<PAGE>

                                          Exhibit 10.8


NEITHER THE WITHIN WARRANTS NOR THE UNDERLYING SHARES (TOGETHER, THE
"SECURITIES") HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR
AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH
DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS
OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS.

                            BREAKAWAY SOLUTIONS, INC.

                         COMMON STOCK PURCHASE WARRANTS

         THIS CERTIFIES THAT, for value received, SCP Private Equity Partners
II, L.P., a Delaware limited partnership, or registered assigns (the "HOLDER"),
is hereby issued 6,491,631 warrants ("WARRANTS") to purchase from Breakaway
Solutions, Inc., a Delaware corporation (the "COMPANY"), at any time until
January 11, 2006 (the "Expiration Date"), fully paid and non-assessable shares
of the Company's Common Stock, par value $.000125 per share ("COMMON STOCK"), at
the exercise price of $0.6875 per Warrant (the "EXERCISE PRICE"), subject to the
provisions hereinafter set forth and the provisions of the Loan and Security
Agreement among Holder, SCP Private Equity Partners II, L.P., as agent, and the
Company dated February 16, 2001 (the "LOAN AND SECURITY AGREEMENT"); provided,
that if the average Closing Bid Price of the Common Stock for the five trading
days immediately prior to January 31, 2002 is less than the Exercise Price then
in effect, the Exercise Price shall be reduced to such average Closing Bid
Price. "CLOSING BID PRICE" means (i) the closing bid price on Nasdaq (ii) or, if
the Common Stock is not trading on Nasdaq, on the OTC Bulletin Board (iii) or,
if there is no bid price for the Common Stock on the OTC Bulletin Board on any
relevant date, the price agreed by the Company and the Holder for such date.
Each Warrant is initially exercisable for one share of Common Stock, subject to
adjustment as set forth herein.

         This instrument is being issued pursuant to the surrender by ICG
Holdings, Inc., a Delaware corporation ("ICG Holdings"), to the Company of
6,491,631 warrants (out of a total of 9,737,447 warrants (the "Original
Warrants")) to purchase from the Company shares of Common Stock at the exercise
price of $0.6875 per warrant originally issued by the Company to ICG Holdings on
January 19, 2001 (the "Surrender"). The Surrender was effected pursuant to an
amendment (the "Loan Amendment") entered into on the date of the issuance hereof
to the Loan and Security Agreement between ICG Holdings, Inc. and the Company
dated January 19, 2001, as amended, (the "ICG Loan Agreement") and the separate
Loan and Security Agreement. The amendments to the terms and conditions to which
the Warrants are subject from the terms and conditions to which the Original
Warrants were subject were agreed to by ICG Holdings and SCP as part of the Loan
Amendment and the Loan and Security Agreement, respectively.

         The Warrants are subject to the following terms and conditions:

<PAGE>

1.       METHOD OF EXERCISE: PAYMENT.

     (a) CASH EXERCISE. Any number of Warrants may be exercised by the Holder
from time to time by the surrender of this instrument along with the notice
of exercise form attached hereto as EXHIBIT A (the "NOTICE OF EXERCISE") at
the principal office of the Company, and by payment to the Company of an
amount equal to the Exercise Price multiplied by the number of Warrants being
exercised, which amount may be paid in cash, by wire transfer, by certified
check payable to the order of the Company, or as set forth in Section 1(b)
below. The person or persons in whose name(s) any certificate(s) representing
Common Stock shall be issuable upon exercise of Warrants shall be deemed to
have become the holder(s) of record of, and shall be treated for all purposes
as the record holder(s) of, the Common Stock represented thereby (and such
Common Stock shall be deemed to have been issued) immediately prior to the
close of business on the day on which the Holder either delivers this
instrument and the Notice of Exercise to the Company or delivers this
instrument and the Notice of Exercise to a nationally recognized courier
service for next business day delivery to the Company (the "EXERCISE DATE.")

