<PAGE>

                                                                     EXHIBIT 4.1



THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
PURPOSES AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE
SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR
AN EXEMPTION THEREFROM UNDER SAID ACT OR APPLICABLE STATE BLUE SKY LAWS.
ADDITIONALLY, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS
SPECIFIED IN THE NOTE PURCHASE AGREEMENT, DATED AS OF MAY 6, 2002, AMONG THE
ISSUER HEREOF AND CERTAIN OTHER SIGNATORIES THERETO, AND NO TRANSFER OF THESE
SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN
FULFILLED. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN
REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE
ISSUER HEREOF.



                      10% SENIOR UNSECURED CONVERTIBLE NOTE

No.   ___
U.S. $_________________                                     Dated:  May 6, 2002

                  FOR VALUE RECEIVED, the undersigned, SERVICEWARE TECHNOLOGIES,
INC., a Delaware corporation (the "COMPANY"), hereby promises to pay to the
order of [_________________] or its assigns (the "HOLDER"), with a place of
business at [_________________] the principal sum of __________________________
Dollars ($_________________) (plus any additional amounts payable as set forth
herein) in immediately available lawful money of the United States of America,
payable as set forth in Section 2, with interest payable as set forth in Section
3 until such unpaid principal amount shall become due and payable.

                  This Note is one of the Notes (herein called the "NOTES")
issued pursuant to the Note Purchase Agreement, dated as of May 6, 2002 (as
amended, supplemented or otherwise modified from time to time, the "NOTE
PURCHASE AGREEMENT"), by and among the Company and the other signatories thereto
as purchasers. The Holder of this Note will be deemed, by its acceptance hereof:
(i) to have made the representations set forth in Article IV of the Note
Purchase Agreement; and (ii) to have agreed to be bound by the terms and
provisions of the Note Purchase Agreement.

                  No reference herein and no provision of this Note shall alter
or impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of and interest on this Note at the times, place and rate, and
in the coin or currency, as prescribed herein or to convert this Note as
provided. Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed thereto in the Note Purchase Agreement.



<PAGE>



      1. CERTAIN DEFINITIONS.

             As used in this Note, the following terms shall have the
following meanings:

             "CHANGE IN CONTROL" shall be deemed to have occurred at such time
as any of the following events shall occur:

         (a) the consummation of any transactions, the result of which is that
any "person" or "group" (as such terms are used in Section 13(d)(3) of the
Exchange Act) other than the Purchasers, owns directly or indirectly,
beneficially or of record, 35% or more of the issued and outstanding Common
Stock on a fully diluted basis;

         (b) any transaction or event occurs as a result of which the Common
Stock of the Company ceases (or will cease upon consummation or immediately
following such transaction or event) to be listed on a United States national
securities exchange or approved for quotation on the Nasdaq National Market, the
Nasdaq Small Cap Market or listed for trading on the OTC Bulletin Board, "pink
sheets" or any similar United States system for securities trading; or

         (c) the Company consolidates with or merges with or into another Person
(other than a Subsidiary of the Company), or sells, conveys, transfers or leases
all or substantially all of its properties and assets to any Person (other than
a Subsidiary of the Company) or any Person (other than a Subsidiary of the
Company) consolidates with or merges with or into the Company, as a result of
which, the holders of the Company's Common Stock immediately prior to such
transaction will own less than 50% of voting stock of the surviving or successor
entity immediately after the transaction; or

         (d) as a result of the acquisition of stock in the Company by a person
or group other than C.E. Unterberg, Towbin or affiliated Person, the current
members of the Board (including any additional individuals elected to the Board
with the consent of the Board and not at the suggestion of such person or group)
no longer represent a majority of the Board of the Company.

             "CONVERSION NOTICE" has the meaning given to such term in Section
7(e) herein.

             "CONVERSION PRICE" means $.30, subject to adjustment from time to
time as set forth in Section 7 below.

             "SALE PRICE" on any date means the closing sale price per share of
Common Stock (or, if no closing sale price is reported, the average of the bid
and ask prices or, if more than one in either case, the average of the average
bid and average ask prices) on such date as reported in composite transactions
for the principal United States securities exchange on which the Common Stock is
traded or, if the Common Stock is not listed on a United States national or
regional securities exchange, (i) as reported by the National Association of
Securities Dealers Automated Quotation System or by the National Quotation
Bureau Incorporated, or (ii) if such


                                       2
<PAGE>

bid and ask prices are not reported by the National Association of Securities
Dealers Automated Quotation System or by the National Quotation Bureau
Incorporated, in a manner to be determined by the Company on the basis of such
quotation as the Board considers appropriate in its reasonable discretion.

