CERTIFICATE OF DESIGNATION OF
              SERIES J CONVERTIBLE PREFERRED STOCK OF
                    NETWORK IMAGING CORPORATION

            The undersigned, James J. Leto and Robert P.
  Bernardi, hereby certify that:

            1    They are the duly elected and acting President
  and Secretary, respectively, of Network Imaging Corporation, a
  Delaware corporation (the "Company").

            1    The Certificate of Incorporation of the Company
  authorizes 20,000,000 shares of preferred stock, par value
  $.0001 per share, of which the following have been authorized
  and are issued and outstanding: Series A Cumulative
  Convertible Preferred Stock, 1,750,000 authorized and
  1,605,025 outstanding; Series E Convertible Preferred Stock, 2
  authorized and 2 outstanding; Series F-1, F-2, F-3 or F-4
  Convertible Preferred Stock, 1,792,186 authorized and
  1,792,186 of Series F-1 Convertible Preferred Stock
  outstanding; Series H Convertible Preferred Stock, 270
  authorized and 270 outstanding; Series I Convertible Preferred
  Stock, 275 authorized and 275 outstanding.

            1    The following is a true and correct copy of
  resolutions duly adopted by the Board of Directors at a
  meeting duly held September 25, 1996, which constituted all
  requisite action on the part of the Company for adoption of
  such resolutions.

                            RESOLUTIONS

            WHEREAS, the Board of Directors of the Company (the
  "Board of Directors") is authorized to provide for the
  issuance of the shares of Preferred Stock in series, and by
  filing a certificate pursuant to the applicable law of the
  State of Delaware, to establish from time to time the number
  of shares to be included in each such series, and to fix the
  designations, powers, preferences and rights of the shares of
  each such series and the qualifications, limitations or
  restrictions thereof;

            WHEREAS, the Board of Directors desires, pursuant to
  its authority as aforesaid, to designate a new series of
  preferred stock, set the number of shares constituting such
  series and fix the rights, preferences, privileges and
  restrictions of such series.

            NOW, THEREFORE, BE IT RESOLVED, that the Board of
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  Directors hereby designates a new series of preferred stock
  and the number of shares constituting such series and fixes
  the rights, preferences, privileges and restrictions relating
  to such series as follows:

            1  Designation, Amount and Par Value.  The series of
  Preferred Stock shall be designated as the Series J
  Convertible Preferred Stock (the "Preferred Stock"), and the
  number of shares so designated shall be 500.  The par value of
  each share of Preferred Stock shall be $.0001.  Each share of
  Preferred Stock shall have a stated value of $10,000 per share
  (the "Stated Value").

            1  Dividends.

            1    Holders of Preferred Stock shall be entitled to
  receive, when and as declared by the Board of Directors out of
  funds legally available therefor, and the Company shall pay,
  cumulative dividends at the rate per share (as a percentage of
  the Stated Value per share) equal to 6% per annum, payable, in
  cash or shares of Common Stock, in arrears on the Conversion
  Date (as hereinafter defined).  Dividends on the Preferred
  Stock shall accrue daily commencing the Original Issue Date
  (as defined in Section 6) and shall be deemed to accrue on
  such date whether or not earned or declared and whether or not
  there are profits, surplus or other funds of the Company
  legally available for the payment of dividends.  The party
  that holds the Preferred Stock on an applicable record date
  for any dividend payment will be entitled to receive such
  dividend payment and any other accrued and unpaid dividends
  which accrued prior to such dividend payment date, without
  regard to any sale or disposition of such Preferred Stock
  subsequent to the applicable record date but prior to the
  applicable dividend payment date.  Except as otherwise
  provided herein, if at any time the Company pays less than the
  total amount of dividends then accrued to any class of
  Preferred Stock, such payment shall be distributed ratably
  among the holders of such class based upon the number of
  shares held by each holder.

            1    So long as any Preferred Stock shall remain
  outstanding, neither the Company nor any subsidiary thereof
  shall redeem, purchase or otherwise acquire directly or
  indirectly any Junior Securities (as defined in Section 6),
  nor shall the Company directly or indirectly pay or declare
  any dividend or make any distribution (other than a dividend
  or distribution described in Section 5) upon, nor shall any
  distribution be made in respect of, any Junior Securities, nor
  shall any monies be set aside for or applied to the purchase
  or redemption (through a sinking fund or otherwise) of any

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<PAGE>






  Junior Securities unless all dividends on the Preferred Stock
  for all past dividend periods shall have been paid.

            1  Voting Rights.  Except as otherwise provided
  herein and as otherwise provided by law, the Preferred Stock
  shall have no voting rights.  However, so long as any shares
  of Preferred Stock are outstanding, the Company shall not,
  without the affirmative vote of the holders of a majority of
  the shares of the Preferred Stock then outstanding, (i) alter
  or change adversely the powers, preferences or rights given to
  the Preferred Stock or (ii) authorize or create any class of
  stock ranking as to dividends or distribution of assets upon a
  Liquidation (as defined below) senior to, prior to or pari
  passu with the Preferred Stock.

