EMPLOYMENT AND NON-COMPETITION AGREEMENT

         THIS  AGREEMENT is made and entered into as of the 1st day of November,
2000, by and between InteliData Technologies Corporation, a Delaware corporation
(the "Company"), and William F. Gorog (the "Executive").

                                    RECITALS

         WHEREAS,  the  Board  of  Directors  of the  Company  expects  that the
Executive  will  continue to make  substantial  contributions  to the growth and
prospects of the Company; and

         WHEREAS, the Board of Directors desires to maintain for the Company the
services of the Executive,  and the Executive  desires to remain employed by the
Company, all on the terms and subject to the conditions set forth herein.


                                   AGREEMENTS

         NOW,  THEREFORE,  in consideration  of the mutual  covenants  contained
herein, and for other good and valuable consideration,  the receipt and adequacy
of which are hereby acknowledged, the parties agree as follows:

1.       EMPLOYMENT OF EXECUTIVE.
         -----------------------

         1.1.  Duties and  Status.  The Company  hereby  engages and employs the
Executive for the Employment  Period, as defined in Section 3.1 herein,  and the
Executive  accepts such  employment,  on the terms and subject to the conditions
set forth in this Agreement.  During the Employment  Period, the Executive shall
faithfully  exercise  such  authority  and perform  such duties on behalf of the
Company as are normally  associated  with his title and position as the Chairman
of the Board of  Directors  or such  other  duties or  position  as the Board of
Directors of the Company shall determine.

         1.2.  Time and Effort.  During  the  Employment  Period, the Executive
shall devote his full business time and attention to his duties on behalf of the
Company.  Notwithstanding the foregoing,  the Executive may participate fully in
social,  charitable,  civic  activities and such other  personal  affairs of the
Executive as do not interfere  with  performance  of his duties  hereunder.  The
Executive may serve on the boards of directors of other companies, provided that
such activities do not unreasonably interfere with the performance of and do not
involve a conflict of interest  with his duties or  responsibilities  hereunder.
Each board of directors upon which the Executive serves as of the date hereof is
deemed  to  have  been  approved  by  the  Company;   provided  that  each  such
directorship  shall be subject to further  review by the Company upon a material
change in the business of the subject company.

<PAGE>

2.       COMPENSATION AND BENEFITS.
         -------------------------

         2.1.  Annual Base Salary. The Company shall pay the Executive an annual
base salary as  determined  from time to time by the Board of  Directors  of the
Company or designated committee thereof ("Annual Base Salary"),  which shall not
be less than  $250,000  per year.  The  Executive's  Annual Base Salary shall be
payable in equal  installments in accordance with the practice of the Company in
effect  from time to time for the payment of salaries to officers of the Company
but in no event less frequently than semi-monthly.  The Executive's  performance
shall  be  reviewed  at  least  annually  and he  shall  be  entitled,  but  not
guaranteed,  to receive  such raises as may from time to time be approved by the
Chief  Executive  Officer  or the Board of  Directors  or  designated  committee
thereof.

         2.2.  Expenses. The Company shall pay  or  reimburse the Executive for
all reasonable expenses actually paid or incurred  by the  Executive  during the
Employment  Period in the  performance  of the  Executive's  duties  under  this
Agreement  in  accordance   with  the  Company's   employee   business   expense
reimbursement  policies  in  effect  from  time to time,  but in no  event  less
frequently then monthly.

         2.3.  Bonuses,  Etc.  The  Executive  shall be entitled to receive such
annual  bonus  compensation  in respect of each fiscal year of the Company  (the
"Bonus"),  and to  participate  in such  bonus,  profit-sharing,  stock  option,
incentive, and performance award plans and programs, if any, as may from time to
time be determined by the Board of Directors or designated committee thereof.

         2.4.  Benefits. The Executive  shall  be  entitled  to  receive  such
employee  benefits  including,  without  limitation, any  and  all  pension,
disability, group life, sickness, accident and health  insurance  programs,  as
the Company may provide from time to time to its salaried  employees  generally,
and such other benefits as the Compensation Committee of the Board of Directors
may from time to time establish for the Company's executives.

         2.5.  Vacation.  The  Executive  shall be entitled to paid  vacation
of not less than four weeks per calendar year.

3.       TERM AND TERMINATION.
         --------------------

         3.1.  Employment Period. Subject to Section 3.2 hereof, the Executive's
"Employment  Period"  shall  commence  on the date of this  Agreement  and shall
terminate  on the earlier  of: (i) the close of  business  on October 31,  2002,
provided however,  such period shall automatically renew for subsequent 12-month
periods unless either party provides  written notice of termination to the other
party at least 90 days prior to the date of such termination then in effect;  or
(ii) the death of the Executive.

