<PAGE>

                                                                   EXHIBIT 10.41

THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS
OTHERWISE SET FORTH HEREIN, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE
SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR SUCH SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL, IN FORM,
SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY, THAT REGISTRATION IS
NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.

                                                RIGHT TO PURCHASE
                                                -------------------------------
                                                4,285,714 shares of Common
                                                Stock, par value $.000125 per
                                                share


                             STOCK PURCHASE WARRANT

THIS CERTIFIES THAT, for value received, Invest Inc. ("Invest"), or its
registered assigns, is entitled to purchase from Breakaway Solutions, Inc., a
Delaware corporation (the "Company"), at any time or from time to time during
the period specified in Paragraph 2 hereof, Four Million Two Hundred Eighty Five
Thousand Seven Hundred Fourteen (4,285,714) fully paid and nonassessable shares
of the Company's Common Stock, par value $.000125 per share (the "Common Stock")
subject to adjustment as provided in Section 1 below. The exercise price for the
shares of Common Stock issuable hereunder (the "Exercise Price) shall be the
lesser of: (i) $0.70 and (ii) the average Closing Bid Price of the Company's
Common Stock for the five (5) Trading Days immediately prior to January 31,
2002.

     The term "Warrant Shares," as used herein, refers to the shares of Common
Stock purchasable hereunder. The Warrant Shares and the Exercise Price are
subject to adjustment as provided in Paragraph 5 hereof. The term "Warrant" or
"Warrants" means this Warrant. The term "Securities Purchase Agreement," as used
herein, refers to that certain Securities Purchase Agreement, dated December 11,
2000, by and among the Company, regardless of any subsequent rescission or
modification thereof.

     This Warrant is subject to the following terms, provisions, and conditions:

     1. ADJUSTMENT TO NUMBER OF SHARES ISSUABLE. In the event the Exercise Price
is less than the purchase price for the Purchased Shares (as such purchase price
has been modified by that certain Settlement Agreement and Mutual Release of
Claims, date as of February 6, 2001)

<PAGE>

(the "Settlement Agreement"), the number of shares of Common Stock issuable
upon exercise of this Warrant shall be adjusted upward by an amount equal to the
percentage of adjustment made to the Exercise Price. By way of illustration, if
the purchase price for the Purchased Shares was $0.70 per share on the date of
the Settlement Agreement, and the average Closing Bid Price of the Company's
Common Stock for the five (5) Trading Days immediately prior to January 31, 2002
was $0.50 per share, the number of shares of Common Stock issuable hereunder
would be increased by a factor of 28.57%, for an aggregate adjusted amount of
5,142,800 shares of Common Stock issuable under this Warrant.

     2. MANNER OF EXERCISE; ISSUANCE OF CERTIFICATES; PAYMENT FOR SHARES.

     a) Subject to the provisions hereof, this Warrant may be exercised by the
holder hereof, in whole or in part, by the surrender of this Warrant, together
with a completed exercise agreement in the form attached hereto (the "Exercise
Agreement"), to the Company during normal business hours on any business day at
the Company's principal executive offices (or such other office or agency of the
Company as it may designate by notice to the holder hereof), and upon (i)
payment to the Company in cash, by certified or official bank check or by wire
transfer for the account of the Company of the Exercise Price for the Warrant
Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant
Shares by the holder is not then registered pursuant to an effective
registration statement under the Securities Act of 1933, as amended (the
"Securities Act"), delivery to the Company of a written notice of an election to
effect a "Cashless Exercise" (as defined in Section 2(b) below) for the Warrant
Shares specified in the Exercise Agreement. The Warrant Shares so purchased
shall be deemed to be issued to the holder hereof or such holder's designee, as
the record owner of such shares, as of the close of business on the date on
which this Warrant shall have been surrendered, the completed Exercise Agreement
shall have been delivered, and payment shall have been made for such shares (or
an election to effect a Cashless Exercise has been made) as set forth above.
Certificates for the Warrant Shares so purchased, representing the aggregate
number of shares specified in the Exercise Agreement, shall be delivered to the
holder hereof within a reasonable time, not exceeding three (3) Trading Days,
after this Warrant shall have been so exercised. The certificates so delivered
shall be in such denominations as may be requested by the holder hereof and
shall be registered in the name of such holder or such other name as shall be
designated by such holder. If this Warrant shall have been exercised only in
part, then, unless this Warrant has expired, the Company shall, at its expense,
at the time of delivery of such certificates, deliver to the holder a new
Warrant representing the number of shares with respect to which this Warrant
shall not then have been exercised.

     b) CASHLESS EXERCISE. Notwithstanding anything to the contrary contained in
this Warrant, if the resale of the Warrant Shares by the holder is not then
registered pursuant to an effective registration statement under the Securities
Act, this Warrant may be exercised by presentation and surrender of this Warrant
to the Company at its principal executive offices with a written notice of the
holder's intention to effect a cashless exercise, including a calculation of the
number of shares of Common Stock to be issued upon such exercise in accordance
with the terms hereof (a "Cashless Exercise"). In the event of a Cashless
Exercise, in lieu of paying the Exercise Price in cash, the holder shall
surrender this Warrant for that number of shares of


                                      -2-
<PAGE>


Common Stock determined by multiplying the number of Warrant Shares to which it
would otherwise be entitled by a fraction, the numerator of which shall be the
difference between the then current Market Price per share of the Common Stock
and the Exercise Price, and the denominator of which shall be the then current
Market Price per share of Common Stock.

