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                                                                   Exhibit 10.01

                               REALMED CORPORATION
                      1997 STOCK OPTION AND INCENTIVE PLAN

      1. Plan Purpose.  The purpose of the Plan is to promote the long-term
interests  of the  Company  and  its  shareholders  by  providing  a  means  for
attracting  and retaining  officers,  key  employees,  consultants,  independent
contractors  and  Directors  of the  Company  and  its  Affiliates  and  Related
Companies.

      2. Definitions.  The following definitions are applicable to the Plan:

     "Affiliate" -- means any "parent  corporation" or "subsidiary  corporation"
of  the  Company  as  such  terms  are  defined  in  Section   424(e)  and  (f),
respectively, of the Code.

     "Award" -- means the grant by the Committee of an Incentive Stock Option, a
Non-Qualified Stock Option, or Restricted Stock, or any combination  thereof, as
provided in the Plan.

     "Board" -- means the Board of Directors of the Company.

     "Change in Control" -- means any of the events  specified in the  following
clauses (i) through (iii): (i) any third person,  including a "group" as defined
in Section 13(d)(3) of the Exchange Act shall, after the date of the adoption of
the Plan by the  Board,  first  become  the  beneficial  owner of  shares of the
Company  with  respect to which 50% or more of the total number of votes for the
election of the Board of Directors of the Company may be cast,  (ii) as a result

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of, or in connection  with,  any cash tender offer,  exchange  offer,  merger or
other business combination, sale of assets or contested election, or combination
of the  foregoing,  the persons who were directors of the Company shall cease to
constitute  a majority  of the Board of  Directors  of the  Company or (iii) the
shareholders  of the Company shall approve an agreement  providing  either for a
transaction in which the Company will cease to be an independent entity or for a
sale or other disposition of all or substantially all the assets of the Company;
provided, however, that the occurrence of any of such events shall not be deemed
a Change in Control if,  prior to such  occurrence,  a  resolution  specifically
approving such occurrence  shall have been adopted by at least a majority of the
Board of Directors of the Company.

     "Code" -- means the Internal Revenue Code of 1986, as amended.

     "Committee" -- means the entity referred to in Section 3 hereof responsible
     for  administering  the Plan.

     "Company" -- means RealMed Corporation, an Indiana corporation.

     "Continuous  Service"  --  means  the  absence  of  any  interruption  or
termination  of service as an employee of the Company or an  Affiliate.  Service
shall not be considered interrupted in the case of sick leave, military leave or
any  other  leave  of  absence  approved  by the  Company  or in the case of any
transfer  between the Company and an Affiliate or any  successor to the Company.
In the case of  Non-Qualified  Stock Options and Restricted  Stock service as an
employee of a Related  Company shall be treated as service as an employee of the
Company, and service to the Company or an Affiliate as an independent contractor
or consultant  without  interruption or termination shall qualify as "continuous
service."

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     "Employee"  -- means any person,  including an officer or director,  who is
employed by the Company or any  Affiliate.  In the case of awards of  Restricted
Stock and  Non-Qualified  Stock  Options,  an  Employee  also  includes a person
employed by a Related Company.

     "Exchange Act" -- means the Securities Exchange Act of 1934, as amended.

     "Exercise  Price" -- means the price per Share at which the Shares  subject
to an Option may be purchased upon exercise of such Option.

     "Incentive  Stock Option" -- means an option to purchase  Shares granted by
the Committee  pursuant to Section 6 hereof which is subject to the  limitations
and  restrictions  of Section 8 hereof and is intended to qualify  under Section
422 of the Code.

     "Market  Value"  --  means  the  last  reported  sale  price on the date in
question (or, if there is no reported  sale on such date, on the last  preceding
date on which any reported sale occurred) of one Share on the principal exchange
on which the Shares are listed for trading,  or if the Shares are not listed for
trading on any  exchange,  on the NASDAQ  National  Market System or any similar
system  then in use,  or, if the Shares  are not  listed on the NASDAQ  National
Market System, the mean between the closing high bid and low asked quotations of
one Share on the date in question  as  reported by NASDAQ or any similar  system
then in use, or, if no such  quotations are available,  the fair market value on
such date of one Share as the Committee shall determine.

     "Non-Employee  Director" -- means any director of the Company who meets the
definition  of a  "non-employee  director" in Rule 16b-3  promulgated  under the
Exchange Act.

