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                                                                   Exhibit 10.04

                              EMPLOYMENT AGREEMENT

         This Employment  Agreement (the "Agreement") , made as of the 15 day of
June,  1999 (the  "Effective  Date"),  by and between  REALMED  CORPORATION,  an
Indiana  corporation (the "Company") and Robert J. Hicks, an individual resident
of Indiana ("Executive").

         WHEREAS, the Company desires to employ Executive as the Chief Executive
Officer and Executive  desires to be so employed on the terms and conditions set
forth in this Agreement.

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency  of which are  hereby  acknowledged  by  Executive  and the  Company
including,  without  limitation,  the promises and  covenants of the parties set
forth herein, the parties hereto, intending to be legally bound, hereby agree to
as follows:

                                    ARTICLE I

                                   EMPLOYMENT

         Section  1.1 Term of  Employment.  The term of  Executive's  employment
under this  Agreement  shall commence on June 15, 1999 and continue for a period
of five years,  unless earlier terminated as provided in this Agreement.  At the
end of the initial five year term, this Agreement shall  automatically renew for
consecutive  two year terms unless either party hereto gives  written  notice to
the other of its intent to terminate this Agreement at least sixty days prior to
the end of the initial term or any renewal  term (a "Section 1.1  Termination").
Notwithstanding the foregoing, the indemnification  provisions of this Agreement
contained  in Section  4.2  regarding  an Excess  Parachute  Payment (as defined
below) on account of a Change in Control (as defined  below) shall survive until
the  expiration of the statute of  limitations  for assessment of any excise tax
under  Section  4999 of the  Internal  Revenue  Code of 1986,  as  amended  (the
"Code").

         Section 1.2 Duties and  Responsibilities  of  Executive.  Executive  is
hereby  employed  as the Chief  Executive  Officer of the  Company.  The Company
acknowledges  that  Executive has prior  commitments  to Newcourt  Credit Group,
Inc.,  its  successors  and  assigns,  and any of its  affiliates  (collectively
"Newcourt"),  and, while working as an executive employee for the Company, shall
also remain an employee of  Newcourt.  Executive  may devote  whatever  time and
attention  to  Newcourt   business   that  he  deems   reasonable   and  proper.
Notwithstanding his commitments to Newcourt, Executive shall devote the majority
of his time,  energy,  and skill to such  office  and shall do and  perform  all
services  and acts  necessary or advisable to fulfill the duties of such office.
In his  capacity as Chief  Executive  Officer of the  Company,  Executive  shall
report to the Board of Directors of the Company,  and shall  conduct and perform
such  additional  services and activities as may be determined from time to time
by the  Board  of  Directors  of the  Company.  Executive's  authority  from and
responsibility  to the  Company  shall at all times be subject to the review and
discretion of the Board of Directors of the Company. Executive acknowledges that
he has a duty of loyalty to the  Company  and,  except  for his  commitments  to
Newcourt,  shall not engage in,  directly or  indirectly,  any other business or
activity that could  materially and adversely  affect the Company's  business or
Executive's  ability to  perform  his duties  under  this  Agreement;  provided,

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however, that the Executive shall be free to participate in civic and charitable
activities  so long as such  activities  do not  materially  interfere  with his
duties and responsibilities hereunder.

         Section 1.3   Compensation.  For services to be  rendered by Executive
under this Agreement, the Company shall pay Executive as follows:

                                    (a) Base Salary.  Executive  shall be paid a
                           minimum  annual  gross  salary of two  hundred  fifty
                           thousand  dollars   ($250,000),   payable   biweekly.
                           Executive's  annual  gross  salary  may  be  upwardly
                           adjusted  from time to time by the Board of Directors
                           of the  Company.  At no time  during the term of this
                           Agreement shall  Executive's base salary be decreased
                           from the  amount of the base  salary  then in effect.
                           Executive's  base salary  shall be earned and accrued
                           on a per diem basis.

                                    (b) Pre-IPO Bonus.  At any time prior to the
                           initial public offering of any of the Company's stock
                           pursuant to an effective registration statement under
                           the Securities Act of 1933 (an "IPO"),  the Executive
                           shall be part of a bonus  pool  consisting  of senior
                           management of the Company.  Each year,  the Company's
                           Board  of  Directors,  in  its  discretion,  may  pay
                           bonuses to such bonus pool; provided,  however,  that
                           any  bonus  paid to  Executive  shall be equal to the
                           bonus paid to Mark A. Morris and Robert B. Peterson.

                                    (c)  Post-IPO   Bonus.   Subsequent  to  the
                           closing of an IPO,  Executive  shall be  entitled  to
                           receive   annual   bonuses   pursuant   to  a   bonus
                           arrangement then in effect,  which  arrangement shall
                           be adopted by the Board of  Directors  of the Company
                           after  consultation  with an  independent  consulting
                           firm and which  arrangement  shall  provide for bonus
                           arrangements   comparable   to  those   provided   to
                           executives similarly situated to Executive.

