Execution Copy

                       InteliData Technologies Corporation
                               1996 INCENTIVE PLAN

                             STOCK OPTION AGREEMENT

              THIS AGREEMENT is made as of the 24th day of February, 1998 by and
between  InteliData  Technologies  Corporation,   a  Delaware  corporation  (the
"Company"), and John C. Backus, Jr. ("Optionee").

                                   WITNESSETH:

RECITALS

A. On August 11, 1997 (the "Grant  Date"),  Optionee was granted an Option under
the  InteliData  Technologies  Corporation  1996  Incentive Plan (the "Plan") to
purchase shares of the Company's common stock.

B. On February 24, 1998, the  Compensation  Committee of the Company's  Board of
Directors agreed to amend the terms of the Option.

C. Optionee and the Company wish to amend the agreement evidencing the Option by
this Agreement.

D. The Option granted to Optionee,  and as amended herein, is not intended to be
an incentive stock option under Section 422 of the Internal Revenue Code.

         NOW, THEREFORE, it is hereby agreed as follows:

         1. Grant of Option.  Subject to the terms and  conditions  set forth in
this  Agreement and the Plan, the Company  granted to Optionee,  as of the Grant
Date,  a  Nonqualified  Stock  Option (the  "Option")  to purchase up to 175,000
shares of the  Company's  common stock,  $0.001 par value (the "Option  Shares")
from time to time  during the term of the Option at an  exercise  price of $3.00
per  share.  The  Company  acknowledges  and  agrees  that in the  event  of any
split-off,  spin-off or similar corporation reorganization pursuant to which any
division, business or assets of the Company are distributed to its shareholders,
the number of Option Shares covered hereby shall be adjusted in accordance  with
Article X of the Plan.

         2.  Option  Term.  The Option  will  expire at the close of business on
August 11, 2007 (the "Expiration Date"),  unless sooner terminated in accordance
with the provisions of this Agreement or the Plan.

         3. Option Nontransferable. The Option is not transferable or assignable
by  Optionee  other  than by will or by the  laws of  descent  and  distribution
provided  that Optionee may transfer
<PAGE>
the  Option  in whole or in part  from time to time,  for no  consideration,  to
Optionee's children,  grandchildren,  spouse, one or more trusts for the benefit
of such family members or one or more  partnerships in which such family members
are the  only  partners  (collectively,  "Permitted  Transferees").  During  the
lifetime of  Optionee,  the Option  shall be  exercisable  only by Optionee or a
Permitted Transferee.

         4. Dates of Exercise.  So long as Optionee continues to serve in his or
her  current  position  or in a  position  within  the Group that is of equal or
greater  responsibility than the position held by Optionee as of the Grant Date,
or  Optionee  serves  as a  director  of the  Company  or any  successor  entity
(including  any  successor by reason of a corporate  reorganization,  split-off,
spin-off or similar transaction) the Option will be exercisable as to the Option
Shares within the specified term of the Option and pursuant to the provisions of
this Agreement, as follows:

                  (a) subject to the provisions of section (b) below, the Option
shall become exercisable as to 175,000 Option Shares on August 11, 2005;

                  (b) the Option as to the 175,000  Option  Shares  shall become
exercisable  prior to August 11, 2005 as to a number of Option  Shares each time
the  Company's  stock  trades  at a price  that is an  increase  of 25% over the
preceding  eligibility  level for twenty trading days, in the following  amounts
and on the following conditions up to a maximum of 175,000 shares:

                           (i)      the  Option  as to the  first  75,000 of the
                                    175,000    Option    Shares   shall   become
                                    exercisable  on the  1st day  following  the
                                    twentieth day on which the  Company's  stock
                                    traded at or above $5.49;

                           (ii)     the  Option as to the  remaining  100,000 of
                                    the  175,000   Option  Shares  shall  become
                                    exercisable  on the  1st day  following  the
                                    twentieth day on which the  Company's  stock
                                    traded at or above $6.87;

         5.       Termination of Employment.

                  (a) Should Optionee cease to be employed by the Company as its
President and Chief  Executive  Officer (other than by reason of termination for
Cause,  as defined  below),  the Option  will,  solely to the extent  that it is
exercisable  immediately prior to the cessation of Optionee's  employment by the
Company as  President  and Chief  Executive  Officer  (subject to the  immediate
vesting provisions of Section 8 below),  remain exercisable until the Expiration
Date.