     (b) NET ISSUE EXERCISE. The Holder may elect to pay the Exercise Price
in Common Stock by surrender of this instrument at the principal office of
the Company along with the Notice of Exercise in which Alternative No. 2 is
elected by the Holder. In such event, the Company shall issue to the Holder a
number of shares of Common Stock computed using the following formula:

                                   X = Y (A-B)
                                   -----------
                                        A

                        Where X      =    the number of shares of Common Stock
                                          to be issued to the Holder.

                              Y      =    the number of shares of Common Stock
                                          as to which this instrument is being
                                          exercised.

                              A      =    the fair market value of one share of
                                          Common Stock as of the date of
                                          exercise.

                              B      =    the Exercise Price

     (c) FAIR MARKET VALUE. For purposes of this Section 1, the fair market
value of one Warrant Share shall mean:

         (i) The highest sale price of a share of Common Stock over the ten
trading days immediately preceding the Exercise Date on the Nasdaq Stock
Market, the Over-The-Counter Market, or any other exchange on which the
Common Stock is listed, whichever is applicable; or

                                      -2-
<PAGE>

         (ii) If the Company's Common Stock is not traded on the Nasdaq Stock
Market or Over-The-Counter or on an exchange, the fair market value of a
share of Common Stock shall be determined in good faith by the Company's
Board of Directors using similar diligence and valuation methods as applied
by the Company's Board of Directors in determining the fair market value of
incentive stock options.

     (d) STOCK CERTIFICATES. In the event of any exercise of the rights
represented by this instrument, as promptly as practicable on or after the
date of exercise and in any event within ten business days thereafter, the
Company at its expense shall issue and deliver to the person or persons
entitled to receive the same a certificate or certificates for the number of
shares of Common Stock issuable upon such exercise. In the event this
instrument is exercised in part, the Company at its expense will execute and
deliver to the Holder a new instrument of like tenor exercisable for the
number of unexercised Warrants.

     (e) TAXES. The issuance of Common Stock upon the exercise of this
instrument, and the delivery of certificates or other instruments
representing such Common Stock, shall be made without charge to the Holder
for any tax or other charge in respect of such issuance.

   2. STOCK FULLY PAID: RESERVATION OF COMMON STOCK. The Company agrees that
(i) all of the Common Stock issuable upon the exercise of the rights
represented by this instrument will, upon issuance and receipt of the
Exercise Price therefor, be fully paid and nonassessable, and free from all
preemptive rights, rights of first refusal or first offer, share transfer
taxes, liens and charges with respect to the issuance thereof and (ii) the
issuance of this instrument is free from all preemptive rights, rights of
first refusal or first offer, share transfer taxes, liens and charges with
respect to the issuance hereof. During the period within which the rights
represented by this instrument may be exercised, the Company shall at all
times use commercially reasonable efforts have authorized and reserved for
issuance sufficient shares of Common Stock to provide for the exercise of the
rights represented by this instrument, it being understood by the Holder
that, as of the date of issuance of this instrument, the Company does not
have sufficient shares of Common Stock that are authorized, not subject to
any reserves and available for issuance upon full exercise of this
instrument. Subject to the foregoing, the Company agrees that its issuance of
this instrument shall constitute full authority to its officers who are
charged with the duty of executing stock certificates to execute and issue
the necessary certificates for Common Stock upon the exercise of this
instrument. The Company shall not take any action which results in a
Conversion Price adjustment if the fully-diluted number of shares of Common
Stock outstanding after the action would exceed the total number of shares of
Common Stock authorized for issuance by the Company's Certificate of
Incorporation.

