CERTIFICATE OF DESIGNATIONS,
                             PREFERENCES AND RIGHTS

                                       of

                      SERIES N CONVERTIBLE PREFERRED STOCK

                                       of

                                   TREEV, INC.

                         (Pursuant to Section 151 of the
                        Delaware General Corporation Law)




         TREEV, Inc., a corporation organized and existing under the laws of the
State of Delaware  (the  "Corporation"),  hereby  certifies  that the  following
resolutions  were adopted by the Board of Directors of the Corporation  pursuant
to  authority  of the Board of  Directors  as  required  by  Section  151 of the
Delaware General Corporation Law.

         RESOLVED,  that pursuant to the authority  granted to and vested in the
Board of Directors of this Corporation (the "Board of Directors" or the "Board")
in  accordance  with the  provisions of its  Certificate  of  Incorporation  and
Bylaws,  each as amended  and  restated  through the date  hereof,  the Board of
Directors hereby authorizes a series of the Corporation's  previously authorized
Preferred Stock, par value $.0001 per share (the "Preferred Stock"),  and hereby
states the  designation  and number of shares,  and fixes the  relative  rights,
preferences, privileges, powers and restrictions thereof as follows:


         Series N Convertible Preferred Stock:


                            I. DESIGNATION AND AMOUNT

         The designation of this series,  which consists of 1,559,576  shares of
Preferred  Stock,  is the Series N  Convertible  Preferred  Stock (the "Series N
Preferred  Stock")  and the face  amount  shall be $6.4120  per share (the "Face
Amount").  The Holder will be issued  shares of the Series N Preferred  Stock in
denominations  of 100,000  shares.  No other  Series N Preferred  Stock shall be
issued without the consent of the purchaser.

                                       1
<PAGE>


                             II. CERTAIN DEFINITIONS

         For purposes of this  Certificate of  Designation,  the following terms
shall have the following meanings:

         A.  "Conversion  Date"  means,  for any Optional  Conversion,  the date
specified in the notice of conversion  in the form attached  hereto (the "Notice
of  Conversion"),  so long as the copy of the Notice of  Conversion is faxed (or
delivered  by  other  means  resulting  in  notice)  to the  Corporation  before
Midnight,  New York City time, on the Conversion Date indicated in the Notice of
Conversion.  If the Notice of Conversion is not so faxed or otherwise  delivered
before such time,  then the Conversion  Date shall be the date a Holder faxes or
otherwise  delivers the Notice of Conversion to the Corporation.  The Conversion
Date for the Required Conversion shall be the date the Corporation's shareholder
approve the transaction (as discussed in Paragraph D of Article III).

         B.  "Conversion Price" means  a  price  equal  to $.6412 per  share  of
Common Stock.
  

                                 III. CONVERSION

          A.  Conversion  at  the  Option  of the  Holder.  (i)  Subject  to the
limitations  on  conversions  contained  in Paragraph C of this Article IV, each
Holder of shares of Series N  Preferred  Stock may, at any time and from time to
time,  convert  (an  "Optional  Conversion")  each of its  shares  of  Series  N
Preferred Stock into a number of fully paid and  nonassessable  shares of Common
Stock at $.6412 per share.

         B. Mechanics of Conversion.  In order to effect an Optional Conversion,
a Holder  shall:  (x) fax (or  otherwise  deliver) a copy of the fully  executed
Notice of Conversion to the  Corporation  for the Common Stock and (y) surrender
or cause to be surrendered the original  certificates  representing the Series N
Preferred  Stock being  converted (the  "Preferred  Stock  Certificates"),  duly
endorsed,  along with a copy of the Notice of Conversion as soon as  practicable
thereafter to the Corporation or the transfer agent.  The Corporation  shall not
be obligated to issue shares of Common Stock upon a conversion unless either the
Preferred  Stock  Certificates  are delivered to the Corporation or the transfer
agent as provided  above, or the Holder notifies the Corporation or the transfer
agent that such certificates have been lost, stolen or destroyed (subject to the
requirements of Article XI.B).

