Execution Copy

                              EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT dated as of August 11, 1997 ("Agreement"),  is by
and  between  InteliData  Technologies   Corporation,   a  Delaware  corporation
("InteliData") and John C. Backus, Jr. ("Backus").

     WHEREAS,  Backus has been an employee of  InteliData  and its  predecessors
since January 20, 1985.

     WHEREAS,  InteliData  has promoted and desires to continue to employ Backus
as  President  and Chief  Executive  Officer and Backus  desires to continue his
employment in such capacity1;

     NOW,  THEREFORE,  InteliData  and Backus,  in  consideration  of the mutual
covenants and promises contained herein, do hereby agree as follows:

     1.   Acceptance of Employment.  Subject to the terms and conditions set
forth  below,  InteliData  agrees to  employ  Backus  and  Backus  accepts  such
employment.

     2.   Term.  The period of employment  shall be from the date first  written
above through December 31, 2000, unless further extended or sooner terminated as
hereinafter set forth.  Such employment  period shall be automatically  extended
for  successive  eighteen  month  terms on  January  1, 2001 and  following  the
expiration of each extension  term unless  InteliData  has provided  Backus,  or
Backus has provided InteliData, with at least six months prior written notice of
their  intention to allow this agreement to expire at the end of such initial or
extended term, in which event the  employment  period will terminate on the last
day of such term.

     3.   Position and Duties.  Backus shall serve as President and Chief
Executive  Officer of  InteliData  with the  duties  described  in  InteliData's
By-Laws,  as in  effect  on the date  hereof.  Backus  may serve on the board of
directors of other companies with the prior approval of InteliData's Chairman of
the Board of  Directors.  Backus shall devote  substantially  all of his working
time and attention to the business and affairs of InteliData. During the term of
this Agreement,  InteliData shall annually nominate, and take such action as may
be  necessary  or  appropriate  to  seek  stockholder   election  of  Backus  to
InteliData's  Board of  Directors.  Backus  agrees to  resign  from the Board of
Directors in connection with, and effective upon,  termination of his employment
with InteliData.

     4.   Compensation and Related Matters.

          (a)  Base Salary.  Backus shall  receive a base salary of $350,000 per
annum  payable  in  accordance  with the  payroll  procedures  for  InteliData's
salaried employees in effect during the term of this Agreement.

          (b)  Eligibility for Bonuses.  Backus shall be eligible to receive an
annual bonus of up to 75% of his base salary in effect at the time. In addition,
Backus shall be entitled to participate in all bonus and incentive  compensation
plans or arrangements hereinafter made available by InteliData to its officers
and directors.

          (c)  Performance Stock Options.

               (i)  Backus shall be granted options to purchase 600,000 shares
of Common  Stock,  par value  $0.001 per share of  InteliData  ("Common  Stock")
pursuant to the  InteliData  Technologies  Corporation  1996 Incentive Plan (the
"Plan"),  as set forth in the Stock  Option  Agreement  between  InteliData  and
Backus  of even  date  herewith  (the  "Option  Agreement"),  a copy of which is
attached as Exhibit A hereto.

               (ii) Backus agrees to hold 25,000 shares of InteliData Common
Stock  for the  balance  of the term of this  Agreement  (and  for any  renewals
thereof.) For purposes of this Agreement,  any shares of InteliData common stock
owned by members of Backus' immediate family (i.e.,  spouse,  sons or daughters)
or any trust for the benefit of or partnership consisting of partners limited to
such persons shall be counted  toward  Backus'  InteliData  stock  ownership and
holding requirements.

          InteliData agrees that each option agreement  with  respect to options
to purchase  Common Stock granted prior to the date hereof shall be amended such
that  (i) the  definition  of  "Change  in  Control"  for  purposes  of any such
agreements  and  options  shall have the  meaning  assigned  to such term in the
Option Agreement,  and (ii) all terms and conditions of such options (other than
exercise price,  vesting and term absent  acceleration) shall be as set forth in
the Option Agreement.