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     "Non-Qualified  Stock Option" -- means an option to purchase shares granted
by the Committee  pursuant to Section 6 hereof,  which option is not intended to
qualify under Section 422 of the Code.

     "Option"  -- means an  Incentive  Stock  Option  or a  Non-Qualified  Stock
Option.

     "Participant"  -- means any  officer or key  employee of the Company or any
Affiliate or Related Company or any person performing  services as a consultant,
independent  contractor  or Director to the Company or any  Affiliate or Related
Company who is selected by the Committee to receive an Award.

     "Plan" -- means this 1997 Stock Option and Incentive Plan of the Company.

     "Related Company" -- means any corporation of which more than fifty percent
of the voting  stock is held by persons who hold more than fifty  percent of the
voting stock of the Company.

     "Reorganization"  -- means the liquidation or dissolution of the Company or
any merger,  consolidation  or  combination of the Company (other than a merger,
consolidation  or combination in which the Company is the continuing  entity and
which  does  not  result  in the  outstanding  Shares  being  converted  into or
exchanged for different  securities,  cash or other property or any  combination
thereof).

     "Restricted  Period" -- means the period of time  selected by the Committee
for the purpose of determining  when  restrictions are in effect under Section 9

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hereof with respect to Restricted Stock awarded under the Plan.

     "Restricted Stock" -- means Shares which have been contingently  awarded to
a  Participant  by the  Committee  subject to the  restrictions  referred  to in
Section 9 hereof, so long as such restrictions are in effect.

     "Securities Act" -- means the Securities Act of 1933, as amended.  "Shares"
     -- means the Common Stock, without par value, of the Company.

  3.  Administration.  Unless  and  until  the  Company  has a class  of  equity
securities  registered  under  Section 12 of the Exchange Act, the Plan shall be
administered  by and the  "Committee"  shall  mean the  Board  or any  committee
thereof. At such time as the Company has a class of equity securities registered
under Section 12 of the Exchange Act, the Plan shall be  administered by and the
"Committee" shall mean the Company's Compensation Committee, which shall consist
of two or more  members  of the  Board,  each of whom  shall  be a  Non-Employee
Director.  If less than the full  Board  shall  constitute  the  Committee,  the
members  of the  Committee  shall  be  appointed  by the  affirmative  vote of a
majority of the Board.  Except as limited by the express provisions of the Plan,
the  Committee  shall have sole and complete  authority  and  discretion  to (i)
select  Participants and grant Awards; (ii) determine the number of Shares to be
subject to types of Awards  generally,  as well as to individual  Awards granted
under the Plan; (iii) determine the terms and conditions upon which Awards shall
be granted  under the Plan;  (iv)  prescribe  the form and terms of  instruments
evidencing such grants;  and (v) establish from time to time regulations for the
administration  of the Plan,  interpret  the Plan,  and make all  determinations
deemed necessary or advisable for the  administration of the Plan.  Decisions of
the Committee  shall be final and binding on all parties who have an interest in
the Plan.

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         A majority of the Committee shall constitute a quorum,  and the acts of
a majority of the  members  present at any meeting at which a quorum is present,
or acts approved in writing by all members of the  Committee  without a meeting,
shall be acts of the  Committee.  Notwithstanding  any other  provision  of this
Agreement,  a  Non-Employee  Director  shall not  receive an Award  without  the
approval of a majority of the Board of Directors.

  4. Participants.  The  Committee may select from time to time Participants in
the  Plan  who,  in  the  opinion  of  the  Committee,  have  the  capacity  for
contributing  in a  substantial  measure to the  successful  performance  of the
Company or its Affiliates.

  5. Shares  Subject to Plan.  Subject to adjustment by the operation of Section
10 hereof, the maximum number of Shares with respect to which Awards may be made
under the Plan is 10,000,000 Shares. The Shares with respect to which Awards may
be made under the Plan may either be authorized and unissued  shares or unissued
shares heretofore or hereafter  reacquired and held as treasury shares. An Award
shall not be  considered  to have been made  under the Plan with  respect to any
Option which  terminates or is surrendered  for  cancellation or with respect to
Restricted  Stock which is forfeited (so long as any cash dividends paid on such
shares are also  forfeited),  and new Awards may be granted  under the Plan with
respect to the number of Shares as to which such  termination  or forfeiture has
occurred.

