EXHIBIT C
                                                                      to
                                                             Securities Purchase
                                                                   Agreement


                          REGISTRATION RIGHTS AGREEMENT

         REGISTRATION RIGHTS AGREEMENT (this "Agreement"),  dated as of July 28,
1997 by and among NETWORK IMAGING CORPORATION, a corporation organized under the
laws of the State of  Delaware,  with  headquarters  located at 500 Huntmar Park
Drive,  Herndon,  Virginia 20170 (the "Company"),  and the undersigned (together
with affiliates, the "Initial Investors").

         WHEREAS:

         A. In connection  with the Securities  Purchase  Agreement of even date
herewith by and between the Company and the Initial  Investors (the  "Securities
Purchase Agreement"),  the Company has agreed, upon the terms and subject to the
conditions  contained therein,  to issue and sell to the Initial Investors units
("Units")  consisting of (i) shares of its Series K Convertible  Preferred Stock
(the  "Preferred  Stock")  that is  convertible  into  shares  (the  "Conversion
Shares") of the Company's  common stock, par value $.0001 per share (the "Common
Stock"),  upon the terms and subject to the limitations and conditions set forth
in the Certificate of Designations,  Rights and Preferences with respect to such
Preferred  Stock (the  "Certificate  of  Designation")  and (ii)  warrants  (the
"Investor  Warrants") to acquire shares of Common Stock (the  "Investor  Warrant
Shares");

         B.  To  induce  the  Initial  Investors  to  execute  and  deliver  the
Securities  Purchase  Agreement,  the  Company  has  agreed to  provide  certain
registration rights under the Securities Act of 1933, as amended,  and the rules
and regulations thereunder, or any similar successor statute (collectively,  the
"Securities Act"), and applicable state securities laws; and

         C. The  Company  has  issued  The Zanett  Securities  Corporation  (the
"Placement  Agent")  Warrants  (collectively  with the  Investor  Warrants,  the
"Warrants") to purchase shares of Common Stock  (collectively  with the Investor
Warrant Shares,  the "Warrant Shares") pursuant to that certain Placement Agency
Agreement  dated as of July 2, 1997 by and between the Company and the Placement
Agent and has agreed to provide the Placement Agent the rights set forth herein.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants  contained  herein  and other  good and  valuable  consideration,  the
receipt and  sufficiency of which are hereby  acknowledged,  the Company and the
Initial Investors hereby agree as follows:

         1.       DEFINITIONS.

                 a.  As used in this Agreement, the following  terms shall  have
the following meanings:

                           (i)  "Investors"  means the Initial Investors and any
transferees  or assignees  who agree to become bound by the  provisions  of this
Agreement in accordance with Section 9 hereof.

                           (ii)  "register,"  "registered,"  and  "registration"
refer  to a  registration  effected  by  preparing  and  filing  a  Registration
Statement or Statements in compliance  with the  Securities  Act and pursuant to
Rule 415 under the  Securities  Act or any successor rule providing for offering
securities on a continuous  basis ("Rule 415"),  and the declaration or ordering

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of effectiveness of such Registration  Statement by the United States Securities
and Exchange Commission (the "SEC").

                           (iii)  "Registrable  Securities" means the Conversion
Shares  (including  any  Conversion  Shares  issuable with respect to Conversion
Default  Payments  under the  Certificate of Designation or in redemption of any
Preferred  Stock) issued or issuable with respect to the  Preferred  Stock,  the
Warrant Shares and any shares of capital stock issued or issuable,  from time to
time  (with  any  adjustments),  as a  distribution  on or in  exchange  for  or
otherwise with respect to any of the foregoing.

                           (iv)  "Registration  Statement"  means a registration
statement of the Company under the Securities Act.

                  b.  Capitalized  terms  used herein and not otherwise  defined
herein shall have the respective  meanings set forth in the Securities  Purchase
Agreement.

         2.       REGISTRATION.

                  a. Mandatory Registration.  The Company shall prepare, and, as
soon as  practicable  after the first  closing  under  the  Securities  Purchase
Agreement,  but in no event later than the sixtieth  (60th) day  following  such
closing, file with the SEC a Registration Statement on Form S-3 (or, if Form S-3
is not then available, on Form S-1) covering the resale of at least 135% (or, if
the  Investors  have  provided  the Company a notice  pursuant  to Section  3(b)
hereof, at least 200%) of the maximum number of shares of Registrable Securities
issuable upon the full  conversion  of, or as dividends on, the Preferred  Stock
and the full  exercise  of the  Warrants  comprising  6,300  Units  (assuming  a
conversion  price based on 81% of the closing sales price of the Common Stock as
reported on the Nasdaq  National Market (or the principal  securities  market on
which  the  Common  Stock is then  trading)  on the date of such  closing).  The
Company shall prepare, and, as soon as practicable after each additional closing
under the Securities Purchase Agreement, but in no event later than the sixtieth
(60th) day following  each of such  closings,  file with the SEC a  Registration
Statement  on Form S-3 (or,  if Form S-3 is not  then  available,  on Form  S-1)
covering  the resale of at least 135% (or, if the  Investors  have  provided the
Company a notice pursuant to Section 3(b) hereof,  at least 200%) of the maximum
number of shares of Registrable Securities issuable upon the full conversion of,
or as dividends  on, the  Preferred  Stock and the full exercise of the Warrants
comprising  the Units  issued at such closing  pursuant to Section  1(a)(ii)(b),
1(a)(iii)  or 1(a)(iv)  of the  Securities  Purchase  Agreement,  as  applicable
(assuming a  conversion  price  based on 81% of the  closing  sales price of the
Common  Stock as  reported  on the  Nasdaq  National  Market  (or the  principal
securities market on which the Common Stock is then trading) on the date of such
Closing). In the event any Registration  Statement filed by the Company pursuant
to this Section 2(a) is on Form S-1,  the Company  shall,  (x) no later than the
date the  Company  files  each  periodic  report  on Form  10-Q or 10-K,  file a
prospectus supplement or post-effective  amendment to the Registration Statement
to include in the Registration  Statement such information  (including,  without
limitation,  updated  financial  statements)  from  the  periodic  report  as is
necessary or required to keep the Registration  Statement in compliance with the
rules of the SEC and this  Agreement  and (y)  within  fifteen  (15) days of the
Company becoming to eligible to register the Registrable Securities on Form S-3,
file a new Registration Statement on Form S-3 covering at least 135% (or, if the
Investors have provided the Company a notice pursuant to Section 3(b) hereof, at
least 200%) of the Registrable  Securities issuable upon the full conversion of,
or as dividends  on, the  Preferred  Stock and the full exercise of the Warrants
(based on the conversion  and exercise  prices thereof then in effect) and cause
such  Registration  Statement  to be  declared  effective  by the SEC as soon as
practicable  thereafter,  and in no event  later than ninety (90) days after the
filing  thereof  (such  ninetieth  (90th)  day  being the  "Second  Registration
Deadline"). Each Registration Statement filed hereunder, to the extent allowable

