[EXECUTION COPY]





                          AGREEMENT AND PLAN OF MERGER


                                     Between


                       EXCALIBUR TECHNOLOGIES CORPORATION,


                             EXCA ACQUISITION CORP.


                                       and


                          INTERPIX SOFTWARE CORPORATION








                             Dated as of May 2, 1997


<PAGE>

                                TABLE OF CONTENTS
                                                                            Page

AGREEMENT AND PLAN OF MERGER...............................................  1

      ARTICLE I............................................................  1
            Section 1.1       The Merger...................................  1
            Section 1.2       Effective Time of the Merger.................  1

      ARTICLE II ..........................................................  1
            Section 2.1  Articles of Incorporation.........................  1
            Section 2.2  By-Laws...........................................  1

      ARTICLE III - CONVERSION OF SHARES AT EFFECTIVE TIME.................  2
            Section 3.1  Conversion of Shares
                  of Interpix Stock........................................  2
            Section 3.2  Recapitalizations.................................  2
            Section 3.3  Closing...........................................  3
            Section 3.4  Exchange of Stock Certificates....................  3
            Section 3.5  Legends on Certificates...........................  3

      ARTICLE IV - REPRESENTATIONS AND WARRANTIES
                     OF EXCALIBUR AND EAC..................................  4
            Section 4.1   Corporate Organization
                  and Good Standing........................................  4
            Section 4.2   Authorization; Binding Agreement.................  4
            Section 4.3   Capitalization of Excalibur......................  4
            Section 4.4   Subsidiaries; Other Transactions.................  5
            Section 4.5   Financial Statements
                  and SEC Reports..........................................  5
            Section 4.6   Absence of Certain Changes.......................  5
            Section 4.7   No Finders, etc..................................  5
            Section 4.8   Consents and Approvals;
                  No Violations............................................  5
            Section 4.9   Litigation.......................................  6
            Section 4.10  Excalibur Common Stock...........................  6
            Section 4.11  Permits and Licenses.............................  6
            Section 4.12  No Misrepresentations............................  6
            Section 4.13  Tax Free Status of Merger........................  6

      ARTICLE V - REPRESENTATIONS AND WARRANTIES OF INTERPIX...............  7
            Section 5.1   Corporate Organization
                  and Good Standing........................................  7
            Section 5.2   Authorization; Binding Agreement.................  7
            Section 5.3   Capitalization of Interpix.......................  7
            Section 5.4   Subsidiaries; Other Transactions.................  8
            Section 5.5   Financial Statements.............................  8
            Section 5.6   Absence of Certain Changes.......................  8
            Section 5.7   No Finders, etc..................................  8
            Section 5.8   Consents and Approvals;
                  No Violations............................................  8
            Section 5.9   Litigation.......................................  9
            Section 5.10  Certain Employment Matters;
                  Labor Relations..........................................  9

                                      (i)
<PAGE>

            Section 5.11  Employee Benefit Plans...........................  9
            Section 5.12  Property; etc....................................  9
            Section 5.13  Vote............................................. 10
            Section 5.14  Tax Returns...................................... 10
            Section 5.15  Intellectual Property............................ 10
            Section 5.16  Contracts; Minutes............................... 12
            Section 5.17  Permits and Licenses............................. 13
            Section 5.18  Real Property, Environmental Matters............. 13
            Section 5.19  No Misrepresentations............................ 13
            Section 5.20  Insurance........................................ 14

      ARTICLE VI - CONDUCT OF BUSINESS PENDING THE MERGER.................. 14
            Section 6.1  Conduct of  Business  by  Interpix  Pending the
                  Merger................................................... 14
            Section 6.2       Conduct of Business by  Excalibur  Pending
                  the Merger   15

      ARTICLE VII - ADDITIONAL AGREEMENTS.................................. 16
            Section 7.1  Access to Information............................. 16
            Section 7.2  Confidentiality................................... 16
            Section 7.3  Shareholders' Approval............................ 17
            Section 7.4  Agreement to Cooperate............................ 17
            Section 7.5  Public Statements................................. 17
            Section 7.6  Employment Agreements............................. 17
            Section 7.7  Registration Rights............................... 17
            Section 7.8  Excalibur Employee Benefit Plans.................. 17

      ARTICLE VIII - CONDITIONS............................................ 18
            Section  8.1  Conditions  to  Each  Party's   Obligation  to
                  Effect the Merger........................................ 18
            Section 8.2  Conditions  to Obligation of Interpix to Effect
                  the Merger............................................... 18
            Section 8.3  Conditions  to  Obligation of Excalibur and EAC
                  to Effect the Merger..................................... 19

      ARTICLE IX - TERMINATION, AMENDMENT AND WAIVER....................... 19
            Section 9.1  Termination....................................... 19
            Section 9.2  Effect of Termination............................. 20
            Section 9.3  Amendment......................................... 20
            Section 9.4  Waiver............................................ 20

      ARTICLE X - GENERAL PROVISIONS....................................... 21
            Section  10.1  Survival of  Representations  and  Warranties
                  and Agreements........................................... 21
            Section 10.2  Material Adverse Effect.......................... 21
            Section 10.3  Additional Disclosures........................... 21
            Section 10.4  Notices.......................................... 21
            Section 10.5  Interpretation................................... 22
            Section 10.6  Miscellaneous.................................... 22
            Section 10.7  Counterparts..................................... 22
            Section 10.8  Parties in Interest.............................. 22
            Section 10.9  Arbitration...................................... 23


                                      (ii)

<PAGE>


                          AGREEMENT AND PLAN OF MERGER

            AGREEMENT  AND  PLAN  OF  MERGER,  dated  as  of  May  ,  1997  (the
"Agreement"),  between and among Excalibur Technologies Corporation,  a Delaware
corporation  ("Excalibur"),  EXCA  Acquisition  Corp.,  a  Delaware  corporation
("EAC"), which is a wholly-owned subsidiary of Excalibur,  and Interpix Software
Corporation, a California corporation ("Interpix").

            WHEREAS,  the Boards of  Directors of  Excalibur,  EAC, and Interpix
have approved the merger of Interpix with and into EAC (the  "Merger")  pursuant
to the terms and conditions set forth in this Agreement.

            NOW,   THEREFORE,   in   consideration   of  the  premises  and  the
representations,  warranties,  covenants and agreements  contained  herein,  the
parties hereto, intending to be legally bound hereby, agree as follows:



                                    ARTICLE I

            Section 1.1 The Merger. Upon the terms and subject to the conditions
of this  Agreement,  at the Effective Time (as defined in Section 1.2 hereof) in
accordance  with the  General  Corporation  Law of the  State of  Delaware  (the
"Delaware  Act"),  Interpix shall be merged with and into EAC in accordance with
this  Agreement  and a  certificate  of  merger in the form  attached  hereto as
Exhibit  1.1 (the  "Certificate  of  Merger"),  and the  separate  existence  of
Interpix shall thereupon  cease.  EAC shall be the surviving  corporation in the
Merger (hereinafter sometimes referred to as the "Surviving Corporation").

            Section 1.2 Effective Time of the Merger. Effective The Merger shall
become  effective  at such  time  (the  "Effective  Time") as a copy of the duly
completed  and  executed  Certificate  of Merger  is filed in the  Office of the
Secretary of State of the State of Delaware.





                                   ARTICLE II

            Section 2.1 Articles of Incorporation. The Articles of Incorporation
of EAC shall be the Articles of Incorporation of the Surviving Corporation after
the Effective Time.

            Section 2.2 By-Laws.  The By-laws of EAC shall be the By-Laws of the
Surviving  Corporation  after the Effective Time until the same shall be altered
or amended.

