NETWORK IMAGING CORPORATION

                              8.0% Convertible Note
                                    $100,000
                                due July 8, 2002

         This Note, dated as of July 9, 1997, is executed by and between Network
Imaging  Corporation,  a Delaware  corporation (the "Company") and Wood Gundy in
trust for RRSP 550 98866 19 (the "Holder").  The Convertible Debentures will not
be registered under the Securities Act of 1933, as amended.

         THE COMMON STOCK UNDERLYING THE CONVERTIBLE  DEBENTURES WILL BE OFFERED
PURSUANT TO AN EXEMPTION FROM REGISTRATION  UNDER REGULATION S PROMULGATED UNDER
THE  SECURITIES  ACT OF 1933,  AS  AMENDED  (THE  "ACT").  THE  COMMON  STOCK IS
RESTRICTED  AND MAY NOT BE  OFFERED  OR SOLD  IN THE  UNITED  STATES  OR TO U.S.
PERSONS,  AS THAT TERM IS DEFINED BY  REGULATION  S, UNLESS THE COMMON  STOCK IS
REGISTERED  UNDER  APPLICABLE  FEDERAL  AND  STATE  SECURITIES  LAWS  OR  UNLESS
EXEMPTIONS  FROM THE  REGISTRATION  REQUIREMENTS OF THOSE LAWS ARE AVAILABLE AND
THE COMPANY IS PROVIDED WITH AN OPINION OF COUNSEL OR OTHER SUCH  INFORMATION AS
IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE.

1.       Interest.

         The Company  promises to pay interest of the  principal  amount of this
Security at the rate of 8.0% per annum. To the extent it is lawful,  the Company
promises  to pay  interest  on any  interest  payment  due  but  unpaid  on such
principal amount at a rate of 8.0% per annum compounded semi-annually.

         The Company, at its option, shall pay interest in either cash or Common
Stock  issued at the  lower of either  the  Conversion  Price or the  Redemption
Price, as those terms are herein defined.

2.       Method of Payment.

         The Company shall pay interest,  at its sole option,  either in cash or
Common Stock on the Convertible  Debentures at such time as it receives a notice
to convert or redeem  the  Convertible  Debentures.  The Holder  must  surrender
Convertible Debentures to the Company to collect principal payments.

3.       Registrar and Paying Agent.

         American  Stock  Transfer & Trust  Company will act as  Registrar.  The
Company  will act as Paying  Agent.  The  Company  may change any Paying  Agent,
Registrar or  co-Registrar  without notice to the Holder.  The Company or any of
its  Subsidiaries  may,  subject to  certain  exceptions,  act as Paying  Agent,
Registrar or co-Registrar.

4.       Conversion.

         After a period of  forty-five  (45) days from the date of  execution of
this  Note up to the date  fixed for  redemption,  the  Holder  has the right to
convert the  Convertible  Debentures  into  Network  Imaging  Common  Stock (the
"Common Stock") at a conversion rate equal to $1.875 (the market price per share
on the date of execution of this Note) (the "Conversion Price"). Until such time
as the Common Stock  underlying the Convertible  Debentures has been registered,
Holder  understands and agrees that any such Common Stock issued to Holder shall
be restricted stock and may not be sold unless and pursuant to an exemption from
the Securities Act of 1933, as amended.

                                      -1-
<PAGE>

5.       Redemption.

         The Convertible  Debentures will not be subject to redemption  prior to
October 30, 1997.

         Redemption  by the Holder.  On or after  October 30,  1997,  the Holder
shall have the right to redeem  the  Convertible  Debentures  by  notifying  the
Company. Within one business day of such notification,  the Company, at its sole
option,  may elect to: (1) redeem the Convertible  Debentures at face value plus
accrued  interest,  or (2) issue Common Stock at a rate equal to ninety  percent
(90%) of the previous five trading days average  closing bid price on the NASDAQ
National Market System (or the primary  exchange where shares are traded) ending
the day prior to the  notice  date plus any  accrued  interest.  If the  Company
elects to issue  Common  Stock,  such  shares  issued to Holder  shall be either
issued pursuant to an exemption under the U.S.  Federal  securities laws or with
registered and freely tradeable shares.

         The  Company  agrees  that upon the first  redemption  by  Holder,  the
Company shall instruct  Holder as to its method of redemption and such method of
redemption  shall  continue to be effective upon each  subsequent  redemption by
Holder until Holder is notified otherwise.

