<PAGE>

                                                                   Exhibit 10.14


                            ECLIPSE/REALMED AGREEMENT

     This Agreement ("Agreement") is dated and effective as of June 15, 1999 and
is by and among Robert B. Peterson,  Mark A. Morris, Eclipse America Corporation
("Eclipse  America"),  Eclipse Computing,  Inc. ("Eclipse  Computing"),  RealMed
Capital  Corporation,  Eclipse Consulting Group,  Inc., Eclipse Powernet,  Inc.,
Eclipse  Financial  Corporation,  Eclipse Group, Inc. (the foregoing persons and
entities shall be collectively referred to as the "Eclipse Parties") and RealMed
Corporation (the "Company").

                                    RECITALS

         A. Contemporaneously with the execution and delivery of this Agreement,
the Company and Newcourt  Financial  USA Inc.  ("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.

         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  relationship
between the  Company,  on the one hand,  and the Eclipse  Parties,  on the other
hand.

         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.  Each of the  Eclipse  Parties  (on its own  behalf  and on
behalf of its Affiliates),  on the one hand, and the Company, on the other hand,
agree that,  except as set forth in this  Agreement,  each and every  agreement,
commitment, contract and/or understanding, whether oral or written, between such
Eclipse Party (or any of its  Affiliates)  and the Company  (including,  but not
limited to each  agreement,  commitment,  contract and  understanding  listed on
Exhibit A) (collectively,  the "Terminated Agreements") is hereby terminated and
rendered  null and void and the  Company  is  hereby  released  from any and all

<PAGE>

obligations,  covenants  and  duties  under each of the  Terminated  Agreements.
Notwithstanding  the foregoing,  none of the agreements listed on Exhibit B (the
"Surviving  Agreements")  shall be included in the term "Terminated  Agreements"
and  the  validity,  enforceability  and  continuing  force  and  effect  of the
Surviving Agreements shall be unaffected by this Agreement. For purposes of this
Agreement, (a) the term "Affiliate" (or "Affiliates") means, with respect to any
specified Person, any other Person  controlling,  controlled by, or under common
control with, the specified Person (however, the Company shall not be considered
to be an Affiliate of any Interested Party), and (b) the term "Person" means any
natural person,  corporation,  partnership,  trust,  limited liability  company,
estate, association or other entity.

                  2.  Each of the  Eclipse  Parties  (on its own  behalf  and on
behalf of its Affiliates) absolutely,  irrevocably and unconditionally  releases
the Company  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  Agreement,  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 this Agreement or any Surviving Agreement.

                  3.  Eclipse  Computing  acknowledges  and  agrees  that it has
previously  transferred,  assigned  and  conveyed,  free and clear of any liens,
claims,  and  encumbrances,  to  Company,  good and  marketable  title to all of
Eclipse  Computing's  rights in the property described on the attached Exhibit C
(the "Proprietary Rights") and such transfer assignment and conveyance is hereby
ratified and confirmed.  Each of the other Eclipse  Parties hereby  acknowledges
that neither it nor any of its Affiliates  has any right,  title and interest in
or to any of the Proprietary Rights. If, nonetheless, any of the Eclipse Parties
or any of their Affiliates should have any right, title or interest in or to the
Proprietary  Rights, each such Eclipse Party (on its own behalf and/or on behalf
of any  applicable  Affiliate)  hereby  transfers,  assigns and conveys good and
marketable title, free and clear of any liens,  claims and encumbrances,  to all
such right, title and interest,  and any goodwill associated  therewith,  to the
Company.

                  4. (a)  Subject to the terms and  conditions  this  Agreement,
upon request by the Company and to the extent that Eclipse America has employees
available to provide  services,  Eclipse  America  agrees to provide the Company
with  personnel  acceptable  to the Company  (the  "Leased  Employees")  for the
purpose of providing  computer  programming  and other  related  services to the
Company  ("Services").  Such  Services  shall be  provided  from time to time as
requested  by the Company.  The Company  shall be obligated to pay only for time
spent by Leased  Employees  on behalf of the  Company to the extent such time is
reflected on a time sheet signed by the Company.

                  (b)  Company may release  any Leased  Employee  without  prior
notice to Eclipse  America if, in the Company's  opinion,  such Leased  Employee
does not perform  satisfactorily,  does not comply with the  Company's  security
requirements  or other rules and  regulations  applicable  to the conduct of the
Company employees, or for other good cause.