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under the Securities Act and the Rules  promulgated  thereunder  (including Rule
416),   shall  state  that  such   Registration   Statement   also  covers  such
indeterminate number of additional shares of Common Stock as may become issuable
upon  conversion  of the  Preferred  Stock and  exercise of the  Warrants (i) to
prevent  dilution  resulting  from  stock  splits,  stock  dividends  or similar
transactions  or (ii) by  reason  of  changes  in the  Conversion  Price  of the
Preferred  Stock or the Exercise  Price of the Warrants in  accordance  with the
terms thereof. The Registrable Securities included in any Registration Statement
filed  hereunder  shall be  allocated  to the  Investors as set forth in Section
11(k) hereof. Each Registration Statement filed hereunder (and each amendment or
supplement thereto, and each request for acceleration of effectiveness  thereof)
shall be provided to (and subject to the approval of) the Initial  Investors and
their  counsel  prior to its filing or other  submission.  The Company shall not
include  any  securities  (other  than  Registrable  Securities  and  securities
designated on Schedule 3(c) to the  Securities  Purchase  Agreement for possible
inclusion on a Registration  Statement hereunder) on any Registration  Statement
filed  pursuant to this Section 2(a). In addition,  the Company shall not permit
any  securities  of  the  Company  (other  than  Registrable  Securities)  to be
registered  under  the  Securities  Act  prior  to or at the  same  time  as the
registration of the Registrable Securities;  provided, however, that the Company
may cause the registration of the resale of Common Stock issued or issuable upon
conversion of the  convertible  debentures in an aggregate  principal  amount of
$1,800,000  issued in July 1997 (up to 1,800,000  shares) and in connection with
the  Company's  proposed  restructuring  of its Series A Cumulative  Convertible
Preferred  Stock  and  of  Common  Stock  designated  on  Schedule  3(c)  to the
Securities Purchase Agreement for possible inclusion in a Registration Statement
hereunder at the same time as the registration of the Registrable Securities.

                  b.  Underwritten  Offering.  If  any  offering  pursuant  to a
Registration  Statement  pursuant  to Section  2(a) or 3(b)  hereof  involves an
underwritten  offering,  the  Investors  who hold a majority  in interest of the
Registrable Securities subject to such underwritten  offering,  with the consent
of the  Initial  Investors,  shall have the right to select a total of one legal
counsel to represent  the Investors at the cost and expense of the Investors and
an  investment  banker or bankers  and manager or  managers  to  administer  the
offering,  which  investment  banker or bankers or manager or managers  shall be
reasonably satisfactory to the Company and the Placement Agent.

                  c.  Payments  by the  Company.  The  Company  shall cause each
Registration  Statement  filed  pursuant to Section 2(a) to become  effective as
soon as  practicable,  but in no event later than the one  hundred and  fiftieth
(150th) day  following  the date it was required to be filed  hereunder  (each a
"Registration  Deadline").  If (i) any  Registration  Statement(s)  covering the
Registrable Securities required to be filed by the Company pursuant to the first
sentence  of Section  2(a)  hereof is not  declared  effective  by the SEC on or
before the Registration  Deadline for such  Registration  Statement or if, after
the Registration  Statement has been declared effective by the SEC, sales of all
the  Registrable  Securities  issued or issuable  with respect to the  Preferred
Stock  and  Warrants  required  to be  covered  by such  Registration  Statement
pursuant to Section 2(a) hereof (including any Registrable  Securities  required
to be registered  pursuant to Section 3(b) hereof)  cannot be made pursuant to a
Registration  Statement (by reason of a stop order or the  Company's  failure to
update the Registration Statement or any other reason outside the control of the
Investors)  or (ii) the Common Stock is not listed or included for  quotation on
the Nasdaq National Market ("Nasdaq"), the Nasdaq Small Cap Market, the New York
Stock  Exchange (the "NYSE") or the American  Stock Exchange (the "AMEX") at any
time  after  the  first  Registration  Deadline  hereunder,  then  each  of  the
Conversion  Percentages  set  forth  in  the  Certificate  of  Designation  (the
"Conversion  Percentages") shall be permanently reduced pursuant to this Section
2(c) as partial  relief for the damages to the  Investors  by reason of any such
delay in or reduction of their ability to sell the Registrable Securities (which
remedy  shall not be  exclusive  of any other  remedies  available  at law or in
equity). Each of the Conversion  Percentages  applicable during each time period

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shall be  permanently  reduced  by an  amount  equal to the  product  of (i) two
hundredths  (.02)  multiplied  by (ii)  the sum of:  (y) the  number  of  months
(prorated  for partial  months) after a  Registration  Deadline and prior to the
date the  applicable  Registration  Statement  filed pursuant to Section 2(a) is
declared effective by the SEC and (z) the number of months (prorated for partial
months) that sales cannot be made pursuant to a Registration Statement after the
Registration  Statement has been  declared  effective or the Common Stock is not
listed or included  for  quotation on Nasdaq,  the Nasdaq Small Cap Market,  the
NYSE or AMEX;  provided,  however  that there shall be  excluded  from each such
period  (I) any delays  which are solely  attributable  to changes  (other  than
corrections of Company mistakes with respect to information  previously provided
by the Investors)  required by the Investors in the Registration  Statement with
respect to information relating to the Investors, including, without limitation,
changes  to the plan of  distribution,  (II) and any delays  resulting  from the
Initial  Investor's counsel selected pursuant to Section 3(h) failing to respond
to the Company within five (5) business days of its receipt of any  Registration
Statement and (III) if the Registration Statement filed pursuant to Section 2(a)
is on Form  S-1,  the  first  thirty  (30) days  following  each  post-effective
amendment  thereto  filed on or  before  June  30,  1998  (each  of the  periods
described  in clauses  (I),  (II) and (III)  being an  "Excluded  Period");  and
provided,  further,  that the  aggregate  reductions  to each of the  Conversion
Percentages  pursuant  to this  Section  2(c) as a result of the  failure of the
Common Stock to be listed or included for quotation on Nasdaq,  the Nasdaq Small
Cap  Market,  the NYSE or AMEX  shall not  exceed  ten  percent  (10%).  For the
avoidance of doubt,  the Investors shall be entitled to permanent  reductions in
the Conversion Prices of the Preferred Stock as provided in this Section 2(c) if
at any time after December 31, 1997 a Registration Statement covering the resale
by the Investors of all of the Registrable  Securities  issuable with respect to
the  Preferred  Stock and  Warrants  issued  pursuant  to  Section  2(a)(i)  and
2(a)(ii)(a)  under the  Securities  Purchase  Agreement is not  effective.  (For
example, if the Registration  Statement is declared effective on the last day of
the second month  following the  Registration  Deadline,  each of the Conversion
Percentages set forth in the Certificate of Designation would be reduced by four
percent (4%) to 101%, 92%, 81% and 77%, respectively.)