         Section 1.4   Tax Reimbursement Payment.

                                    (a) Notwithstanding anything to the contrary
                           contained  in this  Agreement,  or in any plan of the
                           Company,  or in any other agreement or understanding,
                           the Company will pay to the  Executive,  at the times
                           herein specified, an amount (the "Additional Amount")
                           equal to the  excise  tax under  Section  4999 of the
                           Code,  if  any,  incurred  or to be  incurred  by the
                           Executive  by  reason  of  the  payments  under  this
                           Agreement,  acceleration of vesting of stock options,
                           stock appreciation rights or restricted stock granted
                           under  the  Company's  various  stock  option,  stock
                           appreciation  or other employee  incentive  plans, or
                           payments   under  any  other   plan,   agreement   or
                           understanding  between the Executive and the Company,
                           constituting  Excess  Parachute  Payments (as defined
                           below), plus all excise taxes and federal,  state and
                           local income taxes  incurred or to be incurred by the
                           Executive   with   respect  to  the  receipt  of  the
                           Additional  Amount.  For purposes of this  Agreement,

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                           the term "Excess  Parachute  Payment"  shall mean any
                           payment  or any  portion  thereof  which  would be an
                           "excess  parachute  payment"  within  the  meaning of
                           Section  280G(b) of the Code,  and which would result
                           in the  imposition  of an excise tax on the Executive
                           under Section 4999 of the Code.

                                    (b) All  determinations  required to be made
                           regarding the Additional  Amount,  including  whether
                           payment of any Additional  Amount is required and the
                           amount of any Additional Amount, shall be made by the
                           independent  accounting  firm which is  advising  the
                           Company (the "Accounting Firm"),  which shall provide
                           detailed support  calculations to the Company and the
                           Executive  on or before the last day of the  calendar
                           year during  which  occurs the Change in Control (the
                           "Change in Control Year").  In computing  taxes,  the
                           Accounting  Firm  shall  use  the  highest   marginal
                           federal,  state and local income tax rates applicable
                           to  single  taxpayers  for  the  year  in  which  the
                           Additional  Amount  is to  be  paid  (unless,  within
                           thirty (30) days after the  occurrence  of the Change
                           in Control the Executive  specifies in writing to the
                           Company his  marginal  tax rate) and shall assume the
                           full  deductibility  of state and local  income taxes
                           for  purposes  of  calculating   federal  income  tax
                           liability. The portion of the Additional Amount based
                           on the excise  tax as  determined  by the  Accounting
                           Firm to be due for the Change in  Control  Year shall
                           be  paid  to the  Executive  no  later  than  March 1
                           immediately  following  the  end  of  the  Change  in
                           Control Year.  The portion of the  Additional  Amount
                           based  on  the  excise  tax  as   determined  by  the
                           Accounting  Firm to be due  for  each  calendar  year
                           following the Change in Control Year shall be paid to
                           the  Executive  on  or  before  March  1  immediately
                           following the end of each such calendar  year. If the
                           Company  determines  that the excise tax for any year
                           will  be   different   from  the  amount   originally
                           calculated  in  the  report  of the  Accounting  Firm
                           delivered  at the end of the Change in Control  Year,
                           then  the  Company  shall  provide  to the  Executive
                           detailed support  calculations by the Accounting Firm
                           specifying the basis for the change in the Additional
                           Amount.

                                    (c) As a result  of the  uncertainty  in the
                           application  of Section  280G of the Code at the time
                           of the initial  determination  by the Accounting Firm
                           of an Additional  Amount under Section 1.4(b) hereof,
                           it is possible that an Additional Amount in excess of
                           the amount  initially  determined which will not have
                           been made by the  Company  should  have been made (an
                           "Underpayment").  In the  event  that the  Accounting
                           Firm,  based upon controlling  precedent,  determines
                           that any Underpayment has occurred, such Underpayment
                           shall  promptly  be paid by the Company to or for the
                           benefit of the  Executive,  together with interest at
                           the  applicable  federal rate provided for in Section
                           7872(f)(2)(A) of the Code.