            1  Liquidation.  Upon any liquidation, dissolution
  or winding-up of the Company, whether voluntary or involuntary
  (a "Liquidation"), the holders of shares of Preferred Stock
  shall be entitled to receive out of the assets of the Company,
  whether such assets are capital or surplus, for each share of
  Preferred Stock an amount equal to the Stated Value, plus an
  amount equal to accrued but unpaid dividends per share,
  whether declared or not, but without interest, before any
  distribution or payment shall be made to the holders of any
  Junior Securities, and if the assets of the Company shall be
  insufficient to pay in full such amounts, then the entire
  assets to be distributed shall be distributed among the
  holders of Preferred Stock ratably in accordance with the
  respective amounts that would be payable on such shares if all
  amounts payable thereon were paid in full.  A sale, conveyance
  or disposition of all or substantially all of the assets of
  the Company or the effectuation by the Company of a
  transaction or series of related transactions in which more
  than 50% of the voting power of the Company is disposed of
  shall be deemed a Liquidation; provided that, a consolidation
  or merger of the Company with or into any other Company or
  Companies shall not be treated as a Liquidation, but instead
  shall be subject to the provisions of Section 5.  The Company
  shall mail written notice of any such liquidation, not less
  than 60 days prior to the payment date stated therein, to each
  record holder of Preferred Stock.

            1  Conversion.

            1    Each share of Preferred Stock shall be
  convertible into shares of Common Stock at the Conversion
  Ratio (as defined in Section 6) at the option of the holder in
  whole or in part at any time after the expiration of the
  earlier to occur of (i) 60 days after the Original Issue Date
  and (ii) the date that the Securities and Exchange Commission

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<PAGE>






  (the "Commission") declares effective under the Securities Act
  of 1933, as amended (the "Securities Act") the registration
  statement contemplated by the Registration Rights Agreement,
  dated the Original Issue Date (the "Registration Rights
  Agreement"), by and between the Company and the original
  holder of Preferred Stock relating to the Preferred Stock and
  the shares of Common Stock into which the Preferred Stock is
  convertible in accordance with the terms hereof.  Any
  conversion under this Section 5(a) shall be of a minimum
  amount of at least ten (10) shares of Preferred Stock.  The
  holder shall effect conversions by surrendering the
  certificate or certificates representing the shares of
  Preferred Stock to be converted to the Company, together with
  the form of conversion notice attached hereto as Exhibit A
  (the "Holder Conversion Notice") in the manner set forth in
  Section 5(j).  Each Holder Conversion Notice shall specify the
  number of shares of Preferred Stock to be converted and the
  date on which such conversion is to be effected, which date
  may not be prior to the date the holder delivers such Notice
  by facsimile (the "Holder Conversion Date").  Subject to
  Section 5(c) and, as to the original holder (or its sole
  designee), subject to Section 4.13 of the Purchase Agreement
  (as defined in Section 6), each Holder Conversion Notice, once
  given, shall be irrevocable.  If the holder is converting less
  than all shares of Preferred Stock represented by the
  certificate or certificates tendered by the holder with the
  Holder Conversion Notice, the Company shall promptly deliver
  to the holder a certificate for such number of shares as have
  not been converted.

            1    Provided that ten (10) Trading Days (as defined
  in Section 6) shall have elapsed from the date the Commission
  declared the registration statement contemplated by the
  Registration Rights Agreement effective under the Securities
  Act, each share of the Preferred Stock shall be convertible
  into shares of Common Stock at the Conversion Ratio at the
  option of the Company in whole or in part at any time on or
  after the expiration of one (1) year after the Original Issue
  Date; provided, however, that the Company is not permitted to
  deliver a Company Conversion Notice (as defined below) within
  ten (10) days of issuing any press release or other public
  statement relating to such conversion.  The Company shall
  effect such conversion by delivering to the holders of such
  shares of Preferred Stock to be converted a written notice in
  the form attached hereto as Exhibit B (the "Company Conversion
  Notice"), which Company Conversion Notice, once given, shall
  be irrevocable.  Each Company Conversion Notice shall specify
  the number of shares of Preferred Stock to be converted and
  the date on which such conversion is to be effected, which
  date will be at least one (1) Trading Day after the date the

