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                                                                    Exhibit 4.03

                              SHAREHOLDER AGREEMENT

         This Agreement,  made as of June 15, 1999, is entered into by and among
RealMed Corporation (the "Company"), an Indiana corporation,  Robert B. Peterson
("Peterson"), Mark A. Morris ("Morris"), JLT, LP, an Indiana limited partnership
("JLT"), Gemplus SCA, Gemplus Corp., Allan Green, West Plains Investment,  Inc.,
Finno SCA, and Candel & Partners  (collectively,  the  foregoing six persons are
sometimes  hereinafter  referred to as the "French  Shareholders")  and Newcourt
Financial USA Inc. ("Newcourt") (individually,  each a "Current Shareholder" and
collectively the "Current Shareholders") and Rollin M. Dick.

                                    RECITALS:

         A.  Immediately  upon the  closing  (the  "Closing  Time")  of the Loan
Agreement  described  below  and  the  related   transactions  which  are  being
consummated  contemporaneously  therewith,  the authorized  capital stock of the
Company will  consist of  200,000,000  shares of common stock  without par value
(the "Common Shares"),  of which the Current  Shareholders will own, or have the
right to acquire, the number of shares set forth on Exhibit A.

         B. The  Company  and  Newcourt  intend to enter  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.  Newcourt will
not enter into the Loan Agreement unless,  among other things, this Agreement is
executed and delivered by the Company and the Current Shareholders.

         C. The  Company,  Peterson,  Morris,  JLT and the  French  Shareholders
believe that 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.

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

         Section 1.  Definitions.  The following terms and words, as  used in
this Agreement,  shall have the meanings  ascribed to them below:

         (a) The term "Affiliate"  means, with respect to any specified Person,
any member of the  specified  Persons  family and any other Person  controlling,
controlled by, or under common control with,  (i) the specified  Person,  and/or
(ii) any member of the specified Person's family.

         (b) The term  "Board of  Directors"  means the Board of  Directors  of
the Company as such Board shall exist from time to time.

         (c) The  term  "Initial  Public  Offering"  means  the  initial  public
offering of Common Shares of the Company  pursuant to an effective  registration
statement under the Securities Act of 1933 which generates gross proceeds to the
Company of at least $50,000,000 or involves the issuance of Common Shares of the

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Company at least equal to 20% of the then outstanding Common Shares.

         (d) The term  "Involuntary  Transfer" means any transfer of Shares made
contrary  to or  without  the free will,  choice or  consent  of a  Shareholder,
including,  without  limitation,  a  transfer  to a  trustee  in  bankruptcy,  a
receiver, a judgment creditor,  a lienholder,  the holder of a security interest
or other encumbrance,  a transfer pursuant to a divorce decree or other transfer
made pursuant to a judicial order or legal process, and a transfer to a personal
representative or other fiduciary upon the death or incapacity of a Shareholder.

         (e) The term  "Involuntary  Transfer Date" means the date upon which an
Involuntary Transfer of Shares occurs.

         (f) The term "Person" includes, but is not limited to, an individual, a
fiduciary, a trust, an estate, a partnership, an association, a corporation, and
any other entity.

         (g) The term  "Prorata  Portion"  means,  with respect to any Remaining
Shareholder at any point in time, a fraction (i) the numerator of which is equal
to the sum of (A) the Shares then owned by such Remaining  Shareholder  plus (B)
the number of additional  Shares which such Remaining  Shareholder would be able
to  acquire  if it  were  fully  to  exercise  all of its  option,  warrant  and
conversion  rights (such sum being referred to as the  "Remaining  Shareholder's
Total  Shares")  and (ii) the  denominator  of  which  is the  aggregate  of all
Remaining Shareholder's Total Shares.

         (h) The  term  "Purchase  Price"  means  the  price  to be paid for the
purchase of Shares as determined pursuant to Section 6.

         (i) The terms  "Remaining  Shareholder"  and  "Remaining  Shareholders"
mean,  in  any  particular  instance,   the  Shareholder  or  Shareholders,   as
applicable,  who is (are), at the relevant time,  still holders of Shares and is
(are) not the  Shareholder  desiring to make a  Voluntary  Transfer or making an
Involuntary Transfer, as applicable.

         (j) The  terms  "Share"  and  "Shares"  mean (i)  capital  stock of the
Company now issued and  outstanding,  (ii) any and all  capital  stock which may
later be issued,  and (iii) any and all shares of stock or other securities into
which the issued and outstanding capital stock may be converted in any corporate
reorganization including, but not limited to, a sale, exchange, recapitalization
or merger, which in any event are at any time owned of record or beneficially by
any of the Current Shareholders.

         (k)  The  terms  "Shareholder"  and  "Shareholders"  mean  the  Current
Shareholders  and any and all other  persons  who,  from  time to time,  own any
Shares.

         (l)  The  term  "Special  Transaction"  means  any of the  transactions
requiring  the approval of the Company's  shareholders  pursuant to Article V of
the Company's Articles of Incorporation.

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         (m) The term  "Transferor"  means  any  person(s)  who  sell(s)  Shares
pursuant  to  this  Agreement,  whether  such  person  is a  Shareholder  or the
transferee of an Involuntary Transfer.

         (n) The term "Transferee" has the meaning set forth in Section 7.

         (o) The  term  "Voluntary  Transfer"  means  any  transfer  of  Shares
(including,  but not limited to, a sale, gift, transfer to a trust, encumbrance,
grant or pledge) which is not an Involuntary Transfer.

         Section 2.  Representations, Warranties and Covenants.