                  (i)  Delivery  of  Common  Stock  Upon  Conversion.  Upon  the
surrender of Preferred  Stock  Certificates  from a Holder of Series N Preferred
Stock  accompanied by a Notice of Conversion,  the  Corporation  shall, no later
than the second  business day following the later of (a) the Conversion Date and
(b) the date of such  surrender  (or, in the case of lost,  stolen or  destroyed

                                       2
<PAGE>

certificates,  after  provision  of  indemnity  pursuant  to Article  XI.B) (the
"Delivery Period"), issue and deliver to the Holder (x) that number of shares of
Common Stock issuable upon conversion of such shares of Series N Preferred Stock
being  converted  and (y) a  certificate  representing  the  number of shares of
Series N Preferred  Stock not being  converted,  if any.  In lieu of  delivering
physical  certificates  representing  the Common Stock issuable upon conversion,
provided the Borrower's  transfer agent is participating in the Depository Trust
Company ("DTC") Fast Automated Securities Transfer program,  upon request of the
Holder and its compliance with the provisions  contained in this  paragraph,  so
long as the certificates therefor do not bear a legend and the Holder thereof is
not obligated to return such  certificate for the placement of a legend thereon,
the  Corporation  shall  use its best  efforts  to cause its  transfer  agent to
electronically  transmit the Common Stock issuable upon conversion to the Holder
by crediting  the account of Holder's  Prime Broker with DTC through its Deposit
Withdrawal Agent Commission system.

                  (ii) Taxes.  The  Corporation  shall pay any and all taxes and
all other  reasonable  expenses which may be imposed upon it with respect to the
issuance and delivery of the shares of Common Stock upon the  conversion  of the
Series N Preferred Stock.

                  (iii) No  Fractional  Shares.  If any  conversion  of Series N
Preferred  Stock would result in the  issuance of a  fractional  share of Common
Stock,  such  fractional  share shall be disregarded and the number of shares of
Common Stock issuable upon  conversion of the Series N Preferred  Stock shall be
the next higher whole number of shares.

                  (iv)  Conversion  Disputes.  In the case of any  dispute  with
respect to a conversion,  the  Corporation  shall  promptly issue such number of
shares of Common Stock as are not disputed in accordance with  subparagraph  (i)
above.  If such dispute  involves the calculation of the Conversion  Price,  the
Corporation shall submit the disputed calculations to its outside accountant via
facsimile  within two (2) business days of receipt of the Notice of  Conversion.
The accountant  shall audit the  calculations and notify the Corporation and the
Holder  of the  results  no later  than two (2)  business  days from the date it
receives the disputed calculations. The accountant's calculation shall be deemed
conclusive,  absent  manifest  error.  The  Corporation  shall  then  issue  the
appropriate number of shares of Common Stock in accordance with subparagraph (i)
above.

         C. Required Conversion Upon Shareholders'  Approval of the Transaction.
Provided all shares of Common Stock issuable upon  conversion of all outstanding
shares  of  Series N  Preferred  Stock  are then  authorized  and  reserved  for
issuance,  each share of Series N Preferred  Stock issued and outstanding on the
date the  Corporation's  shareholders  approve the  issuance of the Common Stock
issuable under the Series N Preferred Stock to the Holder,  automatically  shall
be  converted  into shares of Common Stock on such date in  accordance  with the
conversion  rate set forth in  Paragraph A of this  Article  III (the  "Required
Conversion").  When the Required  Conversion  occurs,  the  Corporation  and the
Holders of Series N  Preferred  Stock  shall  follow the  applicable  conversion
procedures set forth in Paragraph B of this Article III; provided, however, that
the Holders of Series N Preferred  Stock are not required to deliver a Notice of
Conversion to the Corporation or its transfer agent.

                                       3
<PAGE>


         In  the  event  that  shareholders'   approval  is  not  obtained,  the
Corporation  shall endeavor to again pursue  shareholders'  approval.  After the
first attempt at obtaining  shareholders' approval of the issuance of the shares
whereby the  shareholders  do not  approve the  issuance of the shares and until
such time as the  shareholders  do  approve  of the  issuance  of the  shares to
Holder,  the  Holder  may  convert a number  of  shares  of the  Series N Stock;
provided however, that with Holder's current stock ownership in the Corporation,
that ownership does not exceed 19.99% of the outstanding  shares of Common Stock
of the Corporation.


