Exhibit 10.8.1


                      CHANGE IN CONTROL SEVERANCE AGREEMENT
                      -------------------------------------

     THIS  AMENDED AND  RESTATED  CHANGE IN CONTROL  SEVERANCE  AGREEMENT  (this
"Agreement")  is made  and  entered  into  this the 3rd day of  February,  2003,
between  INTELIDATA  TECHNOLOGIES  CORPORATION,   a  Delaware  corporation  (the
"Company"),  and John Polchin (the "Executive").  Certain capitalized terms used
in this Agreement are defined in Section 6.

                                 R E C I T A L S
                                 ---------------

     The Company  acknowledges  that  Executive has made and is expected to make
significant  contributions  to the growth and success of the Company and Related
Entities.  The Company also  acknowledges  that,  as is the case for many public
companies,  there exists the  possibility of a Change in Control of the Company.
The  Company  recognizes  that  the  possibility  of a  Change  in  Control  may
contribute  to  uncertainty  on the part of the  Executive and may result in the
departure  or   distraction  of  the  Executive  from  his  or  her  duties  and
responsibilities.

     Outstanding  management of the Company is always essential to advancing the
best  interests  of  the  Company,   the  Related  Entities  and  the  Company's
shareholders.  In the event of a threat or  occurrence  of a bid to  acquire  or
change  control  of the  Company  or to  effect a  business  combination,  it is
particularly  important that the business of the Company and Related Entities be
continued with a minimum of disruption.  The Company believes that the objective
of  securing  and  retaining  outstanding  management  will be  achieved  if the
Executive is given assurances of employment  security so that he or she will not
be  distracted  by  the  personal   uncertainties  and  risks  created  by  such
circumstances.

     NOW,  THEREFORE,  in  consideration of the mutual covenants and obligations
contained  herein,  the  compensation  the  Company  agrees  herein  to  pay  to
Executive, the covenants of Executive stated herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company and Executive hereby agree as follows:

1.   Effective Date. The Effective Date of this Agreement is February 3, 2003.
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2.   Term of Agreement. The Term of this Agreement  begins on the Effective Date
     -----------------
and  ends on the day  before  the  second  anniversary  of the  Effective  Date.
Notwithstanding  the  preceding  sentence,  the  Term  of this  Agreement  shall
automatically be extended for an additional twelve-month period, effective as of
the end of the initial  two-year  term and each annual  anniversary  thereafter,
unless the Company gives  Executive  written  notice,  at least ninety (90) days
prior to the applicable extension date, that the Term of this Agreement will not
be so extended. Notwithstanding the foregoing, the Executive's right to receive,
and the  Company's  obligation  to pay,  the  Termination  Benefits  pursuant to
Section 3 and 4 hereunder and the provisions of Section 7, 8, 9, 10 and 20 shall
survive the expiration of the Term of this Agreement.

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3.   Right   to  Receive  Termination  Benefits.  Executive shall be entitled to
     ------------------------------------------
receive  the  Termination   Benefits  described  in  Section  4  if  Executive's
employment with the Company and the Related Entities terminates or is terminated
as described in subsection (a), (b), (c) or (d) below:

     (a) Executive shall be entitled to receive the Termination  Benefits if (x)
during the Term of this  Agreement,  the Company makes a public  announcement or
files a report or proxy statement with the Securities and Exchange Commission in
either  case  disclosing  a  transaction  or series of  transactions  which,  if
completed, would constitute a Change in Control (the announcement and the filing
of the report or proxy statement are each hereinafter  referred to as a "Section
3 Disclosure"),  and (y) Executive's employment with the Company and all Related
Entities is terminated by the Company (or by the Company or a Related  Entity if
Executive  is  employed by a Related  Entity)  without  Cause  during the period
beginning with the date of the Section 3 Disclosure and ending on the earlier of
the date that the Board,  acting in good faith, adopts a resolution stating that
the transaction or series of transactions  described in the Section 3 Disclosure
will  not  be  completed  or  the  date  that  such  transaction  or  series  of
transactions is completed.