         (a) Each of JLT,  Newcourt and the French  Shareholders  represents and
warrants to the other Current  Shareholders  that,  as of the Closing Time,  the
information  set  forth on  Exhibit A to this  Agreement  with  respect  to such
Current Shareholder's  ownership of, and rights with respect to, Shares is true,
accurate  and  complete  and such  Current  Shareholder  owns no Shares or other
securities  of the  Company and has no rights with  respect  thereto,  except as
disclosed on Exhibit A. Peterson and Morris,  jointly and  severally,  represent
and warrant to the other Current  Shareholders that, as of the Closing Time, the
information  on Exhibit A to this  Agreement  is true,  accurate and complete to
within a margin of error equal to 50,000 Shares and no person,  other than those
identified  on Exhibit A, owns any Shares or other  securities of the Company or
has any rights with respect thereto.

         (b) The Company, Peterson and Morris, jointly and severally,  represent
and warrant to the other  Current  Shareholders  that Schedule 2(b) sets forth a
true,   accurate  and  complete   description  of  all  contracts,   agreements,
commitments,   transactions,  transfers,  or  other  arrangements,  directly  or
indirectly,  between the  Company and any  Affiliate  of the  Company,  Peterson
and/or Morris which currently exist or which took place or were in effect at any
time since January 1, 1997.

         (c) The Company represents and warrants to Newcourt, JLT and the French
Shareholders,  and Peterson and Morris,  jointly and  severally,  represent  and
warrant  to  Newcourt,  JLT and the  French  Shareholders  to the  best of their
knowledge (after due inquiry),  that, except as otherwise  disclosed in Schedule
2(c) to this  Agreement,  upon the closing of the  transactions  contemplated in
connection with the closing of the Newcourt Loan  Agreement,  the Company 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.

         (d) The Company represents and warrants to Newcourt, JLT and the French
Shareholders  and  Peterson and Morris,  jointly and  severally,  represent  and
warrant  to  Newcourt,  JLT and the  French  Shareholders,  to the best of their
knowledge, that:

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                  (i)      The Company, 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 2(d) to this  Agreement  (the  "Intellectual
                           Property");

                  (ii)     All of the  Intellectual  Property listed in Schedule
                           2(d) to this Agreement (A) 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 (B) is owned
                           entirely  by  the  Company,   without  qualification,
                           limitation, burden or encumbrance of any kind; and

                  (iii)    The Company 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.  The  Company 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.

         (e)  JLT, Rollin M. Dick and the Company hereby acknowledge and agree
 that:

                  (i)      In  lieu of  receiving  repayment  of the  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,  with  accrued
                           collective interest of $15,890.42 as of June 15, 1999
                           for a total outstanding amount of $1,265,890.42,  JLT
                           hereby applies the amount owed  thereunder and agrees
                           to pay the  Company  $30,734.58  in order to exercise
                           the  warrant  dated  April  16,  1999  for  1,375,000
                           shares. JLT agrees to remit the $30,734.58 within ten
                           business days of the date of this Agreement.

                  (ii)     The Agreement dated December 17, 1998 by and between
                           Rollin M. Dick and the Company is hereby canceled.

                  (iii)    Within 15 days of the date of this Agreement,  Rollin
                           M. Dick shall advance the Company One Million Dollars
                           ($1,000,000) to pay off the principal balance of that
                           certain  credit  facility  (the  "Facility")  of  the
                           Company with the First National Bank & Trust, Kokomo,
                           Indiana  (the "Bank") and as  consideration  for such
                           payment,  the  Company  shall  (A)  cause the Bank to
                           release Mr. Dick's guaranty of the Facility,  and (B)
                           issue 1,060,455 Common Shares to JLT.

         (f)  Each of the French Shareholders and the Company hereby agree as
follows:

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                  (i)      Definitions.  For purposes of this Section 2(f), the
                           following terms have the following meanings:

                           A.  "Notes" shall mean:

                                    (1)     Promissory  Note dated  February 22,
                                            1999 in favor of Allan  Green in the
                                            principal amount of $566,943.57 with
                                            accrued   interest   of   $14,041.56
                                            through June 15, 1999;

                                    (2)     Promissory  Note dated  February 23,
                                            1999 in favor of  Candel &  Partners
                                            in   the    principal    amount   of
                                            $164,401.10 with accrued interest of
                                            $4,035.71 through June 15, 1999; and

                                    (3)     Promissory Notes in favor of Gemplus
                                            Corp.  in the  principal  amount  of
                                            $4,180,187.01  (the "Reader  Note"),
                                            $350,000,  $50,000 and $50,000 dated
                                            November 13, 1998, January 12, 1999,
                                            March 15,  1999 and March 23,  1999,
                                            respectively,  with accrued interest
                                            of $212,533.59 as of June 15, 1999.

                           B.  "Green  Agreement" means the Financial  Advisor
                               Agreement dated June 17, 1998 pursuant to which
                               the Company owed Green $75,000 for services
                               rendered.

                           C.  "Green Warrant" shall mean the warrant dated
                               February 23, 1999 executed by the Company in
                               favor  of  Allan  Green  whereby  Green  can
                               purchase  up to  $180,000  of the  Company's
                               Common Shares.

                           D.  "Gemplus  Warrants" shall mean the two warrants
                               dated March 15, 1999 and March 23, 1999 in favor
                               of Gemplus Corp.  whereby Gemplus Corp. has the
                               option to purchase under each warrant up to
                               $10,000 of the Company's Common Shares.

                  (ii)     In lieu of  receiving  repayment  of the  Notes,  any
                           future rights under the Green Warrant and the Gemplus
                           Warrants   and  any  amount  owing  under  the  Green
                           Agreement,  each French  Shareholder  hereby  applies
                           such amount in order that the  Company  shall issue a
                           promissory   note   in  the   principal   amount   of
                           $4,287,797.87  to Gemplus Corp.,  convert the Gemplus
                           Warrants  into  21,276  shares of Stock,  convert the
                           Green  Warrant  into  191,489  shares of  Stock,  and
                           convert the  principal  balance of all Notes  (except
                           the Reader Note) into 1,252,750 shares of Stock.

