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                                                                Exhibit 10.1

                            BREAKAWAY SOLUTIONS, INC.

                   SERIES A PREFERRED STOCK PURCHASE AGREEMENT



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                             EXHIBITS AND SCHEDULES

Exhibit A - Certificate of Designation
Exhibit B - Form of Warrant
Exhibit C - Schedule of Purchasers
Exhibit D - Investor Rights Agreement
Exhibit E - Investor Voting Agreement
Exhibit F - Executive and Director Voting Agreement
Exhibit G - Key Holder Voting Agreement
Exhibit H - Material Contracts
Exhibit I - Schedule of Leases
Exhibit J - Form of Non-Solicitation and Proprietary Information and Inventions
            Agreements
Exhibit K - Form of Non-Competition Agreement
Exhibit L - Form of Key Employee Certificate
Exhibit M - Form of Lock-Up Agreement
Exhibit N - Form of Compliance Certificate
Exhibit O - Form of Opinion of Counsel
Exhibit P - Form of Letter Agreement

Schedule 5.23 - Absence of Change

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         THIS SERIES A PREFERRED STOCK PURCHASE AGREEMENT (the "Agreement") is
entered into as of February 16, 2001, among BREAKAWAY SOLUTIONS, INC., a
Delaware corporation (the "Company"), SCP PRIVATE EQUITY PARTNERS II, L.P., a
Delaware limited partnership ("SCP"), and ICG HOLDINGS, INC., a Delaware
corporation ("ICG"). (SCP and ICG are sometimes individually referred to as a
"Purchaser" and collectively as the "Purchasers.").

                                    RECITALS

         WHEREAS, the Company proposes to issue and sell to the Purchasers, and
the Purchasers propose to purchase from the Company an aggregate of 357,143
shares (the "Initial Preferred Stock") of the Company's Series A Preferred
Stock, $0.0001 par value ("Series A Preferred Stock"), initially convertible
into 35,714,300 shares of its Common Stock, $0.000125 par value ("Common
Stock"), at an aggregate purchase price of $25,000,080 ($70.00 per share of
Series A Preferred Stock);

         WHEREAS, SCP proposes to commit to purchase an additional 71,429 shares
of Series A Preferred Stock (the "Option Preferred Stock") at the aggregate
purchase price of $5,000,030 ($70.00 per share of Series A Preferred Stock) on
the terms and conditions hereinafter set forth; and

         WHEREAS, the Company proposes to issue and sell to the Purchasers
warrants (the "Warrants") to purchase up to 42,857,149 shares of Common Stock at
an exercise price of $0.70 per share;

         NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual promises hereinafter set forth, the parties hereto, intending to be
legally bound hereby, agree as follows:

1.       AUTHORIZATION AND SALE OF SECURITIES.

         1.1 AUTHORIZATION. On or prior to the Closing (as defined in Section 2
below), the Company shall have authorized (a) the sale and issuance to the
Purchasers of the Initial Preferred Stock; (b) the sale and issuance of the
Option Preferred Stock, (c) the sale and issuance of the Warrants; (d) the
issuance of up to 171,428 shares of Series A Preferred Stock as cumulative
dividends to the Purchasers (the "Dividend Stock"); (e) the issuance of the
shares of Common Stock issuable upon exercise of the Warrants (the "Warrant
Stock"); and (f) the issuance of the shares of Common Stock issuable upon
conversion of the Initial Preferred Stock, the Option Preferred Stock, and the
Dividend Stock (collectively, the "Conversion Stock"). The Series A Preferred
Stock shall have the rights, preferences, privileges and restrictions set forth
in the Certificate of Designation (the "Certificate") in the form attached to
this Agreement as Exhibit A. The Warrants shall be substantially in the form
attached hereto as Exhibit B.

         1.2 SALE AND ISSUANCE OF SECURITIES. Subject to the terms and
conditions hereof, the Company will issue and sell to each Purchaser severally,
and each Purchaser will purchase from the Company severally, the number of
shares of Initial Preferred Stock and the number of Warrants set forth opposite
such Purchaser's name on the Schedule of Purchasers attached hereto as Exhibit C
at the respective purchase price specified on the Schedule of Purchasers. Such
purchase price shall be paid to the Company by the Purchasers in the following
manner:

                  (a) At the Closing the outstanding principal amount, plus
accrued interest, under the Loan and Security Agreement, dated as of February
16, 2001, between the Company and SCP (the "SCP Loan and Security Agreement"),
and the Loan and Security Agreement, dated as of January 19,

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2001, as amended as of February 16, 2001, between the Company and ICG (the "ICG
Loan and Security Agreement") shall be deemed paid by the Company and applied to
the purchase price. (The SCP Loan and Security Agreement and the ICG Loan and
Security Agreement are sometimes collectively referred to as "the Loan and
Security Agreements" and individually as a "Loan and Security Agreement.")

                  (b) The balance of the purchase price shall be paid in
installments, upon submission to the Purchasers, on or before the expiration of
four months after the Closing Date, of a written request therefore from the
Company (each, a "Request") which certifies the Company's then current
compliance with the Budget and Financial Management Plan previously prepared by
the Company and approved by the Purchasers (the "Plan") and the Company's need
for an installment of the purchase price in the amount projected for payment at
such time under the Plan. Each Request must be received by the Purchasers not
less than two business days prior to the desired date of payment and must be
accompanied by financial information from the Company confirming to the
reasonable satisfaction of the Purchasers the accuracy of the certifications
contained in the Request. All payments of purchase price pursuant to a Request
shall be made to the Company, by wire transfer to its primary operating account,
as provided by the Company to the Purchasers. Each installment of purchase price
paid by the Purchasers shall be comprised of payments made by the Purchasers in
proportion to their respective shares of the aggregate purchase price for the
Initial Preferred Stock (I.E., 60% by SCP and 40% by ICG, sometimes hereinafter
referred to as the "Ratio"); provided that in the event that the outstanding
amounts (principal plus accrued interest) owing with respect to the Loan and
Security Agreements on the Closing Date are not in proportion to the Ratio,
payments of each installment shall first be made by the Purchaser whose share of
outstanding principal and interest on the Closing Date was less than its share
of the Ratio until such time as the Ratio shall be restored.

2.       CLOSING DATES: DELIVERY; OPTION PREFERRED STOCK

         2.1 CLOSING DATE. The closing of the purchase and sale of the Initial
Preferred Stock and the Warrants hereunder (the "Closing") shall be held at the
offices of Saul Ewing LLP, Centre Square West, 1500 Market Street, 38th Floor,
Philadelphia, PA 19102-2186, at 10:00 a.m. on a date as soon as practical, but
in no event later than the Maturity Date, as that term is defined in the Loan
and Security Agreements, as they may be amended from time to time, or at such
other time or place as the Company and the Purchasers may mutually agree (the
"Closing Date").

         2.2 DELIVERY. At the Closing, the Company will deliver to each
Purchaser a certificate or certificates, registered in such Purchaser's name,
representing the total number of shares of Initial Preferred Stock and the
Warrants purchased by such Purchaser, as set forth opposite such Purchasers name
in Exhibit C, against the initial installment of the purchase price therefor, in
accordance with the provisions of Section 1.2 hereof.

         2.3 OPTION PREFERRED STOCK; SECOND CLOSING DATE. On the basis of the
representations, warranties and agreements herein contained, and upon the terms
but subject to the conditions herein set forth, SCP commits to purchase the
Option Preferred Stock for an aggregate purchase price of $5,000,030. The
Company may exercise its right to sell the Option Preferred Stock upon notice by
the Company to SCP, which notice may be given during a period commencing 180
days after the Closing Date and ending 365 days after the Closing Date. The
closing of the purchase and sale of the Option Preferred Stock (the "Second
Closing") shall take place at 10:00 a.m. on the tenth business day following
receipt of notice by SCP at the offices of Saul Ewing LLP, Centre Square West,
1500 Market Street, 38th Floor, Philadelphia, PA 19102-2186, or at such other
time or place as the

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Company and SCP may mutually agree (the "Second Closing Date"). At the Second
Closing, the Company will deliver to SCP a certificate or certificates,
registered in SCP's name, representing the shares of Option Preferred Stock,
against payment of the purchase price therefor, by check payable to the Company
or wire transfer in accordance with the Company's instructions. The obligation
of SCP to purchase the Option Preferred Stock is subject to satisfaction of the
conditions specified in Section 5.

3.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         Except as set forth on a Schedule of Exceptions delivered by the
Company to the Purchasers simultaneously with the execution and delivery of this
Agreement, the Company hereby represents and warrants to the Purchasers as of
the date of this Agreement as follows:

         3.1 ORGANIZATION, GOOD STANDING AND QUALIFICATION, CERTIFICATE AND
BY-LAWS. The Company is a corporation duly organized and validly existing under,
and by virtue of, the laws of the State of Delaware and is in corporate good
standing under such laws. The Company is duly qualified and is authorized to do
business and is in good standing as a foreign corporation in all jurisdictions
in which the nature of its activities and of its properties (both owned and
leased) makes such qualification necessary, except for those jurisdictions in
which failure to do so would not have a material adverse effect on the Company
or its business. The Company has furnished the Purchasers or its special counsel
with copies of its Third Amended and Restated Certificate of Incorporation and
Amended and Restated By-Laws, as amended and as in effect on the date hereof.
Said copies are true, correct and complete and contain all amendments through
the date hereof.

         3.2 REPORTING STATUS. The Common Stock is registered under Section
12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
The Company has filed in a timely manner all documents that the Company was
required to file under the Exchange Act during the 12 months preceding the date
of this Agreement. The following documents ("SEC Reports") complied in all
material respects with the requirements of the Exchange Act as of their
respective filing dates, and the information contained therein as of the date
thereof did not contain an untrue statement of a material fact, or omit to state
a material fact required to be stated therein, or necessary to make the
statements therein in light of the circumstances under which they were made, not
misleading:

                  3.2.1 The Company's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the Securities and Exchange Commission (the
"SEC") on March 30, 2000 (the "Annual Report on Form 10-K");

                  3.2.2 The Company's Definitive Proxy Statement filed with the
SEC on April 20, 2000, in connection with the 2000 Annual Meeting of
Stockholders; and

                  3.2.3 All other documents, if any, filed by the Company with
the SEC since March 31, 2000 pursuant to the reporting requirements of the
Exchange Act.

         3.3 FINANCIAL STATEMENTS. The audited and unaudited financial
statements included in the SEC Reports (the "Financial Statements") are complete
and correct in all material respects and have been prepared in accordance with
generally accepted accounting principles applied on a consistent basis
throughout the periods indicated, except as may otherwise be permitted under the
rules and regulations promulgated under the Exchange Act. The Financial
Statements accurately set out and describe the financial condition and operating
results of the Company as of the dates, and for the periods,

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indicated therein. The Company maintains and shall continue to maintain its
current system of accounting established and administered in accordance with
generally accepted accounting principles.

         3.4 ABSENCE OF CHANGES. Except as disclosed in the SEC Reports, since
December 31, 1999: (a) the Company has not entered into any transaction which
was not in the ordinary course of business; (b) there has been no damage to,
destruction of or loss of physical property (whether or not covered by
insurance) materially and adversely affecting the business or operations of the
Company; (c) the Company has not declared or paid any dividend or made any
distribution on its stock, or redeemed, purchased or otherwise acquired any of
its stock; (d) there has not been any material change in any compensation
arrangement or agreement with any employee, officer, director or stockholder;
(e) there has been no resignation or termination of employment of any key
officer, consultant or employee of the Company, and the Company does not know of
the impending resignation or termination of employment of any such officer,
consultant or employee that if consummated would have a materially adverse
effect on its business; (f) there has been no labor organization activity or
labor dispute involving the Company or its employees and no labor dispute is
pending or, to the best of the Company's knowledge, threatened; (g) there has
not been any change, except in the ordinary course of business, in the
contingent obligations of the Company, by way of guaranty, endorsement,
indemnity, warranty or otherwise; (h) there have not been any loans made by the
Company to any of its employees, officers or directors other than travel
advances and office advances made in the ordinary course of business; (i) there
has not been any waiver by the Company of a valuable right or of a material debt
owed to it; and (j) there has not been any debt, obligation or liability
incurred, assumed or guaranteed by the Company, except those for immaterial
amounts and for current liabilities incurred in the ordinary course of business;
(k) there has not been any satisfaction or discharge of any lien, claim or
encumbrance or payment of any obligation by the Company, except in the ordinary
course of business and that is not material to the assets, properties, financial
condition, operating results or business of the Company (as such business is
presently conducted and as it is proposed to be conducted); (l) the Company has
not received notice that there has been a loss of, or material order
cancellation by, any major customer or supplier of the Company; (m) there has
been no mortgage, pledge, transfer of a security interest in, or lien, created
by the Company, (n) there has been no sale, assignment or transfer of any
patents, trademarks, copyrights, trade secrets or other intangible assets; (o)
there has been no change in any material agreement to which the Company is a
party or by which it is bound which materially and adversely affects the
business, assets, liabilities, financial condition, operations or prospects of
the Company; (p) with respect to any of its material properties or assets,
except liens for taxes not yet due or payable; there has been no other event or
condition of any character pertaining to and materially and adversely affecting
the assets or business of the Company; and (q) the Company has not entered into
any arrangement or commitment to do any of the acts described in subsection (a)
through (p) above.

         3.5 CORPORATE POWER. The Company has all requisite corporate power and
authority to own and operate its properties and assets, to execute and deliver
this Agreement, the Investor Rights Agreement in the form attached hereto as
Exhibit D (the "Investor Rights Agreement"), the Investor Voting Agreement
attached hereto as Exhibit E (the "Investor Voting Agreement"), and to issue and
sell the Initial Preferred Stock, the Option Preferred Stock, the Warrants, the
Warrant Stock, and the Conversion Stock, to issue the Dividend Stock, to carry
out the provisions of this Agreement, the Investor Rights Agreement, the
Investor Voting Agreement and the Certificate and to carry on its business as
presently conducted and as presently proposed to be conducted.

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         3.6 SUBSIDIARIES. The Company has no subsidiaries or affiliated
companies and does not otherwise own or control, directly or indirectly, any
equity interest in any corporation, association or business entity and the
Company is not a subsidiary of any corporation or entity. The Company is not a
participant in any joint venture, partnership or similar venture.

         3.7 CAPITALIZATION; VOTING RIGHTS.

                  3.7.1 The authorized capital stock of the Company consists of
80,000,000 shares of Common Stock, 50,856,132 shares of which are issued and
outstanding as of February 14, 2001, and 5,000,000 shares of Preferred Stock,
$0.0001 par value ("Preferred Stock"), none of which are issued and outstanding.

                  3.7.2 As of the Closing Date, the authorized capital stock of
the Company will consist of 245,000,000 shares of Common Stock and 5,000,000
shares of Preferred Stock, of which 600,000 shares shall be designated "Series A
Preferred Stock", and none of which shall be issued and outstanding.

                  3.7.3 All issued and outstanding shares of the Common Stock
(a) have been duly authorized and validly issued, (b) are fully paid and
nonassessable, and (c) were issued in compliance with all applicable federal and
state laws concerning the issuance of securities. Upon the filing of the
Certificate with the Secretary of State of the State of Delaware the rights,
preferences, privileges and restrictions of the Series A Preferred Stock will be
as stated in the Certificate. Upon the Closing, each share of Series A Preferred
Stock will be convertible into one (1) share of Common Stock. The Conversion
Stock, the Warrant Stock and the Dividend Stock have been duly and validly
reserved for issuance. Other than as described on the Schedule of Exceptions,
there are no outstanding options, warrants, rights (including conversion or
preemptive rights and rights of first refusal), proxy or stockholder agreements,
or agreements of any kind for the purchase or acquisition from the Company of
any of its securities. When issued in compliance with this Agreement and the
Certificate, the Initial Preferred Stock, the Option Preferred Stock, the
Dividend Stock, the Warrant Stock and the Conversion Stock shall be validly
issued, fully paid and nonassessable and issued in compliance with applicable
federal and state securities laws, shall be free of any liens or encumbrances,
other than any liens or encumbrances created by or imposed upon the holders
thereof through no action of the Company; provided, however, that the Initial
Preferred Stock, the Option Preferred Stock, the Dividend Stock, the Warrant
Stock and the Conversion Stock will be subject to restrictions on transfer under
state and/or federal securities laws as set forth herein.

         3.8 AUTHORIZATION. Except for the vote of the stockholders of the
Company (which shall have been obtained and remain in full force as of the
Closing Date), all corporate action on the part of the Company, its officers,
directors and stockholders necessary for the authorization, execution and
delivery of this Agreement and the Investor' Rights Agreement, the performance
of all obligations of the Company hereunder and thereunder, the Certificate and
the concurrent amendment of the Company's Certificate of Incorporation to
include the provisions of the Certificate, the authorization, sale, issuance and
delivery of the Warrants, the authorization, sale, issuance and delivery of the
Initial Preferred Stock, the Option Preferred Stock, the Warrant Stock and the
Conversion Stock, and the authorization, issuance and delivery of the Dividend
Stock, has been taken or shall be taken prior to the Closing. This Agreement,
the Investor Rights Agreement and the Investor Voting Agreement, when executed
and delivered, shall be valid and binding obligations of the Company enforceable
in accordance with their terms. The sale of the Initial Preferred Stock and the
Option Preferred Stock, the issuance of the Dividend Stock, the issuance of the
Warrant Stock, and any subsequent conversion

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of the Initial Preferred Stock, the Option Preferred Stock and the Dividend
Stock into Conversion Stock are not subject to any preemptive rights or rights
of first refusal.

         3.9 MATERIAL LIABILITIES. The Company has no material liabilities or
obligations, absolute or contingent (individually or in the aggregate), except
(a) the liabilities and obligations set forth in the Financial Statements and/or
in the financial information provided to the Purchasers as part of Schedule 5.23
of the Schedule of Exceptions, which taken together provide a complete and
accurate statement of the Company's financial condition at the date of this
Agreement, (b) liabilities and obligations under leases for its principal
offices and for equipment, and (c) liabilities and obligations under sales,
procurement and other contracts and arrangements entered into in the normal
course of business.

         3.10 AGREEMENTS; ACTIONS.

                  3.10.1 Except for agreements explicitly contemplated hereby,
there are no agreements, understandings or proposed transactions between the
Company and any of its executive officers, directors, affiliates or any
affiliate thereof.

                  3.10.2 Attached hereto as Exhibit H is a list of all
agreements, contracts, indebtedness, liabilities and other obligations to which
the Company is a party or by which it is bound that are material to the conduct
and operations of its business and properties. Copies of such agreements and
contracts and documentation evidencing such liabilities and other obligations
have been made available for inspection by the Purchasers and their counsel. All
of such agreements and contracts are valid, binding and in full force and effect
in all material respects, assuming due execution by the other parties to such
agreements and contracts.

                  3.10.3 There are no agreements, understandings, instruments,
contracts, proposed transactions, judgments, orders, writs or decrees to which
the Company is a party or to its knowledge by which it is bound which may
involve (i) obligations (contingent or otherwise) of, or payments to, the
Company in excess of $50,000, or (ii) the transfer or license of any patent,
copyright, trade secret or other proprietary right to or from the Company (other
than licenses arising from the purchase of "off the shelf" or other standard
products), or (iii) provisions restricting the development, manufacture or
distribution of the Company's products or services, or (iv) indemnification by
the Company with respect to any infringement of proprietary rights (other than
indemnification obligations arising from purchase, sale or license agreements
entered into in the ordinary course of business).

                  3.10.4 The Company has not (i) declared or paid any dividends,
or authorized or made any distribution upon or with respect to any class or
series of its capital stock, (ii) incurred any indebtedness for money borrowed
or any other liabilities individually in excess of $50,000 or, in the case of
indebtedness and/or liabilities individually less than $25,000, in excess of
$50,000 in the aggregate, (iii) made any loans or advances to any person, other
than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise
disposed of any of its assets or rights, other than the sale of its inventory in
the ordinary course of business.

                  3.10.5 For the purposes of subsections 3.10.3 and 3.10.4
above, all indebtedness, liabilities, agreements, understandings, instruments,
contracts and proposed transactions involving the same person or entity
(including persons or entities the Company has reason to

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believe are affiliated therewith) shall be aggregated for the purpose of meeting
the individual minimum dollar amounts of such subsections.

         3.11 OBLIGATIONS TO RELATED PARTIES.

                  3.11.1 There are no obligations of the Company to officers,
directors, beneficial holders of more than 1% of the Common Stock of the
Company (collectively, the "Stockholders", each individually a
"Stockholder"), or employees of the Company other than (i) for payment of
salary for services rendered, (ii) reimbursement for reasonable expenses
incurred on behalf of the Company and (iii) for other standard employee
benefits made generally available to all employees. The Company is not a
guarantor or indemnitor of any indebtedness of any other person, firm or
corporation.

                  3.11.2 No executive officer or director of the Company or
Stockholder, or any member of their immediate family is indebted to the
Company, nor is the Company indebted (or committed to make loans or extend or
guarantee credit) to any such person. To the Company's knowledge, no such
person has any direct or indirect ownership interest in any firm or
corporation with which the Company is affiliated or with which the Company
has a business relationship, or any firm or corporation that competes with
the Company, except that executives, officers and directors of the Company
and Stockholders, and members of their immediate families, may own up to 1%
of the outstanding stock of any publicly traded company that may compete with
the Company. No executive, officer, or director of the Company or
Stockholder, or, to the Company's knowledge, any member of their immediate
families is directly or indirectly interested in any material contract with
the Company (other than such contracts as relate to any such person's
ownership of capital stock or other securities of the Company).

         3.12 TITLE TO PROPERTY AND ASSETS; LIENS, ETC. The Company has good and
marketable title to its personal property and assets, and has good title to all
its leasehold interests in equipment, in each case subject to no mortgage,
pledge, lien, lease, encumbrance or charge, other than (a) the lien of current
taxes not yet due and payable, and (b) possible minor liens and encumbrances
which do not in any case materially detract from the value of the property
subject thereto or materially impair the operations of the Company, and which
have not arisen otherwise than in the ordinary course of business. All
facilities, machinery, equipment, fixtures, vehicles and other properties owned,
leased or used by the Company are in good operating condition and repair and are
reasonably fit and usable for the purposes for which they are being used. The
Company is in compliance with all material terms of each personal property lease
to which it is a party or is otherwise bound.

         3.13 REAL PROPERTY AND REAL PROPERTY LEASES. The Company owns no real
estate. The Schedule of Leases attached as Exhibit I contains an accurate and
complete list and description of the material terms (address, rental rate, term)
of all real property leases to which the Company is a party. Each lease set
forth in such Schedule is in full force and effect; in each case, the lessee has
been in peaceable possession since the commencement of the original term of such
lease; and there exists no event of default or event, occurrence, condition or
act (including the transactions anticipated hereby) which, with the giving of
notice, the lapse of time or the happening of any further event or condition,
would become a default under such lease. The properties leased by the Company
are in a state of good maintenance and repair and are being used. With respect
to real property leased by the Company, (a) the Company's operation of such
property has, to its knowledge, been, throughout the term of such use, in
compliance with all federal, state and local laws concerning the environment and
hazardous materials; (b) the Company has not received a notice of violation or
similar notice from any

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governmental authority or insurance company relating to the use, operation or
maintenance of such real properties; (c) there has been no condemnation or
eminent domain proceedings commenced or to the Company's knowledge threatened;
and (d) no environmental audit report or other evaluations of such real
properties have been commissioned or prepared by the Company.

         3.14 COMPLIANCE WITH OTHER INSTRUMENTS, NONE BURDENSOME, ETC. The
Company is not in violation of any term of its Certificate of Incorporation or
By-Laws, or, in any material respect, of any term or provision of any material
mortgage, indebtedness, indenture, contract, agreement, instrument, judgment or
decree, and to the best of its knowledge is not in violation of any order,
statute, rule or regulation applicable to the Company where such violation would
materially and adversely affect the Company. The execution, delivery and
performance of and compliance with this Agreement, the Investor Rights Agreement
and the Investor Voting Agreement, and the issuance of the Initial Preferred
Stock, the Option Preferred Stock, the Warrant Stock, the Conversion Stock and
the Dividend Stock will not, with or without the passage of time or giving of
notice, result in any material violation of, or conflict with, or constitute a
material default under, the Company's Certificate of Incorporation or By-Laws or
any of its agreements or result in the creation of, any mortgage, pledge, lien,
encumbrance or charge upon any of the properties or assets of the Company or the
suspension, revocation, impairment, forfeiture or nonrenewal of any permit,
license, authorization or approval applicable to the Company, its business or
operations or any of its assets or properties.

         3.15 COMPLIANCE WITH LAW; PERMITS. To its knowledge, the Company is not
in violation of any applicable statute, rule, regulation, order or restriction
of any domestic or foreign government or any instrumentality or agency thereof
in respect of the conduct of its business or the ownership of its properties
which violation would materially and adversely affect the business, assets,
liabilities, financial condition, operations or Plan of the Company. No
governmental orders, permissions, consents, approvals or authorizations are
required to be obtained and no registrations or declarations are required to be
filed in connection with the execution and delivery of this Agreement, the
Investor Rights Agreement or the Investor Voting Agreement, and the issuance of
the Initial Preferred Stock, the Option Preferred Stock, the Dividend Stock, the
Warrant Stock or the Conversion Stock, except such as has been duly and validly
obtained or filed, or with respect to any filings that must be made after the
Closing, as shall be filed in a timely manner. The Company has all franchises,
permits, licenses and any similar authority necessary for the conduct of its
business as now being conducted by it, the lack of which could materially and
adversely affect the business, properties or financial condition of the Company
and believes it can obtain, without undue burden or expense, any similar
authority for the conduct of its business as planned to be conducted.

         3.16 PATENTS AND OTHER INTANGIBLE ASSETS.

                  3.16.1 The Company (i) owns or has the right to use, free and
clear of all liens, claims and restrictions, all patents, trademarks, service
marks, trade names, copyrights (and licenses with respect to the foregoing) used
in the conduct of its business as now conducted or as proposed to be conducted
without infringing upon or otherwise acting adversely to the right or, to its
knowledge, the claimed right of any person under or with respect to any of the
foregoing, and (ii) is not obligated or under any liability whatsoever to make
any payments by way of royalties, fees or otherwise to any owner of, licensor
of, or other claimant to, any patent, trademark, trade name, copyright or other
intangible asset, with respect to the use thereof or in connection with the
conduct of its business or otherwise, other than as contemplated by any
agreement listed on the Schedule of Exceptions. The Company has not granted any
licenses or manufacturing rights with respect to its business as currently being
conducted.