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                                    (d) The  Executive  shall notify the Company
                           in  writing  of any  claim  by the  Internal  Revenue
                           Service  that,  if  successful,   would  require  the
                           payment  by the  Executive  of any  excise  tax under
                           Section  4999 of the Code  beyond  any amount of such
                           excise  tax  for  which  an  Additional   Amount  had
                           theretofore  been  determined by the Accounting  Firm
                           under Section 1.4(b) hereof.  Such notification shall
                           be given as soon as practicable but no later than ten
                           business  days after the  Executive  is  informed  in
                           writing of such claim and shall  apprise  the Company
                           of the  nature  of such  claim  and the date on which
                           such claim is  requested  to be paid.  The  Executive
                           shall not pay such claim prior to the  expiration  of
                           the  30_day  period  following  the  date on which he
                           gives such  notice to the  Company  (or such  shorter
                           period  ending on the date that any  payment of taxes
                           with  respect to such claim is due).  If the  Company
                           notifies  the  Executive  in  writing  prior  to  the
                           expiration  of such period that it desires to contest
                           such claim, the Executive shall:

                           (i)   give to the Company any information reasonably
                                 requested by the Company relating to such
                                 claim;

                           (ii)  take such  action,  at  the  expense  of the
                                 Company,  in  connection  with contesting  such
                                 claim as the Company shall  reasonably  request
                                 in writing from  time  to  time,  including,
                                 without  limitation,   accepting  legal
                                 representation  with  respect  to  such  claim
                                 by an attorney reasonably satisfactory to the
                                 Executive;

                           (iii) cooperate with the Company in good faith in
                                 order effectively to contest such claim; and

                           (iv)  permit  the  Company to participate in any
                                 proceedings relating to such claim;

                           provided,  however, that  the Company  shall bear and
                           pay  directly  all costs and  expenses  (including
                           additional   interest   and   penalties) incurred in
                           connection  with  such  contest and  shall
                           indemnify  and hold  the  Executive  harmless,  on an
                           after-tax basis, for any excise tax or federal, state
                           and  local   income  tax   (including   interest  and
                           penalties with respect  thereto)  imposed as a result
                           of such  representation  and  payment  of  costs  and
                           expense.  Without  limitation on the  foregoing,  the
                           Company  shall  control  all  proceedings   taken  in
                           connection with such contest and, at its sole option,
                           may  pursue  or  forgo  any  and  all  administrative
                           appeals,  proceedings,  hearings and conferences with
                           the   Internal   Revenue   Service  or  other  taxing
                           authority  in respect  of such claim and may,  at its
                           sole option,  either  direct the Executive to pay the
                           tax (including any penalties or interest) claimed and
                           pursue a claim  for a refund  administratively  or by
                           bringing a  proceeding  in court,  and the  Executive
                           agrees to prosecute  such contest to a  determination

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                           before the Internal  Revenue  Service or other taxing
                           authority,  in a court of initial jurisdiction and in
                           one or more  appellate  courts,  as the Company shall
                           determine;  provided,  however,  that if the  Company
                           directs  the  Executive  to pay such claim and seek a
                           refund,  the Company shall advance the amount of such
                           payment to the Executive,  on an interest_free  basis
                           and shall indemnify and hold the Executive  harmless,
                           on  an  after_tax  basis,  from  any  excise  tax  or
                           federal,   state  and  local  income  tax  (including
                           interest and penalties with respect  thereto) imposed
                           with  respect to such  advance or with respect to any
                           imputed  income  with  respect to such  advance;  and
                           further provided that any extension of the statute of
                           limitations  relating  to  payment  of taxes  for the
                           taxable year of the  Executive  with respect to which
                           such contested amount is claimed to be due is limited
                           solely to such  contested  amount.  Furthermore,  the
                           Company's  control of the contest shall be limited to
                           issues  with  respect to which an  Additional  Amount
                           would be payable hereunder and the Executive shall be
                           entitled  to settle or  contest,  as the case may be,
                           any  other  issue  raised  by  the  Internal  Revenue
                           Service or any other taxing authority.

                                    (e) If,  after the receipt by the  Executive
                           of an amount advanced by the Company  pursuant to the
                           last  sentence  of  Section  1.4(d),   the  Executive
                           receives  any  refund  of any  amount  paid  with the
                           amount advanced,  the Executive shall promptly pay to
                           the Company the amount of such refund  (together with
                           any  interest  paid or  credited  thereon  net of any
                           federal,   state,   or  local  income  taxes  of  the
                           Executive  (determined  in the manner  prescribed  by
                           Section   1.4(b)   hereof)   with   respect  to  such
                           interest).  If, after the receipt by the Executive of
                           any amount  advanced by the  Company  pursuant to the
                           last   sentence   of   Section   1.4(d),    a   final
                           determination  is made that the  Executive  is not be
                           entitled  to any refund  with  respect to such claim,
                           then such advance  shall be forgiven and shall not be
                           required to be repaid and the amount of such  advance
                           shall offset,  to the extent  thereof,  the amount of
                           any  Underpayment  otherwise  payable  under  Section
                           1.4(c).

         Section 1.5       Benefits.

                                    (a) Vacation. Executive shall be entitled to
                           four weeks paid  vacation  during each  calendar year
                           during the term of this Agreement.  Vacation not used
                           during any  calendar  year may be carried  forward to
                           the next year; provided,  however,  that no more than
                           four  weeks of unused  vacation  time may be  carried
                           forward from one year to the next year.