     3. PERIOD OF EXERCISE. This Warrant is exercisable at any time or from time
to time on or after the date on which this Warrant is issued and delivered
pursuant to the terms of the Securities Purchase Agreement (the "Issue Date"),
subject to the increase in the Company's authorized shares of Common Stock
provided in Section 4(b) below and before 5:00 p.m., New York City time, on the
fourth (4th) anniversary of the Issue Date (the "Exercise Period").

     4. CERTAIN AGREEMENTS OF THE COMPANY. The Company hereby covenants and
agrees as follows:

          (a) SHARES TO BE FULLY PAID. All Warrant Shares will, upon issuance in
     accordance with the terms of this Warrant, be validly issued, fully paid,
     and nonassessable and free from all taxes, liens, and charges with respect
     to the issue thereof.

          (b) RESERVATION OF SHARES. The Company shall use its best efforts, as
     soon as practicable, to increase the number of shares of Common Stock
     authorized for issuance under its Third Amended and Restated Certificate of
     Incorporation to allow the Company to reserve a sufficient number of such
     shares of Common Stock to provide for the exercise of this Warrant, and the
     Company shall thereafter reserve an appropriate number of shares at all
     times to fulfill its obligations hereunder.

          (c) LISTING. The Company shall promptly secure the listing of the
     shares of Common Stock issuable upon exercise of this Warrant upon each
     national securities exchange or automated quotation system, if any, upon
     which shares of Common Stock are then listed (subject to official notice of
     issuance upon exercise of this Warrant) and shall maintain, so long as any
     other shares of Common Stock shall be so listed, such listing of all shares
     of Common Stock from time to time issuable upon the exercise of this
     Warrant; and the Company shall so list on each national securities exchange
     or automated quotation system, as the case may be, and shall maintain such
     listing of, any other shares of capital stock of the Company issuable upon
     the exercise of this Warrant if and so long as any shares of the same class
     shall be listed on such national securities exchange or automated quotation
     system.

          (d) CERTAIN ACTIONS PROHIBITED. The Company will not, by amendment of
     its charter or through any reorganization, transfer of assets,
     consolidation, merger, dissolution, issue or sale of securities, or any
     other voluntary action, avoid or seek to avoid the observance or
     performance of any of the terms to be observed or performed by it
     hereunder, but will at all times in good faith assist in the carrying out
     of all the provisions of this Warrant and in the taking of all such action
     as may reasonably be requested by the holder of this Warrant in order to
     protect the exercise privilege of the holder of this Warrant against
     dilution or other impairment, consistent with the tenor and purpose of this
     Warrant. Without limiting the generality of the foregoing, the


                                      -3-
<PAGE>


     Company (i) will not increase the par value of any shares of Common Stock
     receivable upon the exercise of this Warrant above the Exercise Price then
     in effect, and (ii) will take all such actions as may be necessary or
     appropriate in order that the Company may validly and legally issue fully
     paid and nonassessable shares of Common Stock upon the exercise of this
     Warrant.

          (e) SUCCESSORS AND ASSIGNS. This Warrant will be binding upon any
     entity succeeding to the Company by merger, consolidation, or acquisition
     of all or substantially all the Company's assets.

     5. ANTIDILUTION PROVISIONS. During the Exercise Period, the Exercise Price
and the number of Warrant Shares shall be subject to adjustment from time to
time as provided in this Paragraph 5.

     In the event that any adjustment of the Exercise Price as required herein
results in a fraction of a cent, such Exercise Price shall be rounded up to the
nearest cent.

          (a) ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES UPON ISSUANCE OF
     COMMON STOCK. Except as otherwise provided in Paragraphs 5(c) and) 5(e)
     hereof, if and whenever on or after the Issue Date of this Warrant, the
     Company issues or sells, or in accordance with Paragraph 5(b) hereof is
     deemed to have issued or sold, any shares of Common Stock for no
     consideration or for a consideration per share (before deduction of
     reasonable expenses or commissions or underwriting discounts or allowances
     in connection therewith) less than the Market Price (as hereinafter
     defined) on the date of issuance (or deemed issuance) of such Common Stock
     (a "Dilutive Issuance"), then immediately upon the Dilutive Issuance, the
     Exercise Price will be reduced to a price determined by multiplying the
     Exercise Price in effect immediately prior to the Dilutive Issuance by a
     fraction, (i) the numerator of which is an amount equal to the sum of (x)
     the number of shares of Common Stock actually outstanding immediately prior
     to the Dilutive Issuance, plus (y) the quotient of the aggregate
     consideration, calculated as set forth in Paragraph 5(b) hereof, received
     by the Company upon such Dilutive Issuance divided by the Market Price in
     effect immediately prior to the Dilutive Issuance, and (ii) the denominator
     of which is the total number of shares of Common Stock Deemed Outstanding
     (as defined below) immediately after the Dilutive Issuance.

