<PAGE>

                                                                    Exhibit 4.04

                        RELEASE AND TERMINATION AGREEMENT

         This Release and  Termination  Agreement  ("Agreement")  is dated as of
June 15, 1999 and is by and among RealMed Corporation (the "Company"),  Newcourt
Financial USA Inc. ("Newcourt"),  Candel & Partners, Gemplus SCA, Gemplus Corp.,
West Plains  Investment,  Inc., Finno SCA, Allan Green, JLT, LP, Rollin M. Dick,
Robert B.  Peterson,  and Mark A. Morris,  (all  parties  other than the Company
shall be referred to as the "Interested Parties").

                                    RECITALS

         A. Contemporaneously with the execution and delivery of this Agreement,
the Company and Newcourt are entering into a Loan  Agreement  pursuant to which,
among  other  things,  Newcourt  will  commit,  subject  to  certain  terms  and
conditions, to loan up to $17,500,000 to the Company (the "Loan Agreement").

         B.  In  connection  with  the  Loan  Agreement  and  the   transactions
contemplated thereby, Newcourt and the other parties to this Agreement desire to
establish  with  certainty  the nature  and extent of any and all  relationships
between the Company,  on the one hand, and the Interested  Parties, on the other
hand, and between or among the Interested Parties.

         C.  Newcourt  will  not  execute  and  deliver  the Loan  Agreement  or
consummate the transaction contemplated thereby unless, among other things, this
Agreement is executed and delivered by the parties hereto.

         D. The  parties  hereto  believe it is  desirable  for the  Company and
Newcourt to enter into the Loan Agreement and are,  therefore,  willing to enter
into  this  Agreement  in  order  to  induce  Newcourt  to  enter  into the Loan
Agreement. Each of the parties also believes it is in its best interest to enter
into this  Agreement in order to establish  with certainty the matters set forth
in this Agreement.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants contained in this Agreement, the parties agree as follows:

                  1.  This  Agreement  shall  become  effective  when  the  Loan
Agreement has been executed and delivered and the conditions precedent set forth
in Section 2.1 of the Loan  Agreement have been satisfied or have been waived by
Newcourt.


<PAGE>


                  2.  For purposes of this Agreement,  the  term "Surviving
Agreements" means the agreements listed on Exhibit A.

                  3. Each of the  Interested  Parties,  on the one hand, and the
Company,  on the other hand,  agree that,  except for the Surviving  Agreements,
each and every agreement,  commitment,  contract and/or  understanding,  whether
written  or oral,  entered  into on or prior to the date of this  Agreement  (a)
between  or among any of the  Interested  Parties  which  relate to the  Company
and/or  any of the  capital  stock  of the  Company,  and/or  (b)  between  such
Interested Party and the Company (including,  but not limited to each agreement,
commitment,  contract and understanding listed on Exhibit B) (collectively,  the
"Terminated Agreements") is hereby terminated and rendered null and void and the
Company is hereby  released from any and all  obligations,  covenants and duties
under each of the Terminated Agreements.

                  4. Each of the Interested Parties  absolutely,  irrevocably
and  unconditionally  releases  the  Company  and its  officers,  directors  and
employees from any and all claims, causes of action,  demands, and rights, which
he or it has, or may have,  whether  known or unknown,  absolute or  contingent,
matured,  or  unmatured,  in  connection  with or  arising  under (a) any of the
Terminated Agreements, and/or (b) any transaction, event or occurrence occurring
on or prior to the date of this Agreement; provided, however, that the foregoing
release shall not extend to claims, causes of action,  demands or rights arising
under the Surviving Agreements.

                  5. Each party agrees that,  from time to time, it will execute
and deliver, or cause to be executed and delivered,  such additional agreements,
instruments,  certificates  and documents and take all such actions as any other
party to this Agreement may reasonably  request for purposes of  implementing or
effectuating the provisions of this Agreement.

                  6. This Agreement shall be binding upon and shall inure to the
benefit of all of the  parties to this  Agreement  and their  respective  heirs,
executors, administrators, assigns and successors in interest.

                  7. The parties  affirm that this  Agreement  has been  entered
into in the  State  of  Indiana  and  shall  be  governed  by and  construed  in
accordance  with the substantive  laws of the State of Indiana,  notwithstanding
any state's choice of law rules to the contrary.  Further, the parties expressly
agree  that  any and all  action  concerning  any  dispute  arising  under  this
Agreement shall be filed and maintained only in a state or federal court sitting
in the  State of  Indiana  or the State of  California,  and each  party  hereby
consents and submits to the jurisdiction of such state or federal court.