      2. PAYMENTS; MATURITY; RESTRICTIONS ON DISTRIBUTIONS.

         (a) Payment of principal of, and accrued and unpaid interest on, this
Note or any other amounts then due to the Holder under this Note or any other
Note Document, shall be made no later than 2:00 p.m., New York City Time, in
whole, on November ___, 2003 (the "MATURITY DATE"), by wire transfer of
immediately available funds to such account as the Holder shall have specified
by written notice to the Company as provided in the Note Purchase Agreement, or
in such other manner as instructed from time to time in writing by the Holder.

         (b) Whenever any payment (including principal of, premium, if any, or
interest on this Note or other amount) hereunder or under any other Note
Document shall become due, or otherwise would occur, on a day that is not a
Business Day, such payment shall be made on the next succeeding Business Day,
and such extension of time shall in such case be included in the computation of
such interest, or other amount, if applicable.

         (c) Neither the Company nor any of its Subsidiaries shall purchase,
redeem or otherwise acquire this Note from the Holder except upon payment or
prepayment thereof in accordance with the specific terms hereof and of the Note
Purchase Agreement and, in any such purchase, redemption, prepayment or
otherwise, the Company or such Subsidiary shall have offered to purchase, redeem
or otherwise acquire, as the case may be, Notes from each holder of the other
Notes at the time outstanding upon the same terms and conditions and on a pro
rata basis (based upon the aggregate principal amount of the Notes then held by
each such holder). Any Notes so purchased, redeemed or otherwise acquired by the
Company or any Subsidiary of the Company shall be cancelled and not be deemed
outstanding for any purpose.

         (d) Except to the extent otherwise provided herein, each payment of
principal of the Notes by the Company shall be made for the account of the
holders thereof pro rata in accordance with the respective unpaid principal
amounts of the Notes held by them and each payment of interest on the Notes
shall be made for the account of the holders thereof pro rata in accordance with
the amounts of interest on such Notes then due and payable to the respective
Purchasers.

         (e) All payments by the Company hereunder shall be made without set-off
or counterclaim and in such amounts as may be necessary in order that all such
payments shall not be less than the amounts otherwise specified to be paid
hereunder.

         (f) So long as any Notes shall be outstanding, no dividend, whether in
cash or property, shall be paid or declared, nor shall any other distribution be
made, on any Common Stock of the Company, nor shall any shares of Common Stock
of the Company be purchased, redeemed, or otherwise acquired for value by the
Company until all amounts then due hereunder or any amounts hereunder in arrears
shall have been paid in full, including any amounts due under Section 3(c)
hereof.


                                       3
<PAGE>


      3. INTEREST.

         (a) Interest (computed on the basis of a 360-day year consisting of
twelve 30-day months) on this Note is payable on the unpaid principal amount
hereof, accruing from the date hereof at a rate of ten percent (10%) per annum,
payable semi-annually in arrears each October 31 and April 30, commencing
October 31, 2002, until the principal hereof shall have become due and payable.

         (b) Interest may be paid, at the Company's option, (i) in cash, (ii) by
the delivery of an additional promissory note (a "PIK NOTE"), such PIK Note to
be in the form of this Note and in the initial principal amount equal to the
amount of interest then due on this Note, or (iii) in a combination of cash and
PIK Notes.

         (c) If any payment (including principal of, premium, if any, or
interest on this Note or other amount) due to a Holder hereunder or under any
other Note Document is not paid when due hereunder or thereunder, then the
overdue amount shall bear interest at a rate of twelve percent (12%) per annum
compounded quarterly, which interest shall accrue from the date such overdue
amount was originally due to the date of payment of such amount, including
interest thereon, has been made. All such interest on overdue amounts shall be
payable upon demand.

      4. RANKING.

             The obligations of the Company under the Notes shall rank senior,
including without limitation, with respect to rights to principal, interest and
other payments, and with respect to the distribution of assets upon liquidation,
dissolution or winding up of the Company, whether voluntary or involuntary, to
subordinated Indebtedness of the Company and to all classes and series of
Capital Stock of the Company. The obligations of the Company under the Notes
shall rank on a pari passu basis with all other senior Indebtedness of the
Company and shall be subordinate to existing or future senior secured
Indebtedness of the Company.

