Placement Agency Agreement


                                                       July 2, 1997

The Zanett Securities Corporation
767 Fifth Avenue
New York, New York 10153

Gentlemen:

         This  agreement   ("Agreement")   will  confirm  that  Network  Imaging
Corporation,  a Delaware  corporation (the  "Company"),  has retained The Zanett
Securities  Corporation  ("Zanett" or the  "Placement  Agent") as its  exclusive
placement agent to assist the Company,  during the six-week period commencing on
the date hereof  ("Term"),  on a  "best-efforts"  basis,  with the  placement of
shares of the Company's  Series K preferred stock (the  "Preferred  Shares") and
Warrants  (the  "Warrants")  to purchase  shares of the  Company's  Common Stock
("Common  Stock"),  at  an  aggregate  purchase  price  of  up  to  $11,000,000,
substantially on the terms and conditions set forth herein. The Preferred Shares
will be convertible into shares of Common Stock substantially upon the terms and
subject to the limitations and conditions set forth in the term sheet,  attached
hereto as Exhibit A ("Term  Sheet").  The  Company  agrees that during the Term,
Zanett shall have the exclusive  right to offer and place the  Preferred  Shares
and the Warrants and that all conversations,  negotiations,  documents and other
materials  exchanged  between the Company and the  Placement  Agent shall not be
disclosed or released to any third party  without the prior  written  consent of
Zanett;  provided,  that the Company may disclose such  materials to its counsel
and accountants and may disclose the terms of the Offering to Friedman, Billings
& Ramsey so long as each of such parties  agrees to respect the  confidentiality
obligations established hereby in accordance with the terms hereof.

         The  Preferred  Shares are being offered to  "accredited  investors" in
accordance  with  Regulation D promulgated  under the Securities Act of 1933, as
amended  (the  "Securities   Act").  Each  prospective   investor   ("Investor")
subscribing to purchase the Preferred Shares will be required to deliver,  among
other  things,  a  securities  purchase  agreement  between  the Company and the
Investor  ("Securities  Purchase  Agreement")  in form and substance  reasonably
satisfactory to Zanett and the Company, representing and warranting, among other
things,  that such Investor is an "accredited  investor" as such term is defined
in  Regulation  D.  Contemporaneous  with  the  execution  and  delivery  of the
Securities  Purchase  Agreement,  the  Investors  shall  execute  and  deliver a
Registration Rights Agreement (the "Registration  Rights Agreement") in form and
substance  reasonably  satisfactory to Zanett and the Company  pursuant to which
the Company  will agree to provide the  Investors  certain  registration  rights
under the Securities Act.

         The Securities Purchase Agreement and the Registration Rights Agreement
are referred to herein collectively as the "Offering Documents." The offering of
Preferred Shares and Warrants described in the Offering Documents is referred to
herein as the "Offering."

         1. Appointment of Placement Agent. Zanett is hereby appointed Placement
Agent of the  Company  for the  purposes  of  assisting  the  Company in finding
qualified   Investors  to  participate  in  the  Offering.   In  accepting  this
engagement, Zanett represents to the Company it is registered as a broker dealer
under the laws of the  United  States  and will not  solicit  any  person in any
jurisdiction in which it is not registered as a broker dealer. Moreover,  Zanett
shall not engage in any  "general  advertising"  or  "general  solicitation"  in
connection  with the  Offering,  as such terms are defined in Regulation D under
the Securities Act. The Investors are required to submit, by wire transfer, full
payment  for  their  respective  investments  at the time  they  enter  into the

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Securities  Purchase  Agreement  and all such payments  received from  Investors
shall be held in an escrow  account at First Union  National  Bank of Georgia or
such other  reputable  entity as may be designated  by the Placement  Agent (the
"Escrow Agent").  On the basis of the representations and warranties and subject
to the terms and conditions contained herein,  Zanett hereby accepts such agency
and agree to assist the Company in finding qualified Investors to participate in
the Offering.  In performing  services  hereunder Zanett shall only utilize such
information  as is contained in the Offering  Documents,  the SEC  Documents (as
defined below) or in publicly  available  documents and information  provided to
Zanett or its  representatives  by the Company in connection with its engagement
hereunder and Zanett shall not make any  statements  to any Investors  which are
inconsistent with such information.  Zanett's agency hereunder is not terminable
by the Company  except  upon  termination  of the  Offering or at the end of the
Term. Upon  termination of the Offering,  all  subscriptions  received,  if any,
shall be returned to Investors.