                    IV. RESERVATION OF SHARES OF COMMON STOCK

         Upon the initial  issuance  of the shares of Series N Preferred  Stock,
the Corporation  shall reserve  15,595,760 shares of the authorized but unissued
shares of Common Stock for issuance  upon  conversion  of the Series N Preferred
Stock and  thereafter  the number of  authorized  but unissued  shares of Common
Stock so reserved (the  "Reserved  Amount")  shall not be decreased and shall at
all times be sufficient to provide for the  conversion of the Series N Preferred
Stock outstanding at the Conversion Price.


                       V. REDEMPTION DUE TO CERTAIN EVENTS

         A. Redemption by Holder.  In the event (each of the events described in
clauses  (i)-(v) below after  expiration of the applicable  cure period (if any)
being a "Redemption Event"):

                   (i) the  Corporation  fails,  and any such failure  continues
uncured  for five (5)  business  days after the  Corporation  has been  notified
thereof in  writing  by the  Holder,  to remove  any  restrictive  legend on any
certificate  or any  shares of Common  Stock  issued to the  Holders of Series N
Preferred  Stock upon  conversion  of the Series N  Preferred  Stock as and when
required by the Securities Purchase Agreement;

                  (ii) the Corporation provides notice to any Holder of Series N
Preferred Stock,  including by way of public  announcement,  at any time, of its
intention  not to issue  shares  of  Common  Stock  to any  Holder  of  Series N
Preferred Stock upon conversion in accordance with the terms of this Certificate
of Designation  (other than due to the circumstances  contemplated by Articles V
or VII for  which  the  Holders  shall  have  the  remedies  set  forth  in such
Articles);

                  (iii) the Corporation shall:

                           (a)  sell, convey  or dispose of all or substantially
all of its assets;

                           (b)  merge, consolidate or engage  in any other busi-
ness  combination  with any other  entity  (other  than  pursuant to a migratory
merger  effected  solely  for  the  purpose  of  changing  the  jurisdiction  of

                                       4
<PAGE>

incorporation of the Corporation); or

                           (c)  have  approved,  recommended  or  otherwise con-
sented to any  transaction  or series of related  transactions  which  result in
fifty  percent  (50%) or more of the voting  power of its  capital  stock  owned
beneficially  by one  person,  entity or  "group"  (as such  term is used  under
Section 13(d) of the Securities Exchange Act of 1934, as amended);

then, upon the occurrence of any such Redemption Event, each Holder of shares of
Series N Preferred Stock shall thereafter have the option,  exercisable in whole
or in part at any time and from time to time by delivery of a Redemption  Notice
(as defined in Paragraph C below) to the Corporation while such Redemption Event
continues,  to require the  Corporation  to purchase  for cash any or all of the
then  outstanding  shares of Series N Preferred Stock held by such Holder for an
amount per share equal to $6.4120.


                                    VI. RANK

         All shares of the Series N Preferred  Stock shall rank (i) prior to the
Corporation's  Common Stock;  (ii) prior to any class or series of capital stock
of the Corporation  hereafter created (unless, with the consent of the Holder(s)
of Series N Preferred  Stock);  and (iii) junior to the  Corporation's  Series A
Cumulative  Convertible  Preferred  Stock,  par value $.0001 per share,  and the
Corporation's  Series M and Series M1 Convertible  Preferred  Stock (the "Senior
Securities"),  in each  case as to  distribution  of  assets  upon  liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary.