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<PAGE>






  Company delivers such Notice by facsimile to the holder (the
  "Company Conversion Date").  The Company shall give such
  Company Conversion Notice in accordance with Section 5(j)
  below at least one (1) Trading Day before the Company
  Conversion Date.  Any such conversion shall be effected on a
  pro rata basis among the holders of Preferred Stock.  Upon the
  conversion of shares of Preferred Stock pursuant to a Company
  Conversion Notice, the holders of the Preferred Stock shall
  surrender the certificates representing such shares at the
  office of the Company or of any transfer agent for the
  Preferred Stock or Common Stock.  If the Company is converting
  less than all shares of the Preferred Stock, the Company
  shall, upon conversion of such shares subject to such Company
  Conversion Notice and receipt of the certificate or
  certificates representing such shares of Preferred Stock
  deliver to the holder or holders a certificate for such number
  of shares of Preferred Stock as have not been converted.  Each
  of a Holder Conversion Notice and a Company Conversion Notice
  is sometimes referred to herein as a "Conversion Notice," and
  each of a "Holder Conversion Date" and a "Company Conversion
  Date" is sometimes referred to herein as a "Conversion Date."

            1    (i)  If the average of the Per Share Market
  Value (as defined in Section 6) for the five (5) Trading Days
  immediately preceding the date that the Company receives any
  Holder Conversion Notice is less than $3 1/8, then the Company
  shall have the right, exercisable by notice to the tendering
  holder by the close of business on the Business Day following
  the Company's receipt of such Conversion Notice, to redeem the
  Preferred Stock tendered for conversion pursuant to such
  Holder Conversion Notice at a price equal to the product of
  (i) the average of the Per Share Market Value for the five (5)
  Trading Days immediately preceding the Conversion Date, (ii)
  the number of shares of Preferred Stock which would then be
  converted but for this section, and (iii) the Conversion
  Ratio, which redemption price will be paid by the Company
  within ten (10) Business Days of its receipt of such Holder
  Conversion Notice.  If the Company fails for any reason to pay
  such redemption price within such period, the Company shall
  effect the conversion of Preferred Shares subject to such
  Holder Conversion Notice at the lesser of the Conversion Price
  measured on the Conversion Date indicated in the Holder
  Conversion Notice and the Conversion Price measured at the end
  of such ten (10) Business Day period.  The holder shall have
  the right, exercisable at any time when the Per Share Market
  Value is such that the Company would have the right of
  redemption contemplated in this section were it to receive a
  Holder Conversion Notice, to deliver to the Company (by
  facsimile) a letter inquiring whether the Company would
  exercise such redemption right if it received a Holder

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                                -5-
<PAGE>






  Conversion Notice within five (5) calendar days of its receipt
  of such letter, which such inquiry letter shall set forth the
  number of shares that would be subject to such Holder
  Conversion Notice.  The Company shall respond to the inquiry
  letter (by facsimile) by the close of business on the Business
  Day after which it is received, which response shall be
  binding upon it with respect to the Conversion Notice that is
  subject to such inquiry letter.  The Company shall be deemed
  to have waived its redemption right if it fails for any reason
  to respond by facsimile to the holder delivering such inquiry
  letter by the close of business on the Business Day after its
  receipt of the inquiry letter.

                (ii)  Not later than three (3) Trading Days
  after the Conversion Date, the Company will deliver to the
  holder (i) a certificate or certificates which shall be free
  of restrictive legends and trading restrictions (other than
  those then required by law and as set forth in the Purchase
  Agreement, representing the number of shares of Common Stock
  being acquired upon the conversion of shares of Preferred
  Stock and (ii) one or more certificates representing the
  number of shares of Preferred Stock not converted; provided,
  however, that the Company shall not be obligated to issue
  certificates evidencing the shares of Common Stock issuable
  upon conversion of any shares of Preferred Stock until
  certificates evidencing such shares of Preferred Stock are
  either delivered for conversion to the Company or any transfer
  agent for the Preferred Stock or Common Stock, or the holder
  notifies the Company that such certificates have been lost,
  stolen or destroyed and provides a bond (or other adequate
  security reasonably acceptable to the Company) satisfactory to
  the Company to indemnify the Company from any loss incurred by
  it in connection therewith.  The Company shall, upon request
  of the holder, use its best efforts to deliver any certificate
  or certificates required to be delivered by the Company under
  this Section 5(c) electronically through the Depository Trust
  Corporation or another established clearing corporation
  performing similar functions.  In the case of a conversion
  pursuant to a Holder Conversion Notice, if such certificate or
  certificates are not delivered by the date required under this
  Section 5(c), the holder shall be entitled by written notice
  to the Company at any time on or before such holder's receipt
  of such certificate or certificates thereafter, to rescind
  such conversion, in which event the Company shall immediately
  return the certificates representing the shares of Preferred
  Stock tendered for conversion.