            Section 2.3  Directors  and  Officers of EAC . The  directors of EAC
immediately  prior to the Effective  Time shall be the initial  directors of the
Surviving Corporation, each to hold office in accordance with the Certificate of
Incorporation and By-Laws of the Surviving Corporation,  and the officers of EAC



<PAGE>


immediately  prior to the  Effective  Time shall be the initial  officers of the
Surviving  Corporation,  in each case until their respective successors are duly
elected or appointed, as the case may be, and qualified.


                                   ARTICLE III
                     CONVERSION OF SHARES AT EFFECTIVE TIME


      Section 3.1  Conversion of Shares of Interpix Stock.

            (a) Each share of Interpix  Common Stock issued and  outstanding  at
the Effective Time, shall, by virtue of the Merger and without any action on the
part of the holder thereof, be converted into the right to receive .06807 shares
of  Excalibur  Common  Stock (the  "Exchange  Ratio").  For the purposes of this
Agreement,  "Interpix Common Stock" shall mean Interpix's Common Stock,  without
par value; and "Excalibur Common Stock" shall mean Excalibur Common Stock, $0.01
par  value  per  share.  The  Excalibur  Common  Stock to be  received  upon the
conversion of Interpix  Common Stock pursuant to the Merger shall be referred to
herein as the "Merger Consideration."

            (b) No  fraction  of a share  of  Excalibur  Common  Stock  shall be
issued.  Each holder of a certificate  or  certificates  representing  shares of
Interpix Common Stock issued and outstanding  immediately prior to the Effective
Time who would otherwise be entitled to receive a fractional  share of Excalibur
Common Stock (after taking into account all shares of Interpix Common Stock then
held by such holder)  shall receive only the whole number of shares of Excalibur
Common Stock into which such holder's  Interpix  Common Stock is converted under
Section 3.1(a) above.

            (c) Upon  surrender  and  exchange of each  outstanding  certificate
theretofore representing shares of Interpix Common Stock, there shall be paid to
the record holders of the certificate or certificates of Excalibur  Common Stock
issued in exchange therefor the amount,  without interest thereon,  of dividends
and other  distributions  declared and paid to shareholders of record subsequent
to the  Effective  Time with  respect to the number of whole shares of Excalibur
Common Stock represented thereby.

            Section  3.2  Recapitalizations.  If  Excalibur  shall,  at any time
before the Effective  Time,  (i) issue a dividend in shares of Excalibur  Common
Stock, (ii) combine the outstanding Excalibur Common Stock into a smaller number
of  shares,  (iii)  subdivide  the  outstanding  Excalibur  Common  Stock,  (iv)
reclassify the Excalibur Common Stock, or (v) otherwise increase or decrease the
total number of shares of issued and  outstanding  capital  stock of  Excalibur,
then, in such event, the Exchange Ratio shall be correspondingly adjusted.


                                       2

<PAGE>

            Section 3.3 Closing. The closing (the "Closing") of the transactions
contemplated by this Agreement  shall take place at the offices of Interpix,  at
10:00 a.m.,  Local Time, on the business day  immediately  following the date on
which the last of the  conditions  set forth in Article VIII hereof is fulfilled
or waived,  or at such  other time and place as  Excalibur  and  Interpix  shall
agree.

            Section 3.4  Exchange of Stock  Certificates.  At the  Closing,  the
Interpix  Stockholders  will surrender to EAC for  cancellation the certificates
theretofore  representing  all of the shares of Interpix Common Stock issued and
outstanding  at the  Effective  Time,  and  EAC  will  deliver  to the  Interpix
Stockholders certificates representing the Merger Consideration which shall have
been converted pursuant to the provisions of Section 3.1(a) and (b) above.

            Section 3.5 Legends on Certificates.  Each certificate  representing
Excalibur  Common Stock issued  pursuant to this Agreement shall bear legends in
the form set forth below.  Excalibur shall issue certificates  without the first
of such legends upon (i)  expiration of the  applicable  holding  period then in
effect  under Rule 144 under the  Securities  Act of 1933,  as amended,  or (ii)
transfer of such shares pursuant to a registration  statement,  whichever occurs
first;  and shall issue  certificates  without the second of such  legends  upon
expiration of the  applicable  period of the Resale  Agreement  which is Exhibit
8.3(c) hereto (the "Resale Agreement").

      TRANSFER OF THE SHARES  REPRESENTED  HEREBY HAS NOT BEEN REGISTERED  UNDER
      THE  SECURITIES ACT OF 1933 OR UNDER ANY SECURITIES OR SIMILAR LAWS OF ANY
      STATE. THE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,  TRANSFERRED
      OR  OTHERWISE  DISPOSED  OF, IN THE  ABSENCE  OF SUCH  REGISTRATION  OR AN
      EXEMPTION  THEREFROM  UNDER SUCH ACT AND LAWS,  OR UNLESS SOLD PURSUANT TO
      RULE 144 OF SUCH ACT.

      TRANSFER OF THE SHARES REPRESENTED HEREBY IS SUBJECT TO A RESALE AGREEMENT
      BETWEEN  EXCALIBUR  TECHNOLOGIES  CORPORATION  AND THE  REGISTERED  HOLDER
      HEREOF,  A COPY OF WHICH  AGREEMENT IS  AVAILABLE  FOR  INSPECTION  AT THE
      PRINCIPAL OFFICE OF SUCH CORPORATION.



                                       3
<PAGE>


                                   ARTICLE IV
              REPRESENTATIONS AND WARRANTIES OF EXCALIBUR AND EAC

            Excalibur and its subsidiaries  represent and warrant to Interpix as
follows:

            Section 4.1 Corporate Organization and Good Standing.  Excalibur and
each of its subsidiaries is a corporation  duly organized,  validly existing and
in  good  standing  under  the  laws  of  their   respective   jurisdiction   of
incorporation,  with all requisite corporate power and authority to own, operate
and  lease  its  properties  and to carry  on its  business  as it is now  being
conducted,  and is qualified or licensed to do business and is in good  standing
in each  jurisdiction in which the ownership or leasing of property by it or the
conduct of its business  requires such  licensing or  qualification,  except for
such  failures to be so  qualified  or licensed  which would not have a Material
Adverse  Effect (as defined in Section  10.2  hereof) on Excalibur or any of its
subsidiaries.

            Section 4.2 Authorization; Binding Agreement. Excalibur and EAC have
all  requisite  corporate  power and  authority  to  execute  and  deliver  this
Agreement and to perform their obligations  hereunder.  The execution,  delivery
and performance of this Agreement by Excalibur and EAC, and the  consummation by
Excalibur  and EAC of the  transactions  contemplated  hereby,  have  been  duly
authorized  by  Excalibur's  Board of Directors and EAC's Board of Directors and
security  holders,  and no other corporate action or proceeding is necessary for
the execution,  delivery and performance of this Agreement by Excalibur and EAC.
This Agreement has been duly and validly executed and delivered by Excalibur and
EAC  and is a  legal,  valid  and  binding  obligation  of  Excalibur  and  EAC,
enforceable  against them in accordance with its terms except as  enforceability
may be limited by bankruptcy, insolvency,  reorganization,  moratorium and other
similar laws relating to or affecting  creditor's rights  generally,  by general
equitable  principles and by any  limitations on enforcement or  indemnification
obligations  in  connection  with the  violation  of laws as may be  required by
public policy.

            Section 4.3  Capitalization  of  Excalibur.  As of the date  hereof,
Excalibur and EAC have the authorized and outstanding capital stock set forth on
Schedule  4.3  Except as  reflected  on  Schedule  4.3 or in the  Excalibur  SEC
Reports,  as defined in Section  4.5,  there are no  outstanding  subscriptions,
options,  warrants,  conversion  rights or other rights or other  agreements  or
commitments  providing  for the  issuance by  Excalibur of any shares of capital
stock of Excalibur or any stock appreciation rights.


