Amendment No. 1
                                       to
                               Security Agreement


         Agreement  dated  as of June 8,  1997 by and  between  Network  Imaging
Corporation, a corporation duly organized and validly existing under the laws of
the State of Delaware ("Debtor") and Fred Kassner (the "Secured Party").

                                   WITNESSETH:

         WHEREAS,  simultaneously with the execution of a certain Loan Agreement
dated as of  December  31,  1996  between  Debtor and  Secured  Party (the "Loan
Agreement") said parties executed a Security  Agreement to evidence the parties'
agreement  with respect to Debtor's  granting of certain  security  interests in
Debtor's property to Secured Party (the "Security Agreement"); and

         WHEREAS,  in  connection  with the  execution of Amendment No. 1 to the
Loan Agreement,  the parties wish to amend the Security Agreement as hereinafter
set forth.

         NOW, THEREFORE, the parties hereto agree as follows:

         1.  Paragraph 2(b) of the Security Agreement is hereby  deleted  in its
entirety  and a new  paragraph  2(b) is hereby  inserted in its place to read as
follows:

        "(b) As used herein, the term "Collateral" shall mean  with  respect  to
each Debtor:


         (1) All personal property of such Debtor;

         (2) All  leases,  licenses,  permits (to the extent  permissible  under
applicable  law)  or  similar  agreements  or  interests  (whether  existing  or
holdover; whether arising out of written, oral or implied agreements and whether
held in the name of such Debtor,  any  predecessor in interest to such Debtor or
any  subsidiary or other  affiliate or other division of such Debtor or any such
predecessor in interest) and all licenses,  permits, or other  authorizations of
any federal, state, local or other governmental  authority,  and all extensions,
renewals, amendments and modifications thereof;

         (3) All 1 View  Software  products  intellectual  property now owned or
hereafter  developed  or  acquired  by Debtor,  including  but not limited to to
copyrights, assignments, licenses and other rights;

         (4)  All  inventory  in all  of its  forms,  wherever  located,  now or
hereafter  existing,  including,  without  limitation,  (a) goods in which  such
Debtor has an interest in mass or a joint or other interest or right of any kind
and (b) goods  which are  returned to or  repossessed  by such  Debtor,  and all
accessions thereto and products thereof and documents therefor;

         (5) All accounts, contacts rights, chattel paper, instruments,  general
intangibles,  documents  and  other  obligations  of any kind  now or  hereafter
existing,  arising out of or in connection with the sale or lease of goods,  the
rendering of services or otherwise,  and all rights now or hereafter existing in
and  to all  security  agreements,  leases,  and  other  contracts  securing  or
otherwise  relating  to any  such  accounts,  contract  rights,  chattel  paper,
instruments, general intangibles, documents or obligations;

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<PAGE>

         (6) All trade or service names,  trademarks,  service marks, logos, and
all patents, patent applications,  copyrights,  licensing agreements and royalty
payments;

         (7) All documents, instruments, contract rights, chattel paper, general
intangibles, bank accounts, monies, revenues, credits, claims, demands, goodwill
and any claims or causes of action  arising  from or related to any  transaction
contemplated by any of the foregoing; and

         (8) All proceeds,  (including,  without limitation, the proceeds of all
insurance  contracts in respect  thereof)  additions and accessions of or to any
and all of the  Collateral  described in the Section 2(b) and all  substitutions
and  replacements  therefor and, to the extent not otherwise  included,  (a) all
payments  under  insurance  (whether or not the Secured party is the loss payees
thereof) or as a result of any seizure or condemnation,  or under any indemnity,
warranty or guaranty,  payable by reason of loss or damage to or otherwise  with
respect to any of the  foregoing  Collateral,  (b) all rights of such  Debtor to
receive  monies due and to become due under,  pursuant to or in connection  with
any of the  foregoing  Collateral,  (c) all claims of such  Debtor for losses or
damages  arising  out of or  related  to, or for any  breach of any  agreements,
covenants,  representations  or  warranties  or any default by any other  Person
under,  any of the  foregoing  Collateral,  and (d) the right of such  Debtor to
terminate any of the foregoing Collateral,  to perform thereunder and to enforce
and  compel   performance  and  otherwise   exercise  all  rights  and  remedies
thereunder,  pursuant  thereto or in connection  therewith,  including,  without
limitation,  all  rights to give and  receive  notices,  reports,  requests  and
consents,  to make demands,  to exercise  discretion and to exercise all options
and elections thereunder, pursuant thereto or in connection therewith."

         (9) All of the capital  stock in Dorotech, S.A., now or hereafter owned
by Debtor.

         2.  Miscellaneous.

              (a)  Except as expressly  amended  hereby  the  Security Agreement
shall continue in full force and effect.

              (b)  This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns.

              (c)  This Agreement may be executed in any number of counterparts,
all of which taken together shall constitute one and the same instrument and any
of  the  parties   hereto  may  execute  this  Agreement  by  signing  any  such
counterpart.

              (d)  Captions and section headings appearing herein  are  included
solely for  convenience  of  reference  only and are not  intended to affect the
interpretation of any provision of this Agreement.

              (e)  THIS  AGREEMENT  SHALL  BE  GOVERNED  BY,  AND  CONSTRUED  IN
ACCORDANCE  WITH,  THE LAWS OF THE STATE OF VIRGINIA  APPLICABLE  TO  AGREEMENTS
EXECUTED AND TO BE WHOLLY PERFORMED WITHIN THAT STATE.

              (f) Any term or provision of this  Agreement  which is invalid  or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity or  unenforceability  without rendering invalid
or  unenforceable  the  remaining  terms  or  provisions  of this  Agreement  or
affecting  the validity or  enforceability  of any of the terms or provisions of
this Agreement in any other jurisdiction.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be

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duly executed as the day and year first above written.



                                   NETWORK IMAGING CORPORATION



                                   By: /s/ Julia A. Bowen
                                       --------------------------
                                       Julia A. Bowen
                                       Vice President and General Counsel


                                       --------------------------
                                       Fred Kassner











































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