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                                                                    Exhibit 4.01

                                 LOAN AGREEMENT

         THIS  LOAN  AGREEMENT  (this  "Agreement"),  made as of the 15th day of
June, 1999, by REALMED CORPORATION, an Indiana corporation ("Borrower") in favor
of NEWCOURT FINANCIAL USA INC., a Delaware corporation ("Lender"),

                                WITNESSETH THAT:

         WHEREAS,  Borrower  has  applied to Lender for credit in the  aggregate
principal   amount  of  Seventeen   Million  Five   Hundred   Thousand   Dollars
($17,500,000.00); and,

         WHEREAS, Lender is  willing to  extend such credit to Borrower on the
terms and conditions herein set forth;

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
covenants  herein contained and for other good and valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree as follows:

                                    ARTICLE 1
                            AMOUNT AND TERMS OF LOAN

         1.1  Agreement to Loan and Repay.  Lender hereby agrees to lend the sum
of Seventeen Million Five Hundred Thousand Dollars ($17,500,000.00) (the "Loan")
to Borrower, and Borrower hereby agrees to repay such amount to Lender, upon the
terms and  conditions  set forth in this  Agreement,  that certain  Subordinated
Convertible  Promissory  Note of even date  herewith  (the "Note") and all other
agreements  executed in  furtherance  of this  transaction  (together  with this
Agreement and the Note, the "Loan Documents"). The Loan shall (a) be subordinate
(in priority but not payment) to certain loans of Borrower,  (b) be  convertible
into  Borrower's  common shares,  (c) bear interest at the rate of Eight Percent
(8%) per annum,  and (d) be payable all as  specifically  described in the Note.
All  salaries,  wages and expenses of (or  relating to) all  personnel of Lender
(other than Robert J. Hicks) who perform  services  for or on behalf of Borrower
will be allocated on any equitable basis between Lender and Borrower ("Allocated
Expenses"),  based on the actual time devoted to such services, and that portion
so allocated to Borrower  shall be deemed an advance  under the Loan;  provided,
however,  that  Allocated  Expenses  shall  not  exceed  $750,000  per  year and
Allocated  Expenses shall be made only with respect to those personnel of Lender
(other than Robert J. Hicks) who devote at least 5% of their annual work time to
performing services for or on behalf of Borrower;  provided,  further,  however,
that the  restrictions  set forth in the foregoing  proviso may be waived by the
Board of  Directors  of  Borrower.  Borrower  and  Lender  shall  agree upon the
personnel who will perform such  services and the amount of their  compensation.
Subject to Section 2.2, Lender's obligation (but not its right) to lend funds to

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Borrower shall  terminate  upon the earlier of the  following:  (i) the full and
complete exercise all of Lender's conversion rights under the Loan Documents; or
(ii) June 15, 2004.

         1.2 Use of Loan. Borrower shall use the Loan solely to pay expenses and
existing and future debt incurred in the ordinary  course of its business and in
accordance  with the business plan of Borrower  attached hereto as Exhibit A, as
amended  from time to time in  accordance  with this  Agreement  (the  "Business
Plan").  Commencing  July 1,  2000,  Borrower  shall  regularly  (but  not  less
frequently  than every six (6) months)  revise and update the  Business  Plan to
accurately and properly reflect Borrower's good faith, reasonable projections of
the future  operations of its  business.  All changes to the Business Plan shall
require  approval  of  Borrower's  Board of  Directors  and,  if Robert J. Hicks
("Hicks")  is not the  Chief  Executive  Officer  of the  Borrower  at the time,
approval of Lender,  which  approval  Lender  shall not  unreasonably  withhold.
Within five  business  days after a new Business  Plan has been  approved by the
Borrower's Board of Directors, Borrower shall notify Lender of such approval and
provide  Lender  with a copy  of such  Business  Plan.  If  Hicks  is not  Chief
Executive Officer of Borrower,  then, within fifteen business days after receipt
of a Business Plan,  Lender shall notify Borrower of any objections or questions
that it has with respect to the Business  Plan.  Within  fifteen  business  days
after the receipt by Lender of any responses by Borrower to Lender's  objections
or questions  regarding the Business Plan, Lender shall notify Borrower that its
responses were  satisfactory or provide Borrower with an explanation of why such
responses  were not  satisfactory.  If  Borrower  fails to revise and update its
Business  Plan at the times and in the manner  described in this Section 1.2 and
such failure  continues  for 30 days after notice from Lender,  then  Borrower's
right to draw any portion of the Loan shall  cease  during the  continuation  of
such failure.

