SECURITIES PURCHASE AGREEMENT


         SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of September
22, 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
Horace T. Ardinger,  Jr., Ardinger Family  Partnership,  Baker Family Trust, and
the Adkins Family Trust (the "Purchasers").

         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. Mr. Ardinger and the Company  executed a final term sheet for Series
N Preferred  Stock on September 17, 1998, and the parties now wish to enter into
a securities  purchase  agreement for 1,559,576 shares of the Company's Series N
Convertible  Preferred Stock, par value $.0001 per share (the "Series N Stock"),
convertible  into its common stock,  par value $.0001 per share,  of the Company
(the "Common  Stock").  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."

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

1.       PURCHASE AND SALE OF THE SERIES N STOCK.

         a. Purchase of the Series N Stock.  Upon  execution of this  Agreement,
the Purchasers shall be deemed to have purchased from the Company, at a purchase
price of  $10,000,000  (the  "Funds"),  1,559,576  shares of the Series N Stock.
Purchasers  agree  that he shall  same-day  wire the  Funds  to the  Company  on
September 22, 1998.

         b. Use of Proceeds.  The Company agrees that the proceeds from the sale
and  purchase  of the  Series N Stock  shall be used  (i) to  redeem  all of the
outstanding shares of the Series K and Series L Convertible Preferred Stocks and
(ii) for working capital needs.


         c.  Shareholder  Approval of the  Issuance  of the Series N Stock.  The
Company's common stockholders must approve the issuance of the Series N Stock to
Purchasers.  The  Company  agrees  to  use  its  best  efforts  to  obtain  such
shareholder approval by December 31, 1998.


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         d.  Conversion  of the  Series  N Stock  into  Common  Stock.  Upon the
approval of the Company's  common  stockholders  of the issuance of the Series N
Stock to Purchasers,  the Series N Stock shall immediately convert to 15,595,760
shares of the Company's  Common Stock and shall remain  subject to the terms and
conditions  contained  in this  Agreement.  The shares of Common  Stock shall be
distributed to the  Purchasers as follows:  6,238,304  shares to H.T.  Ardinger,
Jr.;  6,238,304 shares to Ardinger Family  Partnership;  1,559,576 shares to the
Baker Family Trust; and 1,559,576 shares to the Adkins Family Trust.

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

2.       PURCHASERS' REPRESENTATIONS AND WARRANTIES

         The Purchasers represent and warrant to the Company that:

         a. Investment Purpose. Purchasers are purchasing the Series N Stock for
Purchasers' own accounts 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. Purchasers  understand that Purchasers 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.  Purchasers  agree 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. Accredited Investor.  Each Purchaser is an "Accredited  Investor" as
that term is defined in Rule 501(a) of  Regulation  D of the  Securities  Act of
1993, as amended. Each Purchaser further acknowledges  completion of a review of
due  diligence  and  disclosure  materials  provided  by the  Company  and other
information  obtained  independently.  Purchasers  further  acknowledge  that in
making its decision to enter into this Agreement and purchase the Securities, it
has  relied  on its own  examination  of the  Company  and the  terms  of,  and,
consequences of, holding the Securities.

         c.  Governmental  Review.  Purchasers  understand 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.

         d. Transfer or Resale.  Purchasers  understand that the Securities have
not been and are not  being  registered  under the  Securities  Act or any state

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<PAGE>

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.

         e. Legends.  Purchasers  understand  that the Series N Stock and, until
such time as the Conversion Shares have been registered under the Securities Act
may be  sold by  Purchasers  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. Purchasers agree
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 Purchasers 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 Purchasers 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.

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<PAGE>

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


3.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

         The Company represents and warrants to the Purchasers 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.

         d.  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 N Stock and issuance of the Conversion Shares in connection therewith and
as otherwise required by the Certificate of Designation.

         e. Corporate Existence. So long as a Purchaser beneficially owns any of
the Series N 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 N Stock as of the date of such transaction.

         f. 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  Purchasers or its  nominees,  for the  Conversion
Shares in such amounts as specified  from time to time by such  Purchaser to the

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<PAGE>

Company  upon  conversion  of the  Series N 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.