<PAGE>
         3.2.  Termination of Employment. Each party  shall  have  the  right to
terminate the  Executive's  employment  hereunder  before the Employment  Period
expires to the extent, and only to the extent, permitted by this Section.

               (a) By the Company for Cause. The Company shall have the right
to terminate  the  Executive's  employment  at any time upon delivery of written
notice of  termination  for Cause (as  defined  below) to the  Executive  (which
notice shall specify in reasonable  detail the basis upon which such termination
is made) if the Board of Directors determines that the Executive: (i) has stolen
or embezzled  Company funds or property,  (ii) has been convicted of a felony or
entered a plea of "nolo contendre" which in the reasonable  opinion of the Board
of Directors  brings the Executive into disrepute or is likely to cause material
harm to the  Company's  business,  customer  or  supplier  relations,  financial
condition  or  prospects,  (iii)  has,  after not less than ten (10) days  prior
written  notice  from the Board of  Directors,  willfully  failed to  perform or
persistently neglected (other than by reason of illness or temporary disability,
regardless of whether such temporary  disability is or becomes Total Disability,
or  by  reason  of  approved  vacation  or  leave  of  absence)  any  duties  or
responsibilities  assigned  to the  Executive  or normally  associated  with the
Executive's  position to the  detriment of the Company,  its  reputation  or its
prospects,  (iv) has  demonstrated  insubordination  or the refusal to carry out
directives,  or (v) has  willfully  violated or breached  any  provision of this
Agreement or any law or regulation to the material detriment of the Company, its
reputation  or its  business  (collectively,  "Cause").  In the  event  that the
Executive's  employment is terminated for Cause, the Executive shall be entitled
to receive only the payments referred to in Section 3.3(d) hereof.

               (b) By the Company Upon Total  Disability.  The Company  shall
have the right to terminate  the  Executive's  employment on fourteen (14) days'
prior  written  notice to the Executive if the Board of Directors of the Company
determines that the Executive is unable to perform his duties by reason of Total
Disability,  but any  termination of employment  pursuant to this subsection (b)
shall  obligate the Company to make the payments  referred to in Section  3.3(b)
hereof.  As used  herein,  "Total  Disability"  shall mean the  inability of the
Executive  due to  physical  or mental  illness or injury to perform  his duties
hereunder for any period of 180 consecutive days or 180 days in the aggregate in
any 365-day period.

               (c) By the Company Other Than for Cause or Upon Death or Total
Disability.  The  Company  shall  have the right to  terminate  the  Executive's
employment,  other  than  for  Cause  or upon  the  Executive's  death  or Total
Disability in the Company's sole  discretion,  but any termination of employment
pursuant to this  subsection (c) shall obligate the Company to make the payments
referred to in Section 3.3(c) hereof.

               (d) By the  Executive.  The Executive  shall have the right to
terminate his  employment  hereunder (i) upon the failure of the Company to make
any  required  payment  to the  Executive  hereunder,  which  failure  continues
unremedied  for ten (10) days after the Executive has given the Chief  Executive
Officer  or the  Board of  Directors  written  notice  of such  failure,  or any
material  failure by the  Company to comply with any of the  provisions  of this
Agreement  (other  than a failure to make a  required  payment),  which  failure
continues  unremedied  for fourteen  (14) days after the Executive has given the
Board of Directors written notice of such

<PAGE>

failure,  (ii) upon a Change of Control and (a) a substantial  diminution of the
Executive's  duties or  responsibilities  compared to the Executive's  duties or
responsibilities immediately prior to the change of control, or (b) a relocation
of more than 50 miles from the  Company's  primary  place of  business  at 11600
Sunrise Valley Drive,  Suite 100,  Reston,  VA 20191,  or (iii)  otherwise after
sixty (60) days'  prior  written  notice to the  Company.  In the event that the
Executive  elects to terminate his employment  pursuant to subsection  (d)(iii),
the  Executive  shall be entitled to receive  only the  payments  referred to in
Section  3.3(d)  hereof.  In the event the  Executive  elects to  terminate  his
employment  pursuant to subsection  (d)(i) or (d)(ii),  the  Executive  shall be
entitled to receive the benefits referred to in Section 3.3(c) hereof.

         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 all or  substantially  all of the
assets  of the  Company  to an unaffiliated corporation, 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 all or substantially all of its assets.

<PAGE>

     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.

