VOID AFTER 5:00 P.M. NEW YORK CITY
         TIME ON JULY 27, 2002



         THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
         NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
         "SECURITIES  ACT") OR THE SECURITIES LAWS OF ANY STATE.  THE SECURITIES
         REPRESENTED  HEREBY MAY NOT BE OFFERED,  SOLD OR OTHERWISE  TRANSFERRED
         UNLESS THE  SECURITIES  ARE  REGISTERED  UNDER THE  SECURITIES  ACT AND
         APPLICABLE STATE  SECURITIES LAWS, OR ANY SUCH OFFER,  SALE OR TRANSFER
         IS MADE  PURSUANT  TO AN  AVAILABLE  EXEMPTION  FROM  THE  REGISTRATION
         REQUIREMENTS OF THOSE LAWS.

                                       Right to Purchase 112,500 Shares of
                                       Common Stock, par value $.0001 per share

Date: July 28, 1997

                           NETWORK IMAGING CORPORATION
                         CASHLESS STOCK PURCHASE WARRANT

         THIS CERTIFIES THAT, for value received, CAPITAL VENTURES INTERNATIONAL
or its  registered  assigns,  is  entitled  to  purchase  from  Network  Imaging
Corporation, a Delaware corporation (the "Company"), at any time or from time to
time during the period  specified in Section 2 hereof,  up to One Hundred Twelve
Thousand  Five  Hundred  (112,500)  fully paid and  nonassessable  shares of the
Company's  common  stock,  par value  $.0001 per share (the  "Common  Stock") by
effecting a cashless exercise in accordance with Section 1 hereof.  For purposes
of this Warrant,  the exercise price per share (the  "Exercise  Price") shall be
equal to $2.40. The number of shares of Common Stock purchasable  hereunder (the
"Warrant  Shares") and the Exercise  Price are subject to adjustment as provided
in  Section 4 hereof.  The term  "Warrants"  means  this  Warrant  and the other
warrants of the Company issued pursuant to the terms of the Securities  Purchase
Agreement  dated July 28, 1997 by and  between  the  Company and the  purchasers
listed on the execution pages thereof (the "Securities Purchase Agreement").



         This  Warrant  is  subject  to the  following  terms,  provisions,  and
conditions:

         1. Manner of Exercise; Issuance of Certificates; Payment for Shares.

                  (a)  Subject  to the  provisions  hereof,  including,  without
limitation,  the limitations  contained in Section 7 hereof, this Warrant may be
exercised by the holder  hereof,  in whole or in part,  by the surrender of this
Warrant,  together  with a completed  exercise  agreement  in the form  attached
hereto (the "Exercise  Agreement"),  to the Company during normal business hours
on any business day at the Company's  principal executive offices (or such other
office or agency of the  Company  as it may  designate  by notice to the  holder
hereof),  which notice shall  include a  calculation  of the number of shares of
Common  Stock to be  issued  upon such  exercise  in  accordance  with the terms
hereof.  The  Warrant  Shares so  purchased  shall be deemed to be issued to the
holder hereof or such holder's designee,  as the record owner of such shares, as
of the close of  business  on the date on which  this  Warrant  shall  have been
surrendered,  the completed  Exercise  Agreement shall have been delivered,  and
payment shall have been made for such shares as set forth above.

                                      -1-
<PAGE>

                  (b)  Upon any  exercise  of this  Warrant,  the  holder  shall
surrender  this Warrant for that number of shares of Common Stock  determined by
multiplying  the  number of  Warrant  Shares  for which  this  Warrant  is being
exercised by a fraction,  the numerator of which shall be the difference between
the last sale price of a share of Common  Stock on the trading  day  immediately
preceding  the date of the  Exercise  Agreement  (as  reported on the  principal
securities  market on which the Common Stock is traded) (the "Cashless  Exercise
Market Price") and the Exercise Price, and the denominator of which shall be the
Cashless Exercise Market Price.