  6. General Terms and Conditions of Options.  The Committee shall have full and
complete  authority and discretion,  except as expressly limited by the Plan, to
grant  Options  and to  provide  the terms  and  conditions  (which  need not be
identical  among  Participants)  thereof.  In  particular,  the Committee  shall

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prescribe the following terms and conditions:  (i) the Exercise Price,  (ii) the
number of Shares subject to, and the expiration  date of, any Option,  (iii) the
manner, time and rate (cumulative or otherwise) of exercise of such Option, (iv)
the restrictions, if any, to be placed upon such Option or upon Shares which may
be issued upon  exercise of such Option and (v) the  conditions,  if any,  under
which a Participant  may transfer or assign  Options.  The  Committee  may, as a
condition of granting any Option,  require that a Participant agree to surrender
for cancellation one or more Options previously granted to such Participant.

  7. Exercise of Options.

     (a) Except as  provided  in Section  13, an Option  granted  under the Plan
  shall be  exercisable  during the  lifetime  of the  Participant  to whom such
  Option  was  granted  only by such  Participant,  and  except as  provided  in
  paragraphs (c), (d) and (e) of this Section 7, no such Option may be exercised
  unless at the time such  Participant  exercises such Option,  such Participant
  has maintained Continuous Service since the date of the grant of such Option.

     (b) To  exercise  an Option  under the Plan,  the  Participant  shall  give
  written  notice to the Company  (which shall specify the number of Shares with
  respect to which such  Participant  elects to exercise  such Option)  together
  with full payment of the Exercise Price and the payment  required  pursuant to
  Section  16. The date of  exercise  shall be the date on which such  notice is
  received by the Company.  Payment shall be made either (i) in cash  (including
  check,  bank draft or money order) or (ii) by  delivering  (A) Shares  already
  owned by the  Participant  and having a Market  Value on the date of  exercise

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  equal to the applicable  Exercise Price, or (B) a combination of cash and such
  Shares.

     (c) Except as  otherwise  provided  in Section 12 or in the  instrument  or
  agreement  evidencing  the  grant  of an  Option  to a  Participant  who is an
  employee of the Company,  an Affiliate or a Related Company, an Option granted
  to such Participant  shall terminate upon the earlier of the stated expiration
  date or as follows:

         (i)      If the Continuous Service of the Participant is terminated for
                  cause, (as defined in the Participant's  Employment Agreement,
                  if  any)  the  Option  of  the  Participant   shall  terminate
                  immediately upon the cessation of Continuous Service.

         (ii)     If the  Continuous  Service of the  Participant  is terminated
                  without  cause  by  reason  of  retirement,  or  by  voluntary
                  resignation  of the  Participant,  the Option shall  terminate
                  ninety (90) days after the cessation of Continuous Service.

         (iii)    If the Continuous  Service of the Participant is terminated by
                  reason of the disability of the Participant within the meaning
                  of Section  22(e)(3) of the Code,  the Option shall  terminate
                  six (6) months following the cessation of Continuous Service.

         (iv)     If the Continuous  Service of the Participant is terminated by
                  reason of his death, the Option shall terminate one year after
                  the  cessation  of  Continuous  Service.  During such  limited
                  period,   the  option  may  be   exercised   by  the  personal
                  representative of the Participant's estate or by the person or
                  person  to whom the  option  is  transferred  pursuant  to the
                  Participant's  will or in accordance  with the laws of descent
                  and distribution.

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     (d)  Following the death of any  Participant  to whom an Option was granted
  under the Plan, the Committee,  as an alternative  means of settlement of such
  Option,  may elect to pay to the person to whom such Option is transferred the
  amount by which the  Market  Value per Share on the date of  exercise  of such
  Option  shall  exceed the Exercise  Price of such  Option,  multiplied  by the
  number of Shares with respect to which such Option is properly exercised.  Any
  such  settlement  of an Option shall be  considered an exercise of such Option
  for all purposes of the Plan.

     (e)  Notwithstanding  the  provisions of the  foregoing  paragraphs of this
  Section 7, the  Committee  may, in its sole  discretion,  establish  different
  terms and  conditions  pertaining to the effect of the cessation of Continuous
  Service, to the extent permitted by applicable federal and state law.

