Exhibit 10.1

                   SEC0ND AMENDED AND RESTATED PROMISSORY NOTE

$2,558,197.26                                                       June 3, 2002

         FOR VALUE RECEIVED, the undersigned, CommercialWare, Inc., a Delaware
corporation ("Borrower"), promises to pay to ASA International Ltd., a Delaware
corporation ("Payee"), or order, the principal amount of Two Million Five
Hundred Fifty-Eight Thousand One Hundred Ninety-Seven Dollars and Twenty-Six
Cents ($2,558,197.26), plus interest thereon at a fixed rate equal to 12% per
annum. Interest shall in all cases be calculated on the basis of actual days
elapsed and a 365 day year.

         This Note is an amendment and restatement of an amended and restated
promissory note dated April 26, 2001 in the principal amount of One Million
Seven Hundred Thousand Dollars ($1,700,000) issued by Borrower to Payee (the
"First Amended Note"). This Note is issued in consideration for the surrender of
the First Amended Note and other good and valuable consideration related to the
restructuring of certain indebtedness of Borrower, the receipt and sufficiency
of which are hereby acknowledged. Upon and in consideration of Borrower's
execution and delivery of this Note, Borrower shall have no further obligations
to Payee, including the obligation to pay outstanding principal and accrued but
unpaid interest, pursuant to the First Amended Note.

         Payments under this Note shall be made by Borrower to Payee on the
first day of each month, beginning on June 3, 2002 and in accordance with the
payment schedule attached hereto as Exhibit A to this Note, which is hereby
incorporated by reference (the "Payment Schedule"). Subject to the five (5) day
grace period provided in the definition of Event of Default and to the
Borrower's right to make Deferred Payments in certain circumstances, each as
defined below, the Borrower shall also pay to Payee a late fee equal to five
percent (5%) of any scheduled payment which is not paid on the date set forth on
the Payment Schedule (a "Late Fee"). Except as provided below with respect to
Deferred Payments, any Late Fee shall be immediately due and payable upon the
expiration of the five (5) day grace period provided in the definition of Event
of Default.

         Borrower shall have the right to pay principal and accrued interest
without penalty in whole or in part at any time. Any payments, including any
prepayments, received by Payee on account of this Note prior to demand or
acceleration shall be applied first, to any costs, expenses or charges then owed
Payee by Borrower, second, to accrued and unpaid interest, and third, to the
unpaid principal balance, in inverse order of their maturities. Any payments so
received after demand or acceleration shall be applied in such manner as Payee
may, in its sole discretion, determine.

         Payee, at its option, may declare the entire unpaid balance of this
Note and all accrued and unpaid interest thereon to be immediately due and
payable without demand, notice or protest (which are hereby waived) upon the
occurrence of any one or more of the following events (each, an "Event of
Default"): (a) (i) the failure to make a scheduled payment on this Note,

                                       1
<PAGE>
other than a Deferred Payment, within five (5) days of the due date set forth on
the Payment Schedule or (ii) the failure to pay any Late Fee when due hereunder
or (iii) the failure to make a Deferred Payment or any associated Late Fee on or
before the due date thereof as set forth below; (b) the acceleration of any
material portion of indebtedness of Borrower from any lender other than Payee;
(c) a proceeding being filed or commenced against Borrower for dissolution or
liquidation, or Borrower voluntarily or involuntarily terminating or dissolving
or being terminated or dissolved; (d) insolvency of, the appointment of a
custodian, trustee, liquidator or receiver for any of the property of, or an
assignment for the benefit of creditors by, or the filing of a petition under
bankruptcy, insolvency or debtor's relief law by or against, Borrower (and in
the case of the filing of an involuntary petition against Borrower, if the
proceeding commenced by such filing is not dismissed within ninety (90) days of
such filing); (e) the entry of any judgment against Borrower that makes
Borrower's ability to satisfy its obligations hereunder reasonably doubtful,
which judgment is not satisfied or appealed from (with execution or similar
process stayed) within ninety (90) days of its imposition or entry; (f) the
default by Borrower pursuant to Section 5(i) of that certain Security Agreement
dated March 3, 1999 by and between Borrower and Payee which is not cured within
thirty (30) days after receiving notice of such failure by Payee; (h) a Change
of Control (as defined below); or (i) the payment of any dividends by Borrower
on its capital stock.