                                       4
<PAGE>


            Section 4.4 Subsidiaries; Other Transactions. Except as set forth in
Schedule 4.4 hereof, there are no subsidiaries of Excalibur.  Excalibur owns the
issued and outstanding  securities of such subsidiaries as described in Schedule
4.4 or in the SEC Reports.

            Section  4.5  Financial   Statements  and  SEC  Reports.   Excalibur
heretofore  has  delivered to Interpix  true and  complete  copies of its Annual
Report on Form 10-K for the fiscal  years ended  January 31, 1996 and 1995,  its
Form 10-Q for the  period  ended  October  31,  1996,  and its  proxy  statement
relating  to  its  last  meeting  of its  shareholders  (these  documents  being
hereinafter  referred to as "Excalibur  SEC  Reports").  As of their  respective
dates, the Excalibur SEC Reports (i) complied in all material  respects with the
applicable  requirements of the Securities Act of 1933, as amended  ("Securities
Act") and the Securities  Exchange Act of 1934, as amended  ("Exchange Act"), as
the case may be, and (ii) did not  contain  any untrue  statement  of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements  therein,  in light of the circumstances under which they
were made, not  misleading.  The audited  financial  statements  included in the
Excalibur  SEC Reports  were  prepared in  conformity  with  generally  accepted
accounting  principles  applied on a consistent  basis,  and present  fairly the
consolidated  financial  position,  results  of  operations  and  cash  flows of
Excalibur as of the dates and for the periods indicated.

            Section  4.6  Absence  of Certain  Changes.  At no time prior to the
Effective  Time shall  Excalibur or any of its  subsidiaries  have  suffered any
Material  Adverse  Effect,  or taken,  failed to take or  permitted to exist any
action  that if taken,  not taken or  permitted  to exist after the date of this
Agreement would constitute a breach of any of the covenants set forth herein.

            Section 4.7 No Finders, etc. Neither Excalibur,  EAC, nor any person
on behalf of either of them has  employed  any broker or finder or incurred  any
liability for any financial advisory,  brokerage or finder's fees or commissions
in connection with the transactions contemplated herein.

            Section 4.8   Consents and Approvals; No Violations.

            (a) Except for  applicable  requirements  of the  Exchange  Act, the
Securities  Act, state  securities  laws,  and the filing of the  Certificate of
Merger,   no  filing  or  registration   with,  no  notice  to  and  no  permit,
authorization,  consent  or  approval  of any  public  or  governmental  body or
authority  is  necessary  for  the  consummation  by  Excalibur  and  EAC of the
transactions contemplated by this Agreement.

            (b) The  execution,  delivery and  performance  of this Agreement by
Excalibur  and EAC will not (i)  conflict  with or result  in any  breach of any


                                       5
<PAGE>


provision  of the  Certificate  or  Articles  of  Incorporation  or  By-laws  of
Excalibur or any of its  subsidiaries,  (ii) result in a violation or breach of,
or constitute a default by Excalibur or any of its subsidiaries under any of the
terms of any agreement or other  instrument or obligation to which  Excalibur or
any of its  subsidiaries  is a party or by which  any of them may be  bound,  or
(iii)  violate  any  order,   statute,  rule  or  regulation  of  any  court  or
governmental authority applicable to Excalibur or any of its subsidiaries.

            Section 4.9 Litigation. There is no lawsuit or similar proceeding or
investigation  pending or, to the knowledge of Excalibur,  threatened against or
involving  Excalibur or any of its subsidiaries  which would  individually or in
the  aggregate,  if  adversely  determined,  have a Material  Adverse  Effect on
Excalibur or any of its subsidiaries.

            Section 4.10  Excalibur  Common Stock.  The  Excalibur  Common Stock
which will be issued in accordance  with this Agreement has been duly authorized
and, when issued as contemplated  hereby, will be validly issued, fully paid and
nonassessable.

            Section  4.11  Permits  and  Licenses.  Excalibur  and  each  of its
subsidiaries has acquired and currently holds all permits, licenses, franchises,
authorizations, approvals and other certificates of authority as may be required
for  Excalibur  or its  subsidiaries  to conduct its business and the absence of
which would have a Material  Adverse  Effect on the  business or  operations  of
Excalibur or any of its subsidiaries.

            Section 4.12 No Misrepresentations. No representation or warranty by
Excalibur  or EAC  pursuant to this  Agreement,  contains  or shall  contain any
untrue  statement  of  material  fact or omits or shall omit to state a material
fact.

            Section  4.13  Tax  Free  Status  of  Merger.   Excalibur   and  EAC
acknowledge that the Merger is intended to qualify as a "reorganization"  within
the meaning of Section  368(a)(2)(D)  of the Internal  Revenue Code of 1986,  as
amended  (the  "Code") and that the Merger is intended to be pursuant to a "plan
of  reorganization"  within  the  meaning  of  Section  354(a)(1)  of the  Code.
Excalibur and EAC agree to report the Merger in accordance  with such intent for
United States income tax purposes.  Excalibur  represents that it has and at the
Closing will have no plan or intention to take any action and  covenants to take
no action that would  cause the Merger to fail to qualify as a  "reorganization"
within the meaning of Section 368(a)(2)(D) of the Code.


                                       6
<PAGE>

                                    ARTICLE V
                  REPRESENTATIONS AND WARRANTIES OF INTERPIX

      Interpix represents and warrants to Excalibur and EAC as follows:

            Section 5.1 Corporate Organization and Good Standing.  Interpix is a
corporation duly organized, validly existing and in good standing under the laws
of California,  with all requisite corporate power and authority to own, operate
and  lease  its  properties  and to carry  on its  business  as it is now  being
conducted.  Other  than  California,  there  is no  jurisdiction  in  which  the
ownership or leasing of property by it or the conduct of its  business  requires
such  licensing or  qualification.  Interpix has delivered to Excalibur true and
correct copies of its Articles of Incorporation  and By-laws as in effect on the
date hereof.

            Section  5.2  Authorization;  Binding  Agreement.  Interpix  has all
requisite  corporate  powers and authority to execute and deliver this Agreement
and,  subject to the  requisite  approval  of its  stockholders,  to perform its
obligations hereunder. The execution, delivery and performance of this Agreement
by Interpix,  and the consummation by Interpix of the transactions  contemplated
hereby,  have been duly authorized by Interpix's Board of Directors and no other
corporate  action or  proceeding  on the part of Interpix is  necessary  for the
execution,  delivery  and  performance  of this  Agreement  by Interpix  and the
consummation of the  transactions  contemplated  hereby except for obtaining the
requisite approval of Interpix's shareholders.  This Agreement has been duly and
validly  executed and  delivered  by Interpix and is a legal,  valid and binding
obligation  of Interpix,  enforceable  against it in  accordance  with its terms
except  as   enforceability   may  be   limited   by   bankruptcy,   insolvency,
reorganization,  moratorium  and other  similar  laws  relating to or  affecting
creditors'  rights  generally,  by  general  equitable  principles  and  by  any
limitations or enforcement or indemnification obligations in connection with the
violation of laws as may be required by public policy.

            Section 5.3  Capitalization of Interpix.  As of the date hereof, the
authorized  capital stock of Interpix  consists of 10,000,000 shares of Interpix
Common Stock,  without par value.  As of the date hereof,  there were issued and
outstanding  4,040,000  shares of Interpix Common Stock.  All of the outstanding
shares of Interpix  Common Stock have been duly  authorized and validly  issued,
were not issued in  violation of any  person's  preemptive  rights and are fully
paid and  nonassessable.  There  are no  other  outstanding  options,  warrants,
subscriptions,  conversion  rights or other rights,  agreements  or  commitments
obligating  Interpix to issue any additional shares of capital stock of Interpix
or any other  securities  convertible  into,  exchangeable for or evidencing the
right to subscribe  for or acquire from Interpix any shares of the capital stock


                                       7
<PAGE>


of Interpix,  or any stock  appreciation  rights.  To the  knowledge of Interpix
there are no voting  agreements,  voting  trusts  or other  restrictions  on the
transfer of the shares of the capital  stock of Interpix or limiting  the voting
rights of any such shares, except for customary  restrictions imposed by federal
and state securities laws.