                  d.  Piggy-Back  Registrations.  If at any  time  prior  to the
expiration of the Registration Period (as hereinafter defined) the Company shall
file with the SEC a Registration  Statement  relating to an offering for its own
account or the account of others under the  Securities  Act of any of its equity
securities  (other  than  on Form  S-4 or Form  S-8 or  their  then  equivalents
relating  to equity  securities  to be  issued  solely  in  connection  with any
acquisition  of  any  entity  or  business  or  equity  securities  issuable  in
connection  with stock option or other  employee  benefit plans or pursuant to a
plan to  reorganize  the  Company's  Series A Cumulative  Convertible  Preferred
Stock),  the Company shall send to each Investor who is entitled to registration
rights  under this Section 2(d)  written  notice of such  determination  and, if
within  fifteen (15) days after the date of such notice,  such Investor shall so
request in writing, the Company shall include in such Registration Statement all
or  any  part  of  the  Registrable  Securities  such  Investor  requests  to be
registered,  except that if, in connection with any underwritten public offering
for the account of the Company the managing  underwriter(s) thereof shall impose
a  limitation  on the number of shares of Common  Stock which may be included in
the Registration Statement because, in such underwriter(s)' judgment,  marketing
or other  factors  dictate such  limitation  is necessary to  facilitate  public
distribution,   then  the  Company   shall  be  obligated  to  include  in  such
Registration  Statement only such limited portion of the Registrable  Securities
with respect to which such  Investor has  requested  inclusion  hereunder as the
underwriter shall permit. Any exclusion of Registrable  Securities shall be made
pro rata  among the  Investors  seeking to include  Registrable  Securities,  in
proportion to the number of Registrable Securities sought to be included by such
Investors; provided, however, that the Company shall not exclude any Registrable
Securities unless the Company has first excluded all outstanding securities, the
holders  of which are not  entitled  to  inclusion  of such  securities  in such

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Registration  Statement  or are not  entitled  to pro  rata  inclusion  with the
Registrable  Securities;  and provided,  further,  however,  that,  after giving
effect to the  immediately  preceding  proviso,  any  exclusion  of  Registrable
Securities  shall be made pro rata with holders of other  securities  having the
right to  include  such  securities  in the  Registration  Statement  other than
holders  of  securities  entitled  to  inclusion  of  their  securities  in such
Registration  Statement  by reason of demand  registration  rights.  No right to
registration  of  Registrable  Securities  under  this  Section  2(d)  shall  be
construed to limit any  registration  required under Section 2(a) hereof.  If an
offering in connection with which an Investor is entitled to registration  under
this  Section  2(d)  is an  underwritten  offering,  then  each  Investor  whose
Registrable Securities are included in such Registration Statement shall, unless
otherwise agreed by the Company,  offer and sell such Registrable  Securities in
an underwritten offering using the same underwriter or underwriters and, subject
to the provisions of this  Agreement,  on the same terms and conditions as other
shares of Common Stock included in such underwritten offering.

         3.       OBLIGATIONS OF THE COMPANY.

         In connection with the  registration  of the Registrable  Securities on
any Registration Statement filed hereunder, the Company shall have the following
obligations:

                  a. The Company  shall  prepare  promptly and file with the SEC
the   Registration   Statements   required  by  Section  2(a),  and  cause  such
Registration  Statements relating to Registrable  Securities to become effective
as soon as  practicable  after  such  filing,  but in no  event  later  than the
Registration Deadline or the Second Registration  Deadline (as applicable),  and
keep such Registration  Statements  effective  pursuant to Rule 415 at all times
until  such  date  as is the  earlier  of  (i)  the  date  on  which  all of the
Registrable  Securities  have  been  sold and (ii) the date on which  all of the
Registrable  Securities  (in the  reasonable  opinion of counsel to the  Initial
Investors) may be immediately sold to the public without  registration  pursuant
to Rule 144(k)  under the  Securities  Act (the  "Registration  Period"),  which
Registration  Statements  (including any  amendments or supplements  thereto and
prospectuses  contained  therein and all  documents  incorporated  by  reference
therein)  shall not contain any untrue  statement of a material  fact or omit to
state a material  fact required to be stated  therein,  or necessary to make the
statements therein not misleading.

                  b.  The  Company  shall  prepare  and  file  with the SEC such
amendments  (including   post-effective   amendments)  and  supplements  to  the
Registration   Statement  and  the  prospectus   used  in  connection  with  the
Registration  Statement as may be necessary to keep the  Registration  Statement
effective at all times during the Registration  Period, and, during such period,
comply with the provisions of the Securities Act with respect to the disposition
of  all  Registrable  Securities  of the  Company  covered  by the  Registration
Statement  until  such  time as all of such  Registrable  Securities  have  been
disposed of in accordance with the intended methods of disposition by the seller
or sellers thereof as set forth in the Registration  Statement. In the event the
holders of a  majority  of the  Registrable  Securities  notify  the  Company in
writing (the date of such notice  being the  "Registration  Trigger  Date") that
they have determined that the number of shares  available under all Registration
Statements  filed pursuant to this  Agreement is, for any three (3)  consecutive
trading days  insufficient to cover the sum of one hundred percent (100%) of the
Registrable  Securities  issuable upon exercise of the Warrants plus one hundred
thirty-five percent (135%) of the Registrable Securities issued or issuable upon
conversion of the Preferred Stock the Company shall amend (if  permissible)  the
Registration  Statement, or file a new Registration Statement (on the short form
available  therefor,  if  applicable),  or both,  so as to cover  the sum of one
hundred percent (100%) of the Registrable  Securities  issuable upon exercise of
the  Warrants  plus two hundred  percent  (200%) of the  Registrable  Securities
issued or issuable upon conversion of the Preferred Stock, in each case, as soon

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as practicable, but in any event within fifteen (15) days after the Registration
Trigger Date (based on the market  price of the Common Stock and other  relevant
factors on which the Company reasonably elects to rely). The Company shall cause
such amendment and/or new Registration  Statement to become effective as soon as
practicable  following  the filing  thereof.  In the event the Company  fails to
obtain the effectiveness of any such  Registration  Statement within ninety (90)
days after a Registration  Trigger Date, each Investor shall thereafter have the
option,  exercisable  in whole  or in part at any time and from  time to time by
delivery of a written notice to the Company (a "Redemption  Notice"), to require
the Company to purchase for cash, at an amount per share equal to the Redemption
Amount (as  defined in Article  VIII.B of the  Certificate  of  Designation),  a
portion  of the  Investor's  Preferred  Stock  such  that the  total  number  of
Registrable Securities included on the Registration Statement for resale by such
Investor  exceeds  the sum of one  hundred  percent  (100%)  of the  Registrable
Securities  issuable upon exercise of the Warrants plus one hundred  thirty-five
percent (135%) of the Registrable  Securities issued or issuable upon conversion
of such Investor's  Preferred  Stock. If the Corporation  fails to redeem any of
such shares  within  five (5)  business  days after its receipt of a  Redemption
Notice, then such Investor shall be entitled to the remedies provided in Article
VIII.C of the Certificate of Designation.