          (b) EFFECT ON EXERCISE PRICE OF CERTAIN EVENTS. For purposes of
     determining the adjusted Exercise Price under Paragraph 5(a) hereof, the
     following will be applicable:

               (i) ISSUANCE OF RIGHTS OR OPTIONS. If the Company in any manner
          issues or grants any warrants, rights or options, whether or not
          immediately exercisable, to subscribe for or to purchase Common Stock
          or other securities convertible into or exchangeable for Common Stock
          ("Convertible Securities") (such warrants, rights and options to
          purchase Common Stock or Convertible Securities are hereinafter
          referred to as "Options") and the price per share for which Common
          Stock is issuable upon the exercise of such Options is less than the
          Market Price on the date of issuance or grant of such Options, then
          the maximum total number of shares of Common Stock issuable upon the
          exercise of all such Options will, as of the date of the issuance or
          grant of such Options, be deemed to be outstanding and to have been
          issued and sold by the Company


                                      -4-
<PAGE>


          for such price per share. For purposes of the preceding sentence, the
          "price per share for which Common Stock is issuable upon the exercise
          of such Options" is determined by dividing (i) the total amount, if
          any, received or receivable by the Company as consideration for the
          issuance or granting of all such Options, plus the minimum aggregate
          amount of additional consideration, if any, payable to the Company
          upon the exercise of all such Options, plus, in the case of
          Convertible Securities issuable upon the exercise of such Options, the
          minimum aggregate amount of additional consideration payable upon the
          conversion or exchange thereof at the time such Convertible Securities
          first become convertible or exchangeable, by (ii) the maximum total
          number of shares of Common Stock issuable upon the exercise of all
          such Options (assuming full conversion of Convertible Securities, if
          applicable). No further adjustment to the Exercise Price will be made
          upon the actual issuance of such Common Stock upon the exercise of
          such Options or upon the conversion or exchange of Convertible
          Securities issuable upon exercise of such Options.

               (ii) ISSUANCE OF CONVERTIBLE SECURITIES. If the Company in any
          manner issues or sells any Convertible Securities, whether or not
          immediately convertible (other than where the same are issuable upon
          the exercise of Options) and the price per share for which Common
          Stock is issuable upon such conversion or exchange is less than the
          Market Price on the date of issuance of such Convertible Securities,
          then the maximum total number of shares of Common Stock issuable upon
          the conversion or exchange of all such Convertible Securities will, as
          of the date of the issuance of such Convertible Securities, be deemed
          to be outstanding and to have been issued and sold by the Company for
          such price per share. For the purposes of the preceding sentence, the
          "price per share for which Common Stock is issuable upon such
          conversion or exchange" is determined by dividing (i) the total
          amount, if any, received or receivable by the Company as consideration
          for the issuance or sale of all such Convertible Securities, plus the
          minimum aggregate amount of additional consideration, if any, payable
          to the Company upon the conversion or exchange thereof at the time
          such Convertible Securities first become convertible or exchangeable,
          by (ii) the maximum total number of shares of Common Stock issuable
          upon the conversion or exchange of all such Convertible Securities. No
          further adjustment to the Exercise Price will be made upon the actual
          issuance of such Common Stock upon conversion or exchange of such
          Convertible Securities.

               (iii) CHANGE IN OPTION PRICE OR CONVERSION RATE. If there is a
          change at any time in (i) the amount of additional consideration
          payable to the Company upon the exercise of any Options; (ii) the
          amount of additional consideration, if any, payable to the Company
          upon the conversion or exchange of any Convertible Securities; or
          (iii) the rate at which any Convertible Securities are convertible
          into or exchangeable for Common Stock, the Exercise Price in effect at
          the time of such change will be readjusted to the Exercise Price which
          would have been in effect at such time had such Options or Convertible
          Securities still outstanding provided for such changed additional
          consideration or changed conversion rate, as the case may be, at the
          time initially granted, issued or sold.


                                      -5-
<PAGE>


               (iv) TREATMENT OF EXPIRED OPTIONS AND UNEXERCISED CONVERTIBLE
          SECURITIES. If, in any case, the total number of shares of Common
          Stock issuable upon exercise of any Option or upon conversion or
          exchange of any Convertible Securities is not, in fact, issued and the
          rights to exercise such Option or to convert or exchange such
          Convertible Securities shall have expired or terminated, the Exercise
          Price then in effect will be readjusted to the Exercise Price which
          would have been in effect at the time of such expiration or
          termination had such Option or Convertible Securities, to the extent
          outstanding immediately prior to such expiration or termination (other
          than in respect of the actual number of shares of Common Stock issued
          upon exercise or conversion thereof), never been issued.