   3. CONVERSION. The Holders of this instrument shall have exercise rights
as follows (the "EXERCISE RIGHTS"):

     (a) RIGHT TO CONVERT. Each Warrant shall be exercisable in accordance
with Section 1, at the option of the Holder, at any time after the date of
issuance of this instrument, at the office of the Company or any transfer
agent for the

                                      -3-
<PAGE>

Warrants, into such number of fully paid and nonassessable shares of Common
Stock as is determined by dividing $0.6875 (or such lesser amount as equals the
Exercise Price, if the Exercise Price is reduced pursuant to the introductory
provisions hereof which precede Section 1) (the "ORIGINAL PRICE") by the
conversion price (the "CONVERSION PRICE") at the time in effect. The initial
Conversion Price per Warrant shall be the Original Price; PROVIDED, HOWEVER,
that the Conversion Price shall be subject to adjustment as set forth in Section
3(b) hereof; and PROVIDED, FURTHER, that the Conversion Price shall be reduced
to equal the Exercise Price upon a reduction in the Exercise Price pursuant to
the introductory provisions hereof which precede Section 1 if such reduced
Exercise Price is less than the Conversion Price then in effect..

   (b) CONVERSION PRICE ADJUSTMENTS. The Conversion Price shall be subject to
adjustment from time to time as follows:

         (i) (A) Upon each issuance (or deemed issuance pursuant to the
provisions hereof) by the Company of any Additional Stock (as defined in
Section 3(b)(ii)) after the date of issuance of this instrument, without
consideration or for an Effective Price per share less than the Conversion
Price in effect immediately prior to the issuance (or deemed issuance) of
such Additional Stock, then the Conversion Price in effect immediately prior
to each issuance (or deemed issuance) shall be reduced to the Effective Price
received by the Company upon such issuance (determined in accordance with
this Section 3(b)). The "EFFECTIVE PRICE" of shares of Additional Stock means
the quotient determined by dividing (i) the total number of such shares of
Additional Stock issued or sold, or deemed to have been issued or sold, by
the Company under Section 3 hereof, into (ii) the consideration received (or
deemed received) by the Company under Section 3 hereof for the issuance of
such shares of Additional Stock.

         (B) No adjustment of the Conversion Price shall be made in an amount
less than one-half of one cent ($0.005) per share, provided that any
adjustments which are not required to be made by reason of this sentence
shall be carried forward and shall be taken into account in any subsequent
adjustment to the Conversion Price.

         (C) In the case of the issuance of securities of the Company for
cash, the amount of consideration received by the Company for such securities
shall be deemed to be the amount of cash paid therefor before deducting any
discounts, commissions or other expenses allowed, paid or incurred by the
Company for any underwriting or otherwise in connection with the issuance and
sale thereof.

         (D) In the case of the issuance of securities of the Company for a
consideration in whole or in part other than cash, the consideration other
than cash shall be deemed to have a dollar value equal to the fair market
value of such non-cash consideration as determined in good faith by the Board
of Directors, irrespective of any accounting treatment thereof.

         (E) In the case of the issuance (whether before, on or after the
date of issuance of this instrument) of Options or Convertible Securities,
the following provisions shall apply for all purposes of this Section 3(b)(i)
and

                                      -4-
<PAGE>

Section 3(b)(ii) hereof. "OPTION" means rights, options or warrants to subscribe
for, purchase or otherwise acquire Common Stock or Convertible Securities.
"CONVERTIBLE SECURITIES" means any debt or equity security convertible into or
exchangeable for Common Stock.

                 (1) With respect to Options to purchase Common Stock, the
aggregate maximum number of shares of Common Stock deliverable upon exercise of
such Options shall be deemed to have been issued at the time such Options were
issued and for a consideration equal to the consideration (determined in the
manner provided in Section 3(b)(i)(C) and Section 3(b)(i)(D) hereof), if any,
received by the Company for such Options plus the minimum exercise price
provided in such Options for Common Stock covered thereby.

                 (2) With respect to Convertible Securities and Options to
purchase Convertible Securities, the aggregate maximum number of shares of
Common Stock deliverable upon the conversion or exchange of any such Convertible
Securities and the aggregate maximum number of shares of Common Stock issuable
upon the exercise of such Options to purchase Convertible Securities and the
subsequent conversion or exchange of such Convertible Securities shall be deemed
to have been issued at the time such Convertible Securities or such Options were
issued and for a consideration equal to the consideration, if any, received by
the Company for any such Convertible Securities and Options, plus the minimum
additional consideration, if any, to be received by the Company upon the
conversion or exchange of such Convertible Securities or the exercise of such
Options and the conversion or exchange of the Convertible Securities issuable
upon exercise of such Options (the consideration in each case to be determined
in the manner provided in Section 3(b)(i)(C) and 3(b)(i)(D) hereof).