         3.3.  Compensation  and  Benefits  Following  Termination.   Except  as
specifically provided in this Section, any and all obligations of the Company to
make payments to the Executive  under this Agreement  shall cease as of the date
the  Employment  Period  expires  under  Section  3.1  or as  of  the  date  the
Executive's  employment is terminated under Section 3.2, as the case may be. The
Executive  shall be  entitled to receive  only the  following  compensation  and
benefits following the termination of his employment hereunder:

               (a)  Upon  Death.  In the  event  that the  Employment  Period
terminates  pursuant to Section 3.1(ii) on account of the death of the Executive
(i) the Company shall pay to the Executive's  surviving  spouse or, if none, his
estate, a lump-sum amount equal to the sum of the Executive's  earned and unpaid
salary through the date of his death, any Bonus agreed to by the Company but not
yet paid to the Executive,  additional salary in lieu of Executive's accrued and
unused  vacation,  any  unreimbursed  business  and  entertainment  expenses  in
accordance with the Company's  policies,  and any unreimbursed  employee benefit
expenses that are reimbursable in accordance with the Company's employee benefit
plans  (collectively,  the  "Standard  Termination  Payments"),  and (ii)  death
benefits,  if any, under the Company's  employee  benefit plans shall be paid to
the  Executive's   beneficiaries  as  properly  designated  in  writing  by  the
Executive.

               (b) Upon Termination for Total  Disability.  In the event that
the Company  elects to terminate the  employment  of the  Executive  pursuant to
Section 3.2(b) because of his Total Disability, (i) the Company shall pay to the
Executive a lump-sum amount equal to the Standard  Termination Payment, and (ii)
the Executive shall be entitled to such  disability and other employee  benefits
as may be provided under the terms of the Company's employee benefit plans.

               (c) Upon  Termination  Other  Than for Cause or Upon  Death or
Total  Disability.  In the  event  that the  Company  elects  to  terminate  the
employment  of the  Executive  pursuant  to  Section  3.2(c)  or  the  Executive
terminates under Section  3.2(d)(i) or 3.2(d)(ii),  the Company shall pay to the
Executive within 30 (thirty) days of such termination a lump-sum amount equal to
(i) the  Standard  Termination  Payment;  (ii) any bonus earned but not yet paid
under any bonus  plan then in effect at the time of  termination;  (iii) 100% of
the Annual Base Salary;  and (iv) any and all options  granted to the  Executive
(the  "Options")  shall be amended to provide for  continued  vesting for twelve
(12) months and to be exercisable for the longer of (a) twelve (12) months after
the  Termination  Date,  or (b) the  period for  exercise  upon  Termination  as
provided in the Option Agreement. Provided, however, no Option shall be extended
beyond any  Option  expiration  date or period  established  by the Option  Plan
authorizing  such Option

<PAGE>
grant. The Company shall also be obligated to provide  continued  coverage at no
cost to Executive under the Company's medical,  dental, life insurance and total
disability  benefit  plans or  arrangements  with respect to the Executive for a
period of six (6) months  following  the date of any  termination  of employment
pursuant to Section  3.2(c).  From the date of such notice of Termination  other
than for cause or upon death or Total Disability  through the Termination  Date,
the  Executive  shall  continue to perform the normal  duties of his  employment
hereunder,  and shall be  entitled  to  receive  when due all  compensation  and
benefits  applicable to the  Executive  hereunder.  The Executive  shall have no
obligation  whatsoever  to mitigate any damages,  costs or expenses  suffered or
incurred by the Company with respect to severance  obligations set forth in this
Section  3.3(c),  and no such severance  payments  received or receivable by the
Executive  shall be subject to any reduction,  offset,  rebate or repayment as a
result of any subsequent employment or other business activity by the Executive.
In addition,  for termination  pursuant to Section 3.2(c) subsequent to a Change
of Control or  3.2(d)(ii),  any and all  Options  granted  but not vested to the
Executive shall become  immediately  vested and nonforfeitable and the Executive
shall have the life of the Option to exercise such Options.

               (d) For  Cause  or By the  Executive.  In the  event  that the
Company  terminates the  employment of the Executive  pursuant to Section 3.2(a)
for  Cause or the  Executive  terminates  his  employment  pursuant  to  Section
3.2(d)(iii),  the  Executive  shall be  entitled  to receive an amount  equal to
previously  earned but unpaid salary or bonuses  through the  effective  date of
such  termination,  as well as salary in lieu of accrued  and  unused  vacation,
entertainment  expenses in accordance with Company  policies,  and  reimbursable
employee plan benefits.

         3.4.  Survival of Non-Competition  and Confidentiality  Agreements. Any
provision of this Agreement to the contrary  notwithstanding,  if the employment
of the Executive  hereunder is terminated  for any reason,  the  provisions  and
covenants of Sections 4 and 5 hereof shall nevertheless remain in full force and
effect in accordance with their respective terms.