                                    ARTICLE 2
                              CONDITIONS PRECEDENT

        2.1  Conditions Precedent of Loan.  Lender's obligations to enter  into
this Agreement and to advance the funds  contemplated by the Note are subject to
the  occurrence,  prior to or  simultaneously  with  the  closing  date,  of the
following conditions:

             (a)  Lender shall have received on or before the closing date, in
             form and substance satisfactory to Lender:

                  (i)    This Agreement, duly executed by Borrower and delivered
             to Lender;

                  (ii)   The Note, duly executed by Borrower;

                  (iii)  Certified copies of Resolutions of the Board of
             Directors of Borrower approving the transaction contemplated by the
             Loan Documents;

                  (iv)   A  certificate  of the Secretary or an Assistant
             Secretary  of  Borrower  certifying  (A) the  names  and  true

                                       2

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             signatures  of the officers of Borrower  authorized to execute
             the Loan  Documents  to which  Borrower  is a party,  (B) that
             attached  thereto is a true and accurate  copy of the Articles
             of Incorporation  and By-laws of Borrower,  as amended through
             the  closing  date,  (C) that  attached  thereto  are true and
             accurate   copies  of  the   resolutions   described   in  the
             immediately preceding subparagraph,  and (D) that the Articles
             of  Incorporation  of Borrower have not been amended since the
             date  of  the  last   amendment   thereto   indicated  on  the
             Certificate  of  Existence  described  in the next  succeeding
             subparagraph;

                  (v)    A Shareholder Agreement  (in  form and  substance
             satisfactory to Lender), duly executed by Borrower, Robert B.
             Peterson,  Mark A. Morris, JLT, LP, Gemplus SCA, Gemplus Corp.,
             Allan Green, West Plains Investment,  Inc., Finno SCA, Candel &
             Partners, Rollin M. Dick and Lender;

                  (vi)   A Certificate of Existence from the Secretary of State
             of  Indiana,  dated not more than five days  before  the closing
             date, stating that  Borrower is duly organized and qualified in
             Indiana;

                  (vii)  Copies  of  all   documents   evidencing   all
             necessary corporate action and government  approvals, if any, with
             respect to each of the Loan Documents;

                  (viii) Such other  information  about Borrower and/or its
             assets,  business and/or financial condition as Lender may
             reasonably request;

                  (ix)   A  Registration  Rights  Agreement  (in form and
             substance  satisfactory to Lender),  duly executed by Company,
             Lender, and certain other shareholders of the Company;

                  (x)    An  Eclipse/RealMed  Agreement (in form and  substance
             satisfactory  to Lender),  duly executed by Company, Robert B.
             Peterson, Mark A. Morris, and certain related entities;

                  (xi)   A Release and Termination  Agreement (in form and
             substance  satisfactory to Lender), duly executed by the Company
             and certain shareholders of the Company;

                  (xii)  A Recapitalization  Confirmation  Agreement (in form
             and substance  satisfactory to Lender),  duly executed by Company
             and certain shareholders of the Company; and

             (b)  Articles of Restatement of the Articles of Incorporation of
             the Company (in form and substance satisfactory to Lender)  shall
             have been duly filed with the Indiana Secretary of State.

                                       3

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         2.2  Conditions  Precedent of Advances.  Lender's  obligation  to make
any advance to Borrower of the Loan  pursuant to the Note is further  subject to
(on the date of each such advance):

             (a)  Borrower having  delivered to Lender a written request for
         such advance  setting  forth the amount of the advance  requested and a
         description  of the  intended  use of  such  amounts  by  Borrower  and
         attaching  thereto a copy of Borrower's then current  Business Plan (an
         "Advance Request");

             (b)  Borrower  having  delivered to Lender a certificate of its
         Chief  Executive  Officer (or other  officer  reasonably  acceptable to
         Lender)  of  Borrower   certifying   that  as  of  such  date  (i)  all
         representations  and  warranties of Borrower made in this Agreement are
         true and correct as if made on such date,  (ii) no Event of Default has
         occurred  and is  continuing  on such  date,  and  (iii)  Borrower  has
         complied with all of the terms and  conditions  of the Loan  Agreements
         required  to  be  complied   with  by  Borrower  as  of  such  date  (a
         "Certificate of Performance"); and

             (c)  If the  Certificate  of  Performance  has been executed by
         someone other than Hicks as Chief Executive Officer of Borrower, Lender
         having satisfied itself, in its reasonable discretion, that the matters
         set forth in the  Certificate of Performance  are true and correct.  If
         Hicks is not Chief Executive Officer of Borrower,  then, within fifteen
         business  days after receipt of a Certificate  of  Performance,  Lender
         shall notify  Borrower of any matters in the Certificate of Performance
         that Lender  believes are not true and correct or that  Certificate  of
         Performance  will be deemed true and  correct but only with  respect to
         the  request  for  advance  with  which it was  submitted.  Lender  and
         Borrower shall endeavor to promptly resolve any disputes  regarding the
         Certificate of Performance.