          (d)  Business Expenses.  Backus shall be entitled to reimbursement of
reasonable and ordinary  business-related  expenses consistent with InteliData's
policies in effect from time to time.

          (e)  Fringe Benefits.  In addition to any benefits specifically set
forth herein,  Backus shall be entitled to all employee  benefits made available
now or in the  future  to  other  officers  of  InteliData.  In the  event  this
Agreement is  terminated by either party for any reason (other than death or for
Cause), Backus may participate in InteliData's life, disability, health, dental,
accident and other benefit programs  following such termination for one year for
each year of  service  since  January  1985 (pro  rated in the case of a partial
year), at no higher cost to Backus than Backus' costs  immediately  prior to the
date of termination, or until Backus obtains comparable coverage at a comparable
cost with a future  employer.  In the event the  Company's  plans do not  permit
continued  participation  by Backus  after his  termination,  then  Backus  will
instead be entitled to a lump sum payment from  InteliData  of the expected cost
to Backus to purchase and continue all such benefit  programs,  as an individual
or family policyholder, grossed up for all local, state and Federal taxes at the
maximum tax rates, for a coverage period of three years.

               (i)  InteliData shall allow Backus at his request to use company
aircraft for personal travel for up to 100 flight hours per year,  provided that
InteliData  business  travel shall have  priority of use over  Backus'  personal
travel  requirements.  Backus shall reimburse  InteliData for his use of company
aircraft  hereunder at the Standard  Industry  Fare Level  ("SIFL"),  set by the
Department of Transportation  from time to time as required by IRS Rules Section
1.61-21(g).

               (ii) InteliData shall reimburse Backus on an annual basis for the
premiums paid by Backus with respect to a $5,000,000 term life insurance  policy
(which  policy shall be owned by Backus),  plus an amount  sufficient to pay all
federal, state and local taxes applicable to such payment.

               (iii)InteliData shall reimburse Backus on an annual basis for
premiums paid by Backus with respect to a disability  policy  selected by Backus
providing  for  benefits  of up to 75% of Backus'  average  annual  compensation
(calculated  in  accordance  with the  terms  of such  policy),  plus an  amount
sufficient to pay all federal, state and local taxes applicable to such payment.

          (f)  Vacations.  Backus shall be entitled to paid vacation in each
calendar year  consistent  with the  InteliData  vacation  policy  applicable to
executive  officers of the rank of Vice  President and above  (currently 5 weeks
per calendar year, with full tenure credit since January 1985).  Backus shall be
entitled to all paid holidays observed by InteliData.

          (g)  Indemnification; D&O Insurance.  InteliData shall provide (or
cause to be provided) to Backus indemnification  against all expenses (including
direct payment by InteliData of attorneys'  fees through  attorneys  selected by
Backus), judgments, fines and amounts paid in settlements in connection with any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (including  an action by or in the
right of InteliData  or any of its  predecessors,  affiliates  or  subsidiaries,
including without  limitation  Colonial Data  Technologies,  Inc.(including  all
subsidiaries of Colonial Data  Technologies,  Inc.,) WorldWide Telecom Partners,
US Order,  Inc.,  WorldCorp,  Inc., VISA Interactive and Home Financial  Network
("HFN")) by reason of his being or having been an officer,  director or employee
of InteliData or any affiliated entity,  advance expenses (including  attorneys'
fees) incurred by Backus in defending any such civil,  criminal,  administrative
or  investigative  action,  suit  or  proceeding  and  maintain  directors'  and
officers'    liability    insurance    coverage    (including    coverage    for
securities-related claims) upon substantially the terms and conditions set forth
in Exhibit B hereto (the "Indemnity Agreement").  The provisions of this Section
4(g) shall  indefinitely  survive  termination  of this  Agreement  and  Backus'
employment  hereunder  with  respect to acts and events  occurring  prior to and
through the date of termination.