4.       NON-COMPETITION, NON-HIRE, AND NON-DISPARAGEMENT.
         ------------------------------------------------

         4.1.     Scope.
                  -----

                  (a) The Executive covenants and agrees that during the term of
this  Agreement  and for so long as he remains an  employee  of the  Company and
thereafter  for a period of 12 months  following  termination  of this Agreement
(the  "Non-Competition  Period"),  he will not,  nor will he permit any  person,
firm,  corporation,  partnership  or other  entity that  directly or  indirectly
controls,  is  controlled  by or is under  common  control  with  the  Executive
(collectively, "Affiliate") to, directly or indirectly:

                          (i) solicit for employment any employee of the Company
(and it shall be presumed to be a violation  of this  covenant  if a  subsequent
employer of  Executive  hires an employee of the Company unless Executive can
demonstrate to Company's reasonable satisfaction  that the  Executive  had no
knowledge of or  participation  in the solicitation and hiring of the employee);

<PAGE>

                        (ii) solicit the business of any customer of the Company
with respect to businesses of the type referred to in subsection 4.1(a)(iii)
hereof;

                        (iii) engage in any  business of the type  conducted  as
of  the  date  hereof  by the  Company,  which shall be limited to home banking
software and consumer telecommunications equipment;

                        (iv) engage in any business  substantially  similar to
that of the Company in a geographic area within fifty (50) miles of the Company
headquarters at which the Executive was previously located;

                       (v) make any direct or indirect investment in any person,
firm, corporation, partnership  or other entity  that engages  or  proposes to
engage in the business of the Company; or

                       (vi) make any comments,  whether  written or unwritten,
which  disparage the services and products  provided by the Company or which are
critical of the  performance  or professionalism  of the  officers,  employees,
and Boards of  Directors  of the Company and any affiliated companies.

provided  however,  that this  Section  shall not be  construed  to prohibit the
Executive from owning less than an aggregate of 5% of any class of capital stock
of  any  corporation  that  is  traded  on a  national  securities  exchange  or
inter-dealer quotation system.

                  (b)  A  breach  of  this   provision  will   irreparably   and
continually  damage the Company in an amount which may be difficult to quantify.
Executive  therefore  agrees that in the event he breaches any of the provisions
of Section  4.1(a),  he will pay the  Company  the sum of $50,000 in  liquidated
damages for each occasion of breach.  Executive acknowledges that this amount is
a reasonable  approximation of the damages the Company is likely to incur due to
his breach.

         4.2.  Enforcement  and  Construction.  If in any judicial  proceeding a
court shall  refuse to enforce as written the covenant set forth in Section 4.1,
then such covenant  shall be limited and restricted in scope and duration to the
extent  necessary  to  make  such  covenant,   as  so  limited  and  restricted,
enforceable.  Notwithstanding  the foregoing,  it is the intent and agreement of
the parties that Section 4.1 be given the maximum force, effect, and application
permissible under applicable law.

         4.3.  Limitations.  The restrictions set forth above shall  immediately
terminate  and shall be of no further  force or effect in the event of a default
by the Company in the payment of compensation or benefits to which the Executive
is entitled  hereunder,  which  default is not cured  within ten (10) days after
written notice thereof to the Company.

<PAGE>

5.       CONFIDENTIALITY.
         ----------------

         (a) Except as specifically  authorized by the Company in writing,  from
the date hereof and continuing  forever,  the Executive agrees that he will not,
directly or indirectly,  (i) disclose any  Confidential  Information (as defined
below) to any  person or  entity,  or  otherwise  permit any person or entity to
obtain or disclose any  Confidential  Information,  or (ii) use any Confidential
Information for the Executive's  benefit,  whether  directly or on behalf of any
person or entity.  In the event that the  Executive is requested or required (by
oral question or request for  information or documents in any legal  proceeding,
interrogatory,  subpoena,  civil  investigation  demand or similar  process)  to
disclose  any  Confidential  Information,  he will notify the  Company  within a
reasonable  period of time of the request or requirement so that the Company may
seek an appropriate  protective order or waive compliance with the provisions of
this  Section 5. If, in the  absence of a  protective  order or the receipt of a
waiver  hereunder,  the  Executive,  on the advice of counsel,  is  compelled to
disclose any  Confidential  Information to any tribunal or else stand liable for
contempt,  the  Executive  shall use his  reasonable  efforts to obtain,  at the
request of the Company, an order or other assurance that confidential  treatment
will be accorded to such portion of the Confidential  Information required to be
disclosed as the Company shall designate.