                                       2

<PAGE>

                  (c) Eclipse  America may  withdraw  any Leased  Employee  from
providing Services on thirty days prior written notice to the Company,  provided
Eclipse  America,  if  requested  by the  Company,  provides  the Company with a
replacement  Leased Employee  acceptable to the Company.  If any Leased Employee
performing  Services  terminates  his or her  employment  with Eclipse  America,
Eclipse  America shall provide the Company with a  replacement  Leased  Employee
acceptable to the Company as soon as possible.

                  (d) Company  agrees to pay  Eclipse  America an hourly fee for
the  performance  of the  Services  of each  Leased  Employee  equal to  Eclipse
America's  actual cost of employing  such Leased  Employee,  which costs are set
forth on  Exhibit  D.  Company  may  request  changes  in the costs set forth in
Exhibit D no more often then twice per year; however,  such changes shall not be
effective until accepted in a writing signed by the Chief  Executive  Officer of
the Company.

                  (e) Eclipse  America shall submit  invoices (with the required
time sheets) to Company  monthly for Leased  Employees  who  performed  Services
during the preceding month. Invoices shall be sent to RealMed Corporation, 10333
N. Meridian Street, Suite 350, Indianapolis, Indiana 46290, Attention: Robert J.
Hicks, or such other address indicated by Company.

                  (f) Invoices  shall be payable thirty (30) days after receipt;
however,  in the event  Company has  questions  concerning  any  invoiced  item,
payment  of that item shall be made only after the  satisfactory  resolution  of
those questions.

                  (g) During the term of Section 4 of this  Agreement  and for a
period of three years after final payment by Company,  all of Eclipse  America's
records  relating to Services  performed and amounts invoiced by Eclipse America
under  this  Agreement  shall be open to  inspection  and  subject  to audit and
reproduction by Company or Company's agent or representative.

                  (h) Eclipse  America and Company  acknowledge  and agree that,
although Leased Employees performing Services for Company shall perform Services
pursuant to Company's general  instructions,  such Leased Employees shall at all
times and for all  purposes  be deemed  employees  of  Eclipse  America  and not
employees of Company.  Eclipse America shall be responsible for Leased Employees
being advised of this fact.

                  (i) Eclipse  America  shall be  responsible  for all  contract
obligations it may have with the Leased Employees,  for the payment of all wages
and  salaries  payable to Leased  Employees,  and the cost of  providing  Leased
Employees with any fringe benefits to which they are entitled by reason of being
employed by Eclipse  America.  Eclipse  America  shall also be  responsible  for
withholding  payroll taxes from the wages and salaries paid to Leased  Employees
and the payment of all payroll taxes relating to their  employment to government
agencies  and  shall  provide  worker's  compensation  insurance,   unemployment
insurance and any other insurance required by statute.

                  (j) Eclipse America shall indemnify and hold Company  harmless
from any loss,  damage,  cost or expense which Company may incur by reason of or
arising out of (1) any Leased  Employee  filing any lien against any property of

                                       3

<PAGE>

Company or any claim or  lawsuit  against  Company in which the Leased  Employee
claims payment from Company for Services to Company,  (2) any injury  (including
death) to any Leased Employee arising from providing  Services  pursuant to this
Agreement,  not caused by the intentional act or omission of Leased Employee, or
(3) any  personal  injury  (including  death) or property  damage  caused by the
negligent or  intentional  act or omissions  of any Leased  Employee,  excluding
property damage to the Company's  property arising out of any Leased  Employee's
failure to perform Services in an professional and competent manner,  regardless
of whether such  failure  arises out of a negligent  or  intentional  act of the
Leased Employee or omission of the Leased Employee.

                  (k)  Company  agrees  that it will not  actively  solicit  the
employment of any Leased Employees who have performed Services for Company under
this Agreement until at least twelve months after such employees first performed
Services for Company; provided, however, the foregoing shall not apply to Leased
Employees who, on their own initiative, seek employment by Company.

                  (l) Each of the Eclipse  Parties agrees (on its own behalf and
on  behalf  of its  Affiliates)  that it will  not,  at any  time,  solicit  the
employment of, hire, retain or employ, any employees of Company.

                  (m) In  the  course  of the  performance  of  this  Agreement,
Eclipse  Parties  may  acquire  information  that  Company  deems  confidential,
including trade secrets and unpublished  technical information and data to which
Company has  proprietary  rights.  Confidential  Information  shall also include
information of a third party which Company is under an obligation to maintain in
confidence.  All such  information  is  referred  to  hereinafter  as  Disclosed
Information.  Eclipse America shall retain such Disclosed  Information in strict
confidence and shall not use it for the benefit of Eclipse  America or others or
communicate  it to others without the written  agreement of the Company's  Chief
Executive Officer.  Eclipse America shall not duplicate any documents, or permit
others to do so, without prior written approval of the Company's Chief Executive
Officer. Documents made available to Eclipse America by Company shall remain the
property  of Company  and shall be  delivered  along with all copies  thereof to
Company upon request, upon termination of Section 4 or this Agreement.