          (h)  Retirement Benefit.  InteliData agrees that upon termination of
this Agreement or Backus'  employment  hereunder for any reason by either party,
other than a  termination  for Cause,  it shall pay to Backus a lump sum payment
equal to the undiscounted  value of the actuarial  equivalent of a straight life
annuity for a married  non-smoking male at age fifty-five  through age eighty in
the amount of $5,000 for each  calendar  year or portion  thereof  since January
1985 for which Backus was employed by InteliData or any of its  predecessors  or
affiliates (including without limitation WorldCorp,  Inc., World Airways,  Inc.,
Key Airlines and their  respective  subsidiaries,  predecessors,  successors and
affiliates) (the "Retirement Benefit".)

     5.   Termination of Employment.

          (a)  Death.  Backus' employment hereunder shall terminate upon his
death, in which event InteliData  shall have no further  obligation to Backus or
his estate with  respect to  compensation,  other than the  disposition  of life
insurance  and  related  benefits,  accrued  and  unpaid  base  salary,  accrued
vacation,  earned  incentive  compensation  for  periods  prior  to the  date of
termination, and the Retirement Benefit.

          (b)  By Backus.  Backus may terminate this agreement upon 90 days
prior  written  notice  to  InteliData.  In  the  event  Backus'  employment  is
terminated  pursuant to this  section 5 (b),  InteliData's  only  obligation  to
Backus  will be the  payment of any  accrued  and unpaid  base  salary,  accrued
vacation, and earned incentive compensation for the period from the date written
notice is given by Backus,  plus 90 days (or such later period if Backus  agrees
to work beyond 90 days), and the Retirement Benefit.

          (c)  By InteliData for Disability.  If Backus incurs a disability and
such disability  continues for a period of twelve (12) consecutive  months, then
InteliData may terminate  Backus'  employment upon written notice to Backus,  in
which  event  InteliData  shall  continue  to pay to Backus his full  salary and
benefits with respect to  compensation  under Section 4 of this Agreement  until
Backus  becomes  eligible for  disability  income  payments  under  InteliData's
disability  income plan. While receiving  disability  income payments under such
plan,  InteliData  shall continue to pay to Backus the  difference  between such
disability  income  payments and his salary under section 4 until the expiration
date of this agreement,  including any and all extensions.  In addition,  Backus
shall be entitled to continue  participation  in all benefit plans  provided for
under Section 4 for a period of time following such termination  equal in length
to the  period  from  January  1985  through  the  termination  date.  The  term
"disability"  means a physical or mental  illness that will prevent  Backus from
doing  substantial  gainful  work for at least  twelve  (12)  months.  If Backus
becomes  entitled to Social Security  benefits payable on account of disability,
he will be conclusively deemed to be disabled for purposes of this Agreement.

          (d)  By InteliData for Cause.  The Board of Directors of InteliData
may terminate this Agreement for Cause. "Cause" shall be defined as: (i) willful
failure to perform at the direction of the resolutions of the Board of Directors
(other than any such failure  resulting from Backus'  incapacity due to physical
or mental illness or any such actual or  anticipated  failure after Backus gives
notice of termination of employment for Good Reason (as  hereinafter  defined));
(ii)  willful  dishonesty  in office  with the intent to  materially  defraud in
connection with Backus' employment  hereunder;  or (iii) gross negligence in the
performance of the services  contemplated by this Agreement.  Backus may only be
terminated for Cause pursuant to a resolution  duly adopted by the majority vote
of its entire membership present physically at a meeting of the Board called for
such purpose  (provided that a majority of the members approving such resolution
were   directors  of   InteliData   elected  at  its  last  annual   meeting  of
stockholders),  finding that, in the good faith opinion of the Board, Backus was
guilty of conduct set forth in clause (i), (ii), or (iii) above,  and specifying
the particulars  thereof in detail;  provided,  however,  that Backus may not be
terminated for Cause unless: (1) Backus receives at least ten (10) business days
prior written notice of  InteliData's  intention to terminate this Agreement for
Cause and the specific  reasons  therefor;  and (2) Backus has an opportunity to
meet in person with InteliData's  entire Board of Directors and be given, if the
acts are correctable,  a reasonable opportunity and reasonable period of time to
correct the act or acts (or non-action)  giving rise to such written notice; and
(3) the Board, by resolution duly adopted by the affirmative  vote of a majority
of the  entire  membership  of the Board  finds that  Backus  fails to make such
correction  after  reasonable  opportunity  to do  so,  this  Agreement  may  be
terminated for Cause.