               (v) CALCULATION OF CONSIDERATION RECEIVED. If any Common Stock,
          Options or Convertible Securities are issued, granted or sold for
          cash, the consideration received therefor for purposes of this Warrant
          will be the amount received by the Company therefor, before deduction
          of reasonable commissions, underwriting discounts or allowances or
          other reasonable expenses paid or incurred by the Company in
          connection with such issuance, grant or sale. In case any Common
          Stock, Options or Convertible Securities are issued or sold for a
          consideration part or all of which shall be other than cash, the
          amount of the consideration other than cash received by the Company
          will be the fair value of such consideration, except where such
          consideration consists of securities, in which case the amount of
          consideration received by the Company will be the Market Price thereof
          as of the date of receipt. In case any Common Stock, Options or
          Convertible Securities are issued in connection with any acquisition,
          merger or consolidation in which the Company is the surviving
          corporation, the amount of consideration therefor will be deemed to be
          the fair value of such portion of the net assets and business of the
          non-surviving corporation as is attributable to such Common Stock,
          Options or Convertible Securities, as the case may be. The fair value
          of any consideration other than cash or securities will be determined
          in good faith by the Board of Directors of the Company.

               (vi) EXCEPTIONS TO ADJUSTMENT OF EXERCISE PRICE. No adjustment to
          the Exercise Price will be made (i) upon the exercise of any warrants,
          options or convertible securities granted, issued and outstanding on
          the date of issuance of this Warrant and accurately reflected in the
          Company's last filing with the SEC and on the Company's most recent
          financial statements; (ii) upon the grant or exercise of any stock or
          options which may hereafter be granted or exercised under any employee
          benefit plan of the Company now existing or to be adopted in the
          future, provided that the issuance of such stock or options (x) is
          approved by a majority of the independent members of the Board of
          Directors of the Company or a majority of the members of a committee
          of independent directors established for such purpose and (y) if such
          grant or issuance is pursuant to an employee benefit plan to be
          adopted in the future, such plan is adopted in accordance with Rule
          16-3 under the Securities Exchange Act of 1934, as amended; and (z)
          does not exceed 20,000,000 shares in the aggregate;(iii) upon the
          exercise of the Warrants; or (iv) upon the issuance of Common Stock
          pursuant to the Securities Purchase Agreement (including additional
          shares of Common Stock issuable thereunder at the option of the holder
          of this Warrant) and the Settlement Agreement (including additional
          shares of Common Stock issuable thereunder at the option of the holder
          of any further warrant issued pursuant to such Settlement Agreement).


                                      -6-
<PAGE>

          (c) SUBDIVISION OR COMBINATION OF COMMON STOCK. If the Company at any
     time on or after the Issue Date of this Warrant subdivides (by any stock
     split, stock dividend, recapitalization, reorganization, reclassification
     or otherwise) the shares of Common Stock acquirable hereunder into a
     greater number of shares, then, after the date of record for effecting such
     subdivision, the Exercise Price in effect immediately prior to such
     subdivision will be proportionately reduced. If the Company at any time on
     or after the Issue Date of this Warrant combines (by reverse stock split,
     recapitalization, reorganization, reclassification or otherwise) the shares
     of Common Stock acquirable hereunder into a smaller number of shares, then,
     after the date of record for effecting such combination, the Exercise Price
     in effect immediately prior to such combination will be proportionately
     increased.

          (d) ADJUSTMENT IN NUMBER OF SHARES. Upon each adjustment of the
     Exercise Price pursuant to the provisions of this Paragraph 5, the number
     of shares of Common Stock issuable upon exercise of this Warrant shall be
     adjusted by multiplying a number equal to the Exercise Price in effect
     immediately prior to such adjustment by the number of shares of Common
     Stock issuable upon exercise of this Warrant immediately prior to such
     adjustment and dividing the product so obtained by the adjusted Exercise
     Price.

          (e) CONSOLIDATION, MERGER OR SALE. In case of any consolidation of the
     Company with, or merger of the Company into, any other corporation, or in
     case of any sale or conveyance of all or substantially all of the assets of
     the Company other than in connection with a plan of complete liquidation of
     the Company, then as a condition of such consolidation, merger or sale or
     conveyance, adequate provision will be made whereby the holder of this
     Warrant will have the right to acquire and receive upon exercise of this
     Warrant in lieu of the shares of Common Stock immediately theretofore
     acquirable upon the exercise of this Warrant, such shares of stock,
     securities or assets as may be issued or payable with respect to or in
     exchange for the number of shares of Common Stock immediately theretofore
     acquirable and receivable upon exercise of this Warrant had such
     consolidation, merger or sale or conveyance not taken place. In any such
     case, the Company will make appropriate provision to insure that the
     provisions of this Paragraph 5 hereof will thereafter be applicable as
     nearly as may be in relation to any shares of stock or securities
     thereafter deliverable upon the exercise of this Warrant. The Company will
     not effect any consolidation, merger or sale or conveyance unless, prior to
     the consummation thereof, the successor or acquiring entity (if other than
     the Company) and, if an entity different from the successor or acquiring
     entity, the entity whose capital stock or assets the holders of the Common
     Stock of the Company are entitled to receive as a result of such
     consolidation, merger or sale or conveyance assumes by written instrument
     the obligations under this Warrant (including under this Paragraph 5(e))
     and the obligations to deliver to the holder of this Warrant such shares of
     stock, securities or assets as, in accordance with the foregoing
     provisions, the holder may be entitled to acquire.