     (b) Executive shall be entitled to receive the Termination  Benefits if (x)
during the Term of this  Agreement the Company makes a Section 3 Disclosure  and
(y)  Executive  resigns  from the  employment  of the  Company  and all  Related
Entities  with Good  Reason  during  the period  beginning  with the date of the
Section 3  Disclosure  and  ending on the  earlier  of the date that the  Board,
acting in good faith, adopts a resolution stating that the transaction or series
of  transactions  described in the Section 3 Disclosure will not be completed or
the date that such transaction or series of transactions is completed.

     (c) Executive shall be entitled to receive the Termination  Benefits if (x)
a Control  Change Date occurs  during the Term of this  Agreement and (y) within
ninety (90) days before or twenty-four (24) months after the Control Change Date
Executive's  employment with the Company and all Related  Entities is terminated
by the Company (or by the Company or a Related  Entity if  Executive is employed
by a Related Entity) without Cause.

     (d) Executive shall be entitled to receive the Termination  Benefits if (x)
a Control  Change Date occurs  during the Term of this  Agreement and (y) within
ninety (90) days before or twenty-four (24) months after the Control Change Date
Executive  resigns from the employ of the Company and all Related  Entities with
Good Reason.

Executive  will not be  entitled  to receive  the  Termination  Benefits  unless
Executive's  employment with the Company and all Related  Entities is terminated
or terminates as described in one of the foregoing  subsections (a), (b), (c) or
(d). By way of example and not of limitation,  Executive will not be entitled to
receive the
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Termination  Benefits if his employment  with the Company or one or more Related
Entities ends on account of Executive's death, Disability, termination for Cause
or  Executive's  voluntary  resignation  without Good  Reason.  In the event the
Executive is not entitled to receive the

Termination  Benefits  described herein, the Executive shall only be entitled to
receive any payments,  benefits,  awards or  compensation  to which Executive is
entitled or that may be available in accordance  with the  established  employee
plans,  policies,  programs and practices of the Company and Related Entities or
pursuant  to any other  agreements  Executive  has with the  Company and Related
Entities.

4.  Termination  Benefits.  Upon a  termination  of  Executive's  employment  as
    ---------------------
described in subsection  (a), (b), (c) or (d) of Section 3,  Executive  shall be
entitled to receive the following Termination Benefits:

     (a)  A lump sum  payment  in an  amount  equal to any  unpaid  Base Pay and
accrued leave or vacation pay from the Company and each Related  Entity  through
the Termination Date;

     (b)  A lump sum payment in an amount equal to any unpaid  Annual Bonus that
has been earned from the Company or any Related  Entity for a period ended prior
to the Termination Date;

     (c)  A lump sum  payment  in an amount  equal to two (2) times  Executive's
Base Pay;

     (d)  A lump sum  payment in an amount  equal to any  unreimbursed  expenses
that  Executive  incurred on behalf of the Company or a Related  Entity prior to
the Termination Date to the extent that such expenses are reimbursable under the
standard reimbursement policies of the Company or the Related Entity;

     (e)  Acceleration  of the vesting  and  exercisability  of all  outstanding
stock options and stock awards previously granted to the Executive and extension
of the period for  exercising  such stock options until the  expiration  date of
such stock options,  notwithstanding  the termination of Executive's  employment
with the Company and all Related Entities and  notwithstanding any provisions in
such stock options to the contrary.  For purposes of the foregoing sentence, the
expiration  date shall be the  expiration  date of the stock options that is not
based on  continuance  or  termination  of the  employment of Executive with the
Company or any Related Entity;

     (f)  Payment  of  or  reimbursement  for  any  COBRA  premiums  during  the
Continuation  Period for COBRA coverage  elected for the  Executive,  his or her
spouse and his or her  dependents for those  participating  in the Welfare Plans
providing health and medical insurance coverage who elect such COBRA coverage at
the Termination  Date.  Executive's  right to continuation of coverage under the
Welfare  Plans  providing  health and medical  insurance  coverage,  pursuant to
Section 4980B (or any successor  section) of the Code,  shall commence as of the
Termination  Date  pursuant to the terms of such Welfare  Plans.  In lieu of the
foregoing, if the Executive, his or her spouse and his or her dependents are not
participating  in the  Welfare  Plans  providing  health and  medical  insurance
coverage  at the  Termination  Date and are not  entitled  to elect  such  COBRA
coverage,  but (i) health and medical insurance coverage for the Executive,  his
or her spouse and his or her  dependents  (other  than  pursuant  to the Welfare
Plans) was

