SECURITIES PURCHASE AGREEMENT


         SECURITIES PURCHASE AGREEMENT (this "Agreement"),  dated as of June 30,
1998,  by and among TREEV,  Inc.  (formerly,  Network  Imaging  Corporation),  a
corporation  organized under the laws of the State of Delaware (the  "Company"),
with headquarters located at 500 Huntmar Park Drive, Herndon, Virginia 20170 and
Fred Kassner (the "Purchaser").

         WHEREAS:

         A. The Company and the  Purchaser are  executing  and  delivering  this
Agreement in reliance upon the exemption from securities  registration  afforded
by the provisions of Regulation D ("Regulation D"), as promulgated by the United
States  Securities and Exchange  Commission (the "SEC") under the Securities Act
of 1933, as amended (the "Securities Act");

         B. The Purchaser and the Company  executed  a  line  of  credit  in the
amount of $5,000,000 on December 31, 1996 (the "Line of Credit");

         C. On December 29, 1997,  Purchaser agreed to convert $4,000,000 of the
Line of Credit into equity, and the remaining  $1,000,000  continued to exist in
accordance  with all of the terms  and  conditions  of the Line of Credit  dated
December  31, 1996 with the  exception  that it shall be payable with respect to
that amount with an interest rate of 8 1/2% per annum due April 1, 1999;

         D. The Company has requested  that the Purchaser  convert the remaining
$1,000,000 of the Line of Credit into equity;

         E. The Company has  requested  that the  Purchaser  convert the Line of
Credit  into,  upon the terms and  conditions  stated in this  Agreement,  1,000
shares of the Company's Series M1 Convertible  Preferred Stock, par value $.0001
per share (the "Series M1 Stock"),  convertible into its common stock, par value
$.0001 per share, of the Company (the "Common Stock"). The effective yield under
the Series M1 Stock  will be 8 1/2% per annum,  payable in kind at the option of
the Company.  The rights,  preferences  and privileges of the Preferred  Shares,
including the terms upon which such Preferred Shares are convertible into shares
of  Common  Stock  are set  forth in the form of  Certificate  of  Designations,
Preferences  and  Rights  attached  hereto  as  Exhibit A (the  "Certificate  of
Designation").  The  shares of Common  Stock  issuable  upon  conversion  of the
Preferred  Shares or otherwise  pursuant to the  Certificate of Designation  are
referred to herein as the  "Conversion  Shares".  The  Preferred  Shares and the
Conversion Shares are collectively referred to herein as the "Securities."


<PAGE>



         NOW, THEREFORE, the Company and the Purchaser hereby agree as follows:

1.       PURCHASE AND SALE OF UNITS.

         a. Purchase of Units.  Upon execution of this Agreement,  the Purchaser
shall be deemed to have purchased  from the Company,  with no fee or payment due
to the Company,  1,000 shares of the Series M1 Stock. Upon the execution of this
Agreement, the Line of Credit shall be terminated.

2.       PURCHASER'S REPRESENTATIONS AND WARRANTIES

         The Purchaser represents and warrants to the Company that:

         a.   Investment   Purpose.   Purchaser  is  purchasing  the  Units  for
Purchaser's  own account for investment only and not with a present view towards
the public  sale or  distribution  thereof,  except  pursuant  to sales that are
exempt from the  registration  requirements  of the  Securities Act and/or sales
registered under the Securities Act.  Purchaser  understands that Purchaser must
bear the economic risk of this  investment  indefinitely,  unless the Securities
are  registered  pursuant  to  the  Securities  Act  and  any  applicable  state
securities or blue sky laws or an exemption from such registration is available,
and  that  the  Company  has  no  present  intention  of  registering  any  such
Securities.  Purchaser  agrees that any and all  disposal(s)  of the  Securities
shall be in  accordance  with or  pursuant  to a  registration  statement  or an
exemption under the Securities Act.

         b.  Governmental  Review.  Purchaser  understands that no United States
federal  or state  agency or any other  government  or  governmental  agency has
passed upon or made any recommendation or endorsement of the Securities.