          (e)  By InteliData for Other Than Cause.  The Board of Directors may
terminate  this  Agreement  for  reasons  other  than Cause in  accordance  with
sub-paragraph  (d) above after giving at least 90 days prior  written  notice of
such termination to Backus.  In addition to all other rights of Backus hereunder
following such termination:

               (i)  InteliData will pay to Backus within ten (10) days of notice
of termination (or, in the case of incentive bonus compensation, within ten (10)
days of  determination  of  amounts  payable  under the  applicable  bonus  plan
generally)  the  undiscounted  remainder of his base salary then in effect,  any
deferred  salary  and/or  bonus  compensation  payable  under this  Agreement or
pursuant to any other plan or  arrangement  of  InteliData  or any  affiliate in
which  Backus is a  participant,  whether or not then  vested or payable and the
Retirement Benefit;

               (ii) InteliData shall pay to Backus an amount equal to the
highest  incentive  bonus  paid to Backus  for any of the three  calendar  years
immediately  preceding the date of  termination,  prorated  through his month of
departure; and

               (iii) Backus shall be entitled to retain at his election the
prepaid mileage balance in his United Airlines Passplus  Account,  provided that
to the extent such balance at the date of termination  exceeds  $25,000,  Backus
shall pay to InteliData an amount equal to such balance in excess of $25,000.

          In addition, all granted but unexercisable stock options  under all of
Backus' Option Agreements (and any additional  options granted upon extension of
the term hereof, if applicable) shall become immediately  exercisable and remain
exercisable for the remaining term of such options.

          (f)  By Backus for Good Reason.  Backus may terminate his employment
hereunder (for purposes of this  Agreement  "Good Reason") after giving at least
30 days  notice in the event  that:  (i)  InteliData  relocates  its general and
administrative  offices or Backus' place of employment to an area other than the
Washington, D.C. Standard Metropolitan Statistical Area (the "Washington SMSA"),
(ii)  he  is   assigned   any  duties   substantially   inconsistent   with  his
responsibilities  as  described  by  Section 3 hereof or a  substantial  adverse
alteration is made to the nature or status of such  responsibilities  (which for
purposes  of  this  Agreement   shall  be  deemed  to  include  the  removal  or
non-reelection of Backus to InteliData's  Board of Directors unless consented to
in writing by  Backus),  (iii)  InteliData  reduces his annual base salary as in
effect  on the date  hereof or as the same may be  increased  from time to time;
(iv) InteliData fails, without Backus' consent, to pay Backus any portion of his
current  compensation,  or to pay him any portion of an  installment of deferred
compensation under any deferred compensation program of InteliData, within seven
(7) days of the date such  compensation is due; (v) InteliData fails to continue
in effect any compensation plan in which Backus  participates  which is material
to Backus' total compensation,  unless an equitable  arrangement (embodied in an
ongoing substitute or alternative plan) has been made with respect to such plan,
or the failure by InteliData to continue  Backus'  participation  therein (or in
such  substitute or alternative  Plan) on a basis not materially less favorable,
both in terms of the  amount  of  benefits  provided  and the  level of  Backus'
participation relative to other participants;  (vi) InteliData fails to continue
to provide Backus with benefits substantially similar to those enjoyed by Backus
under any of InteliData's pension, life insurance, medical, health and accident,
or disability  plans in which Backus was  participating;  (vii) InteliData takes
any action  which would  directly or  indirectly  materially  reduce any of such
benefits or deprive Backus of any material fringe benefit enjoyed by Backus,  or
InteliData  fails to provide  Backus  with the number of paid  vacation  days to
which Backus is entitled hereunder; (viii) InteliData terminates, or proposes to
terminate Backus'  employment  hereunder contrary to the requirements of Section
5(e) hereof (for purposes of this  Agreement,  no such  termination or purported
termination  shall be  effective);  (ix) a Change in Control (as defined  below)
occurs; or (x) the Board determines that InteliData  should be sold,  liquidated
or dissolved or a majority of assets sold prior to the end of this Agreement; or
(xi)  InteliData,  or a majority of  InteliData's  assets,  are sold,  acquired,
merged, dissolved, consolidated, liquidated, spun off, split off, reorganized or
otherwise  restructured.  In the event  that  Backus  elects to  terminate  this
Agreement  and his  employment  with  InteliData or any successor in interest in
accordance with the provisions of this section,  in addition to all other rights
of Backus hereunder following such termination;