                  (c)   Certificates   for  the  Warrant  Shares  so  purchased,
representing the aggregate number of shares specified in the Exercise Agreement,
shall be delivered to the holder hereof within a reasonable  time, not exceeding
two (2)  business  days,  after this Warrant  shall have been so exercised  (the
"Delivery Period"). The certificates so delivered shall be in such denominations
as may be requested by the holder  hereof and shall be registered in the name of
such holder or such other name as shall be designated by such holder;  provided,
however,  that no holder may  designate  any party to receive such  certificates
unless such recipient is an "accredited investor" within the meaning of Rule 501
under the  Securities  Act and such  designation  does not cause the Company any
significant  obligation under the blue sky laws of any jurisdiction.  In lieu of
delivering  physical  certificates  representing  the Common Stock issuable upon
exercise,  provided  the  Company's  transfer  agent  is  participating  in  the
Depository  Trust Company ("DTC") Fast Automated  Securities  Transfer  program,
upon request of the holder and its compliance  with the provisions  contained in
this  Section 1, so long as the  certificates  therefor do not bear a legend and
the  holder  thereof  is not  obligated  to  return  such  certificates  for the
placement of a legend  thereon,  the Company shall use its best efforts to cause
its transfer  agent to  electronically  transmit the Common Stock  issuable upon
exercise to the holder by  crediting  the account of holder's  Prime Broker with
DTC through its Deposit  Withdrawal  Agent  Commission  system.  If this Warrant
shall have been exercised only in part,  then,  unless this Warrant has expired,
the Company shall, at its expense, at the time of delivery of such certificates,
deliver  to the holder a new  Warrant  representing  the  number of shares  with
respect to which this Warrant shall not then have been exercised.

                  (d) If, at any time,  a holder of this  Warrant  submits  this
Warrant  and an  Exercise  Agreement,  and the  Company  fails for any reason to
deliver,  on or prior to the fourth business day following the expiration of the
Delivery Period for such exercise, the number of shares of Common Stock to which
the holder is entitled  upon such  exercise (an  "Exercise  Default"),  then the
Company shall pay to the holder payments  ("Exercise  Default  Payments") for an
Exercise  Default in the amount of (a)  (N/365),  multiplied  by (b) the closing
sales price (as reported on the Nasdaq National  Market,  or if not so reported,
as reported on the principal  securities market or interdealer  quotation system
on which  the  Common  Stock  is  traded  or  quoted)  on the date the  Exercise
Agreement  giving rise to the Exercise Default is transmitted in accordance with
Section 1 (the "Exercise  Default Date ") multiplied by (c) the number of shares
of Common  Stock the  Company  failed to so  deliver  in such  Exercise  Default
multiplied  by (d) .24,  where N = the number of days from the Exercise  Default
Date to the date that the  Company  effects the full  exercise  of this  Warrant
which gave rise to the Exercise  Default.  The accrued  Exercise Default Payment
for each  calendar  month  shall be paid in cash or  shall be  convertible  into
Common Stock at the Exercise Price, at the holder's option, as follows:

                           (i) In the event  holder  elects to take such payment
in cash,  cash  payment  shall be made to holder  by the fifth  (5th) day of the
month following the month in which it has accrued; and

                           (ii)  In the event holder elects to take such payment
in Common Stock, the holder may convert such payment amount into Common Stock at
the Exercise  Price (as in effect at the time of  conversion)  at any time after
the fifth (5th) day of the month following the month in which it has accrued.

                                      -2-
<PAGE>

                           Nothing  herein  shall  limit the  holder's  right to
pursue actual damages for the Company's  failure to maintain a sufficient number
of  authorized  shares  of Common  Stock as  required  pursuant  to the terms of
Section 3(b) hereof,  or to otherwise issue shares of Common Stock upon exercise
of this Warrant in accordance with the terms hereof,  and each holder shall have
the right to pursue all  remedies  available  at law or in equity  (including  a
decree of specific performance and/or injunctive relief).

         2. Period of Exercise.  This Warrant is exercisable at any time or from
time to time on or after the date  hereof  and before  5:00 p.m.,  New York City
time on the fifth (5th) anniversary of the date hereof (the "Exercise Period").

         3. Certain Agreements of the Company.  The Company hereby covenants and
agrees as follows:

                  (a) Shares to be Fully Paid.  All Warrant  Shares  will,  upon
issuance in accordance with the terms of this Warrant, be validly issued,  fully
paid, and nonassessable and free from all taxes, liens, claims and encumbrances.

                  (b)  Reservation of Shares.  During the Exercise  Period,  the
Company  shall at all times have  authorized,  and  reserved  for the purpose of
issuance upon exercise of this Warrant,  a sufficient number of shares of Common
Stock to provide for the exercise of this Warrant.