                           VII. LIQUIDATION PREFERENCE

         A. If the  Corporation  shall  commence a voluntary case under the U.S.
Federal  bankruptcy  laws or any  other  applicable  bankruptcy,  insolvency  or
similar  law,  or consent to the entry of an order for relief in an  involuntary
case under any law or to the  appointment of a receiver,  liquidator,  assignee,
custodian,  trustee, sequestrator (or other similar official) of the Corporation
or of any  substantial  part of its  property,  or make  an  assignment  for the
benefit of its  creditors,  or admit in writing its  inability  to pay its debts
generally  as they  become due, or if a decree or order for relief in respect of
the Corporation shall be entered by a court having  jurisdiction in the premises
in an  involuntary  case  under the U.S.  Federal  bankruptcy  laws or any other
applicable bankruptcy, insolvency or similar law resulting in the appointment of
a receiver,  liquidator,  assignee,  custodian,  trustee, sequestrator (or other
similar official) of the Corporation or of any substantial part of its property,
or ordering the winding up or liquidation of its affairs, and any such decree or
order  shall be  unstayed  and in effect for a period of sixty (60)  consecutive
days and,  on  account  of any such  event,  the  Corporation  shall  liquidate,
dissolve or wind up, or if the Corporation shall otherwise  liquidate,  dissolve
or wind up (a "Liquidation Event"), no distribution shall be made to the Holders
of any shares of capital stock of the Corporation (other than Senior Securities)
upon liquidation,  dissolution or winding up unless prior thereto the Holders of

                                       5
<PAGE>

shares  of  Series  N  Preferred  Stock  shall  have  received  the  Liquidation
Preference with respect to each share.

         B. The purchase or redemption by the Corporation of stock of any class,
in any manner permitted by law, shall not, for the purposes hereof,  be regarded
as a  liquidation,  dissolution  or winding up of the  Corporation.  Neither the
consolidation or merger of the Corporation with or into any other entity nor the
sale or transfer by the Corporation of less than substantially all of its assets
shall,  for the purposes hereof,  be deemed to be a liquidation,  dissolution or
winding up of the Corporation.

         C. The  "Liquidation  Preference"  with  respect to a share of Series N
Preferred  Stock  means  an  amount  equal  to  the  Face  Amount  thereof.  The
Liquidation  Preference with respect to any other security shall be as set forth
in the Certificate of Designation filed in respect thereof.


                    VIII. ADJUSTMENTS TO THE CONVERSION PRICE

         The Conversion  Price shall be subject to adjustment  from time to time
as follows:

         A. Stock Splits,  Stock Dividends,  Etc. If at any time on or after the
date of execution, the number of outstanding shares of Common Stock is increased
by a stock split, stock dividend, combination, reclassification or other similar
event, the Conversion Price shall be proportionately  reduced,  or if the number
of  outstanding  shares of Common Stock is  decreased by a reverse  stock split,
combination  or   reclassification  of  shares,  or  other  similar  event,  the
Conversion  Price  shall  be  proportionately  increased.  In  such  event,  the
Corporation shall notify the  Corporation's  transfer agent of such change on or
before the effective date thereof.

         B. Adjustment Due to Merger, Consolidation,  Etc. If, at any time after
the date of execution,  there shall be (i) any reclassification or change of the
outstanding  shares of Common Stock  (other than a change in par value,  or from
par value to no par value,  or from no par value to par value, or as a result of
a  subdivision  or  combination),  (ii)  any  consolidation  or  merger  of  the
Corporation  with any other entity (other than a merger in which the Corporation
is the surviving or continuing entity and its capital stock is unchanged), (iii)
any  sale  or  transfer  of  all or  substantially  all  of  the  assets  of the
Corporation or (iv) any share exchange  pursuant to which all of the outstanding
shares of Common Stock are converted into other  securities or property (each of
(i) - (iv) above  being a  "Fundamental  Change"),  then the Holders of Series N
Preferred Stock shall thereafter have the right to receive upon  conversion,  in
lieu of the shares of Common  Stock  otherwise  issuable,  such shares of stock,
securities  and/or  other  property as would have been issued or payable in such
Fundamental  Change with  respect to or in exchange  for the number of shares of
Common Stock which would have been issuable upon conversion had such Fundamental
Change not taken place,  and in any such case,  appropriate  provisions shall be
made with  respect to the rights and  interests  of the  Holders of the Series N
Preferred  Stock to the end  that  the  provisions  hereof  (including,  without
limitation,  provisions for adjustment of the Conversion Price and of the number
of shares of Common Stock  issuable  upon  conversion  of the Series N Preferred

