SERVICEWARE INC.
                   Software License and Distribution Agreement


This Software License and Distribution  Agreement  ("Agreement") is entered into
as of the effective  date set forth below the  signatures of the parties  hereto
("Effective Date"), by and between ServiceWare Inc., a Pennsylvania  corporation
having its principal office at 333 Allegheny Avenue,  Oakmont,  Pennsylvania USA
15139 ("ServiceWare"),  and CyberMedia,  Inc., a Delaware corporation having its
principal  office at 3000 Ocean Park Blvd.,  Santa Monica,  California USA 90405
("Licensee").

ServiceWare has developed and owns the Knowledge-Pak  Viewer(TM) version 1.4 for
stand-alone personal computers and the Knowledge-Pak  Viewer(TM) version 1.4 for
Web-Servers  (collectively  the  ("KPV"))  and the  Knowledge-Pak  Architect(TM)
version 1.4 ("KPA")  products.  Licensee wishes to license from ServiceWare on a
non-exclusive  basis and for an unlimited  term KPV and KPA in Source Code form,
with the exception of Source Code  providing  functionality  excluded in Section
2.4(a) below and Source Code providing Automated Learning functionality, for the
purposes of creating Derivative Works,  creating new functions and sub-licensing
and  distributing KPV and Object Code versions of KPA along with such Derivative
Works and new functions solely embedded in Licensee's products to third parties.
In consideration of ServiceWare granting such license to Licensee and delivering
to Licensee KPV and KPA in Source Code form,  Licensee  will pay  ServiceWare  a
non-refundable  license fee (as  specified in the General  Terms and  Conditions
attached hereto).

NOW  THEREFORE,  in  consideration  of and subject to the premises and covenants
contained in the General Terms and  Conditions  and any Schedules and Amendments
to this Agreement,  all attached hereto, which are made an integral part of this
Agreement,  and intending to be legally  bound,  Licensee and  ServiceWare  have
caused this Agreement to be executed by their duly authorized representatives on
the Effective Date set forth below.

Licensee: CyberMedia, Inc.                  ServiceWare Inc.


By:      /s/ Unni Warrier                            By:      /s/ Ted Teele
           ----------------                                   -------------
         (Signature)                                          (Signature)


Name:    Unni Warrier                                Name:     Ted Teele
         ----------------                                      -------------
         (Type or Print)                                      (Type or Print)


Title:   President and CEO                            Title:   President and COO
         ------------------                                    -----------------
        (Type or Print)                                       (Type or Print)

Effective Date: September 30, 1997

<PAGE>
                                       25




                                SERVICEWARE INC.
                   Software License and Distribution Agreement
                          General Terms and Conditions


1.       Definitions.  The following defined terms are used in this Agreement.

         1.1      "Agreement" is defined in the preamble to this Agreement.

         1.2 "Automated Learning" means the creation or updating of knowledge or
information  in the  Knowledge-Pak  Architect  database  without  utilizing  the
authoring capabilities embedded in KPA.

         1.3 "CIS  Software"  means  software to aid in the process of acquiring
and  retaining  customers,  such as  software  for  managing  customer  service,
internal helpdesks or support centers, field service, and/or sales automation.

         1.4 "CIS Vendors" means  companies or business units of companies where
the  manufacture  or sale of CIS  Software  is a  substantial  portion  of their
revenues. A partial list of CIS Vendors is attached in Schedule D. For companies
with multiple  business  units,  only those business units which  manufacture or
sell CIS Software shall be deemed CIS Vendors.

         1.5 "Confidential  Information" means any information of a party, which
is  reduced to or  embodied  in a  tangible  form and which is either  marked as
confidential  or  designated  in writing at the time of disclosure or within ten
(10) Business Days thereafter as being  Confidential  Information.  Confidential
Information does not include information which: (i) was in the receiving party's
possession without restrictions of confidentiality prior to receipt by the other
party;  (ii) is or becomes public knowledge  because of events other than an act
or failure to act by the receiving  party or anyone under the receiving  party's
direct or indirect control;  or (iii) is or has been independently  developed by
the receiving  party,  provided that such  development  was  accomplished by the
receiving  party or on its  behalf  without  the use of,  or any  reference  to,
Confidential Information.

         1.6 "Corporate  Products and Services"  means those  Licensee  products
which are directed  primarily at the large entity corporate user market, and not
at the single end user retail market.

         1.7 "Corporate Revenue" is defined in Section 3.2 of this Agreement.

         1.8  "Derivative  Work"  means a work  that is  based  upon one or more
pre-existing  work(s) and that,  if prepared  without the  authorization  of the
owner of the pre-existing work(s), would constitute a copyright infringement.

         1.9 "Designated  Contacts" mean the employees of Licensee authorized to
receive Support Services.  The initial Designated Contacts are identified on the
Licensee Information Schedule attached hereto as Schedule B.

         1.10 "Distribute" means to market,  promote, sell, assign,  distribute,
license,  sub-license,  lease,  disclose  or  otherwise  transfer to any Person,
including a Subsidiary of the transferor. A Distribution shall be deemed to have
occurred at the earliest time that the item  Distributed is shipped or otherwise
leaves the possession of the transferor.

         1.11 "Effective Date" is defined in the preamble to this Agreement.

         1.12  "Incentive Payments" is defined in Section 3.2 of this Agreement.

         1.13  "Intellectual  Property  Rights" means all forms of  intellectual
property  rights and protections  that may be obtained and may include,  without
limitation  all right,  title and interest in and to: (i) all letters patent and
all filed, pending or potential  applications for letters patent,  including any
<PAGE>
                                       26


reissue,   reexamination,   division,   continuation   or   continuation-in-part
applications  throughout the world now or hereafter filed;  (iii) trade secrets,
and all trade secret rights and equivalent  rights arising under the common law,
state  law,  federal  law and  laws  of  foreign  countries;  (iv)  mask  works,
copyrights, other literary property or authors' rights, whether or not protected
by copyright or as a mask work,  under  common law,  state law,  federal law and
laws of foreign countries; and (v) Marks.

         1.14 "KPA" is defined in the preamble to this  Agreement and is further
defined  to  mean  the  version  of the  Knowledge-Pak  Architect  available  on
September   30,  1997,   including   all  relevant  and   available   technical,
architectural,  and user  documentation  and including the publishing module for
Inference's  CBR II format,  but  specifically  excluding (a) code providing the
functionality  defined in Section 2.5(a) below and (b) Source Code providing any
Automated Learning functionality.

         1.15 "KPV" is defined in the preamble to this  Agreement and is further
defined to mean the version of the  Knowledge-Pak  Viewer available on September
30, 1997, including all relevant and available technical, architectural and user
documentation,  but specifically  excluding (a) code providing the functionality
defined in Section  2.5(a)  below and (b) Source Code  providing  any  Automated
Learning functionality.

         1.16     "Licensee" is defined in the preamble to this Agreement.

         1.17 "Licensee  Products" means  Licensee's First Aid '98, OEM products
and other  CyberMedia  products  with KPV and KPA in Object  Code form  embedded
therein,  provided  such  products  shall be used solely for the  function of PC
Help.

         1.18  "Licensee  Technology"  means any products  developed by Licensee
that are not Derivative Works of KPV or KPA.

         1.19 "Marks" mean the  proprietary  indicia,  trademarks,  trade names,
symbols,  logos and/or brand names under common law, state law,  federal law and
laws of foreign  countries owned or controlled by a party that are  commercially
identified  or  associated  with such party  and/or  one or more of the  party's
products,  which are listed on the Marks Schedule  attached hereto as Schedule A
and which may be added to such  Schedule  by the party from time to time  during
the Term.