                  (c) Listing.  The Company shall promptly secure the listing of
the shares of Common  Stock  issuable  upon  exercise of this  Warrant upon each
national  securities  exchange or automated quotation system, if any, upon which
shares of Common  Stock are then  listed or become  listed  (subject to official
notice of issuance upon exercise of this Warrant) and shall maintain, so long as
any other shares of Common Stock shall be so listed,  such listing of all shares
of Common Stock from time to time  issuable  upon the exercise of this  Warrant;
and the Company shall so list on each national  securities exchange or automated
quotation  system,  as the case may be, and shall  maintain such listing of, any
other shares of capital stock of the Company  issuable upon the exercise of this
Warrant if and so long as any  shares of the same class  shall be listed on such
national securities exchange or automated quotation system.

                  (d)  Certain  Actions  Prohibited.  The  Company  will not, by
amendment  of its  charter or through  any  reorganization,  transfer of assets,
consolidation,  merger,  dissolution,  issue or sale of securities, or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed by it hereunder,  but will at all times in
good faith assist in the carrying out of all the  provisions of this Warrant and
in the taking of all such action as may reasonably be requested by the holder of
this  Warrant in order to protect the  exercise  privilege of the holder of this
Warrant  against  dilution or other  impairment,  consistent  with the tenor and
purpose of this Warrant.  Without limiting the generality of the foregoing,  the
Company  (i) will not  increase  the par value of any  shares  of  Common  Stock
receivable  upon the exercise of this Warrant  above the Exercise  Price then in
effect,  and (ii) will take all such actions as may be necessary or  appropriate
in  order  that the  Company  may  validly  and  legally  issue  fully  paid and
nonassessable shares of Common Stock upon the exercise of this Warrant.

                  (e) Successors and Assigns.  This Warrant will be binding upon
any entity succeeding to the Company by merger, consolidation, or acquisition of
all or substantially all of the Company's assets.

         4. Antidilution  Provisions.  During the Exercise Period,  the Exercise
Price and the number of Warrant Shares shall be subject to adjustment  from time
to time as provided in this Section 4. In the event that any  adjustment  of the
Exercise Price as required herein results in a fraction of a cent, such Exercise
Price shall be rounded up or down to the nearest cent.
                  (a)  Adjustment  of  Exercise  Price and Number of Shares upon

                                      -3-
<PAGE>

Issuance of  Convertible  Securities.  Except as otherwise  provided in Sections
4(c) and 4(e)  hereof,  if and  whenever  after  the  First  Closing  under  the
Securities  Purchase Agreement (the "First Closing") the Company issues,  grants
or  sells  any  warrants,   rights  or  options,   whether  or  not  immediately
exercisable,  to subscribe for or to purchase  Common Stock or other  securities
exercisable,  convertible  into or exchangeable  for Common Stock  ("Convertible
Securities")  at a price  per  share of  Common  Stock  which is not  based on a
percentage of the market price of the Company's Common Stock in effect from time
to time (a "Fixed Price") (such warrants,  rights and options to purchase Common
Stock or  Convertible  Securities are  hereinafter  referred to as "Options") or
Convertible Securities which may be convertible or exchangeable for Common Stock
at a Fixed Price that is less than the  Exercise  Price in effect at the time of
such  issuance,  grant or sale,  then the Exercise Price will, as of the date of
the  issuance,  grant or sale of such  Options  or  Convertible  Securities,  be
immediately  adjusted  to  the  Fixed  Price  of  such  Options  or  Convertible
Securities.

                  (b) Exceptions to Adjustment of Exercise  Price. No adjustment
to the Exercise  Price will be made  pursuant to Section 4(a) (i) upon the grant
or exercise of any stock or options  which may hereafter be granted or exercised
under any employee benefit plan of the Company now existing or to be implemented
in the future, so long as the issuance of such stock or options is approved by a
majority of the non-employee members of the Board of Directors of the Company or
a majority of the members of a committee of non-employee  directors  established
for such  purpose;  (ii) upon the  issuance  of  Preferred  Stock or Warrants in
accordance  with  terms of the  Securities  Purchase  Agreement;  (iii) upon the
issuance  of  securities  as  consideration  for  a  merger,   consolidation  or
acquisition of assets, or in connection with any strategic  partnership or joint
venture (the primary  purpose of which is not to raise  equity  capital),  or as
consideration  for the  acquisition  of a  business,  product  or license by the
Company or (iv) upon the  issuance of  securities  pursuant  to an  underwritten
public offering.