                                       6
<PAGE>

Stock)  shall  thereafter  be  applicable,  as nearly as may be  practicable  in
relation to any shares of stock or securities  thereafter  deliverable  upon the
conversion thereof.  The Corporation shall not effect any transaction  described
in this  Paragraph  B unless  (i) each  Holder of Series N  Preferred  Stock has
received  written  notice of such  transaction  at least  thirty (30) days prior
thereto,  but in no event  later than ten (10) days prior to the record date for
the  determination of shareholders  entitled to vote with respect  thereto,  and
(ii) the  resulting  successor  or  acquiring  entity  (if not the  Corporation)
assumes by written  instrument  the  obligations  of this Paragraph B. The above
provisions  shall  apply  regardless  of whether or not there  would have been a
sufficient  number of  shares  of Common  Stock  authorized  and  available  for
issuance upon conversion of the shares of Series N Preferred  Stock  outstanding
as of the date of such  transaction,  and shall  similarly  apply to  successive
reclassifications, consolidations, mergers, sales, transfers or share exchanges.

         C.  Adjustment  Due to  Distribution.  If at any time after the date of
execution the Corporation  shall declare or make any  distribution of its assets
(or rights to  acquire  its  assets)  to  Holders  of Common  Stock as a partial
liquidating  dividend,  by way of return of capital or otherwise  (including any
dividend or distribution to the Corporation's shareholders in cash or shares (or
rights to acquire shares) of capital stock of a subsidiary  (i.e. a spin-off) (a
"Distribution"), then the Holders of Series N Preferred Stock shall be entitled,
upon any  conversion  of shares of Series N  Preferred  Stock  after the date of
record for determining  shareholders  entitled to such Distribution,  to receive
the  amount of such  assets  which  would have been  payable to the Holder  with
respect to the shares of Common Stock  issuable  upon such  conversion  had such
Holder been the Holder of such shares of Common Stock on the record date for the
determination of shareholders entitled to such Distribution.

         D. Purchase  Rights.  If at any time after the date of  execution,  the
Corporation  issues any  Convertible  Securities  or rights to  purchase  stock,
warrants,  securities or other property (the "Purchase  Rights") pro rata to the
record  Holders  of any  class of Common  Stock,  then the  Holders  of Series N
Preferred Stock will be entitled to acquire,  upon the terms  applicable to such
Purchase  Rights,  the  aggregate  Purchase  Rights which such Holder could have
acquired if such Holder had held the number of shares of Common Stock acquirable
upon complete  conversion of the Series N Preferred Stock immediately before the
date on which a record is taken for the grant, issuance or sale of such Purchase
Rights,  or, if no such record is taken, the date as of which the record Holders
of  Common  Stock  are to be  determined  for the  grant,  issue or sale of such
Purchase Rights.

         E. Notice of  Adjustments.  Upon the  occurrence of each  adjustment or
readjustment  of the  Conversion  Price  pursuant  to  this  Article  VIII,  the
Corporation,   at  its  expense,  shall  promptly  compute  such  adjustment  or
readjustment  and prepare and furnish to each Holder of Series N Preferred Stock
a certificate  setting  forth such  adjustment  or  readjustment  and showing in
detail the facts  upon  which such  adjustment  or  readjustment  is based.  The
Corporation  shall, upon the written request at any time of any Holder of Series
N Preferred Stock,  furnish to such Holder a like certificate  setting forth (i)
such adjustment or readjustment, (ii) the Conversion Price at the time in effect
and (iii) the number of shares of Common Stock and the amount,  if any, of other

                                       7
<PAGE>

securities or property which at the time would be received upon  conversion of a
share of Series N Preferred Stock.


                                IX. VOTING RIGHTS

         The  Holders  of the  Series N  Preferred  Stock  have no voting  power
whatsoever, except as otherwise provided by the Delaware General Corporation Law
(the "Business Corporation Law"), in this Article IX and in Article X below.