                                    (b)   Life,    Disability   and   Retirement
                           Programs.  Executive shall be entitled to participate
                           in any life, disability and retirement programs which
                           may from time to time be offered  generally to all of
                           the other members of the senior management  personnel
                           of the Company.

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                                    (c)  Group  Insurance.  Executive  shall  be
                           entitled to participate in any group health,  dental,
                           and vision insurance  programs which may from time to
                           time be offered generally to all of the other members
                           of the senior management personnel of the Company.

         Section  1.6 Stock  Options.  Executive  shall be  granted an option to
purchase one million  (1,000,000) shares of the Company pursuant to that certain
1999 Stock Option and Incentive  Plan (the "Plan") and that certain Stock Option
Agreement  dated as of June 15,  1999 ("SO  Agreement")  and an  additional  two
hundred fifty thousand  (250,000)  restricted  shares of the Company pursuant to
the Plan and that certain  Restricted  Stock Agreement dated as of June 15, 1999
("RS  Agreement")  (such options and shares to be drawn from the employee option
pool and subject to such terms and  conditions  as set forth in the SO Agreement
and the RS Agreement).  In addition,  Executive shall be entitled to participate
in any other  incentive  and stock  option  plans which may from time to time be
offered generally to all of the other members of the senior management personnel
of the Company and to members of the Board of Directors.

         Section  1.7  Business   Expenses.   Executive  shall  be  entitled  to
reimbursement  of  all  ordinary  and  necessary  business  expenses  reasonably
incurred by him for business  travel  (including  reasonable  moving  expenses),
communications,  entertainment  and meals in connection  with the performance of
Executive's  duties  under  this  Agreement  in  accordance  with the  Company's
policies for  reimbursement of business  expenses in effect from time to time as
reasonably approved by the Board of Directors of the Company.

                                   ARTICLE II

                             COVENANTS OF EXECUTIVE

         Section 2.1 Confidential  Information.  Executive  acknowledges that in
connection with his employment by the Company, Executive may be given access to,
generate,  or  otherwise  come  into  contact  with or become  aware of  certain
proprietary,  secret and/or confidential information and materials which are the
property of or relate to (a) the Company,  and/or (b) the Company's  business of
electronic health-care industry claims resolution procedures, customers, clients
or suppliers (collectively,  "Confidential Matters"). Confidential Matters shall
include, without limitation,  all information and materials created or developed
by,  provided  to  or  otherwise  disclosed  to  Executive  in  connection  with
Executive's  employment by the Company (excepting only information and materials
already  known  to  the  public),  including,  without  limitation,  all  of the
following:

                                    (a) trade secrets, know-how and all other
                           business, financial or technical information which
                           gives or could give the Company a competitive
                           advantage;

                                    (b) software used by the Company  (including
                           source code and object code) and associated  layouts,
                           templates,   processes,   documentation,   databases,
                           designs and techniques, and all modifications thereto
                           (collectively, "Confidential Software");


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                                    (c) the names and addresses of the Company's
                           past, present or prospective customers or clients and
                           all  documents,   information   and  materials  which
                           concern  or  relate  to such  customers  or  clients,
                           regardless of whether such documents, information and
                           materials were supplied or produced by the Company or
                           such customers or clients;

                                    (d) inventions,  improvements,  innovations,
                           research  and  development,  software  and all  other
                           discoveries  or work  product  created or used by the
                           Company,  including  those  which  are  conceived  or
                           developed  by  Executive  alone  or  with  others  in
                           connection   with   Executive's   employment  by  the
                           Company,  or which  are  conceived  or  developed  by
                           Executive  after  termination  of such  employment by
                           using Confidential Matters; and

                                    (e)  information  concerning  the  Company's
                           products,   services,  systems,  methods,  employees,
                           technology,    suppliers,   licensors,    affiliates,
                           financing  sources,  profits,   revenues,   financial
                           condition and affairs,  marketing  plans or programs,
                           and business strategies and practices.

Notwithstanding  anything in this Agreement to the contrary,  any information or
other  matter of or relating to  Newcourt's  businesses,  customers,  clients or
suppliers  shall  not be  deemed  to be  Confidential  Matters  covered  by this
Agreement,  including, without limitation, any information relating to potential
financing  opportunities which may be discovered by Executive in his capacity as
an employee of the Company.

                  Executive  acknowledges and agrees that  Confidential  Matters
are the  property  of the  Company  and that  Executive  shall not  acquire  any
ownership rights in Confidential Matters. Executive shall:

                                    (a) use  Confidential  Matters solely in
                           connection with Executive's employment by the
                           Company; and

                                    (b) hold  Confidential  Matters in trust and
                           confidence,  and use all  reasonable  means to assure
                           that they are not directly or indirectly disclosed to
                           or  copied  by  unauthorized  persons  or  used in an
                           unauthorized    manner,   both   during   and   after
                           Executive's employment by the Company.