                  (c)  Subdivision  or  Combination  of  Common  Stock.  If  the
Company,  at any time after the First  Closing,  subdivides (by any stock split,
stock dividend, recapitalization, reorganization, reclassification or otherwise)
its shares of Common Stock into a greater number of shares, then, after the date
of  record  for  effecting  such  subdivision,  the  Exercise  Price  in  effect
immediately prior to such subdivision will be  proportionately  reduced.  If the
Company, at any time after the First Closing,  combines (by reverse stock split,
recapitalization,  reorganization,  reclassification or otherwise) its shares of
Common Stock into a smaller number of shares, then, after the date of record for
effecting such  combination,  the Exercise Price in effect  immediately prior to
such combination will be proportionately increased.

                  (d)  Adjustment in Number of Shares.  Upon each  adjustment of
the Exercise  Price  pursuant to the provisions of this Section 4, the number of
shares of Common Stock  issuable upon exercise of this Warrant shall be adjusted
by multiplying a number equal to the Exercise Price in effect  immediately prior
to such  adjustment  by the  number  of shares of  Common  Stock  issuable  upon
exercise of this Warrant  immediately  prior to such adjustment and dividing the
product so obtained by the adjusted Exercise Price.
                  (e)   Consolidation,   Merger   or   Sale.   In  case  of  any
consolidation  of the  Company  with,  or merger of the  Company  into any other
corporation, or in case of any sale or conveyance of all or substantially all of
the assets of the  Company  other  than in  connection  with a plan of  complete
liquidation  of the  Company  at any time  after the  initial  issuance  of this
Warrant  (in  each  case at any  time  after  the  First  Closing)  (each of the
foregoing being a "Fundamental Change"), then as a condition of such Fundamental
Change,  adequate provision will be made whereby the holder of this Warrant will
have the right to acquire and receive  upon  exercise of this Warrant in lieu of
the shares of Common Stock otherwise issuable upon the exercise of this Warrant,
such shares of stock,  securities or assets as would have been issued or payable

                                      -4-
<PAGE>

in such  Fundamental  Change with  respect to or in  exchange  for the number of
shares of Common  Stock  which  would have been  issuable  and  receivable  upon
exercise of this Warrant had such  Fundamental  Change not taken  place.  In any
such case,  the  Company  will make  appropriate  provision  to insure  that the
provisions  of this Section 4 hereof will  thereafter be applicable as nearly as
may be in relation to any shares of stock or securities  thereafter  deliverable
upon the exercise of this Warrant.  The Company will not effect any  Fundamental
Change unless prior to the consummation  thereof, the successor  corporation (if
other than the Company) assumes by written instrument the obligations under this
Section 4 and the  obligations  to deliver to the  holder of this  Warrant  such
shares of stock,  securities  or assets  as, in  accordance  with the  foregoing
provisions, the holder may be entitled to acquire.

                  (f) Distribution of Assets.  In case the Company shall declare
or make any  distribution  of its assets (or  rights to acquire  its  assets) to
holders of Common Stock as a partial liquidating  dividend,  by way of return of
capital or otherwise  (including any dividend or  distribution  to the Company's
shareholders of cash or shares (or rights to acquire shares) of capital stock of
a subsidiary) (a "Distribution"),  at any time after the First Closing, then the
holder of this Warrant  shall be entitled  upon exercise of this Warrant for the
purchase of any or all of the shares of Common Stock subject hereto,  to receive
the  amount of such  assets (or  rights)  which  would have been  payable to the
holder had such  holder  been the holder of such  shares of Common  Stock on the
record date for the determination of shareholders entitled to such Distribution.

                  (g) Purchase  Rights.  If at any time after the First Closing,
the  Company  issues  any  securities  or rights to  purchase  stock,  warrants,
securities  or other  property  (the  "Purchase  Rights") pro rata to the record
holders of any class of Common  Stock,  then the holder of this  Warrant will be
entitled to acquire,  upon the terms  applicable  to such Purchase  Rights,  the
aggregate  Purchase  Rights which such holder could have acquired if such holder
had held the number of shares of Common Stock issuable upon complete exercise of
this Warrant  (without  giving  effect to the  limitations  contained in Section
7(g))  immediately  before  the date on which a record is taken  for the  grant,
issuance or sale of such Purchase  Rights,  or, if no such record is taken,  the
date as of which the record holders of Common Stock are to be determined for the
grant, issue or sale of such Purchase Rights.