         Provided that there is not then continuing any Event of Default
hereunder, beginning with respect to scheduled payments due on or after July 3,
2002, Borrower may elect by written notice (a "Deferral Notice") to Payee prior
to the due date of a scheduled payment to defer making a scheduled payment and
the immediately succeeding scheduled payment of this Note for a period beginning
on the due date of the first scheduled payment and ending on the 90th day
thereafter (the "Grace Period"), provided that Borrower shall make all such
deferred payments (the "Deferred Payments") by the first day after the end of
the Grace Period. Any Late Fees due with respect to any Deferred Payments shall
be paid at the same time as the payment of the Deferred Payments. Borrower's
failure to make all such Deferred Payments and pay the applicable Late Fee by
the first day after the end of the applicable Grace Period shall constitute an
"Event of Default" hereunder. Once Borrower has sent a Deferral Notice to the
Payee, Borrower may not send another Deferral Notice until a minimum of six
months following the date on which all Deferred Payments and associated Late
Fees have been paid in full. In addition, with respect to scheduled payments due
during the period from July 3, 2002 through June 3, 2003, Borrower may send only
one Deferral Notice.

         For purposes of this Note, a "Change of Control" shall mean (i) the
acquisition of Borrower by another entity by means of any transaction or series
of related transactions (including, without limitation, any reorganization,
merger or consolidation, but excluding any merger effected primarily for the
purpose of changing the domicile of Borrower) that results in (A) the transfer
of fifty percent (50%) or more of the outstanding voting power of Borrower or
(B) a person or entity or group of affiliated persons or entities (other than
Spencer Trask Ventures, Inc. or its affiliates) holding fifty percent (50%) or

                                       2
<PAGE>
more of the outstanding voting power of Borrower, or (ii) a sale, transfer or
other disposition of all or substantially all of the assets of Borrower.

         Borrower shall not effect a Change of Control prior to the payment in
full of this Note without first obtaining the prior written consent of Payee
unless it is a condition to the closing of such Change of Control that his Note
is paid in full.

         No delay or omission by Payee in exercising or enforcing any of Payee's
powers, rights, privileges or remedies hereunder shall operate as a waiver
thereof on that occasion or on any other occasion. No waiver of any default
hereunder shall operate as a waiver of any other default hereunder, nor as a
continuing waiver.

         Borrower will pay on demand all reasonable costs and expenses of
collection, including reasonable attorneys' fees incurred or paid by Payee in
enforcing this Note on default.

         Borrower hereby waives presentment, demand, notice and protect, and
also waives any delay on the part of Payee.

         This Note shall be binding upon Borrower and each endorser and
guarantor hereof and upon their respective successors and assigns, and shall
inure to the benefit of Payee and its successors, endorsees and assigns. This
Note may not be amended except by an instrument in writing signed by Borrower
and Payee.

         This Note is secured by a security agreement dated March 3, 1999 (the
"Security Agreement") granting Payee a security interest in certain assets of
Borrower. This Note is entitled to all the benefits of the Security Agreement
and specific reference is hereby made to same for all purposes.

         All notices, requests, demands, and other communications provided for
hereunder shall be in writing and mailed (by first class registered or certified
mail, postage prepaid), sent by express overnight courier service or electronic
facsimile transmission with a copy by mail, or delivered to the applicable party
at the addresses indicated below:

         If to Borrower:

                  CommercialWare, Inc.
                  Cochituate Place
                  24 Prime Park Way
                  Natick, MA 01760
                  Attention:  President
                  Telecopy No.:  (508) 647-9495

                                       3
<PAGE>
         With a copy to:

                  Foley Hoag LLP
                  155 Seaport Boulevard
                  Boston, MA 02210
                  Attention:  William R. Kolb, Esq.
                  Telecopy No.:  (617) 832-7000

         If to Payee:

                  ASA International Ltd.
                  10 Speen Street
                  Framingham, MA 01701
                  Attention:  President
                  Telecopy No.:  (508) 626-0638

         With a copy to:

                  Epstein, Becker & Green, P.C.
                  111 Huntington Avenue
                  Boston, MA 02199
                  Attention:  Paul D. Broude, Esq.
                  Telecopy No.:   (617) 342-4001

or, as to each of the foregoing, at such other address as shall be designated by
such person in a written notice to the other party complying as to delivery with
the terms hereof. All such notices, requests, demands and other communications
shall, when mailed or sent, respectively, be effective (i) two days after being
deposited in the mails or (ii) one day after being deposited with express
overnight courier service or sent by electronic facsimile transmission (with
receipt confirmed), respectively, addressed as aforesaid.

         This Note shall be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts.