      5. [INTENTIONALLY OMITTED]


      6. CHANGE IN CONTROL PREPAYMENT.

         (a) NOTICE OF CHANGE IN CONTROL. The Company shall, within five (5)
days following the occurrence of the Change in Control, give written notice of
such Change in Control (a "CHANGE IN CONTROL NOTICE") to the Holder and such
Change in Control Notice shall specify (i) the aggregate principal amount of the
Indebtedness then outstanding hereunder, (ii) the amount of unpaid interest that
will have accrued with respect to such Indebtedness to be prepaid as of the
thirtieth (30th) day following the date of the Change in Control Notice (the
"CHANGE IN CONTROL PREPAYMENT DATE") and (iii) the event or events constituting
such Change in Control.

         (b) RIGHT TO PREPAYMENT. Notwithstanding any other terms of this Note,
the Holder shall have the right, but not the obligation, to require the Company
to prepay all, but not less than all, of the Indebtedness (including accrued and
unpaid interest) outstanding hereunder,


                                       4
<PAGE>

by delivering to the Company within fifteen (15) days after the Holder's receipt
of a Change in Control Notice, written notice of the Holder's demand for
prepayment ("CHANGE IN CONTROL PREPAYMENT NOTICE").

         (c) PREPAYMENT OF OBLIGATIONS. In the event that the Holder has
delivered a Change in Control Prepayment Notice, on the Change in Control
Prepayment Date the Company shall, notwithstanding any other terms of this Note,
pay to the Holder, in cash, a repayment price equal to the sum of (i) the
principal amount of the Indebtedness then outstanding hereunder, plus (ii) all
accrued and unpaid interest to the Change in Control Prepayment Date.

      7. CONVERSION.

         (a) CONVERSION. Subject to and in compliance with the applicable
provisions of this Section 7, the Holder shall have the right, at such Holder's
option, at any time after the Approval and from time to time thereafter, to
convert all or any portion of the principal amount or accrued and unpaid
interest of this Note in increments of $25,000 (the "CONVERSION AMOUNT") into
that number of fully paid and nonassessable shares of Common Stock equal to the
quotient obtained by dividing (x) the portion of the Conversion Amount being
converted by (y) the Conversion Price (as defined above), as last adjusted
pursuant to Section 7(c) or 7(d) and then in effect, by surrender of this Note.
Conversion shall be deemed to have been effected on the date when delivery of
this Note is made pursuant to the provisions of the previous sentence.

         (b) FRACTIONAL SHARES. The Company shall not issue fractional shares of
Common Stock or scrip upon any conversion of this Note. The number of full
shares of Common Stock issuable upon conversion shall be computed on the basis
of the portion of the Conversion Amount to be converted. Instead of any
fractional shares of Common Stock which would otherwise be issuable upon
conversion of the full amount of the Conversion Amount, the Company shall pay a
cash adjustment in respect of such fractional interest in an amount equal to the
product of (i) the Sale Price of one share of such Common Stock on the date of
conversion and (ii) such fractional interest.

         (c) ADJUSTMENTS TO CONVERSION PRICE.

             If, after the date of this Note, the Company:

             (1) pays a dividend or makes a distribution on its Common
             Stock payable in shares of its Common Stock or shares of other
             Capital Stock;

             (2) subdivides its shares of Common Stock;

             (3) combines its shares of Common Stock;

             (4) issues by reclassification of its Common Stock any shares of
             its Capital Stock (other than rights, warrants or options for its
             Capital Stock); or

             (5) makes a distribution to the holders of its Common Stock of its
             assets including shares of any Subsidiary or business unit of
             the Company or


                                       5
<PAGE>

             debt securities or rights to purchase the Notes (excluding
             ordinary cash dividends from current or retained earnings);

             then the conversion privilege and the Conversion Rate in effect
             immediately prior to such action shall be adjusted so that the
             Holder of a Note thereafter converted may receive the number of
             shares of Common Stock of the Company which such Holder would have
             owned immediately following such action if such Holder had
             converted the Note immediately prior to such action. The adjustment
             shall become effective immediately after the record date in the
             case of a dividend or distribution and immediately after the
             effective date in the case of a subdivision, combination or
             reclassification.

             If after an adjustment, a Holder of a Note upon conversion of such
             Note may receive shares of two or more classes of Captial Stock of
             the Company, the Conversion Rate shall thereafter be subject to
             adjustment upon the occurrence of an action taken with respect to
             any such class of Capital Stock as is contemplated by this
             subsection (c) with respect to the Common Stock, on terms
             comparable to those applicable to Common Stock in this subsection
             (c).