               (i)  InteliData will pay to Backus within ten (10) days of notice
of termination (or, in the case of incentive bonus compensation, within ten (10)
days of  determination  of  amounts  payable  under the  applicable  bonus  plan
generally)  the  undiscounted  remainder of his base salary then in effect,  any
deferred  salary  and/or  bonus  compensation  payable  under this  Agreement or
pursuant to any other plan or  arrangement  of  InteliData  or any  affiliate in
which  Backus is a  participant,  whether or not then  vested or payable and the
Retirement Benefit;

               (ii) InteliData shall pay to Backus an amount equal to the
highest  incentive  bonus  paid to Backus  for any of the three  calendar  years
immediately  preceding  the date of  termination  prorated  through his month of
departure; and

               (iii) Backus shall be entitled to retain at his election the
prepaid mileage balance in his United Airlines Passplus  Account,  provided that
to the extent such balance at the date of termination  exceeds  $25,000,  Backus
shall pay to InteliData an amount equal to such balance in excess of $25,000.

         In addition all granted but unvested stock options under all of Backus'
Option  Agreements  (including any additional  options granted upon extension of
the term hereof) shall become immediately exercisable and remain exercisable for
the remaining term of such option.  Any other  payments due or actions  required
under  this  paragraph  shall  be made  within  10 days  of  termination  of the
Agreement (or, in the case of incentive bonus compensation, within ten (10) days
of determination of amounts payable under the applicable bonus plan generally).

          (g)  Termination Following a Change in Control.  In the event of
termination  of  Backus'  employment  hereunder  within  two  years  prior to or
following  a Change in  Control,  for any reason  (including  by Backus for Good
Reason but excluding any termination by InteliData for Cause) in addition to the
rights provided in the Option Agreement and all other rights provided hereunder:

               (i)  InteliData will pay to Backus within ten (10) days of notice
of termination (or, in the case of incentive bonus compensation, within ten (10)
days of  determination  of  amounts  payable  under the  applicable  bonus  plan
generally)  the  undiscounted  remainder of his base salary then in effect,  any
deferred  salary  and/or  bonus  compensation  payable  under this  Agreement or
pursuant to any other plan or  arrangement  of  InteliData  or any  affiliate in
which  Backus is a  participant,  whether or not then  vested or payable and the
Retirement Benefit;

               (ii) InteliData shall pay to Backus an amount equal to the
highest  incentive  bonus  paid to Backus  for any of the three  calendar  years
immediately  preceding  the Change in  Control,  prorated  through  his month of
departure; and

               (iii) Backus shall be entitled to retain at his election the
prepaid mileage balance in his United Airlines Passplus  Account,  provided that
to the extent such balance at the date of termination  exceeds  $25,000,  Backus
shall pay to InteliData an amount equal to such balance in excess of $25,000.