         Redemption  by the  Company.  On or after  October 30,  1997,  and upon
thirty (30) days advance notice to the Holder,  the Company shall have the right
to redeem the Convertible  Debentures.  Within thirty days of such notification,
the Holder may elect to: (1) redeem the Convertible  Debentures for cash at face
value plus  accrued  interest,  or (2) have the Company  issue Common Stock at a
rate equal to ninety  percent  (90%) of the  previous  five trading days average
closing bid price on the NASDAQ  National  Market System ending the day prior to
the notice date plus any accrued  interest.  In accordance  with the election of
the Holder,  the Company has ten days after receipt of the Holder's  election to
either make the payment as  described  herein or deliver the Common Stock to the
Holder.

6.       Notice of Redemption.

         To  effect  a  redemption,   notice  shall  be  sent  by  facsimile  or
forty-eight  hour courier to the Holder of each  Security to be redeemed at such
Holder's last address as then shown upon the registry  books of the Registrar or
to the Company is redeemed by the Holder .

7.       Persons Deemed Owners.

         The  registered  Holder of a Security may be treated as the owner of it
for all purposes.

8.       Agreement to File Registration Statement to Register the Common Stock.

         If the Company  determines  that it cannot issue shares  pursuant to an
exemption  under the U.S.  Federal  securities  laws, then it shall undertake to
file within thirty (30) days, a registration  statement on the appropriate  form
with the U.S. Securities and Exchange Commission to register the Common Stock no
earlier  than sixty  (60) days after the  execution  of this Note.  The  Company
further  agrees  that it shall use its best  efforts  to have such  registration
statement declared effective within one hundred twenty (120) days of its initial
filing with the U.S. Securities and Exchange Commission.

9.       Warrants.

         A five-year warrant (the "Warrant") to purchase 20,000 shares of Common
Stock at $1.875 per share (the  "Warrant  Shares") for each  million  dollars of
debt shall be issued to each Holder.  The Warrants shall be substantially in the
form of Exhibit D hereto.

         It is  understood  and agreed that the Warrants and the Warrant  Shares

                                      -2-
<PAGE>

have not  been  registered  under  the Act,  and  that the  Warrants  may not be
exercised by or on behalf of any U.S. Person unless the Warrant Shares have been
registered  under the Act and any applicable  state securities law in the United
States or exemptions from such registration are available.  It is a condition to
the  exercise of the Warrants  that (a) any Warrant  Shares  issuable  upon such
exercise will not be delivered  within the United States except in circumstances
constituting an "offshore  transaction" (as defined in Rule 902(i) of Regulation
S under the Act) or unless such shares have been registered  under the Act or an
exemption  from  registration  is available,  and (b) the holder  exercising the
Warrants  must  deliver to the  Company  (i) a written  certification,  attached
hereto as Exhibit E, that such holder is not a U.S. Person and (ii) if requested
by the Company,  a written opinion of counsel,  acceptable in form and substance
to the Company's counsel, to the effect that the Warrants and the Warrant Shares
issuable upon the exercise  thereof have been  registered  under the Act and any
applicable  state  securities  law in the  United  States  or  are  exempt  from
registration thereunder.

10.      Subordination to Senior Indebtedness on Collateral.

         Payment of principal,  premium, if any, and interest on the Convertible
Debentures  is  subordinated  to  the  prior  payment  in  full  of  all  senior
indebtedness.  For purposes of this Note, senior  indebtedness,  and such senior
indebtedness  is held by Fred E.  Kassner  who holds a line of  credit  with the
Company,  has a first ranking pledge,  up to five million dollars plus interest,
on the now owned or hereafter acquired accounts receivable,  inventory,  and the
intellectual  property  of the 1 View  software  products  and a second  ranking
pledge on the stock of Dorotech,  S.A.  Holders of the 8% Convertible Note shall
be secured  with a second  ranking  pledge,  up to three  million  dollars  plus
interest, on the now owned or hereafter acquired accounts receivable,  inventory
and the intellectual  property of the 1 View software and a third ranking pledge
on the stock of Dorotech, S.A.

         The Company  agrees  that it shall file within  thirty (30) days of the
date of execution  of this Note any and all  appropriate  security  liens on the
collateral  described in the paragraph  above,  including  financing  statements
pursuant  to the  Uniform  Commercial  Code that  shall be filed in the state of
Virginia to secure the interests of the Holder in the collateral.