            1    (i)  The conversion price for each share of
  Preferred Stock (the "Conversion Price") in effect on any
  Conversion Date shall be the lesser of (a) $3 1/8 and (b) 81% 

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                                -6-
<PAGE>






  of the average Per Share Market Value for the five (5) Trading
  Days immediately preceding the Conversion Date; provided,
  however, (x) if the registration statement to be filed by the
  Company in accordance with the Registration Rights Agreement
  is not filed with the Commission on or prior to the Filing
  Date (as defined in the Registration Rights Agreement), (y)
  such registration statement so filed is not declared effective
  by the Commission on or prior to the Effectiveness Date (as
  defined in the Registration Rights Agreement) or (z) such
  registration statement so filed is declared effective but
  thereafter ceases to be effective at any time during the
  Effectiveness Period (as defined in the Registration Rights
  Agreement) without being succeeded within 30 days by a
  subsequent registration statement filed with and declared
  effective by the Commission (any such failure being
  hereinafter referred to as an "Event", and for purposes of
  clauses (x) and (y) the date on which such Event occurs, or
  for purposes of clause (z) the date on which such 30-day limit
  is exceeded, being hereinafter referred to as an "Event
  Date"), clause (b) above shall be decreased by 2% monthly
  (i.e., 79% at the end of the first such month and 77% at the
  end of the second such month).  Commencing on the third month
  after an Event Date, the two (2%) percent monthly penalty
  shall be paid to the holder in cash.

                (ii)  If the Company, at any time while any
  shares of Preferred Stock are outstanding, (a) shall pay a
  stock dividend or otherwise make a distribution or
  distributions on shares of its Junior Securities payable in
  shares of its capital stock (whether payable in shares of its
  Common Stock or of capital stock of any class), (b) subdivide
  outstanding shares of Common Stock into a larger number of
  shares, (c) combine outstanding shares of Common Stock into a 
  smaller number of shares, or (d) issue by reclassification of
  shares of Common Stock any shares of capital stock of the
  Company, the Conversion Price designated in Section 5(d)(i)
  shall be multiplied by a fraction of which the numerator shall
  be the number of shares of Common Stock outstanding before
  such event and of which the denominator shall be the number of
  shares of Common Stock outstanding after such event.  Any
  adjustment made pursuant to this Section 5(d)(ii) shall become
  effective immediately after the record date for the
  determination of stockholders entitled to receive such
  dividend or distribution and shall become effective
  immediately after the effective date in the case of a
  subdivision, combination or re-classification.

               (iii)  If the Company, at any time while any
  shares of Preferred Stock are outstanding, shall issue rights
  or warrants to all holders of Common Stock entitling them to

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                                -7-
<PAGE>






  subscribe for or purchase shares of Common Stock at a price
  per share less than the Per Share Market Value of Common Stock
  at the record date mentioned below, the Conversion Price
  designated in Section 5(d)(i) shall be multiplied by a
  fraction, of which the denominator shall be the number of
  shares of Common Stock (excluding treasury shares, if any)
  outstanding on the date of issuance of such rights or warrants
  plus the number of additional shares of Common Stock offered
  for subscription or purchase, and of which the numerator shall
  be the number of shares of Common Stock (excluding treasury
  shares, if any) outstanding on the date of issuance of such
  rights or warrants plus the number of shares which the
  aggregate offering price of the total number of shares so
  offered would purchase at such Per Share Market Value.  Such
  adjustment shall be made whenever such rights or warrants are
  issued, and shall become effective immediately after the
  record date for the determination of stockholders entitled to
  receive such rights or warrants.  However, upon the expiration
  of any right or warrant to purchase Common Stock the issuance
  of which resulted in an adjustment in the Conversion Price
  designated in Section 5(d)(i) pursuant to this Section
  5(d)(iii), if any such right or warrant shall expire and shall
  not have been exercised, the Conversion Price designated in
  Section 5(d)(i) shall immediately upon such expiration be
  recomputed and effective immediately upon such expiration be
  increased to the price which it would have been (but
  reflecting any other adjustments in the Conversion Price made 
  pursuant to the provisions of this Section 5 after the
  issuance of such rights or warrants) had the adjustment of the
  Conversion Price made upon the issuance of such rights or
  warrants been made on the basis of offering for subscription
  or purchase only that number of shares of Common Stock
  actually purchased upon the exercise of such rights or
  warrants actually exercised.