                  8. 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.

                                       2

<PAGE>

                  9. No change,  amendment,  modification  or supplement to this
Agreement  shall be valid  or  effective  unless  it is in  writing  and is duly
executed by each party to this  Agreement  or its duly  authorized  successor or
assign.

                  10. The failure of any party to this  Agreement  to enforce at
any time any provision of this  Agreement  shall not be construed to be a waiver
of such  provision,  nor in any way to affect the validity of this  Agreement or
any part of it or the right of such party to enforce each and every provision of
this Agreement.  Any waiver of any breach or provision of this Agreement must be
in a writing signed by the waiving party in order to be effective and, except as
otherwise  clearly  expressed  in such a  writing,  no waiver  of any  breach or
provision  of this  Agreement  shall  constitute a waiver of any other breach or
provision or a continuing waiver. The performance by any party to this Agreement
of any  act  not  required  of it by the  terms  of  this  Agreement  shall  not
constitute  either an  agreement  that such act is  required  or a waiver of the
scope of, or limitations  on, its  obligations  under this Agreement and no such
performance  shall estop such party from denying any  obligation to perform such
act or asserting such scope or limitations with respect to any further or future
acts or failures to act.

                  11. When used in this Agreement,  words denoting the singular
include the plural and vice versa and words of any gender include all genders.

                  12. This   Agreement   constitutes   a  complete   and  total
integration  of the  understanding  of the parties  with  respect to the subject
matter of this  Agreement  and it supersedes  all prior and all  contemporaneous
agreements and understandings (whether written, oral or implied) of the parties,
or their respective agents, with respect to such subject matter.

                  13. This   Agreement   may  be   executed  in  one  or  more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together shall  constitute but one agreement.  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.

                  14. This Agreement shall not be strictly construed against any
party.

                  15. 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 reasonable  expenses and
costs, including reasonable attorneys' fees, incurred by the prevailing party in
connection with such litigation.

                                       3

<PAGE>


         IN WITNESS WHEREOF,  the parties have entered into this Agreement as of
the date set forth at the beginning of this Agreement.



JLT, LP                                          CANDEL & PARTNERS


By:                                              By:
   --------------------------

Rollin M. Dick, General Partner
                                                Printed Name, Title


Robert B. Peterson                               Mark A. Morris



Rollin M. Dick                                   Allan Green

GEMPLUS SCA                                      GEMPLUS CORP.


By:                                              By:
   --------------------------


Printed Name, Title                             Printed Name, Title

West Plains Investment, Inc.                    Finno SCA


By:                                             By:
   --------------------------


Printed Name, Title                             Printed Name, Title


                       (Signatures continued on next page)


<PAGE>


                   (Signatures continued from preceding page)



NEWCOURT FINANCIAL USA INC.                       REALMED CORPORATION



By:                                               By:
  ------------------------                           -------------------------

Robert J. Hicks, Executive Vice President         Robert B. Peterson, President




<PAGE>


                                    Exhibit A
                              Surviving Agreements


1.   Any and all stock option agreements for employees (other than Interested
     Parties).

2.   Option Agreement, dated June 10, 1998, by and among JLT, LP, Mark A. Morris
     and Robert B. Peterson.

3.   Memorandum  signed by the Company  and agreed to by Robert B.  Peterson
     memorializing  the loan on May 4, 1998 made to the Company by Robert B.
     Peterson in the  principal  amount of $150,000 with an interest rate of
     4%.

4.   Loan Agreement dated June 15, 1999 between the Company and Newcourt.

5.   Subordinated  Convertible  Promissory  Note dated June 15, 1999  executed
     by the Company in favor of Newcourt in the aggregate principal amount of
     $17,500,000.

6.   Registration  Rights  Agreement  dated  June 15,  1999 among  the  Company,
     Newcourt,  Mark A. Morris,  Robert B. Peterson,  JLT, LP, Gemplus Corp.,
     Gemplus SCA, Allan Green, West Plains Investment, Inc., Finno SCA and
     Candel & Partners.