            Section  5.4  Subsidiaries;   Other   Transactions.   There  are  no
subsidiaries  of Interpix.  Interpix does not own,  directly or indirectly,  any
capital stock or other equity  securities of any  corporation or have any direct
or indirect equity or ownership interest in any other business.

   
            Section  5.5  Financial  Statements.  Schedule  5.5  consists of the
Balance  Sheet of Interpix as of December 31, 1996 and a Statement of Net Income
for the 11 month period ended December 31, 1996, as prepared by Kim and Cha (the
"Financial  Statements").  The Financial Statements fairly present the financial
condition  of  Interpix at December  31, 1996 and the results of  operations  of
Interpix for the period then ended. At December 31, 1996,  Interpix did not have
any liabilities or obligations of any kind, including,  to the best knowledge of
Interpix any  contingent  liabilities,  which are not reflected in the Financial
Statements.
    

            Section 5.6 Absence of Certain  Changes.  Since  December  31, 1996,
Interpix  has not and prior to  Closing  shall not have  suffered  any  Material
Adverse Effect or taken, failed to take or permitted to exist any action that if
taken,  not taken or permitted to exist after the date of this  Agreement  would
constitute a breach of any of the covenants set forth herein.

            Section 5.7 No Finders, etc. Neither Interpix, nor any person on its
behalf,  has incurred any  liability for any  financial  advisory,  brokerage or
finder's fee or commissions  in connection  with the  transactions  contemplated
herein.

            Section 5.8   Consents and Approvals; No Violations.

            (a) To the  knowledge of  Interpix,  Interpix is not in violation of
any applicable law, order, rule, regulation,  judgment, order, grant, license or
other governmental  authorization or approval, issued or entered by any court or
governmental  authority  relating  to or  affecting  the  operation,  conduct or
ownership of the property or business of Interpix.

            (b) Except for  applicable  requirements  of the  Exchange  Act, the
Securities Act, state  securities laws, and the filing of Certificate of Merger,
no filing or  registration  with,  no  notice to and no  permit,  authorization,
consent or approval or any public or governmental body or authority is necessary
for the  consummation  by  Interpix  of the  transactions  contemplated  by this
Agreement or to enable  Interpix to continue to conduct its  business  after the
Effective  Time in a  manner  which  is  consistent  with  that in  which  it is
presently conducted.

                                       8
<PAGE>

            (c) Except as set forth in Schedule 5.8(c), the execution,  delivery
and  performance  of this  Agreement by Interpix  will not (i) conflict  with or
result in any breach of any  provisions  of the  Articles  of  Incorporation  or
By-laws of Interpix,  (ii) result in a violation  or breach of, or  constitute a
default by Interpix under any of the terms of any agreement or other  instrument
or obligation  to which  Interpix is a party or by which it or any of its assets
may be bound or (iii)  violate any order,  statute,  rule or  regulation  of any
court or governmental authority applicable to Interpix or any of its assets.

            Section 5.9 Litigation. There is no lawsuit or similar proceeding or
investigation  pending or, to the knowledge of Interpix,  threatened  against or
involving Interpix, or any properties or rights of Interpix.

            Section 5.10 Certain Employment Matters; Labor Relations.  Except as
set forth in Schedule  5.10(a),  there are no written  employment  or consulting
agreements or contracts in effect between  Interpix and any of its employees nor
any oral contracts or understandings of employment or consultation which are not
terminable  upon the giving of notice not to exceed thirty (30) days.  Except as
set forth on Schedule  5.10(b),  Interpix has complied with all applicable laws,
rules and  regulations  relating to the  employment  of labor which could have a
Material  Adverse  Effect on the  business  of  Interpix;  and  Interpix  has no
unaccrued  liability  for any  arrears  of wages or any taxes or  penalties  for
failure to comply  with any of the  foregoing.  Except as set forth in  Schedule
5.10(b),   there  are  no  controversies   pending,   threatened  or  reasonably
anticipated between Interpix and any employee or former employee.

            Section  5.11  Employee  Benefit  Plans.  Interpix has no pension or
profit  sharing  plans,  deferred  compensation,   consultant,  bonus  or  group
insurance contract, or any other incentive, welfare, or employee benefit plan or
agreement  maintained  for the  benefit  of  employees  or former  employees  of
Interpix (for purposes of this Section 5.11, the "Benefit Plans").

            Section  5.12  Property;  etc.  Except  for leased  property  and as
specified in Schedule 5.12, Interpix has good, marketable and insurable title to
all of the property, tangible or intangible, owned or used by it, free and clear
of all encumbrances of any nature. All machinery,  equipment,  tools,  furniture
and fixtures  owned or leased by Interpix are in good  operating  condition  and
repair.  There are no  outstanding  enforcement  actions or notices of violation
issued or threatened by any federal, state, county or municipal authority having
jurisdiction over any such property.


                                       9
<PAGE>

            Section 5.13 Vote. The  affirmative  vote of a majority of the votes
that holders of the outstanding shares of Interpix Common Stock, voting together
as a class,  are entitled to cast is the only vote of the holders of  Interpix's
capital stock  necessary to approve this Agreement and the Certificate of Merger
and the transactions contemplated hereby.

            Section 5.14 Tax Returns. As of the date hereof,  Interpix has filed
all  federal,  state and other tax returns and reports  required to be filed for
all periods on or before the due date (as  extended by any valid  extensions  of
time) and has paid all taxes shown to be due by said  returns.  Interpix has not
been given or been  requested  to give  waivers of any  statutes of  limitations
relating  to the payment of taxes for any taxable  period.  Furthermore,  to the
best knowledge of Interpix,  no fact exists which would  constitute  grounds for
assessment of any further tax liability.

            Section 5.15 Intellectual  Property.  As used herein,  "Intellectual
Property  Rights"  means any and all  rights  existing  from time to time in the
United States or any specified foreign  jurisdiction under patent law, copyright
law, moral rights law,  trade-secret  law,  semiconductor  chip  protection law,
trademark law, unfair competition law, or other similar rights.

   
            (a) Schedule 5.15 sets forth all Intellectual  Property Rights owned
by Interpix,  including  computer  programs,  computer  software and proprietary
information, relating to products, processes therefor, apparatus and maintenance
thereof, research, computer software,  manufacturing techniques,  program files,
flow charts,  drawings,  techniques,  source and  executable  codes,  standards,
specifications,  improvements,  inventions, statistical data, development plans,
technologies,  and manuals (both design and end-user), and all licenses or other
proprietary  rights  associated  with any of the foregoing owned by Interpix and
all  applications  for any of the  foregoing  (together  with all related  trade
secrets and know-how, the "Interpix Intellectual Property Rights"). The Interpix
Intellectual  Property Rights,  together with the  intellectual  property rights
licensed by Interpix  under  agreements  identified  in Schedule  5.15 and other
information in the public domain,  constitute all of the  intellectual  property
necessary to enable Interpix to conduct and to continue to conduct all phases of
its business  (including  products under  development)  in the manner  presently
conducted or contemplated. To the best of its knowledge, Interpix has good title
to all of the Interpix  Intellectual Property Rights set forth in Schedule 5.15,
free and clear of all  liens,  charges,  encumbrances,  licenses  (exclusive  or
nonexclusive) or grants of any other rights of any nature whatsoever,  except as
set forth in Schedule 5.15. To the best of its  knowledge,  each of the Interpix
Intellectual  Property Rights is valid and enforceable,  and the making,  using,
selling,  reproductions in copies thereof, preparation of derivative works based
thereon,  distribution  of copies by sale or other  transfer  of  ownership,  or
otherwise,  and the  licensing  and  sublicensing  of  others,  to do any of the
aforementioned  acts with  regard to any of the  products  or works  under  such
Interpix  Intellectual  Property Rights do not infringe any rights owned or held
by any other person.
    