         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
Purchasers' 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 a  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 on Form S-3, it shall  promptly  notify  Purchasers  of such
pending registration and shall undertake, upon the request of the Purchasers, to
register  the  Conversion  Shares.  Purchasers  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.
Registration expenses shall be borne by the Company.

6.       LIQUIDATION PREFERENCE.

         The Series N Stock shall hold  liquidation  preference  over the Common
Stock.  The  Series N 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,  and shall be junior to the Series M
Convertible Preferred Stock and Series M1 Convertible Preferred Stock until such
time as the holder of the Series M and Series M1 Convertible Preferred Stock has
converted to shares of the Company's common stock.

7.       WARRANT ISSUANCE.

         Upon execution of this Agreement,  Purchasers  shall receive  warrants,
pro rata, for the purchase of 500,000 shares of the Company's common stock at an

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<PAGE>

exercise  price equal to the closing price for the common stock on September 16,
1998.  All terms of the  warrant  shall be  provided  for in the Stock  Purchase
Warrant.

8.       RIGHT OF FIRST OFFER.

         The Company agrees that during the period  beginning on the date hereof
and ending  September 22, 1999, the Company will not,  without the prior written
consent  of  Purchasers,  contract  with any party to obtain  additional  equity
financing in any form (a "Future  Offering") unless the Company shall have first
delivered to  Purchasers at least five (5) business days prior to the closing of
such Future  Offering,  written notice  describing the proposed Future Offering,
including the terms and conditions  thereof,  and providing the  Purchasers,  an
option during the five (5) business day period following delivery of such notice
to  purchase  the shares  included  in the Future  Offering on the same terms as
contemplated by such Future Offering.  This right of first offer shall not apply
to any  transaction  involving  issuances of securities as  consideration  for a
merger,  consolidation  or  acquisition  of assets,  or in  connection  with any
strategic  partnership or joint venture (the primary  purpose of which is not to
raise equity capital),  or as  consideration  for the acquisition of a business,
product or  license  by the  Company or  exercise  of  options by  employees  or
directors.  This right of first refusal also shall not apply to (i) the issuance
of securities pursuant to an underwritten public offering;  (ii) the issuance of
securities  upon exercise or conversion  of the Company's  options,  warrants or
other convertible  securities outstanding as of the date hereof; (iii) the grant
of additional  options or warrants,  or the issuance of  additional  securities,
under any Company stock option or  restricted  stock plan for the benefit of the
Company's  employees  or  directors;  or (iv) the issuance of  securities  to an
investment  banking firm retained by the Company to perform business services to
the Company.

9.       BOARD REPRESENTATION.

Upon execution of this Agreement,  H.T.  Ardinger,  Jr., at his election,  shall
have either (i) a seat on the Company's  Board of Directors or (ii)  observation
rights to  attend  or  listen  via  conference  call to the  Company's  Board of
Directors'  quarterly meetings.  Such election must be made in writing addressed
to James J. Leto, Chairman and Chief Executive Officer, TREEV, Inc., 500 Huntmar
Park  Drive,  Herndon,  Virginia  20170.  If such an election is not made within
thirty  (30)  days of this  Agreement,  the  Purchaser  shall be  deemed to have
elected  observation  rights  to attend or  listen  via  conference  call to the
Company's Board of Directors' quarterly meetings.

10.      GOVERNING LAW; MISCELLANEOUS.

         a. Governing Law; Jurisdiction. This Agreement shall be governed by and
construed in  accordance  with the laws of the State of Virginia  applicable  to
contracts made and to be performed in the State of Virginia. The Company and the
Purchaser irrevocably consent to the exclusive jurisdiction of the United States
federal courts located in the State of Virginia 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

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<PAGE>

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 Purchasers,  to such address set forth under such Purchasers'
name on the execution page hereto executed by the Purchasers.

         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.

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<PAGE>

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

TREEV, Inc.

By:_________________________________

Name:_______________________________

Title:______________________________

PURCHASERS:


_________________________________________
Horace T. Ardinger, Jr.
ADDRESS: ________________________________



_________________________________________
Ardinger Family Partnership
ADDRESS: ________________________________



_________________________________________
Baker Family Trust
ADDRESS: ________________________________



_________________________________________
Adkins Family Trust
ADDRESS: ________________________________