ASSET PURCHASE AGREEMENT


                            By and Among


                    NETWORK IMAGING CORPORATION

                              ("NIC"),


                   SYMMETRICAL TECHNOLOGIES, INC.

                            ("Seller"),

                                and


                  NETWORK STORAGE SOLUTIONS, INC.

                             ("Buyer")

















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                      ASSET PURCHASE AGREEMENT


            This Asset Purchase Agreement (the "Agreement") is
  effective this 30th day of September, 1996, by and among
  Symmetrical Technologies, Inc., a Delaware corporation with
  its principal place of business at 600 Herndon Parkway,
  Herndon, Virginia 20170 ("Seller"), Network Storage Solutions,
  Inc., a Delaware corporation with its principal place of
  business at 600 Herndon Parkway, Herndon, Virginia 20170
  ("Buyer"), and Network Imaging Corporation, a Delaware
  corporation with its principal place of business at 500
  Huntmar Park Drive, Herndon, Virginia 20170-5100 ("NIC").


                              RECITALS

            WHEREAS, Seller is engaged in the business of
  designing, manufacturing, assembling, marketing and
  distributing computer storage devices for computer networks
  (the "Business") at its facility located in Herndon, Virginia
  (the "Facility"); and

            WHEREAS, Seller is a wholly owned subsidiary of NIC,
  which is engaged in the business of developing imaging
  software and involved in systems integration; and

            WHEREAS, subject to the terms and conditions
  hereinafter set forth, Seller desires to sell to Buyer, and
  Buyer desires to purchase from Seller, the Business and
  substantially all of the property and assets of the Business.

            NOW, THEREFORE in consideration of the mutual
  representations, warranties, covenants, agreements and
  conditions hereinafter set forth and the mutual benefits to be
  derived from this Agreement, and intending to be legally
  bound, the parties hereto agree as follows:


                             ARTICLE I
                    PURCHASE AND SALE OF ASSETS

            Section 1.1.  Assets to be Transferred.  Upon and
  subject to the terms and conditions set forth in this
  Agreement (including without limitation Section 1.2), Seller
  does hereby sell, transfer, convey, assign and deliver to
  Buyer, and Buyer does hereby purchase and accept from Seller,
  all of the business, property and assets owned by Seller which
  are used by Seller in connection with the Business, including
  the business, property and assets identified below in this
  Section 1.1, wherever located and whether or not reflected on
  the books of Seller, all as the same shall exist on the date
  hereof (the "Closing Date") (collectively, the "Purchased
  Assets").  The Retained Assets (as defined in Section 1.2 of
<PAGE>






  this Agreement) are specifically excluded from the business,
  property and assets to be purchased and sold pursuant to this
  Agreement.  The Purchased Assets shall include without
  limitation the following:

  (a)  Cash.  All cash and cash equivalents of Seller,
       including, without limitation, those monies deposited in
       the accounts and financial institutions listed in
       Schedule 1.1(a) of this Agreement;

  (b)  Inventory.  All inventories of raw materials, work in
       process and finished goods (including all such in
       transit) owned by Seller on the Closing Date which are
       used in the Business (the "Inventory");

  (c)  Machinery and Equipment.  All machinery, equipment,
       tools, dies, supplies and spare parts and all
       accessories, attachments and ancillary devices relating
       to any of the foregoing, owned by Seller (including such
       items which are owned by Seller but are in the possession
       of third parties) which are used in the Business on the
       Closing Date, including without limitation those items
       listed on Schedule 1.1(c) of this Agreement (the
       "Machinery and Equipment");

  (d)  Office Equipment.  All office furnishings, equipment,
       data processing equipment and supplies which are located
       in the Facility or used by Seller in the Business (the
       "Office Equipment");

  (e)  Receivables.  All accounts receivable of the Business
       (collectively, the "Receivables").

  (f)  Vehicles.  All vehicles owned by Seller which are used in
       the Business, including without limitation the vehicles
       listed on Schedule 1.1(f) of this Agreement (the
       "Vehicles");

  (g)  Intellectual Property.  The patents, trademarks, trade
       names, trade styles, service marks and copyrights and the
       applications and registrations therefor and licenses
       thereof listed on Schedule 1.1(g) of this Agreement (the
       "Intellectual Property").  Such Schedule currently lists
       "None"; however, in the event such IP exists, upon such
       discovery Seller agrees to assign such IP to Purchaser;

  (h)  Technical Information.  All technical, engineering,
       manufacturing, drawings, or marketing information
       relating to the Business, including new developments,
       inventions, know-how, processes, ideas and trade secrets
       and all documentation thereof and all claims and rights
       relating thereto;


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  (i)  Contracts.  All rights existing under leases, contracts,
       agreements and commitments relating to the Business under
       (i) purchase and sale commitments of Seller relating to
       the Business with respect to open unfilled purchase
       orders issued to suppliers and open unfilled sales orders
       received from customers, which have been entered into in
       the ordinary course of business; and (ii) the personal
       property leases, license agreements, software license
       agreements, dealer, distributorship and sales
       representation agreements, consulting agreements,
       maintenance and service agreements, and all other similar
       contracts and commitments specifically identified on
       Schedule 1.1(i) of this Agreement (collectively, the
       "Contracts"; provided, however, that the term "Contracts"
       shall not include the Hardware and Software Maintenance
       Agreement dated May 17, 1994 between NIC and Price
       Waterhouse relating to the Student Loan Marketing
       Association (Sallie Mae));

  (j)  Records and Files.  Originals or copies of books, records
       and files of Seller relating to the Business;

  (k)  Licenses; Permits.  All governmental licenses, permits,
       approvals and identification numbers of Seller to the
       extent transferable or temporarily usable and relating to
       the Business;

  (l)  Computer Software.  All information systems, programs,
       and software and documentation thereof wherever located
       which relates to the Business, either owned by Seller or
       which Seller has the unrestricted right to transfer to
       Buyer;

  (m)  Goodwill.  All goodwill of the Business;

  (n)  Prepaid Expenses/Deposits.  All prepaid expenses and
       deposits relating to the Business, excluding certain
       deposits, prepaid expenses and accrued expenses;

  (o)  Advertising Materials.  All advertising and marketing
       plans, strategies and materials relating to the Business,
       including without limitation all catalogues; and

  (p)  Telephone Numbers.  The right to use all telephone and
       telecopier numbers and postal addresses of the Business.

            Section 1.2.  Retained Assets.  Notwithstanding the
  provisions of Section 1.1 of this Agreement, Seller shall not
  sell, transfer, assign, convey or deliver to Buyer, and Buyer
  shall not purchase or accept from Seller, the following assets
  of Seller, whether relating exclusively or nonexclusively to
  the Business (collectively the "Retained Assets"):


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  (a)  Tax Refunds.  All tax refunds for periods ending on or
       before the Closing Date;

  (b)  Insurance.  All insurance policies owned by Seller and
       rights to collect insurance proceeds under policies owned
       by Seller;

  (c)  Corporate Records.  Seller s franchise to be a
       corporation, its Certificate of Incorporation, corporate
       seal, minute books, stock books and other corporate
       records relating to the corporate organization and
       capitalization of Seller;

  (d)  Scheduled Assets.  The assets listed on Schedule 1.2(f)
       of this Agreement (including, without limitation, the
       Hardware and Software Maintenance Agreement dated May 17,
       1994 between NIC and Price Waterhouse relating to the
       Student Loan Marketing Association (Sallie Mae)).


                             ARTICLE II
                     ASSUMPTION OF LIABILITIES

            Section 2.1.  Liabilities to be Assumed.  Subject to
  the terms and conditions of this Agreement and the
  consummation of the transactions contemplated by this
  Agreement, Buyer does hereby assume and shall pay, discharge
  and perform when due only the following liabilities and
  obligations of Seller arising and accruing in connection with,
  and relating exclusively to, the operation of the Business
  (collectively, the "Assumed Liabilities"):

  (a)  Stated Liabilities.  As of the Closing Date, the accounts
       payable, accrued personal property, sales and use taxes,
       and certain other accrued expenses and liabilities up to
       the Closing Date, all of which shall be set forth on the
       "Statement of Purchased Assets and Assumed Liabilities"
       (as defined in Section 4.4 hereof) delivered to Buyer on
       the date hereof and prepared in accordance with generally
       accepted accounting principles ("GAAP") except as
       otherwise specifically described on Schedule 4.4 of this
       Agreement;

  (b)  Contracts.  All liabilities and obligations after the
       Closing Date under the Contracts;

  (c)  Transferring Employees.  All liabilities and obligations
       of the Buyer as and to the extent specifically provided
       in Section 8.1 of this Agreement; and

  (d)  Sales/Transfer Taxes.  Any sales tax liabilities and any
       transfer taxes related to the sale by Seller of the
       Purchased Assets to Buyer under this Agreement.