  8.  Incentive  Stock Options.  Incentive  Stock Options may be granted only to
Participants  who are  Employees.  Any  provisions  of the Plan to the  contrary
notwithstanding,  (i) no  Incentive  Stock Option shall be granted more than ten
years from the date the Plan is adopted by the Board of Directors of the Company
and no Incentive Stock Option shall be exercisable  more than ten years from the
date such  Incentive  Stock Option is granted,  (ii) the  Exercise  Price of any
Incentive  Stock Option shall not be less than the Market Value per Share on the
date such Incentive  Stock Option is granted,  (iii) any Incentive  Stock Option
shall not be transferable by the Participant to whom such Incentive Stock Option
is granted other than by will or the laws of descent and  distribution and shall
be exercisable during such Participant's lifetime only by such Participant,  and
(iv) no Incentive Stock Option shall be granted which would permit a Participant

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to acquire,  through the  exercise of  Incentive  Stock  Options in any calendar
year,  Shares or shares of any  capital  stock of the  Company or any  Affiliate
thereof  having  an  aggregate  Market  Value  (determined  as of the  time  any
Incentive  Stock  Option  is  granted)  in  excess of  $100,000.  The  foregoing
limitation  shall be determined by assuming that the  Participant  will exercise
each  Incentive  Stock  Option  on the  date  that  such  Option  first  becomes
exercisable.  Notwithstanding the foregoing, in the case of any Participant who,
at the date of grant,  owns stock possessing more than 10% of the total combined
voting  power of all classes of capital  stock of the Company or any  Affiliate,
the Exercise Price of any Incentive  Stock Option shall not be less than 110% of
the Market  Value per Share on the date such  Incentive  Stock Option is granted
and such Incentive  Stock Option shall not be  exercisable  more than five years
from the date such Incentive Stock Option is granted.

  9. Terms and Conditions of Restricted Stock. The Committee shall have full and
complete  authority,  subject to the limitations of the Plan, to grant awards of
Restricted  Stock and,  in  addition to the terms and  conditions  contained  in
paragraphs  (a) through (f) of this  Section 9, to provide  such other terms and
conditions  (which need not be identical among  Participants) in respect of such
Awards, and the vesting thereof, as the Committee shall determine and provide in
the agreement referred to in paragraph (d) of this Section 9.

     (a) At the  time of an award  of  Restricted  Stock,  the  Committee  shall
establish  for each  Participant  a  Restricted  Period  during  which or at the
expiration of which,  the Shares of Restricted  Stock shall vest.  The Committee
may also restrict or prohibit the sale,  assignment,  transfer,  pledge or other
encumbrance  of the Shares of  Restricted  Stock by the  Participant  during the
Restricted Period. Except for such restrictions,  and subject to paragraphs (c),

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(d) and (e) of this Section 9 and Section 10 hereof, the Participant as owner of
such  Shares  shall  have all the  rights of a  shareholder,  including  but not
limited to, the right to receive all dividends paid on such Shares and the right
to vote such Shares. The Committee shall have the authority,  in its discretion,
to accelerate the time at which any or all of the restrictions  shall lapse with
respect  to any  Shares  of  Restricted  Stock  prior to the  expiration  of the
Restricted  Period  with  respect  thereto,  or to  remove  any or  all of  such
restrictions,  whenever  it may  determine  that such action is  appropriate  by
reason  of  changes  in  applicable  tax or  other  laws  or  other  changes  in
circumstances occurring after the commencement of such Restricted Period.

     (b) Except as provided  in Section 12 hereof,  if a  Participant  ceases to
maintain  Continuous  Service for any reason (other than death, total or partial
disability or normal or early  retirement)  unless the Committee shall otherwise
determine,   all  Shares  of  Restricted  Stock  theretofore   awarded  to  such
Participant and which at the time of such termination of Continuous  Service are
subject to the  restrictions  imposed by  paragraph  (a) of this Section 9 shall
upon such  termination  of  Continuous  Service be forfeited and returned to the
Company.  If a Participant  ceases to maintain  Continuous  Service by reason of
death or total or partial disability,  then the restrictions with respect to the
Ratable  Portion of the Shares of  Restricted  Stock shall lapse and such Shares
shall be free of  restrictions  and shall not be forfeited.  The Ratable Portion
shall be  determined  with respect to each separate  Award of  Restricted  Stock
issued  and  shall be equal to (i) the  number of  Shares  of  Restricted  Stock
awarded to the  Participant  multiplied by the portion of the Restricted  Period
that  expired  at the  date of the  Participant's  death  or  total  or  partial
disability reduced by (ii) the number of Shares of Restricted Stock awarded with

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respect  to which  the  restrictions  had  lapsed as of the date of the death or
total or partial disability of the Participant.