                (iv)  If the Company, at any time while shares
  of Preferred Stock are outstanding, shall distribute to all
  holders of Common Stock (and not to holders of Preferred
  Stock) evidences of its indebtedness or assets or rights or
  warrants to subscribe for or purchase any security (excluding
  those referred to in Section 5(d)(iii) above) then in each
  such case the Conversion Price at which each share of
  Preferred Stock shall thereafter be convertible shall be
  determined by multiplying the Conversion Price in effect
  immediately prior to the record date fixed for determination
  of stockholders entitled to receive such distribution by a
  fraction of which the denominator shall be the Per Share
  Market Value of Common Stock determined as of the record date
  mentioned above, and of which the numerator shall be such Per
  Share Market Value of the Common Stock on such record date

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                                -8-
<PAGE>






  less the then fair market value at such record date of the
  portion of such assets or evidence of indebtedness so
  distributed applicable to one (1) outstanding share of Common
  Stock as determined by the Board of Directors in good faith;
  provided, however, that in the event of a distribution
  exceeding ten percent (10%) of the net assets of the Company,
  such fair market value shall be determined by a nationally
  recognized or major regional investment banking firm or firm
  of independent certified public accountants of recognized
  standing (which may be the firm that regularly examines the
  financial statements of the Company) (an "Appraiser") selected
  in good faith by the holders of a majority in interest of the 
  shares of Preferred Stock; and provided, further that the
  Company, after receipt of the determination by such Appraiser
  shall have the right to select an additional Appraiser, in
  which case the fair market value shall be equal to the average
  of the determinations by each such Appraiser.  In either case
  the adjustments shall be described in a statement provided to
  all holders of Preferred Stock of the portion of assets or
  evidences of indebtedness so distributed or such subscription
  rights applicable to one (1) share of Common Stock.  Such
  adjustment shall be made whenever any such distribution is
  made and shall become effective immediately after the record
  date mentioned above.

                 (v)  All calculations under this Section 5
  shall be made to the nearest cent or the nearest 1/100th of a
  share, as the case may be.

                    (vi)             Whenever the Conversion
  Price is adjusted pursuant to Section 5(d)(ii),(iii), (iv) or
  (v), the Company shall promptly mail to each holder of
  Preferred Stock, a notice setting forth the Conversion Price
  after such adjustment and setting forth a brief statement of
  the facts requiring such adjustment.

                   (vii)             In case of any
  reclassification of the Common Stock, any consolidation or
  merger of the Company with or into another Person, the sale or
  transfer of all or substantially all of the assets of the
  Company or any compulsory share exchange pursuant to which the
  Common Stock is converted into other securities, cash or
  property, the holders of the Preferred Stock then outstanding
  shall have the right thereafter to convert such shares only
  into the shares of stock and other securities and property
  receivable upon or deemed to be held by holders of Common
  Stock following such reclassification, consolidation, merger,
  sale, transfer or share exchange, and the holders of the
  Preferred Stock shall be entitled upon such event to receive
  such amount of securities or property as the shares of the

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                                -9-
<PAGE>






  Common Stock of the Company into which such shares of
  Preferred Stock could have been converted immediately prior to
  such reclassification, consolidation, merger, sale, transfer
  or share exchange would have been entitled.  The terms of any
  such consolidation, merger, sale, transfer or share exchange
  shall include such terms so as to continue to give to the
  holder of Preferred Stock the right to receive the securities 
  or property set forth in this Section 5(d)(vii) upon any
  conversion following such consolidation, merger, sale,
  transfer or share exchange.  This provision shall similarly
  apply to successive reclassifications, consolidations,
  mergers, sales, transfers or share exchanges.

                  (viii)  If:

                      a.  the Company shall declare a dividend
                          (or any other distribution) on its
                          Common Stock; or

                      b.  the Company shall declare a special
                          nonrecurring cash dividend on or a
                          redemption of its Common Stock; or

                      c.  the Company shall authorize the
                          granting to all holders of the Common
                          Stock rights or warrants to subscribe
                          for or purchase any shares of capital
                          stock of any class or of any rights;
                          or

                      d.  the approval of any stockholders of
                          the Company shall be required in
                          connection with any reclassification
                          of the Common Stock of the Company
                          (other than a subdivision or
                          combination of the outstanding shares
                          of Common Stock), any consolidation or
                          merger to which the Company is a
                          party, any sale or transfer of all or
                          substantially all of the assets of the
                          Company, or any compulsory share
                          exchange whereby the Common Stock is
                          converted into other securities, cash
                          or property; or

                      e.  the Company shall authorize the
                          voluntary or involuntary dissolution,
                          liquidation or winding-up of the
                          affairs of the Company;


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                                -10-
<PAGE>






  then the Company shall cause to be filed at each office or
  agency maintained for the purpose of conversion of Preferred
  Stock, and shall cause to be mailed to the holders of
  Preferred Stock at their last addresses as they shall appear
  upon the stock books of the Company, at least 30 calendar days
  prior to the applicable record or effective date hereinafter
  specified, a notice stating (x) the date on which a record is
  to be taken for the purpose of such dividend, distribution,
  redemption, rights or warrants, or if a record is not to be
  taken, the date as of which the holders of Common Stock of
  record to be entitled to such dividend, distributions,
  redemption, rights or warrants are to be determined, or (y)
  the date on which such reclassification, consolidation,
  merger, sale, transfer, share exchange, dissolution,
  liquidation or winding-up is expected to become effective, and
  the date as of which it is expected that holders of Common
  Stock of record shall be entitled to exchange their shares of
  Common Stock for securities or other property deliverable upon
  such reclassification, consolidation, merger, sale, transfer,
  share exchange, dissolution, liquidation or winding-up;
  provided, however, that the failure to mail such notice or any
  defect therein or in the mailing thereof shall not affect the
  validity of the corporate action required to be specified in
  such notice.