                 (3) In the event of any change in the number of shares of
Common Stock deliverable, or in the consideration payable to the Company, upon
exercise of such Options or upon conversion or exchange of such Convertible
Securities, including, but not limited to, a change resulting from the
antidilution provisions thereof, the Conversion Price, to the extent in any way
affected by or computed using such Options or Convertible Securities, shall be
recomputed to reflect such change, but no further adjustment shall be made for
the actual issuance of Common Stock or any payment of such consideration upon
the exercise of any such Options or the conversion or exchange of such
Convertible Securities.

                 (4) Upon the expiration or termination of any such Options or
any such rights to convert or exchange Convertible Securities, the Conversion
Price, to the extent in any way affected by or computed using such Options or
Convertible Securities, shall be recomputed to reflect the issuance of only the
number of shares of Common Stock (and Options and Convertible Securities which
remain in effect) that were actually issued upon the exercise of such Options or
upon the conversion or exchange of such Convertible Securities.

                 (5) The number of shares of Common Stock deemed issued and the
consideration deemed paid therefor pursuant to Section 3(b)(i)(E)(1) and (2)
hereof shall be appropriately adjusted to reflect any change, termination or
expiration of the type described in either Section 3(b)(i)(E)(3) or (4) hereof.

                                      -5-
<PAGE>

         (ii) "ADDITIONAL STOCK" shall mean any shares of Common Stock issued
(or deemed to have been issued pursuant to Section 3(b)(i)(E) hereof) by the
Company after the date of issuance of this instrument OTHER THAN:

              (A) Common Stock issued pursuant to a transaction described in
Section 3(b)(iii) hereof;

              (B) Common Stock issued or issuable upon exercise of any
warrants issued pursuant to the terms of the Loan and Security Agreement, the
Loan Amendment and the ICG Loan Agreement;

              (C) Common Stock, Options or Convertible Securities issued
under the terms of stock option plans approved by the Company's Board of
Directors, but not exceeding the number of shares available for new grants
under such plans on January 11, 2001, plus the number of shares subject to
options outstanding under such plans on such date which become available for
new grants (e.g., due to cancellation, forfeiture or expiration of the
related options) plus 2,500,000 (in each case as adjusted for any stock
dividends, splits or combinations with respect to the Common Stock) and not
including any Options or Convertible Securities outstanding under such plans
on January 11, 2001, all of which are intended to be excluded from the
definition of Additional Stock by virtue of clause (D) below;

              (D) Common Stock issued upon conversion or exercise of any
Options or Convertible Securities described in the Company's filings made
prior to January 11, 2001 under the Securities Exchange Act of 1934, as
amended; and

              (E) Common Stock issued upon conversion or exercise of any
Options or Convertible Securities issued by the Company to Invest Inc. on or
about December 11, 2000.

         (iii) In the event the Company at any time or from time to time
after the date of issuance of this instrument fixes a record date for the
effectuation of a split or subdivision of the outstanding shares of Common
Stock or the determination of holders of shares of Common Stock entitled to
receive a dividend or other distribution payable in additional shares of
Common Stock or other securities or rights convertible into, or entitling the
holder thereof to receive directly or indirectly, additional shares of Common
Stock (hereinafter referred to as "COMMON STOCK EQUIVALENTS") without payment
of any consideration by such holder for the additional shares of Common Stock
or Common Stock Equivalents (including the additional shares of Common Stock
issuable upon conversion or exercise thereof), then, as of such record date
(or the date of such dividend, distribution, split or subdivision if no
record date is fixed), the Conversion Price shall be appropriately decreased
so that the number of shares of Common Stock issuable on exercise of each
Warrant shall be increased in proportion to such increase in the aggregate
number of shares of Common Stock or shares issuable with respect to Common
Stock Equivalents, with the number of shares issuable with respect to Common
Stock Equivalents determined from time to time in the manner provided for
deemed issuances in Section 3(b)(i)(E) hereof.