     For  purposes of this  Section 5, a "Change in Control"  shall be deemed to
have occurred if the conditions set forth in any one of the following paragraphs
shall have been satisfied:

               (i)  Any person, or any persons acting together which would
constitute a "group" for purposes of section  13(d) of the  Securities  Exchange
Act of 1934,  together with any affiliate  thereof  shall  beneficially  own (as
defined in Rule 13d-3 under the Securities  Exchange Act of 1934, as amended) at
least 50% of the total  voting  power of all  classes  of  capital  stock of the
Company  entitled to vote generally in the election of directors of the Company;
or

               (ii) Any event or series of events that results in the Directors
on the Board of Directors,  who were  Directors  prior to the event or series of
events,  to cease to  constitute  a majority  of the Board of  Directors  of any
parent of or successor to the Company; or

               (iii) The merger, consolidation or reorganization (a) in which
the Company is the continuing or surviving corporation, (b) in which the Company
is not the  continuing or surviving  corporation,  or ( c) pursuant to which the
Company's  common  stock  would be  converted  into  cash,  securities  or other
property,  except in the case of either (a),  (b), or ( c), a  consolidation  or
merger of the company in which the holders of the Common Stock immediately prior
to the consolidation or merger have, directly or indirectly, at least a majority
of the total  voting  power of all  classes of capital  stock  entitled  to vote
generally  in  the  election  of  directors  of  the   continuing  or  surviving
corporation  immediately after such consolidation or merger in substantially the
same  proportion  as their  ownership  of Common Stock  immediately  before such
transaction ; or

               (iv) The consummation of a tender or exchange offer for shares of
the  Company's  Common Stock  (other than tender or exchange  offers made by the
Company or Company-sponsored employee benefit plans); or

               (v)  The sale or transfer of a majority of the assets of the
Company to another corporation or to any person or entity; or

               (vi) The Board of Directors of InteliData approves a plan of
complete or partial  liquidation  of  InteliData or an agreement for the sale or
disposition by InteliData of a majority of its assets.

     For  purposes of this  Section,  "Person"  shall have the meaning  given in
Section  (3)(a)(9) of the Exchange  Act, as modified and used in Sections  13(d)
and 14(d) thereof; however, a Person shall not include (i) the Company or any of
its  subsidiaries  or  affiliates,  (ii) a trustee  or other  fiduciary  holding
securities  under  an  employee  benefit  plan  of  the  Company  or  any of its
subsidiaries, (iii) an underwriter temporarily holding securities pursuant to an
offering  of  such  securities,   or  (iv)  a  corporation  owned,  directly  or
indirectly,  by the  stockholders  of the  Company  in  substantially  the  same
proportions as their ownership of stock of the Company.

          (h)  Notice of Termination.  Termination of this Agreement by
InteliData or termination of this Agreement by Backus shall be  communicated  by
written  notice  to  the  other  party  hereto,   specifically   indicating  the
termination provision relied upon.

