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                                                                    Exhibit 10.1


                         SERVICEWARE TECHNOLOGIES, INC.

                         Change of Control Benefit Plan



                                  Introduction

         The Board of Directors of ServiceWare Technologies, Inc. (the
"Company") recognizes that the Company may experience a Change of Control (as
hereinafter defined), and that the possibility of a Change of Control may create
uncertainty resulting in the loss or distraction of certain key employees of or
consultants to the Company to the detriment of the Company and its stockholders.

         The Board considers the avoidance of such loss and distraction to be
essential to protect and enhance the best interests of the Company and its
stockholders. The Board also believes that when a Change of Control is perceived
as imminent, or is occurring, the Board should be able to receive and rely on
disinterested service from its key employees and consultants regarding the best
interests of the Company and its stockholders without concern that such
employees or consultants might be distracted or concerned by the personal
uncertainties and risks created by the perception that a Change of Control might
be imminent.

         Accordingly, the Board has determined that appropriate steps should be
taken to assure the Company of the continued employment and dedication to duty
of certain key employees and consultants and to ensure the availability of their
continued service, notwithstanding the possibility, threat or occurrence of a
Change of Control.

         Therefore, in order to fulfill the above purposes, the ServiceWare
Technologies, Inc. Change of Control Benefit Plan is hereby adopted by the
Board.


                                    ARTICLE I
                              ESTABLISHMENT OF PLAN

         As of the Effective Date, the Company has established a plan known as
the ServiceWare Technologies, Inc. Change of Control Benefit Plan as set forth
in this document.


                                   ARTICLE II
                                   DEFINITIONS

         As used herein the following words and phrases shall have the following
respective meanings unless the context indicates otherwise:

         a)   Board.  The Board of Directors of the Company.

         b)   Change of Control.  "Change of Control" shall mean:

              (1) The acquisition, other than from the Company, by any
                  individual, entity or group (within the meaning of Section
                  13(d) (3) or 14(d) (2) of the Securities Exchange Act of 1934,
                  as amended (the "Exchange Act")) (other than the Company, a
                  Subsidiary or any of their respective benefit plans or
                  affiliates (within the meaning of Rule 144 under the
                  Securities Act of 1933, as amended)) of

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                  beneficial ownership (within the meaning of Rule 13d-3
                  promulgated under the Exchange Act) of more than 50% of the
                  combined voting power of the then outstanding voting
                  securities of the Company entitled to vote generally in the
                  election of directors (the "Company Voting Securities"); or

              (2) A reorganization, merger, consolidation or recapitalization of
                  the Company (a "Business Combination"), other than a Business
                  Combination in which more than 50% of the combined voting
                  power of the outstanding voting securities of the surviving or
                  resulting entity immediately following the Business
                  Combination is held by the persons who, immediately prior to
                  such Business Combination, were the holders of the Company
                  Voting Securities; or

              (3) A complete liquidation or dissolution of the Company, or a
                  sale of all or substantially all of the assets of the Company.

         c)   Code. The Internal Revenue Code of 1986, as amended from time to
              time.

         d)   Company. ServiceWare Technologies, Inc., a Delaware corporation,
              and any Successor.

         e)   Effective Date. March 15, 2001, or such other date as the Board
              shall designate in its resolution approving the Plan.

         f)   Participants. All Participants under the Plan.

         g)   Plan. The ServiceWare Technologies, Inc. Change of Control
              Benefit Plan as set forth herein, and as the same may be amended
              from time to time.

         h)   Plan Benefits. The benefits provided in accordance with Section
              4.2 of the Plan.

         i)   Subsidiary. Any corporation or other entity (other than the
              Company) in any unbroken chain of corporations or other entities,
              beginning with the Company, if each of the corporations or
              entities (other than the last corporation or entity in the
              unbroken chain) owns stock or other interests possessing 50% or
              more of the economic interest or the total combined voting power
              of all classes of stock or other interests in one of the other
              corporations or entities in the chain.

         j)   Successor. Another corporation or unincorporated entity or group
              of corporations or unincorporated entities which acquires
              ownership, directly or indirectly, through merger, consolidation,
              purchase or otherwise, of all or substantially all of the assets
              of the Company.


                                   ARTICLE III
                                   ELIGIBILITY

         Schedule A to this Plan provides a list of the key employees or
consultants of the Company or its Subsidiaries who have been designated by the
Board as Participants. A Participant shall cease to be a Participant in the Plan
when he ceases to be an employee of or to provide consulting services to the
Company or a Subsidiary.


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                                   ARTICLE IV
                                  PLAN BENEFITS

         4.1   Right to Plan Benefits. A Participant shall be entitled to Plan
         Benefits as provided in Section 4.2 if a Change of Control or a
         covered termination as defined in Section 4.2(b) occurs.