         c. Transfer or Resale.  Purchaser  understands that the Securities have
not been and are not  being  registered  under the  Securities  Act or any state
securities laws, and may not be transferred  unless (a) subsequently  registered
thereunder,  or (b) Purchaser  shall have delivered to the Company an opinion of
counsel  (which  opinion  shall be in form,  substance  and scope  customary for
opinions  of  counsel  in  comparable  transactions)  to  the  effect  that  the
Securities to be sold or transferred  may be sold or transferred  pursuant to an
exemption from such  registration  or (c) sold pursuant to Rule 144  promulgated
under the  Securities Act (or a successor  rule) ("Rule 144");  any sale of such
Securities  made in reliance on Rule 144 may be made only in accordance with the
terms of said Rule and further,  if said Rule is not  applicable,  any resale of
such Securities  under  circumstances in which the seller (or the person through
whom the sale is made)  may be  deemed  to be an  underwriter  (as that  term is
defined in the Securities Act) may require  compliance with some other exemption
under the Securities Act or the rules and regulations of the SEC thereunder; and
(iii)  neither  the  Company  nor any other  person is under any  obligation  to
register such Securities  under the Securities Act or any state  securities laws
or to comply with the terms and conditions of any exemption thereunder except as
otherwise set forth herein.


<PAGE>



         d. Legends.  Purchaser  understands that the Series M1 Stock and, until
such time as the Conversion Shares have been registered under the Securities Act
may be  sold by  Purchaser  pursuant  to  Rule  144,  the  certificates  for the
Securities may bear a restrictive legend in substantially the following form:

         The securities represented by this certificate have not been registered
         under the Securities Act of 1933, as amended.  The securities have been
         acquired for investment and may not be sold, transferred or assigned in
         the absence of an effective  registration  statement for the securities
         under said Act, or an opinion of counsel, in form,  substance and scope
         customary  for  opinions of counsel in  comparable  transactions,  that
         registration  is not required under said Act or unless sold pursuant to
         Rule 144 under said Act.

         The legend set forth above shall be removed and the Company shall issue
a certificate without such legend to the holder of any Security upon which it is
stamped, if, unless otherwise required by state securities laws, (a) the sale of
such  Security  is  registered  under the  Securities  Act,  or (b) such  holder
provides the Company with an opinion of counsel,  in form,  substance  and scope
customary for opinions of counsel in comparable transactions, to the effect that
a public sale or  transfer of such  Security  may be made  without  registration
under the Securities Act or (c) such holder provides the Company with reasonable
assurances that such Security can be sold pursuant to Rule 144. Purchaser agrees
to sell all Securities,  including those  represented by a  certificate(s)  from
which  the  legend  has been  removed,  pursuant  to an  effective  registration
statement or in compliance with an exemption from the registration  requirements
of the  Securities  Act.  In the  event the above  legend  is  removed  from any
Security and thereafter the effectiveness of a registration  statement  covering
such  Security is  suspended  or the Company  determines  that a  supplement  or
amendment  thereto  is  required  by  applicable   securities  laws,  then  upon
reasonable  advance  notice to Purchaser  the Company may require that the above
legend be placed on any such  Security  that cannot then be sold  pursuant to an
effective  registration  statement or Rule 144 and Purchaser  shall cooperate in
the prompt  replacement  of such legend.  Such legend shall be removed when such
Security  may be sold  pursuant to an effective  registration  statement or Rule
144.

         e.  Enforcement.  This Agreement has been duly and validly executed and
delivered  on  behalf  of  Purchaser  and is a valid and  binding  agreement  of
Purchaser enforceable in accordance with their terms.


3.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

         The Company represents and warrants to the Purchaser that:

         a.  Organization and  Qualification.  The Company is a corporation duly
organized and existing in good standing  under the laws of the  jurisdiction  in
which  it is  incorporated,  and has the  requisite  corporate  power to own its
properties and to carry on its business as now being  conducted.  The Company is
duly  qualified as a foreign  corporation to do business and is in good standing
in every  jurisdiction in which the nature of the business conducted by it makes
such qualification necessary.

         b. Authorization;  Enforcement. The Company has the requisite corporate
power and authority to enter into and perform this Agreement.

         c. Expenses. Except as otherwise provided in this Agreement, each party
hereto shall be responsible for its own expenses incurred in connection with the
negotiation,  preparation, execution, delivery and performance of this Agreement
and the other  agreements  to be  executed  in  connection  herewith  except the
Company agrees that it shall be responsible for payment of reasonable legal fees
to Purchaser's counsel.