         2. Closing; Placement Fee and Warrant; Expenses.

                  (a) Closing.  Upon  satisfaction  of the conditions to closing
contained in the Securities Purchase Agreement,  the closings (each a "Closing")
of the purchase and sale of the Preferred  Shares and Warrants  shall take place
at the  offices of Klehr,  Harrison,  Harvey,  Branzburg  & Ellers or such other
mutually agreed place, at such times and dates (the "Closing Dates") agreed upon
between the Placement Agent, the Investors and the Company.

                  (b) Procedures at Closing.  At each Closing:

                           (i) The  Placement  Agent on behalf of itself and the
Investors shall receive the opinion of Company's outside legal counsel, dated as
of the applicable Closing Date, in such form as may be reasonably  acceptable to
the Placement Agent and its counsel.

                           (ii) Counsel for  the  Placement  Agent shall receive
certificates  from the  Company,  signed by the  President  or a Vice  President
thereof,  certifying  that  attached  thereto  is a true  and  correct  copy  of
resolutions  adopted by the  Company's  Board of Directors  authorizing  (A) the
execution,  delivery and performance of this Agreement,  the Placement  Warrants
(as defined below), the Securities Purchase  Agreement,  the Registration Rights
Agreement and other documentation related to the Offering,  and (B) the issuance
of the Preferred  Shares and Warrants and the Common Stock and other  securities
(if any)  issuable upon  conversion of the Preferred  Shares and exercise of the
Warrants and the Placement  Warrants,  and certifying that such resolutions have
not been modified, rescinded or amended and are in full force and effect.

                           (iii) The Certificate of Designation  shall have been
accepted for filing with the Secretary of State of Delaware,  and a copy thereof
certified by such  Secretary of State shall be delivered to the Placement  Agent
on behalf of itself and the Investors.

                           (iv) The  Placement   Agent  shall  have  received  a
certificate of good standing of the Company, dated as of a recent date, from the
Secretary of State of the State of Delaware.

                           (v) There  shall  be  delivered  on   behalf  of each
Investor two copies of the Securities Purchase Agreement and Registration Rights
Agreement signed by each Investor and accepted by the Company.

                           (vi) Each Investor shall have delivered to the Escrow
Agent the full purchase price for his  respective  number of shares of Preferred
Shares and Warrants being purchased at such Closing.

                           (vii) The  Company shall have delivered duly executed
certificates (in such denominations as such Investor shall request) representing

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the  Preferred  Shares and  Warrants  being so  purchased at such Closing to the
Escrow Agent.

                           (viii) The Company shall have delivered duly executed
warrant  certificates  (in  such  denominations  as the  Placement  Agent  shall
request)  representing  the  Placement  Warrants  being  issued to  Zanett,  its
affiliates, assigns or designees at such Closing.

                           (ix) The  Company   and  the  Placement  Agent  shall
instruct  the  Escrow  Agent  to pay to the  Company  the  purchase  price  (the
"Purchase  Price") for the Preferred Shares and Warrants  subscribed for at such
Closing,  less the Placement Agent Fee (as defined  below),  out of the funds on
deposit in the escrow  account,  as such funds are received from Investors whose
Securities Purchase Agreement have been accepted.

                  (c)  Placement  Fee.   Simultaneously  with  payment  for  and
delivery  of the  Preferred  Shares  and  Warrants  at each  Closing  under  the
Securities  Purchase  Agreement as provided in paragraph 2(a) above,  the Escrow
Agent shall pay to the  Placement  Agent from the funds on deposit a  commission
equal to eight  percent (8%) of the  aggregate  gross  proceeds  received by the
Company from the sale of the Preferred  Shares and Warrants sold at such Closing
(the "Placement Agent Fee"). Such Placement Agent Fee shall be payable to Zanett
by wire transfer, in accordance with Zanett's written wiring instructions.

