<PAGE>   1
                                                                   Exhibit 10.20

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES
NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS,
WHICH IS AVAILABLE, IN THE OPINION OF COUNSEL FOR THE HOLDER (WHICH COUNSEL (WHO
MAY BE IN-HOUSE COUNSEL) AND THE SUBSTANCE OF WHICH OPINION ARE REASONABLY
SATISFACTORY TO THIS COMPANY).

                         SERVICEWARE TECHNOLOGIES, INC.

                          COMMON STOCK PURCHASE WARRANT

THIS CERTIFIES THAT, for value received, ELECTRONIC DATA SYSTEMS CORPORATION
("EDS"), is entitled to subscribe for and purchase from SERVICEWARE
TECHNOLOGIES, INC., a Delaware corporation (the "Company"), at any time from and
after the date hereof to and including 5:00 p.m. (local time at the principal
office of the Company) on the date that is 18 months after the general release
of the Company's eService Suite version 3.0 to the public (the "Exercise
Period") except as set forth in Section 1(e), up to 233,333 fully-paid and
non-assessable shares of common stock, par value $.01 per share ("Common Stock")
at the Warrant Purchase Price as set forth in Section 2 below. The Warrant
Purchase Price and the number and character of such shares with respect to which
this Warrant is exercisable, are subject to adjustment as hereinafter provided.

                  1. Exercisability. This Warrant shall be exercisable at the
times and for the number of shares set forth below:

         (a) If and when EDS and the Company execute the Master Alliance
Agreement (the "Alliance Agreement"), EDS shall be entitled to exercise this
Warrant at any time during the remainder of the Exercise Period with respect to
16,667 shares of Common Stock.

         (b) EDS agrees to provide one curriculum specialist (the "Specialist")
during a 12-week period ending no later than December 31, 2000 (the "Development
Period") who shall work with the Company on a full time basis (that is,
averaging at least 40 hours per week during the Development Period) in the joint
development of a formal certification program for technical and sales personnel
of EDS regarding the Company's eService Suite version 3.0 (the "Certification
Program"), as may be described in Section 4.1(b)(i) of the Alliance Agreement
and who will meet the specific requirements set forth in the Alliance Agreement
for such curriculum specialist. If, during the Development Period, EDS shall
have provided the Specialist as described in and for the period set forth in the
immediately preceding sentence, EDS shall be entitled to exercise this Warrant
at any time from the day following the last day of the Development Period and
during the remainder of the Exercise Period with respect to an additional 15,333
shares of Common Stock. The Development Period shall be extended by the number
of days that no one meeting the criteria set forth above and in the Alliance
Agreement was serving as the Specialist plus the number of days that are
required to make a satisfactory transition to a replacement Specialist; provided
that the Development Period shall not be extended beyond December 31, 2000.

         (c) When the Certification Program has been completed as outlined in
the Alliance Agreement, the Company shall notify EDS in writing. The Company
shall notify EDS in writing promptly following certification of any EDS
professional personnel under the Certification Program. For each EDS
professional person who satisfactorily completes the Certification Program
during the Exercise Period EDS shall be entitled to exercise this Warrant with
respect to an additional 2,267 shares of Common Stock at any time from the date
of such certification during the remainder of the Exercise Period, up to a total
of 30 EDS personnel or an additional 68,000 shares of Common Stock.

         (d) Provided that a Master Software License Agreement (the "MSLA")
between EDS and the Company is signed on or before June 30, 2000, then, upon
signing of such MSLA by EDS and the Company, EDS
<PAGE>   2
shall be entitled to exercise this Warrant at any time during the remainder of
the Exercise Period with respect to an additional 33,333 shares of Common Stock.

         (e) Provided EDS and the Company enter into the MSLA no later than June
30, 2000, EDS shall be entitled to exercise this Warrant with respect to an
additional 100,000 shares of Common Stock between 8:00 a.m. and 5:00 p.m. (local
time at the principal office of the Company) on the third anniversary of the
effective date of the MSLA, notwithstanding the Exercise Period set forth above.
The ability to exercise this Warrant pursuant to this Section 1(e) shall be
accelerated with respect to 10,000 shares upon the presentment by EDS to the
Company of a bona fide (i) written agreement between EDS and a third party to
license or purchase a subscription to, as the case may be, a product proprietary
to the Company, for a third party (exclusive of EDS or any subsidiary or
affiliate thereof) to load the Company's product for the third party's own use
(excluding the EDS product currently named the Web Portal Help Desk) all
according to the terms and conditions of the MSLA or (ii) a non-cancelable
purchase order by EDS for a license or subscription to, as the case may be, a
product proprietary to Company, for EDS to use the Company product for EDS's own
internal use and not to provide outsourcing services, all according to the terms
and conditions of the MSLA. The accelerated exercise set forth in the preceding
sentence may occur form the date of presentment of the document described
therein until the end of the Exercise Period; provided, however, that EDS shall
only be permitted to accelerate the exercise of this Warrant pursuant to this
Section 1(e) on a total of ten occasions, and provided further that EDS may only
accelerate its exercise pursuant to Section 1(e)(ii) on no more than two of the
ten occasions.