         (d)   SALE OF SHARES BELOW CONVERSION PRICE.

               (1) If at any time or from time to time after the date of this
             Note, the Company issues or sells, or is deemed by the provisions
             of subparagraph (3) below to have issued or sold, Additional Shares
             of Common Stock (as hereinafter defined), other than as provided in
             Section 7(c) above, or in connection with the antidilution
             provisions set forth in this Section 7(d) hereof, for an Effective
             Price (as hereinafter defined) less than the then effective
             Conversion Price, then and in each such case, the then existing
             Conversion Price will be reduced, as of the opening of business on
             the date of such issue or sale, to a price determined by
             multiplying the Conversion Price in effect immediately prior to
             such issue or sale by a fraction, the numerator of which shall be
             (i) the number of shares of Common Stock deemed outstanding (as
             defined below) immediately prior to such issue or sale, plus (ii)
             the number of shares of Common Stock that the aggregate
             consideration received by the Company for such issuance would
             purchase at such conversion price, and the denominator of which
             shall be the number of shares of Common Stock deemed outstanding
             (as defined below) immediately after such issue or sale. For the
             purposes of the preceding sentence, the number of shares of Common
             Stock deemed to be outstanding as of a given date will be the sum
             of (a) the number of shares of Common Stock actually outstanding,
             (b) the number of shares of Common Stock into which the then
             outstanding Notes could be converted if fully converted on the day
             immediately preceding the given date, and (c) the number of shares
             of Common Stock that could be obtained through the exercise or
             conversion in full of all other rights, options, warrants and
             convertible securities on the day immediately preceding the given
             date, regardless of whether or not such securities are fully
             exercisable for or convertible into Common Stock at such time.


                                       6
<PAGE>

               (2) For the purposes of making any adjustment required under this
             Section 7(d), the consideration received by the Company for any
             issue or sale of securities will (a) to the extent it consists of
             cash, be computed at the net amount of cash received by the Company
             without deduction of any expenses payable by the Company, (b) to
             the extent it consists of property other than cash, be computed at
             the fair market value of that property as reasonably determined by
             the Board , and (c) to the extent that Additional Shares of Common
             Stock, Convertible Securities (as hereinafter defined) or rights or
             options to purchase either Additional Shares of Common Stock or
             Convertible Securities are issued or sold together with other stock
             or securities or other assets of the Company for a consideration
             that covers both, be computed as the portion of the consideration
             so received that may be reasonably determined in good faith by the
             Board of Directors of the Company to be allocable to such
             Additional Shares of Common Stock, Convertible Securities or rights
             or options.

               (3) For the purpose of the adjustment required under subparagraph
             (1) above, if the Company issues or sells any rights or options for
             the purchase of, or stock or other securities exchangeable for or
             convertible into, Additional Shares of Common Stock (such
             exchangeable or convertible stock or securities being herein
             referred to as "Convertible Securities") and if the Effective Price
             of such Additional Shares of Common Stock is less than the
             Conversion Price in effect, the Company will be deemed to have
             issued at the time of the issuance of such rights or options or
             Convertible Securities the maximum number of Additional Shares of
             Common Stock issuable upon exercise or conversion or exchange
             thereof and to have received consideration for the issuance of such
             shares an amount equal to the total amount of consideration, if
             any, received by the Company for the issuance of such rights or
             options or Convertible Securities, plus, in the case of such rights
             or options, the minimum amounts of consideration, if any, payable
             to the Company upon the exercise of such rights or options, plus in
             the case of Convertible Securities, the minimum amounts of
             consideration, if any, payable to the Company (other than by
             cancellation of liabilities or obligations evidenced by such
             Convertible Securities) upon the conversion or exchange thereof;
             provided that if in the case of Convertible Securities the minimum
             amounts of such consideration cannot be ascertained, but are a
             function of antidilution or similar protective clauses, the Company
             shall be deemed to have received the minimum amounts of
             consideration without reference to such clauses; provided further
             that if the minimum amount of consideration payable to the Company
             upon the exercise or conversion of rights, options or Convertible
             Securities is reduced over time or on the occurrence or
             non-occurrence of specified events, including by reason of
             antidilution adjustments, the Effective Price will be recalculated
             using the figure to which such minimum amount of consideration is
             reduced; provided further that if the minimum amount of
             consideration payable to the Company upon the exercise or
             conversion of such rights, options or Convertible Securities is
             subsequently increased, the Effective Price will be again
             recalculated using the increased minimum amount of consideration
             payable to the Company upon the exercise or conversion of such
             rights, options or Convertible Securities. No further adjustment of
             the Conversion