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            Section 2.2.  Retained Liabilities.  Seller shall
  retain all obligations and responsibilities for any claims,
  debts, defaults, duties or liabilities of the Business or of
  Seller, whether known or unknown, contingent or fixed, not
  specifically assumed by Buyer, or which Buyer is not
  specifically responsible for, under this Agreement
  (collectively, the "Retained Liabilities"), including without
  limitation:

  (a)  Taxes.  All Taxes (as defined in Section 4.16(a) of this
       Agreement) concerning the Business or Seller, excluding,
       however, any sales tax liabilities and any transfer taxes
       related to the sale of the Purchased Assets to Buyer,
       which shall be the responsibility of Buyer as an Assumed
       Liability;

  (b)  Product Liability.  Any liability or obligation of Seller
       arising out of or in any way relating to or resulting
       from any products manufactured or shipped by Seller on or
       prior to the Closing Date (including any liability or
       obligation of Seller for claims made for death, injury to
       person or damage to property, whether based in product
       liability, tort, breach of warranty or otherwise);

  (c)  Retained Assets.  Any liability or obligation of Seller
       relating to or arising out of the Retained Assets;

  (d)  Real Estate Lease.  All rights and obligations of Seller
       contained in the office lease for the Facility between
       Monroe Parkway Joint Venture, as landlord, and NIC, as
       tenant, dated January 24, 1994 ("Real Estate Lease")
       except as otherwise set forth herein;

  (e)  Environmental.  All liabilities and obligations of Seller
       arising out of any environmental or regulatory matter or
       condition of the Business, the Purchased Assets or Seller
       prior to the Closing Date, including without limitation
       any environmental matter or condition existing at or
       relating to any Leased Real Estate, whether or not caused
       by the act or omission of Seller;

  (f)  Employee Benefit Plans.  Any obligations of Seller
       pertaining to any employee pension or benefit plan of
       Seller relating to the former or current employees of the
       Business (union or non-union) and arising prior to the
       Closing Date;

  (g)  Employees.  All obligations and liabilities pertaining to
       the employees of the Business as provided in Section 8.1
       of this Agreement; and

  (h)  Intercompany Payable.  All liabilities and obligations of
       whatever nature to NIC, whether or not recorded on

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       Seller s financial statements including, without
       limitation, those Intercompany Payables recorded on the
       Seller s balance sheet on the Closing Date.

            Buyer shall have no obligation under this Agreement,
  by operation of law or otherwise to assume, pay or discharge
  any of the Retained Liabilities.  Seller agrees to satisfy in
  due course the Retained Liabilities, except those being
  contested or denied by Seller in good faith.

            Section 2.3.  NIC Assets.  NIC shall also assign to
  Buyer capital lease agreements covering certain personal
  property used in the Business ("Leased Assets") which include,
  without limitation, the personal property listed in Schedule
  2.3 of this Agreement (collectively ("Lease Agreements").  To
  the extent that any of the Lease Agreements are not assignable
  without the consent of another party, this Agreement shall not
  constitute an assignment or an attempted assignment thereof if
  such assignment or attempted assignment would constitute a
  breach thereof.  Until the closing, in a single transaction or
  in a series of related transactions, of an equity investment
  in Buyer in an amount at least equal to $4,000,000, which
  closing is anticipated by the parties to occur after (and
  shall not include) the closing of an initial equity investment
  in Buyer that is currently being negotiated and that is
  expected to close on or before November 13, 1996, NIC agrees
  to use its best efforts to obtain the written consent of the
  other party to any such Lease Agreements designated in
  Schedule 2.3 of this Agreement as requiring such consent.  If
  consent is not obtained with respect to any of the Lease
  Agreements, (i) each of the parties agrees to cooperate with
  the other in any reasonable arrangement designed to enable NIC
  to perform its obligations under, and to provide for Buyer the
  benefits of the Leased Assets, including cooperating with
  Buyer in its efforts to obtain third party financing so that
  Buyer is able to purchase such Leased Assets free and clear of
  all encumbrances whatsoever in consideration for an amount not
  to exceed the net present value of the aggregate lease
  payments thereon, plus any amount NIC is required to pay
  Lessor.


                            ARTICLE III
                      PURCHASE PRICE - PAYMENT

            Section 3.1.  Purchase Price.  In consideration of
  the sale and transfer to Buyer of the Purchased Assets as
  provided in Section 1.1 of this Agreement, Buyer shall pay
  Seller an amount (the "Purchase Price") equal to $1,560,000.

            Section 3.2.  Payment of Purchase Price.  Buyer
  shall pay to Seller the amount set forth in Section 3.1 as
  follows:

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            (a)  an amount equal to $500,000 shall be payable in
  cash by Buyer to Seller on or before November 13, 1996; and

            (b)  the remainder ($1,060,000) shall be payable in
  the form of an unsecured promissory note (the "Promissory
  Note"), in the form attached as Exhibit A hereto, to be
  delivered by Buyer to Seller on or before November 13, 1996.

            Section 3.3.  Allocation of Purchase Price.  The
  Purchase Price shall be allocated among the Purchased Assets
  as set forth by Buyer s independent certified public
  accountants.  Buyer s independent certified public accountants
  will deliver such allocation to Seller for its reasonable
  review within ninety (90) days after the Closing Date.  Seller
  and Buyer agree that such allocation is fair and equitable. 
  Seller and Buyer further agree to act in a manner consistent
  with such allocation for all purposes, including the filing
  and preparation of all federal, state and local tax returns
  filed by them subsequent to the Closing Date, the preparation
  and filing of Internal Revenue Service Form 8594 with respect
  to the transactions contemplated by this Agreement, and the
  determination by Seller of taxable gain or loss of the
  Purchased Assets and the determination by Buyer of its tax
  basis with respect to the Purchased Assets.

            Section 3.4.  Additional Financing by Seller and
  NIC.  [intentionally omitted]


                             ARTICLE IV
              REPRESENTATIONS AND WARRANTIES OF SELLER

            Seller makes the following representations and
  warranties to Buyer:

            Section 4.1.  Corporate Existence.  Seller is a
  corporation duly organized, validly existing and in good
  standing under the laws of the State of Delaware.

            Section 4.2.  Corporate Authority.  Seller has full
  power and authority to enter into this Agreement and to effect
  the transactions contemplated by this Agreement.  This
  Agreement has been duly authorized, executed and delivered by
  Seller and is a valid and binding obligation of Seller
  enforceable against it in accordance with its terms subject
  to:  (a) applicable bankruptcy, insolvency, reorganization and
  moratorium laws and other laws of general application
  affecting enforcement of creditors  rights generally; and (b)
  limitations on the availability of equitable remedies.

            Section 4.3.  No Conflict or Violation.  Except as
  set forth on Schedule 4.3 of this Agreement, neither the
  execution and delivery of this Agreement nor consummation of

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  the transactions contemplated hereby will result in:  (a) a
  violation of or conflict with any provision of the charter
  documents of Seller; (b) a violation or breach of or material
  default under any term or provision of any indenture,
  mortgage, contract, agreement, lease, commitment, license,
  franchise, permit, authorization or concession to which Seller
  is a party or to which it or any of its property may be bound
  or constitute an event which with notice, lapse of time, or
  both, would result in any such violation, breach or default;
  or (c) a violation by Seller of any statute, rule, regulation,
  ordnance, code, order, judgment, writ, injunction, decree or
  award, or constitute an event which with notice, lapse of
  time, or both, would result in any such violation.