                                    ARTICLE 3
                         REPRESENTATIONS AND WARRANTIES

        Borrower makes the following  representations and warranties to Lender,
which warranties and  representations  shall survive closing and distribution of
the Loan and shall remain in full force and effect until  released in writing by
Lender:

        3.1 Organization and Existence. Borrower is a corporation duly organized
and validly  existing under the laws of the State of Indiana,  has the power and
authority  to own its  property  and assets and to carry on its  business as now
conducted  and proposed to be conducted and is qualified to do business in every
jurisdiction where the nature of the business conducted or the property owned or
leased by it requires such qualification.

        3.2  Corporate Powers. Borrower has the corporate power and authority to
execute, deliver and perform its obligations under each of the Loan Documents to
which it is a party. Borrower has obtained and maintains all licenses,  permits,
franchises, patents, copyrights, trademarks, trade names, consents and approvals
necessary  to own its  property  and assets and to carry on its  business as now
conducted.

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        3.3  Authorization.  The execution, delivery and performance by Borrower
of  each  Loan  Document  to  which  it is or will be a  party,  the  borrowings
hereunder by Borrower,  the execution and delivery of the Note by Borrower,  and
the use of the  Loan in  accordance  with  this  Agreement  (a) have  been  duly
authorized  by all requisite  corporate  action and (b) will not (i) require the
consent or approval of any shareholders,  directors, members, partners, or other
principals  of  Borrower  which  has not been  obtained,  (ii)  violate  (A) any
provision  of  any  law,  statute,  rule  or  regulation   (including,   without
limitation, Regulations U and X of the Board of Governors of the Federal Reserve
System)  or   organizational   documents  of  Borrower,   (B)  the  Articles  of
Incorporation or the Bylaws of Borrower, or any order of any court, or any rule,
regulation or order of any other agency or government binding upon Borrower,  or
(C) on and after  closing,  any provision of any  indenture,  agreement or other
instrument to which Borrower is a party or by which any of Borrower's  assets or
properties are or may be bound, (iii) on and after closing, be in conflict with,
result in a breach of or  constitute  (alone or with  notice or lapse of time or
both) a default under any such indenture, agreement or other instrument, or (iv)
result in the creation or imposition of any liens (other than as contemplated by
this Agreement) upon any property or assets of Borrower.

        3.4  Acquisition of Consents.  No  authorization,  consent,  approval,
license,  exemption of or filing or registration  with any court or governmental
department,  commission,  board, bureau, agency or instrumentality,  domestic or
foreign,  is or will be necessary to the valid  execution and delivery to Lender
or performance by Borrower of the Loan Documents.

        3.5  Enforceability. This Agreement is, and  each of the  other Loan
Documents  when  delivered  hereunder  will be,  the  legal,  valid and  binding
obligations of Borrower, enforceable in accordance with their respective terms.

        3.6  Capitalization.  Borrower's  authorized  capital stock  consists of
200,000,000  shares of common stock,  no par value.  All of  Borrower's  capital
stock is free of  preemptive  rights,  except  to the  extent  set  forth in the
Shareholder Agreement,  dated June 15, 1999, among Borrower,  Lender and certain
other shareholders of Borrower.  Borrower has issued stock and granted warrants,
options  and/or  conversion  rights to additional  shares of common stock to the
persons and in the amounts  described in Exhibit B hereto and no other  options,
warrants or rights to purchase or convert,  nor any agreement or commitment  for
the subscription,  issuance, redemption, transfer, sale, purchase or acquisition
of, any shares of the capital  stock of Borrower  not  disclosed in this Section
3.6 or in Exhibit B hereto exist.