         (b) For purposes hereof, the term "Confidential  Information" means (i)
information concerning trade secrets of the Company; (ii) information concerning
existing or contemplated products, services, technology,  designs, processes and
research or product  developments of the Company;  (iii) information  concerning
business plans, sales or marketing methods, methods of doing business,  customer
lists,  customer  usages and/or  requirements,  or supplier  information  of the
Company;  and (iv) any other  confidential  information  which the  Company  may
reasonably  have the right to  protect  by  patent,  copyright  or by keeping it
secret or confidential.  The term "Confidential  Information" will not, however,
include  information  which  (a) at the  time of  disclosure  or  thereafter  is
generally  available  to and known by the  public  (other  than as a result of a
disclosure  directly  or  indirectly  by the  Executive  in  violation  of  this
Agreement),  (b) at the time of disclosure  was  available on a  nonconfidential
basis from a source  other than the Company,  or (c) was known by the  Executive
prior to receiving  the  Confidential  Information  from the Company or has been
independently  acquired or developed by the Executive  without  violating any of
the Executive's respective obligations under this Agreement.

6.       MISCELLANEOUS.
         --------------

         6.1.  Applicable Law and Venue. This Agreement shall be construed under
and in accordance with the laws of the  Commonwealth  of Virginia  (exclusive of
any  provision  that would  result in the  application  of the laws of any other
state or jurisdiction). Any dispute arising out of this Agreement, if litigated,
shall be  resolved  by the courts of the  Commonwealth  of  Virginia  located in
Fairfax County or in the Federal Court for the Eastern District of Virginia, and
the parties consent to the jurisdiction of such courts.

         6.2.  Headings.  The headings and c aptions set  forth  herein are for
convenience  of reference  only and shall  not  affect  the  construction  or
interpretation hereof.

<PAGE>

         6.3.  Notices. Any notice or other communication  required,  permitted,
or desirable hereunder  shall  be  hand  delivered  (including  delivery by a
commercial  courier service) or sent by United States   registered or certified
mail, postage prepaid, addressed as follows:

                  To the Executive: William F. Gorog
                                    The Marquesa at Bay Colony
                                    8990 Bay Colony Drive, #403
                                     Naples, FL  34108

                  To the Company    InteliData Technologies Corporation
                  or the Board of   1100 Sunrise Valley Drive, Suite 100
                  Directors:        Reston, VA  20191
                  Attention:        Chief Executive Officer


or such other  addresses as shall be  furnished  in writing by the parties.  Any
such notice or  communication  shall be deemed to have been given as of the date
so delivered in person or three business days after so mailed.

         6.4.  Successors  and Assigns.  This  Agreement  shall be binding
upon and  inure to the  benefit of  successors and  permitted  assigns  of the
parties.  This Agreement may not be assigned,  nor may performance of any duty
hereunder be delegated,  by either party without the prior written  consent of
the other.  Provided,  however,  the Company may assign this Agreement to an
Affiliate.

         6.5.  Entire Agreement;  Amendments.  This  Agreement  sets  forth the
entire agreement and understanding  of the parties with respect to the subject
matter hereof,  and  there are no  other  contemporaneous   written  or oral
agreements, undertakings, promises,  warranties,  or  covenants not specifically
referred to or contained  herein. This  Agreement  specifically  supersedes  any
and all prior agreements and  understandings of the parties with respect to the
subject matter hereof,  all of which  prior  agreements  and  understands  (if
any) are  hereby terminated and of no further force and effect.  This  Agreement
may be amended, modified, or terminated only by a written  instrument  signed by
the  parties hereto.

         6.6.  Execution of Counterparts.  This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original and all of which
together  shall  constitute  one and the same  Agreement.  This Agreement may be
delivered  by  facsimile  transmission  of an  originally  executed  copy  to be
followed by immediate delivery of the original of such executed copy.

         6.7.  Severability. If any provision, clause or part of this Agreement,
or the  applications  thereof  under certain  circumstances,  is held invalid or
unenforceable  for  any  reason,  the  remainder  of  this  Agreement,   or  the
application of such provision,  clause or part under other circumstances,  shall
not be affected thereby.

<PAGE>

         6.8.  Incorporation  of  Recitals. The  Recitals  to this  Agreement
are an  integral  part of, and by this reference are hereby incorporated into,
this Agreement.


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

                      INTELIDATA TECHNOLOGIES CORPORATION:



                                            ----------------------------------
                                            Alfred S. Dominick, Jr.
                      President and Chief Executive Officer


                                            EXECUTIVE:



                                            ----------------------------------
                                            William F. Gorog