                  2. Warrant Purchase Price. The Warrant Purchase Price shall be
$8.00 per share; provided, however, if the closing of the Company's initial
public offering of its shares of Common Stock (the "Initial Public Offering")
occurs on or before December 31, 2000, the Warrant Purchase Price shall be
adjusted to equal the price per share at which the Company sells shares of
Common Stock to the public in the Initial Public Offering, as reflected on the
cover page of the final prospectus for such offering (the "Offering Price Per
Share"); provided further, (1) if EDS has exercised this Warrant prior to date
of the Initial Public Offering pursuant to Section 4.1 or 4.2 hereof and (A) the
Offering Price Per Share exceeds $8.00 per share, EDS will pay the Company at
the address specified for notice in Section 15, in cash, by wire transfer, or by
certified or official bank check payable to the order of the Company, or with a
combination of payment methods mentioned herein, an amount equal to the product
of (i) the amount by which the Offering Price Per Share exceeds $8.00 per share
and (ii) the number of shares issued upon exercise of the Warrant at the price
of $8.00 per share, or (B) the Offering Price Per Share is less than $8.00 per
share, the Company will pay EDS at the address specified for notice in Section
15, in cash, by wire transfer, or by certified or official bank check payable to
EDS, an amount equal to the product of (i) the amount by which $8.00 per share
exceeds the Offering Price Per Share and (ii) the number of shares issued upon
exercise of the Warrant at the price of $8.00 per share; and (2) if EDS has
exercised this Warrant prior to the date of the Initial Public Offering pursuant
to Section 4.3 hereof, EDS will promptly return the stock certificate issued to
it pursuant to Section 4.3 and the Company will cancel said stock certificate
and at its expense will forthwith issue and deliver to EDS a new stock
certificate representing the number of shares of Common Stock that would have
been issued to EDS had the Offering Price Per Share been the Warrant Purchase
Price on the date of the original exercise of the Warrant.

                  3. Sale or Exercise Without Registration. The holder of this
Warrant represents that it is acquiring this Warrant, and will acquire the
shares of Common Stock issuable upon any exercise of this Warrant by such
holder, by acceptance thereof, for investment purposes only and not with a view
to the distribution thereof (except as permitted by and in compliance with
federal and state securities laws). The Company may require on a reasonable
basis, as a condition of allowing any exercise or transfer or surrender for
exchange of this Warrant or of Common Stock (or Other Securities (as defined
below)) previously issued upon the exercise of this Warrant that the holder or
transferee of this Warrant or Common Stock (or Other Securities), as the case
may be, furnish to the Company the same representation, prior to any such
exercise or transfer. As used herein, the term "Other Securities" refers to any
stock (other than Common Stock) and other securities of the Company or any other
person (corporate or otherwise) which the holder of this Warrant at any time
shall be entitled to receive, or shall have received, upon the exercise of this
Warrant, in lieu of or in addition to Common Stock, or which at any time
<PAGE>   3
shall be issuable or shall have been issued in exchange for or in replacement of
Common Stock or Other Securities pursuant to Section 5 or otherwise.

                  4.       Exercise of Warrant; Partial Exercise; Termination.

                           4.1 Exercise in Full. Subject to the provisions
hereof, this Warrant may be exercised in full by the holder hereof by surrender
of this Warrant, together with a subscription in the form of the Form of
Subscription attached hereto, duly completed, executed and delivered by such
holder, to the Company at the address specified for notice in Section 15,
accompanied by payment, in cash, by wire transfer, or by certified or official
bank check payable to the order of the Company, or with a combination of payment
methods mentioned herein, in the amount obtained by multiplying the number of
shares (as adjusted) of Common Stock called for on the face of this Warrant by
the Warrant Purchase Price (as adjusted).