         1.20 "Object Code" means  machine-readable  program code containing the
 actual computer instructions,  after translation by a compiler,  including both
 the output of compilers and linking loaders.

         1.21  "OEM"  means  to  Distribute  Licensee  Products,   either  on  a
standalone  basis or as part of another  company's  product,  without  using the
CyberMedia brand name.

         1.22 "PC  Help"  means  assisting  users  of  personal  computers  with
problems related to usage of the hardware,  application software,  and operating
system software of those personal computers.
<PAGE>
                                       27


         1.23 "Person" means any individual,  sole proprietorship,  partnership,
joint venture, trust,  unincorporated  organization,  association,  corporation,
institution,  public  benefit  corporation,  entity  or  government,  including,
without limitation, any Subsidiary,  instrumentality,  division, agency, body or
department thereof.

         1.24 "Publish" means to convert data from the  Knowledge-Pak  Architect
database into a format that may used by another product.

         1.25   "Modification   Error"  means  any  problem  introduced  through
modifications to KPA and/or KPV made by a party other than  ServiceWare,  unless
the modification was made at ServiceWare's specific written direction.

         1.26  "Severe  Error"  means  when KPA  and/or  KPV  fails to  function
according  to its  published  documentation  and  Licensee  is unable to proceed
without a fix to the problem or a workaround solution provided by ServiceWare.
Modification Errors are not Severe Errors.

         1.27     "ServiceWare" is defined in the preamble to this Agreement.

         1.28  "Source  Code" means  machine-  or  human-readable  program  code
expressed in a form suitable for modification by humans.

         1.29  "Subsidiary"  means a Person in which the specified  party owns a
majority of the outstanding  shares,  securities,  or other ownership  interests
representing  the right to vote for the election of directors or other  managing
authority;  provided,  however, that in any country where the local law does not
permit  foreign  equity  participation  of at least  50%, a  "Subsidiary"  shall
include  any  Person  organized  under  the laws of such  country  in which  the
specified  party owns the  maximum  percentage  of  outstanding  shares or other
ownership  interests  permitted  by local law,  so long as the  specified  party
exercises actual control over the Person's  operations.  A Person will be deemed
to be a Subsidiary only so long as such ownership exists.

         1.30 "Term" means the initial  term and any renewal  terms as set forth
in Article 13.

         1.31 "Third Party  Agreements"  means  agreements  ServiceWare has with
third parties,  attached as Schedule C, to incorporate their technology into the
KPA or KPV products.

2. License Grants, Source Code Escrow and Release and Exclusivity.

         2.1 Grant of License to KPV.  Subject  to the terms and  conditions  of
this Agreement and solely for the purposes of enabling  Licensee to embed KPV in
Object Code form in Licensee's  Products and support and maintain such products,
ServiceWare hereby grants Licensee,  during the Term and continuing indefinitely
thereafter,  a non-exclusive,  non-transferable  (except as set forth in Section
2.11 below) license to:

                  (a)  install,  store,  read,  copy,  modify,  use  and  create
                       Derivative Works of the KPV Software Source Code,

                  (b)  compile  into  Object  Code form the KPV Source  Code and
                       Derivative Works thereof,

                  (c)  execute  and use the  Object  Code  resulting  from  such
                       compilation, and

                  (d)  install,  store,  read,  modify,  copy,  use  and  create
                       Derivative  Works  of  any  related  technical  and  user
                       documentation provided to Licensee by ServiceWare.

                  The license grant to KPV hereunder  includes a sub-license  in
Object Code form to the Verity,  Inc. Search `97 technology,  which  sub-license
shall be in effect for up to two (2) years from the Effective Date.  Thereafter,
<PAGE>
                                       28


Licensee shall license the Verity Search `97 product directly from Verity,  Inc.
and ServiceWare shall have no further  responsibility to provide and sub-license
such technology to License.

         2.2 Grant of Source License to KPA. Subject to the terms and conditions
of this Agreement and solely for the purposes of enabling  Licensee to embed KPA
in Object Code form in  Licensee's  Products  and to support and  maintain  such
products,  ServiceWare  grants  to  Licensee,  during  the Term  and  continuing
indefinitely thereafter a non-exclusive,  non-transferable  (except as otherwise
set forth herein) license, to:

                  (a)  install,  store,  read,  copy,  modify,  use  and  create
                       Derivative Works of the KPA Software Source Code,

                  (b)  compile  into  Object  Code form the KPA Source  Code and
                       Derivative Works thereof,

                  (c)  execute  and use the  Object  Code  resulting  from  such
                       compilation, and

                  (d)  install,  store,  read,  modify,  copy,  use  and  create
                       Derivative  Works  of  any  related  technical  and  user
                       documentation provided to Licensee by ServiceWare.

         2.3  Grant  of  License  to  Distribute  KPV and KPA  Object  Code  and
Documentation.   Subject  to  the  terms  and  conditions  of  this   Agreement,
ServiceWare   hereby  grants  to  Licensee,   during  the  Term  and  continuing
indefinitely   thereafter,   a   non-exclusive,   non-transferable,   worldwide,
royalty-free license, either directly or through Distributors,  to reproduce and
Distribute  KPV and/or KPA in Object  Code form only  solely  embedded in and as
part of the Licensee Products to Licensee's customers.
         2.4 Grant of License to Use Marks.  Subject to the terms and conditions
of this Agreement,  ServiceWare  hereby grants to Licensee,  during the Term and
continuing  indefinitely  thereafter,  a license to use  ServiceWare's  Marks in
accordance with Article 6 of this Agreement.

         2.5     Distribution  Conditions.  The licenses  granted under Sections
 2.1 and 2.2 are  conditioned  upon and subject to the following restrictions:

                  (a)  Licensee  shall  not allow the CIS  Software  to  perform
         Automated  Learning  functionality  in KPA or KPV or  Derivative  works
         thereof within  Licensee's  Products for a period of twelve (12) months
         from the Effective Date. Licensee,  Licensee's customers and Licensee's
         Distributors shall not Publish in any manner the knowledge developed in
         KPA  and/or  KPV  and  any   Derivative   Work  thereof  for  use  with
         non-Licensee  Products  and/or  on  any  non-Licensee  supplied  client
         viewer, with the exception of Inference's CBR II product.

                  (b)  Content  modified  by  users  of KPA  and/or  KPV and any
         Derivative  Work thereof  shall only be viewable  within the version of
         KPV and/or KPA (as the case may be) embedded in the  Licensee  Products
         or within Inference's CBR II product.

                  (c) Licensee may  Distribute,  and may permit a Distributor to
         Distribute,   Licensee's  Products  under  Section  2.2  only  if  such
         distribution  is  subject  to a  written  license  agreement  with  the
         Licensee customer,  or at Licensee's option, a "shrinkwrap" or Internet
         "click" form of  agreement.  All such license  agreements  must contain
         provisions that:

                           (i) provide that the  Licensee  customer may only use
                  the Licensee  Product for its own internal  business  purposes
                  and  prohibit  the  Licensee   customer  from   sub-licensing,
                  transferring or otherwise  disclosing the Licensee  Product or
                  any portion thereof to any other Person;
<PAGE>
                                       29


                           (ii)  require  the  Licensee  customer  to  copy  the
                  Licensee   Product  only  as  explicitly   permitted  in  such
                  agreement;

                           (iii) require the Licensee  customer to retain and/or
                  affix to any copies of the  Licensee  Product  those  Marks or
                  other  proprietary  notices  that appear on or in the original
                  KPV and KPA products or as designated by ServiceWare;

                           (iv) contain the  agreement of the Licensee  customer
                  not to reverse  engineer or reverse compile or disassemble the
                  Licensee  Product to attempt to gain access to the  underlying
                  Source Code; and

                   (d) Each Distributor must enter into a written agreement with
         its  supplier  of  Licensee   Products   (i.e.,   Licensee  or  another
         Distributor)  before any such  Licensee  Product is  furnished  to that
         Distributor. Such agreement must include provisions consistent with and
         containing the relevant  substance of Section  2.4(a) above,  and which
         are not  contradicted  by or in conflict with other  provisions in such
         agreement or any other agreement relating to the Licensee Products.