            Section 4.4.  Financial Information.  Attached to
  this Agreement as Schedule 2.1(a) is the unaudited statement
  of Seller regarding the Purchased Assets and Assumed
  Liabilities of the Business at June 30, 1996 (the "Statement
  of Purchased Assets and Assumed Liabilities").  Except as
  otherwise set forth on Schedule 4.4 of this Agreement, the
  Statement of Purchased Assets and Assumed Liabilities: (a) was
  prepared from the books and records of Seller in accordance
  with GAAP, and (b) is complete and fairly presents, in all
  material respects, the Purchased Assets and the Assumed
  Liabilities.  The Seller represents and warrants that the
  Intercompany Payable of Seller at June 30, 1996, calculated in
  accordance with generally accepted accounting principles,
  consistently applied, is $6,036,788.

            Section 4.5.  Undisclosed Liabilities.  With respect
  to the Assumed Liabilities, Seller has no liability, known or
  unknown, absolute or contingent, which is not shown or
  provided for on the Statement of Purchased Assets and Assumed
  Liabilities set forth on Schedule 2.1(a) of this Agreement,
  except obligations or liabilities incurred in the ordinary
  course of business since September 30, 1996 or otherwise
  disclosed in this Agreement.

            Section 4.6.  No Material Adverse Changes.  Except
  as set forth on Schedule 4.6 of this Agreement, or as
  otherwise disclosed in this Agreement, since December 31, 1995
  (except as otherwise noted below), there have not been any: 
  (a) changes which, individually or in the aggregate, are
  materially adverse to the Business, Leased Assets or the
  Purchased Assets, or any changes in the Business, Leased
  Assets, or the Purchased Assets which, individually or in the
  aggregate, have materially and adversely affected the
  Business, Leased Assets, or the Purchased Assets; (b) damage,
  destruction or loss of a material nature affecting the
  Business, Leased Assets, or the Purchased Assets whether or
  not adequately covered by insurance; (c) incurrence of any
  material obligation or liability relating to the Business
  (absolute or contingent) except current liabilities incurred,

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  and obligations under contracts entered into, in the ordinary
  course of business; (d) incurrence of any mortgage, pledge or
  subjecting to liens, charges, security interests or any other
  encumbrances, of any of the Purchased Assets except in the
  ordinary course of business; (e) sale, assignment, transfer or
  license (or agreement to do any of the foregoing) of any
  Intellectual Property or any other Purchased Asset (except
  performance of Contracts, and sales of Inventory, in the
  ordinary course of business); (f) sufferance of any
  extraordinary loss or waiver of any right of substantial value
  with respect to the Business; (g) change in employee
  compensation with respect to employees of the Business other
  than normal salary increases in the ordinary course of
  business or other increases required by any union contracts;
  (h) material transactions with respect to the Business other
  than in the ordinary course of business; (i) amendment or
  termination of any Contract; (j) actual or, to Seller s
  knowledge, threatened labor trouble, strike or other
  occurrence or condition of a similar character (or any receipt
  of notice of any of the foregoing) which had or might have a
  material adverse effect on the Business; or (k) since December
  31, 1995, changes in the accounting methodology and procedures
  pertaining to the Business.

            Section 4.7.  Purchased Assets.  Except for the
  Retained Assets referred to in Section 1.2 of this Agreement,
  the Purchased Assets constitute substantially all the
  properties and assets used in connection with the Business and
  the operation of the Business as being conducted as of the
  date of this Agreement and constitute all the assets necessary
  for the conduct of the Business as being conducted as of the
  date of this Agreement.  Except as set forth on Schedules 4.7
  or 4.8 of this Agreement, Seller now has and hereby conveys to
  Buyer good and marketable title to all of the Purchased Assets
  free from all liens, charges, pledges, security interests,
  claims and encumbrances of every kind.

            Section 4.8.  Real Estate.  Seller owns no real
  property.

            Section 4.9.  Leased Real Estate.  Schedule 4.9 of
  this Agreement sets forth and describes:  (a) the real estate
  which is leased by Seller and used in connection with the
  conduct of the Business (the "Leased Real Estate"); and
  (b) the lease agreement pursuant to which Seller leases or
  otherwise makes use of the Leased Real Estate (the "Real
  Estate Lease").  Except as disclosed in Schedule 4.9 of this
  Agreement, neither the Seller, nor, to the Seller s knowledge,
  the landlord is in default under the Real Estate Lease, nor
  has the landlord under the Real Estate Lease given Seller any
  oral or written notice of any claim, action or suit at law or
  in equity arising out of the Real Estate Lease.


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            Section 4.10.  Contracts.  Except for (a) purchase
  and sale commitments of Seller relating to the Business with
  respect to open unfilled purchase orders issued to suppliers
  and open unfilled sales orders received from customers, which
  have been entered into in the ordinary course of business; and
  (b) contracts, agreements, arrangements and commitments
  specifically set forth on other Schedules of this Agreement,
  Schedule 1.1(i) is a list of all material leases, licenses,
  contracts, commitments and agreements to which Seller is a
  party or by which it is bound, and which relate to the
  Business.  Except as set forth on Schedule 4.10 of this
  Agreement, each of the Contracts is in full force and effect
  and is valid and enforceable in all material respects by
  Seller in accordance with their respective terms, and Seller
  is not in default in the observance or the performance of any
  term or obligation to be performed by it under each of the
  Contracts.  NIC is not in default in the observance or the
  performance of any term or obligation to be performed by it
  under the Real Estate Lease and any of the Lease Agreements,
  and to the best knowledge of Seller, there exists no event or
  condition which with the giving of notice or lapse of time, or
  both, would constitute a default thereunder.  To the best of
  Seller s knowledge, no other person is in material default in
  the observance of the performance of any term or obligation to
  be performed by it under each of the Contracts, and there are
  no material unresolved disputes under any of the Contracts,
  the Lease Agreements or the Real Estate Lease.  True and
  correct copies of all Contracts, the Lease Agreements, and the
  Real Estate Lease are included in a binder delivered to Buyer
  on or prior to the date hereof as part of Schedule 1.1(i)
  hereof, to the extent that the Contract is in writing.  If any
  Contract is not in writing, Schedule 1.1(i) sets forth the
  parties to such contract and describes in reasonable detail
  all material terms thereof, or in the case of any oral
  agreement affecting a written Contract, the material terms of
  such oral agreement.

            Section 4.11.  Inventory.  All items comprising the
  Inventory shall be valued on the Closing Date using standard
  costs, using first-in, first-out (FIFO) method adjusted to
  reflect slow moving and obsolete items at the lower of cost or
  market.  All items comprising the work in process and finished
  goods are valued at no more than the sum of the Seller s cost
  of direct material, direct labor, and manufacturing costs, but
  shall not include any selling or administrative expenses.  All
  items which comprise the inventory shall be of a quantity and
  quality which are usable and readily saleable in the Buyer s
  ordinary course of business, are without defects and are fit
  for the purposes intended by the Buyer and are actively
  marketed to customers.

            Section 4.12.  Intellectual Property.  The list of
  Intellectual Property set forth on Schedule 1.1(g) of this

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  Agreement contains all of the patents, trademarks, trade
  names, trade styles, service marks and copyrights used in
  connection with the Business, including all registrations
  therefor and licenses thereof.  To the extent indicated on
  Schedule 1.1(g) of this Agreement, the Intellectual Property
  has been duly registered in, filed in or issued by the United
  States Patent and Trademark Office.  Except as set forth on
  Schedule 4.12 of this Agreement:  (a) Seller is the sole and
  exclusive owner of the Intellectual Property; (b) Seller has
  the sole and exclusive right to use the Intellectual Property;
  (c) Seller has received no notice from any other person
  challenging the right of Seller to use the Intellectual
  Property; (d) Seller has not, in its operation of the
  Business, infringed and is not now infringing, on any patent,
  trademark, trade name, trade secret or copyright held by any
  other person, firm, or company, in any manner which materially
  affects the Business or the Purchased Assets; (e) Seller has
  not granted any outstanding licenses or other rights and has
  no obligations to grant licenses or other rights under any of
  the Intellectual Property; (f) no claims have been made by
  Seller for any violation or infringement by others of the
  rights of Seller with respect to any Intellectual Property and
  Seller does not know of any basis for the making of any such
  claim; (g) with respect to any pending applications with
  respect to any Intellectual Property, there are no
  interferences or other contested proceedings, either pending
  or, to the knowledge of the Seller, threatened, in the United
  States Patent and Trademark Office or any federal, state or
  local court; and (h) Seller has the right to sell, assign and
  transfer to Buyer all of the Intellectual Property.