                  (iii)    Each  French   Shareholder   by   execution  of  this
                           Agreement  hereby  authorizes the Company to transfer
                           its shares to the other French  Shareholders in order

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                           that each French  Shareholder's total equity interest
                           in the Company corresponds to that set forth opposite
                           such French Shareholder's name in Exhibit A.

                  (iv)     Each  French   Shareholder   hereby   represents  and
                           warrants  that all the  actions  required  under this
                           Section  4(f)  of  this   Agreement  by  each  French
                           Shareholder  have been duly  authorized and are valid
                           and binding on each French Shareholder.

                  (v)      The French Shareholders shall promptly deliver to the
                           Company the originals of the Notes, Green Warrant and
                           Gemplus  Warrants and they shall  indemnify  and hold
                           the  Company  harmless  from and  against any and all
                           claims,   demands,   actions,   costs  and   expenses
                           (including, without limitation, reasonable attorneys'
                           fees) based upon or arising  out of the Notes,  Green
                           Warrant and/or Gemplus Warrants.

         (g)      Rollin M. Dick, JLT, each of the French Shareholders, Peterson
                  and Morris  hereby  acknowledge  that pursuant to the Newcourt
                  Loan Agreement and Promissory Note, Newcourt may convert up to
                  $17,500,000  into  19,530,286  Common  Shares  and  that  such
                  conversion    allows   Newcourt   to   purchase   Shares   for
                  approximately  $.896 per share.  Each of the foregoing parties
                  agree that they have waived any "down round" or similar right,
                  in converting any warrants,  options or  convertible  notes or
                  any  similar  equity  anti-dilution  rights  and that all such
                  rights  have  been  terminated   pursuant  to  the  terms  and
                  conditions  of the Release and  Termination  Agreement of even
                  date herewith.

         (h)      Morris and Peterson  shall use their best efforts to cause any
                  employees or former employees who are participants in the 1997
                  Incentive  Stock  Option Plan and have granted  Morris  and/or
                  Peterson a proxy to vote his shares to transfer  the proxy to,
                  or execute a replacement proxy in favor of, Robert J. Hicks or
                  such other  person who may be Chief  Executive  Officer of the
                  Company.

         Section 3. Restrictions on Transfer. Except as set forth in Sections 4,
5 and 11, a Shareholder shall not voluntarily or involuntarily,  by operation of
law or otherwise,  sell, assign, convey,  transfer,  donate, pledge, encumber or
dispose of any Shares except in accordance with the terms of this Agreement.

         Section 4.  Voluntary Transfers.

         (a) If a Shareholder desires to make a Voluntary Transfer of any of his
Shares,  or any  interest in his Shares,  he shall give notice to the  Remaining
Shareholders  of his  intention  to make a  Voluntary  Transfer  (the  "Transfer
Notice"). The Transfer Notice shall contain the following information:

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                  (i)      the number of Shares to be transferred (the "Section
                           4 Shares");

                  (ii)     the name and address of the proposed transferee;

                  (iii)    the terms and conditions, including the purchase
                           price per Share, of the proposed transfer; and

                  (iv)     a  representation  and  warranty  that  the  proposed
                           transferee  has a bona fide intention to purchase the
                           Section 4 Shares on such terms and  conditions and is
                           ready,  willing and able  (financially and otherwise)
                           to  acquire  the  Section 4 Shares on such  terms and
                           conditions  (it  being   expressly   agreed  that  no
                           Shareholder  may make  (or seek to make) a  Voluntary
                           Transfer  of any of his  Shares to a person or entity
                           not so qualified).

         The  Transfer  Notice shall  constitute  an offer to sell the Section 4
Shares to the Remaining  Shareholders and each Remaining  Shareholder shall have
an option to purchase  that number of the Section 4 Shares which is equal to the
product of (a) such Remaining  Shareholder's  Prorata  Portion of such Section 4
Shares,  and (b) the total  number of Section 4 Shares,  at the  Purchase  Price
specified  in Section 6(a) and upon the terms and  conditions  set forth in this
Agreement.  The date upon  which  the  Transfer  Notice is mailed or  personally
delivered, as applicable, shall be the effective date of the option given to the
Remaining Shareholders.

         Each Remaining  Shareholder may, but shall not be required to, purchase
any or all of his  Prorata  Portion  of the  Section 4 Shares  by giving  notice
(within  one month after the  effective  date of the option  granted  under this
Section 4 and in accordance  with Sections 9 and 18) to the selling  Shareholder
and the Company of his decision to purchase such Shares.  Within five days after
the last one-month  option period has expired,  the Company shall give notice to
each Remaining  Shareholder of the option election results  (including,  but not
limited to, a  statement  of the number of Section 4 Shares,  if any,  not being
purchased by the Remaining Shareholders) (the "Section 4 Exercise Notice").

