THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT OF 1933,  AS  AMENDED,  AND MAY NOT BE  SOLD,  TRANSFERRED,
PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION OR
THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER SAID ACT.

Warrant to Subscribe for

20,000 shares


                      Warrant to Subscribe for Common Stock
                                       of
                           NETWORK IMAGING CORPORATION


         THIS  CERTIFIES  that  Wood  Gundy  in  trust  for  RRSP  550  98866 19
("Holder")  has the right to subscribe  from Network  Imaging  Corporation  (the
"Company"),  not more than  20,000  fully paid and  nonassessable  shares of the
Company's Common Stock $.0001 par value per share ("Common  Stock"),  at a price
of One Dollar and .875  ($1.875)  per share  subject to  adjustment  as provided
below (the "Exercise Price"), at any time on or before 5:00 pm, U.S.
time, on July 8, 2002.

         The holder of this Warrant agrees with the Company that this Warrant is
issued and all rights  hereunder shall be held subject to all of the conditions,
limitations and provisions set forth herein.

         1.       Exercise.

         This Warrant may be  exercised  as to all or any lesser  number of full
shares of Common Stock covered hereby upon  surrender of this Warrant,  with the
Subscription Form or a copy thereof attached hereto duly executed, together with
the full Exercise Price (as hereinafter defined) in cash, by wire transfer or by
certified or official bank check  payable in New York  Clearing  House Funds for
each share of Common Stock as to which this Warrant is exercised,  at the office
of the Company,  Network Imaging Corporation,  500 Huntmar Park Drive,  Herndon,
Virginia  20170-5100,  or at such  other  office or agency  as the  Company  may
designate  in  writing,   by  overnight  mail,  with  an  advance  copy  of  the
Subscription  Form by facsimile (such surrender and payment  hereinafter  called
the "Exercise of this Warrant").  The "Date of Exercise" of the Warrant shall be
defined as the date that the advance  copy of the  Subscription  Form is sent by
facsimile to the Company,  provided that the original  Warrant and  Subscription
Form are  received by the Company  within five  business  days  thereafter.  The
original  Warrant and  Subscription  Form must be received  within five business
days of the Date of Exercise, or the Subscription Form shall be considered void.
This  Warrant  shall be canceled  upon its  Exercise,  and, as soon as practical
thereafter,  the holder  hereof  shall be entitled to receive a  certificate  or
certificates  for the  number  of shares of  Common  Stock  purchased  upon such
Exercise  and a new  Warrant or Warrants  (containing  terms  identical  to this
Warrant)  representing any unexercised  portion of this Warrant.  Each person in
whose name any certificate  for shares of Common Stock is issued shall,  for all
purposes,  be deemed to have  become the holder of record of such  shares on the
Date of Exercise of this Warrant,  irrespective  of the date of delivery of such
certificate.  Nothing in this Warrant shall be construed as conferring  upon the
holder hereof any rights as a shareholder of the Company.

         2.       Payment of Warrant Exercise Price.

         Payment of the Exercise Price may be made by any of the following, or a

                                      -1-
<PAGE>

combination thereof, at the election of the Holder:

         (i)      cash, check or wire transfer; or

         (ii)  surrender of this Warrant at the principal  office of the Company
together with notice of election,  in which event the Company shall issue Holder
a number of shares of Common Stock computed using the formula:

                                    X = Y (A-B)/A

where:
         X = the number of shares of Common Stock to be issued to Holder (not to
         exceed  the  number  of  shares  set  forth on the  cover  page of this
         Warrant,  as adjusted  pursuant to the  provisions of Section 4 of this
         Warrant).

         Y = the  number  of  shares  of  Common  Stock  for  which  Warrant  is
         exercisable.

         A = the Market Price of one share of Common Stock (for purposes of this
         Section  2(ii),  the "Market Price" shall be defined as the closing bid
         price of the Common Stock for the last trading day  preceding  the Date
         of Exercise of this Warrant, as reported by the National Association of
         Securities  Dealers Automated  Quotation System  ("NASDAQ"),  or if the
         Common  Stock is not traded on  NASDAQ,  the  Closing  Bid Price in the
         over-the-counter market; provided, however, that if the Common Stock is
         listed on a stock exchange, the Market Price shall be the closing price
         on such exchange.