            Section 4.13.  Legal Proceedings, etc.  

  (a)  Except as described on Schedule 4.13 of this Agreement,
       there is no litigation, proceeding, government
       investigation or labor dispute or grievance by or against
       Seller (or NIC with respect to the Leased Assets) pending
       or to Seller s knowledge threatened with respect to the
       transactions contemplated by this Agreement, the
       Business, its employees, the Purchased Assets or the
       Leased Assets at law, in equity or admiralty, or by or
       before any federal, state or municipal court, government
       department, commission, board, bureau, agency or
       instrumentality, domestic or foreign, or any
       arbitrations, nor are there any order, writs, injunctions
       or decrees of any court or arbitrator or federal, state,
       local or other government department, commission, board,
       bureau, agency or instrumentality, domestic or foreign,
       in existence relating to the transactions contemplated by
       this Agreement, the Business, its employees, the
       Purchased Assets or the Leased Assets.

  (b)  Except as listed on Schedule 4.13 of this Agreement,

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       neither Seller nor NIC is aware of any material facts,
       events or occurrences by reason of which any material
       claim, action or proceeding may be brought by or against
       Seller with respect to the transactions contemplated by
       this Agreement, the Business, its employees, the
       Purchased Assets or the Leased Assets taken as a whole.

  (c)  Except as set forth on Schedule 4.13 of this Agreement,
       during the two years preceding the date of this Agreement
       neither Seller nor NIC has received any notice of any
       claims with respect to the Business, its employees, the
       Purchased Assets or Leased Assets, including but not
       limited to claims for product liability, defects or
       breaches of warranty in connection with the manufacture,
       production, sale or use of products which were
       manufactured, produced or sold by Seller in connection
       with the Business, or personal injury or property damage
       caused by the Seller s past waste handling, storage,
       transportation or disposal, including but not limited to
       hazardous substances in connection with the Business.

            Section 4.14.  Compliance With Law.  The Business,
  the Purchased Assets, the Leased Assets as conducted or held
  by Seller on the date of this Agreement do not violate, in any
  respect, any statute, code, ordinance, regulation, requirement
  or order of any governmental body, the enforcement of which
  would have an adverse effect on the operation of the Business,
  the Purchased Assets or the Leased Assets taken as a whole.

            Section 4.15.  Employees; Labor Relations.

  (a)  Schedule 4.15(a) of this Agreement contains, as of
       September 30, 1996, accurate and complete information as
       to names and rates of compensation (whether in the form
       of salaries, bonuses, commissions or other supplemental
       compensation) now or hereafter payable, of all employees
       of Seller relating to the Business, together with
       information as to any employment contracts or severance
       arrangements with any such employees, any arrangements
       involving the indebtedness of such employees to Seller, a
       statement of the full amount of any bonuses, profit
       sharing or other remuneration paid to each such person
       during 1996, and any arrangements involving the
       indebtedness of Seller to such employees in any amount.

  (b)  Except as described on Schedule 4.15(b) of this
       Agreement, to Seller s knowledge, since January 1, 1996,
       there has been no adverse change in the relationship of
       employees of the Business with Seller (including any
       threatened union organization or renegotiation of any
       union contract) nor any strike or material labor
       disturbance by any such employees affecting Seller.


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  (c)  Seller is not a party to any labor union agreement, nor
       to any written or oral employment agreement with any of
       its employees which is not terminable by Seller at will
       or on thirty (30) days  notice.  Seller is in compliance
       with all material laws respecting employment and
       employment practices, terms and conditions of employment
       and wages and hours.  Except as described on Schedule
       4.15(c) of this Agreement, within three (3) years
       preceding the date of this Agreement, there has not been,
       nor was there or is there threatened or contemplated, any
       strike, slowdown, picketing, or work stoppage by an union
       or other group of employees against Seller or any of its
       employees, any organizational activity by nonunion
       employees or other occurrence, event or condition of a
       similar character affecting, or which may affect Seller.

  (d)  Except as set forth on Schedule 4.15(d), Seller does not
       maintain or contribute to any employee benefit plan
       ("Employee Benefit Plan"), as that term is defined in
       Section 3(3) of ERISA or any severance plans or
       arrangements.  No Employee Benefit Plan is a
       multiemployer plan (as that term is defined in Section
       4001(a)(3) of the Employee Retirement Income Security Act
       of 1974, as amended ("ERISA")).

  (e)  Each Employee Benefit Plan has been maintained in
       compliance (including all material filing requirements)
       with the requirements of ERISA and the Internal Revenue
       Code of 1986, as amended.

            Section 4.16.  Taxes and Tax Liens.

  (a)  Neither the Purchased Assets nor the Leased Assets shall
       be subject to any liens, claims or encumbrances with
       respect to federal, state, local or foreign income,
       franchise, sales, use, occupation, net worth, property,
       wage withholding, accumulated earnings, personal holding
       company, excise, transfer or other taxes, assessments,
       interest, penalties, deficiencies, fees, rents and other
       governmental charges and impositions (collectively, the
       "Taxes"), pertaining to the Business or NIC attributable
       to periods up to the Closing Date.

  (b)  Except with respect to the affiliated group to which
       Seller is a part, there are no pending or to Seller s
       knowledge threatened examinations, reviews, audits or
       investigations of the federal, state or local income Tax
       returns or reports of Seller relating to the Business.

  (c)  Seller has withheld proper and accurate amounts from
       employees of the Business in full and complete compliance
       with all withholding and similar provisions of the
       Internal Revenue Code of 1986, as amended, and any and

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       all other applicable laws, statutes, codes, ordinances,
       rules and regulations, and Seller has timely filed proper
       and accurate federal, state and local returns, reports
       and estimates with respect to employee income tax
       withholding, social security taxes and unemployment taxes
       relating to the Business for all years and periods up
       through the Closing Date (and portions thereof) for which
       such returns and reports were due; and any and all
       amounts shown on such returns and reports to be due and
       payable have been paid in full.  All payments (including
       interest and penalties) due or to become due from Seller
       with respect to the Business for employee income tax
       withholding, social security taxes and unemployment taxes
       for any year or accounting period (or portion thereof)
       ended on or prior to the Closing Date have been paid in
       full prior to, or will be paid shortly after, the Closing
       Date.  With respect to the Business, Seller, either
       separately or as part of an affiliated group of which
       Seller is a part, has filed all federal, state, local and
       foreign tax returns, reports and notices required to be
       filed prior to the Closing Date and has paid or will pay
       all such taxes due as shown on such returns and all such
       taxes otherwise due.

            Section 4.17.  Customers and Suppliers.  Schedule
  4.17 of this Agreement contains a list of the ten (10) largest
  customers and the ten (10) largest suppliers of the Business,
  together with the dollar amounts of sales made to each such
  customer, and purchases made from each such supplier, during
  the period from January 1, 1995 through September 30, 1996.

            Section 4.18.  Subsidiaries - Joint Venture Parties. 
  Seller has no subsidiaries or joint venture affiliates or any
  interest, direct or indirect, through stock ownership or
  otherwise, in any other individual corporation, limited
  liability company association, partnership, trust, estate,
  unincorporated association or any other entity.

            Section 4.19.  Environmental Matters.  Except as set
  forth on Schedules 4.19(a) and 4.19(b) of this Agreement:

  (a)  The licenses and permits listed on Schedule 4.19(a) of
       this Agreement or specifically referenced in the reports
       attached to Schedule 4.19(b) are the only governmental
       licenses, approvals, permits and authorizations currently
       required for the ownership, use or occupancy of the
       Leased Real Estate or for the operation of the Business
       as now being conducted and of the Purchased Assets, the
       failure to obtain which would have a material adverse
       effect on the Business or the Purchased Assets or on
       Seller s operation of the Leased Real Estate.  Except as
       otherwise disclosed on Schedules 4.19(a) or 4.19(b) of
       this Agreement:  (i) all such licenses and permits are

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       valid and in full force and effect; and (ii) Seller has
       not received any notice that any appropriate authority
       has revoked, suspended or terminated, or intends to
       revoke, suspend or terminate, any of such licenses and
       permits.