        3.7  Financial  Information.  All financial  statements  and other
financial  data which have been or will be furnished to Lender by Borrower  are,
and will be, true and correct and reflect, or will reflect when delivered in the
future,  fairly the  financial  condition  of Borrower  and have been or will be
prepared in accordance with Generally Accepted  Accounting  Principles  ("GAAP")

                                       5

<PAGE>

consistently  applied.   Borrower  has  no  contingent   liabilities,   material
liabilities  for taxes,  unusual  forward or long term  commitments  outside the
ordinary course of business,  or material  unrealized or anticipated losses from
any  unfavorable  commitments  which are material  with respect to the financial
condition,  affairs,  prospects or business of Borrower,  except as reflected or
provided for in such financial statements.

        3.8  Litigation.  There are not any actions, suits or proceedings at law
or in equity or by or before any court or governmental  instrumentality or other
agency or  regulatory  authority  now pending or, to the  knowledge of Borrower,
threatened against or affecting Borrower or any property or rights of Borrower.

        3.9  Compliance  with Laws.  Borrower is not in  violation  of any law,
rule or regulation (including, but not limited to, all environmental laws, rules
or regulations), or in default with respect to any judgment, writ, injunction or
decree of any court or governmental agency or instrumentality.

        3.10  Agreements. Borrower is not a party to any agreement or instrument
or subject to any corporate  restriction that is expected to have a material and
adverse  effect on the business,  assets,  operations or financial  condition of
Borrower. Borrower is not in default in any manner with respect to any provision
of any  indenture,  agreement  or other  instrument  that would  materially  and
adversely  affect the business,  assets,  operations  or financial  condition of
Borrower.

        3.11  Federal Reserve  Regulations.  Borrower is not engaged in the
business of extending  credit for the purpose of purchasing or carrying  "margin
stock"  within the  meaning of  Regulation  U of the Board of  Governors  of the
Federal  Reserve  System  (12 CFR,  Part  221),  does not own and has no present
intention of acquiring any such margin stock or a "margin  security"  within the
meaning of Regulation G of the Board of Governors of the Federal  Reserve System
(12  CFR,  Part  207).  None of the  Loan  proceeds  will be  used  directly  or
indirectly  by Borrower for the purpose of  purchasing  or carrying,  or for the
purpose of reducing or retiring any indebtedness  which was originally  incurred
to purchase or carry,  any such margin security or margin stock or for any other
purpose which might  constitute the transaction  contemplated  hereby a "purpose
credit"  within the meaning of said  Regulation G or Regulation U, or cause this
Agreement  to violate  any other  regulation  of the Board of  Governors  of the
Federal  Reserve  System or the Securities and Exchange Act of 1934, as amended,
or any rules or regulations promulgated under either such statute.

        3.12  Taxes.  Borrower has filed or caused to be filed all federal,
state,  local and foreign tax returns  which are required to be filed by it, and
has paid or  caused  to be paid all taxes  shown to be due and  payable  on such
returns  or on  any  assessments  received  by  it,  other  than  any  taxes  or
assessments  the  validity  of which  Borrower  is  contesting  in good faith by
appropriate  proceedings and with respect to which Borrower shall, to the extent
required  by GAAP  applied on a  consistent  basis,  have set aside on its books
adequate reserves.

        3.13  ERISA.  Borrower  is in compliance  with the  Employee  Retirement
Income Security Act of 1974, as amended ("ERISA"),  to the extent to which it is
applicable  to  Borrower.  Borrower  has  received  no notice  that it is not in
compliance with ERISA from the Pension Benefit Guaranty  Corporation ("PBGC") or

                                       6

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any other  governmental  entity or agency.  No reportable  event, as the same is
defined by ERISA (a  "Reportable  Event"),  has occurred or is continuing  which
could result in an accumulated deficiency under ERISA or liability to the PBGC.

        3.14  No  Misstatements.  No report,  financial  statement,  exhibit or
schedule, warranty or representation furnished on or prior to the date hereof by
or on behalf of Borrower contains any misstatement of fact or omits to state any
fact necessary to make the  statements  therein,  in light of the  circumstances
under which they were made, not misleading.

        3.15  Solvency.  After  giving  effect to the  consummation  of the
transaction  contemplated hereby,  Borrower (a) will be able to pay its debts as
they become  due,  (b) will have funds and  capital  sufficient  to carry on its
business  and all  businesses  in which it is about to engage,  and (c) will own
property  having a value both at fair  valuation and fair saleable  value in the
ordinary course of Borrower's  business  greater than the amount required to pay
its debts,  including,  for this  purpose,  unliquidated  and  disputed  claims.
Borrower  will not be rendered  insolvent by the  execution and delivery of this
Agreement and the consummation of the transaction contemplated hereby.