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in effect before termination of Executive's employment and (ii) the Company or a
Related  Entity was paying or  reimbursing  Executive  for any  premiums on such
other health and medical insurance coverage, then Executive shall be entitled to
continue to receive  payment of or  reimbursement  for any  premiums  during the
Continuation Period for such other health and medical insurance coverage for the
Executive, his or her spouse and his or her dependents; and

     (g)  Continued  payment of or  reimbursement  for any  premiums  during the
Continuation  Period on any  individual  life  insurance  policies  covering the
Executive  that the Company or any Related  Entity paid or reimbursed  Executive
for during his or her employment with the Company or any Related Entity.

Termination  Benefits  payable in a lump sum will be paid to  Executive  in cash
within thirty (30) days of the Termination  Date. The payment of the Termination
Benefits  will be reduced by amounts  required  to be  withheld  for  applicable
income and employment  taxes and other amounts.  The Executive shall be entitled
to receive any other payments or Employee  Benefits which  Executive is entitled
to receive under any employee benefit plan, program,  or arrangement  maintained
by the Company or any Related Entity in which  Executive  participates as of the
Termination  Date.  The  amount,  form and timing of such  payments  or Employee
Benefits  will be  determined  by the  terms  of such  employee  benefit  plans,
programs or arrangements.

5.   Excise Taxes.
     ------------

     (a)  If any payment or distribution by the Company or any Related Entity to
or for the benefit of the  Executive,  whether paid or payable or distributed or
distributable  pursuant to the terms of this Agreement or otherwise  pursuant to
or by reason of any other  agreement,  policy,  plan,  program  or  arrangement,
including  without  limitation  any stock option,  stock  appreciation  right or
similar right,  or the lapse or termination of any restriction on or the vesting
or exercisability of any of the foregoing (a "Payment"), would be subject to the
excise tax imposed by Section  4999 of the Code or to any similar tax imposed by
state or local law, or any interest or penalties  with respect to such tax (such
tax or taxes,  together with any such interest and  penalties,  being  hereafter
collectively  referred to as the "Excise Tax"),  then the  Termination  Benefits
payable or provided under this Agreement (or other Payments as described  below)
must be  reduced  (but not in excess of the amount of the  Termination  Benefits
payable or provided under this Agreement) to the largest amount that will result
in no portion of any such Payment being subject to the Excise Tax.

     (b) The  Accounting  Firm will first  determine the amount of any Parachute
Payments  that are  payable  to the  Executive.  The  Accounting  Firm also will
determine  the  Excise  Tax  attributable  to the  Executive's  total  Parachute
Payments.

     (c) The Accounting  Firm will next determine the largest amount of payments
that may be made to the Executive without subjecting the Executive to the Excise
Tax (the "Capped Payments").

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     (d) The  Executive  then will receive the total  Capped  Payments but in no
event will any such reductions  imposed under this Section 5 be in excess of the
amount of Termination Benefits payable or provided under this Agreement. In that
case, the total Parachute Payments will be adjusted by first reducing the amount
of any noncash benefits under this Agreement (which includes without  limitation
the  acceleration of the vesting and  exercisability  of stock options and stock
awards previously granted to the Executive pursuant to subsection (e) of Section
4 hereof) or any other plan,  agreement or  arrangement  (with the source of the
reduction  to be directed by the  Executive)  and then by reducing the amount of
any  cash  benefits  under  this  Agreement  or any  other  plan,  agreement  or
arrangement  (with the source of the reduction to be directed by the Executive).
The  Accounting  Firm will notify the Executive and the Company if it determines
that the Parachute Payments must be reduced to the Capped Payments and will send
the  Executive  and the Company a copy of its detailed  calculations  supporting
that determination.