            1    If at any time conditions shall arise by reason
  of action taken by the Company which in the opinion of the
  Board of Directors are not adequately covered by the other
  provisions hereof and which might materially and adversely
  affect the rights of the holders of Preferred Stock (different
  than or distinguished from the effect generally on rights of
  holders of any class of the Company's capital stock) or if at
  any time any such conditions are expected to arise by reason
  of any action contemplated by the Company, the Company shall
  mail a written notice briefly describing the action
  contemplated and the material adverse effects of such action
  on the rights of the holders of Preferred Stock at least 30
  calendar days prior to the effective date of such action, and
  an Appraiser selected by the holders of majority in interest
  of the Preferred Stock shall give its opinion as to the
  adjustment, if any (not inconsistent with the standards
  established in this Section 5), of the Conversion Price
  (including, if necessary, any adjustment as to the securities
  into which shares of Preferred Stock may thereafter be
  convertible) and any distribution which is or would be
  required to preserve without diluting the rights of the
  holders of shares of Preferred Stock; provided, however, that
  the Company, after receipt of the determination by such
  Appraiser, shall have the right to select an additional
  Appraiser, in which case the adjustment shall be equal to the

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                                -11-
<PAGE>






  average of the adjustments recommended by each such Appraiser. 
  The Board of Directors shall make the adjustment recommended
  forthwith upon the receipt of such opinion or opinions or the
  taking of any such action contemplated, as the case may be;
  provided, however, that no such adjustment of the Conversion
  Price shall be made which in the opinion of the Appraiser(s)
  giving the aforesaid opinion or opinions would result in an
  increase of the Conversion Price to more than the Conversion
  Price then in effect.

            1    The Company covenants that it will at all times
  reserve and keep available out of its authorized and unissued
  Common Stock solely for the purpose of issuance upon
  conversion of Preferred Stock as herein provided, free from
  preemptive rights or any other actual contingent purchase
  rights of Persons other than the holders of Preferred Stock,
  such number of shares of Common Stock as shall be issuable
  (taking into account the adjustments and restrictions of
  Sections 5(b) and Section 5(d) hereof) upon the conversion of
  all outstanding shares of Preferred Stock.  The Company
  covenants that all shares of Common Stock that shall be so
  issuable shall, upon issue, be duly and validly authorized,
  issued and fully paid and nonassessable.

            1    Upon a conversion hereunder, the Company shall
  not be required to issue stock certificates representing
  fractions of shares of Common Stock, but may if otherwise
  permitted, make a cash payment in respect of any final
  fraction of a share based on the Per Share Market Value at
  such time.  If the Company elects not, or is unable, to make
  such a cash payment, the holder of a share of Preferred Stock
  shall be entitled to receive, in lieu of the final fraction of
  a share, one whole share of Common Stock.

            1    The issuance of certificates for shares of
  Common Stock on conversion of Preferred Stock shall be made
  without charge to the holders thereof for any documentary
  stamp or similar taxes that may be payable in respect of the
  issue or delivery of such certificate, provided that the
  Company shall not be required to pay any tax that may be
  payable in respect of any transfer involved in the issuance
  and delivery of any such certificate upon conversion in a name
  other than that of the holder of such shares of Preferred
  Stock so converted and the Company shall not be required to
  issue or deliver such certificates unless or until the Person
  or Persons requesting the issuance thereof shall have paid to
  the Company the amount of such tax or shall have established
  to the satisfaction of the Company that such tax has been
  paid.


   08258-00007/391114.4

                                -12-
<PAGE>






            1    Shares of Preferred Stock converted into Common
  Stock shall be canceled and shall have the status of
  authorized but unissued shares of preferred stock.