                  c.  The  Company  shall   furnish  to  each   Investor   whose
Registrable  Securities are included in the Registration Statement and its legal
counsel (i) promptly after the same is prepared and publicly distributed,  filed
with the SEC, or received by the Company, one copy of the Registration Statement
and any amendment thereto,  each preliminary  prospectus and prospectus and each
amendment or supplement thereto, and, in the case of the Registration  Statement
referred to in Section 2(a),  each letter written by or on behalf of the Company
to the SEC or the staff of the SEC (including,  without limitation,  any request
to  accelerate  the  effectiveness  of any  Registration  Statement or amendment
thereto),  and each item of correspondence from the SEC or the staff of the SEC,
in each case relating to such Registration Statement (other than any portion, if
any,  thereof  which  contains  information  for which the  Company  has  sought
confidential  treatment),  (ii) on the date of effectiveness of the Registration
Statement or any  amendment  thereto,  a notice  stating  that the  Registration
Statement or amendment  has been  declared  effective,  and (iii) such number of
copies of a prospectus,  including a preliminary prospectus,  and all amendments
and supplements thereto and such other documents as such Investor may reasonably
request in order to facilitate  the  disposition of the  Registrable  Securities
owned by such Investor.

                  d. The Company  shall use its best efforts to (i) register and
qualify the Registrable  Securities covered by the Registration  Statement under
such other  securities  or "blue sky" laws of such  jurisdictions  in the United
States  as  each  Investor  who  holds  Registrable   Securities  being  offered
reasonably  requests,   (ii)  prepare  and  file  in  those  jurisdictions  such
amendments  (including  post-effective   amendments)  and  supplements  to  such
registrations   and   qualifications   as  may  be  necessary  to  maintain  the
effectiveness  thereof  during the  Registration  Period,  (iii) take such other
actions as may be necessary to maintain such registrations and qualifications in
effect at all times  during  the  Registration  Period,  and (iv) take all other
actions reasonably necessary or advisable to qualify the Registrable  Securities
for sale in such jurisdictions; provided, however, that the Company shall not be
required in connection  therewith or as a condition thereto to (a) qualify to do
business in any jurisdiction where it would not otherwise be required to qualify
but for this Section 3(d),  (b) subject  itself to general  taxation in any such
jurisdiction,  (c) file a general  consent  to  service  of  process in any such
jurisdiction,  (d) provide any undertakings that cause the Company undue expense
or burden,  or (e) make any change in its charter or bylaws,  which in each case
the Board of  Directors  of the  Company  determines  to be contrary to the best
interests of the Company and its stockholders.

                  e. In the event the  Investors who hold a majority in interest

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of the Registrable Securities being offered pursuant to a Registration Statement
under Section 2(a) or 3(b) hereof  select  underwriters  for the  offering,  the
Company  shall  enter into and  perform its  obligations  under an  underwriting
agreement, in usual and customary form, including, without limitation, customary
indemnification  and  contribution  obligations,  with the  underwriters of such
offering.

                  f. As promptly as  practicable  after  becoming  aware of such
event,  the Company shall notify each Investor of the happening of any event, of
which the Company has knowledge, as a result of which the prospectus included in
the Registration Statement, as then in effect, includes an untrue statement of a
material fact or omission to state a material fact required to be stated therein
or necessary to make the  statements  therein not  misleading,  and use its best
efforts  promptly  to prepare a  supplement  or  amendment  to the  Registration
Statement to correct such untrue statement or omission,  and deliver such number
of copies of such  supplement or amendment to each Investor as such Investor may
reasonably request.

                  g. The  Company  shall use its best  efforts  to  prevent  the
issuance  of  any  stop  order  or  other   suspension  of  effectiveness  of  a
Registration  Statement,  and,  if  such an  order  is  issued,  to  obtain  the
withdrawal of such order at the earliest  practicable  moment (including in each
case by amending or  supplementing  such  Registration  Statement) and to notify
each Investor who holds  Registrable  Securities being sold (or, in the event of
an underwritten  offering,  the managing  underwriters)  of the issuance of such
order  and  the  resolution  thereof  (and  if such  Registration  Statement  is
supplemented  or amended,  deliver such number of copies of such  supplement  or
amendment to each Investor as such Investor may reasonably request).

                  h.  The  Company   shall  permit  a  single  firm  of  counsel
designated by the Initial Investors to review the Registration Statement and all
amendments and  supplements  thereto a reasonable  period of time prior to their
filing with the SEC,  and not file any  document in a form to which such counsel
reasonably objects.

                  i. The Company shall make generally  available to its security
holders  as soon as  practical,  but not later than  ninety  (90) days after the
close of the period covered  thereby,  an earnings  statement (in form complying
with  the  provisions  of  Rule  158  under  the  Securities   Act)  covering  a
twelve-month  period  beginning  not later  than the first day of the  Company's
fiscal quarter next following the effective date of the Registration Statement.

                  j. From time to time upon the  request  of any  Investor,  the
Company  shall  furnish (i) an opinion  from counsel  representing  the Company,
dated as of the date of issuance of such opinion, addressed to the Investors and
in form, scope and substances as is customarily given in an underwritten  public
offering  and (ii) in the case of an  underwriting,  a letter,  dated such date,
from  the  Company's  independent  certified  public  accountants  in  form  and
substance as is customarily given by independent certified public accountants to
underwriters in an underwritten public offering,  addressed to the underwriters,
if any, and the Investors.

                  k. The Company shall make  available for inspection by (i) any
Investor, (ii) any underwriter  participating in any disposition pursuant to the
Registration Statement,  (iii) one firm of attorneys and one firm of accountants
or other  agents  retained  by the  Investors,  and  (iv) one firm of  attorneys
retained by all such underwriters (collectively, the "Inspectors") all pertinent
financial and other records, and pertinent corporate documents and properties of
the  Company  (collectively,  the  "Records"),  as  shall be  reasonably  deemed
necessary  by each  Inspector  to enable  each  Inspector  to  exercise  its due
diligence  responsibility,  and  cause the  Company's  officers,  directors  and
employees to supply all information  which any Inspector may reasonably  request
for purposes of such due diligence; provided, however, that each Inspector shall