         To the extent that under the Business  Corporation  Law the vote of the
Holders of the Series N Preferred Stock, voting separately as a class or series,
as applicable,  is required to authorize a given action of the Corporation,  the
affirmative  vote or consent of the Holders of at least a majority of the shares
of the Series N Preferred  Stock  represented  at a duly held meeting at which a
quorum is present or by written  consent of a majority of the shares of Series N
Preferred  Stock  (except  as  otherwise  may be  required  under  the  Business
Corporation  Law) shall  constitute the approval of such action by the class. To
the  extent  that under the  Business  Corporation  Law  Holders of the Series N
Preferred  Stock are entitled to vote on a matter with Holders of Common  Stock,
voting  together as one class,  each share of Series N Preferred  Stock shall be
entitled to a number of votes equal to the number of shares of Common Stock into
which it is convertible.


                            X. PROTECTION PROVISIONS

         So long as any shares of Series N Preferred Stock are outstanding,  the
Corporation  shall not, without first obtaining the approval (by vote or written
consent, as provided by the Business Corporation Law) of the Holders of at least
a majority of the then outstanding shares of Series N Preferred Stock:

                  (a) alter or change the rights,  preferences  or privileges of
                  the Series N Preferred Stock;

                  (b) alter or change the rights,  preferences  or privileges of
                  any capital stock of the Corporation so as to affect adversely
                  the Series N Preferred Stock;

                  (c) create any new class or series of capital  stock  having a
                  preference   over  the   Series  N   Preferred   Stock  as  to
                  distribution  of  assets  upon  liquidation,   dissolution  or
                  winding up of the Corporation (as previously defined,  "Senior
                  Securities");

                  (d) create any new class or series of  capital  stock  ranking
                  pari  passu  with  the   Series  N   Preferred   Stock  as  to
                  distribution  of  assets  upon  liquidation,   dissolution  or
                  winding up of the  Corporation (as previously  defined,  "Pari
                  Passu Securities");

                                       8
<PAGE>

                  (e) increase the authorized  number of shares of Series N Pre-
                  ferred Stock;

                  (f) issue any shares of Series N  Preferred  Stock  other than
                  pursuant  to  the  Securities   Purchase  Agreement  with  the
                  original parties thereto;

                  (g) issue any additional shares of Senior Securities; or

                  (h) redeem,  or  declare  or pay  any  cash  dividend  or dis-
                  tribution on, any Junior Securities.

If  Holders of at least a majority  of the then  outstanding  shares of Series N
Preferred  Stock agree to allow the  Corporation  to alter or change the rights,
preferences or privileges of the shares of Series N Preferred  Stock pursuant to
subsection (a) above, then the Corporation shall deliver notice of such approved
change to the Holders of the Series N Preferred Stock that did not agree to such
alteration or change (the "Dissenting Holders") and the Dissenting Holders shall
have the right,  for a period of thirty  (30) days,  to convert  pursuant to the
terms  of  this  Certificate  of  Designation  as  they  existed  prior  to such
alteration  or change or to continue to hold their  shares of Series N Preferred
Stock.


                                XI. MISCELLANEOUS

         A.  Cancellation of Series N Preferred Stock. If any shares of Series N
Preferred  Stock are  converted  pursuant to Article IV, the shares so converted
shall be  canceled,  shall  return to the  status of  authorized,  but  unissued
preferred  stock of no  designated  series,  and  shall not be  issuable  by the
Corporation as Series N Preferred Stock.

         B. Lost or Stolen Certificates.  Upon receipt by the Corporation of (i)
evidence of the loss,  theft,  destruction or mutilation of any Preferred  Stock
Certificate(s)  and  (ii) (y) in the case of  loss,  theft  or  destruction,  of
indemnity  reasonably  satisfactory  to the  Corporation,  or (z) in the case of
mutilation,   upon   surrender  and   cancellation   of  the   Preferred   Stock
Certificate(s),  the  Corporation  shall execute and deliver new Preferred Stock
Certificate(s)  of like tenor and date.  However,  the Corporation  shall not be
obligated to reissue such lost or stolen Preferred Stock  Certificate(s)  if the
Holder  contemporaneously  requests  the  Corporation  to convert  such Series N
Preferred Stock.