                  (e)  Licensee  shall use its best  efforts to enforce all such
         license  agreements  with  Distributors  and Licensee  customers to the
         extent  Licensee  does so  with  its own  products,  but at a  minimum,
         Licensee  shall use no less than  commercially  reasonable  efforts  in
         enforcing such license agreements.

                  (f) CIS Vendors shall not Distribute  Licensee  Products for a
         period  of 12 months  after the  Effective  Date.  During  the 12 month
         period  beginning one year after the Effective  Date,  for each sale of
         Licensee  Products  Distributed  by CIS  Vendors,  Licensee  shall  pay
         ServiceWare the greater of (i) $1 per customer licensed to use Licensee
         Products or (ii) 1% of Licensee's  gross  revenues  (less  returns) for
         such sales.


         2.6.     Source Code Escrow and Release to End-Users.

                  (a)      Source Code Escrow with a Third Party Escrow Agent.

                           (i)  To  satisfy  potential  escrow  requirements  of
                  Licensee's major customers,  Licensee may escrow a copy of the
                  KPA and KPV Source Code with a single third party escrow agent
                  located in the United  States that is mutually  acceptable  to
                  ServiceWare  and  Licensee.  The terms of the escrow  with the
                  escrow agent shall be as mutually  acceptable to  ServiceWare,
                  Licensee and the escrow agent.

                           (ii) Licensee  shall promptly  notify  ServiceWare of
                  the  identity  of any  Licensee  customers  for  which  it has
                  escrowed a Source Code copy of the Licensee Products.

                  (b)      Release of Source Code to End-Users.

                           (i) If Licensee  permanently  ceases  operations  and
                  ServiceWare is unwilling, itself or through a designated third
                  party, to provide support services to Licensee customers, then
                  those  Licensee  customers who (1) currently have a fully-paid
                  support agreement with Licensee for Licensee Products, and (2)
                  upon  licensing the Licensee  Products,  required  Licensee to
                  escrow the Source Code of Licensee Products,  may request that
                  the  escrow  agent  release a copy of the  Source  Code of the
                  Licensee  Products,  including KPA and/or KPV (as the case may
                  be), to such Licensee customer.

                           (ii) Upon receipt of such  request,  the escrow agent
                  will promptly notify ServiceWare of such request.  ServiceWare
<PAGE>
                                       30

                 
                  will  have ten (10)  Business  Days from the  receipt  of such
                  request to, in good  faith,  contest the release of the Source
                  Code of the Licensee  Products,  including  KPA and/or KPV (as
                  the case may be), to the  Licensee  Customer.  If  ServiceWare
                  contests  such  release,  then the Source Code of the Licensee
                  Products, including KPA and/or KPV (as the case may be), shall
                  not be released to the Licensee Customer until such dispute is
                  resolved.

                           (iii) If  ServiceWare  does not contest  such release
                  within ten (10) Business Days of the receipt of the request to
                  release the Source Code of the  Licensee  Products,  including
                  KPA and/or KPV (as the case may be),  then the Source  Code of
                  the Licensee  Products,  including KPA and/or KPV (as the case
                  may be), shall be released to the Licensee customer, and, upon
                  such  release,  the  Licensee  customer  is  hereby  granted a
                  limited, non-exclusive,  non-transferable perpetual license to
                  use the Source Code of the Licensee  Products,  including  KPA
                  and/or KPV (as the case may be),  solely  for the  maintenance
                  and support of its use of the  Licensee  Products as specified
                  in its license agreement with Licensee.  The Licensee customer
                  may not distribute to any third party in any manner the Source
                  Code of the Licensee  Products,  including  KPA and/or KPV (as
                  the case may be), or any portion thereof.

         2.7 Limited Use of KPV and KPA.  Except as set forth in this Article 2,
Licensee and  Licensee's  Distributors  shall not  Distribute  KPV and/or KPA in
Source  Code or Object  Code  form,  in whole or in part,  to any  third  party,
including, without limitation, Subsidiaries (except as set forth in Section 2.11
below).  Licensee  shall use the KPA Source  Code  solely  for the  development,
Distribution and support purposes described in this Article 2, and shall not use
the KPA  Source  Code or any  part  thereof  for any of  Licensee's,  Licensee's
customers' or Licensee's Distributors' other business purposes.

         2.8 No  Restrictions  on Future  Development.  Neither  party  shall be
restricted  from  developing  products or functions  for KPA, KPV or  Derivative
Works thereof as a result of any exchange between the parties of trade secret or
other information of a confidential nature.

         2.9  Exclusivity.  Except upon the prior  written  consent of Licensee,
ServiceWare  agrees  that it will not  license the KPA and/or KPV Source Code to
any third party for the purpose of providing PC Help for a period of twelve (12)
months from the Effective  Date.  Licensee may withhold or decline to grant such
request in its reasonable business judgment. Such restriction shall not apply to
potential  customers  who will use the KPA and/or KPV Source  Code for  internal
purposes  and/or support solely of their own  customers.  Licensee  acknowledges
that  ServiceWare has existing  relationships  with  competitors of Licensee for
such  parties  to market KPV and/or  KPA and  nothing  in this  Agreement  shall
restrict ServiceWare from fulfilling its obligations under such relationships or
of  entering  into other  relationships  that do not  violate  the terms of this
Section 2.8.

         2.10 Third Party  Agreements.  Licensee  understands  that  ServiceWare
cannot provide the Source Code for software  provided to ServiceWare under Third
Party Agreements.  Licensee further agrees that it must comply as a sub-licensee
to the sub-licensee  specific terms of those Third Party Agreements,  a complete
list of which is attached as Schedule D.

         2.11 Conditions for Transfer of the KPV and KPA Licenses.  Licensee may
transfer its license rights granted  pursuant to Sections 2.1 and 2.2 above to a
Subsidiary  or a third  party  (except  in event of a change of  control as more
fully  described in this Section  2.11) only upon the prior  written  consent of
ServiceWare,  which consent  ServiceWare may withhold or decline to grant in its
reasonable business judgment.  Upon the occurrence of a change in control of the
ownership  of  Licensee,  whether by sale of assets,  merger,  consolidation  or
otherwise, Licensee shall promptly notify ServiceWare of such event.