                                       7
<PAGE>

             Price, as adjusted in each case upon the issuance of such rights,
             options or Convertible Securities, will be made as a result of the
             actual issuance of Additional Shares of Common Stock on the
             exercise of any such rights or options or the exchange or
             conversion of any such Convertible Securities. If any such rights
             or options or the conversion privilege represented by any such
             Convertible Securities shall expire without having been exercised,
             the Conversion Price, as adjusted upon the issuance of such rights,
             options or Convertible Securities, will be readjusted to the
             Conversion Price that would have been in effect had an adjustment
             been made on the basis that the only Additional Shares of Common
             Stock so issued were the Additional Shares of Common Stock, if any,
             actually issued or sold on the exercise of such rights or options
             or upon such conversion and that such Additional Shares of Common
             Stock, if any, were issued or sold for the consideration, if any,
             actually received by the Company for the granting of all such
             rights or options, whether or not exercised, plus the consideration
             received for issuing or selling the Convertible Securities actually
             converted, plus the consideration, if any, actually received by the
             Company (other than by cancellation of liabilities or obligations
             evidenced by such Convertible Securities) on the conversion of such
             Convertible Securities, provided that such readjustment shall not
             apply to Notes converted into Common Stock prior to the
             readjustment.

               (4) "Additional Shares of Common Stock" means all shares of
             Common Stock issued by the Company or deemed to be issued pursuant
             to Section 7(d)(3), whether or not subsequently reacquired or
             retired by the Company, other than (A) options to purchase up to
             8,819,620 shares of Common Stock reserved or to be reserved (after
             stockholder approval of a proposed increase) for issuance to
             employees, officers or directors of or consultants or advisors to
             the Company pursuant to the Company's Stock Option Plans and the
             shares of Common Stock issuable upon exercise of such options, (B)
             Convertible Securities outstanding as of the date of this Note and
             the shares of Common Stock issuable upon exercise or conversion of
             such Convertible Securities, and (c) shares of Common Stock
             issuable upon conversion of any Notes. The "Effective Price" of
             Additional Shares of Common Stock means the quotient determined by
             dividing (i) the aggregate consideration received, or deemed to
             have been received by the Company under Section 7(d)(3), for the
             issuance of such Additional Shares of Common Stock, by (ii) the
             total number of Additional Shares of Common Stock issued or sold,
             or deemed to have been issued or sold, by the Company under this
             Section.

         (e) RESTRICTION ON MAXIMUM NUMBER OF SHARES TO BE ISSUED UPON
CONVERSION. Notwithstanding any provision of this Section 7 to the contrary, in
no event shall the aggregate number of shares of Common Stock issuable upon
conversion of all Notes issued as a part of the Initial Tranche exceed twenty
percent (20%) of the voting power of the Company's outstanding capital stock as
of the date of this Note, determined in accordance with Rule 4350(i) of the
Nasdaq Stock Market, until such time as the issuance of all of the Notes shall
have been approved by the stockholders of the Company.


                                       8
<PAGE>

         (f) NOTICE OF ADJUSTMENT. Upon each adjustment of the Conversion Price,
the Company shall give prompt written notice thereof to the Holder, which notice
shall state the Conversion Price resulting from such adjustment and the increase
or decrease, if any, in the number of shares issuable upon the conversion of
this Note, setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based.

         (g) EXERCISE OF CONVERSION RIGHT. In order to exercise the Holder's
conversion right hereunder, the Holder shall surrender this Note to the office
of the Company and shall deliver to the Company written notice of such
conversion (the "CONVERSION NOTICE") at least two (2) Business Days prior to the
intended exercise thereof specifying the portion of the Conversion Amount to be
converted into Common Stock. Upon receipt of any Conversion Notice, the Company
shall within two (2) Business Days (or at such later time as to which the
Company and the Holder may agree) deliver to the address of the Holder as set
forth above, (i) at the Company's expense (including any stamp taxes or similar
governmental charges), the appropriate number of duly or validly issued and
fully paid and nonassessable shares of Common Stock and one or more stock
certificates therefor (in such number and registered in such names as the Holder
may direct), (ii) to the extent this Note is converted in part only, a new Note
(with the same terms as this Note) in principal amount equal to the unconverted
portion of such Note and, to the extent that the entire Conversion Amount is
converted and fractional shares would otherwise be issued, cash pursuant to
Section 7(b). Such conversion shall be deemed to have been made immediately at
the close of business on the Business Day of such surrender of this Note, and
the Holder shall be treated for all purposes as the record holder of such shares
of Common Stock as of such date.