                  (d) Warrants.  In addition to the Placement Agent Fee, at each
Closing under the Securities Purchase Agreement,  the Company shall issue to the
Placement Agent, its affiliates,  assigns or designees, warrants (the "Placement
Warrants") in substantially  the form of the Warrants (except that the Placement
Warrants will have an exercise price equal to the closing price of the Company's
Common Stock on the date of the First Closing) to purchase such number of shares
of the Company's Common Stock, as is equal to eight percent (8%) of the quotient
obtained by dividing the aggregate  Purchase  Price of all Preferred  Shares and
Warrants  issued at such Closing  divided by the initial  exercise  price of the
Placement  Warrants.  The shares of the  Company's  Common Stock  issuable  upon
exercise of the Placement  Warrants shall  constitute  "Registrable  Securities"
under the Registration Rights Agreement.

                           The certificates representing the Placement  Warrants
shall be in such  denominations  as Zanett may  request  prior to  Closing.  The
shares of the  Company's  Common Stock  issuable  upon exercise of the Placement
Warrants shall herein be referred to as the "Warrant Shares."

                  (e) Expenses of Offering. The Company shall be responsible for
and  shall  bear  all  expenses  directly  and  necessarily  incurred  by  it in
connection  with the  Offering  including,  but not limited  to, the  following:
filing fees,  registrar and transfer agent fees,  investigatory fees (including,
but not limited to travel and lodging expenses), issuer's counsel and accounting
fees, blue sky fees and counsel, if any and issue and transfer taxes, if any. In
the event a Closing does not occur during the Term, the Company shall  reimburse
the  Placement  Agent for its  reasonable  out-of-pocket  expenses  incurred  in
connection  with the Offering  (the amount of such  reimbursement  not to exceed
$17,500).

                  (f)  Lockup.  The  Company  agrees  that,  during  the  period
beginning on the date hereof and ending eighteen (18) months following the later
of the date hereof and the date of the first Closing (the "Lock Up Period"),  it
will not, without the prior written consent of the Placement Agent, negotiate or
contract  with any  Investor  or any other  party  introduced  to the Company by
Placement Agent to obtain additional equity financing  (including debt financing
with an equity component) in any form.

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         3. Representations and Warranties and Covenants of the Company.

                  (a) The Company  represents  and  warrants to Zanett that this
Agreement has been duly  authorized,  executed and delivered by the Company and,
assuming the due  execution by Zanett,  constitutes  a legal,  valid and binding
agreement of the Company, enforceable against the Company in accordance with its
terms.

                  (b) The Company  has  delivered  to Zanett  true and  complete
copies of all reports, schedules, forms, statements and other documents required
to be filed by the Company on or after December 31, 1993 with the Securities and
Exchange  Commission (the "SEC")  pursuant to the reporting  requirements of the
Securities  Exchange Act of 1934,  as amended (the  "Exchange  Act") (all of the
foregoing filed prior to the date hereof and all exhibits  included  therein and
financial  statements and schedules  thereto and documents (other than exhibits)
incorporated by reference  therein,  being  hereinafter  referred to as the "SEC
Documents").  As of their respective  dates,  the SEC Documents  complied in all
material  respects with the  requirements  of the Exchange Act and the rules and
regulations of the SEC promulgated  thereunder  applicable to the SEC Documents,
and,  except as set forth in the Offering  Documents  (including  the  schedules
thereto) at the time of the first closing thereunder, none of the SEC Documents,
at the time they were filed with the SEC,  contained  any untrue  statement of a
material fact or omitted to state a material fact required to be stated  therein
or  necessary  in  order  to  make  the  statements  therein,  in  light  of the
circumstances under which they were made, not misleading. As of their respective
dates,  the financial  statements  of the Company  included in the SEC Documents
complied  as to  form  in  all  material  respects  with  applicable  accounting
requirements  and the published  rules and  regulations  of the SEC with respect
thereto.  Such  financial  statements  have been  prepared  in  accordance  with
generally  accepted  accounting  principles,  consistently  applied,  during the
periods  involved  (except (i) as may be otherwise  indicated in such  financial
statements  or the  notes  thereto,  or (ii) in the  case of  unaudited  interim
statements,  to the extent they may not include footnotes or may be condensed or
summary statements) and fairly present in all material respects the consolidated
financial  position of the Company and its  consolidated  subsidiaries as of the
dates thereof and the  consolidated  results of their  operations and cash flows
for the periods then ended  (subject,  in the case of unaudited  statements,  to
normal  year-end  audit  adjustments).  Except  as set  forth  in the  financial
statements  of the  Company  included in the SEC  Documents,  the Company has no
liabilities, contingent or otherwise, other than (i) liabilities incurred in the
ordinary  course  of  business   subsequent  to  December  31,  1996,  and  (ii)
obligations  under contracts and commitments  incurred in the ordinary course of
business and not required under generally accepted  accounting  principles to be
reflected in such financial statements, which, individually or in the aggregate,
are not material to the financial condition or operating results of the Company.

