CONSULTING AGREEMENT

                                 by and between

                       INTELIDATA TECHNOLOGIES CORPORATION

                                       and

                                Robert J. Schock

                           Effective as of May 7, 1997

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                              CONSULTING AGREEMENT
                              --------------------

         CONSULTING  AGREEMENT  (this  "Agreement"),  by and between  InteliData
Technologies Corporation,  a Delaware corporation (the "Company"), and Robert J.
Schock (the "Consultant").

                              W I T N E S S E T H:

         The  Company  desires to engage  the  Consultant  to render  consulting
services to it and the Consultant is willing to provide such consulting services
to the Company, on the terms and conditions herein provided.

         In order to effect the foregoing, the parties hereto wish to enter into
a consulting agreement on the terms and conditions set forth below. Accordingly,
in consideration of the premises and the respective  covenants and agreements of
the parties  herein  contained,  and intending to be legally  bound hereby,  the
parties hereto agree as follows:

         1.  Engagement.  The Company  hereby agrees to engage the Consultant to
provide consulting  services to the Company pursuant to the terms and conditions
of this Agreement and the  Consultant  hereby agrees to provide such services to
the Company.

         2.       Term.

                  (a) The term of this  Agreement  shall commence on May 7, 1997
(the "Effective Date"). Simultaneously with the commencement of the term of this
Agreement the Employment  Agreement (the  "Employment  Agreement"),  dated as of
July 1, 1996,  between the Company's  predecessor,  Colonial  Data  Technologies
Corp. and the Consultant shall terminate.  Unless sooner terminated  pursuant to
paragraph (b) of this Section 2, this  Agreement  shall remain in full force and
effect for the period  commencing on the  Effective  Date and ending on June 30,
2000 (the "Termination Date").

                  (b) This Agreement  shall  terminate  prior to the Termination
Date upon the occurrence of any of the following events:

                           (i)      if,  as a result  of the  Consultant's
incapacity due to physical or mental  illness,  the  Consultant  shall have been
unable  to  perform  his  duties  hereunder  for the  entire  period  of six (6)
consecutive  months (herein defined as "Disability")  and the Company shall have
given written notice to the Consultant of the  termination of this Agreement for
Disability;

                           (ii)     the death of Consultant;

                           (iii)    upon  written  notice  of termination by the
non-defaulting  party  following  the material  breach of this  Agreement by the
other party and the failure to cure such
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breach  within  thirty  days after  notice  from the  non-defaulting  party
specifying the nature of the breach; or

                           (iv)     the written agreement of  the  Company  and
Consultant  to  terminate  this Agreement.

                  (c) Upon the  termination of this  Agreement  pursuant to this
Section 2, neither the Company nor the  Consultant  shall have any  liability or
obligation to the other hereunder,  except for (i) the obligation of the Company
to pay the Consultant  any due and payable  consulting fee pursuant to Section 6
for his consulting  services rendered to the Company prior to the termination of
this  Agreement,  (ii) the  obligation  of the  Company  to  reimburse  expenses
incurred  by the  Consultant  pursuant  to  Section 7 and (iii) the  restrictive
covenant obligations of the Consultant pursuant to Section 8, all of which shall
survive such termination.

         3. Consulting  Services.  The Consultant  shall provide such consulting
services  to the Company as may be  reasonably  requested  by it during  regular
business  hours at the  Company's  offices in New Milford,  Connecticut  or such
other  location as the parties may agree,  including,  without  limitation,  the
following:

                           (i)      assistance with litigation relating to  the
Company's consumer telecommunications equipment business;

                           (ii)     services relating to Worldwide Telecom
Partners, Inc.;

                           (iii)    services relating to business  relationships
with telephone operating companies; and

                           (iv)     consumer telecommunications product
management.

         4. Nature of Relationship.  The Consultant shall perform his consulting
services  hereunder in the capacity of an  independent  contractor and not as an
employee  or  agent  of the  Company.  Any  provision  to the  contrary  in this
Agreement  notwithstanding,  the Consultant  shall have no power or authority to
execute or  otherwise  enter into any  agreement  on behalf of, or in any way to
bind, the Company. The Company shall pay no amounts on account of the Consultant
for  purposes of Social  Security,  unemployment  insurance  or federal or state
withholding taxes.

         5.  Benefits.  During the term of this  Agreement,  the  Company  shall
provide Consultant with continued  participation (or equivalent benefits if such
participation is not permitted) in the Company's disability and health insurance
plans  (including  dependent  coverage)  and shall  continue the life  insurance
provided to the  Consultant  as of the  Effective  Date.  The Company  shall not
provide any other  contributions  or benefits for the Consultant  which might be
expected in the context of an employer-employee relationship.