        3.16  Licenses and  Approvals.  Borrower has  obtained all permits,
governmental  licenses,  registrations,  and approvals necessary to carrying out
its  business  as  presently  conducted  and as required by law or the rules and
regulations  of any  federal,  foreign  governmental,  state,  county,  or local
association,   corporation  or  governmental  agency,  body  instrumentality  or
commission having jurisdiction over Borrower.

        3.17  Liabilities.  Except  as  otherwise  disclosed  in  Schedule  3.17
to this Agreement, Borrower has no payables, liabilities or obligations,  either
direct or  indirect,  absolute,  contingent  or  otherwise,  including,  without
limitation, any direct or indirect indebtedness,  guaranty,  endorsement, claim,
loss, damage, deficiency, cost, expense, obligation or responsibility,  fixed or
unfixed,  known  or  unknown,  asserted  or  unasserted,   choate  or  inchoate,
liquidated or unliquidated, secured or unsecured.

        3.18  Employment  Contracts.  Except as otherwise  disclosed in Schedule
3.18 to this  Agreement,  (a)  Borrower  is not a party to any  written  or oral
agreement,  contract  or  commitment  with any  present  or former  employee  or
consultant or for the employment of any person,  including any  consultant;  and
(b) Borrower has no  liability  or  obligation  to provide any present or former
employee or consultant with any severance or deferred  compensation  payments or
any other  employment-related  benefits following a termination of such employee
or  consultant's  employment  with  Borrower.  A true and complete  copy of each
agreement,  contract and commitment  listed in Schedule 3.18 has previously been
delivered to Lender.

                                       7

<PAGE>

        3.19  Intellectual Property.

              (a)  Borrower, in the conduct of its  business,  has not utilized
        and does not utilize any patent,  trademark,  trade name, service mark,
        copyright, software, trade secret or know-how except for those listed in
        Schedule  3.19 to this Agreement (the "Intellectual Property").

              (b)  All of the Intellectual Property listed in Schedule 3.19 to
        this Agreement (i) is valid and in full force and effect and any
        applications for registrations relating thereto are pending and in good
        standing, all without challenge of any kind; and (ii) is owned entirely
        by Borrower, without qualification, limitation, burden or encumbrance of
        any kind.

              (c) Borrower does not infringe upon or unlawfully or wrongfully
        use any patent, trademark, trade name, service mark, copyright or trade
        secret owned or claimed by another. Borrower is not in default under,
        and has not received any notice of any claim of infringement or any
        other claim or proceeding relating to any such patent, trademark, trade
        name, service mark, copyright or trade secret.

                                    ARTICLE 4
                              COVENANTS OF BORROWER

        4.1  Affirmative  Covenants.  From the date hereof and thereafter for so
long as any portion of the Loan is outstanding or Borrower is indebted to Lender
under any of the Loan  Documents,  Borrower  shall,  unless Lender shall consent
otherwise in writing:

             (a)  Compliance with Laws. Comply with all applicable laws,  rules,
        regulations and orders (including, but not limited to, all environmental
        laws, rules, regulations and orders) by which it or any of its
        properties are bound;

             (b)  Use of Loan Proceeds. Use the Loan Proceeds only in accordance
        with Section 1.2 of this Agreement;

             (c)  Payment of  Obligations.  Pay all its  indebtedness  and
        obligations  promptly and in accordance with their terms and pay
        and discharge promptly all taxes, assessments and governmental  charges
        or levies imposed upon it or in respect of its property, before the
        shall  become in  default,  as well as all lawful  claims for  labor,
        materials and supplies or otherwise which, if unpaid, might become a
        lien or charge upon such properties or any part thereof;  provided,
        however, that Borrower shall not be required to pay and discharge or
        cause to be paid or discharged  any such  indebtedness  or obligations
        or any such  tax,  assessment,  charge,  levy or claim so long as the
        applicability, validity or amount thereof shall be contested in good
        faith by appropriate proceedings or actions and Borrower shall set aside
        on its books, in accordance with GAAP, adequate reserves,  with respect
        to any such indebtedness or obligations or any such tax,  assessment,
        charge, levy or claim so contested;