              (i)  In the event that Backus becomes entitled to the payments and
benefits  described in this Section 5 (together with any other benefits to which
Backus is entitled  hereunder  following a termination  entitling  Backus to the
payments and benefits of this Section 5, the  "Severance  Benefits"),  if any of
the  Severance  Benefits  will be subject to any excise tax (the  "Excise  Tax")
imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the
"Code"),  InteliData  shall pay to Backus an  additional  amount (the  "Gross-Up
Payment") such that the net amount  retained by Backus,  after  deduction of any
Excise Tax on the Severance Benefits and any federal, state and local income and
employment  tax and Excise Tax upon the payment  provided for by this Section 5,
shall be equal to the Severance  Benefits.  For purposes of determining  whether
any of the  Severance  Benefits will be subject to the Excise Tax and the amount
of such  Excise  Tax,  (i) any other  payments  or  benefits  received  or to be
received by Backus in connection with a Change in Control or Backus' termination
of  employment  (whether  pursuant to the terms of this  Agreement  or any other
plan, arrangement or agreement with InteliData,  any person whose actions result
in a change in control or any person  affiliated with InteliData or such person)
shall  be  treated  as  "parachute  payments"  within  the  meaning  of  Section
280G(b)(2) of the Code, and all "excess  parachute  payments" within the meaning
of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax,
unless in the  opinion  of tax  counsel  selected  by  InteliData's  independent
auditors and reasonably acceptable to Backus such other payments or benefits (in
whole or in part) do not constitute  parachute payments,  including by reason of
Section  280G(b)(4)(A) of the Code, or such excess parachute  payments (in whole
or in part) represent  reasonable  compensation for services actually  rendered,
within the meaning of Section  280G(b)(4)(B)  of the Code, in excess of the Base
Amount as defined in Section 280G(b)(3) of the Code allocable to such reasonable
compensation, or are otherwise not subject to the Excise Tax, (ii) the amount of
the Severance  Benefits that shall be treated as subject to the Excise Tax shall
be equal to the lesser of (a) the total amount of the Severance  Benefits or (b)
the amount of excess parachute payments within the meaning of Section 280G(b)(1)
of the Code  (after  applying  clause  (i)  above),  and  (iii) the value of all
non-cash  benefits or any deferred  payment or benefit  shall be  determined  by
InteliData's  independent  auditors in accordance with the principles of Section
280G(d)(3) and (4) of the Code.  For purposes of  determining  the amount of the
Gross-Up  Payment,  Backus  shall be deemed to pay federal  income  taxes at the
highest  marginal rate of federal income  taxation in the calendar year in which
the  Gross-Up  Payment  is to be made and state and  local  income  taxes at the
highest  marginal  rate of  taxation in the state and  locality of  InteliData's
residence on the date of  termination,  net of the maximum  reduction in federal
income  taxes  which could be obtained  from  deduction  of such state and local
taxes.  In the event that the Excise Tax is  subsequently  determined to be less
than the amount  taken into  account  hereunder  at the time of  termination  of
Backus' employment,  Backus shall repay to InteliData (without interest), at the
time that the amount of such reduction in Excise Tax is finally determined,  the
portion  of the  Gross-Up  Payment  attributable  to such  reduction  (plus that
portion of the  Gross-Up  Payment  attributable  to the Excise tax and  federal,
state and local income and employment tax imposed on the Gross-Up  Payment being
repaid by Backus to the extent that such  repayment  results in a  reduction  in
Excise Tax and/or  federal,  state or local income or employment tax deduction).
In the event that the Excise Tax is  determined  to exceed the amount taken into
account  hereunder  at  the  time  of  the  termination  of  Backus'  employment
(including  by reason of any payment the  existence or amount of which cannot be
determined  at the  time of the  Gross-Up  Payment),  InteliData  shall  make an
additional  Gross-Up  Payment  in  respect of such  excess  (plus any  interest,
penalties  or  additions  payable by Backus with  respect to such excess) at the
time that the amount of such excess is finally determined. Backus and InteliData
shall  each  reasonably   cooperate  with  the  other  in  connection  with  any
administrative  or judicial  proceedings  concerning  the existence or amount of
liability for Excise Tax with respect to the Severance Benefits.

          (j)  InteliData also shall pay to Backus all legal and accounting fees
and expenses  incurred by Backus as a result of a termination which entitles him
to the  Severance  Benefits  (including  all  such  fees and  expenses,  if any,
incurred in disputing any such  termination,  in seeking in good faith to obtain
or enforce any benefit or right  provided  by this  Agreement  or in any dispute
with any taxing  authority with respect to any Excise Tax).  Such payments shall
be made within five (5) business days after delivery of Backus' written requests
for payment  accompanied  with  evidence of such fees and  expenses  incurred as
InteliData may reasonably require.

          (k)  Company Property.  Upon the termination of Backus' employment
under this agreement, for any reason, Backus shall be entitled to retain, as his
own property, mobile telephones,  notebook and other computers and their related
peripherals, other electronic equipment, furnishings, all equipment manufactured
by InteliData  and used by Backus,  and other  property  issued to Backus in the
course of his employment.

     6.   Beneficiary.  The Beneficiary of any payment to be made in the event
of Backus'  death shall be his wife,  or such other  person or persons as Backus
shall  designate  in writing to  InteliData.  If no  beneficiary  shall  survive
Backus, any such payments shall be made to his estate.