         6. Compensation. The Company shall pay the Consultant an initial fee of
$750,000  upon the  execution  of this  Agreement  and an  annual  fee  equal to
Twenty-Five  Thousand  Dollars
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($25,000) which annual fee shall be payable in equal monthly installments on the
first business day of each month during the term of this Agreement.

         7.  Expenses.  During the term of this  Agreement,  the  Company  shall
reimburse  Consultant  for all expenses  incurred in performing  the  consulting
services to be provided hereunder  including expenses relating to or for travel,
telephone,  mail and similar items.  The Company shall  reimburse the Consultant
for expenses  within thirty (30) days  following the Company's  receipt from the
Consultant of reasonable supporting documentation of such expenses.

         8.       Restrictive Covenants.

                  (a) Reasonable  Covenants.  It is expressly  understood by and
between the Company and the  Consultant  that the  covenants  contained  in this
Section  8 are an  essential  element  of this  Agreement  and  that but for the
agreement by the  Consultant  to comply with these  covenants and thereby not to
diminish  the value of the  organization  and  goodwill  of the  Company  or any
subsidiary of the Company,  including  relations with their employees,  clients,
customers and accounts, the Company would not enter into this Agreement.

                  (b) Noncompetition.  During the term of this Agreement and for
two (2) years after the Termination Date, the Consultant shall not: (i) actively
engage,  anywhere within the geographical areas in which the Company, and/or any
of its  subsidiaries  have  conducted  their  business  operations  or  provided
services  as of the date  hereof or at any time prior to the  Termination  Date,
directly or indirectly,  in any business  conducted by the Company or any of its
subsidiaries;  (ii)  divert  to  any  competitor  of the  Company  or any of its
subsidiaries,  any customer of the Company or any of its subsidiaries;  or (iii)
solicit or encourage  any officer,  employee or consultant of the Company or any
of its  subsidiaries  to leave the employ of or the engagement by the Company or
any of its  subsidiaries  for employment or engagement by or with any competitor
of the Company or any of its subsidiaries.

                           If, at any time, the  provisions of this Section 8(b)
shall be determined to be invalid or  unenforceable  by reason of being vague or
unreasonable as to area, duration or scope of activity,  this Section 8(b) shall
be considered severable and shall become and shall be immediately amended solely
with respect to such area, duration and scope of activity as shall be determined
to be reasonable and enforceable by the court or other body having  jurisdiction
over the matter and the  Consultant  agrees that this Section 8(b) as so amended
shall be valid and binding as though any invalid or unenforceable  provision had
not been included herein. Except as provided in this Section 8 and in Section 3,
nothing in this Agreement shall prevent or restrict the Consultant from engaging
in any business or industry in any capacity.

                  (c) Nondisclosure of Confidential Information.  The Consultant
shall keep confidential any information  regarding this Agreement,  or any other
information  regarding the Company or its subsidiaries which is not available to
the general public,  and/or not generally known outside the Company, to which he
has or shall  have had access at any time  during  the course of his  engagement
with the Company.  Notwithstanding  the foregoing  provisions of this
<PAGE>
Section 8, the  Consultant  may discuss this  Agreement  with the members of his
immediate family and with his personal legal and tax advisors.

                  (d) Public Support and Assistance.  The Consultant agrees that
during  the  term  of  this  Agreement  and  following  any  termination  of his
consulting engagement with the Company hereunder, he shall endorse strategies of
the  Company  and/or its  subsidiaries,  and shall not  disclose  or cause to be
disclosed  any  negative,  adverse or derogatory  comments or  information  of a
substantial nature about the Company or its management,  or about any product or
service provided by the Company, or about the Company's prospects for the future
(including any such comments or information  with respect to subsidiaries of the
Company).  The Company and/or any of its  subsidiaries  may seek the assistance,
cooperation  or testimony of the  Consultant  following any such  termination in
connection  with any  investigation,  litigation  or  proceeding  arising out of
matters  within the knowledge of the Consultant and related to his position as a
consultant  to the  Company,  and in any such  instance,  the  Consultant  shall
provide such assistance,  cooperation or testimony and the Company shall pay the
Consultant's reasonable costs and expenses in connection therewith.

                  (e)  Specific  Performance.  Without  intending  to limit  the
remedies  available to the Company,  the  Consultant  agrees that damages at law
would be an insufficient  remedy to the Company in the event that the Consultant
violates any of the provisions of this Section 8, and that the Company may apply
for and,  upon the requisite  showing,  have  injunctive  relief in any court of
competent  jurisdiction  to  restrain  the  breach  or  threatened  breach of or
otherwise to specifically enforce any of the covenants contained in this Section
8.