11.      Repurchase at Option of Holder Upon a Change of Control.

         If there is a Change of Control, the Company shall be required to offer
to purchase on the Repurchase Date all outstanding  Convertible  Debentures at a
purchase price equal to 100% of the principal  amount thereof,  plus accrued and
unpaid  interest,  if any, to the Repurchase  Date.  Holders of the  Convertible
Debentures will receive a Repurchase Offer from the Company prior to any related
Repurchase Date and may elect to have such Convertible  Debentures  purchased by
completing  the form  entitled  "Option of Holder to Elect  Purchase"  appearing
below.

12.      Successors.

         When a successor  assumes all the obligations of its predecessor  under
the  Convertible  Debentures,  the  predecessor  will  be  released  form  those
obligations  (except  with  respect to any  obligations  that arise from or as a
result of such transaction).

13       Defaults and Remedies.

         If an event of default occurs and is continuing  other than an event of
default relating to certain events of bankruptcy,  insolvency or reorganization,
then in every case,  unless the principal of all of the  Convertible  Debentures
shall have  already  become due and  payable,  the  Holders of 25% in  aggregate
principal amount of Convertible  Debentures then outstanding may declare all the

                                      -3-
<PAGE>

Convertible Debentures to be due and payable immediately.

14.      No Recourse Against Others.

         No director or indirect partner, employee,  stockholder or officers, as
such, past,  present or future,  of the Company or any successor  corporation or
any  Subsidiary  or any of the  Company's  Affiliates  shall  have any  personal
liability in respect of the  obligations  of the Company  under the  Convertible
Debentures  by reason of his, her or its status as such  partner,  stockholders,
director, officer or employee. Each Holder of a Security by accepting a Security
waives and releases all such  liability.  The waiver and release are part of the
consideration for the issuance of the Convertible Debentures.

15.      Use of Proceeds.

         Network Imaging agrees that the use of proceeds under this  Convertible
Note shall only be used for  operational  purposes and shall not be used to make
any  dividend  payments  to the  Series  A  Preferred  shareholders  nor to make
payments to CDRE pursuant to the re-purchase of the Series F Preferred stock.

16.      Right of First Refusal on Future Regulation S Offerings.

         In the  event  that  Network  Imaging  shall  propose  a  Regulation  S
transaction in the future, until such time as all of Debentures described herein
have been converted,  Network Imaging shall not conduct such an offering without
first  offering  the  transaction  to the Holder who shall have five (5) days to
elect to proceed with such a transaction.

17.      The  Holder represents and warrants  that he is neither a citizen nor a
resident  of the  United  States,  and  if  the  Holder  is a  corporation  or a
partnership,  the  corporation or  partnership is not organized or  incorporated
under the laws of the United States.

                                    Signatures

IN WITNESS WHEREOF,  the parties hereto have cause this Note to be duly executed
as of this 9th day of July 1997.

                           Network Imaging Corporation

                                            By: 
                                                ----------------------------- 
                                            Name: 
                                                  ---------------------------
                                            Title:
                                                  ---------------------------

                                            Holder:

                                            ---------------------------------
                                            Mark Shoom






                                      -4-
<PAGE>





                       OPTION OF HOLDER TO ELECT PURCHASE

 
          If you want to elect to have  this  Convertible Debenture purchased by
the Company, check the box: 
                           -----

          If you want to elect to have only part of  this Convertible  Debenture
purchased by the Company, state the amount you want to be purchased:


                               $ -----------------



Date:                               Signature: 
      ----------------------------            ---------------------------------



























<PAGE>


                              [FORM OF] ASSIGNMENT

                         I or we assign this Security to


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
             (Print or type name, address and zip code of assignee)

    Please insert Social Security or other identifying number of the assignee

                              --------------------

and irrevocably  appoint            agent to transfer this Security on the books
                         ----------
of the Company. The agent may substitute another to act for him.


    Date:                        Signed: 
          ---------------------         ------------------------------------

--------------------------------------------------------------------------------

                      (Sign exactly as name appears on the
                          other side of this Security)



                             Signature Guarantee. *


                          ----------------------------
  *Participant in a recognized Signature Guarantee Medallion Program (or other
                     signature acceptable to the Trustee).