                                       10
<PAGE>


            (b) To the best of Interpix's knowledge, the conduct of the business
of Interpix  carried on is free from any  infringement of Intellectual  Property
Rights  of  others  and  there  is no  pending,  or to the  best  of  Interpix's
knowledge,  threatened claim against Interpix for any infringement of any of the
foregoing.  Neither  Interpix,  nor to its  knowledge,  any of their  respective
employees or agents,  has  notified any persons or entity that it believes  such
person or entity is  infringing,  or making  any  preparation  to  infringe,  or
contributing to or inducing others to infringe, any of the Interpix Intellectual
Property Rights.

            (c)  Interpix  has taken all  reasonable  measures  to  protect  the
secrecy,  confidentiality  and  value  of its  trade  secrets  and the  Interpix
Intellectual  Property  Rights,  and the same have not been  disclosed to others
except pursuant to reasonable  confidentiality  agreements.  All of the Interpix
Intellectual  Property  Rights  subject to a patent or copyright  are  presently
valid  and  protectable  and  are  not  part  of the  public  knowledge,  nor to
Interpix's  knowledge  have they been used,  divulged  or  appropriated  for the
benefit of any past or present  employees or other persons,  or to the detriment
of Interpix.

            (d) Other than the proceedings and challenges  listed and identified
in Schedule  5.15 hereto,  there is no pending or, to the knowledge of Interpix,
threatened, action, suit or other proceeding before any court, the United States
Patent  Office,  any  foreign  patent  office,  arbitrator  or  federal or state
administrative  agency  involving  Interpix  (i) that in any  manner  draws into
question the  validity or  enforceability  of any of the  Interpix  Intellectual
Property  Rights,  or alleges that the  products,  systems or processes  made or
practiced  by  Interpix   infringe   upon  any  patents,   copyrights  or  other
intellectual  property  rights of others,  (ii) in which  there is a  reasonable
possibility of an adverse decision or decisions which could otherwise prevent or
have a  Materially  Adverse  Effect upon the right of  Interpix to use,  sell or
license the Interpix  Intellectual Property Rights or (iii) in which Interpix or
its agents is or was alleged to have violated any legal restrictions,  including
any competition law, with respect to such Interpix Intellectual Property Rights.

            (e)  Interpix's  use of the  trade  names and  trademarks  listed in
Schedule  5.15,  if any,  has been  continuous,  and such  names have never been
abandoned by Interpix.

            (f) Except as shown on Schedule  5.15 hereto,  Interpix is not aware
of (i) any circumstances that would prevent,  delay or condition the issuance of
a  pending  patent  or a  copyright  application  covering  any of the  Interpix


                                       11
<PAGE>

Intellectual  Property  Rights,  or that would  modify or reduce the coverage of
such patent or copyright as described  in the  application  therefor,  a copy of
which has been  delivered to  Excalibur,  (ii) any prior art with respect to any
pending  or  issued  patent or  copyright  or any of the  Interpix  Intellectual
Property  Rights,  or (iii) any  protest,  objection or challenge to any pending
patent or copyright  application  covering the  Interpix  Intellectual  Property
Rights.

            (g) Interpix has delivered  true and correct  copies of each patent,
copyright registration and applications therefor to Excalibur.

   
            Section  5.16  Contracts;  Minutes.  Schedule  5.16A  sets  forth  a
complete and correct list of the following  contracts,  whether written or oral,
to which Interpix is a party:  (a) mortgages,  debentures,  notes or installment
obligations,  or other  instruments or contracts for the borrowing or lending of
money, including, without limitation, any agreements or arrangements relating to
the  maintenance  of  compensating  balances  or the  availability  of a line of
credit;  (b)  license  or  development  agreements,   sales  agency  agreements,
marketing or distribution  agreements  (including rights licensed to Interpix by
another person);  (c) guarantees of any obligation;  (d) agreements for the sale
of any  properties  or assets of  Interpix  other than sales of  products in the
ordinary course of business; (e) contracts, pursuant to which Interpix is or may
be obligated to make payments, contingent or otherwise, on account of or arising
out of the  acquisition,  prior,  pending or future,  of the  business  or other
assets of another  enterprise;  (f) secrecy or invention  agreements under which
Interpix or, to Interpix's  knowledge,  any of the present officers or employees
of Interpix,  has any obligation;  (g)  requirements  contracts with Interpix as
purchaser  or seller or other  agreements  for the  purchase or sale of goods or
services not terminable  without  liability by Interpix on 30 days' notice;  (h)
agreements  of Interpix  with,  or loans or advances by Interpix to or from,  or
other  obligations  of Interpix to or from any officer or director of  Interpix;
(i)  leases of real or  personal  property  (whether  as lessor or  lessee),  of
Interpix,  involving  rents of more than  $25,000 per year;  (j)  agreements  or
arrangements limiting the freedom of Interpix or, to Interpix's  knowledge,  any
of its present  officers or  employees,  to compete in any line of business with
any person or other entity or in any geographical  area, (k) insurance  policies
(including  fidelity  and surety  bonds)  covering  Interpix  having a currently
unexpired term; (l) joint venture  agreements or partnership,  profit sharing or
other agreements;  (m) agreements  pursuant to which Interpix has indemnified or
shared tax liability with any party;  (n) policies and  procedures  manuals with
respect to the Interpix employees; and (o) contracts,  commitments or agreements
involving an annual commitment of $25,000 or more that are not referred to above
in Section 5.16 or in any other  Schedule to this  Agreement  which relate to or
affect Interpix. Except as provided in Schedule 5.16B hereto, To the best of its
knowledge,  Interpix and its  subsidiaries  are in compliance  with all material
contracts and  agreements to which  Interpix is a party or by which  Interpix is
bound  (regardless  of type of  contract  or annual  sales  volume),  and to the
knowledge  of  Interpix,  no other  party is in  breach  thereof.  Interpix  has
provided to Excalibur and EAC true,  correct and complete  copies of all minutes
and/or consents of all actions taken by the  shareholders and Board of Directors
of Interpix since the date of incorporation of Interpix.
    

                                       12
<PAGE>


            Section  5.17  Permits  and  Licenses.  Interpix  has  acquired  and
currently holds all permits, licenses, franchises, authorization,  approvals and
other  certificates  of authority as may be required for Interpix to conduct its
business  and the absence of which would have a Material  Adverse  Effect on the
business or  operations of Interpix and copies of all such  documents  have been
provided to  Excalibur.  Interpix is in material  compliance  with all the terms
thereof,  and Interpix is not aware of any reason why any such permit,  license,
franchise, authorization,  approval or other certificates of authority could not
be renewed on terms at least as advantageous to Interpix as the current license,
franchise,  authorization,  approval and other certificates of authority held by
Interpix.  Interpix is not aware of any change in any law,  rule or  regulation,
whether or not yet effective,  which is likely to require  Interpix to obtain in
the future any additional  license,  franchise,  authorization,  approval or any
other  certificates  of  authority,  the  absence of which would have a Material
Adverse Effect on the business or operations of Interpix.

            Section 5.18 Real Property, Environmental Matters. Interpix does not
own any real property and is not a party to any  agreement to acquire  ownership
of any real property or any interests in real property other than leases of real
property,  copies of which have been provided to Excalibur.  Except as disclosed
on Schedule 5.18, Interpix has not (either with or without negligence) caused or
permitted the escape,  disposal or release in violation of applicable law of any
biologically active or other hazardous substances,  or materials causing harm in
or on any real  property  occupied  by  Interpix  or  utilized  by  Interpix  in
conducting its business (the "Interpix Premises").