                  (h) Notice of  Adjustment.  Upon the  occurrence  of any event
which  requires any  adjustment of the Exercise  Price,  then,  and in each such
case, the Company shall give notice thereof to the holder of this Warrant, which
notice shall state the Exercise  Price  resulting  from such  adjustment and the
increase or decrease in the number of Warrant  Shares  issuable upon exercise of
this Warrant,  setting forth in reasonable  detail the method of calculation and
the facts  upon which  such  calculation  is based.  Such  calculation  shall be
certified by the chief financial officer of the Company.

                  (i) Minimum Adjustment of Exercise Price. No adjustment of the
Exercise  Price shall be made in an amount of less than 1% of the Exercise Price
in effect at the time such adjustment is otherwise  required to be made, but any
such lesser  adjustment  shall be carried  forward and shall be made at the time
and  together  with the next  subsequent  adjustment  which,  together  with any
adjustments  so  carried  forward,  shall  amount  to not  less  than 1% of such
Exercise Price.

                  (j) No Fractional Shares. No fractional shares of Common Stock
are to be issued upon the exercise of this Warrant,  but the Company shall pay a
cash  adjustment  in respect of any  fractional  share which would  otherwise be
issuable in an amount equal to the same  fraction of the Market Price of a share
of Common Stock on the date of such exercise.

                  (k) Other Notices.  In case at any time:

                           (i)  the Company  shall declare any dividend upon the

                                      -5-
<PAGE>

Common  Stock  payable  in  shares  of  stock of any  class  or make  any  other
distribution  (other  than  dividends  or  distributions  payable in cash out of
retained  earnings  consistent with the Company's past practices with respect to
declaring  dividends  and  making  distributions)  to the  holders of the Common
Stock;

                           (ii)  the Company shall  offer  for  subscription pro
rata to the holders of the Common  Stock any  additional  shares of stock of any
class or other rights;

                           (iii)  there shall be any  capital  reorganization of
the Company, or reclassification of the Common Stock, or consolidation or merger
of the Company with or into, or sale of all or  substantially  all of its assets
to, another corporation or entity; or

                           (iv)  there  shall  be  a  voluntary  or  involuntary
dissolution, liquidation or winding-up of the Company;

then,  in each such case,  the Company  shall give to the holder of this Warrant
(a) notice of the date on which the books of the Company shall close or a record
shall be taken for  determining  the holders of Common Stock entitled to receive
any such dividend,  distribution,  or subscription rights or for determining the
holders of Common Stock entitled to vote in respect of any such  reorganization,
reclassification,  consolidation,  merger,  sale,  dissolution,  liquidation  or
winding-up  and (b) in the  case of any such  reorganization,  reclassification,
consolidation,  merger, sale, dissolution,  liquidation or winding-up, notice of
the date (or,  if not then  known,  a  reasonable  approximation  thereof by the
Company) when the same shall take place. Such notice shall also specify the date
on which the holders of Common Stock shall be entitled to receive such dividend,
distribution, or subscription rights or to exchange their Common Stock for stock
or  other  securities  or  property   deliverable   upon  such   reorganization,
reclassification,  consolidation,  merger, sale,  dissolution,  liquidation,  or
winding-up,  as the case  may be.  Such  notice  shall be given at least 30 days
prior to the record date or the date on which the Company's  books are closed in
respect thereto. Failure to give any such notice or any defect therein shall not
affect the validity of the proceedings  referred to in clauses (i), (ii),  (iii)
and (iv) above.

                  (l) Certain Events. If, at any time after the initial issuance
of this Warrant,  any event occurs of the type  contemplated  by the  adjustment
provisions of this Section 4 but not expressly  provided for by such provisions,
the Company  will give notice of such event as provided in Section  4(h) hereof,
and the Company's Board of Directors will make an appropriate  adjustment in the
Exercise Price and the number of shares of Common Stock acquirable upon exercise
of this Warrant so that the rights of the holder  shall be neither  enhanced nor
diminished by such event.