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             (d)  Preservation  of  Existence.  Preserve  and  maintain in full
        force and effect its legal existence,  rights, and privileges in the
        jurisdiction of its organization, preserve and maintain all licenses,
        governmental approvals, trademarks, patents, trade secrets,  copyrights,
        and trade names owned  or  possessed  by it  which  are  necessary  or,
        in  its reasonable business  judgment, desirable in view of its business
        and operations or the ownership of its properties  and qualify or remain
        qualified  as a  foreign  entity  in each  jurisdiction  in which  such
        qualification  is necessary or, in its  reasonable  business  judgment,
        desirable in view of its business and  operations  and ownership of its
        properties;

             (e)  Preservation  of Property.  Maintain and preserve all property
        used or useful in the conduct of its business and keep the same in good
        repair, working order and condition, and from time to time make, or
        cause to  be made, all  needed and proper  repairs, renewals  and
        replacements thereto, so that the business  carried on in connection
        therewith may be properly conducted  at all  times  in  accordance  with
        customary  and  prudent  business practices for similar businesses;

             (f)  Maintenance of Insurance.  Maintain insurance with responsible
        and reputable insurance companies in such amounts and covering such
        risks as is usually carried by companies similarly situated;

             (g)  Giving of Notice.  Provide Lender with  notice,  promptly,  of
        any (i) default under any agreements by which  Borrower has become
        indebted to any other  party,  and (ii)  action,  suit or  proceeding at
        law or in equity or by or before any governmental instrumentality  or
        other agency which might be reasonably expected to materially impair the
        right of Borrower to carry on its business  substantially as now being
        conducted or to affect materially adversely the financial condition of
        Borrower, and of any combination of such actions, suits or  proceedings
        which taken together might be reasonably  expected  materially to impair
        such right or to affect materially adversely such financial condition;

             (h)  ERISA Compliance.  Comply with  the applicable  provisions of
        ERISA where the failure so to comply might reasonably be expected  to
        impair  Borrower's right to carry on business as now being conducted or
        to affect adversely  Borrower's  financial condition  and  furnish to
        Lender (a) as  soon as  possible,  and in any event  within  ten days
        after any  officer of  Borrower knows or has reason to  know that any
        Reportable  Event  with  respect  to any  "plan"  has  occurred,  as
        defined in ERISA (a "Plan"),  a statement of  a financial  officer of
        Borrower setting forth the details  as to such  Reportable Event and the
        action that Borrower  proposes to take with respect  thereto,  together
        with a copy of the notice of such  Reportable  Event, if any, given by
        PBGC,  and (b)  promptly  after the receipt or filing  thereof,  a copy
        of any notice  Borrower may receive from PBGC relating to the  intention
        of PBGC to terminate  any  Plan or to  appoint a trustee to  administer
        any Plan and all reports and notices  relating to any Reportable  Event
        or "prohibited  transaction" (as defined in ERISA) which Borrower files
        under ERISA with the Internal Revenue  Service,  PBGC,  or  the United
        States Department of Labor;

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             (i)  Books and Records. Keep adequate records and books of account,
        in which complete entries will be made  in  accordance  with  GAAP  and
        with applicable requirements of any governmental   authority   having
        jurisdiction over Borrower, reflecting all financial transactions;

             (j)  Delivery of Financial Information.  Furnish to  Lender (a)
        within  ninety days after the end of each fiscal year of Borrower, a
        balance  sheet as of the close of such fiscal year and  statements  of
        income,  retained  earnings and changes in financial  position  of
        Borrower  for such  fiscal  year,  all of which are to be audited by a
        certified  public  accountant satisfactory to Lender (provided, however,
        that such  financial  statements for  1999 need only be  compiled and
        reviewed),  (b) within  forty-five  days after the end of each of the
        first three fiscal  quarters of each fiscal year of Borrower,  a balance
        sheet  and  statements of income, retained earnings and changes  in
        financial position of Borrower as of the end of each such quarter and
        for  the then elapsed  portion of such  fiscal year,  certified  by a
        financial officer of Borrower, and (c) when or before the same are first
        due, copies of all federal, state and local income tax returns filed by
        Borrower;

              (k)  Inspections and Copying.  Permit,  at any reasonable time and
        from  time to time, Lender or any of its agents or representatives, to
        examine and make copies of and  abstracts from the records and books of
        account of Borrower and visit the properties of Borrower to discuss the
        affairs,  finances, and  accounts of  Borrower with any of its officers,
        employees and/or certified public accountants; provided, that, Lender
        agrees that it will not,  except  to the  extent  required  by law,
        disclose  such  information  to any other  person and will  require  its
        agents to keep such information confidential; and

              (l)  Additional  Assurances.  From  time  to  time  hereafter,
        execute  and  deliver,  or cause to be  executed  and  delivered,  such
        additional  instruments,  certificates  and documents and take all such
        actions  as  Lender  shall  reasonably   request  for  the  purpose  of
        implementing or effectuating  the provisions of the Loan Documents and,
        upon the  exercise by Lender of any power,  right,  privilege or remedy
        pursuant to the Loan Documents  which  requires any consent,  approval,
        registration,   qualification  or  authorization  of  any  governmental
        authority or  instrumentality,  exercise and deliver all  applications,
        certifications,  instruments and other documents and papers that Lender
        may be so required to obtain.