         9. Notice. For the purposes of this Agreement, notices, demands and all
other communications provided for herein shall be in writing and shall be deemed
to have been duly given when delivered or (unless otherwise specified) mailed by
United States certified or registered mail,  return receipt  requested,  postage
prepaid, addressed as follows:

                  If to the Consultant:

                           14 Poggy Bay Lane
                           Mystic, Connecticut  06355

                  If to the Company:

                           InteliData Technologies Corporation
                           13100 Worldgate Drive
                           Suite 600
                           Herndon, VA  20170
                           Attention:  President

or to such other address as any party may have furnished to the other in writing
in  accordance  herewith  except  that  notices  of change of  address  shall be
effective only upon receipt.

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         10. Severability.  If any provision of this Agreement (or part thereof)
shall  be  held  to be  invalid  or  unenforceable  under  applicable  law,  the
invalidity  or  unenforceability  thereof  shall  not  affect  the  validity  or
enforceability of the remaining  provisions hereof and each such other provision
(or the remainder of such provision)  shall, to the full extent  consistent with
applicable law, continue in full force and effect.

         11. Books and Records.  The Consultant hereby agrees that all books and
records  relating in any manner to the  business of the  Company,  and all other
files,  books and records and other materials owned by the Company or used by it
in  connection  with  the  conduct  of its  business,  whether  prepared  by the
Consultant or otherwise  coming into the Consultant's  possession,  shall be the
exclusive  property  of the  Company  regardless  of which  party  prepared  the
original material, books or records. All such books, records and other materials
shall  be  returned  immediately  to the  Company  upon the  termination  of the
Consultant's services hereunder.

         12.  Non-Assignability.  Neither the  Consultant  nor the Company shall
have  any  right  to  assign  this  Agreement  or any of  his or its  rights  or
obligations  hereunder  without the prior  written  consent of the other  party,
except  that (i) this  Agreement  shall  inure to the  benefit of and be binding
automatically on any successors and assigns of all or  substantially  all of the
business and/or assets of the Company (whether direct or indirect,  by purchase,
merger,  consolidation or otherwise) and (ii) the Consultant's  right to receive
payments or benefits hereunder may be transferred by will or the laws of descent
and distribution.

         13. Arbitration.  All controversies,  claims or disputes arising out of
or relating to this Agreement,  shall be settled by arbitration  under the rules
of  the  American  Arbitration  Association  then  in  effect  in the  State  of
Connecticut, as the sole and exclusive remedy of either party, and judgment upon
such  award  rendered  by the  arbitrator(s)  may be  entered  in any  court  of
competent jurisdiction.

         14.  Governing  Law. The  validity,  interpretation,  construction  and
performance  of this  Agreement  shall be  governed  by the laws of  Connecticut
without regard to its conflicts of law principles.

         15. Amendments. No provisions of this Agreement may be modified, waived
or  discharged  unless such  waiver,  modification  or discharge is agreed to in
writing  signed by the  Consultant  and such  officer  of the  Company as may be
specifically designated for such purpose by the Board. No waiver by either party
hereto at any time of any breach by the other  party  hereto  of, or  compliance
with, any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or conditions
at  the  same  or  at  any  prior  or   subsequent   time.   No   agreements  or
representations,  oral or  otherwise,  express or implied,  with  respect to the
subject  matter  hereof  have been made by either  party which are not set forth
expressly in this Agreement.

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         16.  Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts,  each of which shall be deemed to be an original  but all of which
together shall constitute one and the same instrument.

         17. Entire Agreement. This Agreement sets forth the entire agreement of
the  parties  hereto in  respect  of the  subject  matter  contained  herein and
supersedes   all   prior   agreements,   promises,   covenants,    arrangements,
communications,  representations or warranties,  whether oral or written, by any
officer, employee or representative of any party hereto.

         IN WITNESS  WHEREOF,  the parties have  executed  this  Agreement to be
effective as of the Effective Date set forth in Section 2(a) hereof.

ATTEST:                              INTELIDATA TECHNOLOGIES CORPORATION



                                        /s/ John C. Backus, Jr.
------------------------------       By ----------------------------------------
                                     Name:  John C. Backus, Jr.
                                     Title: President & Chief Operating Officer


ATTEST:                              CONSULTANT




                                     /s/ Robert J. Schock
------------------------------       ----------------------------------------
                                     Robert J. Schock