         2.12 Use of KPA and KPV by Licensee's  Subsidiaries and Consultants for
the Purpose of  Supporting  Licensee.  Licensee may allow a Subsidiary  or third
party  consultant  of  Licensee  to use KPA and/or KPV in Source Code and Object
Code  forms  solely  for the  purpose  of such  Subsidiary  and/or  third  party
consultant (as the case may be) assisting  Licensee in its use of KPA and/or KPV
<PAGE>
                                       31


pursuant to the provisions of this Agreement. Licensee shall (a) be fully liable
for the actions of such Subsidiary and/or third party consultant in such party's
use of KPA  and/or  KPV,  (b)  maintain  control  over any and all copies of KPA
and/or  KPV  Licensee  provides  to  such  Subsidiary  and/or  the  third  party
consultant and any copies of the same made by such Subsidiary and/or third party
consultant and (c) obtain from such Subsidiary and/or third party consultant any
and all copies of KPV and KPA in such party's  possession  upon  termination  or
completion of such party's assistance to Licensee for which it received .

         2.13  Embedding  Requirement.  For purposes of this  Agreement  and the
license rights granted hereunder, Licensee shall embed KPV and KPA in Licensee's
Products so that the total functionality provided by KPA and/or KPV (as the case
may be) will not  comprise  a  substantial  portion  of the total  functionality
provided by each Licensee Product.

3.       Payments.

         3.1 Payments.  In  consideration  of the licenses granted in Article 2,
Licensee  shall pay to  ServiceWare,  without  set-off  or other  deduction  the
following  guaranteed  payments on the dates set forth below by way of bank wire
transfer to ServiceWare's designated bank account:

                  (a)      October 1, 1997.                   **.

                  (b)      December 31, 1997.                 **.

                  (c)      March 31, 1998.                    **.

                  (d)      June 30, 1998.                     **.

                  (e)      September 30,1998.                 **.

         3.2 Incentive  Payments and Reporting.  In addition to the payments set
forth in Section 3.1 above,  Licensee shall make additional payments ("Incentive
Payments") to  ServiceWare of up to **, which amount payable shall be calculated
based on the total  revenue less returns  from  Corporate  Products and Services
("Corporate Revenues") as follows:

                  (a) For the calendar year 1998, (i) if Corporate  Revenues are
         less than **, then the Incentive Payment shall be **; (ii) if Corporate
         Revenues equal or exceed **, the Incentive Payment shall be **, and for
         each additional  dollar of Corporate  Revenue in excess of ** up to **,
         the Incentive  Payment shall be increased by **; and (iii) if Corporate
         Revenues equal or exceed **, then the Incentive Payment shall be **.

                  (b) For the calendar year 1999, (i) if Corporate  Revenues are
         **, then the Incentive Payment shall be **; (ii) if Corporate  Revenues
         equal or exceed **,  the  Incentive  Payment  shall be **, and for each
         additional  dollar of  Corporate  Revenue in excess of ** up to **, the
         Incentive  Payment  shall be  increased  by **; and (iii) if  Corporate
         Revenues equal or exceed **, then the Incentive Payment shall be **.

                  Any incentive  payments due pursuant to this Section 3.2 shall
be paid to ServiceWare within thirty (30) days following the end of the calendar
quarter in which the respective Corporate Revenue milestones were achieved based
upon a report  provided by Licensee to ServiceWare by the 10th day following the
end of the  respective  quarter.  The report shall be  completed  in  sufficient
detail to compute the Incentive Payments referred to in this section.

         3.3 Withholding of Payments.  Licensee may withhold  payments,  pending
resolution of any outstanding Severe Errors by ServiceWare or if ServiceWare has
violated the exclusivity  provisions set forth in Section 2.9 of this Agreement.
In no event may Licensee  withhold the payment due on September  30, 1997.  Once
<PAGE>
                                       32


all Severe Errors have been  resolved,  Licensee must remit to  ServiceWare  all
payments that have been withheld within five business days.

         3.4 Service  Charges.  Licensee shall pay a service charge equal to the
lower of one and  one-half  percent  (1 1/2%)  per  month  or the  highest  rate
permitted by applicable law on all money amounts  payable by Licensee under this
Agreement that are not paid within thirty (30) days of the due date.

         3.5 Currency.  All money payments to be made under this Agreement shall
be made in U.S. dollars and all money amountsstated herein are in U.S.
dollars.

         3.6 Taxes.  Licensee  shall  assume and pay for all duty,  sales,  use,
transfer,  value  added  and other  excise  taxes or other  charges,  including,
without limitation any applicable interest and penalties imposed with respect to
this Agreement and the provision of any products or services  hereunder,  except
for taxes on ServiceWare's income. Should Licensee claim exemption from any such
duty, tax or other charge,  Licensee shall furnish  ServiceWare with appropriate
executed  exemption  certificates,   in  accordance  with  applicable  laws  and
regulations, and Licensee agrees to indemnify and hold harmless ServiceWare from
all charges and expenses  (including  legal fees and expenses) that  ServiceWare
may incur if any such exemption is challenged or denied or interest or penalties
are incurred as a result thereof.

         3.7 Billing and Payments Addresses. Unless specifically provided for in
this Agreement, any payments,  taxes, or other amounts due shall be made payable
to  ServiceWare at the address set forth in Section 14.2 of this Agreement or at
such other address as Licensee may specify from time to time based upon invoices
provided by ServiceWare.

         3.8 Audit.  Licensee  agrees to keep all usual and proper  records  and
books  of  accounts  and all  usual  and  proper  entries  therein  relating  to
sub-licensing  of  KPA  and  KPV.  Upon  ServiceWare's  request,  at a  mutually
agreeable  time,  but not more than once in a  calendar  year,  ServiceWare  may
appoint at its own expense an independent  accounting  firm  ("Auditor"),  which
Licensee may disapprove  only for valid and  reasonable  business  reasons.  The
Auditor shall be provided  reasonable  access during  Licensee's normal business
hours to the manufacturing, accounting, shipment, and other financial records as
may be required of Licensee for purposes of auditing the  royalties and payments
due. In the event that any  underpayment  disclosed by the audit is greater than
ten percent (10%) of the total royalties due for the audited  quarter,  Licensee
agrees to reimburse ServiceWare for all reasonable expenses of such audit.

4.       Delivery and Installation.

         4.1 Shipment.  ServiceWare  shall deliver to a common  carrier,  F.O.B.
ServiceWare headquarters in Pittsburgh, Pennsylvania, KPV and KPA in Source Code
form and any relevant  technical and user documentation for shipment to Licensee
at the  address  set forth in Section  14.2 of this  Agreement  or at such other
address as Licensee may provide to ServiceWare prior to shipment. Licensee shall
pay all shipping expenses from ServiceWare headquarters to Licensee's location.
         4.2 Loss of  Media.  If media  are lost or  damaged  during  the  Term,
ServiceWare  will replace such media at no cost to Licensee.  Licensee shall pay
all shipping charges associated with replacing such media.

5. Ownership, Intellectual Property Rights, Confidential Information and Copies.

         5.1 Ownership and Intellectual Property Rights. ServiceWare retains all
ownership  rights in KPV and KPA,  including any and all  Intellectual  Property
Rights in the same,  except that Licensee shall own any (a) Derivative  Works it
creates  of KPV and/or  KPA that  constitute  original  works of  authorship  by
Licensee and (b) the  Licensee  Technology.  To the extent  necessary to confirm
these  rights  in  ServiceWare,  Licensee  hereby  assigns  to  ServiceWare  all
ownership  rights  and  Intellectual  Property  Rights  it may now or  hereafter
possess in KPV and KPA, except for Derivative Works it creates of KPV and/or KPA
and the Licensee Technology,  and each party agrees to execute all documents and
<PAGE>
                                       33


take all  actions  that the other  party  reasonably  requests  for the party to
confirm  such  assignments  and for  filing  in the  United  States or any other
jurisdiction.

