EMPLOYMENT AND NON-COMPETITION AGREEMENT


         THIS  AGREEMENT  is  made  and  entered  into  as of  the  17th day of
December,  1997,  by  and  between  InteliData  Technologies  Corporation,  a
Delaware corporation (the "Company"),  and John W. Hillyard, a Virginia resident
(the "Executive").


                                    RECITALS

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

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


                                   AGREEMENTS

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

1.       EMPLOYMENT OF EXECUTIVE.

         1.1.  DUTIES AND  STATUS.  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;
<PAGE>
provided that each such  directorship  shall be subject to further review by the
Company upon a material change in the business of the subject company.

2.       COMPENSATION AND BENEFITS.

         2.1. ANNUAL BASE SALARY.  The Company shall pay the Executive an annual
base salary as determined  from time to time by the Chief  Executive  Officer of
the Company or the Board of  Directors  of the Company or  designated  committee
thereof ("Annual Base Salary"),  which shall not be less than $135,000 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 December  31,  1999,
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; and
(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 13100 Worldgate Drive, Suite 600, Herndon,  Virginia 20170,
or (iii)  otherwise after ninety (90) days' prior written notice to the Company.
In the event that the Executive  elects to terminate his employment  pursuant to
subsection  (d)(iii),  the  Executive  shall be  entitled  to  receive  only the
payments referred to in Section 3.3(d) hereof. In the event the Executive elects
to  terminate  his  employment  pursuant to  subsection  (d)(i) or (d)(ii),  the
Executive  shall be  entitled  to receive  the  benefits  referred to in Section
3.3(c) hereof.

                  A "Change in Control"  shall be deemed to have occurred if the
conditions  set forth in any one of the  following  paragraphs  shall  have been
satisfied:

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

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

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

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

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

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

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

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

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

                  (c) UPON  TERMINATION  OTHER  THAN FOR CAUSE OR UPON  DEATH OR
TOTAL  DISABILITY.  In the  event  that the  Company  elects  to  terminate  the
employment  of the  Executive  pursuant  to  Section  3.2(c)  or  the  Executive
terminates under Section  3.2(d)(i) or 3.2(d)(ii),  the Company shall pay to the
Executive within 30 (thirty) days of such termination a lump-sum amount equal to
(i) the  Standard  Termination  Payment;  (ii) any bonus earned but not yet paid
under any "Stay Put" bonus  program,  or any other  bonus plan then in effect at
the time of termination;  (iii) 100% of the Annual Base Salary; and (iv) any and
all options granted to the Executive (the "Options") shall be amended to provide
for  continued  vesting  for twelve (12)  months and to be  exercisable  for the
longer of (a) twelve (12) months after the  Termination  Date, or (b) the period
for exercise upon  Termination  as provided in the Option  Agreement.  Provided,
however, no Option shall be extended beyond any Option expiration date or period
established
<PAGE>
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 12 months  following
the date of any termination of employment pursuant to Section 3.2(c).  Executive
shall be relieved from any  obligations  to reimburse the Company for relocation
expenses  pursuant to the Executive  Relocation  Agreement between Executive and
the Company. 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),  the Executive shall have the following  additional  rights: (i) the
Company shall pay an additional  payment of 50% of the Annual Base Salary;  (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;  and (iii) the  Executive  shall have the
right to cause the Company to purchase all or any portion of such Options at the
fair  value  thereof  on  the  date  of   termination,   determined   using  the
Black-Scholes   option   pricing  model  with  the  following   weighted-average
assumptions: dividend yield of 0%; expected volatility equal to the beta for the
Company's  Common  Stock for the  immediately  preceding  twelve  month  period;
expected  life  equal to the  remaining  term of the  Options;  and a  risk-free
interest  rate equal to the "prime rate" as set forth in the Money Rates section
of the Wall Street Journal as of the date of termination.

                  (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.

         3.5 COMPANY PROPERTY. Upon termination,  Executive shall be entitled to
retain as his own property all telephones provided to Executive for his personal
use during his period of employment.
<PAGE>
4. NON-COMPETITION, NON-HIRE, AND NON-DISPARAGEMENT.

         4.1.     SCOPE.

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

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

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

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

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

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

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

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

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

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

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

5.       CONFIDENTIALITY.

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

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

6.       MISCELLANEOUS.

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

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

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

                  To the Executive: John W. Hillyard
                                    7710 Falstaff Road
                                    McLean, VA  22102

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

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

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

         6.4.  SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon and
inure to the benefit of successors  and permitted  assigns of the parties.  This
Agreement  may not be assigned,  nor may  performance  of any duty  hereunder be
delegated, by either party without the prior written consent of the other.
<PAGE>
         6.5. ENTIRE AGREEMENT; AMENDMENTS. This Agreement sets forth the entire
agreement and  understanding  of the parties with respect to the subject  matter
hereof,  and  there are no other  contemporaneous  written  or oral  agreements,
undertakings, promises, warranties, or covenants not specifically referred to or
contained  herein.  This  Agreement  specifically  supersedes  any and all prior
agreements and  understandings of the parties with respect to the subject matter
hereof,  all of which  prior  agreements  and  understands  (if any) are  hereby
terminated  and of no further force and effect.  This  Agreement may be amended,
modified,  or  terminated  only by a written  instrument  signed by the  parties
hereto.

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

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

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


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

                                           INTELIDATA TECHNOLOGIES CORPORATION:


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


                                           EXECUTIVE:


                                           /s/ John W. Hillyard
                                           -------------------------------------
                                           John W. Hillyard