                  Executive shall not load,  install,  copy,  store or otherwise
retain any  Confidential  Software on any  computer or other device which is not
Company property without first obtaining the Company's written consent.

         To the extent  that  Executive  creates or  develops  any  Confidential
Matters, Executive shall:

                                    (a) promptly disclose them to the Company;
                           and

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                                    (b) at the Company's request, assign them to
                           the  Company and  execute  all  documents  and do all
                           things  necessary  to assist the Company in obtaining
                           such  patent,  copyright,   trademark,  trade  secret
                           and/or  other  protection  as the Company in its sole
                           discretion  deems necessary or appropriate,  with the
                           Company to pay all resulting expenses.

                  Upon  termination of Executive's  employment  with the Company
for any reason,  Executive shall delete all Confidential Matters from the memory
of any computer  belonging  to Executive  and shall turn over to the Company (a)
all documents and other materials  (including,  without  limitation,  all tapes,
floppy disks and other forms of  electronic  storage  media)  which  constitute,
contain or are derived from Confidential  Matters;  and (b) all other documents,
notes,  work  product  and other  materials  connected  with or  arising  out of
Executive's employment with the Company.

         Section 2.2 Non-solicitation of Customers and  Non-Competition.  During
the term of his  employment  with the Company  under this  Agreement,  and for a
period of two years (which shall be extended by the length of any period  during
which  Executive is in violation of this Section 2.2) after any  termination  of
the Executive's  employment for any reason,  Executive shall not (on Executive's
own behalf or that of any other person or entity) directly or indirectly sell or
otherwise  provide or solicit the sale or  provision  of any  product,  license,
process or service  which  directly or  indirectly  competes  with any  product,
license, process or service of the Company to any person or entity which was, at
the time of termination of Executive's  employment,  a customer or client of the
Company.

         During the term of Executive's  employment  with the Company under this
Agreement,  and for a period of two years (which shall be extended by the length
of any period during which  Executive is in violation of this Section 2.2) after
any  termination  of  Executive's  employment  with the  Company for any reason,
Executive  shall not (on  Executive's  own behalf or that of any other person or
entity), without prior written consent of the Board of Directors of the Company,
which  consent may be withheld at the sole  discretion of the Board of Directors
of the Company, directly or indirectly own, manage, operate, control, invest in,
lend to, acquire an interest in, or otherwise engage or participate in, (whether
as an employee, independent contractor,  consultant, partner, shareholder, joint
venturer, investor or any other type of participant),  the management or conduct
of any electronic  health-care industry claims resolution business or enterprise
that directly or indirectly  competes in any Market Area (as defined below) with
any product,  license,  process or service which the Company sold or provided at
the time of Executive's termination of employment with the Company ("Competitive
Product"). For purposes of this Agreement, Market Area shall mean either (i) the
standard  metropolitan  statistical area as designated by the federal government
in which the Company  sold or provided  any  Competitive  Product or (ii) in all
other cases,  the county in which the Company  sold or provided any  Competitive
Product.  Provided,  however,  that nothing in this  Section 2.2 shall  prohibit

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Executive from acquiring or holding,  for  investment  purposes only,  less than
five  percent  (5%)  of  the  outstanding  publicly  traded  securities  of  any
corporation  which may compete  directly or indirectly  with the Company or from
engaging in the business of investment banking.  Provided,  further that nothing
contained in this  section 2.2 shall  prohibit  Executive  from  continuing  his
employment with Newcourt and if necessary financing a Competitive Product in the
Market  Area for and on  behalf  of  Newcourt,  including,  without  limitation,
financing  Competitive Products for and on behalf of Newcourt in the Market Area
after termination of his employment with the Company.

         Section  2.3   Non-Solicitation  of  Employees.   During  the  term  of
Executive's  employment with the Company under this Agreement,  and for a period
of two years (which  shall be extended by the length of any period  during which
Executive  is in  violation  of this  Section  2.3),  after any  termination  of
Executive's  employment  with the Company for any reason (the  "Non_solicitation
Period"),  Executive  shall not,  directly  or  indirectly,  through one or more
intermediaries or otherwise,  hire, employ, induce,  solicit for employment,  or
assist others in hiring,  employing,  inducing or soliciting  for employment any
individual who is at any time during the Non_solicitation  Period an employee of
the Company. Provided,  however, that nothing in this section 2.3 shall apply to
Executive  hiring any  employee of the Company as an employee or  consultant  of
Newcourt nor shall it apply to Executive  hiring any employee of the Company who
was related to or affiliated with Newcourt prior to working for the Company.

         Section 2.4 Injunctive Relief.  Executive  acknowledges that his actual
or threatened breach of any provision of Article II of this Agreement will cause
or threaten irreparable injury to the Company that cannot adequately be measured
in money  damages,  and that the Company shall be entitled to obtain  injunctive
relief  with  respect  to any such  actual or  threatened  breach by  Executive.
Injunctive relief shall be in addition to and not in lieu of any other available
remedies.