  (b)  Neither the operation of the Business, nor the
       manufacture or sale of the processes, results or products
       of the Business, violate any Environmental Requirement
       (as hereinafter defined) in existence on the date of this
       Agreement.

  (c)  Seller has not, nor, to the knowledge of Seller, has any
       other person, stored, treated, disposed, dumped, buried,
       spilled or otherwise released any material, including any
       chemical substance, "Hazardous Substance," "Pollutants,"
       "Contaminants," petroleum, including crude oil or any
       fraction thereof, natural gas, liquefied natural gas,
       synthetic gas or any "Solid Waste" on, beneath or about
       the Leased Real Estate, except for inventories of such
       materials or solid waste used or generated in the
       ordinary course of the Business.  Further, any such
       inventories of materials or solid waste were and are
       stored in compliance with any and all applicable
       Environmental Requirements such that there has been and
       is no release of any such material or solid waste to the
       environment which could cause the incurrence of response
       or removal costs or other liabilities or obligations
       under CERCLA, any other Environmental Requirement or at
       common law.

  (d)  Seller has not received in connection with the Business
       or the Purchased Assets any notice from any governmental
       authority or private or public entity advising that
       Seller is potentially responsible for response, removal
       or other costs with respect to a release or threatened
       release of Hazardous Substance, Pollutants, Contaminants
       or Solid Waste under CERCLA, any other Environmental
       Requirements or at common law.

  (e)  Seller has not received notice of any violation of any
       Environmental Requirement relating to the Leased Real
       Estate or the operation of the Business, or any of the
       processes followed, results obtained or products made by
       or on behalf of the Business.

       "Environmental Requirements" shall mean all applicable
  statutes, regulations, rules, ordinances, codes, licenses,
  permits, orders, approvals, plans, authorizations,
  concessions, franchises and similar items in effect as of the
  date hereof relating to the protection of human health or the
  environment of all governmental agencies, departments,
  commissions, boards, bureaus or instrumentalities of the

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  United States, the states and political subdivisions thereof,
  and all applicable judicial and administrative and regulatory
  decrees, judgments and orders relating to the protection of
  human health or the environment, including, without
  limitation:

            (i)  all requirements, including but not limited to
  those pertaining to reporting, licensing, permitting,
  investigation and remediation of emissions, discharges,
  releases or threatened releases of any Hazardous Substance,
  Pollutant, Contaminant or Solid Waste;

            (ii) all requirements pertaining to the protection
  of the health and safety of employees or the public;

            (iii)     all requirements pertaining to the
  reclamation or restoration of land; and

            (iv) all requirements pertaining to storage tanks,
  whether above or below ground.

       "Hazardous Substances," "Pollutants" and "Contaminants"
  shall be as defined under the Comprehensive Environmental
  Response Compensation and Liability Act ("CERCLA"), as amended
  up to the date of this Agreement.

       "Solid Waste" shall be as defined under the Solid Waste
  Disposal Act, 42 U.S.C. Section 6901, et seq., as amended up to the
  date of this Agreement.

            Section 4.20.  Brokers and Finders.  Neither Seller
  nor NIC has employed any broker or finder or incurred any
  liability for any other brokers , finders  or agents  fees for
  which Buyer is or could become liable in connection with, or
  as a result of, the transactions contemplated by this
  Agreement.

            Section 4.21.  Accounts Receivable.  All Receivables
  as of September 30, 1996 have been incurred only in the
  ordinary course of business and are valid, binding and
  enforceable obligations due to the Seller, without any claim
  or offset against the Seller by the customer thereunder,
  except as may otherwise be provided in Schedule 4.21 of this
  Agreement.  All such accounts receivable will be fully
  collectible in the aggregate (in the ordinary course of
  business without resort to collection action or litigation or
  otherwise incurring any additional expense) within ninety (90)
  days following the Closing Date.  In the event that Buyer is
  (i) unable to collect the face amount of any account
  receivable within ninety (90) days following the Closing Date
  without incurring any additional expense or (ii) collects an
  account receivable only after incurring additional expense,
  then Buyer shall be permitted, at its option, to receive in

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  cash within ten (10) days after a written request made by
  Buyer against Seller to set off against the balance owed
  pursuant to the Promissory Note any such uncollected accounts
  receivable or amounts expended against any amounts owed Buyer.

            Section 4.22.  No Untrue Statements.  No statement
  by Seller made in this Agreement contains or will contain any
  untrue statement of a material fact or omits or will omit to
  state a material fact necessary in order to make the
  statements therein contained not materially misleading. 


                             ARTICLE V
              REPRESENTATIONS AND WARRANTIES OF BUYER

            Buyer makes the following representations and
  warranties to Seller:

            Section 5.1.  Corporate Existence.  Buyer is a
  corporation duly organized, validly existing and in good
  standing under the laws of the State of Delaware.

            Section 5.2.  Corporate Authority.  Buyer has full
  power and authority to enter into this Agreement and to effect
  the transactions contemplated by this Agreement.  This
  Agreement has been duly authorized, executed and delivered by
  Buyer and is a valid and binding obligation of Buyer
  enforceable against it in accordance with its terms subject
  to:  (a) applicable bankruptcy, insolvency, reorganization and
  moratorium laws and other laws of general application
  affecting enforcement of creditors  rights generally; and (b)
  limitations on the availability of equitable remedies.

            Section 5.3.  No Conflict or Violation.  Except as
  set forth on Schedule 5.3 of this Agreement, neither the
  execution and delivery of this Agreement nor consummation of
  the transaction contemplated hereby will result in:  (a) a
  violation of or conflict with any provision of the charter
  documents of Buyer; (b) a violation or breach of or default
  under any term or provision of any indenture, mortgage,
  contract, agreement, lease, commitment, license, franchise,
  permit, authorization or concession to which Buyer is a party
  or to which it or any of its property may be bound or
  constitute an event which with notice, lapse of time, or both,
  would result in any such violation, breach or default; or (c)
  a violation by Buyer of any statute, rule, regulation,
  ordinance, code, order, judgment, writ, injunction, decree or
  award, or constitute an event which with notice, lapse of
  time, or both, would result in any such violation.

            Section 5.4.  Litigation and Proceedings.  Except as
  set forth in Schedule 5.4 of this Agreement, there is no
  action, temporary restraining order, injunction, suit,

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  proceeding, inquiry or investigation at law or in equity,
  before or by any judicial or administrative court or agency,
  pending or threatened against or affecting, or involving the
  properties or business of Buyer which can be expected to have
  an adverse effect on the transactions contemplated by this
  Agreement, or the delivery, validity or enforceability of this
  Agreement.

            Section 5.5.  Brokers and Finders.  Buyer has not
  employed any broker or finder or incurred any liability for
  any brokers , finders  or agents  fees for which Seller is or
  could become liable in connection with, or as a result of, the
  transactions contemplated by this Agreement.


                             ARTICLE VI
                    SURVIVAL OF REPRESENTATIONS;
                          INDEMNIFICATION

            Section 6.1.  Survival.  All obligations and
  covenants contained in this Agreement and in any exhibit,
  schedule or other instrument delivered pursuant to this
  Agreement shall survive indefinitely except (i) as expressly
  provided otherwise herein, (ii) the indemnification
  obligations of Seller under Section 6.2(b) of this Agreement
  and of Buyer under Section 6.3(b) of this Agreement shall
  survive for a period of four (4) years commencing on the
  Closing Date and (iii) that those representations, warranties
  and covenants relating to tax matters shall survive the full
  period of any applicable statute of limitations (including any
  appeals) plus ninety (90) days thereafter.