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                  3.16.2 The Company owns and has the unrestricted right to use
all trade secrets, including know-how, inventions, designs, processes, and
technical data required for or incident to the development, manufacture,
operation and sale of all products and services proposed to be sold by the
Company, free and clear of any rights, liens or claims of others, including
without limitation, former employers of all current and former employees,
consultants, officers, and directors of the Company and the Stockholders.

                  3.16.3 Prior to the Closing, the Company will have obtained
from all current executive officers and other key employees of the Company
designated by the Purchasers (each a "Key Employee") Non-Solicitation and
Proprietary Information and Inventions Agreements in the form of Exhibit J
attached hereto, or such other form as shall be acceptable to the Purchasers.
The Company is not aware that any of its current or former executive officers or
Key Employees is in violation thereof, and the Company will use its commercially
reasonable efforts to prevent any such violation.

           3.17 LITIGATION, ETC. There are no actions, suits, proceedings
or investigations pending against the Company or its properties before any court
or governmental agency (nor, to the best of the Company's knowledge, is there
any reasonable basis therefor or threat thereof except with respect to trade
payables not current in accordance with their terms).

           3.18 EMPLOYEES. The Company has no collective bargaining
agreements with any of its employees. There is no labor union organizing
activity pending or, to the Company's knowledge, threatened with respect to the
Company. Other than as contemplated by this Agreement, no employee has any
agreement or contract, written or verbal, regarding his employment. To the
Company's knowledge, no executive officer or Key Employee of the Company, nor
any consultant with whom the Company has contracted, is in violation of any term
of any employment contract, proprietary information agreement or any other
agreement relating to the right of any such individual to be employed by, or to
contract with, the Company because of the nature of the business to be conducted
by the Company; and to the Company's knowledge the continued employment by the
Company of its present employees, and the performance of the Company's contracts
with its independent contractors, will not result in any such violation. The
Company has not received any notice alleging that any such violation has
occurred. No employee of the Company has been granted the right to continued
employment by the Company or to any material compensation following termination
of employment with the Company. The Company is not aware that any executive
officer or Key Employee, intends to terminate his or her employment with the
Company, nor does the Company have a present intention to terminate the
employment of any such person not provided for under the Plan. To the Company's
knowledge, the Company has complied in all material respects with all applicable
state and federal equal employment opportunity laws, rules and regulations and
other laws, rules and regulations related to employment. Prior to Closing, the
Company will have obtained (and provided a copy to the Purchasers) (a) from each
executive officer of the Company and each Key Employee receiving options from
the Company in connection with the execution of this Agreement, a
Non-Competition Agreement in the form attached as Exhibit K; (b) from each
present or former executive officer of the Company and present or former Key
Employee with whom the Company has an employment or other agreement under which
any payments are to be made or stock or options in the Company issued or vested
upon a change of control, a certification to the effect that neither this
Agreement nor the transactions contemplated by this Agreement will constitute a
change of control of the Company that would result in (i) any grant, vesting or
issuance of the Company's securities; or (ii) any acceleration of any such
grant, vesting or issuance; or (iii) any payment to such executive officer or
Key Employee, such certificate to be in the form attached as Exhibit L (the "Key
Employee Certificate");

                                       9
<PAGE>

(c) from the executive officers of the Company and Key Employees, an agreement
limiting sales of their shares of Common Stock in the form attached as Exhibit M
(the "Lock-Up Agreement").

         3.19 EMPLOYEE BENEFITS.

                  3.19.1 Except as set forth on the Schedule of Exceptions: (i)
each Employee Benefit Plan (as defined below) has been administered in material
compliance with its terms, and is in compliance in all material respects with
the applicable provisions of ERISA (as defined below), the Internal Revenue Code
of 1986, as amended (the "Code"), and all other applicable laws; (ii) the
Company has made or provided for all contributions required under the terms of
such plans; (iii) no Employee Benefit Plan has been the subject of a "reportable
event" (as defined in Section 4043 of ERISA) and there have been no "prohibited
transactions" (as described in Section 4975 of the Code or in Section 406 of
ERISA) with respect to any Employee Benefit Plan for which a statutory,
administrative or regulatory exemption is not available; (iv) there are and
during the past three years there have been no inquiries, proceedings, claims
(other than claims for benefits in the ordinary course) or suits pending or to
the knowledge of the Company threatened by any governmental agency or authority
or by any participant or beneficiary against any of the Employee Benefit Plans,
the assets of any of the trusts under such Employee Benefit Plans or the
Employee Benefit Plan sponsor or the Employee Benefit Plan administrator, or
against any fiduciary of any of such Employee Benefit Plans with respect to the
design or operation of the Employee Benefit Plans; (v) each Employee Benefit
Plan which is intended to be "qualified" within the meaning of Section 401(a) of
the Code is so qualified, and any trust created pursuant to any such Employee
Benefit Plan is exempt from federal income tax under Section 501(a) of the Code
and the IRS has issued each such Plan a favorable determination letter which is
currently applicable; and (vi) the Company is not aware of any circumstance or
event which would jeopardize the tax-qualified status of any such Employee
Benefit Plan or the tax-exempt status of any related trust, or which would cause
the imposition of any liability, penalty or tax under ERISA or the Code with
respect to any Employee Benefit Plan. For the purposes of this Section 3.19,
"Employee Benefit Plan" means all employee benefit plans of the Company as
defined in Section 3(3) of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA").

                  3.19.2 The Company does not maintain and is not obligated to
contribute to a "Multiemployer Plan" (as such term is defined by Section
4001(a)(3) of ERISA).

                  3.19.3 Neither the Company, nor any subsidiary of the Company,
nor any ERISA Affiliate, as hereinafter defined, maintains any retired life
and/or retired health insurance plans which provide for continuing benefits or
coverage for any employee or any beneficiary of an employee after such
employee's termination of employment (other than health continuation coverage as
required by Section 4980B of the Code or Part 6 of Title I of ERISA or any other
federal or state law, rule or regulation). For the purpose of this Section 3.19,
"ERISA Affiliate" means any trade or business, whether or not incorporated,
under common control with the Company within the meaning of Section 414(b), (c),
(m) or (o) of the Code.

                  3.19.4 The consummation of the transactions contemplated by
this Agreement will not (i) entitle any person to severance pay, unemployment
compensation or any other payment, (ii) accelerate the time of payment or
vesting, or increase the amount of compensation due to any such employee, or
(iii) result in any liability under Title IV of ERISA or otherwise.

                                       10
<PAGE>

         3.20 REGISTRATION RIGHTS AND VOTING RIGHTS. Except as set forth in the
Investor Rights Agreement (a) the Company is not under any contractual
obligation to register (as defined in Section 1.1 of the Investor Rights
Agreement) any of its presently outstanding securities or any of its securities
which may hereafter be issued; and (b) to the Company's knowledge, no
stockholder of the Company has entered into any agreement with respect to the
voting of equity securities of the Company.

         3.21 GOVERNMENTAL CONSENT, ETC. No consent, approval or authorization
of (or designation, declaration of filing with) any governmental authority on
the part of the Company is required in connection with the valid execution and
delivery of this Agreement, the Investor Rights Agreement or the Investor Voting
Agreement, or the offer, sale or issuance of the Initial Preferred Stock, the
Option Preferred Stock, the Warrants, the Warrant Stock and the Conversion
Stock, or the consummation of any other transaction contemplated hereby, except
(a) filing of the Certificate in the office of the Secretary of State of the
State of Delaware (b) qualification (or taking such action as may be necessary
to secure an exemption from qualification, if available) of the offer and sale
of the Initial Preferred Stock, the Option Preferred Stock, the Warrant Stock
and the Conversion Stock under applicable state securities laws, which filings
and qualifications, if required, will be accomplished in a timely manner.

         3.22 OFFERING. Assuming the accuracy of the representations and
warranties of the Purchasers contained in Section 4.2 hereof, the offer, sale
and issuance of the Initial Preferred Stock, the Option Preferred Stock, the
Warrants, the Warrant Stock and the Conversion Stock will be exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), and will have been registered or qualified (or are exempt
from registration and qualification) under the registration, permit or
qualification requirements of all applicable state securities laws. Neither the
Company nor any agent on its behalf (a) has solicited or will solicit any offers
to sell or has offered to sell or will offer to sell all or any part of the
Initial Preferred Stock or the Option Preferred Stock to any person or persons
or (b) will take any action hereafter, so as to bring the sale of such shares by
the Company within the registration provisions of the Securities Act or any
state securities laws.

         3.23 BROKERS OR FINDERS; OTHER OFFERS. The Company has not incurred,
and will not incur, directly or indirectly, as a result of any action taken by
the Company, any liability for brokerage or finders' fees or agents' commissions
or any similar charges in connection with this Agreement or any transaction
contemplated hereby.

         3.24 TAX MATTERS. The Company: (a) has timely filed all tax returns
that are required to have been filed by it with all appropriate federal, state,
county and local governmental agencies (and all such returns fairly reflect the
Company's operations for tax purposes); (b) has timely paid all taxes owed by it
for which it is obligated to withhold from amounts owing to any employee
(including without limitation social security taxes), creditor or third party
(other than taxes the validity of which are being contested in good faith by
appropriate proceedings); and (c) has not waived any statute of limitations with
respect to taxes or agreed to any extension of time with respect to a tax
assessment or deficiency. The assessment of any additional taxes for periods for
which returns have been filed is not expected to exceed the recorded liability
therefor, and, to the best of the Company's knowledge, there are no material
unresolved questions or claims concerning the Company's tax liability. The
Company's tax returns have not been reviewed or audited by any federal, state,
local or county taxing authority. There is no pending dispute with any taxing
authority relating to any of said returns which,

                                       11
<PAGE>

if determined adversely to the Company, would result in the assertion by any
taxing authority of any valid deficiency in any material amount for taxes.

         3.25 INSURANCE. The Company has fire, casualty and liability insurance
policies, in such amounts and with such coverage (i) as are required by
applicable federal, state and local law, (ii) as are required by all leases and
other contracts to which it is a party, and (iii) as are carried by similar
companies. The Company also maintains a directors and officers liability policy
as described on the Schedule of Exceptions.

         3.26 ENVIRONMENTAL AND SAFETY REGULATIONS. The Company knows of no
violation or violations by the Company, its employees or agents of any
environmental or safety statute, law or regulation that in the aggregate would
have a material adverse effect on the business, properties, prospects or
financial condition of the Company, and, to the best of its knowledge, no
material expenditures are or will be required in order to comply with any such
existing statute, law or regulation. No action, proceeding, permit revocation,
writ, injunction or claim is pending or, to the best of the Company's knowledge,
threatened concerning the Company's facilities and the Company is not aware of
any fact or circumstance which could involve the Company in any environmental
litigation or impose any material environmental liability upon the Company. To
the best of the Company's knowledge, as of the Closing, no Hazardous Material
(as defined below) is present on any Company facility and no reasonable
likelihood exists that any Hazardous Material present on other property will
come to be present on a Company facility. There are no underground storage
tanks, asbestos or PCBs present on any Company facility. For the purposes of
this Section 3.26 the term "Hazardous Material" shall mean any material or
substance that is prohibited or regulated by any environmental law or that has
been designated by any governmental authority to be radioactive, toxic,
hazardous or otherwise a danger to health, reproduction or the environment.

         3.27 MINUTE BOOKS. The minute books of the Company provided to special
counsel for the Purchasers contain a complete summary of all meetings of
directors and stockholders and all actions by written consent without a meeting
since the time of incorporation and reflect all transactions referred to in such
minutes accurately in all material respects. Neither the stockholders nor the
Board of Directors of the Company have taken any action relating to the merger,
consolidation, sale of assets or business, liquidation, dissolution or any other
reorganization of the Company.

         3.28 DISCLOSURE. This Agreement, including the Exhibits hereto, does
not contain any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements contained herein or therein not
misleading in light of the circumstances under which they were made.

4.       REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

         Each Purchaser hereby severally represents and warrants to the Company
as of the date of this Agreement as follows:

         4.1 REQUISITE POWER AND AUTHORITY. The Purchaser has all necessary
power and authority under all applicable provisions of law to execute and
deliver this Agreement, the Investor Rights Agreement and the Investor Voting
Agreement, and to carry out their provisions. All action on the Purchaser's part
required for the lawful execution and delivery of this Agreement, the Investor
Rights Agreement and the Investor Voting Agreement have been or will be
effectively taken prior to the Closing. Upon their execution and delivery, this
Agreement, the Investor Rights Agreement and the

                                       12
<PAGE>

Investor Voting Agreement will be valid and binding obligations of the
Purchaser, enforceable in accordance with their terms.

         4.2 INVESTMENT REPRESENTATIONS. The Purchaser understands that the
Initial Preferred Stock, the Option Preferred Stock, the Dividend Stock, the
Warrants, the Warrant Stock and the Conversion Stock have not been registered
under the Securities Act. The Purchaser also understands that the Initial
Preferred Stock and the Option Preferred Stock is being offered and sold
pursuant to an exemption from registration contained in the Securities Act based
in part upon the Purchaser's representations contained in the Agreement. The
Purchaser hereby represents and warrants to the Company as follows:

                  4.2.1 PURCHASER BEARS ECONOMIC RISK. The Purchaser has
substantial experience in evaluating and investing in private placement
transactions of securities in companies similar to the Company so that it is
capable of evaluating the merits and risks of its investment in the Company and
has the capacity to protect its own interests. The Purchaser must bear the
economic risk of this investment indefinitely unless the Initial Preferred
Stock, the Option Preferred Stock, the Dividend Stock, the Warrants, the Warrant
Stock or the Conversion Stock are registered pursuant to the Securities Act, or
an exemption from registration is available.

                  4.2.2 ACQUISITION FOR OWN ACCOUNT. The Purchaser is acquiring
the Initial Preferred Stock, the Option Preferred Stock, the Warrants, the
Warrant Stock, the Dividend Stock and the Conversion Stock for the Purchaser's
own account for investment only, and not with a view towards their distribution.

                  4.2.3 PURCHASER CAN PROTECT ITS INTEREST. The Purchaser
represents that by reason of its business or financial experience, the Purchaser
has the capacity to protect its own interests in connection with the
transactions contemplated in this Agreement and the Investor Rights Agreement.
Further, the Purchaser is aware of no publication of any advertisement in
connection with the transactions contemplated in the Agreement.

         (d) ACCREDITED INVESTOR. The Purchaser represents that it is an
accredited investor within the meaning of Regulation D under the Securities Act.

                  4.2.4 COMPANY INFORMATION. The Purchaser has received and read
the SEC Reports, including the Financial Statements, and has had an opportunity
to discuss the Company's business, management and financial affairs with
directors, officers and management of the Company and has had the opportunity to
review the Company's operations and facilities. The Purchaser has also had the
opportunity to ask questions of and receive answers from, the Company and its
management regarding the terms and conditions of this investment.
Notwithstanding the foregoing, nothing in this Section 4 would limit the
representations and warranties made in Section 3 or the right of the Purchaser
to rely on those representation and warranties.

                  4.2.5 RULE 144. The Purchaser acknowledges that the Initial
Preferred Stock, the Option Preferred Stock, the Warrants, the Warrant Stock,
the Dividend Stock and the Conversion Stock must be held indefinitely unless
subsequently registered under the Securities Act or unless an exemption from
such registration is available. It is aware of the provisions of Rule 144
promulgated under the Securities Act which permit limited resale of shares
purchased in a private placement subject to the satisfaction of certain
conditions.

                                       13

<PAGE>

         4.3 RESIDENCE. The office of the Purchaser in which its investment
decision was made is located at the address set forth on Exhibit C.

5.       PURCHASERS' CONDITIONS TO CLOSING

         The Purchasers' obligations to purchase the Initial Preferred Stock are
conditioned upon the satisfaction in full of the conditions hereinafter set
forth, any of which may be waived by SCP on behalf of the Purchasers. SCP's
obligation to purchase the Option Preferred Stock is conditioned upon the
satisfaction in full of the conditions hereafter set forth with references in
this Section 5 and in Section 3 to the "Closing" and the "Closing Date" modified
to refer to the "Second Closing" and the "Second Closing Date."

         5.1 REPRESENTATIONS AND WARRANTIES CORRECT. The representations and
warranties made by the Company in Section 3 hereof shall be true and correct in
all material respects as of the Closing Date with the same force and effect as
if they had been made as of the Closing Date, and the Company shall have
performed all obligations and conditions herein required to be performed or
observed by it on or prior to the Closing.

         5.2 CONSENTS, PERMITS, AND WAIVERS. The Company shall have obtained any
and all consents, permits and waivers necessary or appropriate for consummation
of the transactions contemplated by the Agreement, the Investor Rights Agreement
and the Investor Voting Agreement.

         5.3 CORPORATE CERTIFICATE. The Company shall have delivered to the
Purchasers (a) copies of the Company's Third Amended and Restated Certificate of
Incorporation as in effect immediately prior to the Closing Date, certified by
the Secretary of State of the State of Delaware as of a date not more than five
days prior to the Closing Date; (b) copies of the Company's Amended and Restated
By-Laws as in effect immediately prior the Closing Date; (c) copies of
resolutions adopted by the Board of Directors of the Company authorizing the
transactions contemplated by this Agreement; (d) certificates of good standing
issued by the Secretary of State of the State of Delaware and each other state
in which the Company is qualified to do business as of a date not more than 5
days prior to the Closing Date; and (e) copies of all third party and
governmental consents, approvals and filings required in connection with the
consummation of the transactions hereunder (including, without limitation, all
blue sky filings and waivers of all preemptive rights and rights of first
refusal) and all such consents, approvals and filings shall have been duly
obtained and effective as of the Closing. The documents set forth in subsections
(a) - (e) above shall have been certified in each case as of the Closing Date by
the Secretary of the Company as being true, correct and complete.

         5.4 PROCEEDINGS AND DOCUMENTS. All corporate approvals, stockholder
approvals and other proceedings in connection with the transactions contemplated
at the Closing shall have occurred, and all documents incident thereto shall be
reasonably satisfactory in form and substance to the Purchasers and their
special counsel, and they shall have received all such counterpart original and
certified or other copies of such documents as they may reasonably request.

         5.5 COVENANTS. All covenants, agreements and conditions contained in
this Agreement to be performed by the Company on or prior to the Closing Date
shall have been performed or complied with in all material respects.

                                       14
<PAGE>

         5.6 RESERVATION OF DIVIDEND STOCK AND CONVERSION STOCK. The Warrant
Stock, the Dividend Stock and the Conversion Stock shall have been duly
authorized and reserved for issuance pursuant to this Agreement.

         5.7 CERTIFICATE. The Certificate shall have been filed with the
Secretary of State of the State of Delaware.

         5.8 DIRECTORS. Effective as of the Closing Date, the Company's Board of
Directors shall consist of seven members, two of which shall have been
designated by SCP and one of which shall have been designated by the Purchasers.

         5.9 STOCKHOLDER APPROVAL. The Company shall have called and convened a
meeting of its stockholders on or prior to April 9, 2001 pursuant to Section
7.6, and at such meeting, the stockholders of the Company shall have duly
approved (a) an increase in the number of authorized shares of Common Stock of
the Company in the amount proposed by the Company, but in no event less than
220,000,000 shares, (b) the adoption of the Certificate, (c) the sale and
issuance to the Purchasers of the Initial Preferred Stock and the Option
Preferred Stock, (d) the sale and issuance of the Warrants to the Purchasers,
(e) the issuance of the Dividend Stock and (f) the issuance of the Conversion
Stock.

         5.10 NASD. The Company shall have given or made all required notices to
or filings with the National Association of Securities Dealers, Inc. (the
"NASD") and shall have complied with all rules and regulations of the NASD,
required in connection with the transactions contemplated hereby.

         5.11 COMPLIANCE CERTIFICATE. The Company shall have delivered to the
Purchasers a certificate of the Company in the form of Exhibit N attached
hereto, executed by the President of the Company, dated the Closing Date, and
certifying, among other things, to the fulfillment of the conditions specified
in Sections 5.1 to 5.10 of this Agreement.

         5.12 DUE DILIGENCE. The Company shall have delivered to the Purchasers
or its counsel, copies of all corporate documents of the Company as the
Purchasers shall reasonably request, and the Purchasers and their counsel shall
have completed their due diligence review of the Company and its business and
the results of such review shall have been satisfactory to the Purchasers.

         5.13 INVESTOR RIGHTS AGREEMENT. An Investor Rights Agreement
substantially in the form attached hereto as Exhibit D shall have been executed
and delivered by the parties thereto (other than SCP).

         5.14 VOTING AGREEMENTS. An Investor Voting Agreement, an Executive and
Director Voting Agreement and a Key Holder Voting Agreement, each substantially
in the form attached as Exhibits E, F and G, respectively, shall have been
executed and delivered by each of the parties thereto (other than SCP).

         5.15 COMPLIANCE WITH SECURITIES LAWS. The Company shall have complied
with, and the offer and sale of the Initial Preferred Stock and the Warrants
pursuant hereto shall be effective under, all federal and state securities laws.
The Company shall have obtained all permits and qualifications required by any
state for the offer and sale of the Initial Preferred Stock, the Warrants, the
Warrant

                                       15
<PAGE>

Stock, the Dividend Stock and the Conversion Stock, or shall have the
availability of exemptions therefrom.

         5.16 NON-SOLICITATION AND PROPRIETARY INFORMATION AND INVENTIONS
AGREEMENT. Each executive officer of the Company and Key Employee shall have
executed a Non-Solicitation and Proprietary Information and Inventions Agreement
in the form of or substantially similar to Exhibit J attached hereto or such
other form as shall be acceptable to the Purchasers.

         5.17 NON-COMPETITION AGREEMENT. Each executive officer of the Company
and each Key Employee receiving options from the Company in connection with the
execution of this Agreement shall have executed a Non-Competition Agreement in
the form of or substantially similar to Exhibit K attached hereto.

         5.18 KEY EMPLOYEE CERTIFICATE. Each present or former executive officer
of the Company and present or former Key Employee with whom the Company has an
employment or other agreement under which any payments are to be made or stock
or options in the Company issued or vested upon a change of control, shall have
executed a Key Employee Certificate in the form of Exhibit L hereto.

         5.19 LOCK-UP AGREEMENT. Each executive officer of the Company and Key
Employee shall have executed a Lock-Up Agreement in the form attached as Exhibit
M attached hereto.

         5.20 WAIVERS OF DEFAULT. The Company shall have obtained a waiver of
default or settlement and release, in form and substance reasonably acceptable
to the Purchasers, from: (i) Silicon Valley Bank with respect to the Company's
equipment leasing facility, (ii) the counter party on any other equipment
leasing facility, and (iii) each landlord under its real estate leases in
Maynard, MA, Redwood Shores, CA and Conshohocken, PA.

         5.21 THE PLAN. The Company shall be in compliance with the Plan.

         5.22 OPINION OF COMPANY'S COUNSEL. The Purchasers shall have received
from legal counsel to the Company an opinion addressed to them, dated as of the
Closing Date, in substantially the form attached hereto as Exhibit O.

         5.23 ABSENCE OF CHANGE. Schedule 5.23 of the Schedule of Exceptions
sets forth a description of the financial condition of the Company as of the
date of this Agreement. Between that date and the Closing Date, (a) no material
adverse change in the financial condition of the Company shall have occurred
which was not anticipated and provided for in the Plan and (b) no adverse change
in any matter which is not primarily financial shall have occurred which was not
anticipated and provided for in the Plan. Without limiting any other provision
of this Agreement, as a condition to the performance by SCP of its obligations
at the Second Closing, subsequent to the Closing Date, but prior to the Second
Closing, there shall not have occurred any adverse change in the condition
(financial or otherwise), business, property, assets or liabilities of the
Company which was not anticipated and provided for in the Plan.

         5.24 PLEDGE AGREEMENT. The Company shall have executed and delivered to
ICG a letter agreement, the form of which is attached hereto as Exhibit P (the
"Letter Agreement") consenting to ICG's pledge of its Initial Preferred Stock,
the Dividend Stock, the Conversion Stock and the Warrant Stock under the Credit
Agreement (as defined in the Letter Agreement) and certain other related

                                       16
<PAGE>

matters as described in the Letter Agreement, the terms of which Letter
Agreement shall have controlling authority with respect to any conflicting term
of this Agreement or any other Transaction Document.

6.       COMPANY'S CONDITIONS TO CLOSING.

         The Company's obligation to sell and issue the Initial Preferred Stock
and the Warrants at the Closing Date is, at the option of the Company, subject
to the fulfillment as of the Closing Date of the following conditions:

         6.1 REPRESENTATIONS. The representations made by the Purchasers in
Section 4 hereof shall be true and correct in all material respects as of the
Closing Date with the same force and effect as if they had been made as of the
Closing Date.

7.       AFFIRMATIVE COVENANTS OF THE COMPANY.

         For so long as the Purchasers own in the aggregate at least 10% of the
Common Stock or Preferred Stock, the Company hereby covenants and agrees as
follows:

         7.1 INFORMATION RIGHTS. The Company shall provide to the Purchasers the
information required by Section 2.1 of the Investor Rights Agreement and provide
the Purchasers with the inspection and access right set forth in Section 2.2 of
the Investor Rights Agreement.

         7.2 NON-SOLICITATION AND PROPRIETARY INFORMATION AND INVENTIONS
AGREEMENTS. Unless otherwise determined by the Board of Directors, all future
employees of the Company who have access to confidential information shall be
required to execute and deliver a Non-Solicitation and Proprietary Information
Agreement in substantially the form of Exhibit G attached hereto.

         7.3 TAXES AND OTHER LIABILITIES. The Company will pay and discharge,
before the same become delinquent and before penalties accrue thereon, all
taxes, assessments and governmental charges upon or against it or any of its
properties, and all its other material liabilities at any time existing, except
to the extent and so long as (a) the same are being contested in good faith and
by appropriate proceedings in such manner as not to cause any materially adverse
effect upon the financial condition of the Company or the loss of any right of
redemption from any sale thereunder and (b) the Company shall have set aside on
its books reserves (segregated to the extent required by generally accepted
accounting principles) deemed by it adequate with respect thereto.