                           4.2 Partial Exercise. Subject to the provisions
hereof, this Warrant may be exercised in part by surrender of this Warrant in
the manner and at the place provided in Section 4.1 hereof, except that the
amount payable by the holder hereof upon any partial exercise shall be the
amount obtained by multiplying (a) the number of shares (without giving effect
to any adjustment therein), designated by the holder hereof in the subscription
delivered by the holder to the Company in connection with such partial exercise
by (b) the Warrant Purchase Price (as adjusted). Upon any such partial exercise,
the Company at its expense will forthwith issue and deliver to or upon the order
of the holder a new Warrant of like tenor, in the name of the holder or as the
holder (upon payment of any transfer taxes) may request, calling in the
aggregate on the face or faces thereof for the number of shares of Common Stock
equal to the number of such shares called for on the face of this Warrant minus
the number of such shares designated by the holder in the subscription in the
form of the Form of Subscription attached hereto, duly completed, executed and
delivered by the holder to the Company.

                           4.3 Net Exercise. In lieu of cash exercising this
Warrant, the holder of this Warrant may elect to receive shares equal to the
value of this Warrant (or the portion thereof being exercised) by surrender of
this Warrant at the principal office of the Company together with notice of such
election, in which event the Company shall issue to the holder hereof a number
of shares of Common Stock computed using the following formula:

                                            Y (A - B)
                                           -----------
                                    X =      A
Where

         X --     The number of shares of Common Stock to be issued to the
                  holder of this Warrant.

         Y --     The number of shares of Common Stock as to which this Warrant
                  is being exercised.

         A --     The fair market value of one share of the Company's Common
                  Stock.

         B --     The Warrant Purchase Price (as adjusted to the date of such
                  calculations).

For purposes of this Section 4.3, the fair market value of Common Stock shall
mean the average of the closing bid and asked prices of the Common Stock quoted
in the over-the-counter market in which the Common Stock is traded or the
closing price quoted on any exchange on which the Common Stock is listed,
whichever is applicable, as published in the Eastern Edition of The Wall Street
Journal for the 10 trading days prior to the date of determination of fair
market value (or such shorter period of time during which such stock was traded
over-the-counter or on such exchange)). If the Common Stock is not traded on the
over-the-counter market or on an exchange, the fair market value shall be the
price per share as shall be determined in good faith by the Company's Board of
Directors or, if EDS objects to such determination, by nationally recognized
investment bankers mutually acceptable to EDS and the Company.

                  5. Delivery of Stock Certificates etc., on Exercise. The
Company agrees that the shares so purchased shall be deemed to have been issued
to the holder hereof as the record owner of such shares immediately after the
close of business on the date this Warrant shall have been surrendered and
delivery of
<PAGE>   4
payment for such shares shall have been made as aforesaid. Issuance of shares
upon exercise of this Warrant shall be subject to compliance with all provisions
of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934
and any relevant state securities laws. As soon as practicable after the
exercise of this Warrant in full or in part, and in any event within 5 business
days thereafter, the Company at its expense (including the payment by it of any
applicable issue taxes) will cause to be issued in the name of and delivered to
the holder hereof, or as the holder (upon payment by the holder of any
applicable transfer taxes) may direct (provided delivery to any person other
than the holder is in compliance with federal and state securities laws), a
certificate or certificates for the number of fully paid and non-assessable
shares of Common Stock (or Other Securities) to which the holder shall be
entitled upon such exercise, plus, in lieu of any fractional share to which the
holder would otherwise be entitled, cash equal to such fraction multiplied by
the then fair market value of one full share as determined in good faith by the
Board of Directors of the Company, together with any other stock or other
securities and property (including cash, where applicable) to which the holder
is entitled upon such exercise pursuant to Section 5 hereof or otherwise.

                  6.       Adjustments. The above provisions are, however,
subject to the following:

                           6.1 Adjustment of Warrant Purchase. The Warrant
Purchase Price set forth in Section 2 of this Warrant shall be subject to
adjustment from time to time as hereinafter provided. The term "Warrant Purchase
Price" means, unless and until any such adjustment shall occur, the Warrant
Purchase Price set forth in Section 2 and after any such adjustment, the Warrant
Purchase Price resulting from such adjustments.