                                      -6-
<PAGE>

         (iv) If the number of shares of Common Stock outstanding at any time
after the date of issuance of this instrument is decreased by a combination
of the outstanding shares of Common Stock, then, following the record date of
such combination, the Conversion Price shall be appropriately increased so
that the number of shares of Common Stock issuable on exercise of each
Warrant shall be decreased in proportion to such decrease in the outstanding
shares of Common Stock.

        (c) OTHER DISTRIBUTIONS. In the event the Company shall declare a
distribution payable in securities of other persons, evidences of indebtedness
issued by the Company or other persons, assets or options or rights not referred
to in Section 3(b)(iii) hereof, then, in each such case for the purpose of this
Section 3(c), the Holder shall be entitled to a proportionate share of any such
distribution as though it was the holder of the number of shares of Common Stock
for which the Warrants are exercisable as of the record date fixed for the
determination of the holders of shares of Common Stock entitled to receive such
distribution.

        (d) RECLASSIFICATION, CONSOLIDATION OR MERGER. If while this instrument,
or any portion hereof, remains outstanding and unexpired there shall be (i) a
reorganization (other than a combination or subdivision of shares otherwise
provided for herein), (ii) a merger or consolidation of the Company with or into
another corporation in which the Company is not the surviving entity, or a
merger in which the Company is the surviving entity but the shares of the
Company's capital stock outstanding immediately prior to the merger are
converted by virtue of the merger into other property, whether in the form of
securities, cash, or otherwise, or (iii) a sale or transfer of the Company's
properties and assets as, or substantially as, an entirety to any other person,
then, as a part of such reorganization, merger, consolidation, sale or transfer,
lawful provision shall be made so that the holder of this instrument shall
thereafter be entitled to receive upon exercise of this instrument, during the
period specified herein and upon payment of the Exercise Price then in effect,
the number of shares of stock or other securities or property of the successor
or purchasing corporation resulting from such reorganization, merger,
consolidation, sale or transfer that a holder of the shares deliverable upon
exercise of this instrument would have been entitled to receive in such
reorganization, consolidation, merger, sale or transfer if this instrument had
been exercised immediately before such reorganization, merger, consolidation,
sale or transfer, all subject to further adjustment as provided in this Section
3. The foregoing provisions of this section shall similarly apply to successive
reorganizations, consolidations, mergers, sales and transfers and to the stock
or securities of any other corporation that are at the time receivable upon the
exercise of this instrument. If the per share consideration payable to the
Holder in connection with any such transaction is in a form other than cash or
marketable securities, then the value of such consideration shall be agreed upon
by the parties hereto, provided that if the parties cannot agree, the value
shall be determined in good faith by the Company's Board of Directors. In all
events, appropriate adjustment shall be made in the application of the
provisions of this instrument (including adjustment of the Exercise Price and
number of shares of Common Stock purchasable pursuant to the terms and
conditions of this instrument) with respect to the rights and interests of the
Holder after the transaction, to the end that the provisions of this instrument
shall be applicable after that event, as near as reasonably may be, in relation
to any shares or other property deliverable after that event upon exercise of
this instrument.

                                      -7-
<PAGE>

        (e) NO IMPAIRMENT. The Company will not in any manner avoid or seek to
avoid the observance or performance of any of the terms to be observed or
performed hereunder by the Company, but will at all times in good faith assist
in the carrying out of all the provisions of this Section 3 and in the taking of
all such action as may be necessary or appropriate in order to protect the
Exercise Rights of the Holder against any manner of impairment.

        (f) CERTIFICATE AS TO ADJUSTMENTS. Upon the occurrence of each
adjustment or readjustment of the Conversion Price pursuant to this Section 3,
the Company, at its expense, shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and prepare and furnish to the
Holder a certificate setting forth such adjustment or readjustment and showing
in detail the facts upon which such adjustment or readjustment is based. The
Company shall, upon the written request at any time of the Holder, furnish or
cause to be furnished to the Holder a like certificate setting forth (A) such
adjustment and readjustment, (B) the Conversion Price at the time in effect, and
(C) the number of shares of Common Stock and the amount, if any, of other
property which at the time would be received upon exercise of a Warrant.

