<PAGE>


                                                                     EXHIBIT 4.2

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:  June  19, 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 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
<PAGE>

     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 December 19, 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. 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




                                       3
<PAGE>

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, 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.




                                       4
<PAGE>

     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 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 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.



                                       5
<PAGE>

          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.

               (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





                                       6
<PAGE>

          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 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




                                       7
<PAGE>

          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) [Intentionally Omitted]

       (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




                                       8
<PAGE>

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.

     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.




                                       9
<PAGE>

       (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 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




                                       10
<PAGE>

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 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
Multiemployer 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 Multiemployer 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




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<PAGE>

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 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.




                                       12
<PAGE>

     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.

          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:
                                      Title:











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