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                                                                    Exhibit 4.05

                     RECAPITALIZATION CONFIRMATION AGREEMENT

     This  Recapitalization  Confirmation  Agreement  ("Agreement") is dated and
effective  as of June 15,  1999 and is by and  among  RealMed  Corporation  (the
"Company"), Newcourt Financial USA Inc. ("Newcourt"), Candel & Partners, Gemplus
Corp., Gemplus,  SCA, West Plains Investment,  Inc., Jefferson Consulting Group,
LLC,  Jefferson  Government  Relations,  Inc., Finno SCA, Allan Green,  JLT, LP,
Robert B.  Peterson,  Mark A.  Morris,  Daniel  Perrin,  Steven  Beck,  Dominque
Trempont,  Joseph  Wright,  Robert  Thompson,  Jack  Kemp and  Herbie  Pearthree
(collectively the "Existing Shareholders").

                                    RECITALS

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

         B. In  connection  with  the  Loan  Agreement  and  the   transactions
contemplated thereby, Newcourt and the other parties to this Agreement desire to
establish  with  certainty  the share  holdings  of the  Company  as they  exist
immediately  prior to the closing (the  "Effective  Time") of the Loan Agreement
and the  related  transactions  which  are being  consummated  contemporaneously
therewith (collectively, the "Transactions").

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

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

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

                  1. Each of the parties  acknowledges and agrees that effective
as of the Effective  Time,  (a) the  information  regarding the ownership of the
capital  stock of the Company  (and  rights to acquire  same) which is set forth
opposite  such party's name on Exhibit A is true,  accurate  and  complete,  (b)
except as set forth on Exhibit A, such  party does not own,  beneficially  or of
record, any capital stock of the Company, or any options,  warrants, puts, calls
or other rights with respect to any  securities  of the Company,  and (c) to the
best of such  party's  knowledge,  no persons  other than  those  identified  on
Exhibit A own,  beneficially  or of record,  any capital stock of the Company or
any  options,  warrants,  puts,  calls,  or other  rights  with  respect  to any
securities of the Company.


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                  2. If,  notwithstanding  the provisions of paragraph 1 of this
Agreement,  any Existing Shareholder shall be deemed or determined to have owned
(beneficially or of record),  as of the Effective 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  Existing
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.

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

                  4. 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.

                  5. 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.

                  6. 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.

                  7. 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.

                  8. 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.


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

                  10. 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.

                  11. 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.

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

                  13. 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 reasonably attorneys' fees, incurred by the prevailing party in
connection with such litigation.



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


NEWCOURT FINANCIAL USA INC.                REALMED CORPORATION


By:                                        By:
----------------------------               ------------------------------
Printed Name, Title                        Printed Name, Title





                       (Signatures continued on next page)




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                   (Signatures continued from preceding page)


Gemplus, SCA                               JLT, LP


By:                                        By:
----------------------------               ------------------------------
Printed Name, Title                        Printed Name, Title



----------------------------               ------------------------------
Robert B. Peterson                         Mark A. Morris



----------------------------               ------------------------------
Daniel Perrin                              Steven Beck



----------------------------               ------------------------------
Dominque Trempont                          Joseph Wright



----------------------------               ------------------------------
Robert Thompson                            Jack Kemp



----------------------------
Herbie Pearthree





                       (Signatures continued on next page)


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                   (Signatures continued from preceding page)



Candel & Partners                          Gemplus Corp


By:                                        By:
----------------------------               ------------------------------
Printed Name, Title                        Printed Name, Title


West Plains Investment, Inc.               Jefferson Consulting Group, LLC


By:                                        By:
----------------------------               ------------------------------
Printed Name, Title                        Printed Name, Title


Jefferson Government Relations, Inc.       Finno SCA


By:                                        By:
----------------------------               ------------------------------
Printed Name, Title                        Printed Name, Title



Allan Green