7.   Shareholder Agreement dated June 15, 1999 among the Company,  Newcourt,
     Mark A. Morris, Robert B. Peterson,  JLT, LP, Gemplus Corp., Gemplus SCA,
     Allan Green, West Plains Investment, Inc., Finno SCA, Candel & Partners
     and Rollin M. Dick.

8.   Employment Agreement dated June 15, 1999 between the Company and Robert J.
     Hicks.

9.   Employment Agreement dated June 15, 1999 between the Company and Keith
     Given.

10.  Employment Agreement dated June 15, 1999 between the Company and Mark A.
     Morris.

11.  Employment Agreement dated June 15, 1999 between the Company and Robert B.
     Peterson.

12.  Subscription  Agreement  dated June 15, 1999  executed by Newcourt (for 100
     common shares of the Company).

13.  1999 Stock Option and Incentive  Plan adopted by the Company as of June
     15, 1999 (the "Plan") and the Award of a Non-Qualified Option to Robert
     B.  Peterson to purchase  250,000  Shares  pursuant to the Plan and the
     Award of a Non-Qualified  Option to Mark A. Morris to purchase  250,000
     Shares  pursuant to the Plan which  Awards are subject to the terms and
     conditions  approved by the Board of  Directors  of the Company on June
     15, 1999.

                             Exhibit A, Page 1 of 2


<PAGE>

14.  Stock Option Agreement between the Company and Robert J. Hicks.

15.  Stock Option Agreement between the Company and Keith Given.

16.  Restricted Stock Agreement between the Company and Robert J. Hicks.

17.  Restricted Stock Agreement between the Company and Keith Given.

18.  Subordinated  Secured  Promissory  Note dated June 15, 1999 executed by the
     Company in favor of Gemplus Corp. in the aggregate principal amount of
     $4,285,797.87.

19.  Security Agreement dated June 15, 1999 signed by the Company in favor of
     Gemplus Corp.

20.  This Release and Termination Agreement.

21.  Recapitalization Confirmation Agreement dated as of June 15, 1999 among
     the Company, Mark A. Morris, Robert B. Peterson,  Daniel Perrin, Steven
     Beck, Dominique Trempont,  Joseph Wright,  Robert Thompson,  Jack Kemp,
     Gemplus SCA,  JLT,  LP,  Jefferson  Consulting  Group,  LLC,  Jefferson
     Government  Relations,  LLC, West Plains  Investment,  Inc., Finno SCA,
     Herbert Pearthree, Allan Green and Candel & Partners.

22.  Eclipse/RealMed  Agreement  dated June 15,  1999 among the  Company,
     Mark A.  Morris,  Robert B.  Peterson,  RealMed  Capital Corporation,
     Eclipse Computing,  Inc., Eclipse Consulting Group, Inc., Eclipse Powernet,
     Inc., Eclipse Financial Corporation, Eclipse Group, Inc. and Eclipse
     America Corporation.

23.  Master Lease Vendor Agreement dated June 15, 1999 between the Company and
     Newcourt.






                               Exhibit A, 2 of 2


<PAGE>

                                    Exhibit B
                      Partial List of Terminated Agreements


1.  Non_Qualified  Stock Option Bonus Agreement for Non_Employee  dated June 10,
1998 between the Company and Mark Morris;

2.  Non_Qualified  Stock Option Bonus Agreement for Non_Employee  dated June 10,
1998 between the Company and Mark Morris;

3.  Non_Qualified  Stock Option Bonus Agreement for Non_Employee  dated June 10,
1998 between the Company and Robert Peterson;

4.  Non_Qualified  Stock Option Bonus Agreement for Non_Employee  dated June 10,
1998 between the Company and Robert Peterson;

5.  Agreement  dated  December  17, 1998  between the Company and Rollin M. Dick
regarding the Company's funded debt with First National Bank of Kokomo;

6. Warrant to Purchase  Capital  Stock of RealMed  Corporation,  dated April 16,
1999, in favor of JLT, LP;

7. Any and all  agreements  evidencing  or  relating  to loans by the Company in
favor of JLT, LP of $500,000  and $250,000  commencing  on November 25, 1998 and
December 16, 1998, respectively;

8. Proxies of Mark A. Morris and Robert B. Peterson  dated  December 16, 1998 in
favor of Rollin M. Dick;

9. Subscriptions to Capital Stock of the Company by JLT, LP dated June 18, 1998,
July 27, 1998, August 10, 1998, September 30, 1998 and October 14, 1998;