         C. Status as Stockholder.  Upon submission of a Notice of Conversion by
a Holder of Series N Preferred Stock, the shares covered thereby shall be deemed
converted  into shares of Common  Stock and the  Holder's  rights as a Holder of
such  converted  shares of Series N Preferred  Stock shall cease and  terminate,
excepting only the right to receive certificates for such shares of Common Stock
and to any remedies  provided herein or otherwise  available at law or in equity
to such Holder because of a failure by the  Corporation to comply with the terms
of this Certificate of Designation.  Notwithstanding the foregoing,  if a Holder
has not received  certificates for all shares of Common Stock prior to the tenth
(10th)  business day after the expiration of the Delivery Period with respect to

                                       9
<PAGE>

a conversion of Series N Preferred Stock for any reason, then (unless the Holder
otherwise  elects to retain its  status as a Holder of Common  Stock) the Holder
shall regain the rights of a Holder of Series N Preferred  Stock with respect to
such unconverted  shares of Series N Preferred Stock and the Corporation  shall,
as soon as practicable, return such unconverted shares to the Holder.


         IN WITNESS  WHEREOF,  this  Certificate  of  Designation is executed on
behalf of the Corporation this 22nd day of September, 1998.


                                            TREEV, INC.



                                            By:______________________________




















                                       10
<PAGE>


                              NOTICE OF CONVERSION

                    (To be Executed by the Registered Holder
                in order to Convert the Series N Preferred Stock)

The undersigned  hereby  irrevocably  elects to convert  ____________  shares of
Series N Preferred Stock (the  "Conversion"),  represented by stock  certificate
No.(s).  ___________ (the "Preferred Stock  Certificates") into shares of common
stock  ("Common  Stock") of TREEV,  Inc.  (the  "Corporation")  according to the
conditions of the Certificate of Designations,  Preferences and Rights of Series
N Convertible Preferred Stock (the "Certificate of Designation"), as of the date
written below. If securities are to be issued in the name of a person other than
the  undersigned,  the  undersigned  will pay all  transfer  taxes  payable with
respect thereto. No fee will be charged to the Holder for any conversion, except
for  transfer  taxes,  if any. A copy of each  Preferred  Stock  Certificate  is
attached hereto (or evidence of loss, theft or destruction thereof).

The  undersigned  represents  and  warrants  that all  offers  and  sales by the
undersigned of the securities issuable to the undersigned upon conversion of the
Series N Preferred  Stock shall be made pursuant to  registration  of the Common
Stock under the Securities  Act of 1933, as amended (the "Act"),  or pursuant to
an exemption from registration under the Act.

[  ]     The undersigned  hereby  requests that the  Corporation  electronically
         transmit  the  Common  Stock  issuable   pursuant  to  this  Notice  of
         Conversion to the account of the  undersigned's  Prime Broker (which is
         __________)  with DTC through its Deposit  Withdrawal  Agent Commission
         System.


                            Date of Conversion:____________________________

                            Applicable Conversion Price:    $.6412

                            Number of Shares of
                            Common Stock to be Issued:_____________________

                            Signature:_____________________________________

                            Name:__________________________________________

                            Address:_______________________________________

* The  Corporation  is not  required to issue  shares of Common  Stock until the
original  Preferred  Stock   Certificate(s)  (or  evidence  of  loss,  theft  or
destruction  thereof) to be  converted  are received by the  Corporation  or its
transfer agent.  The Corporation  shall issue and deliver shares of Common Stock
to an overnight  courier not later than the later of (a) two (2)  business  days
following  receipt of this Notice of Conversion and (b) delivery of the original
Preferred Stock Certificates (or evidence of loss, theft or destruction thereof)
and shall make  payments  pursuant to the  Certificate  of  Designation  for the
failure to make timely delivery.