         Section 2.5  Individual  Capacity.  This Agreement is entered into with
Executive  in his  individual  capacity  and  not as an  agent  or  employee  of
Newcourt.  Notwithstanding the fact that Executive shall also remain an employee
of Newcourt,  Executive's  obligations under this Article II are personal to him
and shall not be imputed to or otherwise effect Newcourt.

                                   ARTICLE III

                            TERMINATION OF EMPLOYMENT

         Section 3.1 Termination by Company. In addition to termination pursuant
to Section 1.1, Executive's employment under this Agreement may be terminated by
the Company by giving notice to Executive  during the term of this  Agreement as
follows:

                                    (a) upon  Executive's  death or,  subject to
                           any   applicable   federal,   state  or  local   laws
                           (including,  but not limited to, the  Americans  With
                           Disabilities   Act),  any  disability  which  renders
                           Executive   incapable   of   performing   his  duties
                           hereunder for more than one hundred  twenty  calendar
                           days (termination under this Section 3. 1(a) shall be
                           deemed termination "without Cause");

                                    (b) for any  reason  not  constituting  "for
                           Cause" (as defined below)  following a  determination
                           by the Board of Directors of the Company to terminate
                           Executive's   employment   (termination   under  this
                           Section  3.1(b)  shall  also  be  deemed  termination


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<PAGE>

                           "without Cause";  provided,  however,  that a Section
                           1.1  Termination  shall not  constitute a termination
                           "without Cause"); or

                                    (c) "for Cause," which for purposes of this
                           Agreement shall mean that the Executive shall have:

                                        (i)    committed  an  act of  fraud,
                                    embezzlement or theft in connection with his
                                    duties under this Agreement at any time
                                    subsequent to the date of this Agreement;
                                        (ii)   intentionally inflicted material
                                    damage to any  material asset of the
                                    Company or the Company;
                                        (iii)  breached any provision of Article
                                    II of this Agreement;
                                        (iv)   engaged in the illegal use of
                                    drugs during the term of this Agreement or
                                    been under the influence of alcohol during
                                    the performance of his duties under this
                                    Agreement;
                                        (v)    been convicted of any crime
                                    constituting a felony under applicable law,
                                    other than a felony related to the operation
                                    of a motor vehicle;
                                        (vi)   committed any act of dishonesty
                                    against the Company;
                                        (vii)    committed any intentional tort
                                    against the Company or any employee of the
                                    Company; or
                                        (viii)   committed any act of gross
                                    insubordination.

         Section 3.2 Termination by Executive. Executive's employment under this
Agreement may be terminated by Executive for "Good Reason" (as defined below) or
otherwise,  by  giving  Company  at least 30 days  advanced  written  notice  or
termination.  For purposes of this  Agreement,  "Good  Reason"  shall mean,  the
occurrence of any of the following events,  unless such event has been consented
to by Executive in writing or such event is fully corrected as provided below:

                                    (a) a material  breach by the Company of any
                           material provision of this Agreement,  including, but
                           not limited to, the  assignment  to  Executive of any
                           duties   materially   inconsistent  with  Executive's
                           position  in  the  Company  or  a  material   adverse
                           alteration  in the  nature or  status of  Executive's
                           responsibilities;  provided,  however,  that  in  the
                           event of this subsection (a) being the sole basis for
                           termination,  Executive  shall furnish the Company in
                           writing  a notice  of  proposed  termination  setting
                           forth a  specific  statement  of the Good  Cause  for
                           which  termination is sought.  The Company shall then
                           have a period of ninety days after the giving of such
                           notice of proposed  termination by Executive in which
                           to cure the breach  specified in such  notice.  If at
                           the end of such  ninety  day  period no such cure has
                           been effected,  the Executive's  employment  shall be
                           terminated at the end of such ninety day period.

                                    (b) the occurrence of a "Change in Control"
                           as defined below.

