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                            MEDE AMERICA CORPORATION
              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

  COMMON STOCK                                                 CUSIP 584067 10 2
PAR VALUE $.01 PER SHARE                     SEE REVERSE FOR CERTAIN DEFINITIONS
                                             
                                             
THIS CERTIFIES THAT







is the registered holder of


    FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $.01 PER
SHARE, OF MEDE AMERICA CORPORATION (the "Corporation"),  a Delaware corporation.
The shares  represented by this certificate are  transferable  only on the stock
transfer  books of the  Corporation  by the holder of record  hereof,  or by the
holder's duly authorized attorney or legal representative, upon the surrender of
this certificate  properly endorsed.  The Corporation has more than one class of
stock  authorized  for issuance.  This  certificate  and the shares  represented
hereby are issued and held subject to each of the laws of the State of Delaware,
the Amended and Restated Certificate of Incorporation of the Corporation and the
By-Laws of the Corporation,  as each may from time to time be amended,  modified
or  supplemented.   This  certificate  is  not  valid  until  countersigned  and
registered  by the  Corporation's  Transfer  Agent  and  Registrar.  IN  WITNESS
WHEREOF,  the  Corporation  has caused  this  certificate  to be executed by the
facsimile  signatures of its duly authorized officers and has caused a facsimile
of its corporate seal to be hereunto affixed.


Countersigned  and Registered:  
                ChaseMellon  Shareholder  Services,   L.L.C.
                                                  Transfer  Agent  and Registrar
 By Authorized Signature 

Dated:  

- ------------------------                ----------------------------------------
Chief Financial  Officer                President  and Chief  Executive  Officer

                         (Corporate Seal)






                            MEDE AMERICA CORPORATION

     THE  CORPORATION  WILL FURNISH  WITHOUT CHARGE TO EACH  STOCKHOLDER  WHO SO
REQUESTS THE POWERS,  DESIGNATIONS,  PREFERENCES  AND  RELATIVE,  PARTICIPATING,
OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF OF THE
CORPORATION  AND  THE  QUALIFICATIONS,   LIMITATIONS  OR  RESTRICTIONS  OF  SUCH
PREFERENCES  AND/OR RIGHTS.  SUCH REQUEST MAY BE MADE TO THE  CORPORATION AT ITS
PRINCIPAL OFFICE.

     The following  abbreviations,  when used in the  inscription on the face of
this  certificate,  shall be  construed  as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common             UNIF GIFT MIN ACT -    Custodian
TEN ENT - as tenants by the                                   ----         ----
entireties                                                   (Cust)      (Minor)
JT TEN - as joint tenants                          under Uniform Gifts to Minors
with right of survivorship                          Act
and not as tenants in common                           -------------------------
                                                                (State)

                                                          
    Additional abbreviations may also be used though not in the above list.

For value received,                        hereby sell, assign and transfer unto
                  --------------------------

PLEASE INSERT SOCIAL SECURITY OR OTHER
  IDENTIFYING NUMBER OF ASSIGNEE

- --------------------------------------------------------------------------------
        (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP
                               CODE OF ASSIGNEE)

                                                                          Shares
- --------------------------------------------------------------------------
 of the Common Stock represented by the within Certificate, and do hereby
                    irrevocably constitute and appoint

- --------------------------------------------------------------------------------

                                                                     Attorney to
- ---------------------------------------------------------------------
transfer the said shares on the books of the within-named Corporation  
          with full power of substitution in the premises.

Dated,
      --------------------------------------------------------------------------


                    NOTICE:  THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND
                    WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE
                    IN EVERY  PARTICULAR,  WITHOUT  ALTERATION OR ENLARGEMENT OR
                    ANY  CHANGE  WHATEVER.


Signature(s) Guaranteed:

By 
  ------------------------------------------------
THE  SIGNATURE(S)   SHOULD  BE  GUARANTEED  BY  AN
ELIGIBLE     GUARANTOR     INSTITUTION     (BANKS,
STOCKBROKERS,  SAVINGS AND LOAN  ASSOCIATIONS  AND
CREDIT  UNIONS  WITH  MEMBERSHIP  IN  AN  APPROVED
SIGNATURE GUARANTEE  MEDALLION PROGRAM),  PURSUANT
TO S.E.C. RULE 17Ad-15.


KEEP THIS  CERTIFICATE  IN A SAFE PLACE.  IF IT IS LOST,  STOLEN,  MUTILATED  OR
DESTROYED,  THE  CORPORATION  WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO
THE ISSUANCE OF A REPLACEMENT CERTIFICATE.