                  Licensee's  ownership in any and all Derivative Works it makes
or has made of KPV and/or KPA shall not create, cause or imply any greater right
or license in the underlying ServiceWare work than has been expressly granted in
this Agreement.  Licensee must identify any such  Derivative  Works it registers
with the United States Copyright Office,  the United States Patent and Trademark
Office and/or other similar office in any foreign  jurisdiction  as constituting
derivatives of preexisting works of ServiceWare.

         5.2 Copies;  Preservation of Marks in Copies.  Licensee may make copies
of KPV and KPA or any part thereof,  provided that its use of all such copies is
in accordance with the terms of Article 2 of this Agreement.  Licensee shall not
remove any ServiceWare  Mark or other  proprietary  notice that appears on or in
the copies of KPA or KPV delivered to Licensee,  and Licensee  shall retain such
ServiceWare  Marks and notices on all whole or partial copies of KPV and KPA and
any Derivative Works thereof, except as otherwise provided for herein.

         5.3      Confidential Information.

                  (a) Each party (the  receiving  party) shall not,  without the
         prior  written  consent  of the  other  party  (the  disclosing  party)
         provide,   disclose,   transfer  or  otherwise   make   available   any
         Confidential  Information  of the disclosing  party,  or any portion or
         copy  thereof,  to  any  person,  including  Subsidiaries,  unless  the
         receiving  party  first  obtains the  express  written  approval of the
         disclosing  party.  The  receiving  party  shall  give  access  to  the
         disclosing party's  Confidential  Information solely to those employees
         and agents with a need to have access  thereto,  and who have agreed to
         protect  such   Confidential   Information  in  accordance   with  this
         Agreement. The receiving party shall take the same security precautions
         to protect against  disclosure or unauthorized use of such Confidential
         Information  that it takes with its own  confidential  information of a
         similar  kind,  which  in no  event  shall  be less  than a  reasonable
         standard of care to prevent any such  disclosure or  unauthorized  use.
         The  receiving  party  shall  not be in  breach  of this  provision  if
         Confidential  Information is disclosed (i) with the disclosing  party's
         prior  written  approval  or (ii)  pursuant  to any order of a court of
         competent  jurisdiction or duly authorized regulatory agency,  provided
         that  reasonable  steps  are taken by the  receiving  party to give the
         disclosing  party  sufficient  prior  notice in order to  contest  such
         order.  The receiving party agrees to provide the disclosing  party (at
         no  expense to the  disclosing  party) all  reasonable  assistance  and
         documents the disclosing party may request in contesting such order.

         (b) In addition to any  information  provided  by  ServiceWare  that is
         marked  "confidential",  the KPV and KPA Source  Code and all terms and
         conditions  related to  ServiceWare's  pricing to Licensee shall be the
         Confidential Information of ServiceWare.

         (c) In the case of disclosures  required by U.S.  regulatory  agencies,
         the parties shall make best efforts to keep confidential business terms
         from being made public, and shall, at a minimum, redact as confidential
         business information the pricing terms and other financial  information
         contained  herein,  the  names  of the  ServiceWare  products  provided
         hereunder  and that  ServiceWare  has  granted  Licensee a Source  Code
         license to KPA and KPV.

         5.4 Publicity.  ServiceWare and Licensee will not publicize in any news
media,  advertising or promotional  material,  financial  documents or otherwise
disseminate,  any information  regarding the terms of this Agreement without the
prior express  written  consent of each other.  The  obligations of Licensee and
ServiceWare  under  this  Section  5.4 shall  survive  any  termination  of this
Agreement.

         5.5 Unauthorized  Use. Licensee agrees that, during and after the Term,
Licensee  shall not: (a) develop,  acquire or market  materials or products that
utilize  or  incorporate,  without  authorization,   ServiceWare's  Intellectual
Property Rights and/or Confidential Information;  or (b) except as otherwise set
<PAGE>
                                       34


forth herein, use any portion of KPV and KPA or any Derivative Work thereof in a
form that is not embedded in a Licensee product.

6.       Ownership and Use of Marks.

         All  ServiceWare  Marks and Marks included in KPV and KPA are and shall
remain the  exclusive  property of  ServiceWare.  Except as otherwise  set forth
herein or as agreed in advance  and in writing by  ServiceWare,  Licensee  shall
retain  on  each  copy of  each  Licensee  Product  it  distributes,  and on all
containers and storage media  associated with such Licensee  Product,  all Marks
and other  proprietary  notices  contained  in KPV,  KPA  and/or  designated  by
ServiceWare,  and Licensee shall not alter,  erase, deface or overprint any such
Marks or notices. In addition to the foregoing:

                  (a)  Licensee  shall  adhere  and  conform  to the  guidelines
         provided  by   ServiceWare   from  time  to  time   concerning  use  of
         ServiceWare's Marks and Marks contained in KPV and KPA;

                  (b) the right to use  ServiceWare  Marks and Marks included in
         KPV and KPA shall not bear a royalty in addition  to the  consideration
         specified under Article 3 of this Agreement;

                  (c)  Licensee  shall have no right  hereunder  to include  any
         ServiceWare  Marks  included  in KPV and KPA in its  corporate  name or
         combine any such Marks with any other Mark  without  the prior  express
         written consent of ServiceWare; and

                  (d) all proprietary rights and goodwill in ServiceWare's Marks
         and Marks  included  by  ServiceWare  in KPV and KPA shall  remain  the
         property of  ServiceWare  and any use thereof by  Licensee,  Licensee's
         customers  and  Licensee's  Distributors  hereunder  will  inure to the
         benefit of ServiceWare.

         Licensee  shall  make the  following  use of  ServiceWare's  Marks  and
proprietary notices:

                  (a) For Licensee  Products  that  Licensee  sells  directly to
         Licensee's customers,  Licensee shall maintain ServiceWare's  copyright
         notice  in such  products  and  provide  a notice  in the  "about"  box
         mutually agreeable to the parties. All other uses,  including,  without
         limitation,   uses  of  product  packaging,   naming,   collateral  and
         advertising, shall be as mutually agreed by the parties.

                  (b) For OEMs, in which Licensee  provides the Licensee Product
         under  private  label  branding,  Licensee  shall only be  required  to
         maintain ServiceWare's copyright notice in the Licensee Product.

7.       Representations and Warranties.

         7.1 General Representations and Warranties of the Parties.  ServiceWare
warrants  that it has all  rights  necessary  to grant the  licenses  granted to
Licensee hereunder.  Each party represents and warrants that it is authorized to
enter into this Agreement and that the  representative of the party signing this
Agreement is duly authorized by the party to act therewith.

         7.2 NO WARRANTY.  EXCEPT AS OTHERWISE SET FORTH HEREIN, KPV AND KPA ARE
PROVIDED "AS IS," AND SERVICEWARE  HEREBY  DISCLAIMS ALL WARRANTIES,  EXPRESS OR
IMPLIED,  INCLUDING ANY IMPLIED  WARRANTIES OF  MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.

8.       Support Services and Training

         8.1 General  Terms.  ServiceWare  shall  provide  the Support  Services
defined in Schedule B to Licensee for one year. After that time, ServiceWare may
continue  the Support  Services  to Licensee on an annual fee basis,  subject to
mutual agreement by the parties on such annual fee.
<PAGE>
                                       35


         8.2 No Obligation.  Licensee is under no obligation to subscribe to the
Support Services.  The licenses granted in this Agreement shall not be dependent
upon  Licensee's  purchase  of Support  Services or the  termination  of Support
Services for any reason.