     (e) As a result of the uncertainty in the application of Code Sections 280G
and 4999 at the time that the  Accounting  Firm makes its  determinations  under
this Section 5, it is possible  that amounts will have been paid or  distributed
to the  Executive  that  should  not have been paid or  distributed  under  this
Section  5  ("Overpayments"),  or  that  additional  amounts  should  be paid or
distributed  to the  Executive  under this Section 5  ("Underpayments").  If the
Accounting Firm determines, based on either the assertion of a deficiency by the
Internal  Revenue Service against the Company or the Executive,  which assertion
the  Accounting  Firm believes has a high  probability of success or controlling
precedent or  substantial  authority,  that an Overpayment  has been made,  that
Overpayment  will be  treated  for all  purposes  as a loan ab  initio  that the
Executive  must repay to the Company  immediately  together with interest at the
applicable Federal rate under Code Section 7872; provided, however, that no loan
will be deemed to have been made and no amount will be payable by the  Executive
to the Company  unless,  and then only to the extent  that,  the deemed loan and
payment  would either reduce the amount on which the Executive is subject to tax
under Code Section  4999 or generate a refund of tax imposed  under Code Section
4999. If the Accounting Firm  determines,  based upon  controlling  precedent or
substantial  authority,  that an Underpayment has occurred,  the Accounting Firm
will notify the Executive and the Company of that  determination  and the amount
of that Underpayment will be paid to the Executive promptly by the Company.

     (f) For  purposes of this Section 5, the  following  terms shall have their
respective meanings:

          (i) "Accounting Firm" means the independent accounting firm engaged by
the Company in the Company's sole discretion; and

          (ii) "Parachute  Payment"  means a payment  that is  described in Code
Section  280G(b)(2),  determined  in  accordance  with Code Section 280G and the
regulations promulgated or proposed thereunder.

<page>

     (g) The fees and  expenses  of the  Accounting  Firm  for its  services  in
connection  with  the  determinations  and  calculations   contemplated  by  the
preceding  subsections shall be borne by the Company.  If such fees and expenses
are initially paid by Executive,  the Company shall reimburse Executive the full
amount of such fees and expenses  within five  business  days after receipt from
Executive  of a statement  therefore  and  reasonable  evidence  of  Executive's
payment thereof.

     (h)  The Company and  Executive  shall each  provide  the  Accounting  Firm
access to and copies of any books,  records and  documents in the  possession of
the  Company  or  Executive,  as the case may be,  reasonably  requested  by the
Accounting Firm, and otherwise  cooperate with the Accounting Firm in connection
with  the  preparation  and  issuance  of the  determinations  and  calculations
contemplated by the preceding  subsections.  Any determination by the Accounting
Firm shall be binding upon the Company and the Executive.

     (i)  The  federal,  state and local  income or other tax  returns  filed by
Executive  shall  be  prepared  and  filed  on  a  consistent   basis  with  the
determination  of the Accounting  Firm with respect to the Excise Tax payable by
Executive.  The  Executive,  at the request of the  Company,  shall  provide the
Company true and correct copies (with any  amendments)  of  Executive's  federal
income tax return as filed with the Internal  Revenue Service and  corresponding
state and local tax returns,  if relevant,  as filed with the applicable  taxing
authority,  and  such  other  documents  reasonably  requested  by the  Company,
evidencing such conformity.

6.   Certain  Definitions.  As used in this  Agreement,  certain  terms have the
     --------------------
definitions set forth below.

     (a)  Annual  Bonus means the  aggregate  annual  bonus,  incentive or other
          -------------
payments  of  cash  compensation  (determined  without  regard  to any  deferral
election)  to  which  Executive  would  have  been  entitled  under  the  bonus,
incentive,   profit-sharing,   performance,   discretionary   pay   or   similar
arrangement,  policy,  plan,  program or arrangement of the Company or a Related
Entity in which Executive was participating in the year of reference.

     (b) Base Pay means  Executive's  annual base salary (prior to any deferrals
         --------
or  reductions)  at a rate  not  less  than  Executive's  annual  fixed  or base
compensation  as in effect  immediately  before  the  Company  makes a Section 3
Disclosure (if Executive's employment terminates as described in Section 3(a) or
3(b)) or as in effect immediately before the Control Change Date (if Executive's
employment  terminates as described in Section 3(c) or 3(d)) or such higher rate
as may be in effect from time to time thereafter.