                  (c) The Company  recognizes  and  confirms  that Zanett (i) is
authorized  to assist the Company in the  structuring  of the Offering  with any
prospective purchaser who is an "accredited investor" as defined in Regulation D
under the Securities Act and to provide copies of the SEC Documents and forms of
the Securities  Purchase Agreement and other legal  documentation to prospective
purchasers of the Company's  securities in connection  with the  performance  of
Zanett's  services  hereunder  and (ii) does not assume  responsibility  for the
accuracy or completeness of the SEC Documents or the Offering Materials.

                  (d)  In  addition  to  the   foregoing,   the  Company  hereby
incorporates  by  reference  all  of  the  representations  and  warranties  and
covenants to be set forth in the  Securities  Purchase  Agreement  and the other
Offering  Documents with the same force and effect as if specifically  set forth
herein.

                  (e) In the  event any  current  officer,  director,  employee,
consultant  or other agent ceases,  subsequent to the date hereof,  to have such

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relationship  with the Company and such  cessation  has, or is likely to have, a
material  adverse  effect on the Company,  taken as a whole,  the Company  shall
promptly notify Zanett of such event, which  notification shall  comprehensively
describe such circumstances.  The Company shall, on a regular basis,  provide to
Zanett updates of any material litigation and/or governmental  proceedings which
could  reasonably be expected to have a material  adverse effect on the business
of the Company. The Company shall promptly provide to Zanett notice of any event
of default  under any  agreement or other  document with any lender or holder of
any  security  of  the  Company.  Anything  contained  herein  to  the  contrary
notwithstanding,  Placement Agent's  obligations to proceed with the Offering is
conditioned upon Placement  Agent's due diligence  investigation of the Company.
Zanett  shall be fully  informed by the Company of any events which might have a
material  affect on the  financial  condition  of the  Company.  If, in Zanett's
opinion, the condition of the Company, financial or otherwise, and its prospects
are  affected  in a  material  and/or  adverse  manner  and do not  fulfill  our
expectations,  Zanett shall have the sole discretion to review and determine its
continued  interest  the  Offering.  Any  information  included in the  Offering
Documents  (including  the  schedules  thereto) at the time of the first closing
thereunder shall constitute notification to Zanett hereunder.

                  (f) The Company shall make available,  during regular business
hours, all records and books of account of the Company for inspection by Zanett.
The Company shall permit Zanett,  during regular  business hours, to inspect its
properties.

                  (g)  The  Company  has  the  requisite   corporate  power  and
authority to enter into and perform this  Agreement  and to issue the  Placement
Warrants in accordance with the terms hereof. The execution and delivery of this
Agreement  by  the  Company  and  the  consummation  by it of  the  transactions
contemplated  hereby (including without limitation the issuance of the Placement
Warrants  and the  reservation  of the Warrant  Shares  issuable  upon  exercise
thereof ) have been duly  authorized by the Company's  Board of Directors and no
further consent or authorization of the Company, its Board of Directors,  or its
shareholders is required.