         8.3  Training  and  Transition  Effort.  ServiceWare  shall  provide to
Licensee,  at a mutually agreed time, beginning within thirty (30) days from the
Effective Date, the following transition and training services:

                  (a) One (1) reasonably  qualified  Software engineer for up to
         six (6) weeks of detailed engineering-level Source Code transition work
         and training geared towards  integration  and technical  support of the
         Software with the Licensee product line, at Licensee's  location.  Each
         party  shall bear its own  expenses in  providing  and  attending  such
         services,  except that Licensee shall be responsible for  ServiceWare's
         Software  engineer's  reasonable  and  documented  travel,  shelter and
         subsistence  costs in  performance  these  services,  to be approved by
         Licensee in writing.

                  (b)  Additional  transition  and  training  services  for  the
         Software and Documentation may be requested by Licensee and provided by
         ServiceWare  upon such  terms and  conditions  and at such rates as the
         ServiceWare  offers  generally  or provides to other third  parties for
         similar services.

9. Intellectual Property Indemnification,  Limits of Liability and Obligation to
Assist.

         9.1 Indemnification by ServiceWare.  ServiceWare, at its expense, shall
defend,  indemnify  and hold  harmless  Licensee  from any claim or suit brought
against  Licensee  alleging that the version of KPV and KPA provided to Licensee
by  ServiceWare  under this  Agreement  infringes  any third party  Intellectual
Property  Right,  provided that Licensee  gives  ServiceWare  (a) prompt written
notice of such claim or suit,  (b) the sole  authority  to defend and settle the
same, and (c) at no expense to Licensee, any information or assistance requested
by ServiceWare in connection  with such defense or settlement.  Licensee may, at
its option and at no expense to  ServiceWare,  participate in and/or observe the
defense of such claim or suit.

         9.2  Remedies.  If the use of the  version of KPV and KPA  provided  to
Licensee by ServiceWare  under this Agreement is enjoined by an order of a court
of  competent  jurisdiction  because  of a claim of  infringement  of any  third
party's  Intellectual  Property Rights, or, if ServiceWare believes that such an
order  is  likely,   then  ServiceWare,   at  no  expense  to  Licensee  and  at
ServiceWare's  option, may use reasonable  commercial efforts to (a) procure for
Licensee  the right to  continue  using  such  version in  accordance  with this
Agreement  or (b) modify such  version so that it becomes  non-infringing  while
materially conforming to KPV and KPA specifications (as the case may be).

         9.3 Exclusion from Indemnification. ServiceWare shall have no liability
for any claim of  infringement  based on use of the  version  of KPV  and/or KPA
provided to Licensee by ServiceWare  under this Agreement that has been modified
or combined with other software,  if the infringement would have been avoided by
use of the unmodified or uncombined version.

         9.4 Indemnification by Licensee.  Licensee shall defend,  indemnify and
hold harmless  ServiceWare  from any claim or suit brought  against  ServiceWare
alleging that any Licensee  Technology or any Derivative  Work of KPV and/or KPA
or any part thereof created by Licensee infringes any third party's Intellectual
Property  Rights to the extent  that such claim or suit  arises from the acts of
Licensee,  its  employees,   agents  or  representatives,   including,   without
limitation,  such  parties'  actions  in  modifying,  marketing,   Distributing,
exporting  or  supporting  KPV  and  KPA or any  part  thereof  or the  Licensee
Products.

         9.5  LIMITATION  OF  LIABILITY.  THIS  ARTICLE 9 SETS  FORTH THE ENTIRE
LIABILITY  OF  SERVICEWARE  WITH  RESPECT  TO  INFRINGEMENT  OF A THIRD  PARTY'S
INTELLECTUAL PROPERTY RIGHTS, AND SERVICEWARE SHALL HAVE NO ADDITIONAL LIABILITY
OR DUTIES WHATSOEVER WITH RESPECT TO ANY CLAIMED OR PROVEN INFRINGEMENT.
<PAGE>
                                       36


         9.6 Obligation to Inform and Assist.  Licensee  shall  promptly  notify
ServiceWare  in writing upon its  discovery of any  unauthorized  use of KPV and
KPA, or infringement of ServiceWare's  Intellectual Property Rights with respect
thereto by Licensee,  Licensee's customers or any third party. ServiceWare shall
have the sole and exclusive  right to bring an action or proceeding  against any
infringing third party, and, in the event that ServiceWare brings such an action
or proceeding,  Licensee shall (at no expense to Licensee) cooperate and provide
all available  information  and reasonable  assistance  that  ServiceWare or its
counsel may request in connection with any such action or proceeding.

10.      Limitation of Liabilities

         10.1  Limitation  of  Liability.  Except  for a claim  or suit in which
ServiceWare is indemnifying  Licensee pursuant to and in accordance with Article
9, in no event shall ServiceWare's  liability for any and all claims,  losses or
damages arising out of or relating to, in whole or in part, this Agreement,  KPV
and KPA or any services provided hereunder,  regardless of the form of action or
legal theory under which  liability  may be asserted,  exceed the lesser of: (a)
all amounts paid by Licensee to ServiceWare  hereunder;  or (b) until the second
anniversary of the Effective Date,  $2.25 million,  and,  thereafter,  an amount
equal to the difference between $2.25 million less the product of $750,000 times
the number of years that have elapsed since the Effective Date minus one (1).

         10.2 NO LIABILITY  FOR SPECIAL,  INCIDENTAL OR  CONSEQUENTIAL  DAMAGES.
UNDER NO  CIRCUMSTANCES  WHATSOEVER  SHALL  SERVICEWARE BE LIABLE  HEREUNDER FOR
SPECIAL,  INCIDENTAL OR CONSEQUENTIAL  DAMAGES,  INCLUDING,  WITHOUT LIMITATION,
LOST PROFITS OR LOSSES RESULTING FROM BUSINESS INTERRUPTION, EVEN IF SERVICEWARE
HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.

11.      Force Majeure.

         Neither  party shall be liable for delays in or failure of  performance
(other than the  obligation  to make any  payments  due and  payable  under this
Agreement)  due to causes  beyond such party's  reasonable  control,  including,
without limitation,  acts of God, acts of civil or military authority, fires and
explosions.  In the event of any such delay or failure, the affected party shall
immediately send written notice of the same and the reason therefor to the other
party.  The performance of the affected party shall be deemed  suspended so long
as, and to the extent that, any such Force Majeure continues; provided, however,
that after one hundred  eighty  (180)  consecutive  or  cumulative  days of such
suspension,  the other party may terminate  its  obligations  hereunder  without
liability.

12.      Export Control.

         Licensee  hereby  agrees  and  acknowledges   that  any  technology  or
technical data obtained from  ServiceWare,  including KPV and KPA and Derivative
Works  thereof,  are under  the  jurisdiction  of the  export  control  laws and
regulations  of the  United  States of America  and that any direct or  indirect
export,  re-export,  license,  sale or  other  transfer  of such  technology  or
technical  data  may  require  the  prior  authorization  of the  United  States
government.  Licensee expressly warrants that it will comply with all applicable
United States export control laws and  regulations.  Licensee hereby agrees that
it will indemnify ServiceWare and hold ServiceWare harmless from and against any
loss,  liability,  cost,  damage or expense that ServiceWare may incur or suffer
resulting  in any way from  Licensee's  failure  to comply  with all  applicable
United States export control laws and regulations.