         d.  Financial  Information.  The Company  agrees to send the  following
reports to the Purchaser until such Purchaser transfers, assigns or sells all of
its  Securities  contemporaneous  with filing with the SEC, a copy of its Annual
Report on Form 10-K, its Quarterly  Reports on Form 10-Q,  its proxy  statements
and any  Current  Reports on Form 8-K,  and all other  relevant  information  on
request from Purchaser.

         e.  Reservation  of  Shares.  The  Company  shall  at  all  times  have
authorized  and  reserved  for the  purpose of issuance a  sufficient  number of
shares of Common  Stock to provide for the full  conversion  of the  outstanding
Series M1 Stock and issuance of the  Conversion  Shares in connection  therewith
and as otherwise required by the Certificate of Designation.

         f. Corporate Existence. So long as a Purchaser beneficially owns any of
the Series M1 Stock, the Company shall maintain its corporate existence,  and in
the event of a merger,  consolidation or sale of all or substantially all of the
Company's  assets,  the Corporation shall ensure that the surviving or successor
entity in such transaction assumes the Company's obligations hereunder and under
the agreements and instruments entered into in connection herewith regardless of
whether  or not the  Company  would  have had a  sufficient  number of shares of
Common  Stock  authorized  and  available  for  issuance  in order to effect the
conversion of all the Series M1 Stock as of the date of such transaction.

         g. Compliance with Certificate of Designation. The Company shall comply
with all of the provisions contained in the Certificate of Designation.


4.       TRANSFER AGENT INSTRUCTIONS.

         a. The Company shall instruct its transfer agent to issue certificates,
registered  in the name of the  Purchaser  or its  nominee,  for the  Conversion
Shares in such amounts as specified  from time to time by such  Purchaser to the
Company  upon  conversion  of the Series M1 Stock.  To the extent and during the
periods  provided  in  Section  2(c)  and  2(d)  of  this  Agreement,  all  such
certificates shall bear the restrictive legend specified in Section 2(d) of this
Agreement.


<PAGE>



         b.  The  Company   warrants  that  no   instruction   other  than  such
instructions  referred to in this Section 4, and stop transfer  instructions  to
give effect to Section 2(c) hereof in the case of all of the Securities prior to
registration of the Conversion Shares under the Securities Act, will be given by
the Company to its transfer  agent and that the  Securities  shall  otherwise be
freely transferable on the books and records of the Company as and to the extent
provided in this Agreement.  Nothing in this Section shall affect in any way the
Purchaser's obligations and agreement set forth in Section 2(d) hereof to resell
the Securities pursuant to an effective  registration statement or in compliance
with an exemption from the  registration  requirements of applicable  securities
law.

         c. If the  Purchaser  provides  the Company with an opinion of counsel,
which  opinion of counsel shall be in form,  substance  and scope  customary for
opinions  of  counsel  in  comparable  transactions,  to  the  effect  that  the
Securities to be sold or transferred  may be sold or transferred  pursuant to an
exemption  from  registration,  or  the  Purchaser  provides  the  Company  with
reasonable assurances that such Securities may be sold pursuant to Rule 144, the
Company shall permit the  transfer,  and, in the case of the  Conversion  Shares
promptly  instruct its transfer agent to issue one or more  certificates in such
name and in such denominations as specified by the Purchaser.

5.       REGISTRATION RIGHTS.

         The Company agrees that at any time it registers shares of common stock
for any  other  party,  it  shall  promptly  notify  Purchaser  of such  pending
registration and shall undertake, upon the request of the Purchaser, to register
the Conversion Shares.  Purchaser shall notify the Company that it seeks to have
the Conversion Shares  registered within ten days of the Company's  notification
of a filing to the Purchaser.  Notwithstanding the foregoing,  the Company shall
undertake to file a registration  statement to register the Conversion Shares no
later than August 1, 1998 and the Company shall keep such  registration  current
and  effective  thereafter.  In the event that the Company does not register the
Conversion  Shares  by  August  1,  1998,  the  Purchaser  shall  have a  demand
registration right at the Company's expense.