            Section 5.19 No Misrepresentations. No representation or warranty by
Interpix in this Agreement, nor any statement, certificate or schedule furnished
or to be furnished by or on behalf of Interpix pursuant to this Agreement,  when
taken  together  with the  foregoing,  contains  or  shall  contain  any  untrue
statement  of  material  fact or omits or shall omit to state a  material  fact.
Interpix has delivered true and complete copies of all documents  referred to in
this Article V (or in any Schedule delivered by Interpix) to Excalibur or EAC.


                                       13
<PAGE>


            Section  5.20  Insurance.   Interpix  maintains  insurance  for  the
protection of its business,  properties  and assets  against such hazards and in
such  amounts  as is  customary  among  businesses  of a like size and nature as
Interpix.  All such  insurance  is in full force and effect,  and  Interpix  has
neither  received nor given any notice of  termination  or reduction in coverage
thereunder.


                                   ARTICLE VI
                     CONDUCT OF BUSINESS PENDING THE MERGER

            Section 6.1  Conduct of  Business  by  Interpix  Pending the Merger.
Except as otherwise expressly  contemplated hereby, prior to the Effective Time,
Interpix shall:

            (a)  conduct  its  business  in the  ordinary  and  usual  course of
business and consistent with past practice;

            (b) not (i) amend or propose to amend its  charter,  by-laws,  stock
purchase or option agreements,  or other comparable organizational documents; or
(ii) split,  combine or reclassify its outstanding capital stock or declare, set
aside or pay any dividend or distribution  payable in cash,  stock,  property or
otherwise;

            (c) not (i)  authorize  the issuance of, or issue,  sell,  pledge or
dispose of, or agree to issue, sell, pledge or dispose of, any additional shares
of, or any options, warrants or rights of any kind to acquire any shares of, its
capital  stock  or any  securities  convertible  into or  exchangeable  for such
capital stock,  except  issuance of shares of Interpix  Common Stock pursuant to
the exercise of stock options  outstanding on the date hereof; (ii) sell, lease,
dispose of or encumber any material assets or interests  therein;  except in the
ordinary course of business (iii) redeem, purchase, acquire or offer to purchase
or acquire any shares of its capital stock; (iv) borrow additional funds or make
additional  advances as loans;  or (v) enter into any  agreement or  arrangement
with respect to any of the foregoing;

            (d)  use  its  best   efforts  to  preserve   intact  its   business
organization  and goodwill,  keep available the services of its present officers
and key  employees,  and preserve the goodwill and business  relationships  with
suppliers,  distributors,  customers,  and others having business  relationships
with it;

            (e) promptly notify Excalibur of any event having a Material Adverse
Effect on Interpix or any of its subsidiaries;

            (f) not  acquire  any  substantial  part of the  business or capital
stock of any person not a party to this Agreement;

            (g) not initiate,  solicit,  encourage or respond positively to, and
will direct any officer,  director,  employee,  or agent employed or retained by


                                       14
<PAGE>

Interpix  not to  initiate,  solicit,  encourage  or respond  positively  to any
proposal or offer to acquire all or any  substantial  part of the  business  and
properties or capital stock of Interpix or to provide information about Interpix
to any prospective acquirer;

            (h) promptly  notify  Excalibur if it receives any proposal or offer
to acquire all or any substantial part of the business and properties or capital
stock of Interpix;

            (i) not  enter  into or  amend  any  employment,  severance,  bonus,
special pay  arrangement  with respect to  termination  of  employment  or other
similar arrangements or agreements with any directors or officers;

            (j) not adopt, enter into or amend any bonus sharing,  compensation,
stock  option,  pension,   retirement,   deferred  compensation,   health  care,
employment or other employee benefit plan, agreement, trust, fund or arrangement
for the benefit or welfare of any  employee  or  retiree,  except as required to
comply with changes in applicable law occurring after the date hereof;

            (k) not  transfer  or license  to any person or entity or  otherwise
extend, amend or modify any rights to the Interpix  Intellectual Property Rights
other than in the ordinary course of business;

            (l) not to initiate  any lawsuit or similar  proceeding,  except for
the routine collection of invoices;

            (m) not to make, or commit to make, any  expenditures,  individually
or in the aggregate, in excess of $25,000.

   
            (n) not take or agree to take any action which would or which,  with
the passage of time,  would make any  representation  or warranty  contained  in
Article V untrue or  incorrect  in any  material  respect as of the time of the
Closing.
    

            Section 6.2 Conduct of  Business  by  Excalibur  Pending the Merger.
Except as otherwise expressly  contemplated hereby, prior to the Effective Time,
Excalibur and each of its subsidiaries shall:

            (a) conduct  its  businesses  in the  ordinary  and usual  course of
business and consistent with past practice;

            (b)  use  its  best   efforts  to  preserve   intact  its   business
organization  and goodwill,  keep available the services of its present officers
and key  employees,  and preserve the goodwill and business  relationships  with
suppliers,  distributors,  customers,  and others having business  relationships
with it, to the  extent  that such  relationships  are  deemed to be in the best
interest of Excalibur or its subsidiaries;

                                       15
<PAGE>

            (c) promptly notify Interpix of any event having a Material  Adverse
Effect on Excalibur or its subsidiaries;

            (d) not take or agree to take any action which would or which,  with
the passage of time,  would make any  representation  or warranty  contained  in
Article IV untrue or  incorrect  in any  material  respect as of the time of the
Closing.


                                   ARTICLE VII
                              ADDITIONAL AGREEMENTS

            Section 7.1 Access to  Information.  (a)  Interpix  shall  afford to
Excalibur and its accountants,  counsel,  and other  representatives  reasonable
access during normal  business hours and upon reasonable  notice  throughout the
period prior to the Effective  Time such  information  concerning  its business,
properties  and personnel as Excalibur may  reasonably  request.  Interpix shall
promptly  advise  Excalibur in writing of any change or  occurrence of any event
after the date of this agreement having, or which,  insofar as can reasonably be
foreseen, in the future may have, a Material Adverse Effect on Interpix.

            (b) Excalibur and its subsidiaries  shall afford to Interpix and its
accountants,  counsel and other representatives  reasonable access during normal
business  hours and upon  reasonable  notice  throughout the period prior to the
Effective  Time  such  information   concerning  their  respective   businesses,
properties and personnel as Interpix may reasonably  request.  Excalibur and its
subsidiaries  shall  promptly  advise  Interpix  in  writing  of any  change  or
occurrence  of any event  after  the date of this  Agreement  having,  or which,
insofar as can  reasonably  be  foreseen,  in the  future  may have,  a Material
Adverse Effect on Excalibur.

            Section 7.2 Confidentiality.  Each of Excalibur and its subsidiaries
and Interpix  acknowledges  that it has had access to  confidential  information
relating to the others' business,  and hereby covenants and agrees that it shall
not  directly  or  indirectly  use it for its own behalf or divulge to any third
party any  confidential  information  or trade  secrets  of the  other.  As used
herein, confidential information shall consist of all information,  knowledge or
data  furnished  pursuant  to this  Article  VII or  otherwise,  relating to the
business of either party (including without limitation the Interpix Intellectual
Property Rights,  and all other information  relating to inventions,  production
methods,  customer and prospective  customer lists,  prices and trade practices)
which is not in the public domain or otherwise published or publicly available.


                                       16
<PAGE>


            Section 7.3 Shareholders' Approval. Concurrent with the execution of
this  Agreement,  all of the  shareholders  of  Interpix  shall have  executed a
consent, approving this Agreement and the transactions contemplated hereby.

            Section 7.4 Agreement to Cooperate. Each of the parties hereto shall
use reasonable efforts to do all things necessary,  proper or advisable to cause
all of the  conditions  herein to Closing to be satisfied and to consummate  and
make effective the transactions contemplated by this Agreement.