         7.4 EMPLOYEE OPTION POOL. Following the Closing, the Company shall not
grant options to its employees in an amount which would result in total options
outstanding at any time exceeding 15% of the total number of shares, warrants
and options issued and outstanding immediately after the Closing, without the
approval of the holders of a majority of the outstanding shares of Series A
Preferred Stock. All such option grants shall be approved by the Board of
Directors of the Company, or a committee thereof, and shall be exercisable at
prices that are no less than the fair market value, as determined by the Board
of Directors as of the date of each grant.

         7.5 USE OF PROCEEDS. The Company shall use the proceeds from the sale
of the Initial Preferred Stock and the Option Preferred Stock for working
capital and other general corporate purposes. Prior to the Closing, the Company
shall provide to the Purchasers a detailed breakdown of the

                                       17
<PAGE>

intended use of proceeds, including a list of the creditors which the Company
proposes to pay and the amounts which are proposed to be paid.

7.6      STOCKHOLDERS' MEETING AND NASD MATTERS.

         (a) As soon as practicable after the execution of this Agreement, the
Company shall prepare and shall file with the SEC a proxy statement relating to
a special meeting of the Company's stockholders (the "Stockholders' Meeting") to
be held to consider the approval of the matters required by Section 5.9
(together with any amendments or supplements thereto, the "Proxy Statement").
The Proxy Statement shall be in form and substance reasonably satisfactory to
the Purchasers. Copies of the Proxy Statement shall be provided to the Nasdaq
National Market (the "NNM") in accordance with its rules. The Company shall
notify the Purchasers of the receipt of any comments from the SEC on the Proxy
Statement and of any requests by the SEC for any amendments or supplements
thereto or for additional information and shall provide to the Purchasers
promptly copies of all correspondence between the Company or any of its
representatives and advisors and the SEC. The Company shall cause the Proxy
Statement to comply as to form and substance in all material respects with the
applicable requirements of (a) the Exchange Act, and (b) the rules and
regulations of the NNM. The Company shall mail the Proxy Statement to its
stockholders as promptly as practicable after the SEC either informs the Company
that it will not review the Proxy Statement or all comments or requests for
information by the SEC with respect thereto have been resolved.

         (b) The Proxy Statement shall include the recommendation of the board
of directors of the Company to the Company's stockholders that they vote in
favor of approval of the matters required by Section 5.9.

         (c) The Proxy Statement shall, at the time filed with the SEC or other
regulatory agency and, in addition, at the date it or any amendments or
supplements thereto are mailed to stockholders of the Company, at the time of
the Stockholders' Meeting and at the Closing, not contain any untrue statement
or a material fact or omit or state any material fact required to be stated
therein or necessary in order to make the statements therein, in light of the
circumstances under which they are made, not misleading. If at any time prior to
the Closing any event or circumstance is discovered by the Company that should
be set forth in an amendment or a supplement to the Proxy Statement, the Company
shall promptly inform the Purchasers. All documents that the Company is
responsible for filing with the SEC in connection with the transactions
contemplated hereby will comply as to form in all material respects with the
applicable requirements of the rules and regulations of the Exchange Act.

         (d) The Company shall call and hold the Stockholders' Meeting as
promptly as practicable after the date hereof for the purpose of voting upon the
approval of the matters required by Section 5.9 pursuant to the Proxy Statement.
The Company shall use all reasonable efforts to solicit from its stockholders
proxies in favor of the approval of the matters required by Section 5.9 pursuant
to the Proxy Statement and shall take all other action necessary or advisable to
secure the vote or consent of stockholders required by the Delaware General
Corporation Law.

         (e) The Company shall take all actions necessary to comply with the
rules and regulations of the NNM in connection with the consummation of the
transactions contemplated by this Agreement.

                                       18
<PAGE>

         7.7 SECURITIES LAWS COMPLIANCE. The Company shall make in a timely
manner any filings required by applicable federal or state securities or Blue
Sky laws, or those of any other applicable jurisdiction.

         7.8 RESERVATION OF SHARES. For so long as the Purchasers shall have any
right to receive the Conversion Stock, the Company shall reserve and keep
available out of its authorized but unissued Common Stock the full number of
shares of Common Stock deliverable upon conversion of all the then outstanding
Initial Preferred Stock and Option Preferred Stock, if any, and shall, at its
own expense, take all such actions and obtain such permits and orders as may be
necessary to enable the Company lawfully to issue such Conversion Stock upon
conversion of the Initial Preferred Stock and Option Preferred Stock, if any.

         7.9 BOOKS AND RECORDS. The Company shall maintain complete and accurate
records and books of account in which entries shall be made in accordance with
generally accepted accounting principles consistently applied, reflecting all
transactions of the Company and its subsidiaries, if any.

         7.10 COVENANT TO USE BEST EFFORTS TO SATISFY CONDITIONS. The Company
shall use its best efforts to satisfy all conditions set forth in Section 5
prior to Closing. To the extent that any such conditions shall not have been
complied with, but the Closing nevertheless proceeds as a result of a waiver by
the Purchasers, the Company shall continue to use its best efforts to satisfy
such conditions as soon as practicable following the Closing.

         7.11 ISSUANCE OF COMMON STOCK. The Company shall not issue any shares
of Common Stock except pursuant to options, warrants, convertible securities or
other commitments or agreements outstanding on the date of this Agreement and
disclosed in the Schedule of Exceptions, and shall not enter into any agreement
or commitment with respect to any such issuance without the prior written
consent of the Purchasers.

8.       INDEMNIFICATION

         8.1 SURVIVAL. The representations, warranties, covenants and agreements
made herein shall survive any investigation made by any or all of the Purchasers
and the Closing contemplated hereby for a period of two years following the
Closing. Notwithstanding the foregoing, the representations, warranties,
covenants and agreements contained in Sections 3.1, 3.2, 3.5, 3.7, 3.8, 3.9 and
3.24 of this Agreement shall survive any investigation made by the Purchasers
without any time limitation. All statements as to factual matters contained in
any certificate or other instrument delivered by or on behalf of the Company
pursuant hereto in connection with the transactions contemplated hereby shall be
deemed to be representations and warranties by the Company hereunder solely as
of the date of such certificate or instrument.

         8.2 DAMAGES. The Company shall reimburse and indemnify and hold the
Purchasers harmless against and in respect of any and all damage, loss,
liability, settlement payments, costs, levies, expenses or obligations
(collectively, "Damages") actually suffered by the Purchasers in connection,
resulting from or relating to:

             (a) any misrepresentation, breach of warranty or nonfulfillment of
any covenant or agreement on the part of the Company under this Agreement; or

                                       19
<PAGE>

             (b) any and all actions, suits, claims, allegations, proceedings,
investigations, audits, demands, assessments, fines, judgments, settlements,
levies, costs and other expenses (including without limitation reasonable audit
and legal fees) incident to any of the foregoing.

         8.3 INVESTIGATION. Any claim for indemnification shall not be invalid
as a result of any investigation by or opportunity to investigate afforded to
the Purchasers.

9.       MISCELLANEOUS

         9.1 GOVERNING LAW. This Agreement shall be governed in all respects by
the internal laws of the Commonwealth of Pennsylvania.

         9.2 SURVIVAL. The representations, warranties, covenants and agreements
made herein shall survive any investigation made by the Purchasers and the
closing of the transactions contemplated hereby.

         9.3 SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties hereto,
provided, however, that the rights of the Purchasers to purchase the Initial
Preferred Stock or the Option Preferred Stock shall not be assignable without
the consent of the Company.

         9.4 ENTIRE AGREEMENT: AMENDMENT. This Agreement and the other documents
delivered pursuant hereto, including without limitation the Plan, constitute the
full and entire understanding and agreement between the parties with regard to
the subjects hereof and thereof, and no party shall be liable or bound to any
other party in any manner by any warranties, representations or covenants except
as specifically set forth herein or therein. Except as expressly provided
herein, neither this Agreement nor any term hereof may be amended, waived,
discharged or terminated other than by a written instrument signed by the party
against whom enforcement of any such amendment, waiver, discharge or termination
is sought; provided, however, that holders of a majority of the outstanding
shares of Series A Preferred Stock purchased pursuant to this Agreement may,
with the Company's prior written consent, waive, modify or amend on behalf of
all holders, any provisions hereof.

         9.5 TERMINATION. If the Closing has not occurred on or prior to April
9, 2001, the Purchasers may terminate this Agreement effective immediately by
sending written notice thereof to the Company, whereupon no party hereto shall
have any liability to any other party hereto, except that the Company shall pay
to SCP a Break-Up Fee, as hereinafter defined and shall reimburse each Purchaser
for expenses incurred in connection with the transaction. The term "Break-Up
Fee" shall mean: (a) $20,000,000 if the Closing has not occurred because the
Company, in one transaction or series of related transactions, (i) has obtained
equity or debt financing from a source other than both of the Purchasers, (ii)
has sold substantially all of its assets, (iii) has merged or consolidated with
a third party, or (iv) has entered into an agreement with respect to any of the
foregoing; and (b) $5,000,000 if the Closing has not occurred for any other
reason.

         9.6 ACKNOWLEDGEMENT OF PURCHASERS. Each Purchaser acknowledges that in
making its investment decision to purchase shares of Initial Preferred Stock
pursuant to this Agreement it has not relied on any information provided to it
by, or any investigation performed by, the other Purchaser. Rather it has relied
on the representations and warranties of the Company contained herein.

                                       20
<PAGE>

         9.7 NOTICES, ETC. All notices and other communications required or
permitted hereunder shall be in writing and shall be mailed by registered or
certified mail, postage prepaid, sent by telefacsimile, or otherwise delivered
by hand or by a nationally-recognized overnight courier, addressed (a) if to a
Purchaser, at such Purchaser's address or telefacsimile number as set forth in
Exhibit C, or at such other address or telefacsimile number as such Purchaser
shall have furnished to the Company in writing, or (b) if to any other holder of
any Series A Preferred Stock or Conversion Stock, at such address or
telefacsimile number as such holder shall have furnished the Company in writing,
or, until any such holder so furnishes an address or telefacsimile number to the
Company, then to and at the address or telefacsimile number of the last holder
of such Series A Preferred Stock or Conversion Stock who has so furnished an
address or telefacsimile number to the Company, or (c) if to the Company, one
copy should be sent to its address or telefacsimile number set forth on the
cover page of this Agreement and addressed to the attention of the Corporate
Secretary, or at such other address or telefacsimile number as the Company shall
have furnished to the Purchaser.

         Each such notice or other communication shall for all purposes of this
Agreement be treated as effective or having been given (i) in the case of
personal delivery or delivery by telecopier, on the date of such delivery, (ii)
in the case of a nationally-recognized overnight courier, on the next business
day after the date when sent and (iii) in the case of mailing, on the third
business day following that on which the piece of mail containing such
communication has been deposited in a regularly maintained receptacle for the
deposit of the United States mail, addressed and mailed as aforesaid.

         9.8 DELAYS OR OMISSIONS. Except as expressly provided herein, no delay
or omission to exercise any right, power or remedy accruing to any Purchaser,
upon any breach or default of the Company under this Agreement, shall impair any
such right, power or remedy of such holder nor shall it be construed to be a
waiver of any such breach or default, or an acquiescence therein, or of or in
any similar breach or default thereafter occurring; nor shall any waiver of any
single breach or default be deemed a waiver of any other breach or default
theretofore or thereafter occurring. Any waiver, permit, consent or approval of
any kind or character on the part of any holder of any breach or default under
this Agreement, or any waiver on the part of any holder of any provisions or
conditions of this agreement, must be in writing and shall be effective only to
the extent specifically set forth in such writing. All remedies, either under
this Agreement or by law or otherwise afforded to any holder, shall be
cumulative and not alternative.

         9.9 EXPENSES. The Company shall reimburse the Purchasers for all
reasonable transaction expenses, including consulting, accounting, legal
expenses and a finder fee/consulting fee to Robert Yablunsky (the "Expenses").
In addition, at SCP's option, a portion of Mr. Yablunsky's fee may be paid to
him through the issuance of Series A Preferred Stock.

         9.10 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which may be executed by less than all of the Purchasers,
each of which shall be enforceable against the parties actually executing such
counterparts, and all of which together shall constitute one instrument.

         9.11 SEVERABILITY. In the event that any provision of this Agreement
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect
without said provision.

                                       21
<PAGE>

         9.12 TITLES AND SUBTITLES. The titles and subtitles used in this
Agreement are used for convenience only and are not considered in construing or
interpreting this Agreement.


                   [Balance of page intentionally left blank]

                                       22
<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Series A Preferred
Stock Purchase Agreement as of the date first above written.

                               COMPANY

                               BREAKAWAY SOLUTIONS, INC.

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

                               Address: Breakaway Solutions, Inc.
                                        3 Clock Tower Place, 4th Floor
                                        Maynard, MA 01754
                                        Attn: Corporate Secretary
                                        Telephone: 617-275-3000
                                        Telefacsimile: 617-275-3434

                               PURCHASERS:

                               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, its Manager

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

                               ICG HOLDINGS, INC.

                               By: /s/ Henry N. Nassau
                                  ---------------------------------------------
                                  Name:  Henry N. Nassau
                                  Title: VP & Secretary


                                       23




<PAGE>
                                    EXHIBIT A

                          CERTIFICATE OF DESIGNATION OF
                            SERIES A PREFERRED STOCK

                                       OF

                            BREAKAWAY SOLUTIONS, INC.

         Breakaway Solutions, Inc., a corporation organized and existing under
the General Corporation Law of the State of Delaware (the "GCL"),

         DOES HEREBY CERTIFY THAT:

         Pursuant to authority conferred upon the Board of Directors by the
Certificate of Incorporation of said corporation, and pursuant to the provisions
of Section 151 of the GCL, said Board of Directors by the written consent taken
pursuant to Section 141 of the GCL, adopted a resolution creating Six Hundred
Thousand (600,000) shares of Series A Preferred Stock, which resolution is
attached hereto as Exhibit "A".

         IN WITNESS WHEREOF, said Breakaway Solutions, Inc. has caused this
certificate to be signed by its _______________, this ___ day of _____, 2001.

                                           By:
                                              ---------------------------------
                                                  Name:
                                                  Title:

<PAGE>

                                    EXHIBIT A

                      RESOLUTION OF THE BOARD OF DIRECTORS
                                    APPROVING
                            THE DESIGNATION STATEMENT
                      RELATING TO SERIES A PREFERRED STOCK

         WHEREAS, the Third Amended and Restated Certificate of Incorporation of
the Corporation authorizes the Corporation to issue a total of 5,000,000 shares
of Preferred Stock, par value $.0001 per share ("Preferred Stock"), which may be
divided into one or more series as the Board of Directors may determine;

         WHEREAS, the Certificate of Incorporation of the Corporation expressly
vests in the Board of Directors the authority to fix and determine the
designations, powers, preferences, and rights, and the qualifications,
limitations and restrictions thereof, of the Preferred Stock; and

         WHEREAS, the Board of Directors deems it advisable to designate a
series of the Preferred Stock consisting of Six Hundred Thousand (600,000)
shares designated as Series A Preferred Stock;

         NOW, THEREFORE, IT IS HEREBY RESOLVED, that pursuant to Paragraph
FOURTH of the Certificate of Incorporation of the Corporation, there be and
hereby is authorized and created a series of Preferred Stock hereby designated
as Series A Preferred Stock, to consist of 600,000 shares, having a par value of
$0.0001 per share, which series shall have the voting rights, designations,
powers, preferences, relative and other special rights, and the qualifications,
limitations and restrictions set forth below:

         SERIES A PREFERRED STOCK. Six Hundred Thousand (600,000) of the
authorized shares of Preferred Stock are hereby designated "Series A Preferred
Stock" (the "Series A Preferred Stock"). The rights, preferences, privileges,
restrictions and other matters relating to the Series A Preferred Stock are as
follows:

         (a) DIVIDEND RIGHTS.

             (i) Subject to the right of any other series of Preferred Stock
     that may from time to time come into existence and which is expressly
     senior to the rights of the Series A Preferred Stock, the holders of Series
     A Preferred Stock, in preference to the holders of Common Stock and any
     other stock of the Company hereafter created which shall be junior to the
     Series A Preferred Stock (together, "Series A Junior Stock"), shall be
     entitled to receive dividends, but only out of funds that are legally
     available therefor, at the rate of 8% of the Series A Original Issue Price
     (as defined below) per annum (the "Series A Dividend Rate") on each
     outstanding share of Series A Preferred Stock (as adjusted for any stock
     dividends, combinations, splits, recapitalizations and the like with
     respect to such shares). Such dividends shall accrue, whether or not
     declared by the Board of Directors, but shall be payable only when, as and
     if declared by the Board of Directors. Such dividends shall be payable,
     when and if declared, at the option of the Company either

<PAGE>

     (A) in cash or (B) in additional shares of Series A Preferred Stock (valued
     at the Series A Original Issue Price (as defined below), as adjusted for
     any stock dividends, combinations, splits, recapitalizations and the like
     with respect to such shares). Such additional shares of Series A Preferred
     Stock issued in lieu of the cash dividend are sometimes referred to as "PIK
     Shares." The original issue price of the Series A Preferred Stock (the
     "Series A Original Issue Price") shall be $70.00. Such dividends shall be
     cumulative and shall accrue quarterly. Notwithstanding the foregoing, (A)
     in the event of a Qualified Public Offering or a Qualified Sale on or
     before the third anniversary of the Series A Original Issue Date, all
     issued and outstanding PIK Shares shall be canceled, and (B) in the event
     that any shares of Series A Preferred Stock shall be converted pursuant to
     Section (d) of this Certificate of Designation on or prior to the
     expiration of three years from the Series A Original Issue Date, any
     accrued and unpaid dividends with respect to such shares shall be
     cancelled.

             (ii) So long as any shares of Series A Preferred Stock shall be
     outstanding, without the prior written consent of the holders of a majority
     of the then issued and outstanding shares of Series A Preferred Stock, no
     dividend (other than a stock dividend paid pro rata to the Company's
     stockholders), whether in cash or property, shall be paid or declared, nor
     shall any other distribution (other than a stock dividend paid pro rata to
     the Company's stockholders) be made, on any Series A Junior Stock, nor
     shall any shares of any Series A Junior Stock of the Company be purchased,
     redeemed, or otherwise acquired for value by the Company (except for
     acquisitions of Common Stock by the Company pursuant to agreements that
     permit the Company to repurchase such shares upon termination of services
     to the Company or in exercise of the Company's right of first refusal upon
     a proposed transfer) until all dividends (set forth in Section (a)(i)
     above) on the Series A Preferred Stock shall have been paid or declared and
     set apart. In the event that the Company shall declare a dividend or
     distribution payable in securities of other persons, evidences of
     indebtedness issued by the Company or other persons, or options or rights
     to purchase any such securities or evidences of indebtedness or other
     assets (including cash) to the holders of the Common Stock, then the
     holders of the Series A Preferred Stock shall be entitled to a
     proportionate share of any such dividend or distribution as though the
     holders of the Series A Preferred Stock were the holders of the number of
     shares of Common Stock into which their respective shares of Series A
     Preferred Stock are convertible as of the record date fixed for the
     determination of the holders of the Common Stock entitled to receive such
     dividend or distribution.

         (b) VOTING RIGHTS.

             (i) General Rights. Except as otherwise provided herein or as
     required by law, the Series A Preferred Stock shall be voted equally with
     the shares of the Common Stock of the Company and not as a separate class,
     at any annual or special meeting of stockholders of the Company, upon the
     following basis: each holder of shares of Series A Preferred Stock shall be
     entitled to such number of votes as shall be equal to the whole number of
     shares of Common Stock into which such holder's aggregate number of shares
     of Series A Preferred Stock, are convertible pursuant to Section (d) hereof

                                       2
<PAGE>

     immediately after the close of business on the record date fixed for such
     meeting or the effective date of such written consent.

             (ii) Separate Vote of Series A Preferred Stock. Subject to the
     rights of any series of Preferred Stock which may hereafter from time to
     time come into existence, for so long as at least 10% of the Series A
     Preferred Stock theretofore issued remain outstanding (subject to
     adjustment for any stock split, reverse stock split or other similar event
     affecting the Series A Preferred Stock), in addition to any other vote or
     consent required herein or by law, the vote of the holders of at least a
     majority of the outstanding Series A Preferred Stock shall be necessary for
     effecting or validating the following actions:

                  (A) any amendment, alteration, or repeal of any provision of
          the Certificate of Incorporation (including this Certificate of
          Designation) or the Bylaws of the Company (including any filing of a
          Certificate of Designation), that alters or changes or adversely
          affects the voting or other powers, preferences, or other special
          rights or privileges, or restrictions of the Series A Preferred Stock;

                  (B) reclassification or recapitalization of any outstanding
          shares of securities of the Company into shares having rights,
          preferences or privileges senior to or on a parity with the Series A
          Preferred Stock;

                  (C) authorization or issuance of any other stock having
          rights, preferences or privileges senior to or on a parity with the
          Series A Preferred Stock;

                  (D) reorganization, merger or consolidation with or into any
          corporation if such reorganization, merger or consolidation would
          result in the stockholders of the Company immediately prior to such
          reorganization, merger or consolidation holding less than a majority
          of the voting power of the stock of the surviving corporation
          immediately after such reorganization, merger or consolidation;

                  (E) sale, lease, conveyance or other disposition of, or
          encumbrance of, all or substantially all the Company's assets in a
          single transaction or series of related transactions;

                  (F) liquidation, dissolution or winding-up of the Company;

                  (G) amendment of the Certificate of Incorporation, as amended,
          to increase the number of shares of authorized Common Stock or
          Preferred Stock;

                  (H) redemption, purchase or other acquisition by the Company,
          either direct or indirect, of any of the Company's capital stock or
          other equity securities (including any securities directly or
          indirectly convertible into or exchangeable or exercisable for such
          securities) excluding redemptions, repurchases or other reacquisitions
          at cost with respect to shares issued in accordance with plans or

                                       3
<PAGE>

          agreements approved by the Board of Directors from current or former
          employees, consultants, advisors or directors upon or in connection
          with their death, disability or termination of employment with the
          Company and excluding the Series A Preferred Stock pursuant to Section
          (e) below;

                  (I) authorization, declaration or payment of any dividend
          (other than a stock dividend paid pro rata to the Company's
          stockholders) on any shares of Common Stock or Preferred Stock, other
          than the Series A Preferred Stock; or

                  (J) increase or decrease the number of authorized shares of
          Series A Preferred Stock; or

                  (K) issuance, reservation or authorization of shares of Common
          Stock or any right or option to purchase Common Stock or other
          security convertible into Common Stock to employees, consultants or
          directors in an amount which would result in total options outstanding
          at any time exceeding 15% of the total number of shares, warrants and
          options issued and outstanding immediately after the Series A Original
          Issue Date (as adjusted for any stock dividends, combinations or
          splits with respect to such shares).

         (c) LIQUIDATION RIGHTS.

            (i) Upon any liquidation, dissolution, or winding up of the
          Company, whether voluntary or involuntary, before any distribution or
          payment shall be made to the holders of any Series A Junior Stock,
          subject to the rights of any series of Preferred Stock that may
          from time to time come into existence and which is expressly senior
          to the rights of the Series A Preferred Stock, the holders of
          Series A Preferred Stock shall be entitled to be paid out of the
          assets of the Company an amount per share of Series A Preferred
          Stock equal to 100% of the Series A Original Issue Price (as
          adjusted for any stock dividends, combinations, splits,
          recapitalizations and the like with respect to such shares) for
          each share of Series A Preferred Stock held by each such holder.
          If, upon any such liquidation, dissolution, or winding up, the
          assets of the Company shall be insufficient to make payment in full
          to all holders of Series A Preferred Stock, then such assets shall
          be distributed among the holders of Series A Preferred Stock at the
          time outstanding, ratably in proportion to the full amounts to
          which they would otherwise be respectively entitled. After the
          payment of the foregoing full liquidation preference of the Series
          A Preferred Stock and any other distribution that may be required
          with respect to any series of Preferred Stock that may from time to
          time come into existence and which is expressly senior to the
          rights of the Series A Preferred Stock, the assets of the Company
          legally available for distribution, if any, shall be distributed
          ratably to the holders of Series A Preferred Stock, on an as
          converted basis, and the holders of Series A Junior Stock.

            (ii) The following events shall be considered a liquidation under
          this Section, unless by vote or written consent of the holders of at
          least a majority of the Series A Preferred Stock then outstanding,
          such holders waive the right to treat any of the following events
          as a deemed liquidation:

                                       4
<PAGE>

                  (A) any consolidation or merger of the Company with or into
          any other corporation or other entity or person, or any other
          corporate reorganization, in which the stockholders of the Company
          immediately prior to such consolidation, merger or reorganization, own
          less than 50% of the Company's voting power immediately after such
          consolidation, merger or reorganization, or any transaction or series
          of related transactions to which the Company is a party in which in
          excess of 50% of the Company's voting power is transferred, excluding
          any consolidation or merger effected exclusively to change the
          domicile of the Company (an "Acquisition");

                  (B) a transaction or a series of related transactions, other
          than transactions involving a holder of Series A Preferred Stock, in
          which a majority of the voting power is transferred to a third party
          (or group of affiliated third parties) who were not previously
          stockholders of the Company; or

                  (C) a sale, lease or other disposition of all or substantially
          all of the assets of the Company (an "Asset Transfer").

             (iii) In any of the events set forth in subparagraph (ii), if the
     consideration received by the Company is other than cash, its value will be
     deemed its fair market value as determined in good faith by the Board of
     Directors. Any securities shall be valued as follows:

                  (A) Securities not subject to restrictions on free
         marketability covered by subparagraph (B) below:

                      (1) If traded on a securities exchange or through the
              Nasdaq National Market (or a similar national quotation system),
              the value shall be deemed to be the average of the closing prices
              of the securities on such quotation system over the 30 day period
              ending three days prior to the closing;

                      (2) If actively traded over-the-counter, the value shall
              be deemed to be the average of the closing bid or sale prices
              (whichever is applicable) over the 30 day period ending three days
              prior to the closing; and

                      (3) If there is no active public market, the value shall
              be the fair market value thereof, as determined in good faith by
              the Board of Directors.