<PAGE>


                                    EXHIBIT B

                            FORM OF CONVERSION NOTICE

                         To: Network Imaging Corporation
                                    $100,000
              8.0% Convertible Subordinated Notes due July 8, 2002

                  The undersigned  owner of this Convertible  Debenture  hereby:
(i) irrevocably  exercises the option to convert this Debenture,  or the portion
hereof  below  designated,  for  shares  of  Common  Stock  of  Network  Imaging
Corporation in accordance with the terms of this Convertible  Debenture and (ii)
directs that such shares of Common Stock  deliverable  upon the  conversion,  be
issued and delivered tot he registered holder hereof unless a different name has
been indicated below. If shares are to be delivered  registered in the name of a
person other than the  undersigned,  the undersigned will pay all transfer taxes
payable with respect thereto.  Any amount required to be paid by the undersigned
on account of interest accompanies this Convertible Debenture.
                                                                   
                                            Dated 
                                                 -----------------------------


                                            ----------------------------------
                                                         Signature

           Fill in for registration of shares if to be delivered, and
              of Convertible Debentures if to be issued, otherwise
                than to and in the name of the registered holder.

                       ----------------------------------
                            Social Security or other
                           Taxpayer Identifying Number

                         -------------------------------
                                     (Name)

                         --------------------------------
                                (Street Address)

                         -------------------------------
                           (City, State and Zip Code)
                         (Please print name and address)

              Principal amount to be converted: (if less than all)

                    $ --------------------------------------

                              Signature Guarantee.*
 
                         -----------------------------
       *Participant in a recognized Signature Guarantee Medallion Program





<PAGE>



                                    EXHIBIT C

                            FORM OF REDEMPTION NOTICE

                         To: Network Imaging Corporation
                                    $100,000
              8.0% Convertible Subordinated Notes due July 8, 2002

                  The undersigned  owner of this Convertible  Debenture  hereby:
(i) irrevocably  exercises the option to redeem this  Debenture,  or the portion
hereof  below  designated,  for  shares  of  Common  Stock  of  Network  Imaging
Corporation in accordance with the terms of this Convertible  Debenture and (ii)
directs that such shares of Common Stock  deliverable  upon the  conversion,  be
issued and delivered tot he registered holder hereof unless a different name has
been indicated below. If shares are to be delivered  registered in the name of a
person other than the  undersigned,  the undersigned will pay all transfer taxes
payable with respect thereto.  Any amount required to be paid by the undersigned
on account of interest accompanies this Convertible Debenture.

                                            Dated
                                                 -----------------------------

                                            ----------------------------------
                                                         Signature

           Fill in for registration of shares if to be delivered, and
              of Convertible Debentures if to be issued, otherwise
                than to and in the name of the registered holder.

                       ----------------------------------
                            Social Security or other
                           Taxpayer Identifying Number

                         -------------------------------
                                     (Name)
 
                         -------------------------------
                                (Street Address)

                         -------------------------------
                           (City, State and Zip Code)
                         (Please print name and address)
 
              Principal amount to be converted: (if less than all)

                    $ --------------------------------------

                              Signature Guarantee.*

                          -----------------------------
       *Participant in a recognized Signature Guarantee Medallion Program




<PAGE>



                                    EXHIBIT E
                        WRITTEN CERTIFICATION FROM HOLDER



         Holder,  hereby  certifies  to Network  Imaging  that the Common  Stock
underlying  the  Convertible  Debentures  and/or the Warrants  issued to Holder,
pursuant to a sale, an offer for sale or a transfer have not been sold,  offered
for sale or transferred to a "U.S.  Person" as that term is defined under United
States  Federal  securities  laws and/or any state  securities  laws that may be
application to the transaction.


         I hereby certify to the accuracy of the statements made herein.



                                              -------------------------------
                                              Holder

                                              --------------------------------
                                              Date



<PAGE>




                        SCHEDULE TO 8.0% Convertible Note
                                    $100,000
                                due July 8, 2002


The  following  Notes  were  issued  pursuant  to  the  transaction  related  to
Convertible debt in the amount of $1,800,000:

(a)    ten (10) Notes were issued, each in the amount of $100,000, to Wood Gundy
       in trust for RRSP 550 9886619; and

(b)    eight (8) Notes were issued, each  in  the amount of $100,000, to Gundyco
       in trust for RRSP 550 99119 12.