                  (m)  Definition of Common Stock.  For purposes of this Section
4, "Common Stock" includes the Common Stock and any additional class of stock of
the  Company  having  no  preference  as  to  dividends  or   distributions   on
liquidation,  provided that the shares  issuable  pursuant to this Warrant shall
include only Common Stock,  par value $.0001 per share, in respect of which this
Warrant is exercisable,  or shares resulting from any subdivision or combination
of such Common Stock,  or in the case of any  reorganization,  reclassification,
consolidation,  merger,  or sale of the  character  referred to in Section  4(e)
hereof, the stock or other securities or property provided for in such Section.

         5. Issue Tax. The issuance of certificates  for Warrant Shares upon the
exercise  of this  Warrant  shall be made  without  charge to the holder of this
Warrant or such shares for any issuance  tax or other costs in respect  thereof,
provided  that the  Company  shall not be  required  to pay any tax which may be
payable in respect of any transfer  involved in the issuance and delivery of any
certificate in a name other than the holder of this Warrant.

                                      -6-
<PAGE>

         6. No Rights or Liabilities  as a  Shareholder.  This Warrant shall not
entitle the holder  hereof to any voting rights or other rights as a shareholder
of the  Company.  No provision of this  Warrant,  in the absence of  affirmative
action by the holder hereof to purchase Warrant Shares,  and no mere enumeration
herein of the rights or privileges of the holder hereof,  shall give rise to any
liability  of such  holder for the  Exercise  Price or as a  shareholder  of the
Company,  whether  such  liability is asserted by the Company or by creditors of
the Company.

         7.       Transfer, Exchange, Redemption and Replacement of Warrant.

                  (a)  Restriction  on  Transfer.  This  Warrant  and the rights
granted  to the  holder  hereof  are  transferable,  in whole  or in part,  upon
surrender of this Warrant,  together with a properly executed  assignment in the
form  attached  hereto,  at the office or agency of the  Company  referred to in
Section 7(e) below, provided,  however, that any transfer or assignment shall be
subject to the  conditions  set forth in Section  7(f) and (g) hereof and to the
provisions of Sections 2(f) and 2(g) of the Securities Purchase Agreement. Until
due  presentment for  registration of transfer on the books of the Company,  the
Company may treat the  registered  holder  hereof as the owner and holder hereof
for all  purposes,  and the  Company  shall not be affected by any notice to the
contrary.  Notwithstanding  anything  to  the  contrary  contained  herein,  the
registration  rights  described  in  Section  8 hereof  are  assignable  only in
accordance with the provisions of that certain  Registration  Rights  Agreement,
dated as of July 28,  1997,  by and among the Company and the other  signatories
thereto (the "Registration Rights Agreement").

                  (b) Warrant  Exchangeable  for Different  Denominations.  This
Warrant is  exchangeable,  upon the surrender hereof by the holder hereof at the
office or agency of the  Company  referred  to in Section  7(e)  below,  for new
Warrants of like tenor of different denominations  representing in the aggregate
the right to  receive up to the  number of shares of Common  Stock  which may be
issuable hereunder,  each of such new Warrants to represent the right to receive
such number of shares as shall be designated by the holder hereof at the time of
such surrender.

                  (c)   Replacement   of  Warrant.   Upon  receipt  of  evidence
reasonably  satisfactory  to the  Company of the loss,  theft,  destruction,  or
mutilation  of this  Warrant  and,  in the  case of any  such  loss,  theft,  or
destruction,  upon delivery of an indemnity agreement reasonably satisfactory in
form and amount to the  Company,  or, in the case of any such  mutilation,  upon
surrender and cancellation of this Warrant,  the Company,  at its expense,  will
execute and deliver, in lieu thereof, a new Warrant of like tenor.

                  (d) Cancellation;  Payment of Expenses.  Upon the surrender of
this Warrant in  connection  with any  transfer,  exchange,  or  replacement  as
provided  in this  Section 7, this  Warrant  shall be  promptly  canceled by the
Company.  The Company  shall pay all  expenses  (other than legal  expenses  and
taxes,  if any,  incurred by the Holder or  transferees)  and charges payable in
connection with the preparation, execution, and delivery of Warrants pursuant to
this Section 7.

                  (e) Warrant  Register.  The  Company  shall  maintain,  at its
principal executive offices (or such other office or agency of the Company as it
may designate by notice to the holder hereof),  a register for this Warrant,  in
which the Company  shall record the name and address of the person in whose name
this Warrant has been issued, as well as the name and address of each transferee
and each prior owner of this Warrant.