         In the event any Remaining  Shareholder fails to exercise his option to
purchase his Prorata Portion of the Section 4 Shares, or purchases less than all
of his Prorata Portion of the Section 4 Shares, each other Remaining Shareholder
who has  exercised  his option to  purchase  his entire  Prorata  Portion of the
Section 4 Shares  shall have an option to purchase X% of those  Section 4 Shares
not  purchased,  where X equals such  Remaining  Shareholder's  Prorata  Portion
expressed as a percentage of the Prorata Portions of all Remaining  Shareholders
who have an option to  purchase  additional  Section 4 Shares  pursuant  to this
sentence. This secondary option may be exercised in the same manner as described
above at any time  during a ten-day  period  beginning  on the date on which the
Section 4 Exercise  Notice was given.  The Company shall provide each  Remaining
Shareholder with a Section 4 Exercise Notice, as provided above, with respect to
the  secondary  option and this  procedure  for the  secondary  option  shall be
followed  in  successive  turns  until  all of the  Section  4 Shares  have been
purchased by Remaining  Shareholders  or until each  Remaining  Shareholder  has

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declined to exercise  his option to purchase  additional  Section 4 Shares.  The
final date upon which the last Remaining  Shareholder provides written notice of
the  exercise of his last option to purchase  Section 4 Shares or the final date
upon which such  Remaining  Shareholder  is entitled to provide  such notice but
fails to do so, as  applicable,  shall be  referred  to as the  "Section 4 Offer
Termination Date."

         In the event that less than all of the  Section 4 Shares are  purchased
by the Remaining Shareholders,  the rights of each of the Remaining Shareholders
under  this  Section  4(a)  with  respect  to such  transfer  shall  immediately
terminate  and the  Shareholder  desiring  to make the  transfers  may make such
transfer;  provided,  however,  that the transfer only may be made in accordance
with  the  terms  and  conditions  of the  proposed  transfer  specified  in the
applicable  Transfer Notice and may be made only if the transferee  executes and
delivers  to each  Remaining  Shareholder  a  written  instrument  by which  the
transferee agrees to be bound by this Agreement.

         (b) If a Shareholder desires to acquire, directly or indirectly, any of
the Common Shares owned by Ricardo  Richardson (the "Richardson  Shares"),  such
Shareholders  shall give notice to the other  Shareholders  of his  intention to
make such  acquisition and each  Shareholder  may, but shall not be required to,
purchase any or all of his Prorata Portion of the Richardson Shares. The parties
shall  follow  procedures  analogous  to  those  set  forth in  Section  4(a) in
connection  with the  exercise  of their  rights to acquire  Richardson  Shares;
provided,  however,  that the "all or  nothing"  concept  set  forth in the last
paragraph of Section 4(a) shall not apply.

         Section 5.  Involuntary Transfers.

         Upon a  Shareholder's  Involuntary  Transfer of Shares,  the  Person(s)
having an interest in those  Shares (the  "Section 5 Shares") as a result of the
Involuntary  Transfer  shall  be  deemed  to have  made an offer to sell to each
Remaining Shareholder, and each Remaining Shareholder shall be deemed to have an
option to  purchase  from such  person(s),  that  number of the Section 5 Shares
which is equal  to the  product  of (a)  such  Remaining  Shareholder's  Prorata
Portion of the Section 5 Shares,  and (b) the total  number of Section 5 Shares.
The Shareholder  whose Shares are the subject of an Involuntary  Transfer shall,
within three days of the Involuntary Transfer Date, give notice to the Remaining
Shareholders  and the  Company of the  Involuntary  Transfer  (the  "Involuntary
Transfer Notice").  The Involuntary  Transfer Notice shall contain the following
information:

                  (a)  the number of Shares subject to the Involuntary Transfer;
                       and

                  (b)  the name and address of the transferee.

The date upon  which the  Involuntary  Transfer  Notice is mailed or  personally
delivered, as applicable, shall be the effective date of the option given to the
Remaining Shareholders.

         Each Remaining  Shareholder may, but shall not be required to, purchase
any or all of his Prorata  Portion of the  Section 5 Shares by giving  notice of
his decision to purchase such Shares (within one month after  receiving the Fair

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Value Notice (as defined in Section 7) and in accordance with Sections 9 and 18)
to the  Person(s)  having an interest in the Section 5 Shares as a result of the
Involuntary  Transfer  and to the  Company.  Within  five  days  after  the last
one-month  option  period has  expired,  the  Company  shall give notice to each
Remaining Shareholder of the option election results (including, but not limited
to, a statement of the number of Section 5 Shares,  if any, not being  purchased
by the Remaining Shareholders ) (the "Section 5 Exercise Notice").

         In the event any Remaining  Shareholder fails to exercise his option to
purchase his Prorata Portion of Section 5 Shares,  or purchases less than all of
his Prorata Portion of the Section 5 Shares,  each other  Remaining  Shareholder
who has  exercised  his option to  purchase  his entire  Prorata  Portion of the
Section 5 Shares  shall have an option to purchase X% of those  Section 5 Shares
not  purchased,  where X equals such  Remaining  Shareholder's  Prorata  Portion
expressed as a  percentage  of the sum of the Prorata  Portion of all  Remaining
Shareholders who have an option to purchase additional Section 5 Shares pursuant
to this sentence.  This secondary  option may be exercised in the same manner as
described  above at any time during a ten-day  period  beginning on the date the
Section 5 Exercise  Notice was given.  The Company shall provide each  Remaining
Shareholder with a Section 5 Exercise Notice, as provided above, with respect to
this  secondary  option and this  procedure  for the  secondary  option shall be
followed  in  successive  turns  until  all of the  Section  5 Shares  have been
purchased by Remaining  Shareholders  or until each  Remaining  Shareholder  has
declined to exercise  his option to purchase  additional  Section 5 Shares.  The
final date upon which the last Remaining  Shareholder provides written notice of
the  exercise of his last option to purchase  Section 5 Shares or the final date
upon which such  Remaining  Shareholder  is entitled to provide  such notice but
fails to do so, as  applicable,  shall be  referred  to as the  "Section 5 Offer
Termination Date."