                  (B) The method of valuation of securities subject to
         restrictions on free marketability (other than restrictions arising
         solely by virtue of a stockholder's status as an affiliate or former
         affiliate) shall be to make an appropriate discount from the market
         value determined as above in subparagraphs (iii)(A)(1),

                                       5
<PAGE>

         (2) or (3) to reflect the approximate fair market value thereof, as
         determined in good faith by the Board of Directors.

             (iv) Written notice of any such liquidation, dissolution or winding
     up (or deemed liquidation, dissolution or winding up) of the Company within
     the meaning of this Section, which states the payment date, the place where
     said payments shall be made and the date on which conversion rights as set
     forth herein terminate as to such shares (which shall be not less than 10
     days after the date of such notice), shall be given by first class mail,
     postage prepaid, or by telecopy or facsimile, not less than 20 days prior
     to the payment date stated therein, to the then holders of record of Series
     A Preferred Stock, such notice to be addressed to each such holder at its
     address as shown on the records of the Company.

                  (d) CONVERSION RIGHTS. The holders of the Series A Preferred
         Stock shall have the following rights with respect to the conversion of
         the Series A Preferred Stock into shares of Common Stock:

             (i) Optional Conversion. Subject to and in compliance with the
     provisions of this Section (d), any shares of Series A Preferred Stock may,
     at the option of the holder, be converted at any time into fully-paid and
     nonassessable shares of Common Stock The number of shares of Common Stock
     to which a holder of Series A Preferred Stock shall be entitled upon
     conversion shall be the product obtained by multiplying the "Series A
     Preferred Conversion Rate" then in effect (determined as provided in
     subsection (ii)) by the number of shares of Series A Preferred Stock being
     converted.

             (ii) Series A Preferred Conversion Rate. The conversion rate in
     effect at any time for conversion of the Series A Preferred Stock (the
     "Series A Preferred Conversion Rate") shall be the quotient obtained by
     dividing the Series A Original Issue Price by the "Series A Preferred
     Conversion Price," calculated as provided in subsection (iii) below.

             (iii) Series A Preferred Conversion Price. The conversion price for
     the Series A Preferred Stock shall initially be $0.70 (the "Series A
     Preferred Conversion Price"). Such initial Series A Preferred Conversion
     Price shall be adjusted from time to time in accordance with this Section
     (d). All references to the Series A Preferred Conversion Price herein shall
     mean the Series A Preferred Conversion Price as so adjusted.

             (iv) Mechanics of Conversion. Each holder of Series A Preferred
     Stock who desires to convert the same into shares of Common Stock pursuant
     to this Section (d) shall surrender the certificate or certificates
     therefor, duly endorsed, at the office of the Company or any transfer agent
     for the Series A Preferred, and shall give written notice to the Company at
     such office that such holder elects to convert the same. Such notice shall
     state the number of shares of Series A Preferred being converted.
     Thereupon, the Company shall promptly issue and deliver at such office to
     such holder a certificate or certificates for the number of shares of
     Common Stock to which such holder is entitled and shall promptly pay in
     cash (at the Common Stock's fair market value

                                       6
<PAGE>

     determined by the Board of Directors as of the date of conversion) the
     value of any fractional share of Common Stock otherwise issuable to any
     holder of Series A Preferred. Such conversion shall be deemed to have been
     made at the close of business on the date of such surrender of the
     certificates representing the shares of Series A Preferred to be converted,
     and the person entitled to receive the shares of Common Stock issuable upon
     such conversion shall be treated for all purposes as the record holder of
     such shares of Common Stock on such date.

             (v) Adjustment Upon Common Stock Event. Upon the happening of a
     Common Stock Event (as hereinafter defined) at any time or from time to
     time after the date that the first share of Series A Preferred is issued
     (the "Series A Original Issue Date"), the Series A Preferred Conversion
     Price shall, simultaneously with the happening of such Common Stock Event,
     be adjusted by multiplying the Series A Preferred Conversion Price in
     effect immediately prior to such Common Stock Event by a fraction, (i) the
     numerator of which shall be the number of shares of Common Stock issued and
     outstanding immediately prior to such Common Stock Event, and (ii) the
     denominator of which shall be the number of shares of Common Stock issued
     and outstanding immediately after such Common Stock Event, and the product
     so obtained shall thereafter be the Series A Preferred Conversion Price.
     The Series A Preferred Conversion Price shall be readjusted in the same
     manner upon the happening of each subsequent Common Stock Event. As used in
     this Section (d), the term "Common Stock Event" shall mean (i) the issue by
     the Company of additional shares of Common Stock as a dividend or other
     distribution on outstanding Common Stock, (ii) a subdivision of the
     outstanding shares of Common Stock into a greater number of shares of
     Common Stock (by stock split, reclassification or otherwise), or (iii) a
     combination or consolidation, by reclassification or otherwise, of the
     outstanding shares of Common Stock into a smaller number of shares of
     Common Stock.

             (vi) Adjustment for Other Dividends and Distributions. If at any
     time or from time to time after the Series A Original Issue Date the
     Company pays a dividend or makes another distribution to the holders of the
     Common Stock (or fixes a record date for the determination of holders of
     Common Stock entitled to receive such dividend or other distribution)
     payable in securities of the Company or any of its subsidiaries other than
     shares of Common Stock, then in each such event provision shall be made so
     that the holders of Series A Preferred Stock shall receive upon conversion
     thereof, in addition to the number of shares of Common Stock receivable
     upon conversion thereof, the amount of securities of the Company which they
     would have received had their Series A Preferred Stock been converted into
     Common Stock on the date of such event (or such record date, as applicable)
     and had they thereafter, during the period from the date of such event (or
     such record date, as applicable) to and including the conversion date,
     retained such securities receivable by them as aforesaid during such
     period, subject to all other adjustments called for during such period
     under this Section (d) with respect to the rights of the holders of the
     Series A Preferred Stock or with respect to such other securities by their
     terms.

                                       7
<PAGE>

             (vii) Adjustment for Reclassification, Exchange and Substitution.
     If at any time or from time to time after the Series A Original Issue Date,
     the Common Stock issuable upon the conversion of the Series A Preferred
     Stock is changed into the same or a different number of shares of any class
     or classes of stock, whether by recapitalization, reclassification or
     otherwise (other than an Acquisition or Asset Transfer as defined in
     Section (c) or a subdivision or combination of shares or stock dividend or
     a reorganization, merger, consolidation or sale of assets provided for
     elsewhere in this Section (d)), in any such event each holder of Series A
     Preferred Stock shall have the right thereafter to convert such stock into
     the kind and amount of stock and other securities and property receivable
     upon such recapitalization, reclassification or other change by holders of
     the maximum number of shares of Common Stock into which such shares of
     Series A Preferred Stock could have been converted immediately prior to
     such recapitalization, reclassification or change, all subject to further
     adjustment as provided herein or with respect to such other securities or
     property by the terms thereof.

             (viii) Adjustment for Reorganizations, Mergers or Consolidations.
     If at any time or from time to time after the Series A Original Issue Date,
     there is a capital reorganization of the Common Stock or the merger or
     consolidation of the Company with or into another corporation or another
     entity or person (other than an Acquisition or Asset Transfer as defined in
     Section (c) or a recapitalization, subdivision, combination,
     reclassification, exchange or substitution of shares provided for elsewhere
     in this Section (d)), as a part of such capital reorganization, provision
     shall be made so that the holders of the Series A Preferred Stock shall
     thereafter be entitled to receive upon conversion of the Series A Preferred
     Stock the number of shares of stock or other securities or property of the
     Company to which a holder of the number of shares of Common Stock
     deliverable upon conversion would have been entitled on such capital
     reorganization, subject to adjustment in respect of such stock or
     securities by the terms thereof. In any such case, appropriate adjustment
     shall be made in the application of the provisions of this Section (d) with
     respect to the rights of the holders of Series A Preferred Stock after the
     capital reorganization to the end that the provisions of this Section (d)
     (including adjustment of the Series A Preferred Conversion Price then in
     effect and the number of shares issuable upon conversion of the Series A
     Preferred Stock) shall be applicable after that event and be as nearly
     equivalent as practicable.

             (ix) Sale of Shares Below Series A Preferred Conversion Price.

                  (A) If at any time or from time to time after the Series A
         Original Issue Date, the Company issues or sells, or is deemed by the
         express provisions of this subsection (ix) to have issued or sold
         Additional Shares of Common Stock (as defined in subsection (ix)(B)(1)
         below), other than (w) as a dividend or distribution on the Series A
         Preferred Stock, (x) in connection with a Common Stock Event as
         provided in subsection (v) above, (y) as a dividend or other
         distribution on any class of stock as provided in subsection (vi)
         above, and (z) a subdivision or combination of shares of Common Stock
         as provided in subsection (vii) above, for an Effective Price (as
         defined in subsection (ix)(B)(4) below) less than the then effective
         Series A Preferred Conversion Price, then and in each such case the

                                       8
<PAGE>

         then existing Series A Preferred Conversion Price shall be reduced, as
         of the opening of business on the date of such issue or sale, to a
         price equal to the price per share paid for such Additional Shares of
         Common Stock (but not less than the par value of the Common Stock).

                  (B) Certain Definitions. For the purpose of making any
         adjustment required under this subsection (ix):

                      (1) "Additional Shares of Common Stock" shall mean all
              shares of Common Stock issued (or, pursuant to this Section,
              deemed to be issued) by the Company, whether or not subsequently
              reacquired or retired by the Company, other than: (A) shares of
              Common Stock issued or issuable upon exercise of options, warrants
              (other than outstanding warrants granted in favor of Invest Inc.),
              convertible securities or other rights outstanding as of the
              Series A Original Issue Date; and (B) shares of Common Stock
              issued or issuable by the Company or any subsidiary to employees,
              officers, directors or consultants pursuant to stock option plans
              that are permitted by Section 7.4 of the Series A Preferred Stock
              Purchase Agreement, dated as of February 16, 2001, among the
              Company, SCP Private Equity Partners II, L.P., and ICG Holdings,
              Inc., unless otherwise approved by the holders of not less than a
              majority of the outstanding shares of Series A Preferred Stock;

                      (2) The "Aggregate Consideration Received" by the Company
              for any issue or sale (or deemed issue or sale) of securities
              shall (i) (A) to the extent it consists of cash, be computed at
              the gross amount of cash received by the Company before deduction
              of any underwriting or similar commissions, compensation or
              concessions paid or allowed by the Company in connection with such
              issue or sale and without deduction of any expenses payable by the
              Company; (B) to the extent it consists of property other than
              cash, be computed at the fair value of that property at the time
              of such issue as determined in good faith by the Board; and (C) if
              Additional Shares of Common Stock, Convertible Securities or
              Rights or Options are issued or sold together with other stock or
              securities or other assets of the Company for a consideration
              which covers both, be computed as the portion of the consideration
              so received that may be reasonably determined in good faith by the
              Board to be allocable to such Additional Shares of Common Stock,
              Convertible Securities or Rights or Options or (ii) if no
              consideration is received by the Company, be considered zero;

                      (3) "Convertible Securities" shall mean any evidence of
              indebtedness, stock or other securities directly or indirectly
              convertible into or exchangeable for shares of Common Stock;

                      (4) The "Effective Price" of Additional Shares of Common
              Stock shall mean the quotient determined by dividing the total
              number of

                                       9
<PAGE>

              Additional Shares of Common Stock issued or sold, or deemed to
              have been issued or sold by the Company by the provisions of
              clause (1), into the Aggregate Consideration Received, or deemed
              to have been received by the Company by the provisions of this
              clause (4), for such issue or sale of such Additional Shares of
              Common Stock; and

                      (5) "Rights or Options" shall mean warrants, options or
              other rights to purchase or otherwise acquire shares of Common
              Stock or Convertible Securities.

                  (C) Deemed Issuances. For the purpose of making any adjustment
         to the Series A Preferred Conversion Price required under this
         subsection (ix), if the Company issues or sells any Rights or Options
         or Convertible Securities (or shall fix a record date for the
         determination of holders of any class of securities then entitled to
         receive any such Rights or Options or Convertible Securities), then the
         Company shall be deemed (x) to have issued, at the time of the issuance
         of such Rights or Options or Convertible Securities, that number of
         Additional Shares of Common Stock that is equal to the maximum number
         of shares of Common Stock issuable upon exercise of such Rights or
         Options or conversion or exchange of such Convertible Securities upon
         their issuance (or, in the case such a record date shall have been
         fixed, as of the close of business on such record date) and (y) to have
         received, as the Aggregate Consideration Received for the deemed
         issuance of such additional shares of Common Stock, an amount equal to
         the total amount of the consideration, if any, received by the Company
         for the issuance of such Rights or Options or Convertible Securities,
         plus, in the case of such Rights or Options, the minimum total amount
         of consideration, if any, payable to the Company upon the exercise in
         full of such Rights or Options (including, with respect to Rights or
         Options for Convertible Securities, the minimum aggregate amount of
         consideration payable to the Company (other than by cancellation of
         liabilities or obligations evidenced by such Rights or Options) upon
         the conversion or exchange of such underlying Convertible Securities),
         plus, in the case of Convertible Securities, the minimum total amount
         of consideration, if any, payable to the Company (other than by
         cancellation of liabilities or obligations evidenced by such
         Convertible Securities) upon the conversion or exchange thereof;
         PROVIDED THAT:

                      (1) if the minimum amounts of such consideration cannot be
              ascertained, but are a function of antidilution or similar
              protective clauses, then the Company shall be deemed to have
              received the minimum amounts of consideration without reference to
              such clauses;

                      (2) if the minimum amount of consideration payable to the
              Company upon the exercise of such Rights or Options or the
              conversion or exchange of such Convertible Securities is reduced
              or the maximum number of shares of Common Stock issuable upon the
              exercise of such Rights or Options or the conversion or exchange
              of such Convertible Securities is

                                       10
<PAGE>

              increased over time or upon the occurrence or non-occurrence of
              specified events, other than by reason of antidilution or similar
              protective adjustments, then the Series A Preferred Conversion
              Price computed upon the original issue or deemed issue thereof (or
              upon the occurrence of a record date with respect thereto), and
              any subsequent adjustments based thereon, shall, upon any such
              decrease or increase becoming effective, be recomputed to reflect
              such decrease or increase, as the case may be (provided, however,
              that no such adjustment of the Series A Preferred Conversion Price
              shall affect Common Stock previously issued upon conversion of the
              Series A Preferred Stock); and

                      (3) if the minimum amount of consideration payable to the
              Company upon the exercise of such Rights or Options or the
              conversion or exchange of such Convertible Securities is
              subsequently increased or the maximum number of shares of Common
              Stock issuable upon the exercise of such Rights or Options or the
              conversion or exchange of such Convertible Securities is
              subsequently decreased, then the Series A Preferred Conversion
              Price computed upon the original issue or deemed issue thereof (or
              upon the occurrence of a record date with respect thereto), and
              any subsequent adjustments based thereon, shall, upon any such
              increase or decrease becoming effective, be recomputed to reflect
              such increase or decrease, as the case may be, (provided, however,
              that no such adjustment of the Series A Preferred Conversion Price
              shall affect Common Stock previously issued upon conversion of the
              Series A Preferred Stock, and further provided that no
              readjustment pursuant to this clause (3) shall have the effect of
              increasing the Series A Preferred Conversion Price to an amount
              which exceeds the lower of (A) the Series A Preferred Conversion
              Price on the original adjustment date, or (B) the Series A
              Preferred Conversion Price that would have resulted from any
              issuance of Additional Shares of Common Stock between the original
              adjustment date and such readjustment date).

          No further adjustment of the Series A Preferred Conversion Price,
          adjusted upon the issuance of such Rights or Options or Convertible
          Securities, shall be made as a result of the actual issuance of shares
          of Common Stock on the exercise of any such Rights or Options or the
          conversion or exchange of any such Convertible Securities. If any such
          Rights or Options or the conversion rights represented by any such
          Convertible Securities shall expire without having been fully
          exercised, then the Series A Preferred Conversion Price as adjusted
          upon the issuance of such Rights or Options or Convertible Securities
          (or upon the occurrence of the record date with respect thereto), and
          any subsequent adjustments based thereon, shall be readjusted to the
          Series A Preferred Conversion Price which would have been in effect
          had an adjustment been made on the basis that (x) the only Additional
          Shares of Common Stock so issued were the shares of Common Stock, if
          any, that were actually issued or sold on the exercise of such Rights
          or Options or rights of conversion or exchange of such Convertible
          Securities and (y) the

                                       11
<PAGE>

          consideration received with respect to Additional Shares of Common
          Stock was the consideration actually received by the Company upon such
          exercise of such Rights or Options, plus the consideration, if any,
          actually received by the Company for the granting of all such Rights
          or Options, whether or not exercised, plus the consideration received
          for issuing or selling all such Convertible Securities actually
          converted or exchanged, plus the consideration, if any, actually
          received by the Company (other than by cancellation of liabilities or
          obligations evidenced by such Convertible Securities) on the
          conversion or exchange of such Convertible Securities provided,
          however, that no such adjustment of the Series A Preferred Conversion
          Price shall affect Common Stock previously issued upon conversion of
          the Series A Preferred Stock. In the case of any Rights or Options
          which expire by their terms not more than 30 days after the date of
          issue thereof, no adjustment of the Series A Preferred Conversion
          Price shall be made (except as to shares of Series A Preferred Stock
          converted in such period) until the expiration or exercise of all such
          Rights or Options, whereupon such adjustment shall be made in the same
          manner provided above. If any such record date shall have been fixed
          and such Rights or Options or Convertible Securities are not issued on
          the date fixed thereof, the adjustment previously made in the Series A
          Preferred Conversion Price which became effective on such record date
          shall be canceled as of the close of business on such record date, and
          shall instead be made on the actual date of issuance, if any.

             (x) Waiver. The Series A Preferred Conversion Price adjustment
     provisions of this Section 4 may be waived by the written consent of the
     holders of at least a majority of the outstanding Series A Preferred Stock,
     voting together as a single class.

             (xi) Certificate of Adjustment. In each case of an adjustment or
     readjustment of the Series A Preferred Conversion Price for the number of
     shares of Common Stock or other securities issuable upon conversion of the
     Series A Preferred Stock, if the Series A Preferred Stock is then
     convertible pursuant to this Section (d), the Company, at its expense,
     shall compute such adjustment or readjustment in accordance with the
     provisions hereof and prepare a certificate showing such adjustment or
     readjustment, and shall mail such certificate, by first class mail, postage
     prepaid, to each registered holder of Series A Preferred Stock at the
     holder's address as shown in the Company's books. The certificate shall set
     forth such adjustment or readjustment, showing in detail the facts upon
     which such adjustment or readjustment is based, including a statement of
     (i) the consideration received or deemed to be received by the Company for
     any Additional Shares of Common Stock issued or sold or deemed to have been
     issued or sold, (ii) the Series A Preferred Conversion Price at the time in
     effect, (iii) the number of Additional Shares of Common Stock and (iv) the
     type and amount, if any, of other property which at the time would be
     received upon conversion of the Series A Preferred Stock.

             (xii) Notices of Record Date. Upon (i) any taking by the Company of
     a record of the holders of any class of securities for the purpose of
     determining the holders thereof who are entitled to receive any dividend or
     other distribution, or (ii) any Acquisition (as defined in Section (c)) or
     other capital reorganization of the Company, any reclassification or
     recapitalization of the capital stock of the Company, any merger or

                                       12
<PAGE>

     consolidation of the Company with or into any other corporation, or any
     Asset Transfer (as defined in Section (c)), or any voluntary or involuntary
     dissolution, liquidation or winding up of the Company, the Company shall
     mail to each holder of Series A Preferred Stock at least 10 days prior to
     the record date specified therein (or such shorter period approved by a
     majority of the outstanding Series A Preferred Stock) a notice specifying
     (A) the date on which any such record is to be taken for the purpose of
     such dividend or distribution and a description of such dividend or
     distribution, (B) the date on which any such Acquisition, reorganization,
     reclassification, transfer, consolidation, merger, Asset Transfer,
     dissolution, liquidation or winding up is expected to become effective, and
     (C) the date, if any, that is to be fixed as to when the holders of record
     of Common Stock (or other securities) shall be entitled to exchange their
     shares of Common Stock (or other securities) for securities or other
     property deliverable upon such Acquisition, reorganization,
     reclassification, transfer, consolidation, merger, Asset Transfer,
     dissolution, liquidation or winding up.

             (xiii) Automatic Conversion.

                  (A) Each share of Series A Preferred Stock shall automatically
         be converted into shares of Common Stock, based on the then-effective
         Series A Preferred Conversion Price, (A) at any time upon the written
         consent of the holders of at least a majority of the outstanding shares
         of the Series A Preferred Stock, (B) upon the closing of a Qualified
         Public Offering, or (C) upon a Qualified Sale. The term "Qualified
         Public Offering" shall mean a firmly underwritten public offering
         pursuant to an effective registration statement under the Securities
         Act of 1933, as amended, covering the offer and sale of Common Stock
         for the account of the Company in which (i) the per share price is at
         least four times the then effective Series A Preferred Conversion
         Price, and (ii) the gross cash proceeds to the Company (before
         underwriting discounts, commissions and fees) are at least $60,000,000.
         The term "Qualified Sale" shall mean an Acquisition or Asset Transfer
         (as defined in Section (c)) which provides for minimum consideration
         payable with respect to each share of Common Stock (on a fully diluted
         basis) of at least three times the then effective Series A Preferred
         Conversion Price in cash or Liquid Stock. The term "Liquid Stock" shall
         mean capital stock which is registered under Section 12(b) or Section
         12(g) of the Securities Exchange Act of 1934, as amended, the
         disposition of which would not be significantly restricted by low
         trading volume or otherwise; provided, that capital stock which is
         either (i) listed for trading on the NASDAQ National Market System with
         average daily trading volume over the past six months of at least
         100,000 shares, or (ii) listed for trading on the New York Stock
         Exchange, Inc. shall be deemed to be Liquid Stock. Upon such automatic
         conversion, any accrued and unpaid dividends shall be paid in
         accordance with the provisions of Section (a).

                  (B) Upon the occurrence of any of the events specified in
         subparagraph (A), the outstanding shares of Series A Preferred Stock
         shall be converted automatically without any further action by the
         holders of such shares and whether or not the certificates representing
         such shares are surrendered to the

                                       13
<PAGE>

         Company or its transfer agent; PROVIDED, HOWEVER, that the Company
         shall not be obligated to issue certificates evidencing the shares of
         Common Stock issuable upon such conversion unless the certificates
         evidencing such shares of Series A Preferred Stock are either delivered
         to the Company or its transfer agent as provided below, or the holder
         notifies the Company or its transfer agent that such certificates have
         been lost, stolen or destroyed and executes an agreement satisfactory
         to the Company to indemnify the Company from any loss incurred by it in
         connection with such certificates. Upon the occurrence of such
         automatic conversion of the Series A Preferred Stock, the holders of
         Series A Preferred Stock shall surrender the certificates representing
         such shares at the office of the Company or any transfer agent for the
         Series A Preferred Stock. Thereupon, there shall be issued and
         delivered to such holder promptly at such office and in its name as
         shown on such surrendered certificate or certificates, a certificate or
         certificates for the number of shares of Common Stock into which the
         shares of Series A Preferred Stock surrendered were convertible on the
         date on which such automatic conversion occurred. If the conversion is
         in connection with an underwritten offering of securities pursuant to
         the Securities Act, the conversion may, at the option of any holder
         tendering shares of Series A Preferred Stock for conversion, be
         conditioned upon the closing with the underwriters of the sale of
         securities pursuant to such offering, in which event the holder
         entitled to receive the Common Stock upon conversion of the Series A
         Preferred Stock shall not be deemed to have converted such Series A
         Preferred Stock until immediately prior to the closing of such sale of
         securities.

             (xiv) Fractional Shares. No fractional shares of Common Stock shall
     be issued upon conversion of Series A Preferred Stock. All shares of Common
     Stock (including fractions thereof) issuable upon conversion of more than
     one share of Series A Preferred Stock by a holder thereof shall be
     aggregated for purposes of determining whether the conversion would result
     in the issuance of any fractional share. If, after the aforementioned
     aggregation, the conversion would result in the issuance of any fractional
     share, the Company shall, in lieu of issuing any fractional share, pay cash
     equal to the product of such fraction multiplied by the Common Stock's fair
     market value (as determined by the Board of Directors) on the date of
     conversion.

             (xv) Reservation of Stock Issuable Upon Conversion. The Company
     shall at all times reserve and keep available out of its authorized but
     unissued shares of Common Stock, solely for the purpose of effecting the
     conversion of the shares of the Series A Preferred Stock, such number of
     its shares of Common Stock as shall from time to time be sufficient to
     effect the conversion of all outstanding shares of the Series A Preferred
     Stock. If at any time the number of authorized but unissued shares of
     Common Stock shall not be sufficient to effect the conversion of all then
     outstanding shares of the Series A Preferred Stock, the Company will take
     such corporate action as may be necessary to increase its authorized but
     unissued shares of Common Stock to such number of shares as shall be
     sufficient for such purpose.

                                       14
<PAGE>

             (xvi) Notices. Any notice required by the provisions of this
     Section (d) shall be in writing and shall be deemed effectively given: (i)
     upon personal delivery to the party to be notified, (ii) when sent by
     confirmed electronic mail or facsimile if sent during normal business hours
     of the recipient; if not, then on the next business day, (iii) 5 days after
     having been sent by registered or certified mail, return receipt requested,
     postage prepaid, or (iv) 1 day after deposit with a nationally recognized
     overnight courier, specifying next day delivery, with verification of
     receipt. All notices shall be addressed to each holder of record at the
     address of such holder appearing on the books of the Company.

             (xvii) Payment of Taxes. The Company will pay all taxes (other than
     taxes based upon income) and other governmental charges that may be imposed
     with respect to the issue or delivery of shares of Common Stock upon
     conversion of shares of Series A Preferred Stock, excluding any tax or
     other charge imposed in connection with any transfer involved in the issue
     and delivery of shares of Common Stock in a name other than that in which
     the shares of Series A Preferred Stock so converted were registered.

             (xviii) No Impairment. The Company shall not avoid or seek to avoid
     the observance or performance of any of the terms to be observed or
     performed hereunder by the Company, but shall at all times in good faith
     assist in carrying out all such actions as may be reasonably necessary or
     appropriate in order to protect the conversion rights of the holders of the
     Series A Preferred Stock against impairment.

