EMPLOYMENT AGREEMENT



         This EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as

of January 26, 2004 (the "Effective Date"), by and between ServiceWare

Technologies, Inc. (the "Company") a Delaware corporation, with offices at One

Northshore Center, Suite 503, 12 Federal Street, Pittsburgh, Pennsylvania 15212,

and Kent Heyman (the "Employee"), an individual with a residential address at 15

Stonebridge Lane, Pittsford, New York 14534.



         WHEREAS, the Company desires to employ the Employee, and the Employee

desires to be employed by the Company; and



         WHEREAS, the Company and the Employee desire to enter into this

Agreement to set forth the terms and conditions of their employment

relationship;



         NOW, THEREFORE, in consideration of the mutual covenants and agreements

contained in this Agreement, and other good and valuable consideration, the

receipt and sufficiency of which is hereby acknowledged, the parties agree as

follows:



         1. Term. The term of this Agreement shall commence on the Effective

Date and end on the first anniversary thereof, unless sooner terminated (the

"Term"). Upon termination of this Agreement, the Employee shall only be eligible

for those specific benefits stated in Section 5 below.



         2. Position and Duties. The Employee shall have the positions of

President and Chief Executive Officer of the Company. The Employee agrees to

perform all duties and responsibilities incident to the positions of President

and Chief Executive Officer as the Company's Board of Directors (the "Board")

may determine from time to time. The Employee agrees to abide by the rules,

regulations, instructions, personnel practices and policies of the Company and

any changes therein which the Company may adopt from time to time (the

Employee's position will be based out of the Company's Pittsburgh office, or

such other offices as the Board shall determine from time to time).



         3. Exclusive Services and Best Efforts. The Employee agrees to devote

his best efforts to the diligent, faithful and competent discharge of the duties

and responsibilities attributable to his position as President and Chief

Executive Officer of the Company. To this end, the Employee agrees to devote his

entire business time, attention and energies to the business interests of the

Company and may only participate in or continue to participate in those business

activities or directorships which in no way conflict with the conduct and

completion of his duties for the Company and which are approved by the Board,

which approval shall not be unreasonably withheld.



         4. Compensation and Benefits.The Employee shall receive the following

compensation during the Term:



                  (a) Base Salary. Beginning with the Effective Date, the

Company shall pay the Employee a base salary at the annualized rate of Two

Hundred Twenty-Five Thousand



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Dollars ($225,000.00) (the "Base Salary"), payable in installments in accordance

with the Company's normal payment schedules, but not less often than monthly.

The Employee's Base Salary may be subject to positive adjustment from time to

time, as determined in the sole discretion of the Board or a duly authorized

compensation committee thereof (the "Compensation Committee").



                  (b) Incentive Compensation Bonus. Each calendar year, the

Employee is eligible to receive an annual bonus up to One Hundred Thousand

Dollars ($100,000.00) (the "Bonus") upon the Company and the Employee achieving

certain milestones (the "Milestones"), which shall be established by the

Employee and the Board or the Compensation Committee during the first quarter of

the applicable year. The Board or the Compensation Committee may, at its sole

option, grant the Employee a percentage of the Bonus if he and the Company

achieve a portion, but not all, of the Milestones.



                  (c) Stock Options and Restricted Stock.The Company has

previously granted the Employee restricted stock in the Company and stock

options to purchase shares of the Common Stock of the Company. Such grants shall

not be superseded by this Agreement.



                  (d) Benefit Plans. The Employee shall be eligible to

participate in any and all employee welfare and benefit plans that the Company

establishes and makes available to other Company employees from time to time.

The Company may alter, modify, add to or delete its employee benefit plans at

any time as the Board, in its sole judgment, determines to be appropriate.

Nothing herein shall be construed as requiring the Company to establish or

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