            Section 6.2.  Indemnification by Seller.  Seller
  shall indemnify, defend and hold harmless Buyer against and in
  respect of any and all claims, demands, costs, expenses,
  obligations, liabilities, damages, recoveries and
  deficiencies, including interest, penalties, and reasonable
  attorneys  fees and expenses (collectively, the
  "Liabilities"), that Buyer shall incur or suffer, which arise,
  result from or relate to:

  (a)  any failure by Seller to perform to fulfill any
       agreement, covenant or obligation set forth in this
       Agreement to be so performed or fulfilled;

  (b)  any breach of the representations and warranties of
       Seller set forth in this Agreement;

  (c)  the Retained Liabilities;

  (d)  any and all liabilities and obligations of Seller arising
       on or after the Closing Date out of (i) actions taken by
       Seller or (ii) any of the assets of Seller not

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       transferred hereunder; or

  (e)  Seller s non-compliance with any applicable bulk transfer
  laws.

            Section 6.3.  Indemnification by Buyer.  Buyer
  agrees to indemnify, defend and hold harmless Seller against
  and in respect of any and all Liabilities that Seller shall
  incur or suffer, which arise, result from or relate to:

  (a)  any failure by Buyer to perform or fulfill any agreement,
       covenant or obligation set forth in this Agreement to be
       performed or fulfilled;

  (b)  any breach of the representations and warranties of Buyer
       set forth in this Agreement;

  (c)  the Assumed Liabilities, including without limitation the
       liabilities and obligations with respect to (1) certain
       product liability as provided in Section 2.1(d) of this
       Agreement and (2) the Transferring Employees as provided
       in Section 2.1(c) of this Agreement (including those
       liabilities and obligations under Section 8.1(b) of this
       Agreement relating to the termination of employment by
       Buyer of any Transferring Employees after the Closing
       Date as provided therein); or

  (d)  debts, obligations or liabilities arising from the
       conduct of the Business by Buyer on or after the Closing
       Date.

            Section 6.4.  Limitation on Indemnification.  Any
  claim for indemnity pursuant to Sections 6.2(b) or 6.3(b) of
  this Agreement must be made in writing by the party to be
  indemnified (the "Indemnified Party") to the other party (the
  "Indemnifying Party") within the applicable time period
  referred to in Section 6.1 of this Agreement.

            Section 6.5.  Claims by Third Parties.  Upon the
  assertion by any third party of a claim that may give rise to
  a liability of Seller under Section 6.2 of this Agreement, or
  Buyer under Section 6.3 of this Agreement, the Indemnified
  Party shall promptly notify the Indemnifying Party in writing
  of the existence of such claim.  Upon written notification to
  the Indemnified Party delivered within seven (7) days after
  receipt of notice from the Indemnified Party of the assertion
  of any such claim, the Indemnifying Party may undertake the
  defense, compromise or settlement of such claim, provided
  that:

  (a)  the Indemnifying Party shall timely provide to the
       Indemnified Party all information with respect to such
       defense, compromise or settlement as such Indemnified

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       Party may request; and

  (b)  such Indemnifying Party shall not assume any position or
       take any action in connection with such defense,
       compromise or settlement that would impose an obligation
       of any kind or restrict the actions of the Indemnified
       Party, it being understood that such Indemnifying Party
       would be acting solely on its own behalf, for its own
       account and at its own risk.

  In the event that such Indemnifying Party does not undertake
  the defense, compromise or settlement of such claim as
  provided in the foregoing, the Indemnified Party shall have
  the right to undertake the defense, compromise or settlement
  of such claim on behalf of, for the account of, and at the
  risk and expense of the Indemnifying Party.  The Indemnified
  Party shall, however, promptly notify the Indemnifying Party
  of any compromise or settlement of any such claim.  The
  Indemnifying Party shall be obligated to pay any compromise or
  settlement within thirty (30) days after receipt of written
  notice from the Indemnified Party describing such compromise
  or settlement in reasonable detail.

            Section 6.6.  Payment.  In the event that Seller or
  NIC is required to make any payment under this Article VI or
  under Section 9.1, and the Buyer as Indemnified Party is not
  paid in full within thirty (30) days after any claim therefor
  has been submitted by Buyer in accordance with the provisions
  of this Article VI and such claim has not been contested in
  good faith by Seller or NIC, as the case may be, then Buyer
  shall have the right, notwithstanding any other rights that it
  may have against Seller, NIC, any other person, firm or
  corporation, to setoff the unpaid amount of any such claim
  against any amounts owed by it to Seller under this Agreement
  or any agreements or instruments entered into pursuant to this
  Agreement including, without limitation, the Promissory Note.


                            ARTICLE VII
         CONDITIONS PRECEDENT TO PAYMENT OF PURCHASE PRICE

            Section 7.1.  Conditions Precedent to Payment of
  Purchase Price by Buyer.  The obligation of Buyer to pay any
  portion of the Purchase Price hereunder (including its
  obligation to make any cash payment under Section 3.2(a) or
  any payment under the Promissory Note delivered under Section
  3.2(b)) shall be subject to the delivery by Seller, on or
  prior to the date any such payment is due, of the following in
  form and substance reasonably satisfactory to Buyer as shall
  be effective to vest in Buyer all of Seller s rights in and
  under the Purchased Assets as provided for in this Agreement:

  (a)  a general bill of sale transferring the Purchased Assets

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       to Buyer, and such other similar instruments of
       conveyance, transfer and assignment as may be necessary
       to convey to Buyer good and marketable title to all
       personal property included in the Purchased Assets;

  (b)  assignments of the Intellectual Property in a form
  sufficient for filing;

  (c)  all consents to the assignment to Buyer of the Contracts
       designated on Schedules 1.1(i) and 4.9 of this Agreement
       not previously provided to Buyer;

  (d)  certified copies of resolutions duly adopted by the Board
       of Directors of Seller authorizing the execution and
       delivery of this Agreement and the sale and transfer of
       the Purchased Assets to Buyer;

  (e)  such assignments, transfers, consents and other documents
       as Buyer may reasonably request to vest in Buyer all
       right, title and interest in the Purchased Assets
       intended to be assigned and transferred to Buyer pursuant
       to this Agreement; and

  (f)  an executed (including by Monroe Parkway Joint Venture)
       counterpart of the Sublease Agreement relating to the
       Facility ("Sublease"), providing for a lease of the
       Facility to Buyer for a period of sixty (60) days
       beginning on the date hereof, with two separate options
       in Buyer to renew the Sublease, each for an additional
       period of thirty (30) days, and otherwise in form and
       substance satisfactory to Buyer, Seller and NIC.

  The obligation of Buyer to pay any portion of the Purchase
  Price hereunder (including its obligation to make any cash
  payment under Section 3.2(a) or any payment under the
  Promissory Note delivered under Section 3.2(b)) shall also be
  subject to the delivery by NIC, on or prior to the date any
  such payment is due, of the following in form and substance
  reasonably satisfactory to Buyer:

  (i)  an executed counterpart of the Sublease; and

  (ii) all releases and UCC-3 termination statements duly
       executed and delivered by NIC s secured creditors which
       will, when filed with the appropriate filing office,
       release all liens and encumbrances against the Leased
       Assets except for the rights of the lessor under the
       "Nelco" leases identified on Schedule 2.3 hereto.


                            ARTICLE VIII
             ADDITIONAL AGREEMENTS OF BUYER AND SELLER


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            Section 8.1.  Employees; Retirement and Benefit
  Plans.

  (a)  Termination of Transferring Employees.  Seller shall, as
       of the Closing Date, terminate all active employees of
       the Business on the Closing Date.  Seller and NIC agree
       that for a period of equal to the lesser of (i) two (2)
       years commencing with the Closing Date, or (ii) so long
       as the employment of such Transferring Employee is not
       terminated by Buyer, neither Seller nor NIC will directly
       solicit or hire for employment with Seller or NIC after
       the Closing Date any Transferring Employee (as defined in
       Section 8.1(b) of this Agreement).