     4. NOTICES.

        (a) In the event that the Company shall propose at any time:

           (i) to declare any dividend or distribution upon its Common Stock (or
other stock or securities at the time receivable upon the exercise of this
instrument) whether in cash, property, stock or other securities, whether or not
a regular cash dividend and whether or not out of earnings or earned surplus;

           (ii) to offer for subscription pro rata to the holders of any class
or series of its stock any additional shares of stock of any class or series or
other rights;

           (iii) to effect any reclassification or recapitalization of its
Common Stock (or other stock or securities at the time receivable upon the
exercise of this instrument) outstanding involving a change in such securities;
or

           (iv) to merge or consolidate with or into any other corporation, or
sell, lease or convey all or substantially all its property or business, or to
voluntarily liquidate, dissolve or wind up; then, in connection with each such
event, the Company shall send to the Holder (1) at least ten (10) days' prior
written notice of the date on which a record shall be taken for such dividend,
distribution or subscription rights (and specifying the date on which the
holders of Common Stock shall be entitled thereto) or for determining rights to
vote, if any; and (2) at least ten (10) days' prior written notice of the date
when the same shall take place, and the date, if any is to be fixed, on which
the holders of record of Common Stock shall be entitled to exchange their Common
Stock for securities or other property deliverable upon the occurrence of such
event.

                                      -8-
<PAGE>

        (b) Any written notice by the Company required or permitted hereunder
shall be given by hand delivery, by an overnight courier of national reputation
or first class mail, postage prepaid, addressed to the Holder at the address
shown on the books of the Company for the Holder.

     5. LEGEND. Each certificate evidencing the Common Stock issued upon
exercise of this instrument, or upon transfer of such shares (other than a
transfer registered under the Act or any subsequent transfer of shares so
registered) shall be stamped or imprinted with a legend substantially in the
following form:

          THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
          ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
          HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
          STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF
          COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
          IS NOT REQUIRED.

     6. REMOVAL OF LEGEND. Upon request of a holder of a certificate with the
legends referred to in Section 5 hereof, the Company shall issue to such
holder a new certificate therefor free of any transfer legend, if, with such
request, the Company shall have received an opinion of counsel to the effect
that any transfer by such holder of the shares evidenced by such certificate
will not violate the Act.

     7. FRACTIONAL SHARES. No fractional shares will be issued in connection
with any exercise hereunder.  Any fraction of a share resulting from any
calculation will be rounded up to the next whole share.

     8. TRANSFERABLITY. Subject to compliance with applicable federal and
state securities laws, this instrument and all rights hereunder are
transferable, in whole or in part, without charge to the Holder hereof
(except for transfer taxes), upon surrender of this instrument properly
endorsed. The Company shall register any such transfer upon surrender of this
instrument and the duly completed assignment form attached hereto as Exhibit
B. In addition, this instrument may be exchanged or combined at the option of
the Holder for another instrument of like tenor and representing in the
aggregate a like number of Warrants upon presentation thereof to the Company
with written notice signed by the Holder specifying the denominations in
which the new Warrants are to be issued. Upon surrender of this instrument
pursuant to this Section 8, the Company shall, without charge, execute and
deliver a new instrument of like tenor in the requested amounts and in the
requested names and, if the Holder's entire interest is not being
transferred, in the name of the Holder with respect to the portion not
transferred, and the instrument(s) surrendered shall be canceled.

     9. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents
and warrants to the Holder as follows:

                                      -9-
<PAGE>

        (a) This instrument has been duly authorized and executed by the Company
and is a valid and binding obligation of the Company enforceable in accordance
with its terms.

        (b) Except as otherwise set forth herein, the shares of Common Stock
issuable upon exercise hereof have been duly authorized and reserved for
issuance by the Company.