          (f) DISTRIBUTION OF ASSETS. In case the Company shall declare or make
     any distribution of its assets (including cash) to holders of Common Stock
     as a partial liquidating dividend, by way of return of capital or
     otherwise, then, after the date of record for determining stockholders
     entitled to such distribution, but prior to the date of distribution, the
     holder of this Warrant shall be entitled upon exercise of this Warrant for
     the purchase of any or all of the shares


                                      -7-
<PAGE>


     of Common Stock subject hereto, to receive the amount of such assets which
     would have been payable to the holder had such holder been the holder of
     such shares of Common Stock on the record date for the determination of
     stockholders entitled to such distribution.

          (g) NOTICE OF ADJUSTMENT. Upon the occurrence of any event which
     requires any adjustment of the Exercise Price, then, and in each such case,
     the Company shall give notice thereof to the holder of this Warrant, which
     notice shall state the Exercise Price resulting from such adjustment and
     the increase or decrease in the number of Warrant Shares purchasable at
     such price upon exercise, setting forth in reasonable detail the method of
     calculation and the facts upon which such calculation is based. Such
     calculation shall be certified by the chief financial officer of the
     Company.

          (h) MINIMUM ADJUSTMENT OF EXERCISE PRICE. No adjustment of the
     Exercise Price shall be made in an amount of less than 1% of the Exercise
     Price in effect at the time such adjustment is otherwise required to be
     made, but any such lesser adjustment shall be carried forward and shall be
     made at the time and together with the next subsequent adjustment which,
     together with any adjustments so carried forward, shall amount to not less
     than 1% of such Exercise Price.

          (i) NO FRACTIONAL SHARES. No fractional shares of Common Stock are to
     be issued upon the exercise of this Warrant, but the Company shall pay a
     cash adjustment in respect of any fractional share which would otherwise be
     issuable in an amount equal to the same fraction of the Market Price of a
     share of Common Stock on the date of such exercise.

          (j) OTHER NOTICES. In case at any time:

               (i) the Company shall declare any dividend upon the Common Stock
          payable in shares of stock of any class or make any other distribution
          (including dividends or distributions payable in cash out of retained
          earnings) to the holders of the Common Stock;

               (ii) the Company shall offer for subscription pro rata to the
          holders of the Common Stock any additional shares of stock of any
          class or other rights;

               (iii) there shall be any capital reorganization of the Company,
          or reclassification of the Common Stock, or consolidation or merger of
          the Company with or into, or sale of all or substantially all its
          assets to, another corporation or entity; or

               (iv) there shall be a voluntary or involuntary dissolution,
          liquidation or winding-up of the Company;

     then, in each such case, the Company shall give to the holder of this
     Warrant (a) notice of the date on which the books of the Company shall
     close or a record shall be taken for determining the holders of Common
     Stock entitled to receive any such dividend, distribution, or subscription
     rights or for determining the holders of Common Stock entitled to vote in
     respect of any such reorganization, reclassification, consolidation,
     merger, sale, dissolution, liquidation or winding-up


                                      -8-
<PAGE>


     and (b) in the case of any such reorganization, reclassification,
     consolidation, merger, sale, dissolution, liquidation or winding-up, notice
     of the date (or, if not then known, a reasonable approximation thereof by
     the Company) when the same shall take place. Such notice shall also specify
     the date on which the holders of Common Stock shall be entitled to receive
     such dividend, distribution, or subscription rights or to exchange their
     Common Stock for stock or other securities or property deliverable upon
     such reorganization, reclassification, consolidation, merger, sale,
     dissolution, liquidation, or winding-up, as the case may be. Such notice
     shall be given at least 30 days prior to the record date or the date on
     which the Company's books are closed in respect thereto. Failure to give
     any such notice or any defect therein shall not affect the validity of the
     proceedings referred to in clauses (i), (ii), (iii) and (iv) above.

          (k) CERTAIN EVENTS. If any event occurs of the type contemplated by
     the adjustment provisions of this Paragraph 5 but not expressly provided
     for by such provisions, the Company will give written notice of such event
     to the holder of this Warrant, which notice shall state the Exercise Price
     resulting from such adjustment and the increase or decrease in the number
     of Warrant Shares purchasable at such price upon exercise, setting forth in
     reasonable detail the method of calculation and the facts upon which such
     calculation is based, including a certification thereof by the chief
     financial officer of the Company, and the Company's Board of Directors will
     make an appropriate adjustment in the Exercise Price and the number of
     shares of Common Stock acquirable upon exercise of this Warrant so that the
     rights of the holder of this Warrant shall be neither enhanced nor
     diminished by such event.