         Section 6. Purchase  Price.  The  Purchase Price per Share for Shares
sold and purchased  pursuant to this  Agreement  shall be determined as follows:

         (a) Voluntary Transfers.  With respect to a sale and purchase of Shares
pursuant to Section 4(a),  the Purchase Price shall be the price per Share to be
paid by the proposed  transferee of the Section 4(a) Shares (as specified in the
applicable Transfer Notice).

         (b)  Involuntary  Transfers.  With  respect  to a  purchase  of  Shares
pursuant  to Section 5 the  Purchase  Price per Share  shall be the fair  market
value per Share  (established  pursuant to Section 7) as of the end of the month
immediately prior to the Involuntary Transfer Date.

         Section 7.  Determination of Fair Value. Upon receipt of an Involuntary
Transfer  Notice,  the  party(s) to whom the Shares  would be  transferred  (the
"Transferee(s)") and the Remaining  Shareholders shall attempt to mutually agree
upon a fair  market  value.  In the event the  Transferee(s)  and the  Remaining
Shareholder  are  unable,  within  30  days  of  the  date  that  the  Remaining
Shareholders received the Involuntary Transfer Notice (the "Involuntary Transfer
Notice  Date"),  to  mutually  agree upon a fair  market  value of the Section 5
Shares, the Remaining  Shareholders shall engage an appraiser,  at the Remaining
Shareholders's  expense, to value the Shares of the Company ("First Appraisal").

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The  Remaining  Shareholder  shall  forward such report within 60 days after the
date of Involuntary  Transfer Notice Date. If the Transferee  disagrees with the
determined  value which such  appraiser  establishes,  the  Transferee  shall be
entitled to engage another  appraiser  within 30 days after receipt of the First
Appraisal,  at the Transferee's own expense,  to value the Shares of the Company
("Second Appraisal").

         If the First Appraisal is obtained and no Second Appraisal is obtained,
the price per Share  established  pursuant to the First  Appraisal  shall be the
Purchase Price.  If a First Appraisal and a Second  Appraisal are both obtained,
the Purchase  Price shall be the average of the price per Share  established  in
the First Appraisal and the price per Share  established in the Second Appraisal
unless such  Appraisals  establish  prices per Share which are different by more
than ten percent (10%). If such Appraisals  establish prices per Share which are
different by more than ten percent (10%), then the two appraisers selected shall
select  a third  appraiser  (within  15  days  after  the  Second  Appraisal  is
obtained),  who shall  determine  which of the First  Appraisal  and the  Second
Appraisal is the more reasonable (the "Selected Appraisal").  In such event, the
Determined Value shall be equal to the price per Share  established  pursuant to
the Selected  Appraisal.  The costs and expenses of the third appraiser shall be
shared equally between the Remaining  Shareholders  and the  Transferee(s).  The
determinations of the appraisers shall be final, binding and conclusive upon the
Transferee(s), the Company and the Remaining Shareholders.

         Section 8. Manner of Purchase by Remaining  Shareholders.  Within sixty
days after the Section 4 Offer  Termination Date or Section 5 Offer  Termination
Date, as applicable,  each Remaining Shareholder  purchasing Shares shall tender
to  the  Secretary  of  the  Company  a  certified  check  made  payable  to the
appropriate  Transferor  in an  amount  equal  to the  number  of  shares  being
purchased by the Remaining  Shareholder  multiplied by the  applicable  purchase
price per Share established by this Agreement; provided, however, in the event a
proposed  Voluntary Transfer provides that some or all of the aggregate purchase
price of Section 4 Shares will be paid to the  Transferor  in one or more future
installments ("Deferred Purchase Price"), then each Remaining Shareholder who is
purchasing  Section 4 Shares shall tender to the  Secretary of the Company (a) a
certified  check  made  payable  to the  Transferor  in an amount  equal to that
portion of the aggregate  purchase price of the Section 4 Shares being purchased
by  him  for  cash,  and  (b) a  promissory  note  executed  by  such  Remaining
Shareholder to and in favor of the  Transferor,  in a principal  amount equal to
that portion of the Deferred Purchase Price attributable to the Section 4 Shares
being  purchased by such Remaining  Shareholders  and containing  such terms and
conditions  as are  set  forth  in the  Transfer  Notice.  Upon  receipt  of the
foregoing  certified check and, if applicable,  promissory note from a Remaining
Shareholder,  the Secretary of the Company shall: (i) cause such certified check
and, if  applicable,  promissory  note,  to be  delivered to the  Transferor  in
exchange  for  delivery by the  Transferor  of a  certificate  or  certificates,
endorsed  in  blank,  evidencing  the  Shares  being  sold,  and (ii)  cause the
appropriate  certificates  evidencing  such Shares being sold to be delivered to
the Remaining Shareholder.

         Section 9. Notice of Exercise of Option to Purchase Shares. Each notice
of exercise  required  pursuant to Sections 4 and 5 of this  Agreement  shall be
written and shall specify the number of Shares which the  Remaining  Shareholder
is purchasing.

                                       10

<PAGE>


         Section 10.  Restrictive  Legends.  The following  restrictive  legend
shall  be  placed  upon  each  certificate  evidencing  Shares  subject  to this
Agreement:
                  The  sale,   assignment,   transfer,   encumbrance   or  other
                  disposition of the shares of common stock  represented by this
                  certificate  are  restricted  by the  terms  of a  Shareholder
                  Agreement,   dated  as  of  June  15,  1999,   among   RealMed
                  Corporation  and certain of its  shareholders.  A copy of that
                  agreement is on file with,  and available for  inspection  at,
                  the offices of RealMed Corporation.

         Section 11.  Permitted Transfers.