     (c) Each  certificate  issued in  respect  of Shares  of  Restricted  Stock
awarded under the Plan shall be registered  in the name of the  Participant  and
deposited by the  Participant,  together  with a stock power  endorsed in blank,
with the Company and shall bear the following (or a similar) legend:

"The  transferability  of this  certificate and the shares of stock  represented
hereby are subject to the terms and conditions (including  forfeiture) contained
in the 1997  Stock  Option and  Incentive  Plan of  RealMed  Corporation  and an
Agreement  entered into between the  registered  owner and RealMed  Corporation.
Copies of such Plan and  Agreement are on file in the office of the Secretary of
RealMed Corporation.

     (d) At the time of an award of Shares of Restricted  Stock, the Participant
shall  enter  into an  Agreement  with the  Company in a form  specified  by the
Committee,  agreeing to the terms and conditions of the award,  as the Committee
shall in its sole discretion determine.

     (e) At the time of an award of Shares of  Restricted  Stock,  the Committee
may,  in its  discretion,  determine  that the  payment  to the  Participant  of
dividends  declared or paid on such Shares by the Company or a specified portion
thereof,  shall be deferred until the lapsing of the restrictions  imposed under
paragraph (a) of this Section 9 and shall be held by the Company for the account
of the Participant  until such time. In the event of such deferral,  there shall

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be credited at the end of each year (or portion thereof)  interest on the amount
of the  account  at the  beginning  of the  year  at a  rate  per  annum  as the
Committee,  in its  discretion,  may determine.  Payment of deferred  dividends,
together with  interest  accrued  thereon as  aforesaid,  shall be made upon the
lapsing of such  restrictions.  The  dividends  shall be forfeited if the Shares
with respect to which the dividends were declared are forfeited.

     (f) At the expiration of the restrictions  imposed by paragraph (a) of this
Section 9, the Company shall redeliver to the Participant (or where the relevant
provision of  paragraph  (b) of this Section 9 applies in the case of a deceased
Participant,   to  his   legal   representative,   beneficiary   or  heir)   the
certificate(s)  and stock power  deposited  with it pursuant to paragraph (c) of
this Section 9 and the Shares represented by such  certificate(s)  shall be free
of the restrictions referred to in paragraph (a) of this Section 9.

     10. Adjustments Upon Changes in Capitalization.  In the event of any change
in the outstanding Shares subsequent to the effective date of the Plan by reason
of  any   reorganization,   recapitalization,   stock  split,   stock  dividend,
combination or exchange of shares,  merger,  consolidation  or any change in the
corporate  structure or Shares of the Company,  the maximum aggregate number and
class of shares as to which Awards may be granted  under the Plan and the number
and class of shares with respect to which Awards  theretofore  have been granted
under  the  Plan  shall  be  appropriately  adjusted  by  the  Committee,  whose
determination  shall be  conclusive.  Any  shares  of stock or other  securities
received, as a result of any of the foregoing,  by a Participant with respect to
Restricted   Stock   shall  be  subject  to  the  same   restrictions   and  the
certificate(s)  or other  instruments  representing or evidencing such shares or

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securities  shall be  legended  and  deposited  with the  Company  in the manner
provided in Section 9 hereof.

     11. Effect of Reorganization.  Awards will be affected by a Reorganization
as follows:

         (a)  If the  Reorganization  is a  dissolution  or  liquidation  of the
     Company then (i) the  restrictions  of Section 9(a) on Shares of Restricted
     Stock shall lapse and (ii) each  outstanding  Option shall  terminate,  but
     each  Participant  to whom the  Option  was  granted  shall have the right,
     immediately prior to such dissolution or liquidation to exercise his Option
     in full, notwithstanding the provisions of Section 8, and the Company shall
     notify each  Participant  of such right within a reasonable  period of time
     prior to any such dissolution or liquidation.

