EMPLOYMENT AND NON-COMPETITION AGREEMENT


         THIS  AGREEMENT  is made  and  entered  into as of the 9th day of June,
1998, by and between InteliData Technologies Corporation, a Delaware corporation
(the "Company"), and Joseph P. Payne, a Maryland resident (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.  This Agreement  replaces the  "Employment and
Non-Competition  Agreement" between the Company and the Executive dated December
23,  1997.  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 Chief  Executive  Officer of the
Telecommunications  Division of the Company, or such other duties or position as
the Chief Executive Officer 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
<PAGE>
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.

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 Chief  Executive  Officer of
the Company or the Board of  Directors  of the Company or  designated  committee
thereof ("Annual Base Salary"),  which shall not be less than $215,000 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 eligible to receive an annual
bonus of up to 75% of his base salary effective at the time as determined by the
Board  of  Directors   (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.

         2.6 PERFORMANCE STOCK OPTIONS.  As of June 9, 1998, the Executive shall
be granted options to purchase  300,000 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"),  at an exercise price of $1.00, as
set forth in the Stock Option Agreement between  InteliData and the Executive of
even date  herewith  (the  "Option  Agreement"),  a copy of which is attached as
Exhibit A hereto.
<PAGE>
                  The  300,000  options  shall  vest five years from the June 9,
1998 date of the grant and shall  expire eight years from the date of the grant.
Provided  however,  the  options are  subject to  accelerated  vesting and shall
become exercisable upon achievement of the following  performance  objectives of
the Company:

                  (a)  100,000  options  shall  vest upon the Small  Office/Home
Office  ("SOHO")  business   achieving  four  consecutive   fiscal  quarters  of
profitability;

                  (b)  100,000  options  shall  vest  upon  the  Company's  SOHO
business recording revenue of $50 million over four consecutive fiscal quarters;
and

                  (c) 20,000 options shall vest upon the Company's closing stock
price  reaching  each  of  the  following  levels  of  appreciation  for  twenty
consecutive trading days:

                           (i)     $2.89;
                           (ii)    $3.47;
                           (iii)   $4.04;
                           (iv)    $4.62; and
                           (v)     $5.20.

                  In the event of a sale of the Company's  SOHO business  during
Executive's  employment,  then a total  of  50,000  of the  300,000  performance
options and 50,000 of the options  previously  granted on August 11, 1997 (which
are  scheduled  to vest  on  March  31,  1999)  shall  vest  immediately  and be
exercisable for one (1) year from the later of the termination  date or the date
of the sale.

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 December 31, 1999,  or
(ii) the death of the Executive.

         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 Chief  Executive  Officer or 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 Chief  Executive  Officer or the Board 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
<PAGE>
the Chief Executive Officer of the Company or 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  or Chief
Executive  Officer 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 failure, (ii) upon a Change of Control
and 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 (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:
<PAGE>
                  (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.

                  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:
<PAGE>
                  (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 "Stay Put" bonus  program,  or any other  bonus plan then in effect at
the time of termination;  (iii) $150,000 subject to the limitations set forth in
Section 3.3(e) below; and (iv) any and all options granted to the Executive (the
"Options")  shall be amended 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 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 one  (1)  year
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
<PAGE>
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.

                  In  the event of  Termination in the event of a liquidation of
the SOHO business,  the benefits due under this Section shall be as set forth in
Section 3.3(f).

                  (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 only 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.

                  (e) SALE OF SOHO  DIVISION.  In the  event of  termination  of
employment as a result of the sale of all or  substantially  all of the business
or assets of the  Company's  SOHO  business,  the  payment  set forth in Section
3.3(c)(iii)  shall equal  $215,000  and shall only be made if the  Executive  is
instrumental in helping bring about the sale, and (i) if the Executive accepts a
position  with the purchaser of the SOHO  business,  or (ii) if no position with
comparable compensation in the Washington, D.C. area is offered to Executive.

                  (f) UPON  TERMINATION  IN THE EVENT OF A  LIQUIDATION.  In the
event that the Company  elects to  terminate  the  employment  of the  Executive
pursuant  to  Section  3.2(c)  in  connection  with a  liquidation  of the  SOHO
business, 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 "Stay Put" bonus  program,  or
any  other  bonus  plan then in  effect  at the time of  termination;  and (iii)
$150,000 if net proceeds from the SOHO  liquidation,  prior to termination,  are
less than  $9,000,000,  or $215,000 if net proceeds  from the SOHO  liquidation,
prior to termination,  are $9,000,000 or greater.  Proceeds will be derived from
the sale of the following:  Plexus, IPS, Landmark, FT 484, new SOHO phones (412,
412ID, 4900, 2900), the 1865, and the Intelifone.  Expected expenses include the
severance payouts, sales commissions, technical support and warranties, contract
termination  fees, and other direct  expenses  associated  with  liquidating the
business.  Write-down of inventory  values will not be considered a liability in
this instance.

         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.

         3.5 COMPANY PROPERTY. Upon termination,  Executive shall be entitled to
retain as his own property all telephones provided to Executive for his personal
use during his period of employment.
<PAGE>
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);

                           (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
<PAGE>
$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.

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
<PAGE>
(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 captions set forth  herein are for
convenience  of  reference  only  and  shall  not  affect  the  construction  or
interpretation hereof.

         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: Joseph P. Payne
                                    5916 Woodacres Drive
                                    Bethesda, MD  20816

                  To the Company    InteliData Technologies Corporation
                  or the Board of   13100 Worldgate Drive, Suite 600
                  Directors:        Herndon, Virginia  20170
                                    Attention: John C. Backus, Jr.

                  With a copy to:   Hunton & Williams
                                    951 E. Byrd Street
                                    Riverfront Plaza - East Tower
                                    Richmond, Virginia 23219
                                    Attention: David M. Carter, Esq.

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.
<PAGE>
         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.

         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:


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


                                     EXECUTIVE:


                                     /s/Joseph P. Payne
                                     -------------------------------------
                                     Joseph P. Payne