MASTER ALLIANCE AGREEMENT



THIS MASTER ALLIANCE AGREEMENT (this "AGREEMENT") is made and entered into as of

June 30, 2000 (the "EFFECTIVE DATE"), by and between ELECTRONIC DATA SYSTEMS

CORPORATION, a Delaware corporation ("EDS"), and SERVICEWARE TECHNOLOGIES, INC.

a Delaware company ("COMPANY").



The parties agree as follows:



1.       INTERPRETATION.



         1.1      Definitions. As used in this Agreement the following terms

shall have the indicated meanings:



         "Internal Tools" means Company's fact sheets, lead quality checklist,

sample RFP, sample project plan and implementation methodology for the eService

Suite.



         "eService Suite" means Company's products commonly known as the

"eService Suite" of solutions.



         "External Tools" shall mean the following items Company generally uses

for sales of the eService Suite, (i) sales collateral, (ii) a generic customer

presentation, and (iii) whitepaper documents.



         "Plan" is defined in Section 4.4.



         "Related Addendum" has the meaning given to such terms in SECTION 3.2.



2.       TERM.



         2.1      Term. This Agreement will commence on the Effective Date and

will expire thirty-six (36) months thereafter, unless terminated earlier as

provided herein. Notwithstanding anything to the contrary in the foregoing,

unless this Agreement is terminated due to a material breach of a party, this

Agreement shall not terminate prior to the termination of all Related Addendum.



3.       COOPERATION; RELATED ADDENDA.



         3.1      Teaming Agreement to Cooperate. Company agrees to cooperate

with EDS to identify and win mutually beneficial business opportunities. On a

case-by-case basis, Company and EDS may agree to jointly approach a potential

customer (each a "CUSTOMER"). Such agreement will be evidenced by the execution

of a writing, based on a mutually agreeable form of "Teaming Agreement", which

will specify Company's and EDS' rights and obligations in connection with

pursuing such Customer opportunity (each a "TEAMING AGREEMENT"). Each party will

be responsible for its respective products and services, its





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respective costs and expenses related to the pursuit of each Customer incurred

by each party until the parties agree otherwise in writing and for any

warranties and support and maintenance obligations offered by such party to the

Customer. Each party will be responsible for compensating its own employees

(including the payment of all employee benefits) and for their acts and

omissions.



         3.2      Related Addenda. EDS and Company may, from time to time during

the term of this Agreement, wish to expand their relationship to demonstration

license rights, resale rights, finder's fee rights or other mutually agreeable

arrangements and thus may enter into agreements ancillary to this Agreement and

identified as a "Related Addendum" under this Agreement (each a "RELATED

ADDENDUM"). The Related Addenda are intended to supplement the rights and

obligations of the parties thereto beyond the relationship established

hereunder. In the event there is a contradiction between the terms of this

Agreement and a Related Addendum, the terms of the Related Addendum shall

control.



         3.3      Substitution of Product. In the event that EDS is reselling a

Company product to a Customer as permitted pursuant to the terms and conditions

of a written agreement between EDS and Company (including without limitation,

the Master Software License Agreement of even date herewith), EDS shall not

substitute a product from another vendor if such Customer requests a Company

product from EDS, unless such product is not compatible with an overall systems

solution being offered by EDS.



4.       TRAINING AND MARKETING EFFORTS.



         4.1      Training of EDS Personnel.



                  (a)      Informal Training. Company will conduct informal

         training regarding the eService Suite version 3.0 for EDS beginning

         Monday, June 26, 2000. This training will include an overview

         presentation, eService Suite training, user administration training,

         and implementation methodology training.



                  (b)      Formal Training.



                           (i)      Company will develop a formal training

                  certification program regarding the eService Suite for

                  technical and sales personnel of EDS. EDS will provide 1

                  curriculum specialist during a twelve week period ending no

                  later than December 31, 2000 who will work with Company on a

                  full time basis to define, assess and design a formal

                  certification program for the eService Suite version 3.0. The

                  parties anticipate that the following items will be documented

                  during this twelve week period:

                           Project plan and schedule for the twelve week

                           engagement

                           Definition document

                           Analysis document

                           Program design document

                           High level, comprehensive project plan and cost for

                           developing the proposed training program



                               At the end of the twelve week period described

                  above, both parties will execute a certification stipulating

                  that EDS' commitment related to this curriculum obligation is

                  complete. Company will conduct a pilot course for EDS in

                  (location - TBD) on the formal certification program beginning

                  on September 11, 2000.







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                           (ii)     EDS shall provide (x) within 12 months of

                  the Effective Date, a total of twenty (20) technical and/or

                  project management employees to be trained on consulting and

                  systems integration relating to the eService Suite, and (y)

                  within six months of the Effective Date, five (5) business

                  development professionals to be trained regarding the eService

                  Suite. Company shall provide such certification program and

                  materials therefor to these EDS employees required by Company

                  to be trained at no charge. Additional training may be

                  provided by Company upon the mutual agreement of EDS and

                  Company, which additional training and associated materials

                  will be provided at a location mutually agreeable to the

                  parties and at Company's then current rates. Each party shall

                  pay their own travel and expenses related to such training.



                  (d)      EDS shall implement a train the trainer program

         agreeable to Company to train additional EDS personnel for the

         provision of consulting and systems integration expertise related to,

         and sales of, the eService Suite. Such program shall meet or exceed the

         Company certification requirements. EDS will maintain an appropriate

         number of personnel who have successfully completed the formal

         certification program relating to consulting and systems integration

         for the eService Suite. To the extent EDS is provided with eService

         Suite enhancements, modifications and new versions, EDS agrees that all

         such EDS personnel shall stay current with all such enhancements,

         modifications and new versions of Company's eService Suite.



         4.2      Training of Company Personnel. EDS will provide reasonable

sales and pre-sales related information, materials and training for up to 25

Company sales and sales support professionals on EDS services regarding EDS eCRM

and Knowledge Management service offerings, including: hosting, consulting,

project management and systems integration. Such information, materials and

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