         (b) If the  Reorganization is a merger or  consolidation,  other than a
     Change  in  Control  subject  to  Section  12 of this  Agreement,  upon the
     effective date of such  Reorganization (i) each Optionee shall be entitled,
     upon  exercise  of his  Option  in  accordance  with all of the  terms  and
     conditions of the Plan, to receive in lieu of Shares,  shares of such stock
     or other  securities  or  consideration  as the holders of Shares  shall be
     entitled to receive pursuant to the terms of the  Reorganization;  and (ii)
     each holder of Restricted Stock shall receive shares of such stock or other
     securities as the holders of Shares  received which shall be subject to the
     restrictions  set forth in Section 9(a),  unless the Committee  accelerates
     the lapse of such restrictions, and the certificate(s) or other instruments
     representing or evidencing such shares or securities  shall be legended and
     deposited with the Company in the manner provided in Section 9 hereof.

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The adjustments  contained in this Section and the manner of application of such
provisions shall be determined solely by the Committee.

     12.  Effect  of  Change  of  Control.  If  the  Continuous  Service  of any
Participant  of the Company or any Affiliate is  involuntarily  terminated,  for
whatever  reason,  at any time  within  twelve  (12)  months  after a Change  in
Control,  then (a) unless the  Committee  shall have  otherwise  provided in the
agreement  referred  to in  paragraph  (d) of Section 9 hereof,  any  Restricted
Period with respect to Restricted Stock theretofore  awarded to such Participant
shall lapse upon such  termination  and all Shares  awarded as Restricted  Stock
shall become fully  vested in the  Participant  to whom such Shares were awarded
and  (b)  all  Options  shall  become  exercisable  in  full  and  shall  remain
exercisable  for a period of ninety (90) days  thereafter  unless the  Committee
shall have  otherwise  provided in the  instrument or agreement  evidencing  the
grant of the Option.  If a tender offer or exchange offer for Shares (other than
such an offer by the Company) is commenced,  or if the event specified in clause
(iii) of the  definition  of a Change in  Control  contained  in Section 2 shall
occur,  unless the Committee  shall have  otherwise  provided in the  instrument
evidencing the grant of an Option, all Options theretofore granted and not fully
exercisable shall (except as otherwise provided in Section 8) become exercisable
in full upon the  happening  of such event and shall  remain so  exercisable  in
accordance  with  their  terms;  provided,  however,  that no  Option  shall  be
exercisable  by a director or officer of the Company if such event would subject
the Participant to liability under Section 16(b) of the Exchange Act.

     13.  Assignments  and  Transfers.  Except as  expressly  authorized  by the
Committee  during  the  lifetime  of a  Participant,  no Award  nor any right or
interest of a Participant under the Plan in any instrument  evidencing any Award

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under the Plan may be assigned, encumbered or transferred otherwise than by will
or the laws of descent  and  distribution,  or for Awards  other than  incentive
stock options,  pursuant to a qualified  domestic  relations order as defined by
(a) the Code or (b) Title I of the Employee  Retirement  Income  Security Act of
1974, as amended, or the rules and regulations promulgated thereunder. Except as
otherwise  determined by the Committee,  Shares awarded  pursuant to the Plan or
upon the  exercise of an Option shall not be  transferred  in any public sale or
distribution  (including  sales  pursuant  to Rule  144)  during  seven (7) days
immediately  prior to and one hundred eighty (180) days after the effective date
of any registration of any securities of the Company under the Securities Act of
1933.

     14.  Employee  Rights Under the Plan. No officer,  employee or other person
shall have a right to be selected as a Participant nor, having been so selected,
to be selected again as a Participant  and no officer,  employee or other person
shall have any claim or right to be granted an Award under the Plan or under any
other  incentive  or similar  plan of the  Company or any  Affiliate  or Related
Company.  Neither the Plan nor any action taken thereunder shall be construed as
giving any employee any right to be retained in the employ of the Company or any
Affiliate or Related Company.

     15. Delivery and Registration of Stock. The Company's obligation to deliver
Shares  with  respect  to an Award  shall,  if the  Committee  so  requests,  be
conditioned upon the receipt of a representation as to the investment  intention
of the Participant to whom such Shares are to be delivered,  in such form as the
Company  shall  determine  to be  necessary  or  advisable  to  comply  with the
provisions  of the  Securities  Act or any  other  applicable  federal  or state
securities legislation.  It may be provided that any representation  requirement
shall  become  inoperative  upon a  registration  of the Shares or other  action

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eliminating  the necessity of such  representation  under the  Securities Act or
other securities legislation.