            1    Each Holder Conversion Notice shall be given by
  facsimile and by mail, postage prepaid, addressed to the
  attention of the Chief Financial Officer of the Company at the
  facsimile telephone number and address of the principal place
  of business of the Company.  Each Company Conversion Notice
  shall be given by facsimile and by mail, postage prepaid,
  addressed to each holder of Preferred Stock at the facsimile
  telephone number and address of such holder appearing on the
  stock books of the Company or provided to the Company by such
  holder for the purpose of such Company Conversion Notice, or
  if no such facsimile telephone number or address appears or is
  so provided, at the principal place of business of the holder. 
  Any such notice shall be deemed given and effective upon the
  earliest to occur of (i)(a) if such Conversion Notice is
  delivered via facsimile at the facsimile telephone number
  specified in this Section 5(j) prior to 7:30 p.m. (Eastern
  Standard Time) on any date, such date (or, in the case of a
  Company Conversion Notice, the next Trading Day) or such later
  date as is specified in the Conversion Notice, and (b) if such
  Conversion Notice is delivered via facsimile at the facsimile
  telephone number specified in this Section 5(j) after 7:30
  p.m. (Eastern Standard Time) on any date, the next date (or,
  in the case of a Company Conversion Notice, the next Trading
  Day after such next day) or such later date as is specified in
  the Conversion Notice, (ii) five days after deposit in the
  United States mails or (iii) upon actual receipt by the party
  to whom such notice is required to be given.  

            1  Definitions.  For the purposes hereof, the
  following terms shall have the following meanings:

            "Business Day" means any day except Saturday, Sunday
  and any day which shall be a legal holiday or a day on which
  banking institutions in the state of New York are authorized
  or required by law or other government actions to close.

            "Common Stock" means shares now or hereafter
  authorized of the class of Common Stock, par value $.0001, of
  the Company and stock of any other class into which such
  shares may hereafter have been reclassified or changed.

            "Conversion Ratio" means, at any time, a fraction,
  of which the numerator is Stated Value plus accrued but unpaid
  dividends, and of which the denominator is the Conversion
  Price at such time.


   08258-00007/391114.4

                                -13-
<PAGE>






            "Junior Securities" means the Common Stock and all
  other equity securities of the Company, except the Company's
  Series A Cumulative Convertible Preferred Stock, Series E
  Convertible Preferred Stock, Series F-1, F-2, F-3 and F-4
  Convertible Preferred Stock, Series H Convertible Preferred
  Stock and Series I Convertible Preferred Stock.

            "Original Issue Date" shall mean the date of the
  first issuance of any shares of the Preferred Stock regardless
  of the number of transfers of any particular shares of
  Preferred Stock and regardless of the number of certificates
  which may be issued to evidence such Preferred Stock.

            "Per Share Market Value" means on any particular
  date (a) the closing bid price per share of the Common Stock
  on such date on The NASDAQ National Market or other national
  securities exchange on which the Common Stock has been listed
  or if there is no such price on such date, then the closing
  bid price on such national securities exchange or market on
  the date nearest preceding such date, or (b) if the Common
  Stock is not listed on The NASDAQ National Market or any
  national securities exchange or market, the closing bid price
  for a share of Common Stock on the over-the-counter market, as
  reported by the NASDAQ Stock Market at the close of business
  on such date, or (c) if the Common Stock is not quoted on the
  NASDAQ Stock Market, the closing bid price for a share of
  Common Stock on the over-the-counter market as reported by the
  National Quotation Bureau Incorporated (or similar
  organization or agency succeeding to its functions of
  reporting prices), or (d) if the Common Stock is no longer
  reported by the National Quotation Bureau Incorporated (or
  similar organization or agency succeeding to its functions of
  reporting prices), then the average of the "Pink Sheet" quotes
  for the relevant conversion period as determined by the
  holder, or (e) if the Common Stock is no longer publicly
  traded, the fair market value of a share of Common Stock as
  determined by an Appraiser (as defined in Section 5(d)(iv)
  above) selected in good faith by the holders of a majority in
  interest of the shares of the Preferred Stock; provided,
  however, that the Company, after receipt of the determination
  by such Appraiser, shall have the right to select an
  additional Appraiser, in which case, the fair market value
  shall be equal to the average of the determinations by each
  such Appraiser.

            "Person" means a corporation, an association, a
  partnership, organization, a business, an individual, a
  government or political subdivision thereof or a governmental
  agency.


   08258-00007/391114.4

                                -14-
<PAGE>






            "Purchase Agreement" means the Convertible Preferred
  Stock Purchase Agreement, dated as of the Original Issue Date,
  between the Company and the original holder of the Preferred
  Stock.

            "Trading Day" means (a) a day on which the Common
  Stock is traded on The NASDAQ National Market or principal
  national securities exchange or market on which the Common
  Stock has been listed, or (b) if the Common Stock is not
  listed on The NASDAQ National Market or any stock exchange or
  market, a day on which the Common Stock is traded on the
  over-the-counter market, as reported by the NASDAQ Stock
  Market, or (c) if the Common Stock is not quoted on the NASDAQ
  Stock Market, a day on which the Common Stock is quoted in the
  over-the-counter market as reported by the National Quotation
  Bureau Incorporated (or any similar organization or agency
  succeeding its functions of reporting prices).