         4.2   Plan Benefits. If a Change of Control or covered termination as
         defined in Section 4.2(b) occurs, the Participant shall be entitled to
         the following:

         (a)  All conditions and restrictions shall lapse immediately prior to
              the effective date of the Change of Control or on the date of
              covered termination on any shares of restricted stock granted to
              the Participant prior to January 1, 2001 under the ServiceWare
              Technologies, Inc. 2000 Stock Incentive Plan (or any predecessor
              or successor thereto) ("Stock Plan") (including without
              limitation any such restricted stock issued upon "early exercise"
              of options granted under the Stock Plan) for which such
              conditions and restrictions would not otherwise have lapsed as of
              the effective date of the Change of Control or such termination.
              All restricted stock grants held by the Participant shall be
              administered in accordance with the terms of the Stock Plan and
              the applicable grant instruments; provided, that the foregoing
              provision for accelerated vesting shall, while this Plan
              continues in effect, be deemed part of any grant instrument
              governing any restricted stock granted to a Participant prior to
              January 1, 2001, with any such grant instrument being deemed to
              have been amended as of the Effective Date to provide therefor.

         (b)  The Participants each purchased Company common stock prior to
              January 1, 2001 using a promissory note (a "Note"), under the
              terms of which the shares of stock so acquired ("Loan Shares")
              were pledged as security for the obligation to repay the Company
              evidenced by the Note. The Notes would become immediately due and
              payable in full upon any sale of the Loan Shares by the
              Participant, or upon the Participant's termination of employment
              by the Company. In order to avoid potential financial hardship to
              the Participants, (1) in the event that a Change of Control is to
              occur, and the consideration payable to the Participants in
              respect of the Loan Shares in connection with such Change of
              Control would be less than the principal plus accrued interest
              due and owing on the related Note at the effective date of the
              Change of Control, or (2) upon a covered termination of a
              Participant and the value of the Loan Shares as determined by the
              closing price of the Company's Common Stock on the date of
              termination would be less than the principal plus accrued
              interest due and owing on the related Note on such date, then,
              immediately prior to such Change of Control or on the date of the
              covered termination, unless the Participant elects otherwise in
              writing at least ten (10) days prior thereto, (i) the Loan Shares
              shall be forfeited, and (ii) the Note shall be cancelled, and the
              amount of the unpaid loan balance in excess of the value of the
              Loan Shares shall be forgiven by the Company. In addition, prior
              to or within fifteen (15) days after the effective date of the
              Change of Control or covered termination, the Company shall pay
              the Participant an amount in cash sufficient to place


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              the Participant in the same financial position as if the loan
              forgiveness were not subject to applicable federal, state and
              local income or employment taxes. A covered termination shall
              mean (i) any involuntary termination other than for "cause" as
              defined in the Stock Plan or (ii) any resignation by the
              Participant within 30 days after the Participant has (x) been
              demoted, (y) had his compensation and benefits provided by the
              Company, taken as a whole, materially reduced, or (z) been
              advised by the Company that his principal place of employment is
              being transferred to a location more than 50 miles from his
              current principal place of employment.


              4.3   Other Benefits Payable. The Plan Benefits described in
              Section 4.2 above shall be provided in addition to, and not in
              lieu of, all other accrued or vested or earned but deferred
              compensation, rights, or other benefits which may be owed to a
              Participant following termination, including but not limited to
              severance pay, accrued vacation or sick pay amounts or benefits
              payable under any bonus or other compensation plans, stock
              purchase plan, life insurance plan, health plan, disability plan
              or similar or successor plan.

              4.4   Obligations Absolute. Upon a Change of Control or a covered
              termination as defined in Section 4.2(b), the Company's
              obligations to provide the Plan Benefits described in Section 4.2
              shall be absolute and unconditional and shall not be affected by
              any circumstances, including, without limitation, any set-off,
              counterclaim, recoupment, defense or other right which the
              Company or any of its Subsidiaries may have against any
              Participant.

              4.5   Certain Additional Payments by the Company.

                    (a)  Anything in this Plan to the contrary notwithstanding,
                         in the event it shall be determined that any payment or
                         distribution by the Company or its Subsidiaries to or
                         for the benefit of a Participant pursuant to the terms
                         of this Plan (a "Payment") would constitute an "excess
                         parachute payment" within the meaning of Section 280G
                         of the Code, then the Participant shall be paid an
                         additional amount (the "Gross-Up Payment") such that
                         the net amount retained by the Participant after
                         deduction of any excise tax imposed under Section 4999
                         of the Code, and any federal, state and local income
                         and employment taxes and excise tax imposed on the
                         Gross-Up Payment, and any interest and penalties
                         imposed upon Executive, shall be equal to the Payment.