         (h) SUFFICIENT SHARES OF EQUITY SECURITIES. Upon receipt of any
Conversion Notice, the Company shall take all necessary measures, including the
filing of an amendment to its Articles of Incorporation, to make available
enough shares of Common Stock to allow the conversion to occur as promptly as
practicable. If at any time the number of authorized but unissued shares of
Common Stock shall not be sufficient to effect such conversion, the Company will
take such corporate actions as may, in the opinion of Holder's counsel, be
necessary to increase the Company's authorized, unreserved and unissued shares
of Common Stock to such number of shares as shall be sufficient for such
purposes. Upon delivery, such shares shall be duly and validly issued and fully
paid and nonassessable.

         (i) If at any time or from time to time while any principal amount of
this Note is outstanding, there is a capital reorganization of the Common Stock
or the merger or consolidation of the Company with or into another corporation
or another entity or person or a recapitalization, subdivision, combination,
reclassification, exchange or substitution of shares, as a part of such capital
reorganization, provision shall be made so that the Holder shall thereafter be
entitled to receive upon conversion of this Note the number of shares of stock
or other securities or property of the Company to which a holder of the number
of shares of Common Stock deliverable upon conversion would have been entitled
on such capital reorganization. In any such case, appropriate adjustment shall
be made in the application of the provision of this subsection (i) with respect
to the rights of the Holder after the capital reorganization to the end that the
provisions of this Section 7 (including adjustment of the Conversion Price then
in effect and the number of shares issuable upon conversion of the Note) shall
be applicable after that event and be as nearly equivalent as practicable.


                                       9
<PAGE>

      8. EVENTS OF DEFAULT.

             If any of the following events (each an "Event of Default")
shall occur and be continuing:

         (a) PAYMENT OF PRINCIPAL. The Company shall fail to make any payment of
principal on this Note when and as the same shall become due and payable
including at the due date thereof, by acceleration or otherwise.

         (b) PAYMENT OF INTEREST AND FEES. The Company shall fail to make any
payment of interest on this Note, or any fee or any other amount payable
hereunder or under this Note when and as the same shall become due and payable
including at the due date thereof, by acceleration or otherwise, and such
failure shall continue unremedied for five (5) Business Days after the due date
thereof.

         (c) COVENANT DEFAULTS. The Company shall default in the due observance
or performance of any covenant or agreement to be observed or performed under
any Note Document (other than a covenant which is dealt with specifically
elsewhere in this Section 8) and such default shall continue unremedied for
thirty (30) days after the occurrence of such default.

         (d) MISREPRESENTATIONS. Any representation, warranty or other statement
made or furnished to the Purchasers by or on behalf of the Company, any Note
Document or any instrument, certificate or financial statement furnished (in
compliance with or in reference thereto) proves to have been false or misleading
in any material respect when made or furnished and could be reasonably expected
to result in a Material Adverse Effect.

         (e) OTHER DEFAULTS. The Company shall be in payment default on any
Indebtedness (including any of the other Notes) which is outstanding in a
principal amount in excess of $250,000 in the aggregate beyond any applicable
period of grace, or if any event shall occur or condition shall exist in respect
of any Indebtedness which is outstanding in a principal amount in excess of
$250,000 or under any evidence of any such Indebtedness or of any mortgage,
indenture or other agreement relating thereto, which shall have caused the
acceleration of the payment of such Indebtedness without such Indebtedness being
discharged or such acceleration having been cured, waived, rescinded or
annulled.

         (f) VOLUNTARY INSOLVENCY AND RELATED PROCEEDINGS. The Company or any of
its Subsidiaries shall (i) voluntarily commence any proceeding or file any
petition seeking relief or reorganization under Title 11 of the United States
Code, or any other federal, state or foreign bankruptcy, insolvency or similar
law, (ii) consent to the institution of, or fail to controvert in a timely and
appropriate manner, any such proceeding or the filing of any such petition,
(iii) apply for, consent to the appointment of, or a court of competent
jurisdiction shall enter an order appointing, a receiver, trustee, custodian,
sequestrator or officer with similar powers of itself or for any substantial
part of its property or assets, (iv) file an answer admitting the material
allegations of a petition filed against it in any such proceeding, (v) make a
general assignment for the benefit of creditors, (vi) fail generally to pay its
debts as they become due, (vii) shall be


                                       10
<PAGE>

adjudicated insolvent or (viii) take any corporate or stockholder action in
furtherance of any of the foregoing.