         IN WITNESS WHEREOF, Borrower and Payee have caused this Second Amended
and Restated Promissory Note to be executed as of June 3, 2002.

                                          COMMERCIALWARE, INC.

                                          By: /s/ D. Askin, CEO
                                              -----------------------

                                          Title: CEO
                                                 --------------------


                                          Agreed and accepted:

                                          ASA INTERNATIONAL LTD.

                                          By: /s/ Terrence C. McCarthy
                                              -----------------------------

                                          Title: Vice President & Treasurer
                                                 --------------------------

                                       4
     Exhibit A to Second Amended and Restated Promissory Note (Exhibit 10.1)

<TABLE>
<CAPTION>
        8/12/2002                                                                                ASA
                        Annual
   Pmnt  Start of      Interest       Scheduled                                        Interest       Principal
    #    Period          Rate          Balance         Balance           Payment       Portiion        Portion
   ----  ------        --------     ------------     ------------      ------------   -----------    -----------

  <S>    <C>            <C>         <C>              <C>               <C>            <C>            <C>
    1    06/02          12.00%      2,558,197.26     2,558,197.26      (105,000.00)   (25,581.97)    (79,418.03)
    2    07/02          12.00%      2,542,457.08     2,478,779.23       (35,000.00)   (24,787.79)    (10,212.21)
    3    08/02          12.00%      2,526,559.50     2,468,567.02       (35,000.00)   (24,685.67)    (10,314.33)
    4    09/02          12.00%      2,510,502.94     2,458,252.69       (35,000.00)   (24,582.53)    (10,417.47)
    5    10/02          12.00%      2,494,285.82     2,447,835.22       (35,000.00)   (24,478.35)    (10,521.65)
    6    11/02          12.00%      2,477,906.52     2,437,313.57       (35,000.00)   (24,373.14)    (10,626.86)
    7    12/02          12.00%      2,461,363.44     2,426,686.71       (35,000.00)   (24,266.87)    (10,733.13)
    8    01/03          12.00%      2,444,654.92     2,415,953.57       (35,000.00)   (24,159.54)    (10,840.46)
    9    02/03          12.00%      2,427,779.32     2,405,113.11       (35,000.00)   (24,051.13)    (10,948.87)
   10    03/03          12.00%      2,410,734.96     2,394,164.24       (35,000.00)   (23,941.64)    (11,058.36)
   11    04/03          12.00%      2,393,520.16     2,383,105.88       (50,000.00)   (23,831.06)    (26,168.94)
   12    05/03          12.00%      2,376,133.21     2,356,936.94       (50,000.00)   (23,569.37)    (26,430.63)
   13    06/03          12.00%      2,358,572.39     2,330,506.31       (50,000.00)   (23,305.06)    (26,694.94)
   14    07/03          12.00%      2,340,835.96     2,303,811.37       (50,000.00)   (23,038.11)    (26,961.89)
   15    08/03          12.00%      2,322,922.17     2,276,849.49       (50,000.00)   (22,768.49)    (27,231.51)
   16    09/03          12.00%      2,304,829.24     2,249,617.98       (50,000.00)   (22,496.18)    (27,503.82)
   17    10/03          12.00%      2,286,555.38     2,222,114.16       (55,000.00)   (22,221.14)    (32,778.86)
   18    11/03          12.00%      2,268,098.78     2,189,335.30       (55,000.00)   (21,893.35)    (33,106.65)
   19    12/03          12.00%      2,249,457.62     2,156,228.66       (55,000.00)   (21,562.29)    (33,437.71)
   20    01/04          12.00%      2,230,630.04     2,122,790.94       (55,000.00)   (21,227.91)    (33,772.09)
   21    02/04          12.00%      2,211,614.19     2,089,018.85       (55,000.00)   (20,890.19)    (34,109.81)
   22    03/04          12.00%      2,192,408.18     2,054,909.04       (55,000.00)   (20,549.09)    (34,450.91)
   23    04/04          12.00%      2,173,010.11     2,020,458.13       (60,000.00)   (20,204.58)    (39,795.42)