     (c)  Board means the Board of Directors of the Company.
    -----

     (d)  Cause means the  termination of the  Executive's  employment  with the
          -----
Company and all Related  Entities 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 of

<page>

the  Company  or  Related  Entity or the Board of  Directors  of the  Company or
Related Entity, as appropriate, determines that the Executive: (i) has stolen or
embezzled  funds or property of the Company or a Related  Entity,  (ii) has been
convicted  of a  felony  or  entered  a plea of  "nolo  contendre"  which in the
reasonable  opinion of such Chief Executive Officer or Board of Directors brings
the  Executive  into  disrepute  or is  likely  to  cause  material  harm to the
business,  customer or supplier  relations,  financial condition or prospects of
the Company or a Related  Entity,  (iii) has,  after not less than ten (10) days
prior written  notice from such Chief  Executive  Officer or 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  a  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 or any
Related  Entity,  their  reputation or their  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  other
employment-related  agreement between the Executive and the Company or a Related
Entity or any law or regulation to the material  detriment of the Company or any
Related Entity, their reputation or their businesses (collectively "Cause").

     (e)  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) A  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 to 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

<page>

          (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 the Company approves a plan of complete
or partial liquidation of InteliData or an agreement for the sale or disposition
by the Company 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.

     (f) Code  means the  Internal  Revenue  Code of 1986,  as  amended,  or any
         ----
successor thereto, and its underlying regulations.

     (g)  Continuation  Period  means the  eighteen  (18) month period after the
          --------------------
Termination Date.

     (h) Control Change Date means the date on which a Change in Control occurs.
         -------------------
If a Change in Control occurs on account of a series of  transactions or events,
the "Control Change Date" is the date of the last of such transactions or events
in the series.

     (i) Disability means the same as under any long-term disability plan of the
         ----------
Company or any Related Entity in which Executive was  participating  or entitled
to participate  immediately prior to the Termination Date. In the absence of any
such  long-term  disability  plan,  Disability  shall mean  total and  permanent
disability under the federal social security laws.

     (j) Employee  Benefits means the  perquisites,  benefits and service credit
         ------------------
for  benefits  as  provided  under any and all  employee  retirement  income and
welfare benefit policies,  plans, programs or arrangements of the Company or any
Related Entity in which Executive is entitled to participate,  including without
limitation  any stock  option,  stock  purchase,  stock  appreciation,  savings,
pension,  supplemental  executive  retirement,  or other  retirement  income  or
welfare benefit, deferred compensation,  incentive compensation,  group or other
life,  health,  medical/hospital  or other  insurance  (whether funded by actual
insurance  or  self-insured  by the  Company or a Related  Entity),  disability,
salary continuation,  expense reimbursement and other employee benefit policies,
plans, programs or arrangements.

<page>

     (k) Exchange Act means the Securities Exchange Act of 1934, as amended.
         ------------

     (l) ERISA means the Employee  Retirement  Income  Security Act of 1974,  as
         -----
amended, or any successor thereto, and its underlying regulations.

     (m) Good Reason means the Executive  resigns his or her employment with the
         -----------
Company  and all  Related  Entities  (i) upon the  failure of the Company or any
Related Entity to make any required payment to the Executive  hereunder or under
any other employment-related  agreement between the Executive and the Company or
Related Entity,  which failure continues  unremedied for ten (10) days after the
Executive has given the Chief Executive Officer of the Company or Related Entity
or the Board of  Directors  of the Company or Related  Entity,  as  appropriate,
written  notice of such  failure,  or any  material  failure  by the  Company or
Related  Entity to comply with any of the  provisions  of this  Agreement or any
other  employment-related  agreement  between the  Executive  and the Company or
Related Entity (other than a failure to make a required payment),  which failure
continues  unremedied  for fourteen (14) days after the Executive has given such
Chief Executive Officer or Board of Directors written notice of such failure, or
(ii) upon and after a Change in 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 in Control or (b) a relocation
of more than 50 miles from  Executive's  principal  place of employment with the
Company or any Related Entity as of the date hereof or any subsequent  principal
place of employment to which Executive and the Company or any Related Entity may
agree.