         (g) INVOLUNTARY INSOLVENCY AND RELATED PROCEEDINGS. (i) An involuntary
proceeding shall be commenced or an involuntary petition shall be filed in a
court of competent jurisdiction seeking (x) relief in respect of the Company or
any of its Subsidiaries or of any substantial part of the property or assets
thereof, under Title 11 of the United States Code or any other federal, state or
foreign bankruptcy, insolvency or similar law, (y) the appointment of a
receiver, trustee, custodian, sequestrator or similar official for any such
Person or for any substantial part of its property or (z) the winding-up or
liquidation of any such Person, and any such proceeding, petition or order shall
continue unstayed and in effect for a period of sixty (60) consecutive days or
(ii) a warrant of attachment, execution or similar process shall be issued
against any substantial part of the property of the Company and the enforcement
of such attachment, execution or similar process is not stayed pending appeal.

         (h) BUSINESS DISRUPTION; CONDEMNATION. There shall occur a cessation of
a substantial part of the business of the Company for a period which
significantly affects the Company's capacity to continue its business, on a
profitable basis; or the Company shall suffer the loss or revocation of any
license or permit now held or hereafter acquired by the Company which is
necessary to the continued or lawful operation of its business; or the Company
shall be enjoined, restrained or in any way prevented by court, governmental or
administrative order from conducting all or any material part of its business
affairs; or any material lease or agreement pursuant to which the Company
leases, uses or occupies any property shall be canceled or terminated prior to
the expiration of its stated term; or any material portion of any property of
the Company shall be taken through condemnation or the value of such property
shall be impaired through condemnation.

         (i) CHALLENGE TO NOTE DOCUMENT. This Note or any other Note Document
shall cease to be in full force and effect and enforceable in accordance with
its terms, or the Company shall assert the invalidity of any of the foregoing.

         (j) JUDGMENTS. A judgment or judgments for the payment of money in
excess of $200,000 in the aggregate shall be rendered against the Company and
the same shall not (i) be fully covered by insurance or other comparable bond,
or (ii) within sixty (60) days after the entry thereof, have been discharged or
execution thereof stayed pending appeal, or shall not have been discharged
within sixty (60) days after the expiration of any such stay; then, and in any
such event (other than an event described in paragraphs (f) or (g) above), and
at any time thereafter during the continuance of such event, the Holder may,
take any of the following actions and at the same or different times: (i)
declare this Note to be forthwith due and payable, whereupon the entire unpaid
principal of this Note, together with accrued but unpaid interest thereon and
all other Obligations under the Note Documents, shall become forthwith due and
payable in full in cash, without presentment, demand, protest or any other
notice of any kind, all of which are hereby expressly waived by the Company,
anything contained herein or in any other Note Document to the contrary
notwithstanding, or (ii) exercise any and all other remedies provided under any
Note Document upon the occurrence and continuance of an Event of Default;
PROVIDED, HOWEVER, that with respect to the occurrence of an Event of Default
described in paragraphs (g) or (h) above, the principal of this Note, together
with accrued but unpaid interest


                                       11
<PAGE>

and fees hereon and any other liabilities of the Company to the Holder accrued
hereunder or any other Note Document, shall automatically become due and payable
in full in cash, all without presentment, demand, protest or other notice of any
kind, all of which are hereby expressly waived by the Company, anything
contained herein or in any other Note Document to the contrary notwithstanding.

         (k) (i) Any Reportable Event with respect to a Plan shall occur; (ii)
the Company or any ERISA Affiliate shall be notified by the sponsor of a
Multiemployer Plan that it has incurred withdrawal liability to such
Mulitemployer Plan in an amount which, when aggregate with all other withdrawal
liabilities incurred by the Company or any ERISA Affiliate (determined as of the
date of such notification) has or is reasonably likely to have a Material
Adverse Effect; (iii) the Company or any ERISA Affiliate shall be notified by
the sponsor of a Mulitemployer Plan that such Multiemployer Plan is in
reorganization or is being terminated, partitioned or reorganized, within the
meaning of Title IV of ERISA, if liability of the Company and its ERISA
Affiliates resulting from such reorganization, termination, partitioning or
reorganization has or is reasonably likely to have a Material Adverse Effect; or
(iv) the Company or any ERISA Affiliate incur aggregate liabilities in
connection with a withdrawal from a Multiple Employer Plan or the termination of
a Multiple Employer Plan that have or are reasonably likely to have a Material
Adverse Effect.

