Amendment No. 1
                                       to
                                 Loan 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  ("Borrower")  and Fred  Kassner,  with an  address at 69
Spring Street, Ramsey, NJ 07446 ("Lender").

                                   WITNESSETH:

         WHEREAS,  pursuant to that certain Loan Agreement  dated as of December
31, 1996 (the "Loan  Agreement")  by and between the  Borrower  and Lender,  the
Lender has agreed to make loan to the Borrower in the aggregate principal sum of
up to $5,000,000.00; and

         WHEREAS,  the parties  hereto wish to amend the Loan  Agreement  in the
manner hereinafter set forth.

         NOW THEREFORE, the parties hereto agree as follows:

         1.  Definitions.  All terms  used  herein,  unless  otherwise  defined,
shall have the meanings  ascribed thereto in the Loan Agreement.  Section 1.1 of
the Loan  Agreement  is hereby  amended by deleting the  definition  of the term
"Collateral"  in its entirely and by inserting a new  definition in its place to
read as follows:

         "Collateral":  all  of  Borrower's  now  owned  or  hereafter  acquired
accounts  receivable,  inventory,  and the  intellectual  property of the 1 View
software  products  as fully  set  forth in  Section  2.11(a)  hereof  and in an
Amendment  No.  1  to  the   Collateral   Security   Agreement   being  executed
simultaneously   herewith,  the  terms  of  which  are  incorporated  herein  by
reference.

         2.  Security Interest.  Section 2.11 of the Loan  Agreement  is  hereby
deleted in its entirety,  and a new Section 2.11 is hereby inserted in its place
to read as follows:

         "2.11 Grant of Security Interest by the Borrowers.  In consideration of
the Loans to be made hereunder, the Borrowers hereby jointly and severally agree
as follows:
                  (a) Grant of  Security  Interest.  To secure the  payment  and
performance of the Borrower's  Obligations hereunder and under each of the other
Loan Documents, Borrower hereby (x) sells, assigns, conveys, mortgages, pledges,
hypothecates, transfers and grants to the Lender, for the benefit of the Lender,
its  successors,  assigns and endorsees,  and any other holders of  Indebtedness
hereunder,  a  continuing  valid,  enforceable,  first  priority  Lien  upon and
perfected security interest in and to all of the accounts receivable, inventory,
and real property,  fixtures,  improvements and interests in real property,  and
all software copyrights, assignments, licenses and rights in the 1 View software
products of  Borrower,  now owned or  hereafter  acquired by the  Borrower,  and
wheresoever  located,  all accessions and additions to,  substitutions  for, and
replacements  and products of any of the foregoing  properties  and interests in
property,  together  with all cash  collections  from,  and all  other  cash and
non-cash proceeds of, any of the foregoing, (the "Collateral") as more fully set
forth in a Collateral Security Agreement executed  simultaneously  herewith (the
"Collateral Security  Agreement"),  and (y) agrees to execute and deliver to the
Lender,  for the benefit of the Lender,  its successors,  assigns and endorsees,
and any other holders of Indebtedness  hereunder,  mortgages with respect to the
real  property and from time to time,  valid and binding  mortgages,  collateral

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assignments software agreements and copyright  assignments and other instruments
required by and in a form  reasonably  satisfactory to the Lender and to pay all
taxes recording fees or filing fees applicable thereto."

         3. Use of Proceeds. It is hereby agreed that notwithstanding the second
"Whereas"  clause and  Paragraph  2.7 of the Loan  Agreement,  a certain  Credit
Facility  Loan  Advance,  to be  made  as of  June  8,  1997  in the  amount  of
$1,500,000.00, may be used for general corporate purposes of the Borrower.

         4.  No  Waiver.  It is  hereby  agreed  that  Lender's  making  of  the
$1,500,000.00  Advance  described  in  Paragraph 2 hereof does not and shall not
constitute  a waiver  of any  defaults  by  Borrower  existing  before,  at,  or
subsequent  to the making of said  Advance.  The  Borrower  hereby  restates its
representations  and warranties  contained in Section 3 of the Loan Agreement on
and as of the date hereof and agrees that all such  representations,  warranties
and  covenants  contained in the Loan  Agreement  shall remain in full force and
effect and that Borrower  shall be obligated to be in compliance  with,  and not
violate same, during the term of the Loan Agreement.

         5.  Mandatory Prepayment.  Section 2.1 of the  Loan Agreement is hereby
amended by:
                  (a)  redesignating the existing  paragraph entitled "Permitted
Voluntary Repayments" as paragraph 2.1(d)(iii); and

                  (b)  by  adding  the  following  as  paragraph  2.1(d) (iv) to
immediately follow paragraph 2.1(d)(iii);

                  (iv) Mandatory Prepayments.  Upon the  completion  of a public
secondary  offering of stock of the Borrower,  a prepayment in the amount of the
Loan then  outstanding  shall be  applied  to reduce  the  amount of the  Credit
Facility Note.

         6. Dorotech,  S.A. Borrower hereby grants Lender a security interest in
the stock of its wholly owned subsidiary,  Dorotech,  S.A.  ("Dorotech")  behind
that of the security  interest  granted to Credit  Lyonnaise to secure a loan in
the approximate amount of $6,300,000.00,  and Borrower and Dorotech hereby agree
to do such  further  acts and things and to execute  and  deliver to Lender such
additional  assignments,  agreements,  powers  and  instruments  as  Lender  may
reasonably require or deem advisable to evidence the granting of such a security
interest  in the stock of Dorotech in such  jurisdictions  as Lender  shall deem
appropriate.

         7.  Miscellaneous.
  
                  (a)  Except as  expressly  amended hereby  the Loan  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 NEW JERSEY  APPLICABLE TO AGREEMENTS
EXECUTED AND TO BE WHOLLY PERFORMED WITHIN THAT STATE.

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                  (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 extend of such invalidity or enforceability 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.























































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


                                         NETWORK IMAGING CORPORATION



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

                                         With respect to Paragraph 6 only:
                                         DOROTECH, S.A.

                                         By:  
                                              -------------------------------



                                              -------------------------------
                                              FRED KASSNER




































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