             (xix) Satisfaction of Accrued Dividends. Except as otherwise
     expressly provided, upon the conversion of any shares of Series A Preferred
     Stock into Common Stock as provided herein, the holders thereof shall be
     entitled to receive a payment in satisfaction of all accrued but unpaid
     dividends, subject to limitations regarding the cancellation of PIK Shares
     contained in this Section.

         (e) OPTIONAL REDEMPTION.

             (i) Redemption at Option of Holders of Series A Preferred Stock. At
     any time on and after January 20, 2006, at the request of any holder of
     Series A Preferred Stock, such holder may require the Company to redeem
     all, but not less than all, of the shares of Series A Preferred Stock held
     by such holder in accordance with the provisions contained in this Section
     (e). In no event shall the Company be required to redeem shares in excess
     of the amount permitted by law; PROVIDED, HOWEVER, that such inability to
     redeem shall not have any impact or effect upon the per-share Series A
     Redemption Price (as hereinafter defined). All redemptions shall be made in
     the order in which notices of redemption are received (with any notice of
     redemption received within 25 days of delivery of notice by an Initial
     Redeeming Holder (as hereinafter defined) under subsection (iii) being
     treated as having been received simultaneously with that of the Initial
     Redeeming Holder), and, if less than all of the shares submitted for
     redemption in a particular 25-day period are capable of being redeemed,
     then such shares shall be redeemed

                                       15
<PAGE>

     on a pro rata basis, based on the number of shares that each stockholder
     submitted for redemption.

             (ii) Redemption Price of Series A Preferred Stock. The price at
     which the Series A Preferred Stock shall be redeemed (the "Series A
     Redemption Price") shall be equal to the Series A Original Issue Price (as
     adjusted for any stock dividends, combinations, splits, recapitalizations
     and the like with respect to such shares) for each share of Series A
     Preferred Stock plus accrued but unpaid dividends.

             (iii) Exercise of Option to Redeem Series A Preferred Stock. If a
     holder of Series A Preferred Stock desires to exercise such holder's option
     to redeem all, but not less than all, of such holder's shares of Series A
     Preferred Stock pursuant to this Section (e), such holder (the "Initial
     Redeeming Holder") must give written notice to the Company specifying the
     number of shares to be redeemed, and the Company shall promptly provide a
     copy of such notice to each other holder of Series A Preferred Stock. No
     later than 25 days after receipt by the Company of notice of the Initial
     Redeeming Holder, if any other holder of Series A Preferred Stock also
     wishes to redeem all of such holder's shares of Series A Preferred Stock at
     the same time as the redemption of the shares of the Initial Redeeming
     Holder, such additional holder shall provide a notice comparable to that of
     the Initial Redeeming Holder to the Company and the Company shall promptly
     provide a copy of such notice to each other holder of Series A Preferred
     Stock. Redemptions shall be made on a date 30 calendar days after the date
     on which the Company receives the notice of the Initial Redeeming Holder
     (or the first business day thereafter). Each such date of redemption shall
     be a "Series A Redemption Date." To receive the Series A Redemption Price,
     the holder of shares of Series A Preferred Stock must present and surrender
     the certificate or certificates representing such shares (duly endorsed for
     transfer) to the Company at the principal executive offices of the Company
     no later than three business days prior to the Series A Redemption Date.
     The Company shall pay the Series A Redemption Price to, or to the order of,
     the person whose name appears on such certificate or certificates as the
     owner thereof. The Company shall pay the entire Series A Redemption Price
     on the Series A Redemption Date.

             (iv) Effect of Redemption. From and after the Series A Redemption
     Date, unless the Company shall default in providing for the payment of the
     Series A Redemption Price, all dividends on such shares requested to be
     redeemed pursuant to this Section (e) shall cease to accrue, and all rights
     of the holders of any such shares subject to redemption as stockholders of
     the Company with respect to such shares, except the right to receive the
     Series A Redemption Price, shall cease and terminate. Any shares of Series
     A Preferred Stock that are redeemed by the Company shall be retired and
     shall not be reissued.

             (v) Failure to Redeem. If the Company shall for any reason fail to
     redeem any shares of Series A Preferred Stock as required by this Section
     (e), and such failure shall continue for a period of 30 days, then
     notwithstanding anything to the contrary contained in this Certificate of
     Designation, with respect to all shares of Series A Preferred Stock then
     outstanding: (i) the conversion rights set forth in Section (d) hereof

                                       16
<PAGE>

     shall continue beyond any date for redemption specified in said Section,
     and said rights may be exercised at any time; and (ii) the Company may not,
     other than in the ordinary course of business, incur any indebtedness for
     money borrowed or borrow or reborrow any amounts under any lines of credit
     or any other borrowing facility which it may then have outstanding without
     the prior written consent of the holders of at least a majority of the then
     outstanding shares of Series A Preferred Stock, unless the proceeds of such
     incurrence of such indebtedness or borrowing or reborrowing are to be used
     to make all redemptions then required to be made; and (iii) dividends shall
     continue to accrue and be paid in accordance with and as defined in Section
     (a), and, to the extent not paid, shall be added to the Series A Redemption
     Price. Nothing herein shall limit the Company's obligations to redeem as
     set forth above, or limit the remedies available to the holders of Series A
     Preferred Stock in the event of a failure of the Company to honor such
     obligations.

         (f) WAIVER. Any rights of the holders of Series A Preferred Stock set
forth herein may be waived by the affirmative vote or consent of the holders of
a majority of the shares of Series A Preferred Stock then outstanding.

         (g) LIMITATION ON REISSUANCE OF SHARES. No share of shares of Series A
Preferred Stock acquired by the Company by reason of redemption, purchase,
conversion or otherwise shall be reissued, and all such shares shall be
cancelled, retired and eliminated from the shares that the Company is authorized
to issue.


<PAGE>

                                    EXHIBIT B

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF ABSENT
REGISTRATION OF SUCH SECURITIES UNDER SAID ACT AND SAID LAWS UNLESS THE COMPANY
RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.

      Void after 5:00 p.m. (Eastern Standard Time), on _____________, 2011

                                     WARRANT
                           TO PURCHASE COMMON STOCK OF
                            BREAKAWAY SOLUTIONS, INC.

                                28,571,429 Shares

         THIS CERTIFIES that, SCP Private Equity Partners II, L.P. (herein
called "Holder"), or registered assigns, is entitled to purchase from Breakaway
Solutions, Inc., a corporation organized and existing under the laws of Delaware
(herein called the "Company"), at any time after the date hereof and until 5:00
p.m. (Eastern Standard Time) on ____________, 2011 [TEN YEARS AFTER DATE OF
WARRANT], (the "Expiration Date") 28,571,429 fully paid and non-assessable
shares of Common Stock of the Company, par value $0.000125 per share (the
"Common Stock"), at a purchase price per share of $0.70 (the "Exercise Price").

         The number of shares of Common Stock to be received upon the exercise
of this Warrant and the price to be paid for a share of Common Stock are subject
to limitation and adjustment from time to time as hereinafter set forth.

DEFINITIONS

         "ADDITIONAL SHARES OF CAPITAL STOCK" shall mean all shares of Capital
Stock issued by the Company, except: shares of Common Stock issued or issuable
upon exercise of options, warrants (other than outstanding warrants granted in
favor of Invest Inc.), convertible securities or other rights outstanding as of
[ADD DATE OF ISSUANCE OF FIRST SHARE OF SERIES A PREFERRED STOCK]; and shares of
Common Stock issued or issuable by the Company or any subsidiary to employees,
officers, directors or consultants pursuant to stock option plans that are
approved by the Board of Directors of the Company (with an exercise price not
less than the fair market value of the Common Stock at the time of the grant)
and are permitted by Section 7.4 of the Series A Agreement, unless otherwise
approved by the holders of not less than a majority of the outstanding shares of
the Series A Preferred Stock.

         "CAPITAL STOCK" shall mean the Company's Common Stock, and any other
stock of any class, whether now or hereafter authorized, which has the right to
participate in the distribution of earnings and assets of the Company without
limit as to amount or percentage.

         "INVESTOR RIGHTS AGREEMENT" means the Investor Rights Agreement between
the Company, SCP Private Equity Partners II, L.P., snf ICG Holdings, Inc., dated
February __, 2001.

         "SERIES A AGREEMENT" means the Series A Preferred Stock Purchase
Agreement between the Company, SCP Private Equity Partners II, L.P., and ICG
Holdings, Inc., dated February __, 2001.

<PAGE>

         "WARRANT SHARES" means the shares of Common Stock deliverable upon
exercise of this Warrant, as adjusted from time to time.

SECTION 1.   EXERCISE OF WARRANT.

         (a) This Warrant may be exercised in whole or in part on any business
day (the "Exercise Date") and on or before the Expiration Date by presentation
and surrender hereof to the Company at its principal office at the following
address: 2 Seaport Lane, Boston, MA 02110, or at the office of its stock
transfer or warrant agent, if any, (or at such other address as the Company may
hereafter notify the Holder in writing) with the Purchase Form annexed hereto
duly executed and accompanied by proper payment of the Exercise Price in lawful
money of the United States of America in the form of a check, subject to
collection, for the number of Warrant Shares specified in the Purchase Form. If
this Warrant should be exercised in part only, the Company shall, upon surrender
of this Warrant, execute and deliver a new Warrant evidencing the rights of the
Holder thereof to purchase the balance of the Warrant Shares purchasable
hereunder. Upon receipt by the Company of this Warrant and such Purchase Form,
together with proper payment of the Exercise Price, at such office, the Holder
shall be deemed to be the holder of record of the Warrant Shares,
notwithstanding that the stock transfer books of the Company shall then be
closed or that the certificates representing such Warrant Shares shall not then
be actually delivered to the Holder. The Company shall pay any and all
documentary stamp or similar issue or transfer taxes payable in respect of the
issue or delivery of the Warrant Shares.

         (b) Notwithstanding the provisions of paragraph (a), the Holder may, at
its sole option, elect to exercise this Warrant in whole or in part by receiving
Warrant Shares equal to the value (as determined below) of this Warrant, or any
part hereof, upon surrender of the Warrant at the principal office of the
Company together with notice of such election in which event the Company shall
issue to the Holder a number of Warrant Shares calculated on the basis of the
following formula:

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

         Where:   X =   the number of Warrant Shares to be issued to the Holder

                  Y =   the number of Warrant Shares to be exercised under this
                        Warrant

                  A =   the current fair market value of one share of Common
                        Stock calculated (determined in the manner set forth in
                        Section 3) as of the last business day immediately
                        preceding the exercise of this Warrant

                  B =   the Exercise Price

         SECTION 2. RESERVATION OF SHARES. The Company shall reserve at all
times for issuance and delivery upon exercise or conversion of this Warrant all
shares of its Common Stock or other shares of Capital Stock of the Company from
time to time issuable upon exercise of this Warrant. All such shares shall be
duly authorized and, when issued upon the exercise or conversion of this Warrant
in accordance with the terms hereof, including payment of the applicable
Exercise Price in full, shall be validly issued, fully paid and nonassessable,
free and clear of all liens, security interests, charges and other encumbrances
or restrictions ("Liens") on sale (other than (i) restrictions pursuant to
applicable federal and state securities laws, and (ii) any Liens created by any
action or inaction of the Holder of the Warrant Shares) and free and clear of
all preemptive rights. If the Common Stock is listed on any national securities
exchange or The NASDAQ National Market, the Company shall also list such shares
on such exchange subject to notice of issuance or maintain the listing of its
Common Stock on The NASDAQ

                                       2
<PAGE>

National Market, as the case may be.

         SECTION 3. FRACTIONAL INTEREST. The Company will not issue a fractional
share of Common Stock or scrip upon any exercise or conversion of this Warrant.
Instead, the Company will deliver its check for the current market value of the
fractional share. The current market value of a fraction of a share shall be
determined by multiplying the current market price of a full share by the
fraction of the share and rounding the result to the nearest cent.

         The current market value of a share of Common Stock for purposes of
this Section shall be determined as follows:

             (i) If the Common Stock is listed on a national securities exchange
     or admitted to unlisted trading privileges on such exchange or listed for
     trading on The NASDAQ National Market, the current market value shall be
     the last reported sale price of the Common Stock on such exchange or Market
     on the last business day prior to the date of exercise or conversion of
     this Warrant or if no such sale is made on such day, the average closing
     bid and asked prices for such day on such exchange or Market; or

             (ii) If the Common Stock is not so listed or admitted to unlisted
     trading privileges, the current market value shall be the mean of the last
     reported bid and asked prices reported by the National Quotation Bureau,
     Inc., on the last business day prior to the date of exercise or conversion;
     or

             (iii) If the Common Stock is not so listed or admitted to unlisted
     trading privileges and bid and asked prices are not so reported, the
     current market value per share shall be an amount determined in such
     reasonable manner as may be prescribed in good faith by the Board of
     Directors of the Company.

     SECTION 4.   EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.

         (a)      Except as otherwise provided in SECTION 8, the Holder of this
Warrant shall be entitled, at its option, without expense and without obtaining
the consent of the Company, to assign its interest in this Warrant, or any of
the Warrant Shares, in whole or in part, upon presentation and surrender hereof
to the Company or its stock transfer agent, if any; PROVIDED, HOWEVER, that the
transferee, prior to any such transfer, agrees in writing, in form and substance
satisfactory to the Company, to be bound by the terms of this Warrant and
provides the Company with an opinion of counsel in such form reasonably
acceptable to the Company, that such transfer would not be in violation of the
Act or any applicable state securities or blue sky laws.

         (b) Subject to the provisions of SECTION 8, upon surrender of this
Warrant to the Company or at the office of its stock transfer agent or warrant
agent, with the Assignment Form annexed hereto duly executed and funds
sufficient to pay any transfer tax, the Company shall, without charge, execute
and deliver a new Warrant or Warrants in the name of the assignee or assignees
named in such instrument of assignment and, if the Holder's entire interest is
not being assigned, in the name of the Holder, and this Warrant shall promptly
be canceled.

         (c) This Warrant may be divided by or combined with other Warrants
which carry the same rights upon presentation hereof at the principal office of
the Company or at the office of its stock transfer or warrant agent, if any,
together with a written notice specifying the names and denominations in

                                       3
<PAGE>

which new Warrants are to be issued and signed by the Holder hereof. The term
"Warrant" as used herein includes any warrants into which this Warrant may be
divided or exchanged.

         (d) This Warrant is exchangeable, upon the surrender thereof by the
Holder at the principal office of the Company, for new Warrants of like tenor
registered in the Holder's name and representing in the aggregate the right to
purchase the number of shares purchasable under the Warrant being exchanged,
each of such new Warrants to represent the right to subscribe for and purchase
such number of shares as shall be designated by the Holder at the time of such
surrender.

         SECTION 5. RIGHTS OF THE HOLDER. The Holder shall not, by virtue
hereof, be entitled to any rights of a stockholder in the Company, either at law
or equity, and the rights of the Holder are limited to those set forth in this
Warrant.

         SECTION 6. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES. The
number and kind of securities purchasable upon the exercise of this Warrant and
the Exercise Price shall be subject to adjustment from time to time upon the
occurrence of certain events, as follows:

         (a) RECLASSIFICATION, CONSOLIDATION OR MERGER. In case of any
reclassification or change of outstanding securities issuable upon exercise or
conversion of this Warrant (other than a change in par value, or from par value
to no par value, or from no par value to par value or as a result of a
subdivision or combination) or in case of any consolidation or merger of the
Company with or into another corporation (other than a merger with another
corporation in which the Company is a continuing corporation and which does not
result in any reclassification or change, other than a change in par value, or
from par value to no par value, or from no par value to par value, or as a
result of a subdivision or combination of outstanding securities issuable upon
the exercise of this Warrant), the Company, or such successor or purchasing
corporation, as the case may be, shall, without payment of any additional
consideration therefor, execute a new warrant providing that the Holder of the
Warrant shall have the right to exercise such new warrant (upon terms not less
favorable to the Holder than those then applicable to this Warrant) and to
receive upon such exercise, in lieu of each share of Common Stock theretofore
issuable upon exercise or conversion of this Warrant, the kind and amount of
shares of stock, other securities, money or property receivable upon such
reclassification, change, consolidation or merger by the Holder of one share of
Common Stock issuable upon exercise or conversion of this Warrant had the
Warrants been exercised or converted immediately prior to such reclassification,
change, consolidation, or merger. Such new warrant shall provide for adjustments
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this SECTION 6. The provisions of this SUBSECTION 6(a) shall
similarly apply to successive reclassifications, changes, consolidations, or
mergers.

         (b) SUBDIVISION OR COMBINATION OF SHARES. If the Company at any time
while this Warrant remains outstanding and unexpired, shall subdivide or combine
its Capital Stock, the Exercise Price shall be proportionately reduced, in case
of subdivision of shares, as of the effective date of such subdivision, or, if
the Company shall take a record of holders of its Capital Stock for the purpose
of so subdividing, as of such record date, whichever is earlier, or shall be
proportionately increased, in the case of combination of shares, as of the
effective date of such combination, or, if the Company shall take a record of
holders of its Capital Stock for the purpose of so combining, as of such record
date, whichever is earlier.

         (c) CERTAIN DIVIDENDS AND DISTRIBUTIONS. If the Company at any time
while this Warrant is outstanding and unexpired shall:

                                       4
<PAGE>

             (i) STOCK DIVIDENDS. Pay a dividend in shares of, or make another
     distribution of shares of, its Capital Stock, then the Exercise Price shall
     be adjusted, as of the date the Company shall take a record of the holders
     of its Capital Stock for the purpose of receiving such dividend or other
     distribution (or if no such record is taken, as at the date of such payment
     or other distribution), to that price determined by multiplying that
     Exercise Price in effect immediately prior to such payment or other
     distribution by a fraction (a) the numerator of which shall be the total
     number of shares of Capital Stock outstanding immediately prior to such
     dividend or distribution, and (b) the denominator of which shall be the
     total number of shares of Capital Stock outstanding immediately after such
     dividend or distribution; or

             (ii) LIQUIDATING DIVIDENDS, ETC. Make a distribution of its assets
     to the holders of its Capital Stock as a dividend in liquidation or by way
     of return of capital or other than as a dividend payable out of earnings or
     surplus legally available for dividends under applicable law, the Holder
     shall, upon its exercise, be entitled to receive, in addition to the number
     of shares of Common Stock receivable thereupon, and without payment of any
     additional consideration therefor, a sum equal to the amount of such assets
     as would have been payable to it as owner of that number of shares of
     Common Stock receivable by exercise or conversion of the Warrant had it
     been the Holder of record of such Common Stock on the record date for such
     distribution, or if no such record is taken, as of the date of such
     distribution, and an appropriate provision therefor shall be made a part of
     any such distribution.

         (d) ISSUANCE OF ADDITIONAL SHARES OF CAPITAL STOCK. If the Company at
any time while this Warrant remains outstanding and unexpired shall issue any
Additional Shares of Capital Stock (otherwise than as provided in the foregoing
SUBSECTIONS (6)(a) through (6)(c) above) at a price per share less, or for other
consideration lower, than the Exercise Price, or without consideration, then
upon such issuance the Exercise Price shall be adjusted to the price per share
paid for such Additional Shares of Common Stock (but not less than the par value
of the Common Stock). The provisions of this SUBSECTION 6(d) shall not apply
under any of the circumstances for which an adjustment is provided in
SUBSECTIONS 6(a), 6(b) or 6(c). No adjustment of the Exercise Price shall be
made under this SUBSECTION 6(d) upon the issuance of any Additional Shares of
Capital Stock which are issued pursuant to the exercise of any warrants, options
or other subscription or purchase rights or pursuant to the exercise of any
conversion or exchange rights in any convertible securities if any such
adjustments shall previously have been made upon the issuance of any such
warrants, options or other rights or upon the issuance of any convertible
securities (or upon the issuance of any warrants, options or any rights
therefor) pursuant to SUBSECTIONS 6(e) or 6(f) hereof.

         (e) ISSUANCE OF WARRANTS, OPTIONS OR OTHER RIGHTS. In case the Company
shall issue any warrants, options or other rights to subscribe for or purchase
any Additional Shares of Capital Stock and the price per share for which
Additional Shares of Capital Stock may at any time thereafter be issuable
pursuant to such warrants, options or other rights shall be less than the
Exercise Price per share of Common Stock hereunder, then upon such issuance the
Exercise Price shall be adjusted as provided in SUBSECTION 6(d) hereof on the
basis that the aggregate consideration for the Additional Shares of Capital
Stock issuable pursuant to such warrants, options or other rights, shall be
deemed to be the consideration received by the Company for the issuance of such
warrants, options, or other rights plus the minimum consideration to be received
by the Company for the issuance of Additional Shares of Capital Stock pursuant
to such warrants, options, or other rights.

         (f) ISSUANCE OF CONVERTIBLE SECURITIES. In case the Company shall issue
any securities (debt or equity) convertible into Additional Shares of Capital
Stock and the consideration per share for which Additional Shares of Capital
Stock may at any time thereafter be issuable pursuant to the

                                       5
<PAGE>

terms of such convertible securities shall be less than the Exercise Price, then
upon such issuance the Exercise Price shall be adjusted as provided in
SUBSECTION 6(d) hereof on the basis that (i) the maximum number of Additional
Shares of Capital Stock necessary to effect the conversion or exchange of all
such convertible securities shall be deemed to have been issued as of the date
of issuance of such convertible securities, and (ii) the aggregate consideration
for such maximum number of Additional Shares of Capital Stock shall be deemed to
be the minimum consideration received by the Company for the issuance of such
Additional Shares of Capital Stock pursuant to the terms of such convertible
securities. No adjustment of the Exercise Price shall be made under this
subsection upon the issuance of any convertible securities which are issued
pursuant to the exercise of any warrants or other subscription or purchase
rights therefor, if any such adjustment shall previously have been made upon the
issuance of such warrants or other rights pursuant to SUBSECTION 6(e) hereof.

         (g) ADJUSTMENT OF NUMBER OF SHARES. Upon each adjustment in the
Exercise Price pursuant to any provisions of this SECTION 6, the number of
shares of Common Stock purchasable hereunder shall be adjusted, to the nearest
one hundredth of a whole share, to the product obtained by multiplying such
number of shares purchasable immediately prior to such adjustment by a fraction,
the numerator of which shall be the Exercise Price immediately prior to such
adjustment and the denominator of which shall be the Exercise Price immediately
thereafter.

         (h) OTHER PROVISIONS APPLICABLE TO ADJUSTMENTS UNDER THIS SECTION. The
following provisions will be applicable to the making of adjustments in the
Exercise Price hereinabove provided in this SECTION 6:

             (i) COMPUTATION OF CONSIDERATION. To the extent that any Additional
     Shares of Capital Stock or any convertible securities (debt or equity) or
     any warrants, options or other rights to subscribe for or purchase any
     Additional Shares of Capital Stock or any convertible securities (debt or
     equity) shall be issued for a cash consideration, the consideration
     received by the Company therefor shall be deemed to be the amount of the
     cash received by the Company therefor, or, if such Additional Shares of
     Capital Stock or convertible securities (debt or equity) are offered by the
     Company for subscription, the subscription price, or, if such Additional
     Shares of Capital Stock or convertible securities (debt or equity) are sold
     to underwriters or dealers for public offering without a subscription
     offering, or through underwriters or dealers for public offering without a
     subscription offering, the initial public offering price, in any such case
     excluding any amounts paid or incurred by the Company for and in the
     underwriting of, or otherwise in connection with the issue thereof. To the
     extent that such issuance shall be for a consideration other than cash,
     then, except as herein otherwise expressly provided, the amount of such
     consideration shall be deemed to be the fair value of such consideration at
     the time of such issuance as determined in good faith by the Company's
     Board of Directors. The consideration for any Additional Shares of Capital
     Stock issuable pursuant to any warrants, options or other rights to
     subscribe for or purchase the same shall be the consideration received by
     the Company for issuing such warrants, options or other rights, plus the
     additional consideration payable to the Company upon the exercise of such
     warrants, options or other rights. The consideration for any Additional
     Shares of Capital Stock issuable pursuant to the terms of any convertible
     securities (debt or equity) shall be the consideration paid or payable to
     the Company in respect of the subscription for or purchase of such
     convertible securities, plus the additional consideration, if any, payable
     to the Company upon the exercise of the right of conversion or exchange in
     such convertible securities. In case of the issuance at any time of any
     Additional Shares of Capital Stock or convertible securities (debt or
     equity) in payment or satisfaction of any dividend upon any class of stock
     preferred as to dividends in a fixed amount, the Company shall be deemed to
     have received for such Additional Shares of Capital Stock or convertible
     securities a consideration equal to the amount of such dividend so paid or
     satisfied.

                                       6
<PAGE>

             (ii) READJUSTMENT OF EXERCISE PRICE. Upon the expiration of the
     right to convert or exchange any convertible securities (debt or equity),
     or upon the expiration of any rights, options or warrants, the issuance of
     which convertible securities, rights, options or warrants effected an
     adjustment in the Exercise Price, if any such convertible securities shall
     not have been converted or exchanged, or if any such rights, options or
     warrants shall not have been exercised, the number of shares of Capital
     Stock deemed to be issued and outstanding by reason of the fact that they
     were issuable upon conversion or exchange of any such convertible
     securities or upon exercise of any such rights, options, or warrants shall
     no longer be computed as set forth above, and such Exercise Price shall
     forthwith be readjusted and thereafter be the price which it would have
     been (but reflecting any other adjustments in the Exercise Price made
     pursuant to the provisions of this SECTION 6 after the issuance of such
     convertible securities, rights, options or warrants) had the adjustment of
     the Exercise Price made upon the issuance or sale of such convertible
     securities or issuance of rights, options or warrants been made on the
     basis of the issuance only of the number of Additional Shares of Capital
     Stock actually issued upon conversion or exchange of such convertible
     securities, or upon the exercise of such rights, options or warrants, and
     thereupon only the number of Additional Shares of Capital Stock actually so
     issued shall be deemed to have been issued and only the consideration
     actually received by the Company (computed as in SUBSECTION (6)(h)(i)
     hereof) shall be deemed to have been received by the Company.

             (iii) TREASURY SHARES. The number of shares of Capital Stock at any
     time outstanding shall not include any shares thereof then directly or
     indirectly owned or held by or for the account of the Company.