                  (h) The Placement  Warrants (and the Warrant  Shares  issuable
upon exercise of the Placement Warrants) are duly authorized and validly issued,
fully paid and  non-assessable,  and free from all taxes, liens and charges with
respect to the issue  thereof and shall not be subject to  preemptive  rights or
other similar rights of shareholder of the Company.

                  (i) The execution,  delivery and performance of this Agreement
by the  Company  and  the  consummation  by  the  Company  of  the  transactions
contemplated  hereby  will  not  (A)  result  in a  violation  of the  Company's
Certificate  of  Incorporation  or By-laws or (B) conflict with, or constitute a
default (or an event  which with notice or lapse of time or both would  become a
default)  under,  or  give to  others  any  rights  of  termination,  amendment,
acceleration or cancellation of, any agreement, indenture or instrument to which
the Company is a party,  or result in a violation of any law, rule,  regulation,
order,  judgment  or decree  (including  federal and state  securities  laws and
regulations)  applicable to the Company or by which any property or asset of the
Company is bound or  affected  (except,  with  respect to clause  (B),  for such
conflicts, defaults, terminations, amendments, accelerations,  cancellations and
violations  as would  not,  individually  or in the  aggregate,  have a material
adverse effect on the operation, properties, prospects or financial condition of
the Company ("Material  Adverse  Effect")).  Except as set forth in the Offering
Documents  (including  the  schedules  thereto) at the time of the first closing
thereunder,  the Company is not in violation of its Certificate of Incorporation
or By-laws and is not in default (and no event has occurred which with notice or
lapse of time of both would put the Company in default) under, or give to others
any rights of  termination,  amendment,  acceleration  or  cancellation  of, any
agreement,  indenture or instrument to which the Company is a party,  except for
possible  defaults  as  would  not,  individually  or in the  aggregate,  have a

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Material Adverse Effect. The business of the Company is not being conducted, and
shall not be conducted,  in violation of any law, ordinance or regulation of any
governmental  entity,  except for possible  violations which either singly or in
the  aggregate do not have a Material  Adverse  Effect.  Except as  specifically
contemplated  by this Agreement and as required under the Securities Act and any
applicable  state  securities  laws,  the  Company is not  require to obtain any
consent, authorization or order of, or make any filing or registration with, any
court or  governmental  agency or any  regulatory or self  regulatory  agency in
order for it to execute,  deliver or perform any of its  obligations  under this
Agreement in accordance with the terms hereof.

                  (j) The  Company  shall  at all  times  have  authorized,  and
reserved for the purpose of issuance,  a sufficient  number of Warrant Shares to
provide for the full exercise of the outstanding Placement Warrants.

                  (k) The  Company  shall  promptly  secure  the  listing of the
Warrant  Shares upon each national  securities  exchange or automated  quotation
system,  if any,  upon which shares of Common Stock are then listed  (subject to
official notice of issuance) and shall maintain,  so long as any other shares of
Common Stock shall be so listed, such listing of all Warrant Shares from time to
time issuable upon exercise of the Warrants.

                  (l) For so long as any Preferred Shares are  outstanding,  the
Company  shall (i) inform  Zanett of the time,  place and subject  matter of any
informal or formal  meetings of its Board of Directors  (including any executive
or similar committee thereof) at the same time that it provides such information
to its directors  entitled to participate in such meeting and (ii) permit Zanett
to designate one individual to attend and participate in each of such meetings.

         4. Publicity.  The Company shall not make any reference to Zanett or to
any of its  affiliates in any release or other  communication  without  Zanett's
prior  written  consent.  Without  Zanett's  prior  written  consent,  no advice
rendered by Zanett in connection with the services  performed by Zanett pursuant
to  this   Agreement   will  be  quoted  by  the  Company,   its  affiliates  or
representatives nor will any such advice be referred to in any report, document,
release or other communication,  whether oral or written,  prepared or issued or
transmitted by such person,  except to the extent required by law (in which case
the  appropriate  party shall so advise  Zanett in writing prior to such use and
shall  consult  with  Zanett  with  respect  to  the  form  and  timing  of  the
disclosure).