            RESOLVED FURTHER, that the President and Secretary
  of the Company be, and they hereby are, authorized and
  directed to prepare, execute, verify, and file in Delaware, a 
  Certificate of Designation in accordance with these
  resolutions and as required by law.

            [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


























   08258-00007/391114.4

                                -15-
<PAGE>







            IN WITNESS WHEREOF, Network Imaging Corporation has
  caused its corporate seal to be hereunto affixed and this
  certificate to be signed by James J. Leto, its President, and
  attested by Robert P. Bernardi, its Secretary, this __th day
  of September, 1996.


                                     NETWORK IMAGING CORPORATION



  By:________________________________
                                          James J. Leto
                                          President


  Attest:


  By:___________________________
       Robert P. Bernardi
       Secretary




























   08258-00007/391114.4

                                -16-
<PAGE>






  
  

                             EXHIBIT A

                        NOTICE OF CONVERSION
                     AT THE ELECTION OF HOLDER

  (To be Executed by the Registered Holder
  in order to Convert shares of Preferred Stock)

  The  undersigned  hereby  irrevocably  elects  to  convert  the

  number  of  shares  of Series  J  Convertible  Preferred  Stock
  indicated  below,  into  shares  of  Common  Stock,  par  value
  U.S.$.0001 per share (the   Common Stock ), of Network  Imaging
  Corporation   (the   Company )  according   to  the  conditions
  hereof, as  of the  date written below.   If  shares are  to be
  issued in  the name  of a  person other  than undersigned,  the
  undersigned  will pay  all transfer taxes  payable with respect
  thereto  and  is  delivering  herewith  such  certificates  and
  opinions as reasonably  requested by the Company  in accordance
  therewith.   No  fee will  be  charged to  the Holder  for  any
  conversion, except for such transfer taxes, if any.

  Conversion calculations:                                       

                                     Date to Effect Conversion

                                                                 
                                     Number    of    shares    of
                                     Preferred              Stock
                                     to be Converted

                                                                 
                                     Applicable Conversion Price


                                                                 
                                     Signature 


                                                                 
                                     Name:

                                                                 
                                     Address:

  The Company  undertakes to  promptly upon  its receipt of  this
  conversion  notice  (and, in  any  case prior  to  the time  it
  effects   the   conversion  requested   hereby),   notify   the
  converting holder  by  facsimile of  the  number of  shares  of
  Common Stock outstanding  on such date and the number of shares
  of Common  Stock which would  be issuable to the  holder if the


   08258-00007/391114.4
    
<PAGE>






  
  

  conversion requested  in this  conversion notice  were effected
  in  full,  whereupon, the  holder may,  within one  day  of the
  notice  from  the  Company,  revoke  the  conversion  requested
  hereby to  the extent  that it determines  that such conversion
  would result in it owning  in excess of 4.9% of the outstanding
  shares  of Common  Stock on  such date,  and the  Company shall
  issue  to  the  holder one  or  more  certificates representing
  shares of Preferred  Stock which have not  been converted as  a
  result  of   this  provision.    If   the  holder   waives  the

  applicability  of this  limitation  by  notice to  the  Company
  delivered upon its  receipt of the  Company's notice  regarding
  the  number of  outstanding shares  of Common  Stock or  if the
  Purchaser  fails to respond to  the Company's notice within one
  day  thereafter,  the   Company  shall   effect  in  full   the
  conversion requested in this notice.





































   08258-00007/391114.4
    
<PAGE>






  
  

                             EXHIBIT B

                    NETWORK IMAGING CORPORATION

                      NOTICE OF CONVERSION AT
                    THE ELECTION OF THE COMPANY


  The undersigned  in the name and  on behalf of  Network Imaging
  Corporation  (the  "Company")  hereby  notifies  the  addressee
  hereof that the  Company hereby elects to exercise its right to
  convert [                ] shares of its Series J Convertible Preferred
  Stock held  by  the Holder  into  shares of  Common Stock,  par
  value U.S.$.0001 per share  (the  Common Stock ) of the Company
  according to the  terms hereof, as of  the date written  below.
  No fee  will  be  charged  to  the Holder  for  any  conversion
  hereunder, except for such  transfer taxes, if any which may be
  incurred by the Company if shares are to be issued  in the name
  of  a person  other than  the  person to  whom  this notice  is
  addressed.


  Conversion calculations:                                       
                                     Date to Effect Conversion

                                                                 
                                     Number    of    Shares    of
                                     Preferred              Stock
                                     to be Converted

                                                                              
                                     Applicable Conversion Price

                                                                    
         
                              Number of Shares of Common Stock 
                              outstanding at close of trading
                              on Conversion Date

                                                                        
                                                     Signature 

                                                                       
                                                    Name:

                                                                      
                                                    Address:
     





    08258-00007/391114.4
    
<PAGE>