                  (n) All work product  arising out of or in connection with any
Services is work for hire for Company and shall be the property of Company, with
Company owning the copyright and all other rights with respect  thereto.  In the
event any part of the work product does not qualify as a work for hire,  Eclipse
America  hereby  assigns the entire  copyright  and all other rights to the work
product to  Company.  All  originals  and copies of such work  product  shall be
delivered  to Company  upon  request or at the  termination  of this  Agreement,
whichever  is  earlier.  Eclipse  America  agrees to  execute,  without  further
consideration, assignments or other documents that may be necessary to establish
Company's ownership of such work product.

                                       4

<PAGE>

                  (o) Section 4 of this  Agreement  may be  terminated by either
Eclipse  America or the Company by giving at least thirty days advanced  written
notice to the other;  provided,  however,  that subsection  4(g), (i), (j), (k),
(l), (m) and (n) shall survive any such termination.

                  5.  Eclipse  America  hereby  leases to  Company,  and Company
hereby  leases  from  Eclipse  America,  the  property  listed in Exhibit E (the
"Leased Property") for $16,000 per month,  payable in arrears for 45 months (the
"Lease  Term").  All  such  payments  shall  be due ten days  after  month  end.
Notwithstanding the foregoing, Company shall have the right, with respect to any
Leased Property,  to make payments  directly to any person who is the lessor of,
or has a security interest in, such property  ("Direct  Payments") and to reduce
the  payments  otherwise  due  Eclipse  America by the amount of any such Direct
Payment. Eclipse America represents and warrants to Company that Eclipse America
owns all  such  property  free  and  clear of all  liens,  claims,  charges  and
encumbrances of any kind, except for liens which, in the aggregate,  secure debt
of  $16,000  per month or less,  which debt does not  continue  beyond the Lease
Term. Upon the earlier of the end of the Lease Term or the closing of an Initial
Public  Offering,  Company shall have the option to purchase the Leased Property
on an "AS IS,  WHERE  IS"  basis for  $1.00,  which  shall be deemed to be good,
valuable and sufficient  consideration.  In such event, upon Company's  request,
Eclipse  America  shall  execute  and  deliver  a bill of sale  evidencing  such
conveyance.  Each Eclipse Party acknowledges and agrees that all property on the
Premises (as defined below) is either owned by the Company or is Leased Property
and that any new equipment,  furniture or fixtures which shall become located on
the Premises  will be the  property of the Company,  free and clear of all liens
created by or through the Eclipse  Party and that each Eclipse  Party shall have
no  interest  in such  property.  In the event that any of the  Eclipse  Parties
desire to use any  personal  property  located on the  Premises  and the Company
finds such use to be  acceptable,  then the Company and such Eclipse Party shall
enter into a lease agreement on commercially reasonable terms.

                  6.  The  applicable  Eclipse  Party  hereby  subleases  to the
Company,  and Company hereby  subleases from the applicable  Eclipse Party,  the
premises known as 10333 N. Meridian  Street,  Suite 350,  Indianapolis,  Indiana
(the  "Premises").  The term of the sublease  shall be for the remaining term of
the underlying lease between the applicable  Eclipse Party and the landlord (the
"Real Estate Lease"),  a true and correct copy of which has been provided to the
Chief Executive Officer of the Company. The sublease rent payable by the Company
shall be equal to the rent due under the Lease.  If any Eclipse  Party  occupies
any  portion of the  Premises  from time to time,  it shall pay to the Company a
prorata  portion of the  sublease  rent paid by the Company  based on the actual
square  footage of the space  occupied by such Eclipse  Party.  No Eclipse Party
shall modify, amend, terminate, or exercise any options which it may have under,
the Real Estate Lease without the written consent of the Chief Executive Officer
of the Company. Any notices received by any Eclipse Party in connection with the
Real Estate shall be promptly provided to the Company.

                  7. The parties  acknowledge  and agree that the  Company  owes
$36,170 to Eclipse America. The Company shall pay such amount to Eclipse America
within  15  business  days  after  the  date  of  this  Agreement.  The  parties
acknowledge  and agree that no other payables are due from the Company to any of
the Eclipse Parties or any of their Affiliates.