     (n) Related  Entity means any entity that is part of a controlled  group of
         ---------------
corporations  or is under common  control with the Company within the meaning of
Sections 1563(a), 414(b) or 414(c) of the Code.

     (o)  Termination  Date  means  the  date on  which  Executive's  employment
          -----------------
terminates or is terminated.  If Executive's  employment terminates as described
in Section 3(b) or 3(d),  the effective  date of the  termination of Executive's
employment shall be the date specified by Executive.

     (p) Welfare  Benefits means the benefits  provided under "employee  welfare
         -----------------
benefit  plans"  (as  defined in  Section  3(1) of ERISA) of the  Company or any
Related Entity that  Executive was receiving or entitled to receive  immediately
prior to the Termination Date.

7.   Attorneys'  Fees.  Except as  provided  in  Section 5,  Executive  shall be
     ----------------
entitled to  reimbursement  from the Company for any  attorneys'  fees and other
reasonable expenses that Executive incurs in connection with the interpretation,
enforcement or protection of Executive's rights under this Agreement,  including
without  limitation  the  initiation or defense of any litigation or other legal
action,  whether by or against the Company or any member of the Board or officer
or   shareholder   of  the  Company.   Regardless   of  any  existing  or  prior
attorney-client  relationship  between the  Company and the counsel  selected by
Executive,  the Company  irrevocably  consents to  Executive's  entering into an
attorney-client  relationship  with such  counsel and the

<page>

Company and Executive agree that a confidential relationship shall exist between
Executive and such counsel.  Amounts payable by the Company under this Section 7
shall be paid to  Executive  within five (5)  business  days after  receipt from
Executive of a statement therefore. Executive shall be entitled to reimbursement
under this Section 7 only if Executive is deemed the prevailing  party, in whole
or in part,  with respect to the  interpretation,  enforcement  or protection of
Executive's rights under this Agreement.

8.   Late Payments. Without limiting the rights of Executive at law or in
     -------------
equity, if the Company fails to make any payment or provide any benefit required
to be made or provided under this Agreement on a timely basis,  the Company will
pay interest on the amount or value thereof at an  annualized  rate equal to the
so-called composite "prime rate" as quoted from time to time during the relevant
period in the  Northeast  Edition of The Wall Street  Journal (and any change in
such  prime  rate  shall be  effective  on and as of the  date of such  change).
Interest  payable  under this Section 8 shall be payable as it accrues on demand
but not more frequently than monthly.

9.   No Mitigation  Obligation.  The Company  acknowledges  that the Termination
     -------------------------
Benefits and other  benefits to be provided to Executive in accordance  with the
terms of this Agreement are reasonable.  Accordingly,  Executive is not required
to  mitigate  the amount of any payment  provided  for under this  Agreement  by
seeking other employment or otherwise.  Except as expressly  provided in Section
19 below (with respect to  coordination  of this Agreement and other  agreements
between the Executive and the Company or any Related Entities),  the Termination
Benefits or other  benefits to be provided to Executive in  accordance  with the
terms of this  Agreement  shall  not be  reduced  or offset  on  account  of any
profits, income, earnings or other benefits from any source whatsoever.

10.  Executive's  Covenants.  In  consideration  of the  Company's  promises  to
     ---------------------
Executive in this Agreement,  the  sufficiency of which Executive  acknowledges,
Executive covenants as follows:

     (a) The  Executive  for so long as he or she  remains  an  employee  of the
Company  or  any  Related  Entity  and  for a  period  of 12  months  after  the
Termination  Date (the  "Non-Competition  Period")  will not, nor will he or she
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 to, directly or indirectly:

          (i) solicit for  employment any employee of the Company or any Related
Entity  (and it  shall be  presumed  to be a  violation  of this  covenant  if a
subsequent employer of Executive hires an employee of the Company or any Related
Entity unless Executive can demonstrate to the 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 or any
Related  Entity with respect to businesses of the type referred to in subsection
10(a)(iii) hereof;

<page>

          (iii)  engage in any  business  of the type  conducted  as of the date
hereof by the Company or any Related Entity,  which shall be limited to Internet
banking and electronic bill presentment and payment software or services;

