey  07054-4525
                  Attn:  Bradley D. Nullmeyer
                  Facsimile Number:  (973) 889-5235

                  with copies to:
                  Eric R. Johnson
                  Sommer & Barnard, PC
                  4000 Bank One Tower
                  Indianapolis, Indiana 46204
                  Facsimile Number: (317) 236-9802






                                       13

<PAGE>

         (xi)     if to the Company:
                  RealMed Corporation
                  Suite 350
                  10333 N. Meridian Street
                  Indianapolis, Indiana  46290
                  Attn: Robert J. Hicks, Chief Executive Officer
                  Facsimile Number:  (317) 580-0027

                  with copies to:
                  Robert S. Wynne
                  Baker & Daniels
                  Suite 2700
                  300 N. Meridian Street
                  Indianapolis, Indiana  46204-1782
                  Facsimile Number:  (317) 237-1000

         (vi)     if to a successor, transferee or assignee, Holder of
                  Registrable Securities, to the address provided by such
                  Holder;

or to such other address as may have previously  furnished to the other party in
writing in the manner set forth above.

         (i)  GOVERNING  LAW.  THIS  AGREEMENT  AND THE RIGHTS AND  OBLIGATIONS
OF THE PARTIES  HEREUNDER  SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED
BY THE INTERNAL LAWS OF THE STATE OF INDIANA.

         (j) Assignment;  Beneficiaries.  Except as provided herein, the parties
may not assign their rights under this  Agreement.  The Company may not delegate
its  obligations  under this  Agreement.  Notwithstanding  the foregoing,  it is
expressly  understood,  intended  and  agreed by the  parties  hereto  that this
Agreement  is intended  to benefit  the  Holders  and that each of the  Holders,
together with such Holder's permitted successors, assigns and transferees, shall
be a beneficiary of the respective rights,  obligations,  duties, privileges and
responsibilities  under this  Agreement  and shall be  entitled  to enforce  the
provisions hereof as though such Holder were a party hereto.

         (k)  Headings.  The  headings  in this  Agreement  are for  purposes of
convenience of reference only,  shall not be deemed to constitute a part of this
Agreement and shall not be considered in construing the terms of this Agreement.

         (l) Gender.  Wherever  the context  shall so require,  all words in the
masculine  gender shall be deemed to include the feminine or neuter gender;  all
singular words shall include the plural; and, all plural words shall include the
singular.

                                       14

<PAGE>

         (m) Construction.  This Agreement shall not be strictly construed
against any party.

         (n) Attorneys'  Fees. In the event of any  litigation  among any of the
parties  to  this  Agreement  regarding  the  matters  governed  hereby  or  the
enforcement  hereof,  the losing  party  shall pay to the  prevailing  party all
reasonably expenses and costs, including reasonable attorneys' fees, incurred by
the prevailing party in connection with such litigation.







                                       15

<PAGE>


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



GEMPLUS SCA                              GEMPLUS CORP.



By: /s/ Patrick Jones                    By: /s/ Mark McLaughlin
Patrick Jones, CFO                       Mark McLaughlin, VP and General Counsel
Printed Name, Title                      Printed Name, Title



WEST PLAINS INVESTMENT, INC.             FINNO SCA



By: /s/ Dr. Andreas Renggli              By: /s/ Allan Green
Dr. Andreas Renggli, Director            Allan Green, General Manager
Printed Name, Title                      Printed Name, Title



CANDEL & PARTNERS                        JLT, LP



By: /s/ Allan Green                      By: /s/ Rollin M. Dick
Allan Green, CEO                         Rollin M. Dick, General Partner
Printed Name, Title                      Printed Name, Title



________________________________
Allan Green





                       (Signatures continued on next page)




<PAGE>

                   (Signatures continued from preceding page)




                                       /s/ Robert B. Peterson
                                       Robert B. Peterson



                                       /s/ Mark A. Morris
                                       Mark A. Morris



                                       NEWCOURT FINANCIAL USA INC.


                                       By: /s/ Robert J. Hicks
                                       Robert J. Hicks, Executive Vice President



                                       REALMED CORPORATION


                                       By: /s/ Robert B. Peterson
                                       Robert B. Peterson, President