  (b)  Hiring of Transferring Employees.  Buyer shall offer
       employment as of the Closing Date to those employees who
       are listed on Schedule 8.1(b), which shall be appended to
       this Agreement prior to the Closing Date, of the Business
       on the Closing Date, and such employees who accept
       employment with Buyer as of the Closing Date shall be
       considered "Transferring Employees."  So long as the
       employment of any such Transferring Employee is continued
       by Buyer, coverage for such Transferring Employee shall
       be continued under the Seller s medical, dental, long-
       term disability, life insurance and 401(k) plans and
       other insured employee welfare plans until November 30,
       1996 (the "Coverage Termination Date").  The employer s
       portion of the premium cost of such coverage continuation
       under Seller s plans shall be borne by Buyer. 
       Immediately following the Coverage Termination Date,
       Buyer shall offer to all Transferring Employees health
       and medical insurance following the Coverage Termination
       Date, and such other welfare-type employee benefits as
       Buyer in its sole discretion elects to offer, except that
       coverage extended to Transferring Employees under any
       such insurance and benefits shall not be subject to any
       waiting period requirement other than as provided under
       the terms of any insurance contracts under which such
       insurance and benefits are provided.  Buyer will give all
       Transferring Employees credit for service with Seller
       under all vacation and holiday plans maintained by Buyer
       for the benefit of Transferring Employees.  Buyer
       (i) will assume and pay all obligations, if any, for
       severance pay and all other obligations and Liabilities
       (including, but not limited to, those resulting from any
       wrongful discharge action or failure to comply with the
       Worker Adjustment and Restraining Notification Act)
       arising in connection with the termination by Buyer of
       any Transferring Employee after the Closing Date, and
       (ii) will provide continuance of any health benefits in
       accordance with and subject to the provisions of the
       Consolidated Budget Reconciliation Act of 1985, as in
       effect from time to time ("COBRA"), arising in connection

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       with the termination by Buyer of any Transferring
       Employees after the Coverage Termination Date.  The
       foregoing obligations of Buyer in clause (i) above will
       not in any event include obligations based upon facts or
       circumstances arising as a result of actions by Seller
       prior to the Closing Date, and Seller shall in any event
       be responsible for any severance or other obligations,
       and shall provide continuance of any health benefits in
       accordance with and subject to the provisions of COBRA,
       for any employees of the Business who do not receive or
       do not accept Buyer s offer of employment as provided
       herein (and their covered spouses and dependents). 
       Additionally, Seller shall provide continuance of any
       health benefits in accordance with, and subject to, the
       provisions of COBRA, for any Transferring Employee (and
       their covered spouses and dependents) who terminate
       employment with Buyer prior to the Coverage Termination
       Date.

  (c)  Employee and Third Party Rights.  Nothing contained in
       this Agreement shall be deemed to give any employee of
       Seller the right to be retained in the employ of Buyer
       after the Closing Date or to interfere with Buyer s right
       to discharge any employee at any time.  Nothing contained
       in this Section 8.1 or elsewhere in this Agreement shall
       be deemed to create in any employee any right as a third
       party beneficiary.

  (d)  Disability Claims.  Seller shall continue to be
       responsible after the Closing Date for disability
       benefits for employees of the Business who are absent
       from work as of the Closing Date due to disability,
       illness or injury, including those arising under any
       worker s compensation laws or plans ("Disabled
       Employees"), consistent with the terms of Seller s
       disability benefit plans or the provisions of any
       worker s compensation laws.  A true and complete list of
       all Disabled Employees existing as of the date hereof is
       attached hereto as Schedule 8.1(b), along with a
       description for each person listed thereon (whether
       covered by Seller s disability benefit plans or worker s
       compensation laws) of the following information:  their
       current disability period and the nature of their
       disability.  Seller s obligation to any such Disabled
       Employee(s) shall continue until such employee attains
       maximum medical recovery and receives a doctor s release
       to return to work or until Seller s obligations under its
       disability benefit plans or any worker s compensation
       laws expire.  Upon such employee s attaining such
       recovery and receiving such release, Seller shall
       terminate such employee consistent with its obligations
       under Section 8.1(a) of this Agreement and Buyer shall
       make such employee an offer of employment consistent with

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       Buyer s obligations under Section 8.1(b) of this
       Agreement if Buyer or Seller has a contractual or other
       legal obligation to provide such employment.  If any such
       employee accepts the Buyer s offer of employment, Seller
       shall have no further obligations with respect to
       disability benefits for such employee.

  (e)  Worker s Compensation Claims.  Seller shall be liable for
       worker s compensation claims filed by employees of the
       Business which arise solely out of work-related injuries
       which occur prior to the Closing Date.  Notwithstanding
       the above, with respect to worker s compensation claims
       filed after the Closing Date by Transferring Employees,
       where the claim arises out of exposures occurring both
       prior to and on and after the Closing Date, Buyer s and
       Seller s liability with respect to said claims shall be
       allocated in accordance with the law of the Commonwealth
       of Virginia.  Buyer shall be liable for worker s
       compensation claims filed by Transferring Employees which
       arise solely out of work-related injuries which occur on
       or after the Closing Date.

  (f)  Vacation.  The parties agree that obligations owing to
       Transferring Employees with respect to accrued vacation
       as of the Closing Date shall be assumed by Buyer.

            Section 8.2.  Covenant Not to Compete.  For a period
  of five (5) years commencing with the Closing Date, neither
  Seller nor NIC shall anywhere in North America, Europe and
  Asia directly or indirectly, whether as a partner, investor,
  shareholder (other than as a holder of less than 2 percent of
  the outstanding capital stock of a publicly traded
  corporation), consultant, agent or otherwise, manufacture for
  sale, sell or represent to any third party the products being
  manufactured by the Business as of the Closing Date or any
  products similar thereto.

            Section 8.3.  Confidentiality.  Buyer acknowledges
  that prior to the Closing Date it was furnished with or become
  exposed to certain information which is considered to be
  confidential and proprietary, regardless of whether such
  information is marked or otherwise identified as confidential
  or proprietary, including, without limitation:  (a) technical
  information, drawings and other confidential or proprietary
  information owned by Seller and related to the Business or the
  Purchased Assets (the "Confidential Information"); (b)
  technical information, drawings and other confidential or
  proprietary information relating to Seller s other businesses
  and product lines (the "Seller Confidential Information"); and
  (c) technical information, drawings and other confidential or
  proprietary information owned by customers, licensors or other
  third parties ("Other Confidential Information").  Buyer
  agrees that it will keep the Confidential Information, the

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  Seller Confidential Information and the Other Confidential
  Information confidential, and neither it nor its agents or
  employees will, without the prior written consent of Seller or
  the proper owner of such information, disclose in any manner
  whatsoever, in whole or in part, or use the Confidential
  Information, the Seller Confidential Information or the Other
  Confidential Information, other than consistent with the terms
  of this Agreement.  Notwithstanding anything to the contrary
  in this Agreement, the provisions of this Section shall not
  apply to information which:  (a) is permitted in writing by
  Seller or the proper owner of such information to be disclosed
  or used; or (b) is within the public domain or becomes part of
  the public domain without any breach of this Agreement; or (c)
  is known to Buyer prior to the disclosure of such information;
  or (d) is received from a third party having the right to
  impart such information; or (e) is independently developed by
  Buyer s employees who did not have access to such information;
  or (f) is required to be disclosed by judicial or
  administrative process or, in the opinion of counsel, by other
  mandatory requirements of law.  All obligations of Buyer with
  respect to the Confidential Information shall terminate
  immediately upon the closing of the transaction contemplated
  by this Agreement.  If the transaction contemplated by this
  Agreement is not consummated, Buyer shall promptly return to
  Seller all documents, work papers, and other materials
  (including all copies made thereof) obtained or made pursuant
  to this Agreement.

            Section 8.4.  Bulk Sales Laws.  Buyer hereby waives
  compliance by Seller with the provisions of any so-called bulk
  transfer law of any jurisdiction in connection with the sale
  of the Business and the Purchased Assets to Buyer.

            Section 8.5.  Expenses.  Except as otherwise
  provided in this Agreement, and whether or not the transaction
  contemplated hereby is consummated, each party to this
  Agreement shall pay its own expenses incident to this
  Agreement and the transaction contemplated hereby including,
  without limitation, all legal and accounting fees and
  disbursements.