         5. Indemnification and Contribution.

                  (a)  To  the  extent   permitted  by  law,  the  Company  will
indemnify, hold harmless and defend Zanett and each of its directors,  officers,
partners,  members, employees, agents and each person who controls Zanett within
the  meaning of the  Securities  Act or the  Exchange  Act,  if any,  (each,  an
"Indemnified  Person"),  against any joint or several losses,  claims,  damages,
liabilities  or expenses  (collectively,  together with actions,  proceedings or
inquiries by any regulatory or self-regulatory  organization,  whether commenced
or  threatened,  in respect  thereof,  "Claims") to which any of them may become
subject  insofar  as  such  Claims  arise  out of or are  based  upon:  (i)  any
transaction contemplated by this Agreement, the retention of Zanett as Placement
Agent under this Agreement,  the performance of services by Zanett  hereunder or
any  involvement  or alleged  involvement  of Zanett in the Offering or (ii) any
breach  of  any  of  the  Company's  representations,  warranties  or  covenants
contained herein.  The Company shall reimburse each of the Indemnified  Persons,
promptly  as such  expenses  are  incurred  and are  due  and  payable,  for any
reasonable  legal fees or other reasonable  expenses  incurred by an Indemnified
Person  in  connection   with   investigating   or  defending  any  such  Claim.
Notwithstanding  anything to the contrary contained herein, the  indemnification
agreement  contained in this Section 5(a) shall not (i) apply in instances where

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the Claims  were  primarily  the result of  Zanett's  gross  negligence,  wilful
misconduct  or violation of any law,  regulation  or  obligation of Zanett under
this  Agreement,  and (ii) apply to amounts paid in  settlement  of any Claim if
such  settlement is effected  without the prior written  consent of the Company,
which consent shall not be unreasonably withheld.

                  (b) Promptly after receipt by an Indemnified Person under this
Section  5  of  notice  of  the  commencement  of  any  action   (including  any
governmental  action),  such  Indemnified  Person  shall,  if a Claim in respect
thereof is made against the Company under this Section 5, deliver to the Company
a written  notice of the  commencement  thereof,  and the Company shall have the
right to  participate  in, and, to the extent the Company so desires,  to assume
control of the defense thereof with counsel mutually satisfactory to the Company
and the Indemnified Person; provided,  however, that an Indemnified Person shall
have the right to retain its own counsel,  with the fees and expenses to be paid
by the  Company,  if, in the  reasonable  opinion  of  counsel  retained  by the
Indemnified Person, the representation by such counsel of the Indemnified Person
and the Company  would be  inappropriate  due to actual or  potential  differing
interests between such Indemnified Person and any other party represented by the
Company's  counsel in such  proceeding.  To the extent the  Indemnified  Persons
retain counsel pursuant to the immediately preceding sentence, the Company shall
pay for only one separate legal counsel for the  Indemnified  Persons,  and such
legal  counsel  shall be selected  by  Placement  Agent.  The failure to deliver
written notice to the Company within a reasonable  time of the  commencement  of
any  such  action  shall  not  relieve  the  Company  of  any  liability  to the
Indemnified  Person  under this Section 5, except to the extent that the Company
is actually prejudiced in its ability to defend such action. The indemnification
required  by this  Section 5 shall be made by  periodic  payments  of the amount
thereof  during the course of the  investigation  or defense,  as such  expense,
loss, damage or liability is incurred and is due and payable.