         (a)  Notwithstanding  any  other  provision  of this  Agreement  to the
contrary, Peterson and Morris shall each be entitled to sell, convey, assign and
transfer  to  JLT up to  944,111  Shares  pursuant  to the  terms  of an  Option
Agreement,  dated June 10, 1996, by and among  Peterson,  Morris and JLT without
complying with the provisions of this Agreement.  Any such Shares transferred to
JLT shall,  after such  transfer  to JLT, be subject to the  provisions  of this
Agreement.

         (b)  Notwithstanding  any  other  provision  of this  Agreement  to the
contrary,  each of Peterson and Morris shall be entitled to sell, convey, assign
and transfer  Shares to members of his family and/or key executive  employees of
the Company without  complying with the provisions of this Agreement;  provided,
however,  that each of Peterson and Morris shall be entitled to transfer no more
than a total of 2,500,000  Shares  pursuant to this Section 11(b),  and any such
transfer  shall be null and void unless the  transferee of such Shares  executes
and delivers a written  instrument by which the transferee agrees to be bound by
this Agreement.

         (c)  Notwithstanding  any  other  provision  of this  Agreement  to the
contrary, Newcourt shall be entitled to sell, convey, assign and transfer any or
all of its Shares to any entity,  if  Newcourt  Credit  Group Inc.,  directly or
indirectly,  maintains  more than fifty  percent of the voting  interest in such
entity, without complying with the terms of this Agreement;  provided,  however,
that any such  transfer  shall be null and void  unless the  transferee  of such
Shares  executes  and  delivers a written  instrument  by which such  transferee
agrees to be bound by the terms of this Agreement.

         (d)  Notwithstanding  any  other  provision  of this  Agreement  to the
contrary,  the French Shareholders shall be entitled to sell, convey, assign and
transfer all of their  respective  Shares to Newco 1 and Newco 2 as contemplated
in Section 14 of this  Agreement  and Newco 1 and Newco 2 shall be  entitled  to
sell,  convey,  assign and transfer Shares to other  entities,  if Gemplus Corp.
and/or Gemplus SCA, directly or indirectly,  maintain more than fifty percent of
the voting  interest in each such entity (the "Gemplus  Affiliates");  provided,
however,  that any such transfer shall be null and void unless the transferee of
such Shares executes and delivers a written  instrument by which such transferee
agrees to be bound by the terms of this Agreement.

                                       11

<PAGE>

         (e)  Notwithstanding  any  other  provision  of this  Agreement  to the
contrary,  JLT shall be entitled to sell, convey, assign and transfer its Shares
to other  entities,  if  Rollin  M.  Dick  and/or  Helen E.  Dick,  directly  or
indirectly, maintain more than fifty percent of the voting interest in each such
entity ("JLT  Affiliates")  without  complying with the terms of this Agreement;
provided,  however,  that any such  transfer  shall be null and void  unless the
transferee  of such Shares  executes and delivers a written  instrument by which
such transferee agrees to be bound by the terms of this Agreement.

         Section 12.  Voting Agreement.

         (a) Subject to the  conditions  set forth in this Section  12(a),  each
Shareholder  hereby agrees to vote all of the Shares owned or controlled by such
Shareholder to effectuate the election of the following  persons to the Board of
Directors:  (i) Robert J. Hicks (so long as he is Chief Executive Officer of the
Company); (ii) Rollin M. Dick (so long as JLT owns at least 5% of the issued and
outstanding  voting  securities of the Company);  (iii) Peterson (so long as he,
his wife and/or an entity  controlled by he and/or his wife owns at least 10% of
the issued and outstanding  voting  securities of the Company);  (iv) Morris (so
long as he, his wife and/or an entity  controlled  by he and/or his wife owns at
least 10% of the issued and outstanding  voting securities of the Company);  (v)
one person  designated by Gemplus Corp. (so long as the Gemplus  Corp.,  Gemplus
SCA, Gemplus Affiliates and/or Newco 1 and Newco 2 collectively own at least 10%
of the issued and outstanding voting securities of the Company);  and (vi) up to
two persons designated by Newcourt (so long as Newcourt owns at least 10% of the
issued and outstanding voting securities of the Company).

         (b) At least two business days prior to a vote by the  shareholders  of
the Company on any Special  Transaction,  the Shareholders shall meet in person,
by telephone or by other means by which all Shareholders may simultaneously hear
each other during the meeting,  to determine how their Shares will be voted with
respect to such Special Transaction. At such meeting, Newcourt shall be entitled
to a total of two votes,  Morris,  Peterson  and JLT shall each be entitled to a
single  vote and the French  Shareholders  collectively  shall be  entitled to a
single vote  (collectively,  the  "Special  Transaction  Votes") for purposes of
determining  how  the  Shares  will  be  voted  with  respect  to  such  Special
Transaction.  Except as set forth in  Section  12(c),  each  Shareholder  hereby
agrees to vote all of his Shares  against  each  Special  Transaction  unless at
least all but two of the Special  Transaction  Votes  eligible to vote have been
cast in favor of such  Special  Transaction,  in which  case,  each  Shareholder
agrees to vote all of his Shares in favor of such Special Transaction; provided,
however, that if any Shareholder (or an Affiliate of any Shareholder) is a party
to or directly  interested  (other than in its capacity as a  Shareholder)  in a
Special  Transaction,  such  Shareholder  shall not be  entitled  to its Special
Transaction  Vote(s) with respect to such Special  Transaction  and such vote(s)
shall not be  considered  to be  "eligible to vote" with respect to such Special
Transaction  for purposes of this  sentence.  All parties  agree that any Common
Shares  which a party may be entitled to vote  pursuant to a proxy or  otherwise
shall be voted in accordance with the provisions of this Section 12(b).