10. Loan Agreement dated April 16, 1999 between the Company and JLT, LP;

11. Promissory Notes in the original  principal  amounts of $100,000,  $500,000,
$250,000,  $250,000 and $150,000  dated March 19, 1999,  April 16, 1999,  May 3,
1999,  May 19,  1999 and June 7, 1999  respectively  executed  by the Company in
favor of JLT, LP;

12.  Employment  Agreements  dated  October 1, 1997 and June 1, 1998 between the
Company and Robert B. Peterson;

13.  Employment  Agreement  dated  October 1, 1997 and June 1, 1998  between the
Company and Mark A. Morris;

                             Exhibit B, Page 1 of 3


<PAGE>

14.  Employment  Agreement  dated  October 1, 1997 and June 1, 1998  between the
Company and Mark A. Morris;  14. Note Purchase Agreement between the Company and
Gemplus Corporation dated November 13, 1998;

15.  Subordinated  Convertible Secured Promissory Note in the original principal
amount of  $4,180,187.01,  dated  November 13, 1998,  executed by the Company in
favor of the Gemplus Corporation;

16.  Subordinated  Convertible Secured Promissory Note in the original principal
amount of $350,000,  dated January 12, 1999, executed by the Company in favor of
the Gemplus Corporation;

17.  Subordinated  Convertible Secured Promissory Note in the original principal
amount of $50,000, dated March 15, 1999,
executed by the Company in favor of the Gemplus Corporation;

18.  Subordinated  Convertible Secured Promissory Note in the original principal
amount of $50,000, dated March 23, 1999,
executed by the Company in favor of the Gemplus Corporation;

19. Warrant to Purchase  Capital Stock of RealMed  Corporation,  dated March 15,
1999, in favor of Gemplus Corporation;

20. Warrant to Purchase  Capital Stock of RealMed  Corporation,  dated March 23,
1999, in favor of Gemplus Corporation;

21.  Financial  Advisor  Agreement  dated June 17, 1998  between the Company and
Candel & Partners;

22. Subordinated  Convertible  Promissory Note dated February 23, 1999, executed
by the Company in favor of Candel & Partners;

23. Loan Agreement dated June 17, 1998 between the Company and Allan Green;

24. Loan Agreement dated October 30, 1998 between the Company and Allan Green;

25. Subordinated  Convertible  Promissory Note dated February 23, 1999, executed
by the Company in favor of Allan Green;

26.  Note and  Warrant  Purchase  Agreement  between the Company and Allan Green
dated February 23, 1999;

27. Warrant to Purchase  $180,000 of Capital Stock of RealMed  Corporation dated
February 23, 1999, executed by the Company in favor of Allan Green;


                             Exhibit B, Page 2 of 3

<PAGE>

28. Any and all agreements evidencing or relating to a loan from Robert Peterson
to the Company in the amount of $150,000, maturing on December 31, 1998;

29. Memorandum of Understanding, undated, by and between the Company and Gemplus
SCA regarding investment by the latter in the former;

30.  Purchase  Agreement  dated  August 22, 1997 between the Company and Gemplus
SCA;

31.  Purchase  Agreement  dated  October 22,  1997  between the Company and West
Plains Investment, Inc.;

32.  Purchase  Agreement  dated  January 28,  1998  between the Company and West
Plains Investment, Inc.;

33. Put and Call  Agreement,  dated  January,  1998 between the Company and West
Plains Investment, Inc;

34. Put and Call  Termination  Agreement  dated  February  2, 1998  between  the
Company and Finno, S[C]A;

35. Put and Call  Agreement  dated January 28, 1998 between the Company and West
Plains Investment, Inc.;

36. Put and Call  Termination  Agreement  binding as of October 28, 1997 between
the Company and Finno, S[C]A;

37. Stock Option  Agreement dated April 11, 1997 among the Company,  Gemplus SCA
and Finno;

38.  Extension of Stock Option  Agreement  dated May 23, 1997 among the Company,
Finno and Gemplus SCA;

39. Put and Call Agreement dated October 28, 1997 between the Company and Finno,
SA; and

40.  Extension of Stock Option  Agreement  dated May 23, 1997 among Gemplus SCA,
Finno and the Company.



                             Exhibit B, Page 3 of 3