        4.2  Negative Covenant.  From the date hereof and thereafter for so long
as any  portion of the Loan is  outstanding  or  Borrower  is indebted to Lender
under any of the Loan Documents, Borrower shall not, unless Lender shall consent
otherwise in writing:

              (a)  Apply any of the  proceeds of the Loan to the  purchase or
        carrying of any "margin  stock"  within the meaning of  Regulation U of
        the  Board  of  Governors  of  the  Federal  Reserve  System,   or  any
        regulations, interpretations or rulings thereunder; and

                                       10

<PAGE>

             (b) Create,  incur, assume, or suffer  to exist  any lien of any
        nature,  upon or with  respect to any of its  properties,  now owned or
        hereafter  acquired,  or assign as  collateral  or otherwise  convey as
        collateral,  any right to receive  income,  except  that the  foregoing
        restrictions  shall not apply to (i) any liens granted to Gemplus Corp.
        pursuant to the June 15, 1999 Security  Agreement between Gemplus Corp.
        and Borrower; and/or (ii) any purchase money security interests granted
        by Borrower.

                                    ARTICLE 5
                         EVENTS OF DEFAULT AND REMEDIES

             5.1  Events of Default.  Borrower shall be in default under this
Agreement,  and each of the Loan  Documents,  upon the  occurrence of any one or
more of the following events (each an "Event of Default"):

             (a)  If  any  representation or  warranty made in connection  with
         this  Agreement,  any of  the other  Loan  Documents, or  any report,
         certificate, financial statement or other instrument  furnished by
         Borrower pursuant to this Agreement  shall prove to have been false or
         misleading in any materially adverse respect;

             (b)  If  Borrower  shall fail to make when due the  payment of
         principal  or interest  as  required  by  the  Note,  or  any  other
         amount  payable  hereunder,  whether at the due date thereof or by
         acceleration  thereof or otherwise;

             (c)  If  Borrower  shall  fail to  duly  observe  or  perform  any
         material covenant,  condition or agreement  required to be observed or
         performed hereunder or in the Note, and such failure remains uncured
         for a period of fifteen days after written notice thereof;

             (d) A  default  by  Borrower  under any  other  obligation  of
         Borrower to Lender  whether now existing or hereafter  created and such
         default  continues for thirty days after Borrower's  receipt of written
         notice specifying such default; provided,  however, that if Borrower is
         unable to cure such  default  within such  thirty day  period,  despite
         using diligent  efforts to do so, such cure period shall be extended so
         long as Borrower continues to use diligent efforts to cure the default.

             (e)  If  Borrower  shall  (i)  apply  for  or  consent  to the
         appointment of, or the taking or possession by, a receiver,  custodian,
         trustee or liquidator of itself or of all or a substantial  part of its
         property,  (ii) admit in writing its inability, or be generally unable,
         to pay its  debts  as such  debts  become  due,  (iii)  make a  general
         assignment for the benefit of its creditors,  (iv) commence a voluntary
         case under the United  States  Bankruptcy  Code (as now or hereafter in
         effect), (v) file a petition seeking to take advantage as debtor of any
         other  law   relating  to   bankruptcy,   insolvency,   reorganization,
         winding-up,  or  composition  or  adjustment  of  debts,  (vi)  fail to
         controvert in a timely or appropriate  manner,  or acquiesce in writing
         to, any petition filed against  Borrower in an  involuntary  case under
         such Bankruptcy Code, or (vii) take any corporate action (other than to

                                       11

<PAGE>

         controvert any such  petition) for the purpose of effecting any of the
         foregoing;

