EMPLOYMENT AND NON-COMPETITION AGREEMENT

     THIS AGREEMENT is made and entered into as of the 8th day of April 2002, by
and between InteliData  Technologies  Corporation,  a Delaware  corporation (the
"Company"), and John R. Polchin (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 Vice
President  and Chief  Financial  Officer 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 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  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 $200,000
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 April 8, 2004,
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 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 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
<PAGE>

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) 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)   A ny 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

<PAGE>
                        (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:

                (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

<page>

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
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:

<page>
                        (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 $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.

<PAGE>
        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 (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
<page>

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:



                  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.

<page>

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


                                           EXECUTIVE:


                                           /s/ John R. Polchin
                                           ----------------------------------
                                           John R. Polchin