                           6.2 Adjustment of Number of Shares. Upon each
adjustment of the Warrant Purchase Price, the holder of this Warrant shall
thereafter be entitled to purchase, at the Warrant Purchase Price resulting from
such adjustment, the number of shares of Common Stock obtained by multiplying
the Warrant Purchase Price in effect immediately prior to such adjustment by the
number of shares purchasable pursuant hereto immediately prior to such
adjustment and dividing the product thereof by the Warrant Purchase Price
resulting from such adjustment.

                           6.3. Stock Dividends, Stock Splits, etc.  In the
event that the Company shall issue Common Stock as a dividend upon Common Stock
or in payment of a dividend thereon, shall subdivide the number of outstanding
shares of its Common Stock into a greater number of shares or shall contract the
number of outstanding shares of its Common Stock into a lesser number of shares,
the Warrant Purchase Price then in effect shall be adjusted, effective at the
close of business on the date for the determination of stockholders entitled to
receive the same, to the price (computed to the nearest cent) determined by
dividing (A) the product obtained by multiplying the Warrant Purchase Price in
effect immediately prior to the close of business on such record date by the
number of shares of Common Stock outstanding prior to such dividend, subdivision
or contraction, by (B) the number of shares of Common Stock outstanding
immediately after such dividend, subdivision, or contraction.

                           6.4  Reorganization or Reclassification.  If any
capital reorganization or reclassification of the capital stock of the Company,
or consolidation or merger of the Company with another corporation, or the sale
of all or substantially all of its assets to another corporation shall be
effected, then, as a condition of such reorganization, reclassification,
consolidation, merger or sale, lawful and adequate provision shall be made
whereby the holder of this Warrant shall thereafter have the right to purchase
and receive upon the basis and upon the terms and conditions specified in this
Warrant and in lieu of the shares of Common Stock of the Company immediately
theretofore receivable upon the exercise of this Warrant, such shares of stock,
securities or assets as may be issued or payable with respect to or in exchange
for a number of outstanding shares of such Common Stock equal to the number of
shares of such Common Stock immediately theretofore receivable upon exercise of
this Warrant had such reorganization, reclassification, consolidation, merger or
sale not taken place.

                           6.5 Computations. The Company may retain the
independent public accounting firm regularly retained by the Company, to make
any computation required under this Section 6.
<PAGE>   5
                           6.6  Notice of Adjustment.   Whenever there is an
adjustment in the Warrant Purchase Price or in kind of securities issuable upon
exercise of this Warrant, or both, as provided in this Section 6, the Company
shall (i) promptly file in the custody of its Secretary or Assistant Secretary a
certificate signed by the President, Vice President or Chief Financial Officer
of the Company, showing in detail the facts requiring such adjustment and the
number and kind of securities issuable upon exercise of this Warrant after such
adjustment, and (ii) cause a copy of such calculation of the adjustment and a
notice stating that such adjustment has been effected and stating the Warrant
Purchase Price then in effect and the number and kind of securities issuable
upon exercise of this Warrant to be sent to EDS in accordance with Section 15
and to any other holder at such holder's last address appearing on the books
maintained by the Company for registration of the Warrant, which notice to any
holder other than EDS shall be conclusively presumed to have been duly given,
whether or not such holder (other than EDS) receives such notice.

                  7. Further Assurances.  The Company will take all such action
as may be necessary or appropriate in order that the Company may validly and
legally issue fully paid and non-assessable shares of Common Stock upon the
exercise of this Warrant.


                  8. Reservation of Stock, etc., Issuable on Exercise of
Warrant. The Company shall from time to time take all such action as may be
requisite to assure that the par value per share of Common Stock is at all times
equal to or less than the Warrant Purchase Price per share then in effect. Until
the expiration of the period within which the rights represented by this Warrant
may be exercised, the Company shall at all times have authorized, and reserved
for the purpose of issuance or transfer upon exercise of the rights evidenced by
this Warrant, a sufficient number of shares of Common Stock (or Other
Securities) to provide for the exercise of the rights represented by this
Warrant. The Company shall take all such action as may be necessary to assure
that such Common Stock (or Other Securities) may be so issued without violation
of any applicable law or regulation, or of any requirements of any domestic
securities exchange upon which the Common Stock of the Company may be listed.
The Company shall not take any action which would result in any adjustment of
the Warrant Purchase Price if the total number of shares of Common Stock
issuable after such action upon exercise of all Warrants then outstanding would
exceed the total number of then authorized but unissued Common Stock reserved
therefore.