             (iv) OTHER ACTION AFFECTING CAPITAL STOCK. In case after the date
     hereof the Company shall take any action affecting the Capital Stock, other
     than an action described in any of the foregoing SUBSECTIONS (6)(a) to
     (6)(f) hereof, inclusive, which in the opinion of the Company's Board of
     Directors would have a materially adverse effect upon the rights of the
     Holder to purchase the Warrant Shares, the Exercise Price shall be adjusted
     in such manner and at such time as the Board of Directors may in good faith
     determine to be equitable in the circumstances.

         (i) NOTICE OF CERTAIN ACTIONS. In the event that:

             (i) the Company shall authorize the issuance to all holders of its
     Common Stock of rights, warrants, options or convertible securities to
     subscribe for or purchase shares of its Common Stock or of any other
     subscription rights, warrants, options or convertible securities; or

             (ii) the Company shall authorize the distribution to all holders of
     its Common Stock of evidences of its indebtedness or assets (other than
     dividends paid in or distributions of the Company's Capital Stock for which
     the Exercise Price shall have been adjusted pursuant to SUBSECTION (6)(a)
     or cash dividends or cash distributions payable out of consolidated current
     or retained earnings as shown on the books of the Company and paid in the
     ordinary course of business); or

                                       7
<PAGE>

             (iii) the Company shall authorize any capital reorganization or
     reclassification of the Common Stock (other than a subdivision or
     combination of the outstanding Common Stock and other than a change in par
     value of the Common Stock) or of any consolidation or merger to which the
     Company is a party and for which approval of any shareholders of the
     Company is required (other than a consolidation or merger in which the
     Company is the continuing corporation and that does not result in any
     reclassification or change of the Common Stock outstanding), or of the
     conveyance or transfer of the properties and assets of the Company as an
     entirety or substantially as an entirety; or

             (iv) the Company is the subject of a voluntary or involuntary
     dissolution, liquidation or winding-up procedure; or

             (v) the Company proposes to take any action (other than actions of
     the character described in SUBSECTIONS (6)(a), (6)(b), (6)(c), (6)(d) or
     (6)(e) that would require an adjustment of the Exercise Price pursuant to
     this SECTION 6; then the Company shall cause to be mailed by first-class
     mail to the Holder, at least ten (10) days prior to the applicable record
     or effective date hereinafter specified, a notice stating (x) the date as
     of which the holders of Common Stock of record to be entitled to receive
     any such rights, warrants or distributions are to be determined, or (y) the
     date on which any such consolidation, merger, conveyance, transfer,
     dissolution, liquidation or winding-up is expected to become effective, and
     the date as of which it is expected that holders of Common Stock of record
     shall be entitled to exchange their shares of Common Stock for securities
     or other property, if any, deliverable upon such reorganization,
     reclassification, consolidation, merger, conveyance, transfer, dissolution,
     liquidation or winding-up.

         SECTION 7. OFFICERS' CERTIFICATE. Whenever the Exercise Price shall be
adjusted as required by the provisions of SECTION 6, the Company shall forthwith
file in the custody of its secretary or an assistant secretary at its principal
office an officers' certificate showing the adjusted Exercise Price determined
as herein provided, setting forth in reasonable detail the facts requiring such
adjustment and the manner of computing such adjustment. Each such officers'
certificate shall be signed by the chairman, president or chief financial
officer of the Company and by the secretary or any assistant secretary of the
Company. A copy of each such officers' certificate shall be promptly mailed, by
certified mail, to the Holder and the original shall be made available at all
reasonable times for inspection by any other holder of a Warrant executed and
delivered pursuant to SECTION 4 hereof.

         SECTION 8. TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933;
REGISTRATION RIGHTS; CO-SALE AGREEMENT. No sale, transfer, assignment,
hypothecation or other disposition of this Warrant or of the Warrant Shares
shall be made if such transfer, assignment or other disposition would result in
a violation of the Act, or any state securities laws. Upon exercise of this
Warrant, the Holder shall, if requested by the Company, confirm in writing, in a
form reasonably satisfactory to the Company, that the shares of Common Stock so
purchased are being acquired solely for the Holder's own account, and not as a
nominee thereof, for investment, and not with a view toward distribution or
resale, except as permitted by the Act, and shall provide such other information
to the Company as the Company may reasonably request. Any Warrant and any
Warrants issued upon exercise of, substitution for, or upon assignment or
transfer of this Warrant, as the case may be, and all shares of Common Stock
issued upon exercise hereof or conversion thereof shall bear legends (in
addition to any legend required by state securities laws) in substantially the
form set forth on the first page of this Warrant, unless and until such
securities have been transferred pursuant to an effective registration statement
under the Act or may be freely sold to the public pursuant to Rule 144 (or any
successor rule thereto) or otherwise.

                                       8
<PAGE>

         SECTION 9. REGISTRATION RIGHTS. The Holder and any transferee of the
Warrant or the Warrant Shares issuable hereunder shall have the right to require
the Company to register the Warrant Shares with the Securities and Exchange
Commission for resale as provided in the Investor Rights Agreement.

         SECTION 10. MODIFICATION AND WAIVER. Neither this Warrant nor any term
hereof may be changed, waived, discharged or terminated other than by an
instrument in writing signed by the Company and by the holder hereof.

         SECTION 11. NOTICES. Any notice, request or other document required or
permitted to be given or delivered to the Holder or the Company shall be
delivered or shall be sent by certified mail or documented overnight delivery
service, postage prepaid, or by telecopy, receipt acknowledged, to the Holder at
its address as shown on the books of the Company or to the Company at the
address indicated therefor in SECTION 1 of this Warrant.

         SECTION 12. DESCRIPTIVE HEADINGS AND GOVERNING LAW. The descriptive
headings of the several sections and paragraphs of this Warrant are inserted for
convenience only and do not constitute a part of this Warrant. This Warrant
shall be construed and enforced in accordance with, and the rights of the
parties shall be governed by, the laws of the Commonwealth of Pennsylvania.

         SECTION 13. NO IMPAIRMENT. The Company will not knowingly avoid or seek
to avoid the observance or performance of any of the terms to be observed or
performed hereunder by it, but will at all times in good faith assist in the
carrying out of all of the provisions of this Warrant.

         IN WITNESS WHEREOF, the Company has duly caused this Warrant to be
signed by its duly authorized officer and to be dated as of _________ __, 2001

                                BREAKAWAY SOLUTIONS, INC.

                                By:
                                   --------------------------------------------

                                Name:
                                     ------------------------------------------

                                Title:
                                      -----------------------------------------

                                       9
<PAGE>

                                  PURCHASE FORM

                                                Dated__________________________

         The undersigned hereby irrevocably elects to exercise the within
Warrant to purchase _____________ shares of Common Stock and hereby makes
payment of $____________________ in payment of the exercise price thereof.

                                                [PRINT OR TYPE NAME OF ENTITY]

                                                By:
                                                   ----------------------------

                                                Name:
                                                     --------------------------

                                                Title:
                                                      -------------------------

<PAGE>

                                 ASSIGNMENT FORM

                                                 Dated ________________________

         FOR VALUE RECEIVED, _________________________________ hereby sells,
assigns and
                       (please type or print in block letters)

transfers unto ___________________________________________ (the "Assignee"), of
                (please type or print in block letters)

_______________________________________________________________________________
(Address)

its right to purchase up to _________ shares of Common Stock represented by this
Warrant and does hereby irrevocably constitute and appoint ____________________
Attorney, to transfer the same on the books of the Company, with full power of
substitution in the premises.

                                                 [PRINT OR TYPE NAME OF ENTITY]

                                                 By:
                                                    ---------------------------

                                                 Name:
                                                      -------------------------

                                                 Title:
                                                       ------------------------

<PAGE>

                                  EXHIBIT C

                             SCHEDULE OF PURCHASERS

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------
                             NUMBER OF        PURCHASE PRICE         NUMBER OF          PURCHASE PRICE
PURCHASER                    SHARES           FOR SHARES             WARRANTS           FOR WARRANTS
-----------------------------------------------------------------------------------------------------------------
<S>                          <C>              <C>                    <C>                <C>
SCP PRIVATE EQUITY           214,286          $15,000,020            28,571,429         $285.71
PARTNERS II, L.P.
Building 300
435 Devon Park Drive
Wayne, PA 19087-1993
Attn: Wayne Weisman
Telephone: 610 254-4124
Facsimile: 610 975-9546
-----------------------------------------------------------------------------------------------------------------
ICG HOLDINGS, INC.           142,858          $10,000,060            14,285,720         $142.86
Pencador Corporate Center
100 Lake Drive, Suite 4
Newark, DE 19742
Attn: Henry Nassau
Telephone: 302 292-3971
Facsimile: 302 292-3972
-----------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>

                                    EXHIBIT D



                            BREAKAWAY SOLUTIONS, INC.


                            INVESTOR RIGHTS AGREEMENT

<PAGE>

                            INVESTOR RIGHTS AGREEMENT

         THIS INVESTOR RIGHTS AGREEMENT (the "Agreement") is made as of the
_____ day of March, 2001, by and between BREAKAWAY SOLUTIONS, INC., a Delaware
corporation (the "Company"), SCP PRIVATE EQUITY PARTNERS II, L.P., a Delaware
limited partnership ("SCP"), and ICG HOLDINGS, INC., a Delaware corporation
("ICG"). (the "Investor"). (SCP and ICG are sometimes individually referred to
as an "Investor" and collectively as the "Investors.")

                                    RECITALS

         WHEREAS, the Company and the Investors are parties to that certain
Series A Preferred Stock Purchase Agreement, dated as of February 16, 2001 (the
"Series A Agreement"), pursuant to which the Company has agreed to sell to the
Investors, and the Investors have agreed to purchase from the Company, (a) an
aggregate of 357,143 shares (the "Initial Preferred Stock") of the Company's
Series A Preferred Stock, $0.0001 par value ("Series A Preferred Stock"),
initially convertible into 35,714,300 shares of its Common Stock, $0.000125 par
value ("Common Stock"), at an aggregate purchase price of $25,000,010 ($70.00
per share of Series A Preferred Stock), and (b) warrants (the "Warrants") to
purchase up to 42,857,149 shares of Common Stock at an exercise price of $0.70
per share;

         WHEREAS, pursuant to the Series A Agreement, SCP proposes to commit to
purchase an additional 71,429 shares of Series A Preferred Stock (the "Option
Preferred Stock") at the aggregate purchase price of $5,000,030 ($70.00 per
share of Series A Preferred Stock) on the terms and conditions hereinafter set
forth; and

         WHEREAS, in order to induce the Investors to enter into the Series A
Agreement, the Company has agreed to grant to the Investors certain rights to
register, under the Securities Act of 1933, as amended, the offer and sale of
the Common Stock which the Investors might acquire upon conversion of the Series
A Preferred Stock (the "Conversion Stock") or exercise of the Warrants ("Warrant
Stock"); and

         WHEREAS, Investors' and the Company's respective obligations under the
Series A Agreement are conditioned upon the execution and delivery of this
Agreement.

         NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual promises hereinafter set forth, the parties hereto, intending to be
legally bound hereby, agree as follows:

                                   ARTICLE I
                               REGISTRATION RIGHTS

         The Company covenants and agrees as follows:

                                       1
<PAGE>

         1.1. Definitions.

         For purposes of the Agreement:

              (a) The term "Act" means the Securities Act of 1933, as amended.

              (b) The term "Holder" means any person owning Registrable
Securities or securities convertible into or exercisable for Registrable
Securities or any assignee thereof pursuant to Section 1.6 herein.

              (c) The term "1934 Act" shall mean the Securities Exchange Act of
1934, as amended.

              (d) The term "register," "registered," and "registration" refer to
a registration effected by preparing and filing a registration statement or
similar document in compliance with the Act, and the declaration or ordering of
effectiveness of such registration statement or document.

              (e) The term "Registrable Securities" means (i) the Conversion
Stock, (ii) the Warrant Stock, and (iii) any Common Stock of the Company issued
as (or issuable upon the conversion or exercise of any warrant, right or other
security which is issued as) a dividend or other distribution with respect to,
or in exchange for or in replacement of the shares referenced in (i) above,
excluding in all cases, however, any Registrable Securities sold by a person in
a transaction in which his rights under this Article 1 are not assigned.

              (f) The number of shares of "Registrable Securities then
outstanding" shall be determined by the number of shares of Common Stock
outstanding which are, and the number of shares of Common Stock issuable
pursuant to then exercisable or convertible securities which are, Registrable
Securities.

              (g) The term "SEC" shall mean the Securities and Exchange
Commission.

              (h) The term "Shelf Registration Period" shall have the meaning
set forth in Section 1.2 hereof.

              (i) The term "Shelf Registration Statement" shall mean a "shelf"
registration statement of the Company pursuant to the provisions of Section 1.2
hereof which covers any of the Registrable Securities on Form S-3 or on another
appropriate form for an offering to be made on a delayed or continuous basis
pursuant to Rule 415 under the Act, or any similar rule that may be adopted by
the SEC, and all amendments and supplements to such registration statement,
including post-effective amendments, in each case, including the prospectus
contained therein, all exhibits thereto and all documents incorporated or deemed
to be incorporated by reference therein.

                                       2
<PAGE>

         1.2. OBLIGATIONS OF THE COMPANY. The Company shall:

              (a) prepare and file with the SEC, within 30 days after the
Closing Date (as defined in the Series A Agreement), a Shelf Registration
Statement to enable the resale of the Registrable Securities by each Holder from
time to time in accordance with the methods of distribution elected by such
Holder of the Registrable Securities and set forth in such Shelf Registration
Statement and shall use its best efforts to cause such Shelf Registration
Statement to be declared effective under the Act prior to 60 days following the
filing of such Shelf Registration Statement with the SEC;

              (b) prepare and file with the SEC, within 30 days after receipt of
a written request from a Holder of Registrable Securities, a Shelf Registration
Statement to enable the resale by the Holder of any Registrable Securities which
were not included in the Shelf Registration Statement filed pursuant to
paragraph (a), from time to time in accordance with the methods of distribution
elected by any Holder of the Registrable Securities and set forth in such Shelf
Registration Statement and shall use its best efforts to cause such Shelf
Registration Statement to be declared effective under the Act prior to 30 days
following the filing of such Shelf Registration Statement with the SEC;

              (c) prepare and file with the SEC such amendments and supplements
to any Shelf Registration Statement as may be necessary to comply with the
provisions of the Act, the 1934 Act or the SEC;

              (d) keep each Shelf Registration Statement continuously effective
under the Act in order to permit the prospectus related thereof to be usable by
the Holders until, as to a particular Shelf Registration Statement, the earlier
of (i) the date as of which all Registrable Securities covered by such Shelf
Registration Statement may be transferred pursuant to Rule 144(k) of the Act (or
any similar provision then in force), or (ii) such date as of which all
Registrable Securities have been sold pursuant to the Shelf Registration
Statement (in any such case, such period being called a "Shelf Registration
Period");

              (e) prepare and file with the SEC such amendments and
post-effective amendments to any Shelf Registration Statement as may be
necessary to keep any such Shelf Registration Statement continuously effective
for the applicable Shelf Registration Period;

              (f) cause the prospectus related to any Shelf Registration
Statement to be supplemented by any required supplement, and as so supplemented
to be filed pursuant to Rule 424 (or any similar provisions then in force) under
the Act;

              (g) comply in all material respects with the provisions of the Act
with respect to the disposition of securities covered by each Shelf Registration
Statement during the applicable period in accordance with the intended methods
of disposition by each Holder set forth in the relevant Shelf Registration
Statement as so amended or as such prospectus is so supplemented;

              (h) furnish to each Holder such numbers of copies of the
prospectuses, including preliminary prospectuses, in conformity with the
requirements of the Act, and such

                                       3
<PAGE>

other documents as such Holder may reasonably request in order to facilitate the
disposition of the Registrable Securities owned by such Holder;

              (i) use its best efforts to register and qualify the securities
covered by each Shelf Registration Statement under such other securities or Blue
Sky laws of such jurisdictions as shall be reasonably requested by a Holder;
provided that the Company shall not be required in connection therewith or as a
condition thereto to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions, unless the Company is
already subject to service in such jurisdiction and except as may be required by
the Act;

              (j) in the event of any underwritten public offering, enter into
and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter of such offering;

              (k) advise each Holder, promptly after it shall receive notice or
obtain knowledge of the issuance of any stop order by the SEC delaying or
suspending the effectiveness of any Shelf Registration Statement or of the
initiation or threat of any proceeding for that purpose; and it will promptly
use its reasonable efforts to prevent the issuance of any stop order or to
obtain its withdrawal at the earliest possible moment if such stop order should
be issued;

              (l) notify each Holder of the happening of any event as a result
of which a prospectus included in any Shelf Registration Statement, as then in
effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statement
therein not misleading in the light of the circumstances then existing and,
following such notification, promptly deliver to each Holder copies of all
amendments or supplements referred to in paragraphs (c), (e) and (f) of this
Section 1.2;

              (m) cause all Registrable Securities registered pursuant to
Article 1 hereunder to be listed on the Automated Quotation System of the
National Association of Securities Dealers and on any securities exchange on
which similar securities issued by the Company are then listed;

              (n) provide a transfer agent and registrar for all Registrable
Securities registered pursuant to Article 1 hereunder and a CUSIP number for all
such Registrable Securities, in each case not later than the effective date of
such registration; and

              (o) furnish, at the request of any Holder, on the date that any
Registrable Securities are delivered to the underwriters for sale in connection
with a registration pursuant to this Article 1, if such securities are being
sold through underwriters, or, if such securities are not being sold through
underwriters, on the date that the Shelf Registration Statement with respect to
such securities becomes effective, (i) an opinion, dated such date, of the
counsel representing the Company for the purposes of such registration, in form
and substance as is customarily given to underwriters in an underwritten public
offering, addressed to the underwriters, if any, and to the Holders and (ii) a
letter dated such date, from the independent certified public accountants of the
Company, in form and substance as is customarily given by independent certified
public accountants to underwriters in an underwritten public offering, addressed
to the underwriters, if any, and to the Holders.

                                       4
<PAGE>

         1.3. EXPENSES OF REGISTRATION. All expenses, including (without
limitation) all registration, filing and qualification fees, printers' and
accounting fees, fees and disbursements of counsel for the Company, and fees and
disbursements for counsel for the Investors shall be borne by the Company, but
excluding underwriting discounts and selling commissions.

         1.4. INDEMNIFICATION.

              (a) To the extent permitted by law, the Company will indemnify and
hold harmless each Holder, each of its partners, officers and directors, and any
underwriter (as defined in the Act) for a Holder and each person, if any, who
controls a Holder or underwriter within the meaning of the Act or the 1934 Act,
against any losses, claims, damages, or liabilities (joint or several) to which
they may become subject under the Act, or the 1934 Act or other federal or state
law, insofar as such losses, claims, damages, or liabilities (or actions in
respect thereof) arise out of or are based upon any of the following statements,
omissions or violations (collectively a "Violation"): (i) any untrue statement
or alleged untrue statement of a material fact contained in any Shelf
Registration Statement, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto, (ii) the omission or
alleged omission to state therein a material fact required to be stated therein,
or necessary to make the statements therein not misleading, or (iii) any
violation or alleged violation by the Company of the Act, the 1934 Act or any
state securities law or any rule or regulation promulgated under the Act, or the
1934 Act or any state securities law; and the Company will pay to such Holder,
partner, officer, director, underwriter or controlling person, as incurred, any
legal or other expenses reasonably incurred by them in connection with
investigating or defendant any such loss, claim, damage, liability, or action;
provided, however, that the indemnity agreement contained in this subsection
1.4(a) shall not apply to amounts paid in settlement of any such loss, claim,
damage, liability, or action if such settlement is effected without the consent
of the Company (which consent shall not be unreasonably withheld), nor shall the
Company be liable in any such case for any such loss, claim, damage, liability,
or action to the extent that it arises out of or is based upon a Violation which
occurs in reliance upon and in conformity with written information furnished
expressly for use in connection with such registration by such Holder, partner,
officer, director, underwriter or controlling person.

              (b) To the extent permitted by law, each Holder will indemnify and
hold harmless the Company, each of its directors, each of its officers who has
signed a Shelf Registration Statement, each person, if any, who controls the
Company within the meaning of the Act, any underwriter, and any controlling
person of any such underwriter, each other Holder, each of its partners,
officers and directors and any controlling person of any such Holder, against
any losses, claims, damages, or liabilities (joint or several) to which any of
the foregoing persons may become subject, under the Act, or the 1934 Act or
other federal or state law, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereto) arise out of or are based upon any
Violation, in each case to the extent (and only to the extent) that such
Violation occurs in reliance upon and in conformity with written information
furnished by such Holder expressly for use in connection with such Shelf
Registration Statement; and the Holder will pay, as incurred, any legal or other
expenses reasonably incurred by any person intended to be indemnified pursuant
to this subsection 1.4(b), in connection with investigating or defending any
such loss, claim, damage,

                                       5
<PAGE>

liability, or action; provided, however, that the indemnity agreement contained
in this subsection 1.4(b) shall not apply to amounts paid in settlement of any
such loss, claim, damage, liability or action if such settlement is effected
without the consent of the Holder, which consent shall not be unreasonably
withheld; provided, that, in no event shall any indemnity under this subsection
1.4(b) exceed the gross proceeds from the offering related to such Shelf
Registration Statement received by the Holder.

              (c) Promptly after receipt by an indemnified party under this
Section 1.4 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this Section 1.4, deliver to
the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party
(together with all other indemnified parties which may be represented without
conflict by one counsel) shall have the right to retain one separate counsel,
with the fees and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential differing
interests between such indemnified party and any other party represented by such
counsel in such proceeding. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action, if prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this Section
1.4 but the omission so to deliver written notice to the indemnifying party will
not relieve it of any liability that it may have to any indemnified party
otherwise than under this Section 1.4.

              (d) If the indemnification provided for in this Section 1.4 is
held by a court of competent jurisdiction to be unavailable to an indemnified
party with respect to any loss, liability, claim, damage, or expense referred to
therein, then the indemnifying party, in lieu of indemnifying such indemnified
party hereunder, shall contribute to the amount paid or payable by such
indemnified party as a result of such loss, liability, claim, damage, or expense
in such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and of the indemnified party on the other in
connection with the statements or omissions that resulted in such loss,
liability, claim, damage, or expense as well as any other relevant equitable
considerations. The relative fault of the indemnifying party and of the
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge, access to information, and opportunity to correct or prevent such
statement or omission.

              (e) The obligations of the Company and Holders under this
Section 1.4 shall survive the completion of any offering of Registrable
Securities relating to the Shelf Registration Statement covering such
securities, and otherwise.

         1.5. REPORTS UNDER THE SECURITIES EXCHANGE ACT OF 1934. The Company
shall cause its Common Stock to continue to be registered under Sections 12(b)
or 12(g) of the 1934 Act, shall comply in all respects with its reporting and
filing obligations under the 1934 Act, and shall not take any action or file any
document (whether or not permitted by the 1934 Act or the rules thereunder) to
terminate or suspend such registration or to terminate or suspend its reporting

                                       6
<PAGE>

and filing obligations under the 1934 Act. The Company shall use its best
efforts to continue the listing of its Common Stock on the Automated Quotation
System of the National Association of Securities Dealers, and shall comply in
all material respects with its reporting, filing and other obligations under the
bylaws or rules of such exchange or association.

         1.6. ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause the Company
to register Registrable Securities pursuant to this Article 1 may be assigned
(but only with all related obligations) by a Holder to one or more transferees
of the Registrable Securities; provided: (i) the Company is, within a reasonable
time after such transfer, furnished with written notice of the name and address
of such transferee or assignee and the securities with respect to which such
registration rights are being assigned; (ii) such transferee or assignee agrees
in writing to be bound by and subject to the terms and conditions of this
Agreement; and (iii) such assignment shall be effective only if immediately
following such transfer the further disposition of such securities by the
transferee or assignee is restricted under the Act.

         1.7. LIMITATIONS ON SUBSEQUENT REGISTRATION RIGHTS. From and after the
date of this Agreement, the Company shall not, without the prior written consent
of the Holders representing in the aggregate at least 50% of the then
outstanding Registrable Securities, enter into any agreement with any holder or
prospective holder of any securities of the Company which would allow such
holder or prospective holder to interfere with or otherwise limit a Holder's
registration rights under this Agreement.

         1.8. INVESTOR INFORMATION. Each Holder who includes Registrable
Securities in any registration pursuant to this Article I shall promptly furnish
to the Company such information regarding such Holder and the distribution
proposed by such Holder as the Company may reasonably request and as shall be
required in connection with any registration, qualification or compliance
referred to in this Agreement.

                                   ARTICLE II
                            COVENANTS OF THE COMPANY.

         2.1. INFORMATION AVAILABLE. So long as any Shelf Registration Statement
is in effect, the Company shall deliver to the Investors:

              (a) (i) as soon as practicable, but in any event within 45 days
after the end of each fiscal year of the Company, one copy of (A) its Annual
Report to Stockholders (which Annual Report shall contain financial statements
audited in accordance with generally accepted accounting principles by a
national firm of certified public accountants) and (B) its Annual Report on Form
10-K; and (ii) as soon as practicable, but in any event within 45 days after the
end of each fiscal quarter of the Company, one copy of its Quarterly Reports on
Form 10-Q (the foregoing, in each case, excluding exhibits);

              (b) upon the request of any Investor, all exhibits excluded by the
parenthetical to paragraph (a) of this Section 2.1 as filed with the SEC and all
other information that is made available to stockholders;

                                       7
<PAGE>

              (c) upon the request of any Investor, an adequate number of copies
of the prospectus related to any Shelf Registration Statement to supply to any
other party requiring such prospectus; and the Company, upon the reasonable
request of an Investor, will meet with the Investor or a representative thereof
at the Company's headquarters to discuss all information relevant for disclosure
in any Shelf Registration Statement and will otherwise cooperate with the
Investor in conducting an investigation for the purpose of reducing or
eliminating such Investor's exposure to liability under the Act, including the
reasonable production of information at the Company's headquarters; provided,
that the Company shall not be required to disclose any confidential information
to or meet at its headquarters with any Investor until and unless the Investor
shall have entered into a confidentiality agreement in form and substance
reasonably satisfactory to the Company with the Company with respect thereto;
and

              (d) such other information relating to the financial condition,
business, prospects or corporate affairs of the Company as an Investor may from
time to time request, provided, however, that the Company shall not be obligated
under this subsection (d) to provide information which it deems in good faith to
be a trade secret or similar confidential information until and unless the
Investor shall have entered into a confidentiality agreement in form and
substance reasonably satisfactory to the Company with the Company with respect
thereto.