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<PAGE>

         For  purposes of this  Agreement  a "Change in  Control"  shall mean an
event as a result of which:  (i) any  "person" (as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act")), is
or becomes the  "beneficial  owner" (as defined in Rule 13d_3 under the Exchange
Act, except that a person shall be deemed to have "beneficial  ownership" of all
securities  that such  person has the right to  acquire,  whether  such right is
exercisable  immediately  or only  after  the  passage  of  time),  directly  or
indirectly,  of more than 40% of the total  voting  power of the voting stock of
the Company;  (ii) the Company consolidates with, or merges with or into another
corporation or sells, assigns, conveys,  transfers, leases or otherwise disposes
of all or  substantially  all of its  assets to any  person  or any  corporation
consolidates  with,  or merges  with or into,  the  Company,  in any such  event
pursuant to a transaction in which the  outstanding  voting stock of the Company
is changed into or exchanged for cash, securities or other property,  other than
any such  transaction  where (A) the outstanding  voting stock of the Company is
changed into or exchanged for (x) voting stock of the  surviving,  or transferee
corporation or (y) cash,  securities  (whether or not including voting stock) or
other  property,  and  (B)  the  holders  of the  voting  stock  of the  Company
immediately prior to such transaction own, directly or indirectly, not less than
60% of the  voting  power  of the  voting  stock  of the  surviving  corporation
immediately after such transaction;  or (iii) individuals who at the date of the
Merger  constitute  the Board of the Company  (together  with any new  directors
whose  election  by  such  Board  or  whose   nomination  for  election  by  the
stockholders  of the Company was approved by a vote of 66 2/3% of the  directors
then still in office who are either directors at the date of the Merger or whose
election or nomination for election was  previously so approved)  ceased for any
reason to  constitute a majority of the Board of the Company then in office;  or
(iv) the Company is  liquidated  or dissolved  or adopts a plan of  liquidation;
provided,  however that a Change in Control shall not be deemed to have occurred
if (aa) all of the  shares of common  stock of the  Company  owned  (legally  or
beneficially)  by Executive were not voted against the transaction  which would,
but for this  proviso,  constitute  a Change in Control,  or (bb) such Change in
Control relates to an IPO.

         Section 3.3       Severance.  For purposes of this Agreement,
Executive's  entitlement  to any  severance  payments  upon  termination  of his
employment shall be as set forth below:

                                    (a)  If,  prior  to  the  closing  of an IPO
                           Executive is  terminated  without  Cause  pursuant to
                           Section  3.1(a) or Section 3.1(b) or resigns for Good
                           Reason (i)  Executive  shall be entitled to severance
                           pay of $1,000,000,  payable in a lump sum on the date
                           of such termination;  (ii) all of Executive's  rights
                           to options to  purchase  common  stock of the Company
                           shall  vest,   (iii)  all  of  the   restrictions  on
                           Executive's  restricted  stock of the Company granted
                           to him pursuant to the RS  Agreement  shall lapse and
                           become  fully  vested,  and  (iv)  at the  option  of
                           Executive,   the  Company   shall   either  (A)  loan
                           Executive an amount equal all applicable  federal and
                           state taxes  recognized  by  Executive as a result of
                           the  vesting of such  options  and  restricted  stock
                           pursuant  to  subsections  (ii) and (iii)  above (the
                           "Recognized Taxes"),  including,  without limitation,
                           all  federal  and state  income and  Medicare  taxes,
                           which loan shall bear  interest at the lowest rate at
                           which  interest   income  shall  not  be  imputed  to
                           Executive for federal  income tax purposes,  interest
                           and principal being due and payable at the earlier of

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<PAGE>

                           an IPO or 3 years from the date of Severance,  or (B)
                           purchase from  Executive,  at such price as Executive
                           and Company may agree upon,  so many shares so vested
                           as are necessary to pay the Recognized Taxes;

                                    (b)  If,   after  the  closing  of  an  IPO,
                           Executive is  terminated  without  Cause  pursuant to
                           Section  3.1(a) or Section 3.1(b) or resigns for Good
                           Reason   Executive   shall  be  entitled  to  receive
                           severance  pay  pursuant to a  severance  arrangement
                           then in effect,  adopted by the Board of Directors of
                           the Company after  consultation  with an  independent
                           consulting firm and which  arrangement  shall provide
                           for  severance   pay   comparable  to  severance  pay
                           provided   to   executives   similarly   situated  to
                           Executive.

                                    (c)  In  the   event   of  a   Section   1.1
                           Termination,  a termination of Executive for Cause, a
                           termination  by  Executive  for any reason other than
                           Good  Reason,  or  any  other  termination  of  or by
                           Executive (other than as set forth in Sections 3.3(a)
                           and  3.3(b)),  then  Executive  shall not receive any
                           severance pay (and Executive shall forfeit all unused
                           vacation  time and any stock  options  or  restricted
                           stock which has not then vested),  unless, and to the
                           extent  that,  some  severance  pay  is  approved  in
                           writing by the Board of  Directors  of the Company in
                           his sole discretion. In the event the Executive shall
                           provide  thirty  days  prior  written  notice  of his
                           intent  to  resign,   the  Company  may  accept  such
                           resignation  effective  as of any  date  during  such
                           thirty day period as the Company  deems  appropriate,
                           provided  that the  Executive  shall receive from the
                           Company  the per diem  portion  of his  salary and be
                           entitled to participate  at the Company's  expense in
                           any Company  sponsored  benefit  programs in which he
                           was a  participant  as of the  effective  date of his
                           resignation  for  the  duration  of such  thirty  day
                           period.   Notwithstanding  the  foregoing,  Executive
                           shall  receive  the per diem  portion of such  annual
                           salary  that is accrued  but unpaid up to the date of
                           any termination for Cause.