                  (b) Should  Optionee be discharged for Cause by the Company or
any other member of the Group,  or should  Optionee  cease to be an employee for
any reason following receipt of notice of the intent of the Company or any other
member of the Group to  discharge  Optionee  for  Cause,  the term of the Option
shall immediately  terminate (and the Option shall cease to be exercisable) upon
the earlier of such notice or cessation of employment.
<PAGE>
         6.  Privilege  of Stock  Ownership.  The holder of the Option will have
none of the rights of a shareholder with respect to the Option Shares until such
individual has exercised the Option and has been issued a stock  certificate for
the Option Shares.

         7. Manner of  Exercising  Option.  In order to exercise the Option with
respect to all or any part of the  Option  Shares for which the Option is at the
time exercisable, Optionee or a Permitted Transferee (or in the case of exercise
after Optionee's death, Optionee's executor,  administrator, heir or legatee, as
the case may be) must take the following actions:

                  (i)    Provide the Company  written notice of such exercise in
                         accordance  with  Section  16  hereof,  specifying  the
                         number  of  Option  Shares  with  respect  to which the
                         Option is being exercised;

                  (ii)   Pay the  aggregate  exercise  price  for the  purchased
                         shares  in one or  more  of the  following  alternative
                         forms: (A) full payment, in cash or by check payable to
                         the  Company's  order,  in the  amount of the  exercise
                         price for the Option Shares being  purchased;  (B) full
                         payment  in shares of Common  Stock  (held for at least
                         six  months if  acquired  pursuant  to an  option)  and
                         having a Fair Market  Value on the day of exercise  (as
                         determined  under the  terms of the Plan)  equal to the
                         exercise  price for the Option Shares being  purchased;
                         (C) a  combination  of such shares of Common  Stock and
                         cash or check payable to the Company's order,  equal in
                         the  aggregate  to the  exercise  price for the  Option
                         Shares being  purchased;  or (D) delivery of a properly
                         executed  exercise  notice  together  with  irrevocable
                         instructions  to a broker to  promptly  deliver  to the
                         Company the amount of sale or loan  proceeds to pay the
                         exercise price; and

                  (iii)  Furnish  the  Company  with  appropriate  documentation
                         that the person (or persons)  exercising the Option, if
                         other  than  Optionee,  has the right to  exercise  the
                         Option.

         8. Effect of a Change in Control.

                  (a) In the event of the  termination of Optionee's  employment
prior to the Expiration Date by the Company without Cause (as defined in Section
5(c) of the Employment  Agreement  dated August 11, 1997 between the Company and
Optionee (the "Employment Agreement") or by Optionee for Good Reason (as defined
in Section 5(e) of the  Employment  Agreement)  within two (2) years prior to or
after a Change in Control (as defined in Section 8(b)),  the Option shall become
immediately  exercisable  and the Option  Shares  issuable  upon exercise of the
Option shall be subject to adjustment  in accordance  with Article X of the Plan
in the event of any changes  affecting  the Company's  Common  Stock,  $.001 par
value per share,  as a result of such Change in  Control.  Following a Change in
Control,  Optionee  shall  have the right to cause the  successor  entity to the
Company to purchase  all or any portion of the Option 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
<PAGE>
volatility equal to the beta for the Company's Common Stock, $.001 par value per
share, for the immediately preceding twelve month period; expected life equal to
the  remaining  term of the Option;  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.

                  (b) For  purposes  of this  Section 8, 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  is or  becomes  the  Beneficial  Owner (as
                         defined in Rule 13d-3 under the Securities Exchange Act
                         of 1934, as amended (the "Exchange Act")),  directly or
                         indirectly, of securities of the Company (not including
                         securities  beneficially  owned by such  Person  or any
                         securities acquired directly from the Company or any of
                         its  affiliates)  representing  more  than  50%  of the
                         combined voting power of the Company's then outstanding
                         securities; or