                  (c) To the extent  any  indemnification  by the  Company of an
Indemnified  Person is prohibited or limited by law or otherwise  unavailable in
respect of any Claim, the Company agrees to make the maximum  contribution  with
respect to any amounts for which it would otherwise be liable under Section 5 to
the  fullest  extent  permitted  by  law.  In this  regard,  the  Company  shall
contribute to the amount paid or payable by such Indemnified  Person as a result
of any such Claim (i) in such portion as is  appropriate to reflect the relative
benefits received by the Company,  on the one hand, and the Indemnified  Person,
on the  other,  from the  structuring  and  issuance  of the  securities  in the
Offering or any other transaction in which Zanett rendered services hereunder or
(ii) if the  allocation  provided  by  clause  (i)  above  is not  permitted  by
applicable  law, in such  proportion as is  appropriate  to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Company,  on the one hand, and of the Indemnified  Person,  on the other, in
connection  with untrue  statements  or omissions  or other  actions (or alleged
untrue  statements,  omissions or other actions) which resulted in such Claim as
well as any other  relevant  equitable  considerations.  The  relative  benefits
received by the Company,  on the one hand, and the  Indemnified  Person,  on the
other,  shall be deemed to be in the same proportion as the total gross proceeds
received by the Company in the  Offering  or any other  financing  bears to such
Indemnified Person's compensation.  The relative fault of the Company on the one
hand and of the Indemnified Person on the other shall be determined by reference
to, among other  things,  whether such untrue  statements  or omissions or other
actions (or alleged untrue  statements,  omissions or other  actions)  relate to
information  supplied or action taken by the Company, on the one hand, or by the
Indemnified  Person,  on the other, and the relevant  persons'  relative intent,
knowledge,  access to  information  and  opportunity  to correct or prevent such
untrue statements, omission or actions. The amount paid or payable by a party as
a result of the Claim  shall be deemed  to  include  any legal or other  fees or
expenses  reasonably  incurred by such party in connection with investigating or
defending any action or claim. The Company and Zanett agree that it would not be
just and equitable if contribution pursuant to this Section 5 were determined by
pro rata  allocation  or by any other method of  allocation  which does not take
account of the equitable considerations referred to above.

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<PAGE>

                  (d) The aforesaid indemnity and contribution  agreements shall
apply to any related activities engaged in by any Indemnified Person on or after
the date hereof and to any modification of Zanett's  engagement  hereunder,  and
shall remain in full force and effect regardless of any investigation made by or
on  behalf  of  Placement  Agent  or  any of its  agents,  employees,  officers,
directors  or  controlling  persons  and  shall  survive  the  issuance  of  any
securities in any transaction referred to hereunder (including the Offering) and
any termination of this Agreement or Placement Agent's engagement hereunder. The
Company agrees to promptly  notify Zanett of the  commencement of any litigation
or proceeding against it or any of its directors,  officers, agents or employees
in connection with the transactions contemplated hereby.

                  (e) The Company also agrees that no  Indemnified  Person shall
have  any  liability  (whether  direct  or  indirect,  in  contract  or  tort or
otherwise) to the Company,  its owners,  creditors or security holders for or in
connection with advice or services rendered or to be rendered by Zanett pursuant
to this  Agreement,  the  transactions  contemplated  hereby or any  Indemnified
Person's  actions or inactions in connection  with any such advice,  services or
transactions  except for liabilities (and related  expenses) of the Company that
are determined by a final judgment of a court of competent  jurisdiction to have
resulted  primarily  from such  Indemnified  Party's gross  negligence or wilful
misconduct in connection with any such advice, actions, inactions or services or
from  Zanett's  violation of any law,  regulation  or obligation of Zanett under
this Agreement.

         6. Survival of Certain Provisions. The representations,  warranties and
covenants provisions contained in Section 3 and Section 5 shall remain operative
and in full force and  effect  until that date which is three (3) years from the
date hereof  regardless of (a) any  completion or  termination  of any financing
contemplated by this Agreement (including the Offering),  (b) any termination of
this Agreement, or (c) any investigation made by or on behalf of Placement Agent
or any affiliate of Placement  Agent, and shall be binding upon, and shall inure
to the benefit of, any successors,  assigns, heirs and personal  representatives
of the Company, Zanett, the Indemnified Parties and any holder of Warrants.