                                   ARTICLE IV

                               GENERAL PROVISIONS

         Section 4.1  Withholding  of Taxes.  The Company may withhold  from any
amounts payable under this Agreement all federal, state, city or other taxes and
withholding  as  shall be  required  pursuant  to any  applicable  law,  rule or
regulation.

         Section 4.2 Attorneys' Fees. If either party shall institute litigation
or arbitration to enforce any of its rights under this Agreement, the prevailing
party shall be entitled to recover from the other party the  prevailing  party's
reasonable  attorneys'  fees  and  costs  incurred  in any  such  litigation  or
arbitration.

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<PAGE>

         Section 4.3 Notice. For purposes of this Agreement,  all communications
including,  without  limitation,   notices,  consents,  requests  or  approvals,
provided  for herein  shall be in writing  and shall be deemed to have been duly
given when  personally  delivered  or five (5)  business  days after having been
mailed by United  States  registered  mail or  certified  mail,  return  receipt
requested,  postage  prepaid,  addressed to the Company (to the attention of the
Secretary of the Company) at its principal  executive  office or to Executive at
his  principal  residence,  or to such  other  address  as any  party  may  have
furnished to the other in writing and in accordance herewith, except the notices
of change of address shall be effective only on receipt.

         Section 4.4 Governing Law. The validity, interpretation,  construction,
performance  and  enforcement of this Agreement shall be governed by the laws of
the State of Indiana,  without  giving  effect to the  principles of conflict of
laws of such State.  Any and all actions  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.

         Section  4.5  Validity.  It is not the  intent of any  party  hereto to
violate any public  policy of any  jurisdiction  in which this  Agreement may be
enforced. If any provision of this Agreement or the application of any provision
hereof  to any  person  or  circumstances  is  held  invalid,  unenforceable  or
otherwise  illegal,  the remainder of this Agreement and the application of such
provision to any other person or  circumstances  shall not be affected,  and the
provision so held to be invalid,  unenforceable  or otherwise  illegal  shall be
reformed  to the extent  (and only to the  extent)  necessary  to make it valid,
enforceable  and  legal;  provided,  however,  if the  provision  so  held to be
invalid, unenforceable or otherwise illegal constituted a material inducement to
a party's execution and delivery of this Agreement,  such provision shall not be
reformed  unless prior to any  reformation  that party agrees to be bound by the
reformation.

         Section  4.6 Entire  Agreement.  This  Agreement  supersedes  any other
agreements,  oral or written,  between the parties  with  respect to the subject
matter hereof, and contains all of the agreements and understandings between the
parties  with respect to the  employment  of the  Executive by the Company.  Any
waiver or  modification of any term of this Agreement shall be effective only if
it is set forth in a writing signed by all parties hereto.

         Section 4.7       Successors and Binding Agreement.

                                    (a) This Agreement shall be binding upon and
                           inure to the benefit of the Company and any Successor
                           of or to the  Company,  but  shall not  otherwise  be
                           assignable  or delegable by the Company.  "Successor"
                           shall  mean any  successor  in  interest,  including,
                           without limitation,  any entity,  individual or group
                           of persons  acquiring,  directly or indirectly all or
                           substantially  all of the  business  or assets of the
                           Company, as the case may be, whether by sale, merger,
                           consolidation, reorganization or otherwise.

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<PAGE>

                                    (b) The Company  shall require any Successor
                           to agree  at the  time of  becoming  a  Successor  to
                           perform  this  Agreement  to the same  extent  as the
                           original  parties  would be required if no succession
                           had occurred.

                                    (c)  This  Agreement   shall  inure  to  the
                           benefit of and be enforceable by Executive's personal
                           or legal representatives,  executors, administrators,
                           heirs, distributes and legatees.

                                    (d) This Agreement is personal in nature and
                           neither of the parties shall,  without the consent of
                           the  other,   assign,   transfer  or  delegate   this
                           Agreement  or any  rights  or  obligations  hereunder
                           except as expressly provided in this Section 4.7.

         Section 4.8  Captions.  The captions in this Agreement are solely for
convenience  of reference and shall not be given any effect in the  construction
or interpretation of this Agreement.

         Section 4.9  Miscellaneous.  No  provisions  of this  Agreement  may be
modified, waived or discharged unless such waiver,  modification or discharge is
agreed to in a writing signed by Executive and the Company. No waiver by a party
hereto at any time of any breach by another party hereto or compliance  with any
condition  or  provision  of this  Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provision or conditions at the
same or at any prior or subsequent time.

         Section 4.10  Counterparts.  This  Agreement  may be executed in one or
more  counterparts,  each of which shall be deemed to be an original  but all of
which together will constitute one and the same Agreement.

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

"Company"                                        "Executive"

RealMed Corporation

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

Signature                                        Signature



Robert B. Peterson                               Robert J. Hicks

Printed Name, Title                              Printed Name, Title



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