13.      Term and Termination.

         13.1 Term.  This Term of this  Agreement  shall begin on the  Effective
Date and continue until the third (3rd)  anniversary  thereof (the initial term)
<PAGE>
                                       37


and upon the  expiration  of the initial  term,  shall  automatically  renew for
successive  one (1) year renewal  terms unless  either party  notifies the other
party of its desire not to renew this Agreement after the initial term or at the
conclusion  of any renewal  term by  providing  the other party ninety (90) days
written  notice of its  intention  not to renew prior to the  expiration  of the
initial term or any renewal term as the case may be. Further, this Agreement may
be  terminated at any time during the term as set forth in Article 11 or Section
13.2 of this Agreement.
         13.2  Termination  for Cause.  In the event of a breach by a party (the
breaching  party) of its material  obligations  hereunder,  the other party (the
non-breaching  party) may terminate  this  Agreement upon written notice of such
breach, provided the breaching party has not cured such breach to the reasonable
satisfaction of the non-breaching party within thirty (30) days of the breaching
party being  notified of such  breach,  or, if the breach  consists  solely of a
failure to pay money when due,  fifteen (15) days, after prior written notice to
the  breaching  party of the  existence  and  nature  of the  breach  and of the
non-breaching party's intention to terminate if not cured.

                  Upon such  termination  as a result  of  Licensee  having  (a)
breached  ServiceWare's  Intellectual  Property  Rights  or the  license  rights
granted in Article 2 above or (b) failed to pay  ServiceWare the amounts payable
under this Agreement when due, then (x) Licensee  shall  immediately  deliver to
ServiceWare the original and all whole and partial copies of KPV and KPA and any
Confidential  Information  or, with the prior  written  consent of  ServiceWare,
destroy  such  original  and all such  copies and  certify to  ServiceWare  in a
writing signed by an officer of Licensee such return or destruction; and (y) all
of Licensee's rights and licenses and all of ServiceWare's obligations hereunder
shall terminate.

         13.3  Equitable  Relief.  In  addition  to any other  remedies to which
ServiceWare  may be entitled,  and because  unauthorized  use or  disclosure  of
ServiceWare's Confidential Information or a breach of ServiceWare's Intellectual
Property Rights will create  irreparable  harm to  ServiceWare,  which cannot be
remedied  by  money  damages  alone,  ServiceWare  shall  be  entitled  to  seek
injunctive relief to prevent Licensee from breaching or continuing such breach.

         13.4 Survival.  The provisions of Articles 1, 2, 3, 5, 6, 7, 10, 12 and
14 and  Sections  9.4.,  9.6 and 13.3  shall  survive  the  termination  of this
Agreement, except that all provisions of this Agreement shall terminate in their
entirety, including, without limitation, the provisions of Article 2 (except for
Section 2.7 above),  if this Agreement is terminated by ServiceWare  pursuant to
Section 13.2.

14.      General.

         14.1. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective  successors,  assigns and
legal representatives.

         14.2 Notices.  All notices,  requests and demands given to or made upon
the parties hereto shall be in writing and delivered by hand reputable overnight
courier, facsimile (with confirmation of receipt provided by the recipient and a
copy sent by first  class  mail,  postage  prepaid)  or  electronic  mail  (with
confirmation of receipt provided by the recipient and a copy sent by first class
mail,  postage prepaid) to the appropriate  designated  business liaisons at the
following addresses:

         If to ServiceWare:                       If to Licensee:
         ServiceWare Inc.                         CyberMedia, Inc.
         Paul McDermott
         333 Allegheny Avenue                     2850 Ocean Park Blvd.
         Oakmont, PA  15139                       Santa Monica, California 90405


Either  party may change the address to which  notices must be sent by providing
written  notice  of the  change  to the  other  party  in  accordance  with  the
provisions  of this  Section  14.2.  Any notice so given shall be deemed to have
been given on the second business day following the date it was sent.
<PAGE>
                                       38


         14.3  Independent  Contractors.  The  relationship  between the parties
established by this Agreement is that of  independent  contractors,  and nothing
contained in this  Agreement  shall be  construed  to: (a) give either party the
power  to  direct  or  control  the  day-to-day  activities  of the  other,  (b)
constitute the parties as partners,  joint venturers,  co-owners or otherwise as
participants  in a joint or common  undertaking,  or (c) allow  either  party to
create  or assume  any  obligation  of or on  behalf of the other  party for any
purpose whatsoever.

         14.4  Assignment.  Neither this  Agreement nor any rights,  privileges,
duties or obligations under this Agreement may be assigned,  sub-licensed, sold,
mortgaged,  pledged or otherwise  transferred or encumbered by Licensee  without
the prior written consent of ServiceWare, which consent ServiceWare may withhold
or decline to grant in its reasonable  business judgment.  Any attempt to assign
this  Agreement  without the consent of ServiceWare  shall be void.  ServiceWare
shall not assign its rights  arising  hereunder to Licensee's  Derivative  Works
without the prior  written  consent of  Licensee,  which  consent  Licensee  may
withhold or decline to grant in its reasonable business judgment. This Agreement
shall be binding on all permitted assignees and on all successors in interest to
the parties hereto and to such assignees.

         14.5 Indulgences,  Etc. No failure or delay on the part of any party in
exercising  any right  hereunder,  irrespective  of the length of time for which
such  failure or delay shall  continue,  will operate as a waiver of, or impair,
any such  right.  No single or partial  exercise  of any right  hereunder  shall
preclude  any other or further  exercise  thereof or the  exercise  of any other
right.  No waiver of any right  hereunder  will be  effective  unless given in a
signed writing.

         14.6 Further  Assurances.  Each party to this  Agreement  will,  at the
request of the other party and  without  charge  (provided  that the cost to the
providing party is reasonable under the circumstances),  execute and deliver all
such further instruments and documents as may be reasonably requested to further
confirm,  carry out and  otherwise  accomplish  the intent  and  purpose of this
Agreement.

         14.7  Severability.  If any  provision of this  Agreement is held to be
invalid or unenforceable  under any circumstances,  its application in any other
circumstances  and the  remaining  provisions  of this  Agreement  shall  not be
affected thereby.

         14.8 Headings.  The Article and Section  headings in this Agreement and
in any Schedules  attached  hereto are for purposes of reference  only and shall
not restrict or affect the meaning or  application  of any  provision  herein or
therein contained.

         14.9  Counterparts.  This  Agreement  may be  executed in any number of
counterparts,  each  of  which  shall  be an  original  and all of  which  shall
constitute together one and the same document.

         14.10 Governing Law. This Agreement and any claim, whether in contract,
tort or  otherwise,  arising  from  this  Agreement  shall  be  governed  by and
interpreted in accordance  with the laws of the  Commonwealth  of  Pennsylvania,
applicable to contracts made and performed entirely within the Commonwealth.

         14.11 Entire  Agreement;  Amendments.  This Agreement and any Schedules
attached hereto constitute the entire agreement and understanding of the parties
relating  to  the  subject  matter  hereof,  and no  representation,  condition,
understanding  or agreement of any kind, oral or written,  shall be binding upon
the  parties  unless  expressly  set forth  herein or  therein.  This  Agreement
supersedes all prior written and oral  agreements  and all other  communications
between  Licensee  and  ServiceWare  relating  to  the  subject  matter  hereof,
including the Knowledge-Pak  Bundling  Agreement,  dated July 31, 1996, which is
hereby  terminated and its provisions shall be of no further effect,  except for
payments due through  September 30, 1997.  Amendments to this Agreement shall be
effective only if in writing and signed by ServiceWare and Licensee.  No payment
is due for any First Aid `98 or First Aid Deluxe shipment.
<PAGE>
                                       39


         14.12 Future  Agreements.  The parties agree to negotiate in good faith
at a  future  date  mutually  agreeable  to the  parties  agreements  to  upsell
additional ServiceWare knowledge content products to Licensee's customers.