          (l) CERTAIN DEFINITIONS.

               (i) "COMMON STOCK DEEMED OUTSTANDING" shall mean the number of
          shares of Common Stock actually outstanding (not including shares of
          Common Stock held in the treasury of the Company), plus (x) pursuant
          to Paragraph 5(b)(i) hereof, the maximum total number of shares of
          Common Stock issuable upon the exercise of Options, as of the date of
          such issuance or grant of such Options, if any, and (y) pursuant to
          Paragraph 5(b)(ii) hereof, the maximum total number of shares of
          Common Stock issuable upon conversion or exchange of Convertible
          Securities, as of the date of issuance of such Convertible Securities,
          if any.

               (ii) "MARKET PRICE," as of any date, (i) means the average of the
          last reported sale prices for the shares of Common Stock on the Nasdaq
          for the five (5) trading days immediately preceding such date as
          reported by Bloomberg Financial Markets or an equivalent reliable
          reporting service mutually acceptable to and hereafter designated by
          the holder of this Warrant and the Company ("Bloomberg"), or (ii) if
          the Nasdaq is not the principal trading market for the shares of
          Common Stock, the average of the last reported sale prices on the
          principal trading market for the Common Stock during the same period
          as reported by Bloomberg, or (iii) if market value cannot be
          calculated as of such date on any of the foregoing bases, the Market
          Price shall be the fair market value as reasonably determined in good
          faith by (a) the Board of Directors of the Company or (b) at the
          option of a majority-in-interest of the holders of the outstanding
          Warrants, an independent investment bank of nationally recognized
          standing in the


                                      -9-
<PAGE>


          valuation of businesses similar to the business of the Company. The
          manner of determining the Market Price of the Common Stock set forth
          in the foregoing definition shall apply with respect to any other
          security in respect of which a determination as to market value must
          be made hereunder.

               (iii) "COMMON STOCK," for purposes of this Paragraph 5, includes
          the Common Stock, par value $.000125 per share, and any additional
          class of stock of the Company having no preference as to dividends or
          distributions on liquidation, provided that the shares purchasable
          pursuant to this Warrant shall include only shares of Common Stock,
          par value $.000125 per share, in respect of which this Warrant is
          exercisable, or shares resulting from any subdivision or combination
          of such Common Stock, or in the case of any reorganization,
          reclassification, consolidation, merger, or sale of the character
          referred to in Paragraph 5(e) hereof, the stock or other securities or
          property provided for in such Paragraph.

               (iv) "CLOSING BID PRICE" means, for any security as of any date,
          the closing bid price on Nasdaq as reported by Bloomberg or, if Nasdaq
          is not the principal trading market for such security, the closing bid
          price of such security on the principal securities exchange or trading
          market where such security is listed or traded as reported by
          Bloomberg, or, if no closing bid price of such security is available
          in any of the foregoing manners, the average of the bid prices of any
          market makers for such security that are listed in the "pink sheets"
          by the National Quotation Bureau, Inc. If the Closing Bid Price cannot
          be calculated for such security on such date in the manner provided
          above, the Closing Bid Price shall be the fair market value as
          mutually determined by the Company and the holder of this Warrant.

               (v) "TRADING DAY" means any day on which the Common Stock is
          traded for any period on Nasdaq, or on the principal securities
          exchange or other securities market on which the Common Stock is then
          being traded.


                                      -10-
<PAGE>


     6. ISSUE TAX. The issuance of certificates for Warrant Shares upon the
exercise of this Warrant shall be made without charge to the holder of this
Warrant or such shares for any issuance tax or other costs in respect thereof,
provided that the Company shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and delivery of any
certificate in a name other than the holder of this Warrant.

     7. NO RIGHTS OR LIABILITIES AS A SHAREHOLDER. This Warrant shall not
entitle the holder hereof to any voting rights or other rights as a shareholder
of the Company, except as set forth herein or in the Securities Purchase
Agreement and/or Registration Rights Agreement (as defined below). No provision
of this Warrant, in the absence of affirmative action by the holder hereof to
purchase Warrant Shares, and no mere enumeration herein of the rights or
privileges of the holder hereof, shall give rise to any liability of such holder
for the Exercise Price or as a shareholder of the Company, whether such
liability is asserted by the Company or by creditors of the Company.

     8. TRANSFER, EXCHANGE, AND REPLACEMENT OF WARRANT.

          (a) RESTRICTION ON TRANSFER. This Warrant and the rights granted to
     the holder hereof are transferable, in whole or in part, upon surrender of
     this Warrant, together with a properly executed assignment in the form
     attached hereto, at the office or agency of the Company referred to in
     Paragraph 8(e) below; provided, however, that any transfer or assignment
     shall be subject to the conditions set forth in Paragraph 8(f) hereof and
     to the applicable provisions of the Securities Purchase Agreement and the
     Settlement Agreement. Until due presentment for registration of transfer on
     the books of the Company, the Company may treat the registered holder
     hereof as the owner and holder hereof for all purposes, and the Company
     shall not be affected by any notice to the contrary. Notwithstanding
     anything to the contrary contained herein, the registration rights
     described in Paragraph 9 are assignable only in accordance with the
     provisions of that certain Registration Rights Agreement, dated as of
     December 11, 2000, by and among the Company and Invest, as amended by that
     certain Settlement Agreement and Mutual Release of Claims, dated as of
     February 6, 2001 (the "Registration Rights Agreement").