      9. AMENDMENTS, ETC.

             No amendment or waiver of any provision of this Note, nor consent
to any departure by the Company therefrom, shall in any event be effective
unless the same shall be in writing and signed by the Holder and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.

      10. NOTICES, ETC.

             All notices required or permitted hereunder shall be in writing and
shall be deemed effectively given: (i) upon personal delivery to the party to be
notified; (ii) when sent by confirmed facsimile if sent during normal business
hours of the recipient, if not, then on the next business day; (iii) five (5)
days after having been sent by registered or certified mail, return receipt
requested, postage prepaid; or (iv) one (1) day after deposit with a nationally
recognized overnight courier, specifying next day delivery, with written
verification of receipt. All communications shall be sent to the address as set
forth on the first page hereof or at such other address as such party may
designate by five (5) days advance written notice to the other parties hereto.

      11. LOST, ETC. SECURITIES.

             Upon receipt of evidence reasonably satisfactory to the Company (an
affidavit of the Holder being satisfactory) of the ownership and the loss,
theft, destruction or mutilation of this Note, and in the case of any such loss,
theft or destruction, upon receipt of an indemnity reasonably satisfactory to
the Company (if the Holder is a financial institution or other institutional
investor, its own agreement being satisfactory) or, in the case of any such
mutilation, upon surrender of this Note, the Company shall, without charge,
issue, register and


                                       12
<PAGE>

deliver in lieu of such Note a new Note of like kind representing the same
rights represented by and dated the date of such lost, stolen, destroyed or
mutilated Note. Any such new Note shall constitute an original contractual
obligation of the Company, whether or not the allegedly lost, stolen, mutilated
or destroyed Note shall be at any time enforceable by any Person.

      12. NO WAIVER; REMEDIES.

             No failure on the part of the Holder to exercise, and no delay in
exercising, any right hereunder or under this Note shall operate as a waiver
hereof, nor shall any single or partial exercise of any right hereunder or under
this Note preclude any other or further exercise thereof or the exercise of any
other right. The remedies herein provided are cumulative and not exclusive of
any remedies provided by law.

      13. COSTS, EXPENSES AND TAXES.

             The Company agrees to pay the Holder on demand after and during the
continuation of an Event of Default all reasonable costs and expenses arising in
connection with the administration, enforcement and collection of this Note and
the other documents to be delivered hereunder, including, without limitation,
reasonable attorneys' fees and expenses and court costs of the Holder with
respect thereto and with respect to advising the Holder as to its rights and
responsibilities under this Note. In addition, the Company shall pay any and all
stamp and other taxes payable or determined to be payable in connection with the
execution and delivery of this Note, or the conversion of this Note to Common
Stock pursuant to Section 7 hereof, and any other documents to be delivered
hereunder, and agrees to save the Holder harmless from and against any and all
liabilities with respect to or resulting from any delay in paying or omission to
pay such taxes.

      14. ENTIRE AGREEMENT.

             This Note and the Note Purchase Agreement contain the entire
agreement and understanding among the parties hereto with respect to the subject
matter hereof and supersede and preempt any prior understandings, agreements or
representations by or among the parties, written or oral, which may have related
to the subject matter hereof in any way.

      15. SUCCESSORS AND ASSIGNS.

             The respective rights and obligations of the Company and the Holder
shall be binding upon and inure to the benefit of their respective successors
and assigns, except that the Company may not assign this Note without the
consent of the Holder; provided, however, that subject to the provisions of this
Note, such consent shall not be required in connection with a merger of the
Company with or into another Person or the sale of all or substantially all of
the assets of the Company.

      16. GOVERNING LAW.

             This Note shall be governed by and construed in accordance with,
and the rights of the parties shall be governed by, the laws of the State of New
York, as if this Note were an agreement to be fully performed in New York.


                                       13
<PAGE>


             IN WITNESS WHEREOF, the Company has caused this 10% Senior
Unsecured Convertible Note to be executed by its duly authorized representative
as of the date first above written.

                                    SERVICEWARE TECHNOLOGIES, INC.



                                    By:
                                       ----------------------------------------
                                          Name:  John Kerkorian
                                          Title:  Secretary





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