     16.  Withholding  Tax. Upon the  termination of the Restricted  Period with
respect to any Shares of  Restricted  Stock,  the  Participant  or other  person
receiving  such  Shares  shall pay the Company the amount of any taxes which the
Company  is  required  to  withhold  with  respect  to such  Shares,  unless the
Committee in its discretion  elects to retain a sufficient number of Shares held
by it to cover the amount  required to be withheld.  The Company shall also have
the right to deduct from all dividends paid with respect to Shares of Restricted
Stock the amount of any taxes which the  Company is  required  to withhold  with
respect to such dividend payments.

     Where a Participant or other person is entitled to receive Shares  pursuant
to the exercise of an Option pursuant to the Plan, the Participant or such other
person  shall pay the  Company  the  amount of any taxes  which the  Company  is
required to withhold  with  respect to such Shares  unless the  Committee in its
discretion  elects  to retain a number of such  Shares  sufficient  to cover the
amount required to be withheld.

     17. Loans.

         (a) The  Company may make loans to a  Participant  in  connection  with
     Restricted  Stock or the exercise of Options subject to the following terms
     and conditions and such other terms and  conditions not  inconsistent  with
     the Plan,  including  the rate of  interest,  if any, as the Company  shall
     impose from time to time.

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         (b) No loan made  under  the Plan  shall  exceed  (i) with  respect  to
     Options, the sum of (A) the aggregate option price payable upon exercise of
     the Option in  relation  to which the loan is made,  plus (B) the amount of
     the reasonably  estimated income taxes payable by the grantee and (ii) with
     respect to  Restricted  Stock,  the amount of reasonably  estimated  income
     taxes  payable  by the  grantee.  In no event may any such loan  exceed the
     Market Value of the related Shares at the time of the loan.

         (c) No loan shall have an initial term exceeding three years; provided,
     that  loans  under the Plan shall be  renewable  at the  discretion  of the
     Committee;  and provided,  further,  that the indebtedness  under each loan
     shall  become  due and  payable  on a date no later than (i) one year after
     termination of the  Participant's  employment  due to death,  retirement or
     disability,  or (ii) the day of termination of the Participant's employment
     for any reason other than death, retirement or disability.

         (d)  Loans  under  the Plan may be  satisfied  by the  Participant,  as
     determined by the Committee, in cash or, with the consent of the Committee,
     in whole or in part in Shares at Market Value on the date of such payment.

         (e) When a loan shall have been made, Shares having an aggregate Market
     Value  equal  to the  amount  of the loan  may,  in the  discretion  of the
     Committee,  be required to be pledged by the  Participant to the Company as
     security  for payment of the unpaid  balance of the loan.  Portions of such
     Shares may, in the  discretion of the  Committee,  be released from time to
     time as it deems not to be needed as security.

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         (f) Every loan shall meet all applicable laws, regulations and rules of
     the  Federal  Reserve  Board  and  any  other  governmental  agency  having
     jurisdiction.

     18.  Termination,  Amendment and Modification of Plan. The Board may at any
time  terminate,  and may at any time and from  time to time and in any  respect
amend or modify,  the Plan;  provided however,  that to the extent necessary and
desirable to comply with Rule 16b-3 under the Exchange Act or Section 422 of the
Code (or any other applicable law or regulation,  including  requirements of any
stock  exchange or NASDAQ  system on which the Common Stock is listed or quoted)
shareholder  approval of any Plan  Amendment  shall be obtained in such a manner
and to such a degree as is required by the  applicable  law or  regulation;  and
provided  further,  that no  termination,  amendment or modification of the Plan
shall in any manner adversely affect any Award  theretofore  granted pursuant to
the Plan without the consent of the Participant to whom the Award was granted or
transferee of the Award.

     19.  Effective Date and Term of Plan. The Plan shall become  effective upon
its  adoption by the Board of  Directors  of the  Company and shall  continue in
effect  for a term of ten  years  from  the  date of  adoption  by the  Board of
Directors unless sooner terminated under Section 18 hereof.

     20. Shareholder Approval.  The Plan shall be submitted for approval by the
shareholders  of Employer  within twelve (12) months of the date of its adoption
by the Board of Directors.





                                    Adopted by the Board of Directors of RealMed

                                    Corporation as of December 15, 1997









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