                                      -7-
<PAGE>

hold in confidence and shall not make any disclosure  (except to an Investor) of
any Record or other information which the Company determines in good faith to be
confidential,  and of which determination the Inspectors are so notified, unless
(a)  the  disclosure  of such  Records  is  necessary  to  avoid  or  correct  a
misstatement or omission in any Registration Statement,  (b) the release of such
Records  is  ordered  pursuant  to a  subpoena  or other  order  from a court or
government  body  of  competent  jurisdiction,  or (c) the  information  in such
Records has been made generally available to the public other than by disclosure
in violation of this or any other  agreement.  The Company shall not be required
to disclose any confidential  information in such Records to any Inspector until
and unless such Inspector shall have entered into confidentiality agreements (in
form and  substance  satisfactory  to the Company) with the Company with respect
thereto,  substantially  in the form of this Section 3(k).  Each Investor agrees
that it shall,  upon learning that disclosure of such Records is sought in or by
a court or governmental  body of competent  jurisdiction or through other means,
give prompt  notice to the Company and allow the  Company,  at its  expense,  to
undertake appropriate action to prevent disclosure of, or to obtain a protective
order for, the Records  deemed  confidential.  Nothing herein shall be deemed to
limit the Investors' ability to sell Registrable Securities in a manner which is
otherwise consistent with applicable laws and regulations.

                  l.  The  Company  shall  hold in  confidence  and not make any
disclosure of information  concerning an Investor provided to the Company unless
(i) disclosure of such  information is necessary to comply with federal or state
securities  laws, (ii) the disclosure of such  information is necessary to avoid
or correct a misstatement or omission in any Registration  Statement,  (iii) the
release of such  information  is ordered  pursuant  to a subpoena or other order
from  a  court  or  governmental  body  of  competent  jurisdiction,  (iv)  such
information  has been made  generally  available  to the  public  other  than by
disclosure  in violation of this or any other  agreement,  or (v) such  Investor
consents to the form and content of any such disclosure. The Company agrees that
it shall,  upon  learning  that  disclosure  of such  information  concerning an
Investor  is  sought  in  or  by a  court  or  governmental  body  of  competent
jurisdiction  or through other means,  give prompt notice to such Investor prior
to  making  such  disclosure.  The  Investor,  at  its  expense,  may  undertake
appropriate  action to prevent  disclosure  of, or to obtain a protective  order
for, such information.

                  m. The Company shall use its best efforts  either to (i) cause
all the  Registrable  Securities  covered by the  Registration  Statement  to be
listed on each  national  securities  exchange on which  securities  of the same
class or series issued by the Company are then listed, if any, if the listing of
such Registrable  Securities is then permitted under the rules of such exchange,
or (ii) secure the designation and quotation,  of all the Registrable Securities
covered by the  Registration  Statement on each national  interdealer  quotation
system on which securities of the same class or series issued by the Company are
designated for quotation and,  without limiting the generality of the foregoing,
to arrange  for or  maintain  at least two market  makers to  register  with the
National  Association of Securities Dealers,  Inc. ("NASD") as such with respect
to such Registrable Securities.

                  n. The Company shall provide a transfer  agent and  registrar,
which may be a single entity, for the Registrable  Securities not later than the
effective date of the Registration Statement.

                  o. The Company  shall  cooperate  with the  Investors who hold
Registrable   Securities   being  offered  and  the  managing   underwriter   or
underwriters,  if any, to  facilitate  the timely  preparation  and  delivery of
certificates  (not bearing any  restrictive  legends)  representing  Registrable
Securities to be offered pursuant to the Registration  Statement and enable such
certificates to be in such denominations or amounts,  as the case may be, as the
managing  underwriter or  underwriters,  if any, or the Investors may reasonably
request  and   registered  in  such  names  as  the  managing   underwriter   or

                                      -8-
<PAGE>

underwriters,  if any, or the  Investors  may  request,  and,  within  three (3)
business  days  after  a  Registration   Statement  which  includes  Registrable
Securities is ordered effective by the SEC, the Company shall deliver, and shall
cause legal counsel  selected by the Company to deliver,  to the transfer  agent
for the Registrable  Securities (with copies to the Investors whose  Registrable
Securities  are  included  in such  Registration  Statement)  an opinion of such
counsel in the form attached hereto as Exhibit 1.

                  p. At the request of any  Investor,  the Company shall prepare
and file with the SEC such amendments (including post-effective  amendments) and
supplements  to a Registration  Statement and the prospectus  used in connection
with the Registration  Statement as may be necessary in order to change the plan
of distribution set forth in such Registration Statement.

                  q. The Company shall comply with all  applicable  laws related
to a  Registration  Statement  and  offering  and  sale  of  securities  and all
applicable  rules and  regulations  of  governmental  authorities  in connection
therewith  (including  without  limitation the Securities Act and the Securities
Exchange Act of 1934, as amended,  and the rules and regulations  promulgated by
the SEC).

                  r.  Unless the  Company is  informed by the SEC after the date
hereof  (formally or informally) that Rule 416 under the Securities Act does not
encompass  additional  Registrable  Securities  which may become  issuable  upon
conversion  of the Preferred  Stock as a result of reductions in the  Conversion
Price of the Preferred Stock ("Additional Registrable Securities"),  the Company
shall  affirmatively  support and not take any action adverse to, and will cause
its counsel to  affirmatively  support  and not take any action  adverse to, the
Investor's  position that the Additional  Registrable  Securities are covered by
the Registration Statement filed pursuant to section 2(a) hereof under Rule 416.
In the event the  Company is so informed by the SEC that Rule 416 does not cover
the  Additional  Registrable  Securities,  the date the  Company was so informed
shall be a  Registration  Trigger Date under Section 3(b) hereof and the Company
shall  immediately  notify the  Investors in writing of the  occurrence  of such
Registration Trigger Date and comply with the provisions of Section 3(b) hereof.

         4.       OBLIGATIONS OF THE INVESTORS.

         In connection with the registration of the Registrable Securities,  the
Investors shall have the following obligations:

                  a. It shall be a condition precedent to the obligations of the
Company to complete the registration  pursuant to this Agreement with respect to
the  Registrable  Securities of a particular  Investor that such Investor  shall
furnish to the  Company  such  information  regarding  itself,  the  Registrable
Securities  held by it and the intended method of disposition of the Registrable
Securities held by it as shall be reasonably required to effect the registration
of such  Registrable  Securities  and shall execute such documents in connection
with such registration as the Company may reasonably request. At least three (3)
business  days prior to the first  anticipated  filing date of the  Registration
Statement, the Company shall notify each Investor of the information the Company
requires from each such Investor.

                  b.  Each  Investor,  by  such  Investor's  acceptance  of  the
Registrable  Securities,  agrees to  cooperate  with the  Company as  reasonably
requested by the Company in connection  with the  preparation  and filing of the
Registration Statement hereunder,  unless such Investor has notified the Company
in  writing  of such  Investor's  election  to  exclude  all of such  Investor's
Registrable Securities from the Registration Statement.

                  c. In the event  Investors  holding a majority  in interest of
the Registrable  Securities being offered determine to engage the services of an
underwriter,  each  Investor  agrees to enter into and perform  such  Investor's
obligations  under an  underwriting  agreement,  in usual  and  customary  form,