             (f)  If  any  proceeding or case shall be commenced in any court
         of competent jurisdiction, seeking (i) the liquidation, reorganization,
         dissolution,  winding-up,  or composition or  readjustment of debts, of
         Borrower,  (ii) the  appointment  of a  trustee,  receiver,  custodian,
         liquidator or the like of Borrower or of all or any substantial part of
         its assets,  or (iii) similar  relief in respect of Borrower  under any
         law relating to bankruptcy, insolvency, reorganization,  winding-up, or
         composition  or adjustment  of debts,  without the consent of Borrower,
         and such  proceeding or case shall continue  undismissed,  or an order,
         judgment or decree  approving or ordering any of the foregoing shall be
         entered and  continue  unstayed  and in effect,  for a period of thirty
         days, or an order for relief  against  Borrower  shall be entered in an
         involuntary case under such Bankruptcy Code; or

             (g)  If Borrower is dissolved, either voluntarily or involuntarily.

        5.2  Remedies  upon Default.  If  there is  an Event of Default,  and
such Event of Default  has not been cured  within any  applicable  grace or cure
period,  then Lender may, at its option,  and by or through a trustee,  nominee,
assignee or otherwise,  to the fullest extent permitted by law,  exercise any or
all of the following  rights,  remedies and recourses,  either  successively  or
concurrently:

             (a)  Terminate its obligation to make any further advance under the
         Loan;

             (b)  Declare the Note to be forthwith  due and payable,  whereupon
         the Note shall become forthwith due and payable, both as to  principal
         and interest, without presentment,  demand, protest or any other notice
         of any kind, all of which are  hereby  expressly  waived  by  Borrower,
         anything   contained   herein   or  in  the   Notes  to  the   contrary
         notwithstanding;

             (c)  Pursue any rights and remedy  set forth in  any of the other
         Loan Documents; or

             (d)  Pursue any other rights and remedy set forth herein, at law,
         or in equity.

        5.3  Non-Waiver. No delay in exercising or failure to exercise by Lender
of any right or remedy  accruing upon any Event of Default shall impair any such
right or  remedy  or  constitute  a waiver of any such  Event of  Default  or an
acquiescence therein.  Every right and remedy given by this Agreement or any law
to  Lender  may be  exercised  from  time to time and as often as may be  deemed
expedient by Lender.

                                       12

<PAGE>

                                    ARTICLE 6
                       MISCELLANEOUS TERMS AND CONDITIONS

        6.1  Time of Essence.  Time is of the  essence  with  respect  to  all
provisions of this Agreement.

        6.2  Attorneys' Fees. In the event of any litigation between the parties
to this Agreement regarding the matters governed  hereby or by any of the other
Loan Documents or the  enforcement  hereof or thereof,  the  losing party shall
pay to the  prevailing  party  all  reasonable  expenses  and  court  costs,
including reasonable attorneys' fees, incurred  by the  prevailing  party in
connection with such litigation.

         6.3 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.

         6.4  Further  Assurances.   Subject  to  the  specific  terms  of  this
Agreement,  Borrower  shall make,  execute,  acknowledge  and 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.

         6.5  Waivers,  etc. No failure or delay on the part of either  party 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.

         6.6 Entire  Agreement.  This  Agreement  and the other  Loan  Documents
contain the final and  complete  understanding  of the parties  with  respect to
their  subject  matter.  This  Agreement  supersedes  all prior  agreements  and
understandings between the parties, whether written or oral, with respect to the
subject matter hereof.

         6.7  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.

                                       13

<PAGE>

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

         6.9  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 the Borrower:
                  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

         (ii)     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

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

                                       14

<PAGE>

         6.10  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.

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

         6.12  Parties Bound. This  Agreement is binding on and shall inure to
the benefit of  the parties hereto  and their  respective   heirs,   executors,
administrators,  legal  representatives,  successors and assigns as permitted by
this Agreement.

         6.13  Construction.  This  Agreement  shall not be  strictly  construed
against any party. This Agreement is executed in conjunction with the other Loan
Documents  and  is to be  construed  harmoniously  therewith.  If  there  is any
conflict  between  the  terms  of  this  Agreement  and  any of the  other  Loan
Documents,  the terms selected by Lender in its sole subjective discretion shall
be controlling.

         6.14  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.



         IN WITNESS  WHEREOF,  Lender and Borrower have caused this Agreement to
be executed by its duly authorized officer as of the date first written above.


LENDER:                                     BORROWER:

NEWCOURT FINANCIAL USA INC.                 REALMED CORPORATION



By: /s/ Robert J. Hicks                     By: /s/ Robert B. Peterson

        Robert J. Hicks                             Robert B. Peterson
Title:  Executive Vice President            Title:  President