                  9. Exchange of Warrant. Subject to the provisions of Sections
3 and 13 hereof, upon surrender for exchange of this Warrant, properly endorsed,
to the Company, the Company at its own expense will issue and deliver to or upon
the order of the holder a new Warrant of like tenor, in the name of such holder
or as the holder (upon payment by such holder of any applicable transfer taxes)
may direct (provided such delivery to another person is in compliance with
federal and state securities laws), calling in the aggregate on the face or
faces thereof for the number of shares of Common Stock called for on the face of
the Warrant so surrendered.

                  10. Replacement of Warrant. Upon receipt of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant and, in the case of any such loss, theft or
destruction, upon delivery of an indemnity agreement reasonably satisfactory in
form and amount to the Company (with the reasonable contractual indemnity of EDS
being sufficient) or, in the case of any such mutilation, upon surrender and
cancellation of this Warrant, the Company at its expense will execute and
deliver, in lieu thereof, a new Warrant of like tenor.

                  11. Warrant Agent. The Company may, by written notice to the
holder, appoint an agent for the purpose of issuing Common Stock (or Other
Securities) upon the exercise of this Warrant pursuant to Section 4 hereof,
exchanging the Warrant pursuant to Section 9 hereof, and replacing the Warrant
pursuant to Section 10 hereof, or any of the foregoing, and thereafter any such
issuance, exchange or replacement, as the case may be, shall be made at such
office by such agent.

                  12. Remedies. The Company stipulates that the remedies at law
of the holder of this Warrant in the event of any default or threatened default
by the Company in the performance of or compliance with any of the terms of this
Warrant are not and will not be adequate, and that such terms may be
specifically enforced by a decree for the specific performance of any agreement
contained herein or by an injunction against a violation of any of the terms
hereof or otherwise.
<PAGE>   6
                  13. Negotiability, etc.

                           13.1     Transfer. Title to this Warrant may not be
transferred other than to an "Affiliated Entity", as defined below, and this
Warrant may be exercised only by EDS or by any Affiliated Entity. For the
purposes hereof, an "Affiliated Entity" shall mean any entity of which more than
fifty percent (50%) of the outstanding voting securities is owned, directly or
indirectly, by EDS or which owns, directly or indirectly, more than fifty
percent (50%) of the voting securities of EDS. Until this Warrant is transferred
on the books of the Company, the Company may treat the registered holder hereof
as the absolute owner hereof for all purposes, notwithstanding any notice to the
contrary. The performance criteria set forth in Section 1(b), 1(c) or 1(e) must
be satisfied by EDS notwithstanding any transfer of this Warrant to an
Affiliated Entity.

                           13.2     Restrictions on Transferability.  In no
event shall the Company be obligated to effect any transfer of the Warrant or
the shares issuable upon exercise thereof unless:


         (a) a registration statement is in effect with respect thereto under
the Securities Act of 1933, as amended, or the Company has received an opinion
of counsel (who may be in-house counsel), and the substance of such opinion
shall be reasonably satisfactory to the Company, that such registration is not
required; and

         (b) the Warrant is surrendered to the Company at its principal office
together with the form of assignment attached hereto, duly completed, executed
and guaranteed by a commercial bank or trust company or by a member firm of the
New York or American Stock Exchange, and sufficient funds to pay any transfer
tax. The foregoing covenants in this Section 13.2(a) shall not apply if the
transfer is made to an Affiliated Entity or if the disposition is made under
Rule 144(k) under the Securities Act of 1933, as amended. The provisions of
Section 13.2(a) requiring an opinion of counsel are intended solely to ensure
compliance with the provisions of the Securities Act of 1933, as amended.

                           13.3     Registration Rights.  With respect to all
shares issuable upon exercise of the Warrant, the holder of the Warrant is
entitled to the benefits of a certain Amended and Restated Registration Rights
Agreement being entered into by and among the Company, EDS and certain other
stockholders of the Company on the date hereof.

                           13.4     Restrictive Legend.  Each certificate
representing shares issuable upon exercise hereof or any other securities issued
in respect thereof upon any stock split, stock dividend, recapitalization,
merger, consolidation or similar event, shall be stamped or otherwise imprinted
with a legend in substantially the following form:

         THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND
         NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD,
         TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
         EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN
         EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS, WHICH, IN THE
         OPINION OF COUNSEL (WHO MAY BE IN-HOUSE COUNSEL) FOR THE HOLDER, WHICH
         COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO COUNSEL FOR THIS
         CORPORATION, IS AVAILABLE.

Such legend and the provisions of Section 13.4 are intended solely to ensure
compliance with the provisions of the Securities Act of 1933, as amended.