                  (ii)   during  any  period of two (2)  consecutive  years (not
                         including  any period  prior to the  execution  of this
                         Agreement),  individuals  who at the  beginning of such
                         period constitute the Board and any new director (other
                         than a director  designated by a Person who has entered
                         into  an  agreement   with  the  Company  to  effect  a
                         transaction  described in clause (i),  (iii) or (iv) of
                         this  Section  8(b))  whose  election  by the  Board of
                         nomination  for election by the Company's  stockholders
                         was approved by a vote of at least  two-thirds (2/3) of
                         the  directors  then still in office  who  either  were
                         directors  at the  beginning  of the  period  or  whose
                         election or nomination  for election was  previously so
                         approved, cease for any reason to constitute a majority
                         thereof; or

                  (iii)  the  shareholders  of the  Company  approve a merger or
                         consolidation   of   the   Company   with   any   other
                         corporation,  other than (A) a merger or  consolidation
                         which  would  result in the  voting  securities  of the
                         Company    outstanding    immediately   prior   thereto
                         continuing   to   represent    (either   by   remaining
                         outstanding or being  converted into voting  securities
                         of the  surviving  entity),  in  combination  with  the
                         ownership  of any  trustee or other  fiduciary  holding
                         securities  under  an  employee  benefit  plan  of  the
                         Company or any of its  affiliates,  at least 50% of the
                         combined  voting power of the voting  securities of the
                         Company   or   such   surviving   entity    outstanding
                         immediately after such merger or consolidation,  or (B)
                         a merger  or  consolidation  effected  to  implement  a
                         recapitalization    of   the    Company   (or   similar
                         transaction)  in which no Person acquires more than 50%
                         of the  combined  voting  power of the  Company's  then
                         outstanding securities; or
<PAGE>
                  (iv)   the  shareholders  of  InteliData  approve  a  plan  of
                         complete  liquidation of InteliData or an agreement for
                         the  sale  or  disposition  by  InteliData  of  all  or
                         substantially all of its assets.

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

         Optionee's  right to terminate  Optionee's  employment  for Good Reason
shall  not be  affected  by  Optionee's  incapacity  due to  physical  or mental
illness.  Optionee's  continued employment shall not constitute consent to, or a
waiver of rights with  respect to, any act or failure to act  constituting  Good
Reason hereunder.

                  (c) In the event  that any  payment  to  Optionee  under  this
paragraph is subject to any federal or state  excise tax, the Company  shall pay
to Optionee an additional amount equal to any such excise tax imposed,  pursuant
to the terms of the Employment Agreement.

                  (d) The Company  shall pay to Optionee  all  reasonable  legal
fees and  expenses  incurred  by  Optionee  as a result of seeking in good faith
after a Change in Control to obtain or enforce any benefit or right  provided by
this Agreement.  Such payments shall be made within ten (10) business days after
delivery  of  Optionee's  written  request  for  payment  accompanied  with such
evidence of fees and expenses incurred as the Company reasonably may require.

                  (e) Notwithstanding anything to the contrary set forth in this
Agreement,  the  provisions  of this  Section 8 shall not apply to Optionee  if,
prior to the date on which a Change in  Control  (as  defined  in  Section  8(b)
hereof)  takes place:  (A) this Option ceases to vest for any of the reasons set
forth in Section 5 hereof; or (B) Optionee ceases to serve in his or her current
position  or ceases to serve in a position  within the Group that is of equal or
greater  responsibility  than the position  held by the Optionee as of the Grant
Date (as reasonably determined by the Committee).  Otherwise,  the provisions of
Section 8 hereof shall apply to Optionee.

         9.       Compliance with Laws and Regulations.

                  (a) The  exercise  of the  Option and the  issuance  of Option
Shares upon such  exercise is subject to  compliance by the Company and Optionee
with all applicable requirements of law relating thereto and with all applicable
regulations of any stock exchange on which shares of the Company's  common stock
may be listed at the time of such exercise and issuance.

                  (b) In  connection  with the exercise of the Option,  Optionee
will execute and deliver to the Company such  representations  in writing as may
be  requested  by  the  Company  so  that  it may  comply  with  the  applicable
requirements of federal and state securities laws.
<PAGE>
         10. Liability of the Company.

                  (a) If the Option  Shares  exceed,  as of the Grant Date,  the
number of shares that may without shareholder approval be issued under the Plan,
then  this  Option  will be void  with  respect  to such  excess  shares  unless
shareholder  approval  of an  amendment  sufficiently  increasing  the number of
shares  issuable under the Plan is obtained in accordance with the provisions of
the Plan.