                  (f) Exercise or Transfer Without Registration. If, at the time
of the surrender of this Warrant in connection with any exercise,  transfer,  or
exchange of this  Warrant,  this Warrant (or, in the case of any  exercise,  the
Warrant Shares issuable hereunder), shall not be registered under the Securities

                                      -7-
<PAGE>

Act and under  applicable  state  securities  or blue sky laws,  the Company may
require, as a condition of allowing such exercise,  transfer,  or exchange,  (i)
that the holder or transferee of this  Warrant,  as the case may be,  furnish to
the  Company a written  opinion  of  counsel  (which  opinion  shall be in form,
substance   and  scope   customary   for  opinions  of  counsel  in   comparable
transactions)  to the effect that such  exercise,  transfer,  or exchange may be
made without  registration  under the Securities Act and under  applicable state
securities  or blue sky laws,  (ii) that the holder or  transferee  execute  and
deliver to the Company an investment letter in form and substance  acceptable to
the Company and (iii) that the transferee be an "accredited investor" as defined
in Rule 501(a)  promulgated  under the  Securities  Act;  provided  that no such
opinion,  letter,  status  as an  "accredited  investor"  shall be  required  in
connection with a transfer pursuant to Rule 144 under the Securities Act.

                  (g)   Additional   Restrictions   on  Exercise  or   Transfer.
Notwithstanding anything contained herein to the contrary, in no event shall the
holder hereof  exercise  Warrants to the extent that (a) the number of shares of
Common Stock  beneficially  owned by such holder and its affiliates  (other than
shares  of Common  Stock  which may be deemed  beneficially  owned  through  the
ownership  of the  unexercised  portion of the  Warrants or the  unexercised  or
unconverted portion of any other securities (including,  without limitation, the
Preferred  Stock) of the  Company  subject  to a  limitation  on  conversion  or
exercise  analogous to the  limitation  contained  herein) and (b) the number of
shares of Common  Stock  issuable  upon  exercise  of the  Warrants  (or portion
thereof) with respect to which the determination described herein is being made,
would result in beneficial  ownership by such holder and its  affiliates of more
than 4.9% of the  outstanding  shares  of  Common  Stock.  For  purposes  of the
immediately  preceding  sentence,  beneficial  ownership  shall be determined in
accordance  with  Section  13(d) of the  Securities  Exchange  Act of  1934,  as
amended, and Regulation 13D-G thereunder, except as otherwise provided in clause
(a) hereof.  The restrictions  contained in this Section 7(g) may not be amended
without the consent of the holder of this  Warrant and the holders of a majority
of the Company's then outstanding Common Stock.

         8.  Registration  Rights.  The  initial  holder  of  this  Warrant (and
certain  assignees  thereof) is  entitled  to the  benefit of such  registration
rights in respect  of the  Warrant  Shares as are set forth in the  Registration
Rights Agreement.

         9.  Notices.  Any notices  required or  permitted to be given under the
terms of this  Warrant  shall be sent by certified  or  registered  mail (return
receipt  requested)  or  delivered  personally  or by  courier  or by  confirmed
telecopy,  and shall be effective  five days after being placed in the mail,  if
mailed,  or upon receipt or refusal of receipt,  if delivered  personally  or by
courier or confirmed telecopy,  in each case addressed to a party. The addresses
for such communications shall be:

                           If to the Company:

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

                           with copy to:

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

and if to the  holder,  at such  address as such holder  shall have  provided in

                                      -8-
<PAGE>

writing to the Company, or at such other address as each such party furnishes by
notice given in accordance with this Section 9.

         10. Governing Law; Jurisdiction.  This Warrant shall be governed by and
construed in  accordance  with the laws of the State of Delaware  applicable  to
contracts  made and to be  performed  in the  State  of  Delaware.  The  Company
irrevocably  consents to the  jurisdiction  of the United States  federal courts
located in Kent County in the State of Delaware, in any suit or proceeding based
on or arising  under this  Warrant  and  irrevocably  agrees  that all claims in
respect of such suit or proceeding may be determined in such courts. The Company
irrevocably  waives the defense of an  inconvenient  forum to the maintenance of
such suit or  proceeding.  The Company  agrees that  service of process upon the
Company  mailed by first class mail shall be deemed in every  respect  effective
service of process  upon the  Company  in any such suit or  proceeding.  Nothing
herein  shall  affect the  holder's  right to serve  process in any other manner
permitted by law. The Company agrees that a final non-appealable judgment in any
such  suit or  proceeding  shall  be  conclusive  and may be  enforced  in other
jurisdictions by suit on such judgment or in any other lawful manner.