                                       5

<PAGE>

                  8.  Within  six  weeks  of the  date of this  Agreement,  each
Eclipse  Party agrees to cease any use of the name  "RealMed"  (or any variation
thereof) and RealMed  Capital  Corporation  shall change its name to a name that
does not include the term "RealMed" or any variation thereof.

                  9. 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.

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

                  11. 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,  and each party  hereby  consents  and  submits to the
jurisdiction of such state or federal court.

                  12. 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.

                  13. 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.

                  14. 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.

                                       6

<PAGE>

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

                  16.  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.

                  17.   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.

                  18. 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.

                  19. Each of Newcourt,  JLT, LP and the French Shareholders (as
defined in the  Shareholder  Agreement of even date  herewith)  shall be a third
party  beneficiary of this  Agreement  entitled to enforce this Agreement in its
own name,  so long as it owns at least 5% of the issued and  outstanding  common
stock of the Company.

                                       7

<PAGE>


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

REALMED CORPORATION

By: /s/ Robert B. Peterson

Robert B. Peterson, President

                                                  /s/ Robert B. Peterson

                                                      Robert B. Peterson


ECLIPSE AMERICA CORPORATION

By: /s/ Mark A. Morris                            /s/ Mark A. Morris

                                                      Mark A. Morris
By:

Its only officers, directors and shareholders



REALMED CAPITAL CORPORATION                 ECLIPSE COMPUTING, INC.

By: /s/ Mark A. Morris                      By: /s/ Mark A. Morris

By:________________________________         By:________________________________

Its only officers, directors and shareholders
                                   Its only officers, directors and shareholders



ECLIPSE POWERNET, INC.                      ECLIPSE CONSULTING GROUP, INC.

By: /s/ Mark A. Morris                      By: /s/ Mark A. Morris

By:________________________________         By:________________________________

Its only officers, directors and shareholders
                                   Its only officers, directors and shareholders






                       (Signatures continued on next page)


                                       8

<PAGE>

                   (Signatures continued from preceding page)



ECLIPSE GROUP, INC.                             ECLIPSE FINANCIAL CORPORATION


By: /s/ Mark A. Morris                      By: /s/ Mark A. Morris

By:________________________________         By:________________________________

Its only officers, directors and shareholders
                                   Its only officers, directors and shareholders





                                       9

<PAGE>


                                    Exhibit A
                      Partial List of Terminated Agreements


1.       Services Contract, dated April 23, 1997, between Eclipse Consulting
         Group, Inc. and Eclipse Medisave America Corporation.




<PAGE>

                                    Exhibit B
                              Surviving Agreements



1.       Asset Purchase Agreement, dated April 25, 1997 and effective as of
         January 1, 1997 between Eclipse Computing, Inc. and Eclipse Medisave
         America Corporation.

2.       Bill of Sale, effective as of January 1, 1997, signed by Eclipse
         Consulting, Inc. in favor of Eclipse Medisave America Corporation.

3.       The Release and Termination Agreement dated as of June 15, 1999 among
         the Company, Newcourt Financial USA Inc., Candel & Partners, Gemplus
         SCA, Gemplus Corp., West Plaines Investment, Inc., Finno SCA, Allan
         Green, JLT, L.P., Rollin M. Dick, Mark A. Morris, Robert B. Peterson,
         and any "Surviving Agreement" set forth on Exhibit A thereto.

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




<PAGE>


                                    Exhibit C
                               Proprietary Rights


         All customer lists, software,  source code, trade secrets,  copyrights,
and other intellectual property related to processing,  adjudicating, paying and
documenting  medical  insurance  claims for  providers  of medical  services and
medical  insurance  companies  and all  goodwill  associated  therewith  and all
trademarks, trade names, and service marks including:

            Medisave  America  Master  Group  Administration  Reference
            Manual registered effective December 9, 1997.

            Medisave America Master Group Administration - Version 2.4
            registered effective December 10, 1997.

            The names "RealMed Corporation,"  "RealMed" and all variations and
            derivations thereof.




<PAGE>

                                    Exhibit D
                                Leased Employees



Computer Programming Consultants................................$95.00 per hour


Other Personnel....................................To Be Agreed Upon by RealMed
                                               CEO and Applicable Eclipse Party





<PAGE>


                                    Exhibit E
                                 Leased Property


         Leased  Property  consists of the  property  listed on the  following 6
pages on Exhibit E-1 and all property listed on pages 1-7 of Exhibit E-2 that is
not owned by RealMed Corporation.