                  (b) The  inability of the Company to obtain  approval from any
regulatory  body having  authority  deemed by the Company to be necessary to the
lawful issuance and sale of any common stock pursuant to the Option will relieve
the Company of any  liability  with respect to the  non-issuance  or sale of the
common stock as to which such approval is not obtained.

         11. No  Employment  Contract.  Except  to the  extent  provided  in the
Employment  Agreement,  neither the Company nor any of its subsidiaries is under
any obligation to continue the employment of Optionee for any period of specific
duration.

         12.      Withholding.

                  (a)  To  the  extent  federal,  state  and  local  income  and
employment  tax  withholding  requirements  should apply to the exercise of this
Option, Optionee hereby agrees to make appropriate arrangements with the Company
for the satisfaction of such withholding requirements.

                  (b)  Subject to  approval of the  Committee,  any  withholding
obligation  arising  from  exercise of the Option may be satisfied by any of the
following means or by a combination of such means: (i) tendering a cash payment;
(ii)  authorizing  the  Company  to  withhold  from the Common  Stock  otherwise
issuable to Optionee  as the result of the  exercise of the Option,  a number of
shares having a Fair Market Value, as of the date the withholding tax obligation
arises,  less than or equal to the amount of the withholding tax obligation;  or
(iii) delivering to the Company already owned and unencumbered  shares of Common
Stock having a Fair Market Value,  as of the date the withholding tax obligation
arises, less than or equal to the amount of the withholding tax obligation.

         13. Other Restrictions.  Upon any exercise of the Option, the Committee
may require  Optionee to represent to and agree with the Company in writing that
the  shares  are being  acquired  without a view to  distribution  thereof.  The
certificates  for such shares may include any legend which the  Committee  deems
appropriate to reflect any restrictions on transfer  determined by the Committee
to be necessary or appropriate under applicable securities laws.

         All  certificates  for shares of common  stock  delivered  pursuant  to
exercise of the Option shall be subject to such stock-transfer  orders and other
restrictions as the Committee may deem advisable  under the rules,  regulations,
and other  requirements  of the  Securities and Exchange  Commission,  any stock
exchange upon which the common stock is then listed,  and any
<PAGE>
applicable federal or state securities law, and the Committee may cause a legend
or legends to be put on any such  certificate to make  appropriate  reference to
such restrictions.

         14.  Definitions.  Capitalized terms not otherwise defined herein shall
have the meaning ascribed to such terms in the Plan.

         15.  Headings.  The headings of Sections herein are included solely for
convenience of reference and shall not affect the meaning or  interpretation  of
any of the provisions of this Agreement.

         16.  Notices.  Any  notice  required  to be given or  delivered  to the
Company  under the terms of this  Agreement  will be in writing and addressed to
the  Company  in care of its  Secretary  at 13100  Worldgate  Drive,  Suite 600,
Herndon,  Virginia  20170.  Any  notice  required  to be given or  delivered  to
Optionee will be in writing and  addressed to Optionee at the address  indicated
below Optionee's signature line on this Agreement. All notices will be deemed to
have been given or delivered upon personal  delivery or upon deposit in the U.S.
mail, postage prepaid and properly addressed to the party to be notified.

         17.  Construction.  This Agreement and the Option  evidenced hereby are
made and  granted  pursuant to the Plan and are in all  respects  limited by and
subject to the express terms and  provisions  of the Plan.  All decisions of the
Committee  with respect to any question or issue  arising under the Plan or this
Agreement  will be conclusive  and binding on all persons  having an interest in
the Option.

         18. Governing Law. The interpretation,  performance, and enforcement of
this Agreement will be governed by the laws of the State of Delaware.

<PAGE>


                  IN WITNESS  WHEREOF,  the Company has caused this Agreement to
be  executed  in  duplicate  on its behalf by its duly  authorized  officer  and
Optionee has also  executed this  Agreement in duplicate,  all as of the day and
year indicated above.


                             InteliData Technologies Corporation


                             By  /s/ William F. Gorog
                                 ------------------------------- 
                                 William F. Gorog
                                 Chairman of the Board


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

                             Address:  9085 Eaton Park Road
                                       Great Falls, VA  22066