         2.2. INSPECTION. So long as any Shelf Registration Statement is
effective, the Company shall permit each Investor, at such Investor's expense,
to visit and inspect the Company's properties, to examine its books of account
and records and to discuss the Company's affairs, finances and accounts with its
officers, all at such reasonable times as may be requested by the Investor;
provided, however, that the Company shall not be obligated pursuant to this
Section 2.2 to provide access to any information which it reasonably considers
to be a trade secret or similar confidential information until and unless the
Investor shall have entered into a confidentiality agreement in form and
substance reasonably satisfactory to the Company with the Company with respect
thereto.

                                  ARTICLE III
                               BOARD OF DIRECTORS.

         3.1. ELECTION OF DIRECTORS. For so long as SCP shall hold at least
fifty percent of the shares of the Series A Preferred Stock originally issued to
SCP pursuant to the Series A Agreement, the board of directors shall consist of
7 members and the Company shall use its best efforts to (a) maintain a seven
member Board of Directors, (b) reserve two seats on the Board of Directors for
members selected by SCP (in separate classes), (c) reserve one seat on each
committee of the Board of Directors for one of the directors selected by SCP and
identified to the Company in writing, to the extent consistent with applicable
director independence requirements, and (d) reserve one seat on the Board of
Directors for a member selected by ICG and SCP (in a class different from the
classes containing the two directors selected by SCP pursuant to clause (b)) and
identified to the Company in writing.


                                       8
<PAGE>

                                   ARTICLE IV
                                COVENANTS BY ICG.

         4.1. LOCKUP AGREEMENT. So long as SCP holds at least 10% of its
aggregate ownership of the Series A Preferred Stock, any Warrants, any shares of
Conversion Stock, or any Warrant Stock (based, in the case of the Series A
Preferred Stock, on the number of shares of Common Stock into which the Series A
Preferred Stock shall be convertible), ICG shall not sell or otherwise dispose
of any shares of Common Stock either owned by it on the date of this Agreement
or which it is entitled to purchase pursuant to outstanding securities it owns
on the date of this Agreement, which ICG represents to be a total of ___________
shares ("ICG Common Stock"). In addition, ICG agrees that it shall not sell any
securities purchased pursuant to this Agreement (or obtained by the exercise or
conversion of any securities purchased pursuant to this Agreement) (the "ICG
Agreement Holdings"); provided that if SCP sells Common Stock after the date of
this Agreement, ICG shall be permitted to sell, at the time of such sale, up to
a number of shares that represents the same percentage of the ICG Agreement
Holdings as the percentage SCP's sale represents of the securities it purchased
pursuant to this Agreement (or obtained by the exercise or conversion of any
securities purchased pursuant to this Agreement). For purposes of this Section
4.1, if SCP shall sell shares of Series A Preferred Stock or Warrants, it shall
be deemed to have sold that number of shares of Common Stock into which the
shares of Series A Preferred Stock were convertible or the number of shares of
Common Stock issuable upon exercise of the Warrants, calculated on the date the
shares of Series A Preferred Stock or the Warrants, as the case may be, were
sold.

                                   ARTICLE V
                                 MISCELLANEOUS.

         5.1. SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, the
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties (including
transferees of any shares of Registrable Securities). Nothing in this Agreement,
express or implied, is intended to confer upon any party other than the parties
hereto or their respective successors and assigns any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as
expressly provided in this Agreement.

         5.2. GOVERNING LAW. This Agreement shall be governed by and construed
under the laws of the Commonwealth of Pennsylvania as applied to agreements
among Pennsylvania residents entered into and to be performed entirely within
Pennsylvania.

                                       9
<PAGE>

         5.3. RULE 144. The Company covenants that it will (a) file in a timely
manner all reports and other documents required to be filed by it under the Act
and the 1934 Act and the rules and regulations adopted by the SEC thereunder,
(b) make and keep public information available, as those terms are understood
and defined in Rule 144 under the Act, at all times, and (c) take such further
action as the Investors may reasonably request, all to the extent required from
time to time to enable the Investors to sell Registrable Securities without
registration under the Securities Act within the limitation of the exemptions
provided by (i) Rule 144 under the Securities Act, as such Rule may be amended
from time to time, or (ii) any similar rule or regulation hereafter adopted by
the SEC. Upon the request of an Investor, the Company will deliver to such
holder a written statement as to whether it has complied with such information
and requirements.

         5.4. LEGEND. Each stock certificate representing (a) the Registrable
Securities, or (b) any other securities issued in respect of the Registrable
Securities upon any stock split, stock dividend, recapitalization, merger,
consolidation, or similar event, shall (unless otherwise permitted by the
provisions of this Agreement) be stamped or otherwise imprinted with legends in
substantially the following form (in addition to any legend required under
applicable state securities laws):

                  THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
                  "ACT") AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED,
                  ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A
                  REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SHARES
                  OR UNLESS SOLD PURSUANT TO RULE 144 UNDER THE ACT OR UNLESS
                  THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO
                  THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT
                  REQUIRED.

         5.5. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         5.6. TITLES AND SUBTITLES. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.

         5.7. NOTICES. All notices and other communications required or
permitted hereunder shall be in writing and shall be mailed by registered or
certified mail, postage prepaid, sent by telefacsimile, or otherwise delivered
by hand or by a nationally-recognized overnight courier, addressed (a) if to an
Investor, at such Investor's address or telefacsimile number set forth on the
signature page hereto, or at such other address or telefacsimile number as such
Investor shall have furnished to the Company in writing, or (b) if to the
Company, one copy should be sent to its address or telefacsimile number set
forth on the signature page hereto and addressed

                                       10
<PAGE>

to the attention of the Corporate Secretary, or at such other address or
telefacsimile number as the Company shall have furnished to the Investors.

         Each such notice or other communication shall for all purposes of this
Agreement be treated as effective or having been given (i) in the case of
personal delivery or delivery by telefacsimile, on the date of such delivery,
(ii) in the case of a nationally-recognized overnight courier, on the next
business day after the date when sent and (iii) in the case of mailing, on the
third business day following that on which the piece of mail containing such
communication has been deposited in a regularly maintained receptacle for the
deposit of the United States mail, addressed and mailed as aforesaid.

         5.8. EXPENSES. If any action at law or in equity is necessary to
enforce or interpret the terms of this Agreement, the prevailing party shall be
entitled to reasonable attorneys' fees, costs and necessary disbursements in
addition to any other relief to which such party may be entitled.

         5.9. AMENDMENTS AND WAIVERS. Any term of this Agreement may be amended
and the observance of any term of this Agreement may be waived (either generally
or in a particular instance and either retroactively or prospectively), only
with the written consent of the Company and the Holders representing in the
aggregate at least 50% of the then-outstanding Registrable Securities. Any
amendment or waiver effected in accordance with this paragraph shall be binding
upon each holder of any Registrable Securities then outstanding, each future
holder of all such Registrable Securities, and the Company.

         5.10. SEVERABILITY. If one or more provisions of this Agreement are
held to be unenforceable under applicable law, such provision shall be excluded
from this Agreement and the balance of the Agreement shall be interpreted as if
such provision were so excluded and shall be enforceable in accordance with its
terms.

         5.11. AGGREGATION OF STOCK. All shares of Registrable Securities held
or acquired by affiliated entities or persons shall be aggregated together for
the purpose of determining the availability of any rights under this Agreement.

         5.12. ENTIRE AGREEMENT; AMENDMENT; WAIVER. This Agreement (including
the Exhibits hereto, if any) constitutes the full and entire understanding and
agreement between the parties with regard to the subjects hereof and thereof.

                                       11
<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Investor Rights
Agreement as of the date first above written.

                               COMPANY

                               BREAKAWAY SOLUTIONS, INC.

                               By:
                                  ---------------------------------------------
                                  Gordon Brooks
                                  President and Chief Executive Officer

                               Address: Breakaway Solutions, Inc.
                                        3 Clock Tower Place, 4th Floor
                                        Maynard, MA 01754
                                        Attn: Corporate Secretary
                                        Telephone: 617-275-3000
                                        Telefacsimile: 617-275-3434

                               INVESTORS:

                               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, its Manager

                               By:
                                  ---------------------------------------------
                                  Name:
                                  Title:
                               Address:   Building 300
                                          435 Devon Park Drive
                                          Wayne, PA 19087-1993
                                          Attn: Wayne Weisman
                                          Telephone: 610 254-4124
                                          Facsimile: 610 975-9546610

                               ICG HOLDINGS, INC.

                               By:
                                  ---------------------------------------------
                                  Name:
                                  Title:
                               Address: Pencador Corporate Center
                                        100 Lake Drive, Suite 4
                                        Newark, DE 19742
                                        Attn: Henry Nassau
                                        Telephone: 302 292-3971
                                        Facsimile: 302 292-3972


                                          12


<PAGE>

                                    EXHIBIT E

                            BREAKAWAY SOLUTIONS, INC.

                            INVESTOR VOTING AGREEMENT

         THIS INVESTOR VOTING AGREEMENT (the "Agreement") is made and entered
into as of February 16, 2001, by and among SCP PRIVATE EQUITY PARTNERS II, L.P.,
a Delaware limited partnership ("SCP") and ICG HOLDINGS, INC., a Delaware
corporation ("ICG") (SCP and ICG are collectively referred to as the "Investors"
and each individually is referred to as an "Investor").

         WHEREAS, SCP proposes to enter into a Series A Preferred Stock Purchase
Agreement (the "Series A Agreement") with ICG and Breakaway Solutions, Inc., a
Delaware corporation (the "Company"), pursuant to which the Investors would
agree to purchase certain securities of the Company from the Company (the
"Financing");

         WHEREAS, the Company is required to obtain prior stockholder approval
of the Financing and certain related matters (all as set forth in Section 5.9 of
the Series A Agreement and hereinafter referred to as the "Series A Proposals")
as a condition to the Financing;

         WHEREAS, in order to induce SCP to enter into the Series A Agreement
and to provide certain bridge financing to the Company, ICG is willing to agree
to vote all shares of Common Stock of the Company held by it in favor of the
Series A Proposals; and

         WHEREAS, in connection with the consummation of the Financing, the
Investors have agreed to provide for the future voting of their shares of the
Company's capital stock as set forth below:

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, agree as
follows:

1.       VOTING.

         1.1 INVESTOR SHARES. The Investors agree to hold all shares of voting
capital stock of the Company registered in their respective names or
beneficially owned by them as of the date hereof and any and all other
securities of the Company legally or beneficially acquired by each of the
Investors after the date hereof (collectively, the "Investor Shares") subject
to, and to vote the Investor Shares in accordance with, the provisions of this
Agreement.

         1.2 SERIES A PROPOSALS. ICG shall vote all Investor Shares held by it
in favor of the Series A Proposals.

<PAGE>

         1.3 ELECTION OF DIRECTORS. On all matters relating to the election of
directors of the Company, the Investors shall vote all Investor Shares held by
them so as to elect members of the Board of Directors of the Company as follows:

         At each election of directors of the Company, the Investors shall vote
all of their respective Investor Shares so as to elect:

            (a) two (2) representatives designated by SCP (in separate
classes), so long as SCP holds at least fifty percent (50%) of the Series A
Preferred Stock originally issued to it pursuant to the Series A Agreement
(as adjusted for stock splits, dividends and the like); and

            (b) one (1) representative designated by SCP and ICG who shall be
mutually acceptable to SCP and ICG (in a class different from the classes
containing the two (2) directors selected by SCP pursuant to clause (a)), so
long as SCP and ICG collectively own at least fifty percent (50%) of the
Series A Preferred Stock originally issued to them pursuant to the Series A
Agreement (as adjusted for stock splits, dividends and the like).

         Any vote taken to remove any director elected pursuant to this Section
1.2, or to fill any vacancy created by the removal, resignation or death of a
director elected pursuant to this Section 1.2, shall also be subject to the
provisions of this Section 1.2.

2.       MISCELLANEOUS.

         2.1 REPRESENTATIONS AND WARRANTIES.

             (a) ICG represents and warrants that it now owns its Investor
Shares, free and clear of liens and encumbrances and has not executed or
delivered any proxy or entered into any other voting agreement or similar
arrangement with respect to the Company's capital stock other than one which has
expired or terminated prior to the date hereof; and

             (b) each of the parties represents and warrants that such party has
full power and capacity to execute, deliver and perform this Agreement, which
has been duly executed and delivered by, and evidences the valid and binding
obligation of, such party, enforceable in accordance with its terms, subject to
laws of general application relating to bankruptcy, insolvency and the relief of
debtors.

         2.2 NO REVOCATION. The voting agreements contained herein are coupled
with an interest and may not be revoked during the term of this Agreement.

         2.3 FURTHER ACTION. If and when the Investor Shares are sold, the
parties or the personal representative of such party shall do all things and
execute and deliver all documents and make all transfers, and cause any
transferee to do all things and execute and deliver all documents, as may be
necessary to consummate such sale consistent with this Agreement.

         2.4 SPECIFIC PERFORMANCE. The parties hereto acknowledge that it is
extremely difficult and may be impossible to measure in money the damages which
will accrue to a party hereto

                                       2
<PAGE>

by reason of a failure of any other party to perform any of the obligations
under this Agreement, and agree that the terms of this Agreement shall be
specifically enforceable. If any party hereto or his heirs, personal
representatives, or assigns institutes any action or proceeding to specifically
enforce the provisions hereof, any person against whom such action or proceeding
is brought hereby waives the claim of defense therein that such party or such
personal representative has an adequate remedy at law, and such person shall not
offer in any such action or proceeding the claim or defense that such remedy at
law exist.

         2.5 ADDITIONAL SHARES. In the event that subsequent to the date of this
Agreement any shares or securities are issued on, or in exchange for, any of the
Investor Shares by reason of any stock dividend, stock split, combination of
shares, reclassification or the like, such shares or securities shall be deemed
to be Investor Shares for purposes of this Agreement.

         2.6 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
of the parties with respect to the subject matter described herein, and
supersedes all other prior or contemporaneous agreements, whether oral or
written, between the parties with respect to this subject matter.

         2.7 GOVERNING LAW. This Agreement shall be governed in all respects by
the laws of the Commonwealth of Pennsylvania as such laws are applied to
agreements between Pennsylvania residents entered into and performed entirely in
Pennsylvania.

         2.8 AMENDMENTS AND WAIVERS. This Agreement may be amended only by an
instrument in writing signed by the Investors. Notwithstanding the foregoing,
with respect to the rights of a party to designate a director, as provided in
Section 1.2 of this Agreement, such party's written consent to any amendment of
such rights shall be required. No waivers of any breach of this Agreement
extended by any party hereto to any other party shall be construed as a waiver
of any rights or remedies of any other party hereto or with respect to any
subsequent breach.

         2.9 SUBSEQUENT SALE OF SERIES A PREFERRED STOCK. In the event that
subsequent to the date of this Agreement, the Company sells additional shares of
Series A Preferred Stock to a purchaser that is not a party to this Agreement,
such purchaser shall become a party to this Agreement and shall have all of the
rights and obligations of an "Investor" hereunder.

         2.10 SUCCESSORS IN INTEREST. The provisions of this Agreement shall be
binding upon and inure to the benefit of the successors in interest of the
Investors. All such successors in interest shall be obligated to enter into this
Agreement as a condition of transfer of shares of stock to such persons being
effected by the Company. Notwithstanding the foregoing, with the prior written
consent of SCP, the provisions of this Agreement shall not be binding on
successors in interest of ICG.

                                       3
<PAGE>

         2.11 LEGEND.

         Concurrently with the execution of this Agreement, there shall be
imprinted or otherwise placed on the certificates representing the Investor
Shares the following restrictive legend (the "Legend"):

         "THE SALE OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
         IS SUBJECT TO CERTAIN RESTRICTIONS CONTAINED IN THE INVESTOR VOTING
         AGREEMENT DATED FEBRUARY __, 2001. COPIES OF SUCH AGREEMENT MAY BE
         OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION."

         ICG agrees that it will not request removal of the Legend (upon
registration of transfer, reissuance or otherwise) from any such certificate,
and will facilitate placement of the Legend on any new certificate issued to
represent shares theretofore represented by a certificate carrying the Legend.

         2.12 ATTORNEY'S FEES. In the event that any suit or action is
instituted to enforce any provision in this Agreement, the prevailing party in
such dispute shall be entitled to recover from the losing party all fees, costs
and expenses of enforcing any right of such prevailing party under or in respect
of this Agreement, including without limitation, such reasonable fees and
expenses of attorneys and accountants, which shall include, without limitation,
all fees, costs and expenses of appeals.

         2.13 NOTICES. All notices and other communications required or
permitted hereunder shall be in writing and shall be mailed by registered or
certified mail, postage prepaid, sent by telefacsimile, or otherwise delivered
by hand or by a nationally-recognized overnight courier, addressed to the
Investors, at the address or telefacsimile as set forth on the signature page
hereof, or at such other address or telefacsimile number as the Investors shall
have furnished to the Company in writing.

         Each such notice or other communication shall for all purposes of this
Agreement be treated as effective or having been given (a) in the case of
personal delivery or delivery by telefacsimile, on the date of such delivery,
(b) in the case of a nationally-recognized overnight courier, on the next
business day after the date when sent and (c) in the case of mailing, on the
third business day following that on which the piece of mail containing such
communication has been deposited in a regularly maintained receptacle for the
deposit of the United States mail, addressed and mailed as aforesaid.

         2.14 SEVERABILITY. If any provision of this Agreement is held to be
invalid or unenforceable, the validity and enforceability of the remaining
provisions of this Agreement shall not be affected thereby.

                                       4
<PAGE>

         2.15 COUNTERPARTS. This Agreement may be executed in one (1) or more
counterparts, each of which will be deemed an original but all of which together
shall constitute one and the same agreement.

              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

                                       5
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Investor
Voting Agreement as of the date first above written.

                               INVESTORS:

                               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, its Manager

                               By:
                                  ---------------------------------------------
                                  Name:
                                  Title:
                                  Address: Building 300
                                           435 Devon Park Drive
                                           Wayne, PA 19087-1993
                                           Attn: Wayne Weisman
                                           Telephone: 610 254-4124
                                           Telefacsimile: 610 975-9546

                                        ICG HOLDINGS, INC.

                               By:
                                  ---------------------------------------------
                                  Name:
                                  Title:
                                  Address: Pencador Corporate Center
                                           100 Lake Drive, Suite 4
                                           Newark, DE 19742
                                           Attn: Henry Nassau
                                           Telephone:
                                           Telefacsimile:


                                       6


<PAGE>

                                    EXHIBIT F

                            BREAKAWAY SOLUTIONS, INC.

                     EXECUTIVE AND DIRECTOR VOTING AGREEMENT

         THIS EXECUTIVE AND DIRECTOR VOTING AGREEMENT (the "Agreement") is made
and entered into as of February __, 2001, by and among those certain executives
and directors of Breakaway Solutions, Inc., a Delaware corporation (the
"Company"), who hold shares of the Company's common stock listed on Exhibit A
hereto (the "Holders") in favor of and for the benefit of SCP Private Equity
Partners II, L.P., a Delaware limited partnership ("SCP").

         WHEREAS, SCP and ICG Holdings, Inc., a Delaware corporation ("ICG")
propose to enter into a Series A Preferred Stock Purchase Agreement (the "Series
A Agreement") with the Company, pursuant to which SCP and ICG (the "Investors")
would agree to purchase certain securities of the Company from the Company (the
"Financing");

         WHEREAS, the Company is required to obtain prior stockholder approval
of the Financing and certain related matters (all as set forth in Section 5.9 of
the Series A Agreement and hereinafter referred to as the "Series A Proposals")
as a condition to the Financing;

         WHEREAS, in order to induce SCP to enter into the Series A Agreement
and to provide certain bridge financing to the Company, the Holders are willing
to agree to vote all shares of Common Stock of the Company held by them in favor
of the Series A Proposals; and

         WHEREAS, in connection with the consummation of the Financing, the
Holders have agreed to provide for the future voting of their shares of the
Company's capital stock as set forth below;

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, agree as
follows:

1.       VOTING.

         1.1 HOLDER SHARES. The Holders agree to hold all shares of voting
capital stock of the Company registered in their respective names or
beneficially owned by them as of the date hereof and any and all other
securities of the Company legally or beneficially acquired by each of the
Holders after the date hereof (collectively, the "Holder Shares") subject to,
and to vote the Holder Shares in accordance with, the provisions of this
Agreement.

         1.2 SERIES A PROPOSALS. The Holders shall vote all Holder Shares held
by them in favor of the Series A Proposals.

<PAGE>

         1.3 ELECTION OF DIRECTORS. On all matters relating to the election of
directors of the Company, the Holders shall vote all Holder Shares held by them
so as to elect members of the Board of Directors of the Company as follows:

         At each election of directors of the Company, the Holders shall vote
all of their respective Holder Shares so as to elect:

             (a) two (2) representatives designated by SCP (in separate
classes), so long as SCP holds at least fifty percent (50%) of the Series A
Preferred Stock originally issued to it pursuant to the Series A Agreement (as
adjusted for stock splits, dividends and the like); and

             (b) one (1) representative designated by SCP and ICG, who shall be
mutually acceptable to SCP and ICG (in a class different from the classes
containing the two (2) directors selected by SCP pursuant to clause (a)), so
long as SCP and ICG collectively own at least fifty percent (50%) of the Series
A Preferred Stock originally issued to them pursuant to the Series A Agreement
(as adjusted for stock splits, dividends and the like).

         Any vote taken to remove any director elected pursuant to this Section
1.2, or to fill any vacancy created by the removal, resignation or death of a
director elected pursuant to this Section 1.2, shall also be subject to the
provisions of this Section 1.2.

2.       MISCELLANEOUS.

         2.1 REPRESENTATIONS AND WARRANTIES. Each of the Holders represent and
warrant that:

             (a) such Holder now owns his or her Holder Shares, free and clear
of liens and encumbrances and has not executed or delivered any proxy or entered
into any other voting agreement or similar arrangement with respect to the
Company's capital stock other than one which has expired or terminated prior to
the date hereof; and

             (b) such Holder has full power and capacity to execute, deliver and
perform this Agreement, which has been duly executed and delivered by, and
evidences the valid and binding obligation of, such party, enforceable in
accordance with its terms, subject to laws of general application relating to
bankruptcy, insolvency and the relief of debtors.

         2.2 NO REVOCATION. The voting agreements contained herein are coupled
with an interest and may not be revoked during the term of this Agreement.

         2.3 ADDITIONAL SHARES. In the event that subsequent to the date of this
Agreement any shares or securities are issued on, or in exchange for, any of the
Holder Shares by reason of any stock dividend, stock split, combination of
shares, reclassification or the like, such shares or securities shall be deemed
to be Holder Shares for purposes of this Agreement.

         2.4 SUCCESSORS IN INTEREST. The provisions of this Agreement shall not
be binding upon the successors in interest of the Holders, so long as the
transfer to any such successor in

                                      -2-
<PAGE>

interest is not in violation of the restrictions on share transfers contained in
any other agreement to which the transferring Holder is a party.

         2.5 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
of the parties with respect to the subject matter described herein, and
supersedes all other prior or contemporaneous agreements, whether oral or
written, between the parties with respect to this subject matter.

         2.6 GOVERNING LAW. This Agreement shall be governed in all respects by
the laws of the Commonwealth of Pennsylvania as such laws are applied to
agreements between Pennsylvania residents entered into and performed entirely in
Pennsylvania.

         2.7 AMENDMENTS AND WAIVERS. This Agreement may be amended only by an
instrument in writing signed by (i) SCP and (ii) the holders of at least a
majority of the Holder Shares. No waivers of any breach of this Agreement
extended by any party hereto to any other party shall be construed as a waiver
of any rights or remedies of any other party hereto or with respect to any
subsequent breach.

         2.8 ATTORNEY'S FEES. In the event that any suit or action is instituted
to enforce any provision in this Agreement, the prevailing party in such dispute
shall be entitled to recover from the losing party all fees, costs and expenses
of enforcing any right of such prevailing party under or in respect of this
Agreement, including without limitation, such reasonable fees and expenses of
attorneys and accountants, which shall include, without limitation, all fees,
costs and expenses of appeals.

         2.9 NOTICES. All notices and other communications required or permitted
hereunder shall be in writing and shall be mailed by registered or certified
mail, postage prepaid, sent by telefacsimile, or otherwise delivered by hand or
by a nationally-recognized overnight courier, addressed to the Holders, at the
address or telefacsimile as set forth on the signature page hereof, or at such
other address or telefacsimile number as the Holders shall have furnished to the
Company in writing.

         Each such notice or other communication shall for all purposes of this
Agreement be treated as effective or having been given (i) in the case of
personal delivery or delivery by telefacsimile, on the date of such delivery,
(ii) in the case of a nationally-recognized overnight courier, on the next
business day after the date when sent and (iii) in the case of mailing, on the
third business day following that on which the piece of mail containing such
communication has been deposited in a regularly maintained receptacle for the
deposit of the United States mail, addressed and mailed as aforesaid.

         2.10 SEVERABILITY. If any provision of this Agreement is held to be
invalid or unenforceable, the validity and enforceability of the remaining
provisions of this Agreement shall not be affected thereby.

                                      -3-
<PAGE>

         2.11 COUNTERPARTS. This Agreement may be executed in one (1) or more
counterparts, each of which will be deemed an original but all of which together
shall constitute one and the same agreement.

              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

                                      -4-
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Executive and
Director Voting Agreement as of the date first above written.

                                    HOLDERS:

------------------------------------             ------------------------------
Gordon Brooks                                    William Loftus
Title: President and Chief Executive             Title:  Vice President
         Officer


------------------------------------             ------------------------------
John Loftus                                      Maureen Ellenberger
Title: Vice President                            Title: Vice President


------------------------------------             ------------------------------
Vijay Manwani                                    Michael Mordas
Title: Vice President                            Title: Vice President


------------------------------------
Adam Sholley
Title: Vice President

                                      -5-
<PAGE>

                                    EXHIBIT A

                                     HOLDERS

NAME: Gordon Brooks
ADDRESS:

TELEPHONE:
TELEFACSIMILE:

NAME: William Loftus
ADDRESS:

TELEPHONE:
TELEFACSIMILE:

NAME: John Loftus
ADDRESS:

TELEPHONE:
TELEFACSIMILE:

NAME: Maureen Ellenberger
ADDRESS:

TELEPHONE:
TELEFACSIMILE:

NAME: Vijay Manwani
ADDRESS:

TELEPHONE:
TELEFACSIMILE:

NAME: Michael Mordas
ADDRESS:

TELEPHONE:
TELEFACSIMILE:

NAME: Adam Sholley
ADDRESS:

TELEPHONE:
TELEFACSIMILE:

                                      A-1



<PAGE>

                                    EXHIBIT G

                            BREAKAWAY SOLUTIONS, INC.