        (c) The execution and delivery of this instrument are not, and the
issuance of Common Stock upon exercise of this instrument in accordance with the
terms hereof will not be, inconsistent with the Company's charter documents or
any agreement by which the Company is bound.

     10. REPRESENTATIONS AND WARRANTIES BY THE HOLDER. The Holder represents
and warrants to the Company as follows:

        (a) This instrument and the shares of Common Stock issuable upon
exercise hereof, are being acquired for its own account, for investment and not
with a view to any distribution thereof.

        (b) The Holder understands that this instrument and the shares of Common
Stock issuable upon exercise hereof have not been registered under the Act by
reason of their issuance in a transaction exempt from the registration and
prospectus delivery requirements of the Act pursuant to Section 4(2) thereof,
and that they must be held by the Holder indefinitely, and that the Holder must
therefore bear the economic risk of such investment indefinitely, unless a
subsequent disposition thereof is registered under the Act or is exempted from
such registration.

        (c) The Holder has such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of the
purchase of this instrument and the shares of Common Stock issuable upon
exercise hereof purchasable pursuant to the terms of this instrument and of
protecting its interests in connection therewith.

     11. RIGHTS OF STOCKHOLDERS. Except as otherwise provided herein, no
holder of this instrument shall be entitled, as such a holder, to vote or
receive dividends or be deemed the holder of Common Stock or any other
securities of the Company that may at any time be issuable on the exercise
hereof for any purpose, nor shall anything contained herein be construed to
confer upon the holder of this instrument, as such, any of the rights of a
stockholder of the Company or any right to vote for the election of directors
or upon any matter submitted to stockholders at any meeting thereof, or to
give or withhold consent to any corporate action (whether upon any
recapitalization, issuance of stock, reclassification of stock, change of par
value, consolidation, merger, conveyance, or otherwise) or to receive notice
of meetings, or to receive dividends or subscription rights or otherwise
until this instrument shall have been exercised and the shares of Common
Stock issuable upon exercise hereof purchasable upon the exercise hereof
shall have become deliverable, as provided herein.

                                      -10-
<PAGE>

     12. AUTHORIZED SHARES. If upon any exercise of this instrument the
Company does not have a sufficient number of shares of Common Stock
authorized and available for issuance upon such exercise, then the Company
shall issue to the Holder the maximum available number of shares of Common
Stock and, in lieu of the remaining shares of Common Stock as to which this
instrument has been exercised (the "REMAINING SHARES"), the Company shall pay
the Holder a cash sum equal to the product of (i) the Remaining Shares, and
(ii) the difference obtained by subtracting (A) the Conversion Price in
effect on the Exercise Date from (B) the Closing Bid Price on the Exercise
Date. Notwithstanding the foregoing, if the Holder effects such exercise
prior to April 10, 2001, then the Company may delay making any cash payment
until the Payment Date; provided, that if the Company has a sufficient number
of authorized shares of Common Stock prior to the Payment Date to issue to
the Holder all the Remaining Shares, the Company shall promptly issue to the
Holder the Remaining Shares, and such issuance shall relieve the Company of
its obligation to make a cash payment in accordance with the preceding
sentence. "PAYMENT DATE" shall mean the first to occur of (i) April 10, 2001,
(ii) the date following a special meeting of the Company's stockholders held
not later than April 9, 2001 to vote upon an amendment (the "AMENDMENT") to
the Company's Certificate of Incorporation to increase the number of
authorized shares of Common Stock to up to 245,000,000 shares (the "SPECIAL
MEETING"), (iii) March 20, 2001, if the Company has not filed a preliminary
proxy statement with the Securities and Exchange Commission with respect to
the Special Meeting by such date, or (iv) March 30, 2001, if the Company has
not mailed definitive proxy materials to its stockholders for the Special
Meeting by such date. Notwithstanding the foregoing, the Company shall be
under no obligation to make a cash payment in lieu of issuing Remaining
Shares (but shall remain obligated to issue Remaining Shares) if (i) the
Amendment is duly approved at the Special Meeting and promptly thereafter the
Company files the Amendment with the Secretary of State of the State of
Delaware or (ii) Internet Capital Group, Inc. and its wholly-owned
subsidiaries shall not have voted all shares of Common Stock over which they
have voting control in favor of the Amendment.