            Section 7.5 Public  Statements.  The parties shall consult with each
other prior to issuing any public announcement or statement with respect to this
Agreement or the transactions  contemplated  hereby and shall not issue any such
public  announcement or statement prior to such  consultation,  except as may be
required by law.

            Section 7.6 Employment Agreements.  At the Closing,  Excalibur shall
enter into  employment  and  confidentiality  agreements  with the  employees of
Interpix listed on Schedule 7.6 hereto in the forms set forth in Exhibit 7.6.

            Section 7.7  Registration Rights.

            (a)  Excalibur  shall  prepare  and  file  with the  Securities  and
Exchange  Commission  ("SEC") and use its  reasonable  best  efforts to cause to
become effective registration statements covering the shares of Excalibur Common
Stock to be issued  pursuant to this  Agreement  in  accordance  with a schedule
approved by the Board of Directors of Excalibur  that shall be  consistent  with
the terms of the  Resale  Agreement.  Registration  of the Common  Stock  issued
pursuant to this Agreement shall be according to the  Registration  Schedule and
shall commence twelve (12) months after the date of Closing.  The parties hereto
acknowledge that in accordance with Rule 144 under the Securities Act, Excalibur
Common Stock issued  pursuant to this Agreement  should,  as a matter of law, be
eligible for public sale without the  requirement of  registration  with the SEC
after one year from issuance.

            Section 7.8 Excalibur  Employee  Benefit Plans.  After the Effective
Time, all Excalibur  employees who had formerly been employees of Interpix shall
be entitled to all of the employee  benefit  plans and  agreements  presently or
hereafter maintained or adopted for the benefit of Excalibur employees,  and for
purposes  thereof,  each such former  Interpix  employee shall be deemed to have
been employed by Excalibur  beginning on the date that he or she became employed
by Interpix.



                                       17
<PAGE>


                                  ARTICLE VIII
                                   CONDITIONS

            Section 8.1  Conditions  to Each  Party's  Obligation  to Effect the
Merger.  The respective  obligations of each party to effect the Merger shall be
subject to the  fulfillment  at or prior to the Effective  Time of the following
conditions:

            (a) This Agreement and the  transactions  contemplated  hereby shall
have been  approved and adopted by the  requisite  vote of the  shareholders  of
Interpix, under applicable law, as herein provided;

            (b) No order or decree by any federal or state  court which  affects
the Merger shall have been issued and effective as of the Effective Time;

            (c) All governmental  consents and approvals required by law for the
consummation  of the  Merger  shall have been  obtained  and be in effect at the
Effective Time.

            Section  8.2  Conditions  to  Obligation  of  Interpix to Effect the
Merger.  The obligation of Interpix to effect the Merger shall be subject to the
fulfillment  at or  prior  to the  Effective  Time of the  following  additional
conditions:

            (a) Each of  Excalibur  or EAC shall have  performed in all material
respects its agreements  contained in this Agreement required to be performed by
it at or prior to the Effective Time and the  representations  and warranties of
Excalibur and EAC contained in this  Agreement  shall be true and correct in all
material  respects as of the Effective  Time, and Interpix shall have received a
certificate  of the Chief  Executive  Officer  and Chief  Financial  Officer  of
Excalibur to that effect;

            (b) Interpix  shall have  received an opinion  addressed to Interpix
from  Werbel &  Carnelutti,  counsel  to  Excalibur  dated the  Effective  Time,
substantially in the form set forth in Exhibit 8.2(b) hereto;

            (c) Since the date hereof, no event having a Material Adverse Effect
on Excalibur or any of its subsidiaries shall have occurred;

            (d) Excalibur  and EAC shall  deliver to Interpix such  certificates
and other documents as Interpix shall reasonably request;

            (e)  Excalibur  shall  enter  into  employment  and  confidentiality
agreements  with the employees of Interpix  listed on Schedule 7.6 hereto in the
forms set forth in Exhibit 7.6.


                                       18
<PAGE>

            Section 8.3  Conditions to Obligation of Excalibur and EAC to Effect
the Merger.  The  obligation  of Excalibur and EAC to effect the Merger shall be
subject to the fulfillment or written waiver by Excalibur and EAC at or prior to
the Effective Time of the additional following conditions:

            (a)  Interpix  shall have  performed  in all  material  respects its
agreements  contained  in this  Agreement  required to be  performed by it at or
prior to the Effective Time and the  representations  and warranties of Interpix
contained in this Agreement  shall be true and correct in all material  respects
as of the Effective Time, and Excalibur shall have received a Certificate of the
Chief Executive Officer and Chief Financial Officer of Interpix to that effect;

            (b)  Excalibur  shall have  received an opinion  from Brian  Fraser,
counsel to Interpix,  dated the Effective  Time,  substantially  in the form set
forth in Exhibit 8.3(b) hereto;

            (c) Each of the  shareholders  of  Interpix  shall enter into Resale
Agreements with the Company in the form of Exhibit 8.3(c) hereof;

            (d) Since the date hereof, no event having a Material Adverse Effect
on Interpix or any of its subsidiaries shall have occurred; and

            (e) Interpix  shall deliver to Excalibur  and EAC such  certificates
and other documents as Excalibur and EAC shall reasonably request.

                                   ARTICLE IX
                        TERMINATION, AMENDMENT AND WAIVER

            Section 9.1  Termination.  This  Agreement may be terminated and the
Merger  contemplated  hereby may be abandoned at any time prior to the Effective
Time, whether before or after approval by the shareholders of Interpix.

            (a)   by mutual consent of Excalibur and Interpix; or

            (b) by  either  Excalibur  or  Interpix  if any  court of  competent
jurisdiction  in the  United  States or any State  shall  have  issued an order,
judgment  or decree  (other  than a temporary  restraining  order)  restraining,
enjoining or otherwise prohibiting the Merger; or

            (c) by Excalibur or EAC (i) if there has been (A) a material  breach
of any covenant or agreement  herein on the part of Interpix  which has not been
cured within 15 business days following receipt of notice of such breach, or (B)
any material  representation  or warranty of Interpix or any of its subsidiaries
herein  is  untrue  or  misleading  in any  substantial  respect,  or  (ii) if a
condition to Excalibur's or EAC's obligation to close the Merger as set forth in
Sections 8.1 or 8.3 is not satisfied or waived by Excalibur or EAC in writing on
or before May 9, 1997; or


                                       19
<PAGE>


            (d) by Interpix  (i) if there has been (A) a material  breach of any
covenant or agreement herein on the part of Excalibur or any of its subsidiaries
which has not been cured within 15 business days following  receipt of notice of
such breach or (B) any material  representation  or warranty of Excalibur or any
of its subsidiaries  herein is untrue or misleading in any substantial  respect,
or (ii) if a condition to Interpix's obligation to close the Merger as set forth
in Sections  8.1 or 8.2 is not  satisfied or waived by Interpix in writing on or
before May 9, 1997.

            Section 9.2 Effect of  Termination.  In the event of  termination of
this Agreement by either Excalibur or Interpix, as provided in Section 9.1, this
Agreement  shall  forthwith  become void, and there shall be no liability on the
part of either Interpix or Excalibur or their respective  officers or directors,
provided  that  nothing  in this  Section  9.2 shall  relieve  any party to this
Agreement  from  liability for its material  breach of any covenant or agreement
hereunder,  or any material  breach of any  representation  or warranty known to
such party to be untrue at the time it is made or that was not otherwise made by
such party in good faith.  Upon any termination of this  agreement,  the parties
shall return to the other, or destroy,  all  confidential  information  received
from the  other  and shall  confirm  in  writing  to the  other  such  return or
destruction.

            Section 9.3 Amendment.  This Agreement may be amended by the parties
hereto,  at any time  before or after  approval  hereof by the  shareholders  of
Interpix  and  before  the  Effective  Time  but,  after any such  approval,  no
amendment  that  materially   adversely  affects  the  rights  of  the  Interpix
shareholders  or the Merger  Consideration  to be received by them shall be made
without the further  approval of such  shareholders.  This  Agreement may not be
amended  except  by an  instrument  in  writing  signed on behalf of each of the
parties hereto.