                                       12

<PAGE>

         (c) In the event any  person  other  than  Current  Shareholders  shall
become a Shareholder subject to this Agreement,  the following rules shall apply
with respect to the casting of Special Transaction Votes:

                  (i)      in no event shall the total number of Special
                           Transaction Votes be more than six;

                  (ii)     in the event a Current  Shareholder  transfers any of
                           his   Shares  to  a  person   other  than  a  Current
                           Shareholder,  such  other  Shareholder  shall  not be
                           entitled to an independent  Special Transaction Vote,
                           rather  the  Special   Transaction   Vote(s)  of  the
                           transferring  Current Shareholder shall be cast based
                           on the  majority  vote  of the  Shares  then  held or
                           previously transferred by such Current Shareholder.

Thus, for example,  if Peterson has transferred  1,000 of his Shares to person A
and 500 of his  Shares to person B and person B has in turn  transferred  100 of
such  Shares to person C, then in the event of a Special  Transaction,  person A
shall be entitled to vote 1,000  Shares,  person B shall be entitled to vote 400
Shares,  person C shall be  entitled  to vote 100 Shares and  Peterson  shall be
entitled to vote all of his retained  Shares (all the foregoing  Shares shall be
referred  to  in  this  Section  as  the  "Peterson  Shares")  for  purposes  of
determining how the "Peterson"  Special  Transaction Vote shall be cast and such
Special  Transaction Vote shall be cast in the manner which receives the vote of
the majority of the Peterson Shares which were voted. The provisions of Sections
12(b) and (c) shall not apply to any Special Transaction which meets each of the
following criteria:

                  (i)      it involves the issuance of Shares; and

                  (ii)     each  Shareholder  has been  granted  an  enforceable
                           right to acquire (on the same terms and conditions as
                           those   applicable   to   the   proposed    issuance)
                           proportional amounts of the Shares to be issued .

         (d)  The voting agreement created by this Section 12 has been created
under and pursuant to Ind. Codess.23-1-31-2.

         Section 13.  During the term of this Agreement, the Company shall

         (a) 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 Company  reflecting all
financial transactions;

         (b)  furnish to  Shareholders  (i) within  ninety days after the end of
each fiscal year of Company, a balance sheet as of the close of such fiscal year
and statements of income, retained earnings and changes in financial position of
Company  for such  fiscal  year,  all of which are to be audited by a  certified
public accountant  (provided,  however,  that such financial statements for 1999

                                       13

<PAGE>

need only be compiled and reviewed),  (ii) within  forty-five days after the end
of each of the first three  fiscal  quarters  of each fiscal year of Company,  a
balance  sheet and  statements  of  income,  retained  earnings  and  changes in
financial  position  of Company as of the end of each such  quarter  and for the
then elapsed  portion of such fiscal year,  certified by a financial  officer of
Company, and (iii) when or before the same are first due, copies of all federal,
state and local income tax returns filed by Company; and

         (c)  permit,  at any  reasonable  time  and  from  time to  time,  each
Shareholder or any of its agents or representatives,  to examine and make copies
of and abstracts  from the records and books of account of Company and visit the
properties of Company to discuss the affairs,  finances, and accounts of Company
with  any  of its  officers,  employees  and/or  certified  public  accountants;
provided,  that, each Shareholder  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.

         Section 14.  Newco Formation and Newco Transfer.

         (a) Within thirteen (13) weeks of the effective date of this Agreement,
each of the French Shareholders  agrees to use its commercially  reasonable best
efforts to sell, convey,  assign, and transfer all of its respective Shares (the
"French  Shares") to one of two entities ("Newco 1" and "Newco 2") each of which
shall be owned by some combination of the French Shareholders. If such transfers
are effected, the French Shareholders shall cause Newco 1 and Newco 2 to execute
instruments  confirming  the transfer of the French  Shares and agreeing that it
and such Shares are bound by this Agreement,  and Newco 1 and Newco 2 shall then
be considered a "Current Shareholder."

         (b) During the term of this  Agreement,  Gemplus  Corp.  shall,  at all
times,  hold an irrevocable  proxy to vote, for all purposes,  all of the French
Shares and to cast the French  Shareholders'  Special  Transaction  Vote. In the
event that the  ownership of either Newco 1 or Newco 2 or any Gemplus  Affiliate
which  owns  Shares  is  directly  or  indirectly  subject  to  a  voluntary  or
involuntary  transfer  in such a manner that the French  Shareholders  no longer
maintain more than fifty  percent  (50%) of the voting  interest in such entity,
such  transfer  shall be deemed to be Voluntary of  Involuntary  Transfer of the
Shares  owned by such entity and all such Shares shall be subject to purchase as
provided in Section 4 or Section 5, as applicable.

         Section 15. JLT  Transfers.  In the event that the  ownership of JLT or
any JLT  Affiliate  which owns  Shares is directly  or  indirectly  subject to a
voluntary transfer or involuntary  transfer in such a manner that Rollin M. Dick
or Helen E. Dick no longer,  directly or indirectly,  collectively maintain more
than fifty  percent (50%) of the voting  interest in such entity,  such transfer
shall be deemed to be a Voluntary Transfer or Involuntary Transfer of the Shares
owned by such  entity  and all such  Shares  shall be  subject  to  purchase  as
provided in Section 4 or Section 5, as applicable.

                                       14

<PAGE>


         Section 16.  Term.  This  Agreement,  and  the  obligations  of  the
parties  to this  Agreement  and their  respective  assigns  and  successors  in
interest, shall terminate upon the happening of any of the following events:

         (a)     the dissolution or termination of the existence of the Company;

         (b)     the adjudication of the Company as a bankrupt;

         (c)     the  appointment of a  receiver for the Company followed by a
failure to remove the receiver within three months;

         (d)     whenever there is only one Shareholder still bound by this
Agreement;

         (e)     the  execution and delivery  of a  termination agreement by the
Company and all Current  Shareholders  who,  at the time of such  execution  and
delivery, are record owners of Shares subject to the terms of this Agreement;

         (f)     the closing of the offering of Common Shares pursuant to an
Initial Public Offering; and

         (g)     Newcourt is in default of any of its material obligations under
this Agreement and such default remains uncured for a period of fifteen business
days after written notice of such default has been delivered to Newcourt.