6.       LIQUIDATION PREFERENCE.

         The Series M1 Stock shall share liquidation  preference with the Series
M Stock and shall hold  liquidation  preference  over the  Common  Stock and the
Series K and L Convertible  Preferred Stocks of the Company. The Series M1 Stock
shall rank junior to the Series A Convertible Preferred Stock until such time as
the Company has effected the  conversion of the Series A  Convertible  Preferred
Stock.

7.       EXISTING WARRANTS.

         All warrants to purchase shares of the Company's  common stock that are
currently  held by the Purchaser and Liberty  Travel shall be repriced to $1.00,
and such warrants shall expire on December 31, 2002. Such  modifications  to the
warrants  shall become  effective the first business day  immediately  following
execution of this Agreement.  Effective May 6, 1998, the Company repriced all of
the Company's publicly held warrants to $1.00. All other terms and conditions of
the warrants shall remain unchanged.


8.       GOVERNING LAW; MISCELLANEOUS.

         a. Governing Law; Jurisdiction. This Agreement shall be governed by and
construed in accordance  with the laws of the State of New Jersey  applicable to
contracts  made and to be performed in the State of New Jersey.  The Company and
the Purchaser  irrevocably  consent to the exclusive  jurisdiction of the United
States  federal  courts  located  in the  State  of New  Jersey  in any  suit or
proceeding based on or arising under this Agreement and irrevocably  agrees that
all claims in  respect  of such suit or  proceeding  may be  determined  in such
courts.

         b.  Counterparts.  This  Agreement  may be  executed  in  two  or  more
counterparts,  all of which shall be considered  one and the same  agreement and
shall  become  effective  when  counterparts  have been signed by each party and
delivered to the other party.

         c.  Headings.  The headings of this  Agreement are for  convenience  of
reference  and shall not form part of, or affect  the  interpretation  of,  this
Agreement.

         d. Severability. If any provision of this Agreement shall be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or  enforceability of the remainder of this Agreement or the
validity or enforceability of this Agreement in any other jurisdiction.

         e. Entire  Agreement;  Amendments.  This Agreement and the  instruments
referenced  herein contain the entire  understanding of the parties with respect
to the matters covered herein and therein and, except as specifically  set forth
herein  or  therein,   neither  the   Company  nor  the   Purchasers   make  any
representation,  warranty, covenant or undertaking with respect to such matters.
No provision of this  Agreement  may be waived  other than by an  instrument  in
writing signed by the party to be charged with  enforcement  and no provision of
this  Agreement may be amended other than by an instrument in writing  signed by
the Company and the Purchasers.

         f.  Notices.  Any notices  required or  permitted to be given under the
terms of this  Agreement  shall be sent by certified or registered  mail (return
receipt  requested)  or  delivered  personally  or by  courier  or by  confirmed
telecopy,  and shall be effective  five days after being placed in the mail,  if
mailed,  or upon receipt or refusal of receipt,  if delivered  personally  or by
courier or confirmed telecopy,  in each case addressed to a party. The addresses
for such communications shall be:

                           If to the Company:
                           TREEV, Inc.
                           500 Huntmar Park Drive
                           Herndon, Virginia 20170
                           Attn:  General Counsel's Office

         If to the Purchaser,  to such address set forth under such  Purchaser's
name on the execution page hereto executed by the Purchaser,  with an additional
copy to Purchaser's counsel.

         Each party shall  provide  notice to the other parties of any change in
address.

         g.  Successors and Assigns.  This  Agreement  shall be binding upon and
inure to the benefit of the parties and their  successors  and assigns.  Neither
the Company nor any  Purchaser  shall  assign  this  Agreement  or any rights or
obligations hereunder without the prior written consent of the other.

         h.  Survival.  The Company  agrees to indemnify  and hold  harmless the
Purchaser for loss or damage  arising as a result of or related to any breach or
alleged  breach by the Company of any of its  representations  or covenants  set
forth herein, including advancement of expenses as they are incurred.


IN WITNESS WHEREOF,  the undersigned  Purchaser and the Company have caused this
Agreement to be duly executed as of the date first above written.

TREEV, Inc.

By: ___________________________

Name: _________________________

Title: ________________________


PURCHASER:


_______________________________
  Fred Kassner

 ADDRESS:  69 Spring Street, Ramsey New Jersey 07446