     13. MISCELLANEOUS.

        (a) This instrument shall be construed and enforced in accordance with,
and the rights of the parties shall be governed by, the laws of the State of
Delaware without regard to principles of conflicts of law.

        (b) The headings in this instrument are for purposes of reference only,
and shall not limit or otherwise affect any of the terms hereof.

        (c) The representations, warranties, covenants and conditions of the
respective parties contained herein or made pursuant to this instrument shall
survive the execution and delivery of this instrument.

        (d) The terms of this instrument shall be binding upon and shall inure
to the benefit of any successors or assigns of the Company and of the holder or
holders hereof and of the Common Stock issued or issuable upon the exercise
hereof.

                                      -11-
<PAGE>

        (e) The Company shall not, by amendment of its charter documents, or
through any other means, directly or indirectly, avoid or seek to avoid the
observance or performance of any of the terms of this instrument and shall at
all times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to protect
the rights of the holder of this instrument against impairment.

        (f) Upon receipt of evidence reasonably satisfactory to the Company of
the loss, theft, destruction or mutilation of this instrument 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 such instrument, the
Company, at its expense, will execute and deliver to the holder of record, in
lieu thereof, a new instrument of like date and tenor.

        (g) This instrument and any provision hereof may be amended, waived or
terminated only by an instrument in writing signed by the Company and the
Holder.

                                      -12-

<PAGE>



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

          Issued this 16th day of February, 2001.

                                          BREAKAWAY SOLUTIONS, INC.

                                          By: /s/ Gordon Brooks
                                              -----------------------------
                                             Name:  Gordon Brooks
                                                  -------------------------
                                             Title: President and Chief
                                                    Executive Officer
                                                   ------------------------

Acknowledged and Accepted:

SCP PRIVATE EQUITY PARTNERS II, L.P.
BY:  SCP Private Equity II General Partner , L.P., its General Partner
BY:  SCP Private Equity II, LLC


      By:       /s/ Wayne B. Weisman
         --------------------------------------------
          Name:     Wayne B. Weisman
               --------------------------------------
          Title:    Manager
                -------------------------------------



                                      -13-

<PAGE>



                                    EXHIBIT A
                               NOTICE OF EXERCISE


TO:       Breakaway Solutions, Inc.
          Attention: General Counsel

Alternative No. 1. In lieu of exercising the attached instrument for cash or
check, the undersigned hereby elects to effect the net issuance provision of
Section 1(b) of this instrument. This exercise is for ____________ shares of
Common Stock.

Alternative No. 2. The undersigned hereby elects to purchase ________________
shares of Common Stock pursuant to the terms of this instrument, and tenders
herewith payment of the purchase price of such shares in full.

FOR EITHER ALTERNATIVE:  Please issue a certificate or certificates representing
said shares in the name of the undersigned or in such other name as is specified
below:


                          -----------------------------
                                     (Name)


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

                          -----------------------------
                                    (Address)


                                                 -------------------------
                                                 (Signature and Date)
                                                 Title:_____________________


                                      A-1

<PAGE>



                                    EXHIBIT B
                                 ASSIGNMENT FORM



FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

Name
     ------------------------------------------------
        (please typewrite or print in block letters)

Address
        ------------------------------------

Taxpayer Identification No.
                            ----------------------------------

its right represented by this instrument to purchase_____________ shares of
Common Stock and does hereby irrevocably constitute and appoint________________
attorney-in-fact to transfer the same on the books of__________________________
with full power of substitution in the premises.

Date:__________________________



Signature/Title_________________________________
                      Note:  The signature must conform in all respects to name
                             of the holder as specified on the face of this
                             instrument.




Taxpayer Identification number of transferor

                                      B-1