         11.      Miscellaneous.

                  (a)  Amendments.   This Warrant and any provision  hereof  may
only be amended by an instrument in writing signed by the Company and the holder
hereof.

                  (b)  Descriptive  Headings.  The descriptive headings  of  the
several  Sections of this Warrant are  inserted for purposes of reference  only,
and shall not  affect  the  meaning  or  construction  of any of the  provisions
hereof.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




























                                      -9-
<PAGE>



         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer.

                                               NETWORK IMAGING CORPORATION


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
















































                                      -10-
<PAGE>




                           FORM OF EXERCISE AGREEMENT

         (To be Executed by the Holder in order to Exercise the Warrant)

         The undersigned hereby irrevocably  exercises this Warrant with respect
to               of the shares of common stock of Network Imaging Corporation, a
   -------------
Delaware corporation (the "Company"),  evidenced by the attached Warrant, and is
hereby entitled to receive         shares of Common Stock  determined as follows
                           -------
in accordance with the conditions and provisions of said Warrant:

A.  No. of shares subject to this Exercise                           shares
                                                          -----------
B.  Last sale price on trading day immediately
    preceding the date of this Exercise Agreement        $   
                                                          ------------- 
C.  Exercise Price                                       $
                                                          -------------
D.  Number of shares of Common Stock issuable
    pursuant to this Exercise Agreement equals
    A x B-C
        ---
         B        or                                                 shares
                                                          -----------

         i. The  undersigned  agrees not to offer,  sell,  transfer or otherwise
dispose of any Common Stock  obtained on exercise of the  Warrant,  except under
circumstances that will not result in a violation of the Securities Act of 1933,
as amended,  or any state  securities laws, and agrees that the following legend
may be affixed to the stock  certificate for the Common Stock hereby  subscribed
for if  resale  of  such  Common  Stock  is not  registered  or if  Rule  144 is
unavailable:

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THE SECURITIES HAVE BEEN
         ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN
         THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT FOR THE SECURITIES
         UNDER SAID ACT, OR AN OPINION OF COUNSEL, IN FORM,  SUBSTANCE AND SCOPE
         CUSTOMARY  FOR  OPINIONS OF COUNSEL IN  COMPARABLE  TRANSACTIONS,  THAT
         REGISTRATION  IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO
         RULE 144 UNDER SAID ACT.


         ii. Check appropriate box.

---      The  undersigned  hereby  requests  that  the  Company   electronically
         transmit the Common Stock issuable pursuant to this Exercise  Agreement
         to the account of the undersigned's  Prime Broker (which is           )
                                                                     ---------- 
         with DTC through its Deposit Withdrawal Agent Commission System.

---      The  undersigned  requests that stock  certificates  for such shares be
         issued,  and a Warrant  representing any unexercised  portion hereof be
         issued, pursuant to the Warrant in the name of the Holder and delivered
         to the undersigned at the address set forth below:


Dated:                                    
      -----------------                   -------------------------------------
                                          Signature of Holder

                                          -------------------------------------
                                          Name of Holder (Print)

                                          Address:
                                          
                                          -------------------------------------

                                          -------------------------------------

                                          -------------------------------------

<PAGE>





                               FORM OF ASSIGNMENT


         FOR  VALUE  RECEIVED,   the  undersigned  hereby  sells,  assigns,  and
transfers  all the  rights of the  undersigned  under the within  Warrant,  with
respect  to the  number  of shares of Common  Stock  covered  thereby  set forth
hereinbelow, to:

Name of Assignee                    Address                       No of Shares






, and hereby irrevocably constitutes and appoints    
                                                 ------------------------------
as agent and  attorney-in-fact  to  transfer  said  Warrant  on the books of the
within-named corporation, with full power of substitution in the premises.


Dated:                      
       ---------------------,  ----,
In the presence of

---------------------------

                                             Name: 
                                                   ----------------------------

                                             Signature: 
                                                        -----------------------
                                             Title of Signing  Officer or  Agent
                                             (if any):

                                                      -------------------------

                                             Address: 
                                                      -------------------------

                                                      -------------------------

                                             Note: The  above  signature  should
                                             correspond exactly  with  the  name
                                             on the  face of the within Warrant.