            Section 8.6.  Sales, Use, Transfer and Other Taxes. 
  Buyer shall determine and pay when due all sales, use,
  transfer and other taxes arising from the sale of the
  Purchased Assets by Seller to Buyer.  Buyer s agreement to pay
  such taxes shall not affect Buyer s ability to rely on the
  representations and warranties of Seller contained in Section
  4.16 of this Agreement.  Seller shall pay wen due all federal,
  state or local taxes measured by or with respect to the income
  or gross receipts of the Business for all periods ending prior
  to the Closing Date.  Personal property taxes relating to the
  Purchased Assets shall be prorated between Seller and Buyer as
  of the Closing Date (with Seller being responsible for such

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  items for all periods ending prior to the Closing Date and
  Buyer being responsible for such items beginning on and after
  the Closing Date), and Seller and Buyer each agree to pay its
  respective share of such items when due.

            Section 8.7.  Books and Records.  Buyer agrees that
  as long as the books, records and files delivered to Buyer
  under this Agreement, to the extent that they pertain to the
  Purchased Assets or the Business prior to or on the Closing
  Date, remain in existence and available (but in no event more
  than four (4) years after the Closing Date, except for those
  items relating to tax matters prior to the Closing Date which
  will be available for any applicable statute of limitations
  period), Seller (at its expense) shall have the right to
  inspect and to make copies of the same at any time during
  business hours for any purpose identified below.  Buyer will
  not destroy, without first having offered to deliver to
  Seller, any of such books, records and files for a period of
  time equal to that which it would be required to retain such
  books, records or files, as the case may be, under applicable
  law as in effect on the date of this Agreement or, in the case
  of federal tax matters, not less than the applicable statute
  of limitation, plus extensions thereof agreed to by Seller. 
  Buyer agrees that it will cooperate with and make available to
  Seller, during normal business hours, all books, records,
  information and employees (without substantial disruption of
  employment) necessary and useful in connection with any tax
  inquiry, audit, investigation, dispute, claim, litigation or
  any other matter requiring any such books, records,
  information or employees for any reasonable business purpose,
  to the extent that any of the foregoing pertain to the
  Purchased Assets or the Business prior to the Closing Date. 
  Seller shall bear all of the out-of-pocket costs and expenses
  (including without limitation, attorneys  fees, but excluding
  reimbursement for employee benefits) reasonably incurred in
  connection with providing such books, records, information or
  employees.  Seller will require certain financial information
  for periods on or prior to the Closing Date for the purpose of
  filing federal, state, local and foreign tax returns and other
  governmental reports, and Buyer agrees to furnish such
  information to Seller at Seller s request and expense.

            Section 8.8.  Publicity.  Neither Seller, Buyer nor
  NIC shall make any public announcement of the transactions
  contemplated by this Agreement except as required by law or as
  mutually agreed to, and then, only when, and in the form,
  mutually agreed upon by them.


                             ARTICLE IX
                            NIC GUARANTY

            Section 9.1.  NIC Guaranty.  NIC hereby

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  unconditionally guarantees the performance (and not merely the
  collection) of the obligations of Seller under the terms of
  this Agreement, waives notice of acceptance of guarantee,
  waives notice of modification or change to the terms hereof,
  waives any extensions or forbearance given by Buyer, and
  waives any requirement that suit first be brought against
  Seller in order to enforce any of such obligations.


                             ARTICLE X
              MISCELLANEOUS PROVISIONS AND AGREEMENTS

            Section 10.1.  Assurances.  After the Closing Date,
  for no further consideration, Seller shall perform all such
  other action and shall execute, acknowledge and deliver, all
  such assignments, transfers, consents and other documents as
  Buyer may reasonably request to vest in Buyer all right, title
  and interest in the Purchased Assets intended to be assigned
  and transferred to Buyer pursuant to this Agreement; and Buyer
  shall similarly perform all such other action and shall
  execute, acknowledge and deliver all such other documents as
  Seller may reasonably request to confirm Buyer s assumption of
  the Assumed Liabilities.

            Section 10.2.  Notices.  All notices, requests,
  demands and other communications made under this Agreement
  shall be in writing and shall be deemed duly given upon
  receipt if sent by registered or certified mail, return
  receipt requested, postage prepaid, as follows, or to such
  other address or person as either party may designate by
  notice to the other party under this Agreement:

       If to SELLER:

            c/o Network Imaging Corporation
            500 Huntmar Park Drive
            Herndon, Virginia  20170-5100
            Attn:  Jorge R. Forgues, Chief Financial Officer

            Telecopier No.:  703/478-5386

       If to BUYER:

            Network Storage Solutions, Inc.
            600 Herndon Parkway
            Herndon, Virginia  20170
            Attn:  Joseph T. Pisula, Chairman

            Telecopier No.:  703/834-0787

            Section 10.3.  Amendments; Termination.  This
  Agreement cannot be changed or terminated orally and no waiver
  of compliance with any provision or condition of this

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  Agreement and no consent provided for in this Agreement shall
  be effective unless evidenced by an instrument in writing duly
  executed by both parties.  This Agreement (except for the
  provisions of Section 8.3 of this Agreement, which shall
  continue in effect) and the transactions contemplated by this
  Agreement may be terminated and abandoned at any time prior to
  the Closing Date:  (a) by mutual written agreement of Buyer
  and Seller; and (b) by Buyer or Seller upon written notice
  given to the other party after entry of an order or injunction
  restraining or prohibiting the sale or purchase of the
  Business and the Purchased Assets.

            Section 10.4.  Assignment.  This Agreement shall be
  binding upon and inure to the benefit of the parties and their
  respective successors, legal representatives and permitted
  assigns.  This Agreement shall not be assigned by any party
  without the prior written consent of the others, which consent
  shall not be unreasonably withheld or delayed.  The parties
  hereby agree and consent to the assignment by Seller to NIC of
  Seller s right to receive payment under Section 3.2 hereof,
  and to the assignment by Seller to NIC of Seller s obligation
  to make additional financing available to Buyer under Section
  3.4 hereof, and Seller does hereby assign such rights and
  obligations.

            Section 10.5.  Entire Agreement.  This Agreement and
  the Schedules attached to this Agreement and any other
  agreements in writing among the parties subsequent to the date
  hereof contain the entire agreement among the parties to this
  Agreement with respect to the transactions contemplated in
  this Agreement and supersede all previous written or oral
  negotiations, commitments and writings, including without
  limitation that certain letter agreement dated as of September
  30, 1996 by and among Seller, NIC and Joseph T. Pisula,
  Bernard F. McCrory and Douglas L. Donsbach, as agents for
  Buyer.

            Section 10.6.  Severability.  If any one or more of
  the provisions of this Agreement shall be held to be invalid,
  illegal or unenforceable, the validity, legality or
  enforceability of the remaining provisions of this Agreement
  shall not be affected thereby.  To the extent permitted by
  applicable law, each party waives any provision of law which
  renders any provision of this Agreement invalid, illegal or
  unenforceable in any respect.

            Section 10.7.  Applicable Law.  This Agreement shall
  be governed by and construed and enforced in accordance with
  the laws of the Commonwealth of Virginia.

            Section 10.8.  Headings.  Headings and captions
  contained in this Agreement are inserted only as a matter of
  convenience and in no way define, limit or extend the scope of

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  this Agreement or any provision hereof.

            Section 10.9.  Counterparts.  Any number of
  counterparts of this Agreement may be signed and delivered and
  each will be considered one and the same instrument.

            Section 10.10.  Limitation of Personal Liability. 
  Seller agrees that Buyer shall be the only entity obligated
  hereunder or under any other document or agreement relating to
  or arising out of the purchase of the Purchased Assets and the
  assumption of the Assumed Liabilities, and that neither Joseph
  T. Pisula, Bernard F. McCrory nor Douglas L. Donsbach, nor any
  other stockholder, officer or director of Buyer, shall have
  any obligation or personal liability hereunder or under any
  such other document or agreement.


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


  SYMMETRICAL TECHNOLOGIES, INC.     NETWORK STORAGE SOLUTIONS,
  INC.

  By:                           By:  

  Name:                         Name:  

  Title:                        Title:                        

  NETWORK IMAGING CORPORATION

  By:  

  Name:  

  Title:  
















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                             EXHIBIT A

                          PROMISSORY NOTE



















































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