            Section 9.4 Waiver.  At any time prior to the  Effective  Time,  the
parties  hereto  may (a)  extend  the  time  for the  performance  of any of the
obligations  or  other  acts  of  the  other  parties  hereto,   (b)  waive  any
inaccuracies in the  representations  and warranties  contained herein or in any
document  delivered  pursuant  hereto and (c) waive  compliance  with any of the
agreements or conditions  contained herein;  provided,  however,  that waiver of
compliance with any agreements or conditions herein shall not limit the parties'
obligations  to comply  with all other  agreements  or  conditions  herein.  Any
agreement on the part of a party hereto to any such extension or waiver shall be
valid only if set forth in an  instrument  in  writing  signed on behalf of such
party.


                                       20

<PAGE>

                                    ARTICLE X
                               GENERAL PROVISIONS

            Section  10.1  Survival  of   Representations   and  Warranties  and
Agreements.  All  representations,  warranties  and agreements in this Agreement
shall expire as of the Effective Time.

            Section  10.2  Material   Adverse  Effect.   For  purposes  of  this
Agreement, "Material Adverse Effect" shall mean any materially adverse change in
or  effect  on  the  business,  operations,   properties,  assets,  liabilities,
financial  condition,  results of  operations  or  prospects  of a party to this
Agreement and its subsidiaries taken as a whole.

            Section 10.3 Additional Disclosures.  From time to time prior to the
Effective Time, each party hereto shall promptly provide written  disclosures to
the  other  with  respect  to any  matter  which is  necessary  to  correct  any
information  contained in any  representation or warranty of such party that has
been rendered inaccurate thereby.  Notwithstanding the foregoing, any additional
disclosure  shall not be deemed to modify any  representation  or  warranty  set
forth herein,  provided that if the Merger does occur, such  representations and
warranties,  without any further action by any of the parties  hereto,  shall be
deemed amended as of the date of this Agreement to include such disclosure,  and
no breach of warranty or  representation  shall be deemed to have  occurred as a
result of such disclosure or discovery.
                  Section  10.4  Notices.  All notices and other  communications
hereunder shall be in writing and shall be deemed given if delivered  personally
or mailed by registered or certified mail (return receipt  requested) or sent by
a private  delivery  service  such as  Federal  Express,  to the  parties at the
following  addresses (or at such other address for a party as shall be specified
by like notice):

      (a)   If to Excalibur, to:

                  Excalibur Technologies Corporation
                  1921 Gallows Road, Suite 200
                  Vienna, VA  22182
                  Attn.:  Patrick C. Condo, President

            with a copy to:

                  Werbel & Carnelutti
                  711 Fifth Avenue
                  New York, NY  10022
                  Attn.:  Robert H. Werbel, Esq.


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<PAGE>


            (b)   If to Interpix, to:

                  Interpix Software Corporation
                  4675 Stevens Creek Boulevard
                  Santa Clara, CA  95051
                  Attn.:  Alex Ho, President

            with a copy to:

                  Brian Fraser, Attorney-at-Law
                  6114 LaSalle Avenue, Suite 646
                  Oakland, CA  94611


            Section  10.5   Interpretation.   The  headings  contained  in  this
Agreement  are for  reference  purposes only and shall not affect in any way the
meaning or interpretation  of this Agreement.  Disclosure of any fact or item in
any  disclosure  schedule  hereto  referenced  by a  particular  section in this
Agreement  shall,  should the  existence  of the fact or item or its contents be
relevant to any other  section,  be deemed to be disclosed  with respect to that
other section whether or not an explicit cross reference appears.

            Section 10.6 Miscellaneous.  This Agreement (including the documents
and instruments  referred to herein) (a)  constitutes  the entire  agreement and
supersedes all other prior agreements and understandings, both written and oral,
among the parties or any of them, with respect to the subject matter hereof; (b)
is not  intended  to  confer  upon any  third  party  other  than  the  Interpix
stockholders,  to the extent specified herein, any rights or remedies hereunder;
(c) shall not be assigned by  operation  of law or  otherwise;  and (d) shall be
governed in all respects, including validity,  interpretation and effect, by the
laws of the State of Delaware  (without giving effect to the provisions  thereof
relating  to  conflicts  of law).  The  invalidity  or  unenforceability  of any
provision of this Agreement shall not affect the validity or  enforceability  of
any other  provision  of this  Agreement,  which shall  remain in full force and
effect.

            Section 10.7 Counterparts.  This Agreement may be executed in two or
more counterparts,  each of which shall be deemed to be an original,  but all of
which shall constitute one and the same agreement. Facsimile signatures shall be
binding on all parties upon delivery thereof.

            Section 10.8 Parties in Interest.  This  Agreement  shall be binding
upon and inure  solely to the  benefit  of each party  hereto  and the  Interpix
stockholders,  to the extent  specified  herein,  and nothing in this Agreement,
express or implied,  is  intended to confer upon any other  person any rights or
remedies of any nature whatsoever under this Agreement.


                                       22
<PAGE>

            Section  10.9  Arbitration.  Except for any claim or  dispute  which
gives rise or could give rise to  equitable  relief  under this  Agreement,  any
disagreement,  dispute or  controversy  arising  under this  Agreement  shall be
settled  exclusively  and  finally  by  arbitration.  The  arbitration  shall be
conducted in accordance  with the Commercial  Arbitration  Rules of the American
Arbitration  Association (the "AAA Rules") in Santa Clara County,  California or
in such  other  city as the  parties  to the  dispute  may  designate  by mutual
consent.  The arbitration  tribunal shall consist of three  arbitrators (or such
lesser  number as may be agreed upon by the parties)  selected  according to the
procedure set forth in the AAA Rules in effect on the date hereof.  The chairman
of the  arbitration  tribunal  shall be appointed  by the  American  Arbitration
Association from among the three arbitrators so selected.  The fees and expenses
of the arbitration  tribunal  incurred in connection with such arbitration shall
be  borne  equally  by  the  parties  to the  arbitration  or  otherwise  as the
arbitrators may determine.

            IN WITNESS  WHEREOF,  each of the parties  hereto have executed this
agreement on the date first above written.


                              EXCALIBUR TECHNOLOGIES CORPORATION


                              By:   /s/Gordon Short
                                    ---------------------
                                    Name:   Gordon Short
                                    Title:  Vice President


                             EXCA ACQUISITION CORP.


                              By:   /s/Gordon Short
                                    ---------------------
                                    Name:   Gordon Short
                                    Title:  Vice President


                              INTERPIX SOFTWARE CORPORATION


                              By:   /s/David Steele
                                    ---------------------
                                    Name:   David Steele
                                    Title:  CEO
92198



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<PAGE>


                                    SCHEDULES
                                       TO
                          AGREEMENT AND PLAN OF MERGER
                                      AMONG
                       EXCALIBUR TECHNOLOGIES CORPORATION,
                             EXCA ACQUISITION CORP.
                                       AND
                          INTERPIX SOFTWARE CORPORATION


Schedule 4.3            Capitalization of Excalibur
Schedule 4.4            Subsidiaries of Excalibur
Schedule 5.5            Financial Statements of Interpix
Schedule 5.8(c)         Requisite Consents
Schedule 5.10(a)        Interpix Employment and Consulting Agreements
Schedule 5.10(b)        Certain Interpix Employment Matters
Schedule 5.12           Interpix Exceptions to Title to Property
Schedule 5.15           Intellectual Property of Interpix
Schedule 5.16A          Interpix Contracts
Schedule 5.16B          Interpix Non-Compliance with Contracts
Schedule 5.18           Interpix Environmental Matters
Schedule 7.6            Interpix Employees Executing Employment Agreements

92198



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