     7.   No Waiver.  The failure of either party at any time to enforce any
provisions of this Agreement or to exercise any remedy,  option, right, power or
privilege  provided for herein, or to require the performance by the other party
of any of the  provisions  hereof,  shall in no way be  deemed a waiver  of such
provision at the same or at any prior or subsequent time.

     8.   Governing Law.  This Agreement is governed by and shall be construed
in accordance with the laws of the  Commonwealth  of Virginia.  Backus agrees to
submit to personal jurisdiction in the Commonwealth of Virginia.

     9.   Validity.  The invalidity or unenforceability of any provision or
provisions  of this  Agreement  shall not be deemed to affect  the  validity  or
enforceability  of any other provision of this Agreement,  which shall remain in
full force and effect.

     10.  Successors.  This  Agreement  shall be binding  upon  InteliData,  its
successors and assigns, including any corporation or other business entity which
may acquire all or  substantially  all of  InteliData's  assets or business,  or
within  which  InteliData  may be  consolidated  or  merged,  or  any  surviving
corporation in a merger involving InteliData.

     11.  Waiver or Modification of Agreement.  No waiver or modification of
this  Agreement  shall be valid  unless in  writing  and duly  executed  by both
parties.

     12.  Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,   each  of  which  together  will  constitute  one  and  the  same
instrument.

     13.  Controlling  Agreement.  In the event of any inconsistency or conflict
between the provisions of this Agreement and any term or provision of the Option
Agreement or Plan, the  provisions of this Agreement  shall govern and supersede
such conflicting or inconsistent provision.  InteliData agrees to cause the Plan
to  be  amended  as  may  be  required  to  eliminate   any  such   conflict  or
inconsistency.

     14.  Noncompetition  Covenants.  Backus agrees that during the term of this
Agreement, and thereafter for a period of two years following termination of his
employment  hereunder  (other than in the event of any termination by InteliData
other than for Cause or by Backus for Good Reason, or termination for any reason
within two years prior to or following a Change in Control,  in which events the
restrictions of this Section 14 shall not apply), he will not, without the prior
written  consent of the Board of Directors as evidenced by a resolution  adopted
by the Board,  directly or  indirectly,  whether as  employee,  partner,  owner,
agent, director,  officer,  consultant or equity holder (except as the holder of
not more than 5% of the outstanding  equity interests at the time of acquisition
of a publicly traded entity, or any successor  thereto),  engage in any business
competitive  with any business in which InteliData or any of its affiliates were
engaged on the date of termination  (a  "Competitive  Business").  The foregoing
shall not prohibit Backus from becoming  affiliated with any person engaged in a
Competitive  Business  provided  that Backus'  affiliation  does not include any
involvement in any capacity with such Competitive Business.

     Backus  acknowledges  that his  violation  of this  Section 14 would  cause
InteliData  and its  affiliates  to  suffer  irreparable  damage,  and  that the
character,  period and scope of the restrictions set forth herein are reasonably
required for the protection of InteliData.  Therefore,  in addition to any other
remedies  available to InteliData under this Agreement or otherwise,  InteliData
shall be entitled to seek  injunctive  relief with  respect to any  violation of
this Section 14 in any court of competent jurisdiction.

     15.  Nondisparagement.   Each  party   hereto   agrees   that  during  the
effectiveness of and following  termination of this Agreement for any reason, it
will not make any  disparaging  statements,  remarks or comments with respect to
the remaining party, whether written or oral.

     IN WITNESS WHEREOF, parties have executed this Agreement as of the date and
year first above written.

                                       InteliData Technologies Corporation


                                       By:/s/ William F. Gorog
                                          --------------------------------------
                                          William F. Gorog
                                          Chairman of the Board



                                       /s/ John C. Backus, Jr.
                                       --------------------------------------
                                       John C. Backus, Jr.
                                       President and
                                       Chief Executive Officer

                                       Address:   9085 Eaton Park Road
                                                  Great Falls, VA  22066