         B = the Exercise Price.


         3.       Transfer and Registration.

         Subject to the  provisions of Section 7 of this  Warrant,  this Warrant
may be transferred on the books of the Company,  wholly or in part, in person or
by attorney,  upon surrender of this Warrant properly endorsed,  with signature.
This Warrant shall be canceled upon such  surrender  and, as soon as practicable
thereafter,  the  person to whom such  transfer  is made  shall be  entitled  to
receive a new Warrant or Warrants as to the portion of this Warrant transferred,
and the holder of this  Warrant  shall be  entitled  to receive a new Warrant or
Warrants as to the portion hereof retained.

         4.       Fractional Interests.

         No fractional shares or scrip  representing  fractional shares shall be
issuable upon the Exercise of this Warrant, but on Exercise of this Warrant, the
holder hereof may purchase  only a whole number of shares of Common  Stock.  The
Company shall make a payment in cash in respect of any  fractional  shares which
might  otherwise  be issuable  upon  Exercise  of this  Warrant,  calculated  by
multiplying  the  fractional  share amount by the closing price of the Company's
Common Stock on the Date of Exercise as reported by the NASDAQ  National  Market
or such other exchange on which the Company's Common Stock is principally quoted
or traded on.

         5.       Reservation of Shares.

         The  Company  shall at all times  reserve for  issuance  such number of
authorized and unissued share of Common Stock (or other  securities  substituted
therefor as herein above  provided) as shall be sufficient  for Exercise of this
Warrant. The Company covenants and agrees that upon Exercise of the Warrant, all
shares of Common Stock  issuable  upon such  Exercise  shall be duly and validly
issued,  fully paid,  nonassessable  and not subject to preemptive rights of any
shareholders.

                                      -2-
<PAGE>

         6.       Restrictions on Transfer.

         This Warrant and the Common Stock issuable on Exercise  hereof have not
been  registered  under the Securities  Act of 1933, as amended,  and may not be
sold, transferred, pledges, hypothecated or otherwise disposed of in the absence
of registration or the availability of an exemption from registration under said
Act, and any share of Common Stock  issued upon  Exercise of this Warrant  shall
bear an appropriate legend to that effect.

         7.       Benefits of this Warrant.

         Nothing in this  Warrant  shall be  construed to confer upon any person
other than the  Company and the holder of this  Warrant  any legal or  equitable
right, remedy or claim under this Warrant and this Warrant shall be for the sole
and exclusive benefit of the Company and the holder of this Warrant.

         8.       Applicable Law.

         This  Warrant is issued under and shall for all purposes be governed by
and construed in accordance with the laws of the Commonwealth of Virginia.


         9.       Loss of Warrant.

         Upon receipt by the Company of evidence of the loss, theft, destruction
or mutilation of this Warrant,  and (in the case of loss,  theft or destruction)
of  indemnity  or security  reasonably  satisfactory  to the  Company,  and upon
surrender  and  cancellation  of this Warrant,  if mutilated,  the Company shall
execute and deliver a new Warrant of like tenor and date.

         10.      Notice to Company.

         Notices or demands  pursuant to this Warrant to be given or made by the
holder of this Warrant to or on the Company shall be sufficiently  given or made
if sent by certified or  registered  mail,  return  receipt  requested,  postage
prepaid,  and addressed,  until another  address is designated in writing by the
Company, Network Imaging Corporation,  500 Huntmar Park Drive, Herndon, Virginia
20170-5100, Attention: Chief Executive Officer.


         IN WITNESS WHEREOF, this Warrant is hereby executed effective as of the
date set forth below.


Dated as of: July 9, 1997

                                            NETWORK IMAGING CORPORATION



                                            By: 
                                               -----------------------------  
                                               James J. Leto
                                            Title: President and Chief Executive
                                                   Officer






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