         7. Miscellaneous.

                  (a) All notices,  requests,  demands and other  communications
which are  required or may be given  hereunder  shall be in writing and shall be
deemed to have been duly given when delivered  personally,  receipt acknowledged
or five (5) days after  being  sent by  registered  or  certified  mail,  return
receipt requested,  postage prepaid. All notices shall be made to the parties at
the addresses  designated  above or at such other or different  addresses  which
party may  subsequently  provided with notice thereof,  and, to their respective
legal counsel, as follows:

                           (i)  If to Placement Agent, to

                                The Zanett Securities Corporation
                                767 Fifth Avenue
                                New York, NY 10153
                                Attn.: Claudio Guazzoni

                                  -with a copy to -

                                Klehr, Harrison, Harvey, Branzburg & Ellers
                                1401 Walnut Street
                                Philadelphia, PA 19102
                                Attn.: Todd L. Silverberg, Esquire

                                      -8-
<PAGE>

                           (ii) If to the Company, to

                                Network Imaging Corporation
                                500 Huntmar Park Drive
                                Herndon, VA 20170
                                Attn.:  President

                                  -with a copy to -

                                General Counsel's Office
                                Network Imaging Corporation
                                500 Huntmar Park Drive
                                Herndon, VA 20170

                  (b) This  Agreement may be executed  simultaneously  in two or
more counterparts,  each of which shall be deemed an original,  but all of which
shall constitute one and the same instrument. This Agreement, once executed by a
party, may be delivered to the other parties hereto by facsimile transmission of
a copy of this Agreement  bearing the signature of the party so delivering  this
Agreement.

                  (c) This  Agreement  shall be governed  by, and  construed  in
accordance  with,  the  laws of the  State of New York  (without  regard  to its
conflict of laws  provisions).  The Company  hereby  irrevocably  submits to the
exclusive  jurisdiction  of the Federal and New York state courts located in the
City of New York in connection  with any suit,  action or proceeding  related to
this Agreement or any of the matters contemplated hereby, irrevocably waives any
defense of lack of personal  jurisdiction and irrevocably agrees that all claims
in respect of any suit,  action or proceeding may be heard and determined in any
such  court.  The  Company  irrevocably  waives,  to the  fullest  extent it may
effectively  do so  under  applicable  law  any  objection  which  it may now or
hereafter  have to the  laying of venue of any such suit,  action or  proceeding
brought  in any  such  court  and any  claims  that  any such  suit,  action  or
proceeding brought in any such court has been brought in an inconvenient  forum.
The Company further agrees to pay or reimburse  Zanett for all reasonable  costs
and expenses  incurred by Placement  Agent in connection with the enforcement of
any of its  right  under  this  Agreement,  including  without  limitation,  all
attorneys fees and expenses of its counsel.

                  (d) The section  headings in this Agreement have been inserted
as a matter of convenience of reference and are not a part of this Agreement.

                  (e) This Agreement may not be  modified  or amended  except in
writing duly sworn by the parties hereto.

                  (f) If any term, provision,  covenant or restriction contained
in this  Agreement  is  held  by a court  of  competent  jurisdiction  or  other
authority to be invalid,  void,  unenforceable or against its regulatory policy,
the remainder of the terms, provisions,  covenants and restrictions contained in
this  Agreement  shall  remain in full  force and  effect and shall in no way be
affected, impaired or invalidated.

                  (g)  Each  party to this  Agreement  has  participated  in the
negotiation  and drafting of this  Agreement.  As such, the language used herein
shall be deemed to be the language chosen by the parties hereto to express their
mutual intent,  and no rule of strict  construction  will be applied against any
party to this Agreement.






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                                      -9-
<PAGE>



         Please  sign and return  the  original  and one copy of this  letter to
indicate your acceptance of the terms set forth herein whereupon this letter and
your  acceptance  shall  constitute  a  binding  agreement  between  you and the
Company.


                                                Very truly yours,

                                                NETWORK IMAGING CORPORATION



                                                By:
                                                   -------------------------
                                                   Name:
                                                   Title:


Accepted and Agreed to
this 2nd day of July, 1997.


THE ZANETT SECURITIES CORPORATION


By:
   -------------------------
   Name:  Claudio Guazzoni
   Title: Managing Director































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