                                      -9-
<PAGE>

including,  without  limitation,   customary  indemnification  and  contribution
obligations,  with the managing underwriter of such offering and take such other
actions as are  reasonably  required  in order to  expedite  or  facilitate  the
disposition of the Registrable Securities, unless such Investor has notified the
Company in writing of such Investor's election to exclude all of such Investor's
Registrable Securities from the Registration Statement.

                  d. Each Investor  agrees that, upon receipt of any notice from
the Company of the happening of any event of the kind  described in Section 3(f)
or 3(g), such Investor will immediately  discontinue  disposition of Registrable
Securities  pursuant to the  Registration  Statement  covering such  Registrable
Securities  until such Investor's  receipt of the copies of the  supplemented or
amended  prospectus  contemplated by Section 3(f) or 3(g) and, if so directed by
the Company,  such Investor  shall deliver to the Company (at the expense of the
Company) or destroy (and deliver to the Company a  certificate  of  destruction)
all  copies in such  Investor's  possession,  of the  prospectus  covering  such
Registrable Securities current at the time of receipt of such notice.

                  e.  No   Investor   may   participate   in  any   underwritten
distribution  hereunder  unless such Investor (i) agrees to sell such Investor's
Registrable Securities on the basis provided in any underwriting arrangements in
usual and  customary  form  entered  into by the  Company,  (ii)  completes  and
executes  all  questionnaires,  powers of  attorney,  indemnities,  underwriting
agreements  and  other  documents  reasonably  required  under the terms of such
underwriting  arrangements,  and (iii)  agrees to pay its pro rata  share of all
underwriting  discounts  and  commissions  and any  expenses  in excess of those
payable by the Company pursuant to Section 5 below.

         5.       EXPENSES OF REGISTRATION.

         All  reasonable  expenses,   other  than  underwriting   discounts  and
commissions,   incurred   in   connection   with   registrations,   filings   or
qualifications pursuant to Sections 2 and 3, including,  without limitation, all
registration, listing and qualifications fees, printers and accounting fees, the
fees and  disbursements of counsel for the Company,  the fees and  disbursements
contemplated by Section 3(j) hereof.  Notwithstanding the foregoing, the Company
will pay all of Investors' costs and expenses  (including  reasonable legal fees
and expenses) incurred in connection with enforcing their rights hereunder.

         6.       INDEMNIFICATION.

         In the event any Registrable  Securities are included in a Registration
Statement under this Agreement:

                  a. To the extent permitted by law, the Company will indemnify,
hold  harmless  and  defend  (i)  each  Investor  who  holds  such   Registrable
Securities,  and (ii) the directors,  officers,  partners,  members,  employees,
agents and each person who control any Investor within the meaning of Section 15
of the Securities  Act or Section 20 of the Securities  Exchange Act of 1934, as
amended (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  untrue  statement  or alleged
untrue statement of a material fact in a Registration  Statement or the omission
or alleged  omission to state  therein a material  fact required to be stated or
necessary  to make the  statements  therein  not  misleading,  (ii)  any  untrue
statement  or alleged  untrue  statement  of a material  fact  contained  in any
preliminary  prospectus if used prior to the effective date of such Registration
Statement, or contained in the final prospectus (as amended or supplemented,  if
the Company files any amendment  thereof or supplement  thereto with the SEC) or
the omission or alleged omission to state therein any material fact necessary to
make the statements made therein,  in light of the circumstances under which the
statements therein were made, not misleading,  or (iii) any violation or alleged

                                      -10-
<PAGE>

violation by the Company of the Securities Act, the Exchange Act, any other law,
including,  without  limitation,  any  state  securities  law,  or any  rule  or
regulation  thereunder  relating  to  the  offer  or  sale  of  the  Registrable
Securities  (the  matters in the  foregoing  clauses  (i) through  (iii)  being,
collectively,  "Violations").  Subject to the  restrictions set forth in Section
6(c) with respect to the number of legal  counsel,  the Company shall  reimburse
the Investors and each such underwriter or controlling person,  promptly as such
expenses are incurred and are due and payable,  for any reasonable legal fees or
other reasonable  expenses incurred by them in connection with  investigating or
defending  any such Claim.  Notwithstanding  anything to the contrary  contained
herein, the indemnification  agreement contained in this Section 6(a): (i) shall
not apply to a Claim  arising out of or based upon a Violation  which  occurs in
reliance upon and in  conformity  with  information  furnished in writing to the
Company  by  such  Indemnified  Person  expressly  for  use in the  Registration
Statement or any such amendment  thereof or supplement  thereto;  (ii) shall not
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;  and (iii) with respect to any  preliminary  prospectus,
shall not inure to the benefit of any Indemnified Person if the untrue statement
or  omission  of material  fact  contained  in the  preliminary  prospectus  was
corrected on a timely basis in the prospectus,  as then amended or supplemented,
if such corrected  prospectus was timely made available by the Company  pursuant
to Section  3(c) hereof,  and the  Indemnified  Person was  promptly  advised in
writing not to use the  incorrect  prospectus  prior to the use giving rise to a
Violation and such Indemnified  Person,  notwithstanding  such advice,  used it.
Such  indemnity  shall  remain  in  full  force  and  effect  regardless  of any
investigation  made by or on behalf of the Indemnified  Person and shall survive
the transfer of the Registrable  Securities by the Investors pursuant to Section
9.

                  b. In connection with any  Registration  Statement in which an
Investor is  participating,  each such Investor agrees severally and not jointly
to  indemnify,  hold  harmless  and  defend,  to the same extent and in the same
manner set forth in Section 6(a), the Company,  each of its  directors,  each of
its officers who signs the  Registration  Statement,  its employees,  agents and
each person,  if any, who controls the Company  within the meaning of Section 15
of the  Securities  Act or  Section  20 of  the  Exchange  Act,  and  any  other
stockholder selling securities pursuant to the Registration  Statement or any of
its directors or officers or any person who controls such stockholder within the
meaning of the  Securities  Act or the Exchange Act  (collectively  and together
with an Indemnified Person, an "Indemnified Party"),  against any Claim to which
any of them may become  subject,  under the Securities  Act, the Exchange Act or
otherwise,  insofar as such Claim arises out of or is based upon any  Violation,
in each case to the extent (and only to the extent) that such  Violation  occurs
in reliance upon and in  conformity  with written  information  furnished to the
Company by such Investor  expressly for use in connection with such Registration
Statement; and subject to Section 6(c) such Investor will reimburse any legal or
other expenses  (promptly as such expenses are incurred and are due and payable)
reasonably  incurred by an Indemnified Party in connection with investigating or
defending  any such  Claim;  provided,  however,  that the  indemnity  agreement
contained in this Section 6(b) shall not apply to amounts paid in  settlement of
any Claim if such  settlement is effected  without the prior written  consent of
such  Investor,  which consent  shall not be  unreasonably  withheld;  provided,
further,  however,  that the  Investor  shall be  liable  under  this  Agreement
(including  this  Section  6(b) and  Section 7) for only that amount as does not
exceed the net proceeds  actually  received by such  Investor as a result of the
sale of Registrable  Securities  pursuant to such Registration  Statement.  Such
indemnity shall remain in full force and effect  regardless of any investigation
made by or on behalf of such Indemnified Party and shall survive the transfer of
the   Registrable   Securities   by  the   Investors   pursuant  to  Section  9.
Notwithstanding  anything to the contrary contained herein, the  indemnification
agreement  contained  in this  Section  6(b)  with  respect  to any  preliminary
prospectus shall not inure to the benefit of any Indemnified Party if the untrue
statement or omission of material fact contained in the  preliminary  prospectus