   24    05/04          12.00%      2,153,418.06     1,980,662.71       (60,000.00)   (19,806.63)    (40,193.37)
   25    06/04          12.00%      2,133,630.09     1,940,469.34       (60,000.00)   (19,404.69)    (40,595.31)
   26    07/04          12.00%      2,113,644.24     1,899,874.03       (60,000.00)   (18,998.74)    (41,001.26)
   27    08/04          12.00%      2,093,458.53     1,858,872.77       (60,000.00)   (18,588.73)    (41,411.27)
   28    09/04          12.00%      2,073,070.96     1,817,461.50       (60,000.00)   (18,174.62)    (41,825.39)
   29    10/04          12.00%      2,052,479.52     1,775,636.12       (60,000.00)   (17,756.36)    (42,243.64)
   30    11/04          12.00%      2,031,682.16     1,733,392.48       (60,000.00)   (17,333.92)    (42,666.08)
   31    12/04          12.00%      2,010,676.83     1,690,726.40       (60,000.00)   (16,907.26)    (43,092.74)
   32    01/05          12.00%      1,989,461.45     1,647,633.67       (65,000.00)   (16,476.34)    (48,523.66)
   33    02/05          12.00%      1,968,033.91     1,599,110.00       (65,000.00)   (15,991.10)    (49,008.90)
   34    03/05          12.00%      1,946,392.10     1,550,101.10       (65,000.00)   (15,501.01)    (49,498.99)
   35    04/05          12.00%      1,924,533.87     1,500,602.11       (65,000.00)   (15,006.02)    (49,993.98)
   36    05/05          12.00%      1,902,457.06     1,450,608.14       (65,000.00)   (14,506.08)    (50,493.92)
   37    06/05          12.00%      1,880,159.47     1,400,114.22       (65,000.00)   (14,001.14)    (50,998.86)
   38    07/05          12.00%      1,857,638.92     1,349,115.36       (65,000.00)   (13,491.15)    (51,508.85)
   39    08/05          12.00%      1,834,893.16     1,297,606.51       (65,000.00)   (12,976.07)    (52,023.93)
   40    09/05          12.00%      1,811,919.93     1,245,582.58       (65,000.00)   (12,455.83)    (52,544.17)
   41    10/05          12.00%      1,788,716.98     1,193,038.40       (65,000.00)   (11,930.38)    (53,069.62)
   42    11/05          12.00%      1,765,282.00     1,139,968.79       (65,000.00)   (11,399.69)    (53,600.31)
   43    12/05          12.00%      1,741,612.67     1,086,368.48       (65,000.00)   (10,863.68)    (54,136.32)
   44    01/06          12.00%      1,717,706.64     1,032,232.16       (65,000.00)   (10,322.32)    (54,677.68)
   45    02/06          12.00%      1,693,561.56       977,554.48       (65,000.00)    (9,775.54)    (55,224.46)
   46    03/06          12.00%      1,669,175.02       922,330.03       (65,000.00)    (9,223.30)    (55,776.70)
   47    04/06          12.00%      1,644,544.62       866,553.33       (65,000.00)    (8,665.53)    (56,334.47)
   48    05/06          12.00%      1,619,667.92       810,218.86       (65,000.00)    (8,102.19)    (56,897.81)
   49    06/06          12.00%      1,594,542.44       753,321.05       (65,000.00)    (7,533.21)    (57,466.79)
   50    07/06          12.00%      1,569,165.72       695,854.26       (65,000.00)    (6,958.54)    (58,041.46)
   51    08/06          12.00%      1,543,535.22       637,812.80       (65,000.00)    (6,378.13)    (58,621.87)
   52    09/06          12.00%      1,517,648.42       579,190.93       (65,000.00)    (5,791.91)    (59,208.09)
   53    10/06          12.00%      1,491,502.75       519,982.84       (65,000.00)    (5,199.83)    (59,800.17)
   54    11/06          12.00%      1,465,095.63       460,182.67       (65,000.00)    (4,601.83)    (60,398.17)
   55    12/06          12.00%      1,438,424.43       399,784.49       (65,000.00)    (3,997.84)    (61,002.16)
   56    01/07          12.00%      1,411,486.53       338,782.34       (65,000.00)    (3,387.82)    (61,612.18)
   57    02/07          12.00%      1,384,279.24       277,170.16       (65,000.00)    (2,771.70)    (62,228.30)
   58    03/07          12.00%      1,356,799.88       214,941.86       (65,000.00)    (2,149.42)    (62,850.58)
   59    04/07          12.00%      1,329,045.73       152,091.28       (65,000.00)    (1,520.91)    (63,479.09)
   60    05/07          12.00%      1,301,014.03        88,612.20       (65,000.00)      (886.12)    (64,113.88)
   61    06/07          12.00%      1,272,702.02        24,498.32       (24,743.30)      (244.98)    (24,498.32)
</TABLE>