          (b) WARRANT EXCHANGEABLE FOR DIFFERENT DENOMINATIONS. This Warrant is
     exchangeable, upon the surrender hereof by the holder hereof at the office
     or agency of the Company referred to in Paragraph 8(e) below, for new
     Warrants of like tenor representing in the aggregate the right to purchase
     the number of shares of Common Stock which may be purchased hereunder, each
     of such new Warrants to represent the right to purchase such number of
     shares as shall be designated by the holder hereof at the time of such
     surrender.

          (c) REPLACEMENT OF WARRANT. Upon receipt of evidence reasonably
     satisfactory to the Company of the loss, theft, destruction, or mutilation
     of this Warrant and, in the case of any such loss, theft, or destruction,
     upon delivery of an indemnity agreement reasonably satisfactory in form and
     amount to the Company, or, in the case of any such mutilation, upon
     surrender and cancellation of this Warrant, the Company, at its expense,
     will execute and deliver, in lieu thereof, a new Warrant of like tenor.


                                      -11-
<PAGE>


          (d) CANCELLATION; PAYMENT OF EXPENSES. Upon the surrender of this
     Warrant in connection with any transfer, exchange, or replacement as
     provided in this Paragraph 8, this Warrant shall be promptly canceled by
     the Company. The Company shall pay all taxes (other than securities
     transfer taxes) and all other expenses (other than legal expenses, if any,
     incurred by the holder or transferees) and charges payable in connection
     with the preparation, execution, and delivery of Warrants pursuant to this
     Paragraph 8.

          (e) REGISTER. The Company shall maintain, at its principal executive
     offices (or such other office or agency of the Company as it may designate
     by notice to the holder hereof), a register for this Warrant, in which the
     Company shall record the name and address of the person in whose name this
     Warrant has been issued, as well as the name and address of each transferee
     and each prior owner of this Warrant.

          (f) EXERCISE OR TRANSFER WITHOUT REGISTRATION. If, at the time of the
     surrender of this Warrant in connection with any exercise, transfer, or
     exchange of this Warrant, this Warrant (or, in the case of any exercise,
     the Warrant Shares issuable hereunder), shall not be registered for resale
     under the Securities Act and under applicable state securities or blue sky
     laws, the Company may require, as a condition of allowing such exercise,
     transfer, or exchange, (i) that the holder or transferee of this Warrant,
     as the case may be, furnish to the Company a written opinion of counsel,
     which opinion and counsel are acceptable to the Company, to the effect that
     such exercise, transfer, or exchange may be made without registration under
     said Act and under applicable state securities or blue sky laws, (ii) that
     the holder or transferee execute and deliver to the Company an investment
     letter in form and substance acceptable to the Company and (iii) that the
     transferee be an "accredited investor" as defined in Rule 501(a)
     promulgated under the Securities Act; provided that no such opinion, letter
     or status as an "accredited investor" shall be required in connection with
     a transfer pursuant to Rule 144 under the Securities Act. The first holder
     of this Warrant, by taking and holding the same, represents to the Company
     that such holder is acquiring this Warrant for investment and not with a
     view to the distribution thereof.

     9. REGISTRATION RIGHTS. The initial holder of this Warrant (and all
assignees thereof) is entitled to the benefit of such registration rights in
respect of the Warrant Shares as are set forth in the Registration Rights
Agreement.

     10. NOTICES. All notices, requests, and other communications required or
permitted to be given or delivered hereunder to the holder of this Warrant shall
be in writing, and shall be personally delivered, or shall be sent by certified
or registered mail or by recognized overnight mail courier, postage prepaid and
addressed, to such holder at the address shown for such holder on the books of
the Company, or at such other address as shall have been furnished to the
Company by notice from such holder. All notices, requests, and other
communications required or permitted to be given or delivered hereunder to the
Company shall be in writing, and shall be personally delivered, or shall be sent
by certified or registered mail or by recognized overnight mail courier, postage
prepaid and addressed, to the office of the Company at 2 Seaport Lane, Boston,
Massachusetts 02210, Attention: President, or at such other address as shall
have been furnished to the holder of this Warrant by notice from the Company.
Any such notice, request,


                                      -12-
<PAGE>


or other communication may be sent by facsimile, but shall in such case be
subsequently confirmed by a writing personally delivered or sent by certified or
registered mail or by recognized overnight mail courier as provided above. All
notices, requests, and other communications shall be deemed to have been given
either at the time of the receipt thereof by the person entitled to receive such
notice at the address of such person for purposes of this Paragraph 10, or, if
mailed by registered or certified mail or with a recognized overnight mail
courier upon deposit with the United States Post Office or such overnight mail
courier, if postage is prepaid and the mailing is properly addressed, as the
case may be.