                                      -11-
<PAGE>

was  corrected  on a  timely  basis  in  the  prospectus,  as  then  amended  or
supplemented,  and the  Indemnified  Party  failed  to  utilize  such  corrected
prospectus.

                  c.  Promptly  after  receipt  by  an  Indemnified   Person  or
Indemnified  Party  under this  Section 6 of notice of the  commencement  of any
action  (including  any  governmental   action),   such  Indemnified  Person  or
Indemnified  Party shall,  if a Claim in respect  thereof is to made against any
indemnifying  party under this  Section 6, deliver to the  indemnifying  party a
written notice of the commencement  thereof,  and the  indemnifying  party shall
have the right to participate in, and, to the extent the  indemnifying  party so
desires,  jointly with any other indemnifying party similarly noticed, to assume
control  of the  defense  thereof  with  counsel  mutually  satisfactory  to the
indemnifying  party and the Indemnified  Person or the Indemnified Party, as the
case may be;  provided,  however,  that  such  indemnifying  party  shall not be
entitled to assume such defense and an Indemnified  Person or Indemnified  Party
shall have the right to retain its own counsel  with the fees and expenses to be
paid by the  indemnifying  party,  if,  in the  reasonable  opinion  of  counsel
retained by the indemnifying  party, the  representation  by such counsel of the
Indemnified  Person or  Indemnified  Party and the  indemnifying  party would be
inappropriate  due to actual or  potential  conflicts  of interest  between such
Indemnified  Person or Indemnified Party and any other party represented by such
counsel in such proceeding or the actual or potential  defendants in, or targets
of, any such action include both the Indemnified Person or the Indemnified Party
and the indemnifying  party and any such Indemnified Person or Indemnified Party
reasonably  determines  that  there  may be  legal  defenses  available  to such
Indemnified  Person or Indemnified Party which are different from or in addition
to those  available  to such  indemnifying  party.  In the event an  Indemnified
Person or Indemnified  Party retains its own counsel pursuant to the immediately
preceding sentence, the indemnifying party shall pay for only one separate legal
counsel for the Indemnified  Persons or the Indemnified  Parties, as applicable,
and  such   legal   counsel   shall  be   selected   by   Investors   holding  a
majority-in-interest  of the Registrable Securities included in the Registration
Statement to which the Claim relates (with the approval of the Initial Investors
if they hold Registrable Securities included in such Registration Statement), if
the Investors are entitled to indemnification  hereunder,  or by the Company, if
the Company is entitled to indemnification hereunder, as applicable. The failure
to deliver written notice to the indemnifying  party within a reasonable time of
the commencement of any such action shall not relieve such indemnifying party of
any liability to the Indemnified  Person or Indemnified Party under this Section
6, except to the extent that the  indemnifying  party is actually  prejudiced in
its ability to defend such action. The indemnification  required by this Section
6 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.

         7.       CONTRIBUTION.

                  a. To the extent any  indemnification by an indemnifying party
is  prohibited  or limited by law,  the  indemnifying  party  agrees to make the
maximum contribution with respect to any amounts for which it would otherwise be
liable  under  Section  6 to the  fullest  extent  permitted  by law;  provided,
however,  that (i) no contribution shall be made under  circumstances  where the
maker would not have been liable for  indemnification  under the fault standards
set forth in Section 6, (ii) no person  guilty of  fraudulent  misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution  from any seller of  Registrable  Securities  who was not guilty of
such fraudulent  misrepresentation,  and (iii)  contribution  (together with any
indemnification  or other  obligations  under this  Agreement)  by any seller of
Registrable  Securities shall be limited in amount to the net amount of proceeds
received by such seller from the sale of such Registrable Securities.

                  b.  Notwithstanding  the  foregoing,  in the event the Initial

                                      -12-
<PAGE>

Investors  participate in an underwriting  hereunder pursuant to an underwriting
agreement  which  includes  indemnification  and  contribution  provisions,  the
indemnification  and  contribution  provisions  contained  in such  underwriting
agreement shall control and supersede the provisions contained in Sections 6 and
7(a)  hereof  with  respect  to  any   violations   arising  from  the  offering
contemplated by such underwriting agreement.

         8.       REPORTS UNDER THE EXCHANGE ACT.

         With a view to making  available to the  Investors the benefits of Rule
144 promulgated under the Securities Act or any other similar rule or regulation
of the SEC that may at any time permit the  Investors to sell  securities of the
Company to the public without registration ("Rule 144"), the Company agrees to:

                  b.  file  with  the SEC in a timely  manner  and make and keep
available  all reports  and other  documents  required of the Company  under the
Securities  Act and the Exchange Act so long as the Company  remains  subject to
such  requirements  (it being  understood  that  nothing  herein shall limit the
Company's  obligations under Section 4(c) of the Securities  Purchase Agreement)
and the filing and  availability of such reports and other documents is required
for the applicable provisions of Rule 144; and

                  c.  furnish to each  Investor  so long as such  Investor  owns
shares of Preferred  Stock,  Warrants or Registrable  Securities,  promptly upon
request,  (i) a written  statement by the Company that it has complied  with the
reporting  requirements of Rule 144(c), (ii) a copy of the most recent annual or
quarterly report of the Company and such other reports and documents so filed by
the Company,  and (iii) such other information as may be reasonably requested to
permit  the  Investors  to sell such  securities  pursuant  to Rule 144  without
registration.

         9.       ASSIGNMENT OF REGISTRATION RIGHTS.

         The rights of the Investors hereunder,  including the right to have the
Company register  Registrable  Securities  pursuant to this Agreement,  shall be
automatically  assignable  by  each  Investor  to any  transferee  of all or any
portion  of the shares of  Preferred  Stock,  the  Warrants  or the  Registrable
Securities  if:  (i) the  Investor  agrees in  writing  with the  transferee  or
assignee to assign such rights, and a copy of such agreement is furnished to the
Company after such assignment, (ii) the Company is furnished with written notice
of (a)  the  name  and  address  of such  transferee  or  assignee,  and (b) the
securities with respect to which such registration  rights are being transferred
or  assigned,   (iii)  following  such  transfer  or  assignment,   the  further
disposition of such securities by the transferee or assignee is restricted under
the Securities Act and applicable  state  securities laws, (iv) at or before the
time the Company receives the written notice contemplated by clause (ii) of this
sentence,  the  transferee or assignee  agrees in writing for the benefit of the
Company  to be bound by all of the  provisions  contained  herein,  and (v) such
transfer shall have been made in accordance with the applicable  requirements of
the Securities Purchase Agreement.