15.      KPC.

         15.1 "KPC" means the Knowledge-Pak for Windows 95 and the Knowledge-Pak
PC Diagnostics for Windows 95.

         15.2  Grant of  License  to  Distribute  KPC.  Subject to the terms and
conditions of this Agreement,  ServiceWare hereby grants to Licensee, during the
Term and continuing indefinitely thereafter,  a non-exclusive,  non-transferable
(except as set forth in Section 2.11 above), worldwide,  royalty-free license to
use, reproduce and Distribute KPC solely embedded in Licensee's Products.

         15.3 Other  Agreement  Provisions  Applicable.  All  provisions in this
Agreement applicable to KPA and KPV shall also be applicable to KPC.

         15.4 Updates. Licensee shall receive updates for two (2) years from the
Effective  Date.  CyberMedia  shall have the option to upgrade  the  Windows `95
Knowledge -Pak to the Windows `98  Knowledge-Pak if and when  ServiceWare  makes
such Knowledge-Pak generally available.





<PAGE>
                                       40




                                                              Schedule A - Marks

ServiceWare Marks:

ServiceWare, Inc. - pending
Knowledge-Pak(R)
Knowledge-Pak Architect(TM)
Knowledge-Pak  Viewer(TM)Knowledge-Pak  Desktop  Suite(TM)Knowledge-Pak  Network
Suite(TM) Knowledge-Pak Self-Support  Suite(TM)Knowledge-Pak  Complete Suite for
SAP R/3(TM)  Knowledge-Pak  Suite for SAP R/3(TM) Blueprint for  Knowledge-Based
Support(TM)





<PAGE>
                                       41




                                   Schedule B
     SUPPORT SERVICES
1.   Scope of Service. KPA and / or KPV Support Service defined in this document
     ("Support  Service")  shall be provided by  ServiceWare  to Licensee  for a
     period of one year.

2.   Telephonic  Support.  Licensee will have access to ServiceWare's  Technical
     Support Hotline staffed by personnel  knowledgeable about KPA and / or KPV.
     The  Technical  Support  Hotline will be available to respond to Licensee's
     Software questions and error reports during  ServiceWare's  normal business
     hours.  ServiceWare  shall use  commercially  reasonable  efforts to answer
     Licensee's non-obvious technical questions, correct documented reproducible
     program errors,  and provide  work-around  solutions to problems  appearing
     through  use  of  KPA  and  /  or  KPV  in   accordance   with   applicable
     Specifications and Documentation.
3.   Error Reporting and Classification. Correction of a documented reproducible
     program  error  will be  provided  after  ServiceWare  receives  a  request
     therefor in writing from Licensee. ServiceWare has no obligation to correct
     Modification  Errors.  Two classes of program  errors are provided for, and
     shall be responded to by ServiceWare under this Agreement as follows:  3.1.
     MILD/MODERATE Errors. KPA, KPV, or related Documentation contains incorrect
     logic, incorrect descriptions, or functional
          problems  which  the  Licensee  is  able  to work  around  or  where a
          temporary correction has been implemented.  ServiceWare's  response to
          the Mild/Moderate category shall be to provide commercially reasonable
          efforts to schedule  the  personnel  and effort  required to solve the
          problem.  The correction of such errors shall be performed  within the
          limits of ServiceWare's  resources  consistent with the obligations of
          ServiceWare to its other  customers.  ServiceWare  will respond to the
          Licensee  within  three  business  days of the date of  receipt of the
          program  error  by  ServiceWare.   3.2  SEVERE  Errors.  ServiceWare's
          response to Severe Errors shall be to provide commercially  reasonable
          efforts to dedicate the necessary  personnel to the identified problem
          during  ServiceWare's  normal working hours until the problem has been
          corrected.  ServiceWare may elect to provide a temporary  modification
          or  workaround  to the problem as soon as  possible,  with a permanent
          modification  provided at a later date ServiceWare will respond to the
          Licensee  within one  business day of the date of receipt of the error
          report by ServiceWare.

4.  Updates to Correct  Errors.  ServiceWare  shall  provide  updates to correct
errors in KPA and KPV on at least a quarterly basis as needed.




<PAGE>
                                       42





                                   Schedule C
                             Third Party Agreements

OS Systems Ltd for the use of System Info Library and Control
Media Architects for the use of ImageKnife
Visual Components, Inc. for the use of Visual Speller
NuMega Technologies, Inc. for the use of Fail Safe
Sylvain Faust Inc. for the use of CompressIT





<PAGE>
                                       43





                                   Schedule D

                            Partial  List of CIS  Vendors or  Business  Units of
Entities that are CIS Vendors.

2020 Solutions
Advantage kbs
Allen Systems Group, Inc.
Applied Business Services
Applix, Inc.
Apsylog
Ascend Consultancy
AST Open Solutions
ASTEA International, Inc.
Barnhill Associates
Baron Software Services, Inc.
BateTech Software
BayStone Software, Inc.
Bendata
Blue Ocean Software
Boole & Babbage
Brainstorm Technologies, Inc.
Brock International
Bullseye Technologies
Business Line Corporation
Clarify, Inc.
Clientele Software, Inc.
Coastal Technologies
Coral
Core Technology
Computer Associates
ConsulNet Computing, Inc.
Courion Corporation
CyberSource
Datawatch Corporation
DK Systems
Emerald Intelligence
Enhance Systems
FG&A
Folio Corporation
Foresight Software
Gasper Corporation
GroupSoft Systems
GWI Software
Help Desk Technologies Corporation
IBM Corporation (USA)
IMA, inc.
Inference Corporation
Infodynamics, Inc.
Integration Design Pty. Ltd.
Intellisystems, Inc.
InterApps, Inc.
Intercom Data Systems Ltd. ISE Software Group
IT Communications, Ltd.
Kemma Software
KnowledgeBroker, Inc.
KSI-France
<PAGE>
                                       44


Magic Solutions, Inc.
McAfee Associates
Mela Associates, Inc.
Metrix, Inc.
MGV America, Inc.
Microcom
Monarch Bay Software
Multima Corporation
National Tech Team
Net Magic Systems, Inc.
Opis Corporation
Pacific Decision Sciences Corporation
Peregrine Systems, inc.
PLATINUM technologies, inc.
Precision Consulting & Automation
Primus Communications Corporation
ProAmerica Systems
Product Knowledge, Inc.
Professional Help Desk
Prolin Software, Inc.
Quintus Corporation
Remedy Corporation
Repository Technologies, Inc.
RISCmanagement, Inc.
royalblue technologies
Scopus Technology, Inc.
ServiceSoft Corporation
ServiceWare Corporation
Silknet Software, Inc.
Silvon Software, Inc.
SIO Technologies
Software Artistry, Inc.
Software Engineering of America
Solution Desk
STEPS:  Tools Software
Stonehouse & Company
Sumitomo Metals System Development Co., Ltd.
Syntactica
Tecnet Canada, Inc.
The Molloy Group
The Vantive Corporation
Tower Concepts
Trackit Software, Inc.
UniPress Software, Inc.
Utopia Technology Partners
Vocatext Ltd.
Wess Technologies
Wishbone Systems, Inc.

Source: OneCLE Business Contracts.