          (iv)  engage  in any  business  substantially  similar  to that of the
Company or any Related  Entity in a  geographic  area within fifty (50) miles of
the  offices  of the  Company  or  Related  Entity  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 any Related Entity; or

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

provided,  however,  that this Section  10(a) 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) Executive  agrees to hold in a fiduciary  capacity for the benefit
of the Company and the Related Entities all secret or confidential  information,
knowledge or data relating to the Company or any Related Entity which shall have
been obtained by Executive during  Executive's  employment by the Company or any
Related Entity and which shall not be or become public  knowledge (other than by
acts  of  Executive  or  representatives  of  Executive  in  violation  of  this
subsection  (b)). After  termination of Executive's  employment with the Company
and each  Subsidiary,  Executive shall not, without the prior written consent of
the  Company  or as may be  required  by law or legal  process,  communicate  or
divulge any such information, knowledge or data to anyone other than the Company
or a Related  Entity and those  designated  by the Company or a Related  Entity.
Executive's  covenant  under this  subsection  (b) is  effective  regardless  of
whether  Executive  receives or becomes  entitled to receive benefits under this
Agreement.

11. Governing Law; Jurisdiction. This Agreement shall be governed by the laws of
    ---------------------------
the  Commonwealth  of Virginia  other than its choice of law  provisions  to the
extent that they would require the application of the laws of a State other than
the  Commonwealth  of Virginia.  To the full extent  lawful,  Executive  and the
Company  and  each  Related  Entity  hereby  consents  irrevocably  to  personal
jurisdiction,  service  and venue in  connection  with any claim or  controversy
arising  under this  Agreement  in the courts of the  Commonwealth  of  Virginia
located in Fairfax  County,  Virginia  and in the federal  courts in the Eastern
District of the  Commonwealth  of Virginia,  and each waives all  objections  to
jurisdiction, service and venue in such courts.

<page>

12.  Successors, Binding Agreement.
     ------------------------------

     (a)  The Company shall require any successor  (whether  direct or indirect,
by purchase,  merger,  consolidation,  reorganization  or  otherwise)  to all or
substantially all of the business or assets of the Company,  to expressly assume
and agree to perform  this  Agreement  in the same manner and to the same extent
that the Company would be required to perform it if no such succession had taken
place.  This  Agreement  will be  binding  upon and inure to the  benefit of the
Company and any  successor  to the Company,  including  without  limitation  any
persons  acquiring  directly  or  indirectly  all  or  substantially  all of the
business or assets of the Company  whether by purchase,  merger,  consolidation,
reorganization  or otherwise (and such successor shall  thereafter be deemed the
"Company"  for the  purposes  of this  Agreement),  but  will not  otherwise  be
assignable, transferable or delegable by the Company.

     (b) This Agreement will inure to the benefit of and be enforceable by
Executive's  personal  or  legal  representatives,   executors,  administrators,
successors, heirs, distributees and legatees.

     (c) This  Agreement is personal in nature and neither of the parties hereto
shall,  without the  consent of the other,  assign,  transfer  or delegate  this
Agreement or any rights or obligations hereunder except as expressly provided in
the  preceding  section  (a) or (b).  Without  limiting  the  generality  of the
foregoing,   Executive's  right  to  receive  payments  hereunder  will  not  be
assignable, transferable or delegable, whether by pledge, creation of a security
interest, or otherwise, other than a transfer by will or the laws of descent and
distribution. Any attempted assignment or transfer contrary to the provisions of
this Section 12 shall be void ab initio.

13.  No Employment  Rights.  Nothing in this Agreement  confers on Executive any
     ---------------------
right to continuance of employment by the Company or any Related Entity. Nothing
in this Agreement interferes with the right of the Company or any Related Entity
to terminate Executive's employment at any time for any reason whatsoever,  with
or without Cause, subject to the requirements of this Agreement. Nothing in this
Agreement  restricts the right of Executive to terminate  his or her  employment
with the  Company or any Related  Entity at any time for any reason  whatsoever,
with or without Good Reason.

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

15.  Entire Agreement.  This Agreement  expresses the whole and entire agreement
     ----------------
between the parties with reference to the subject matter addressed herein.