         10.      AMENDMENT OF REGISTRATION RIGHTS.

         Provisions of this Agreement may be amended and the observance  thereof
may  be  waived  (either  generally  or  in a  particular  instance  and  either
retroactively  or  prospectively),  only with written consent of the Company and
Investors  who hold a  majority  interest  of the  Registrable  Securities.  Any
amendment or waiver effected in accordance with this Section 10 shall be binding
upon each Investor and the Company.

         11.      MISCELLANEOUS.

                  a. A person or entity is deemed to be a holder of  Registrable

                                      -13-
<PAGE>

Securities  whenever  such  person or entity  owns of  record  such  Registrable
Securities.  If  the  Company  receives  conflicting  instructions,  notices  or
elections  from  two or more  persons  or  entities  with  respect  to the  same
Registrable  Securities,  the Company shall act upon the basis of  instructions,
notice  or  election  received  from the  registered  owner of such  Registrable
Securities.

                  b. Any  notices  required or  permitted  to be given under the
terms of this  Agreement  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 (5) 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 a copy to:

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

and if to any Investor,  at such address as such Investor shall have provided in
writing to the Company, or at such other address as each such party furnishes by
notice given in accordance with this Section 11(b).

                  c.  Failure of any party to exercise any right or remedy under
this  Agreement or otherwise,  or delay by a party in  exercising  such right or
remedy, shall not operate as a waiver thereof.

                  d.  This  Agreement  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 Agreement 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  further 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
Investors'  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.

                  e. This  Agreement,  the Securities  Purchase  Agreement,  the
Placement  Agency  Agreement  and the  Warrants  (including  all  schedules  and
exhibits thereto)  constitute the entire agreement among the parties hereto with
respect to the subject  matter  hereof and thereof.  There are no  restrictions,
promises, warranties or undertakings,  other than those set forth or referred to
herein and therein.  This Agreement,  the Securities  Purchase Agreement and the
Placement  Agency Agreement  supersede all prior  agreements and  understandings
among the parties hereto with respect to the subject matter hereof and thereof.

                  f.  Subject  to the  requirements  of  Section 9 hereof,  this
Agreement  shall inure to the benefit of and be binding upon the  successors and
assigns of each of the parties hereto.

                                      -14-
<PAGE>

                  g.  The headings in  this  Agreement  are for  convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.

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

                  i. Each party  shall do and  perform,  or cause to be done and
performed,  all such further acts and things,  and shall execute and deliver all
such other  agreements,  certificates,  instruments and documents,  as the other
party may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby.

                  j. All  consents  and other  determinations  to be made by the
Investors or the Initial  Investors  pursuant to this Agreement shall be made by
the  Investors or the Initial  Investors  holding a majority of the  Registrable
Securities  (determined  as if all shares of Preferred  Stock and Warrants  then
outstanding  had been  converted into or exercised for  Registrable  Securities)
held by all Investors or Initial Investors, as the case may be.

                  k. The initial  number of Registrable  Securities  included on
any  Registration  Statement  and each  increase  to the  number of  Registrable
Securities  included  thereon  shall be allocated  pro rata among the  Investors
based on the number of Registrable  Securities held by each Investor at the time
of such establishment or increase,  as the case may be. In the event an Investor
shall sell or otherwise  transfer any of such holder's  Registrable  Securities,
each  transferee  shall  be  allocated  a pro  rata  portion  of the  number  of
Registrable Securities included on a Registration Statement for such transferor.
Any shares of Common Stock included on a Registration Statement and which remain
allocated to any person or entity which does not hold any Registrable Securities
shall be allocated to the remaining  Investors,  pro rata based on the number of
shares of Registrable Securities then held by such Investors.  For the avoidance
of doubt,  the number of  Registrable  Securities  held by any Investor shall be
determined  as if all shares of Preferred  Stock and Warrants  then  outstanding
were converted into or exercised for Registrable Securities.

                  l.  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.







                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      -15-
<PAGE>



         IN WITNESS  WHEREOF,  the parties have caused this Agreement to be duly
executed as of the date first above written.


NETWORK IMAGING CORPORATION


By:
   -----------------------------
Name:
   -----------------------------
Its:
   -----------------------------

INITIAL INVESTOR:

CAPITAL VENTURES INTERNATIONAL


By:
   -----------------------------
Name:
   -----------------------------
Its:
   -----------------------------

INITIAL INVESTOR:

ZANETT LOMBARDIER, LTD.


By:
   -----------------------------
Name:
     ---------------------------
Its:
    ----------------------------

INITIAL INVESTOR:


THE ZANETT SECURITIES CORPORATION


By:
   -----------------------------
Name:
     ---------------------------
Its:
    ----------------------------







  
                                      -16-
<PAGE>





                                                                    EXHIBIT 1
                                                                        to
                                                                  Registration
                                                                      Rights
                                                                     Agreement

                                     [Date]


[Name and address
of transfer agent]


                         RE: NETWORK IMAGING CORPORATION

Ladies and Gentlemen:

         We are counsel to Network Imaging Corporation,  a corporation organized
under the laws of the State of Delaware (the "Company"),  and we understand that
[Name of Investor]  (the  "Holder") has purchased from the Company (i) shares of
the Company's Series K Convertible  Preferred Stock (the "Preferred Stock") that
are convertible  into shares of the Company's common stock, par value $.0001 per
share  (the  "Common  Stock")  and  (ii)  warrants  (the  "Warrants")  that  are
exercisable  for shares of Common Stock.  The Preferred  Stock and Warrants were
purchased by the Holder pursuant to a Securities Purchase Agreement, dated as of
July 28,  1997,  by and among  the  Company  and the  signatories  thereto  (the
"Agreement").  Pursuant to a Registration Rights Agreement, dated as of July 28,
1997, by and among the Company and the  signatories  thereto (the  "Registration
Rights Agreement"),  the Company agreed with the Holder,  among other things, to
register the Registrable Securities (as that term is defined in the Registration
Rights  Agreement) under the Securities Act of 1933, as amended (the "Securities
Act"),  upon  the  terms  provided  in the  Registration  Rights  Agreement.  In
connection  with  the  Company's   obligations  under  the  Registration  Rights
Agreement, on         , 1997, the Company filed a Registration Statement on Form
              ----- --
S-    (File No. 333-               )  (the  "Registration  Statement")  with the
  ---                 -------------
Securities  and  Exchange  Commission  (the "SEC")  relating to the  Registrable
Securities, which names the Holder as a selling stockholder thereunder.

 [Other customary introductory and scope of examination language to be inserted]

         Based on the  foregoing,  we are of the  opinion  that the  Registrable
Securities have been registered under the Securities Act.

                   [Other customary language to be included.]


                                                Very truly yours,



cc:   [Name of Investor]