     11. GOVERNING LAW. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO AGREEMENTS MADE
AND TO BE PERFORMED IN THE STATE OF DELAWARE (WITHOUT REGARD TO PRINCIPLES OF
CONFLICT OF LAWS). BOTH PARTIES IRREVOCABLY CONSENT TO THE EXCLUSIVE
JURISDICTION OF THE UNITED STATES FEDERAL COURTS AND THE STATE COURTS LOCATED IN
NEW YORK, NEW YORK WITH RESPECT TO ANY SUIT OR PROCEEDING BASED ON OR ARISING
UNDER THIS AGREEMENT, THE AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY AND IRREVOCABLY AGREE THAT ALL
CLAIMS IN RESPECT OF SUCH SUIT OR PROCEEDING MAY BE DETERMINED IN SUCH COURTS.
BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE
MAINTENANCE OF SUCH SUIT OR PROCEEDING. BOTH PARTIES FURTHER AGREE THAT SERVICE
OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY
RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR
PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER PARTY'S RIGHT TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY LAW. BOTH PARTIES AGREE THAT A FINAL
NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER
LAWFUL MANNER.


     12. MISCELLANEOUS.

          (a) AMENDMENTS. This Warrant and any provision hereof may only be
     amended by an instrument in writing signed by the Company and the holder
     hereof.

          (b) DESCRIPTIVE HEADINGS. The descriptive headings of the several
     paragraphs of this Warrant are inserted for purposes of reference only, and
     shall not affect the meaning or construction of any of the provisions
     hereof.

          (c) REMEDIES CUMULATIVE. The remedies provided in this Warrant shall
     be cumulative and in addition to all other remedies available under this
     Warrant, at law or in equity (including a decree of specific performance
     and/or other injunctive relief), no remedy contained herein shall be deemed
     a waiver of compliance giving rise to such remedy and nothing herein


                                      -13-
<PAGE>


     shall limit holder's right to pursue actual damages for any failure by the
     Company to comply with the terms of this Warrant. The Company acknowledges
     that a breach by it of its obligations hereunder will cause irreparable
     harm to holder and that the remedy at law for any such breach may be
     inadequate. The Company therefore agrees, in the event of any such breach
     or threatened breach, holder shall be entitled, in addition to all other
     available remedies, to an injunction restraining any breach, without the
     necessity of showing economic loss and without any bond or other security
     being required.

                  [Remainder of Page Intentionally Left Blank]]


                                      -14-
<PAGE>



     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
duly authorized officer.

                                          BREAKAWAY SOLUTIONS, INC.,
                                          a Delaware corporation



                                          By:/S/ Gordon Brooks
                                          ---------------------------------
                                          Gordon Brooks,
                                          President and Chief Executive Officer

                                          Dated as of February 6, 2001



                                      -15-
<PAGE>


                           FORM OF EXERCISE AGREEMENT

                                                               Dated:_____, 200_



To: Breakaway Solutions, Inc.

     The undersigned, pursuant to the provisions set forth in the within
Warrant, hereby agrees to purchase ________ shares of Common Stock covered by
such Warrant, and makes payment herewith in full therefor at the price per share
provided by such Warrant in cash or by certified or official bank check in the
amount of, or, if the resale of such Common Stock by the undersigned is not
currently registered pursuant to an effective registration statement under the
Securities Act of 1933, as amended, by surrender of securities issued by the
Company (including a portion of the Warrant) having a market value (in the case
of a portion of this Warrant, determined in accordance with Section 2(b) of the
Warrant) equal to $_________. Please issue a certificate or certificates for
such shares of Common Stock in the name of and pay any cash for any fractional
share to:

                                     Name:

                                     Signature:
                                     Address:



                                     Note: The above signature should correspond
                                           exactly with the name on the face of
                                           the within Warrant

and, if said number of shares of Common Stock shall not be all the shares
purchasable under the within Warrant, a new Warrant is to be issued in the name
of said undersigned covering the balance of the shares purchasable thereunder
less any fraction of a share paid in cash.



                                      -16-
<PAGE>


                               FORM OF ASSIGNMENT



     FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers
all the rights of the undersigned under the within Warrant, with respect to the
number of shares of Common Stock covered thereby set forth hereinbelow, to:



NAME OF ASSIGNEE                      ADDRESS                     NO. OF SHARES




, and hereby irrevocably constitutes and appoints ______________________________
 as agent and attorney-in-fact to transfer said Warrant on the books of the
within-named corporation, with full power of substitution in the premises.

Dated: _______, 200_



In the presence of:



-----------------------

                                    Name:

                                    Signature:

                                    Title of Signing Officer or Agent (if any):

                                    Address:


                                    Note: The above signature should correspond
                                          exactly with the name on the face of
                                          the within Warrant.