         Upon  termination of this  Agreement  pursuant to this Section 16, each
Shareholder shall promptly surrender the certificate(s)  representing his Shares
and the Company shall issue him a new  certificate for an equal number of Shares
without the legend  required by Section 10. The rights and obligations set forth
in the foregoing sentence shall survive the termination of this Agreement.

         Section 17. Disclaimer of Interest. If any Current Shareholder shall be
deemed or  determined  to have  owned  (beneficially  or of  record),  as of the
Closing Time, any capital stock of the Company, or any options,  warrants, puts,
calls or other rights with  respect to the capital  stock of the Company not set
forth on Exhibit A, such Current Shareholder hereby disclaims and renounces such
capital stock,  options,  warrants,  puts, calls or other rights and all of same
are hereby terminated and rendered null and void.

         Section 18. Parties Bound By This  Agreement.  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.  In the event any Shares or any interest or interests in
any Shares are issued or  transferred  to any person or entity,  such  person or
entity shall receive and hold those Shares or interests in Shares subject to the
terms of this Agreement and subject to all obligations  and limitations  imposed
by this Agreement with respect to any transfer of Shares.

                                       15

<PAGE>


         Section 19.  Enforcement.  It is agreed that there will be  irreparable
damage  if  this  Agreement  is not  specifically  enforced  or if a  breach  or
anticipated  breach is not  enjoined.  If any  person  who is  required  by this
Agreement to perform, or refrain from performing,  an act refuses to perform, or
refrain  from  performing  (as the  case may be)  that  act,  one or more of the
parties to this  Agreement may institute and maintain  proceedings to compel the
specific performance of this Agreement by the person in default. In addition, if
any person breaches this Agreement or if a breach is reasonably anticipated, one
or more parties to this  Agreement  may institute  and maintain  proceedings  to
enjoin the breach or anticipated  breach,  and may obtain an injunction  against
the breach or  anticipated  breach.  These  remedies are  cumulative  and are in
addition  to any rights  and  remedies  otherwise  available  to any party.  The
prevailing  party in any litigation  brought to enforce this Agreement  shall be
entitled  to  receive  from the  non-prevailing  party all costs,  expenses  and
reasonable  attorney's  fees  paid  or  incurred  by  the  prevailing  party  in
connection with the litigation.

         Section 20. Applicable Law and Choice of Forum. 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.

         Section 21. Applicability to All Shares. All Shares owned by a party to
this  Agreement,  whether  acquired  before  or  after  the  execution  of  this
Agreement,  as well as all Shares  owned  from time to time by an other  person,
shall be subject to this Agreement.

         Section 22. 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 Company:
                  RealMed Corporation
                  Suite 350
                  10333 N. Meridian Street
                  Indianapolis, Indiana  46290
                  Attn: Robert J. Hicks, Chief Executive Officer
                  Facsimile Number:  (317) 580-0027


                                       16

<PAGE>

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

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

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

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

                                       17

<PAGE>


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

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

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

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

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

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



                                       18

<PAGE>


         (xi)     if to Newcourt:
                  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.

         Section 23. 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.

         Section  24.  Amendments.   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.

         Section  25.  Waivers.  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.

         Section  26.  Singular,  Plural  and  Gender  Usage.  When used in this
Agreement,  words  denoting the  singular  include the plural and vice versa and
words of any gender include all genders.


                                       19

<PAGE>


         Section 27. Complete Agreement.  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.

         Section 28. Counterparts. 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.

         Section 29.  References to Sections.  Unless  otherwise  stated,  each
reference in this Agreement to a Section is a reference to the specified Section
of this Agreement.

         Section 30.  Headings.  The headings in this Agreement are for purposes
of  convenience of reference  only,  shall not be deemed to constitute a part of
this  Agreement  and shall not be  considered  in  construing  the terms of this
Agreement.

         Section 31.  Confidential  Information.  The parties to this  Agreement
shall treat in  confidence,  and not disclose  without the prior consent of each
other party hereto, the terms of this Agreement and the information contained on
all Schedules hereto. The obligations of the parties under this Section 31 shall
survive the  termination  of this  Agreement and remain in full force and effect
until released by each party hereto, in writing.

         Section 32. 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.

         Section 33.  Construction.  This  Agreement shall not be strictly
construed against any party.

         Section 34.  Attorneys'  Fees. In the event of any litigation among any
of the parties to this Agreement  regarding the matters  governed  hereby or the
enforcement  hereof,  the losing  party  shall pay to the  prevailing  party all
reasonable expenses and costs, including reasonable attorneys' fees, incurred by
the prevailing party in connection with such litigation.


                                       20

<PAGE>


       IN WITNESS  WHEREOF,  the parties of this  Agreement  have entered into
this Agreement as of the date first written above.

                                            "The French Shareholders"


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

CANDEL & PARTNERS


By:                                         Allan Green

Printed Name, Title

JLT, LP

By:
                                           Rollin M. Dick
Rollin M. Dick, General Partner


                       (Signatures continued on next page)


<PAGE>


                   (Signatures continued from preceding page)



"Peterson"                          "Morris"



Robert B. Peterson                  Mark A. Morris



                                    REALMED CORPORATION


                                    By:

                                    Robert B. Peterson, President

                                    NEWCOURT FINANCIAL USA INC.


                                    By:

                                    Robert J. Hicks, Executive Vice President