                  14. No Voting or Dividend Rights. This Warrant does not confer
upon the holder hereof the right to vote or to consent or to receive notice as a
stockholder of the Company, in respect of meetings of stockholders for the
election of directors of the Company or any other matters or any rights
whatsoever as a stockholder of the Company prior to the exercise hereof. No cash
dividends shall be payable or accrued in respect of this Warrant or the shares
purchasable hereunder until, and only to the extent that, this Warrant shall
have been
<PAGE>   7
exercised, whereupon the registered holder of this Warrant shall be the holder
of such Common Stock for all purposes.


                  15. Notices, etc. Except as otherwise provided, all notices
and other communications required or permitted hereunder shall be in writing and
addressed to such party at the address set forth below, or at such other address
as such party may designate by ten (10) days' advance written notice to the
other parties. Such notice or other communications shall be deemed delivered
when delivered in person by hand or, if earlier, five (5) days after deposit
with the U.S. postal service, if sent as first class mail, return receipt
requested, with all postage and fees prepaid.

                  If to the Company:
                  ServiceWare Technologies, Inc.
                  Oakmont, Pennsylvania  15139
                  Attention:  President
                  Telephone:  412-826-1158
                  Facsimile:  412-826-0577

                  If to EDS:
                  Electronic Data Systems Corporation
                  MS H3-3A-05
                  5400 Legacy Drive
                  Plano, TX 75024
                  Attn: General Counsel
                  Facsimile: (972) 605-5610

                  16. Miscellaneous. This Warrant and any term hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the party against whom enforcement of such amendment, waiver,
discharge or termination is sought. This Warrant shall be construed and enforced
in accordance with and governed by the laws of the State of Delaware, as applied
to agreements entered into, and to be performed entirely in such state, between
residents of such state. The headings in this Warrant are for purposes of
reference only, and shall not limit or otherwise affect any of the terms hereof.
The parties hereto have agreed to submit to the arbitration procedures set forth
in Section 4.1 of the Warrant Purchase Agreement, dated the date hereof, between
the Company and EDS with respect to the breach or interpretation of this Warrant
and the transactions contemplated hereby or the enforcement of any and all
rights, duties, liabilities, obligations, powers, and other relations between
the parties arising under this Warrant and the transactions contemplated hereby.

Dated:   June 2, 2000



                                     SERVICEWARE TECHNOLOGIES, INC.





                                     By:_/s/ Mark Tapling_____________________
                                     Name:  Mark Tapling
                                     Title: President and Chief Executive
                                            Officer
<PAGE>   8
                              FORM OF SUBSCRIPTION

                  (To be signed only upon exercise of Warrant)

To:      SERVICEWARE TECHNOLOGIES, INC.

                  The undersigned, the holder of the within Warrant, hereby
irrevocably elects to exercise the purchase right represented by such Warrant
for, and to purchase thereunder, _______* shares of Common Stock of ServiceWare
Technologies, Inc., and herewith makes payment of $_____________ therefor, and
requests that the certificates for such shares be issued in the name of, and
delivered to:


                         ----------------------------------
                                      Name


                         ----------------------------------
                                     Address


                         ----------------------------------
                              City, State, Zip Code


                         ----------------------------------
                            Taxpayer Identification Number

Dated:                   _________________________________

                         (Signature must conform in all
                         respects to name of holder as
                         specified on the face of the Warrant)



--------

     *    Insert here the number of shares called for on the face of the Warrant
          (or, in the case or a partial exercise, the portion thereof as to
          which the Warrant is being exercised, in either case without making
          any adjustment for additional Common Stock or any other stock or other
          securities or property or cash which, pursuant to the adjustment
          provisions of the Warrant, may be deliverable upon exercise.
<PAGE>   9
         FORM OF ASSIGNMENT

                  (To be signed only upon transfer of Warrant)

                  For value received, the undersigned hereby sells, assigns and
transfers unto _____ the right represented by the within Warrant to purchase
shares of Common Stock of ServiceWare Technologies, Inc. to which the within
Warrant relates, and appoints _____ Attorney to transfer such right on the books
of such corporation with full power of substitution in the premises.

Dated:

                                         --------------------------------------
                                         (Signature must conform in all respects
                                         to name of holder as specified on the
                                         face of the Warrant)

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

Address

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

Signature guaranteed by a Bank
or Trust Company or by a Member
Firm of the New York or
American Stock Exchange