                    (b)  All determinations required to be made under this
                         Section 4.5 shall be made by the accounting firm that
                         was the Company's primary outside public accounting
                         firm before the Change of Control (the "Accounting
                         Firm"), which shall provide detailed supporting
                         calculations both to the Company and the Participant
                         within fifteen (15) business days of the date of the
                         Change of Control or a termination as defined in
                         Section 4.2(b). Any such determination by the
                         Accounting Firm shall be binding upon the Company and
                         the Participant. Within five (5) business days of the
                         determination by


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                         the Accounting Firm, the Company shall pay the
                         Participant the Gross-up Payment.

                    (c)  In the event that upon any audit by the Internal
                         Revenue Service, or by any state or local taxing
                         authority, of the Payment or the Gross-Up Payment, a
                         change is finally determined to be required in the
                         amount of taxes payable by Participant in respect of
                         the Payment or the Gross-Up Payment, appropriate
                         adjustments shall be made under this Plan such that the
                         net amount which is payable to Participant after taking
                         into account the provisions of Section 4999 of the Code
                         shall reflect the intent of the parties as expressed in
                         subsection (a) above, in the manner determined by the
                         Accounting Firm.


                                    ARTICLE V
                              SUCCESSOR TO COMPANY

         The Plan shall bind any Successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise), in the same manner and to the
same extent that the Company would be obligated under the Plan if no succession
had taken place. In the case of any transaction in which a Successor would not
by the foregoing provision or by operation of law be bound by the Plan, the
Company shall require such Successor expressly and unconditionally to assume and
agree to perform the Company's obligations under the Plan, in the same manner
and to the same extent that the Company would be required to perform if no such
succession had taken place.


                                   ARTICLE VI
                       DURATION, AMENDMENT AND TERMINATION

              6.1   Duration. If a Change of Control has not occurred, the Plan
              shall expire five (5) years from the Effective Date, unless
              sooner terminated as provided in Section 6.2, or unless extended
              as described below. Following the end of the five (5) year term,
              on each anniversary of the Effective Date before a Change of
              Control, the term of the Plan shall be automatically extended to
              continue for an additional one (1) year period, unless the Board
              determines before the anniversary date that the term will not be
              extended. If a Change of Control occurs during the term of this
              Plan, the Plan shall continue in full force and effect and shall
              not terminate or expire until all Participants who become
              entitled to Plan Benefits hereunder shall have received such
              benefits in full.

              6.2   Amendment and Termination. The Plan may be terminated or
              amended in any respect by resolution adopted by the Board, unless
              a Change of Control or a termination as defined in Section 4.2(b)
              has previously occurred (in the latter case, as it affects the
              terminated Participant). If a Change of Control or a termination
              as defined in Section 4.2(b) occurs, the Plan shall no longer be
              subject to amendment, change, substitution, deletion, revocation
              or termination in any respect whatsoever (in the latter case, as
              it affects the terminated Participant).

              6.3   Form of Amendment. The form of any amendment or termination
              of the Plan shall be a written instrument signed by a duly
              authorized officer or officers of the Company, certifying that
              the amendment or termination has been approved by the Board. An
              amendment of the Plan shall automatically effect a corresponding
              amendment to all Participants' rights hereunder. A termination of


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              the Plan shall automatically effect a termination of all
              Participants' rights and benefits hereunder.


                                   ARTICLE VII
                                  MISCELLANEOUS

              7.1   Indemnification. If a Participant institutes any legal
              action seeking to obtain or enforce, or is required to defend in
              any legal action the validity or enforceability of, any right or
              benefit provided by the Plan, the Company will pay for all
              reasonable legal fees and expenses incurred by such Participant
              in the course of such action (subject to reimbursement by the
              Participant if he does not substantially prevail in such action).

              7.2   Employment Status. The Plan does not constitute a contract
              of employment or impose on the Participant or the Company or any
              of its Subsidiaries any obligation to retain the Participant as
              an employee, to change the status of the Participant's
              employment, or to change the Company's policies or those of its
              Subsidiaries regarding termination of employment.

              7.3   Validity and Severability. The invalidity or
              unenforceability of any provision of the Plan shall not affect
              the validity or enforceability of any other provision of the
              Plan, which shall remain in full force and effect, and any
              prohibition or enforceability in any jurisdiction shall not
              invalidate or render unenforceable such provision in any other
              jurisdiction.

              7.4   Governing Law. The validity, interpretation, construction
              and performance of the Plan shall in all respects be governed by
              the laws of the State of Delaware, other than the conflict of law
              provisions of such laws.


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                                   SCHEDULE A

                              List of Participants


Rajiv Enand
Mark Tapling
Mark Finkel
Richard Joslin