16.  Notices. All notices,  requests and other communications to any party under
     -------
this  Agreement  shall be in  writing  and  shall be given to such  party at its
address  set forth  below or such  other  address  as such  party may  hereafter
specify for the purpose by notice to the other party:

<page>

                  If to Executive:         901 Falls Manor Court
                                           Great Falls, VA  22066

                  If to the Company:       InteliData Technologies Corporation
                                           11600 Sunrise Valley Drive
                                           Suite 100
                                           Reston, Virginia 20191
                                           Attn:
                                               ---------------------

Each notice,  request or other  communication shall be effective if (i) given by
mail,  five days after such  communication  is deposited in the mails with first
class  postage  prepaid,  addressed  as  aforesaid,  (ii)  given  by  electronic
facsimile transmission, when given if receipt is confirmed orally or in writing,
(iii) sent by nationally  recognized  overnight courier service,  three business
days after having been sent or (iv) given by any other means,  when delivered at
the address specified in this Section 16.

17.  Modification  of Agreement.  No waiver or  modification  of this  Agreement
     --------------------------
shall be valid  unless in writing  and duly  executed by the party to be charged
therewith.  No  evidence  of any  waiver or  modification  shall be  offered  or
received in evidence at any  proceeding,  arbitration or litigation  between the
parties unless such waiver or modification is in writing, duly and executed. The
parties agree that this Section 17 may not be waived except as herein set forth.

18.  Recitals.  The Recitals to this Agreement are incorporated herein and shall
     --------
constitute an integral part of this Agreement.

19.  Coordination With Other Agreements.  The Executive, the Company and Related
     ----------------------------------
Entities  may be parties  to other  agreements,  policies,  plans,  programs  or
arrangements relating to Executive's  employment.  The Executive and the Company
agree that this Agreement shall be construed and interpreted so that amounts are
paid and benefits are provided  under this  Agreement  only if and to the extent
that similar  amounts and  benefits  are not paid and  provided  under any other
similar agreements, policies, plans, programs or arrangements.  Without limiting
the foregoing,  the Company and the Executive  agree that any amounts payable or
benefits provided under subsections 4(a) through 4(g) of this Agreement shall be
reduced by any similar  amounts or benefits that  Executive  receives  under any
employment or employment-related agreement between the Executive and the Company
or any  Related  Entity  and any  other  similar  agreements,  policies,  plans,
programs  or  arrangements  between  the  Executive  and the  Company or Related
Entities and by the present value (determined as provided in Section  280G(d)(4)
of the  Code) of any  other  amount  of  severance  relating  to salary or bonus
continuation  to which Executive may be entitled under any other severance plan,
policy or arrangement of the Company or any Related Entity;  it being the intent
of both  Executive  and the  Company  and  Related  Entities  not to  provide to
Executive any duplicative payments or benefits hereunder.

20.  Release of Claims.  Notwithstanding  any other provision of this Agreement,
     -----------------
all  amounts to be paid and  benefits to be provided  under this  Agreement  are
conditioned

<page>

upon and subject to the timely execution of the Executive of a valid release and
waiver  containing such terms and conditions as are  satisfactory to the Company
and,  at a minimum,  releasing  the  Company  and  Related  Entities,  and their
shareholders,   directors,   officers,   employees,   employee   benefit  plans,
representatives  and agents and their  successors  and assigns  from any and all
claims the Executive or his or her successors and beneficiaries  might then have
against them or any of them  (excluding any claims for vested benefits under any
ERISA employee benefit plan that the Company or any Related Entity may sponsor).
The waiver and release  described herein shall not be considered timely if it is
not executed by the Executive within the time period specified by the Company at
the time of the  Company's  request  that the  Executive  sign such  waiver  and
release as a condition  to the receipt of amounts to be paid and  benefits to be
provided under this Agreement.

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


                                  EXECUTIVE


                                  By:/s/John Polchin
                                     -------------------------------------------
                                     John Polchin


                                  INTELIDATA TECHNOLOGIES CORPORATION


                                  By:/s/ Alfred S. Dominick, Jr.
                                    --------------------------------------------
                                     Alfred S. Dominick, Jr.
                                     CEO