                           KEY HOLDER VOTING AGREEMENT

         THIS KEY HOLDER VOTING AGREEMENT (the "Agreement") is made and entered
into as of February __, 2001, by Frank Selldorff, Jr. (the "Key Holder"), a
holder of the Common Stock of Breakaway Solutions, Inc., a Delaware corporation
(the "Company") in favor of and for the benefit of SCP Private Equity Partners
II, L.P., a Delaware limited partnership ("SCP") and ICG Holdings, Inc., a
Delaware corporation ("ICG").

         WHEREAS, SCP and ICG, propose to enter into a Series A Preferred Stock
Purchase Agreement (the "Series A Agreement") with the Company, pursuant to
which SCP and ICG (the "Investors") would agree to purchase certain securities
of the Company from the Company (the "Financing");

         WHEREAS, the Company is required to obtain prior stockholder approval
of the Financing and certain related matters (all as set forth in Section 5.9 of
the Series A Agreement and hereinafter referred to as the "Series A Proposals")
as a condition to the Financing; and

         WHEREAS, in order to induce SCP and ICG to enter into the Series A
Agreement and to provide certain bridge financing to the Company, the Key Holder
is willing to agree to vote all shares of Common Stock of the Company held by
them in favor of the Series A Proposals;

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, agree as
follows:

1.       SERIES A PROPOSALS.

         1.1 KEY HOLDER. The Key Holder shall vote all shares of voting capital
stock of the Company registered in his respective name or beneficially owned by
him as of the date hereof and any and all other securities of the Company
legally or beneficially acquired by him after the date hereof (collectively, the
"Key Holder Shares") in favor of the Series A Proposals.

2.       MISCELLANEOUS.

         2.1 REPRESENTATIONS AND WARRANTIES. The Key Holder represents and
warrants that:

             (a) the Key Holder now owns the Key Holder Shares, as applicable,
free and clear of liens and encumbrances and has not executed or delivered any
proxy or entered into any other voting agreement or similar arrangement with
respect to the Company's capital stock that

<PAGE>

relates to the Series A Proposals, other than one which has expired or
terminated prior to the date hereof; and

             (b) the Key Holder has full power and capacity to execute, deliver
and perform this Agreement, which has been duly executed and delivered by, and
evidences the valid and binding obligation of the Key Holder, enforceable in
accordance with its terms, subject to laws of general application relating to
bankruptcy, insolvency and the relief of debtors.

         2.2 NO REVOCATION. The voting agreements contained herein are coupled
with an interest and may not be revoked during the term of this Agreement.

         2.3 ADDITIONAL SHARES. In the event that subsequent to the date of this
Agreement any shares or securities are issued on, or in exchange for, any of the
Key Holder Shares by reason of any stock dividend, stock split, combination of
shares, reclassification or the like, such shares or securities shall be deemed
to be Key Holder Shares, as the case may be, for purposes of this Agreement.

         2.4 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
of the Key Holder with respect to the subject matter described herein, and
supersedes all other prior or contemporaneous agreements, whether oral or
written, with respect to this subject matter.

         2.5 GOVERNING LAW. This Agreement shall be governed in all respects by
the laws of the Commonwealth of Pennsylvania as such laws are applied to
agreements between Pennsylvania residents entered into and performed entirely in
Pennsylvania.

         2.6 AMENDMENTS AND WAIVERS. This Agreement may be amended only by an
instrument in writing signed by (i) the Company; and (ii) the Key Holder.

         2.7 SEVERABILITY. If any provision of this Agreement is held to be
invalid or unenforceable, the validity and enforceability of the remaining
provisions of this Agreement shall not be affected thereby.

              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

                                      2
<PAGE>

         IN WITNESS WHEREOF, the undersigned has executed this Key Holder Voting
Agreement as of the date first above written.

KEY HOLDER


------------------------------
Frank Selldorff, Jr.

                                      3


<PAGE>
                                    EXHIBIT J

                            BREAKAWAY SOLUTIONS, INC.

                    NON-SOLICITATION, PROPRIETARY INFORMATION
                            AND INVENTIONS AGREEMENT

         In consideration of my employment or continued employment by BREAKAWAY
SOLUTIONS, INC. (the "COMPANY"), and the compensation now and hereafter paid to
me, I hereby agree as follows:

1.       NONDISCLOSURE.

         1.1 RECOGNITION OF THE COMPANY'S RIGHTS; NONDISCLOSURE. At all times
during my employment and thereafter, I will hold in strictest confidence and
will not disclose, use, lecture upon or publish any of the Company's Proprietary
Information (defined below), except as such disclosure, use or publication may
be required in connection with my work for the Company, or unless an officer of
the Company expressly authorizes such in writing. I will obtain the Company's
written approval before publishing or submitting for publication any material
(written, verbal, or otherwise) that relates to my work at the Company and/or
incorporates any Proprietary Information. I hereby assign to the Company any
rights I may have or acquire in such Proprietary Information and recognize that
all Proprietary Information shall be the sole property of the Company and its
assigns. I have been informed and acknowledge that the unauthorized taking of
the Company's trade secrets may subject me to civil and/or criminal penalties.

         1.2 PROPRIETARY INFORMATION. The term "PROPRIETARY INFORMATION" shall
mean any and all confidential and/or proprietary knowledge, data or information
of the Company. By way of illustration but not limitation, "PROPRIETARY
INFORMATION" includes (a) trade secrets, inventions, mask works, ideas,
processes, formulas, source and object codes, data, programs, other works of
authorship, methods, know-how, concepts, improvements, discoveries,
developments, designs and techniques (hereinafter collectively referred to as
"INVENTIONS"); and (b) information regarding plans for research, development,
new products, marketing and selling, business plans, budgets and unpublished
financial statements, licenses, prices and costs, suppliers and customers; and
(c) information regarding the skills and compensation of other employees of the
Company Notwithstanding the foregoing, it is understood that, at all such times,
I am free to use information which is generally known in the trade or industry,
which is not gained as result of a breach of this Agreement, and my own, skill,
knowledge, know-how and experience to whatever extent and in whichever way I
wish.

         1.3 THIRD PARTY INFORMATION. I understand, in addition, that the
Company has received and in the future will receive from third parties
confidential or proprietary information ("THIRD PARTY INFORMATION") subject to a
duty on the Company's part to maintain the confidentiality of such information
and to use it only for certain limited purposes. During the term of my
employment and thereafter, I will hold Third Party Information in the strictest
confidence and will not disclose to anyone (other than Company personnel who
need to know such information in connection with their work for the Company) or
use, except in connection with my work for the Company, Third Party Information
unless expressly authorized by an officer of the Company in writing.

         1.4 NO IMPROPER USE OF INFORMATION OF PRIOR EMPLOYERS AND OTHERS.
During my employment by the Company I will not improperly use or disclose any
confidential information or trade secrets, if any, of any former employer or any
other person to whom I have an obligation of confidentiality, and I will not
bring onto the premises of the Company any unpublished documents or any property
belonging to any former employer or any other person to whom I have an
obligation of confidentiality unless consented to in writing by that former
employer or person. I will use in the performance of my duties only information
which is generally known and used by persons with training and experience
comparable to my own, which is common knowledge in the industry or otherwise
legally in the public domain, or which is otherwise provided or developed by the
Company.

2.       ASSIGNMENT OF INVENTIONS.

         2.1 PROPRIETARY RIGHTS. The term "PROPRIETARY RIGHTS" shall mean all
trade secret, patent, copyright, mask work and other intellectual property
rights or "moral rights" throughout the world. "Moral rights" refers to any
rights to claim authorship of an Invention or to object to or prevent the
modification of any Invention, or to withdraw from circulation or control the
publication or distribution of any Invention, and any similar right, existing
under judicial or statutory law of any country in the world, or under any
treaty, regardless of whether or not such right is denominated or generally
referred to as a "moral right."

<PAGE>

         2.2 PRIOR INVENTIONS. Inventions, if any, patented or unpatented, which
I made prior to the commencement of my employment with the Company are excluded
from the scope of this Agreement. To preclude any possible uncertainty, I have
set forth on EXHIBIT A (Previous Inventions) attached hereto a complete list of
all Inventions that I have, alone or jointly with others, conceived, developed
or reduced to practice or caused to be conceived, developed or reduced to
practice prior to the commencement of my employment with the Company, that I
consider to be my property or the property of third parties and that I wish to
have excluded from the scope of this Agreement (collectively referred to as
"PRIOR INVENTIONS"). If disclosure of any such Prior Invention would cause me to
violate any prior confidentiality agreement, I understand that I am not to list
such Prior Inventions in EXHIBIT A but am only to disclose a cursory name for
each such invention, a listing of the party(ies) to whom it belongs and the fact
that full disclosure as to such inventions has not been made for that reason. A
space is provided on EXHIBIT A for such purpose. If no such disclosure is
attached, I represent that there are no Prior Inventions. If, in the course of
my employment with the Company, I incorporate a Prior Invention into a Company
product, process or machine, the Company is hereby granted and shall have a
nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with
rights to sublicense through multiple tiers of sublicensees) to make, have made,
modify, use and sell such Prior Invention. Notwithstanding the foregoing, I
agree that I will not incorporate, or permit to be incorporated, Prior
Inventions in any Company Inventions without the Company's prior written
consent.

         2.3 ASSIGNMENT OF INVENTIONS. Subject to Sections 2.4, and 2.6, I
hereby assign and agree to assign in the future (when any such Inventions or
Proprietary Rights are first reduced to practice or first fixed in a tangible
medium, as applicable) to the Company all my right, title and interest
throughout the world in and to any and all Inventions (and all Proprietary
Rights with respect thereto) whether or not patentable or registrable under
copyright or similar statutes, made or conceived or reduced to practice or
learned by me, either alone or jointly with others, during the period of my
employment with the Company. Inventions assigned to the Company, or to a third
party as directed by the Company pursuant to this Section 2, are hereinafter
referred to as "COMPANY INVENTIONS."

         2.4 UNASSIGNED INVENTIONS. I recognize that this Agreement will not be
deemed to require assignment of any invention that was developed entirely on my
own time without using the Company's equipment, supplies, facilities, or trade
secrets and neither related to the Company's actual or anticipated business,
research or development, nor resulted from work performed by me for the Company.

         2.5 OBLIGATION TO KEEP THE COMPANY INFORMED. During the period of my
employment and for six (6) months after termination of my employment with the
Company, I will promptly disclose to the Company fully and in writing all
Inventions authored, conceived or reduced to practice by me, either alone or
jointly with others. In addition, I will promptly disclose to the Company all
patent applications filed by me or on my behalf within a year after termination
of employment. The Company will keep in confidence and will not use for any
purpose or disclose to third parties without my consent any confidential
information disclosed in writing to the Company pursuant to this Agreement.

         2.6 GOVERNMENT OR THIRD PARTY. I also agree to assign all my right,
title and interest in and to any particular Company Invention to a third party,
including without limitation the United States, as directed by the Company.

         2.7 WORKS FOR HIRE. I acknowledge that all original works of authorship
which are made by me (solely or jointly with others) within the scope of my
employment and which are protectable by copyright are "works made for hire,"
pursuant to United States Copyright Act (17 U.S.C., Section 101).

         2.8 ENFORCEMENT OF PROPRIETARY RIGHTS. I will assist the Company in
every proper way to obtain, and from time to time enforce, United States and
foreign Proprietary Rights relating to Company Inventions in any and all
countries. To that end I will execute, verify and deliver such documents and
perform such other acts (including appearances as a witness) as the Company may
reasonably request for use in applying for, obtaining, perfecting, evidencing,
sustaining and enforcing such Proprietary Rights and the assignment thereof. In
addition, I will execute, verify and deliver assignments of such Proprietary
Rights to the Company or its designee. My obligation to assist the Company with
respect to Proprietary Rights relating to such Company Inventions in any and all
countries shall continue beyond the termination of my employment, but the
Company shall compensate me at a reasonable rate after my termination for the
time actually spent by me at the Company's request on such assistance.

In the event the Company is unable for any reason, after reasonable effort, to
secure my signature on any document needed in connection with the actions
specified in the preceding paragraph, I hereby irrevocably designate and appoint
the Company and its duly authorized officers and agents as my agent and attorney
in fact, which appointment is coupled with an interest, to act for and in my
behalf to execute, verify and file any such documents and to do all other
lawfully permitted acts to further the purposes of the preceding paragraph with
the same legal force and effect as if executed by me. I hereby waive and
quitclaim to the

<PAGE>

Company any and all claims, of any nature whatsoever, which I now or may
hereafter have for infringement of any Proprietary Rights assigned hereunder to
the Company.

3.       RECORDS. I agree to keep and maintain adequate and current records (in
the form of notes, sketches, drawings and in any other form that may be required
by the Company) of all Proprietary Information developed by me and all
Inventions made by me during the period of my employment at the Company, which
records shall be available to and remain the sole property of the Company at all
times.

4.       DUTY OF LOYALTY DURING EMPLOYMENT. I understand that my employment
with the Company requires my full attention and effort. I agree that during the
period of my employment by the Company I will not, without the Company's express
written consent, engage in any employment or business activity other than for
the Company, including but not limited to employment or business activity which
is competitive with, or would otherwise conflict with, my employment by the
Company.

5.       NO SOLICITATION OF EMPLOYEES OR CLIENTS. As long as I am employed by
the Company and for a period of one year after the termination of my employment
for any reason, I shall not solicit, induce to resign, attempt to hire, or hire
any employee of the Company (or any of its subsidiaries) (or anyone who was an
employee of the Company (or any of its subsidiaries) during the period beginning
six months prior to my termination of employment with the Company), or assist in
such hiring by any other person or business entity or encourage any such
employee to terminate his or her employment with the Company (or any of its
subsidiaries).

As long as I am employed by the Company, and for a period of one year after the
termination of my employment for any reason, I shall not either directly or
indirectly (i) solicit, divert or attempt to divert from the Company (or any of
its subsidiaries) to myself or to any other person or business entity the
business or patronage of any of the clients or customers of the Company
(hereinafter referred to as "CLIENTS"), prospective Clients or business partners
of the Company (or any of its subsidiaries) that were served or solicited by me
while I was employed by the Company; or (ii) provide services, whether on my own
behalf or as an owner, manager, consultant, partner, joint venturer,
stockholder, employee, broker, agent, principle, trustee, business alliance
partner, corporate officer, director, or licensor of any other person or
business entity, to any of the Clients, prospective Clients or business partners
of the Company (or any of its subsidiaries) that were served or solicited by me
while I was employed by the Company. I agree to inform the Company of any
activities that violate or may violate the terms of this Section. In the event
that I breach any of the terms of this Section, the prohibitions set forth in
this Section will remain in effect for one year from the discovery of such
breach by an officer of the Company.

6.       GENERAL PROVISIONS.

         6.1 GOVERNING LAW; CONSENT TO PERSONAL JURISDICTION. This Agreement
will be governed by and construed according to the laws of the Commonwealth of
Massachusetts, as such laws are applied to agreements entered into and to be
performed entirely within Massachusetts between Massachusetts residents. I
hereby expressly consent to the personal jurisdiction of the state and federal
courts for Massachusetts in any lawsuit filed there against me by the Company
arising from or related to this Agreement.

         6.2 SEVERABILITY. In case any one or more of the provisions,
subsections, or sentences contained in this Agreement shall, for any reason, be
held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect the other provisions of this
Agreement, and this Agreement shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein. Moreover, if any one or
more of the provisions contained in this Agreement shall for any reason be held
to be excessively broad as to duration, geographical scope, activity or subject,
it shall be construed by limiting and reducing it, so as to be enforceable to
the extent compatible with the applicable law as it shall then appear.

         6.3 SUCCESSORS AND ASSIGNS. This Agreement will be binding upon my
heirs, executors, administrators and other legal representatives and will be for
the benefit of the Company, its successors, and its assigns.

         6.4 SURVIVAL. The provisions of this Agreement shall survive the
termination of this Agreement or of my employment (regardless of the manner of
or the reasons for the termination of my employment, and regardless of whether
such termination constitutes a breach of any other agreement I may have with the
Company) and the assignment of this Agreement by the Company to any successor in
interest or other assignee.

         6.5 RELIEF. I acknowledge that money damages alone will not adequately
compensate the Company for any breach or threatened breach of this Agreement,
and I agree the Company shall be entitled to injunctive relief in addition to
all other remedies available to the Company.

         6.6 OBLIGATION TO COOPERATE. I will, at any time during my employment,
or after it terminates, on request of the Company, execute all documents and
perform all lawful acts which the Company considers

<PAGE>

necessary or advisable to secure its rights hereunder and to carry out the
intent of this Agreement.

         6.7 RETURN OF PROPERTY. At any time on request of the Company, I shall
return promptly all documents and other property belonging to the Company or its
Clients or business partners.

         6.8 EMPLOYMENT AT-WILL. I agree and understand that I am employed
at-will, and that nothing in this Agreement shall change this at-will status or
confer any right with respect to continuation of employment by the Company, nor
shall it interfere in any way with my right or the Company's right to terminate
my employment at any time, with or without cause.

         6.9 WAIVER. No waiver by the Company of any breach of this Agreement
shall be a waiver of any preceding or succeeding breach. No waiver by the
Company of any right under this Agreement shall be construed as a waiver of any
other right. The Company shall not be required to give notice to enforce strict
adherence to all terms of this Agreement.

         6.10 ENTIRE AGREEMENT. The obligations pursuant to Sections 1 and 2 of
this Agreement shall apply to any time during which I was previously employed,
or am in the future employed, by the Company as a consultant if no other
agreement governs nondisclosure and assignment of inventions during such period.
This Agreement is the final, complete and exclusive agreement of the parties
with respect to the subject matter hereof and supersedes and merges all prior
discussions between us. No modification of or amendment to this Agreement, nor
any waiver of any rights under this Agreement, will be effective unless in
writing and signed by the party to be charged. Any subsequent change or changes
in my duties, salary or compensation will not affect the validity or scope of
this Agreement.

         This Agreement shall be effective as of the first day of my employment
with the Company, namely:
--------, -----.

         I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE
COMPLETELY FILLED OUT EXHIBIT A TO THIS AGREEMENT.

Dated:  ________________

____________________________________________________
(SIGNATURE)

X EMPLOYEE

ACCEPTED AND AGREED TO:

BREAKAWAY SOLUTIONS, INC.

By:
   -------------------------------------------------------

Title:


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


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

Dated:

<PAGE>

                                    EXHIBIT A

                               PREVIOUS INVENTIONS

TO:       BREAKAWAY SOLUTIONS, INC.

FROM:

DATE:

SUBJECT:  PREVIOUS INVENTIONS

1.   Except as listed in Section 2 below, the following is a complete list of
all inventions or improvements relevant to the subject matter of my employment
by Breakaway Solutions, Inc. (the "COMPANY") that have been made or conceived or
first reduced to practice by me alone or jointly with others prior to my
engagement by the Company:

/ /            No inventions or improvements.

/ /            See below:

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

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

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

/ /     Additional sheets attached.

1.   Due to a prior confidentiality agreement, I cannot complete the disclosure
under Section 1 above with respect to inventions or improvements generally
listed below, the proprietary rights and duty of confidentiality with respect to
which I owe to the following party(ies):

     INVENTION OR IMPROVEMENT         PARTY(IES)            RELATIONSHIP

1.
  -----------------------------    ----------------     --------------------

2.
  -----------------------------    ----------------     --------------------

3.
  -----------------------------    ----------------     --------------------

/ /  Additional sheets attached.



<PAGE>

                                    EXHIBIT K

                            NON-COMPETITION AGREEMENT

         In consideration of my receipt of employee stock options to purchase
shares of the common stock of Breakaway Solutions, Inc., a Delaware corporation
(the "Company"), I,

                                                            , agree as follows:
------------------------------------------------------------
                        (NAME PRINTED)

         1. NON-COMPETITION. As long as I am employed by the Company and for a
period of one year after the termination of my employment for any reason, I will
not compete with the Company directly or indirectly, as owner, manager,
consultant, partner, joint venturer, stockholder, employee, broker, agent,
principle, trustee, business alliance partner, corporate officer, director,
licensor, or in any capacity whatsoever engage in, become financially interested
in, be employed by, render any consultation or business advice with respect to,
or have any connection with, any business engaged in providing Internet
professional services and application hosting or any other material business
being conducted by the Company in any geographic area where, at the time of the
termination of my employment, the business of the Company was being conducted in
a material respect; provided, however, that I may own any securities of any
corporation which is engaged in any such business and is publicly owned and
traded but in an amount not to exceed at any one time 1% of any class of stock
or securities of such corporation. The terms of this Paragraph shall survive
termination of this Agreement.

         2. EMPLOYMENT. This Agreement is not an agreement of employment for any
term and shall not affect my employment status with the Company, whether "at
will" or otherwise. This Agreement is subject to termination by either the
Company or me at any time, with or without cause. Neither my termination, nor
any changes in my duties, responsibilities or compensation will affect the
enforceability of this Agreement.

         3. EMPLOYEE'S OBLIGATION TO COOPERATE. I will, at any time during my
employment, or after it terminates, on request of the Company, execute all
documents and perform all lawful acts which the Company considers necessary or
advisable to secure its rights hereunder and to carry out the intent of this
Agreement. The terms of this Paragraph shall survive the termination of this
Agreement.

         4. MISCELLANEOUS PROVISIONS. This Agreement contains the entire and
only agreement between the Company and me respecting the subject matter hereof,
and no amendment or waiver of any provision of this Agreement shall be binding
unless made in writing and signed by an authorized officer of the Company. To
the extent that the provisions of this Agreement are in conflict with provisions
of any other agreement I may have regarding my employment with the Company, the
provisions of this Agreement shall supercede such other provisions. Failure by
the Company to insist upon strict compliance with any provision of this
Agreement shall not be deemed a waiver thereof. My obligations under this
Agreement shall survive the termination of my employment with the Company
regardless of the manner of or

<PAGE>

reasons for such termination, and regardless of whether such termination
constitutes a breach of any other agreement I may have with the Company. I
acknowledge that money damages alone will not adequately compensate the Company
for any breach or threatened breach, and I agree the Company shall be entitled
to injunctive relief in addition to all other remedies available to the Company.
In the event that any provision of this Agreement shall be determined to be
unenforceable by any court of competent jurisdiction, it shall be interpreted to
extend only over the maximum period of time, geographic area or range of
activities as to which it may be enforceable. If any provision of this Agreement
shall be determined to be invalid, illegal or otherwise unenforceable by any
court of competent jurisdiction, the validity, legality and enforceability of
the other provisions of this Agreement shall not be affected thereby. This
Agreement shall be governed by, and construed and enforced in accordance with,
the substantive laws of the Commonwealth of Massachusetts without regard to its
principles of conflicts of laws, and shall be deemed to be effective as of the
first day of my employment by the Company. The Employee hereby consents to the
jurisdiction of the courts of the Commonwealth of Massachusetts and the United
States District Court for the District of Massachusetts to enforce the
provisions of this Agreement.

         I ACKNOWLEDGE THAT, BEFORE PLACING MY SIGNATURE HEREUNDER, I HAVE READ
ALL OF THE PROVISIONS OF THIS AGREEMENT. BY PLACING MY SIGNATURE HEREUNDER, I
AGREE TO ALL OF THE PROVISIONS OF THIS AGREEMENT. I ACKNOWLEDGE THAT I HAVE THIS
DAY RECEIVED A COPY OF THIS AGREEMENT.

         The terms of this Paragraph shall survive the termination of this
Agreement.

         IN WITNESS WHEREOF, I have executed this Agreement as a sealed
instrument on this _____ day of ______________, 2001.

WITNESS:

--------------------------------------------
Print name:

                                             [Seal]
--------------------------------------------
Employee's Signature


Printed Name of Employee

                                       2

<PAGE>

                                    EXHIBIT L

                            BREAKAWAY SOLUTIONS, INC.

                            KEY EMPLOYEE CERTIFICATE

         The undersigned, an employee of Breakaway Solutions, Inc., a Delaware
corporation (the "Company"), does hereby certify as follows:

         1. The undersigned has read the Series A Preferred Stock Purchase
Agreement among the Company, SCP Private Equity Partners II, L.P. ("SCP"), and
ICG Holdings, Inc. ("ICG") (SCP and ICG are collectively referred to as the
"Investors") in the form attached hereto as Exhibit A (the "Series A
Agreement"), pursuant to which the Investors propose to purchase from the
Company shares of the Company's Series A Preferred Stock and warrants to
purchase the Company's common stock. This Certificate is made by the undersigned
in order to induce the Investors to enter into and perform the obligations under
the Agreement.

         2. Neither the Series A Agreement, if executed by the parties, nor the
consummation of the transactions contemplated therein will constitute a change
of control of the Company that would result in (i) any grant, vesting or
issuance of the Company's securities; or (ii) any acceleration of any such
grant, vesting or issuance; or (iii) any payment to the undersigned, in all such
cases, pursuant to any agreement between the undersigned and the Company that is
in effect as of the date of this Key Employee Certificate.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound, has executed
this Key Employee Certificate this ___ day of February 2001.

                                            By:
                                               --------------------------------
                                               Name:
                                               Title



<PAGE>

                                    EXHIBIT M

                            BREAKAWAY SOLUTIONS, INC.

                                LOCK-UP AGREEMENT

         In connection with the proposed issuance and sale of securities of
Breakaway Solutions, Inc., a Delaware corporation (the "Company") to SCP Private
Equity Partners II, L.P. ("SCP") and ICG Holdings, Inc. pursuant to the Series A
Preferred Stock Purchase Agreement (the "Series A Agreement") of even date
herewith, and in consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
undersigned, intending to be legally bound, hereby agrees as follows:

         1. The undersigned shall not, directly or indirectly, without the prior
written consent of SCP, sell, offer, contract to sell, pledge, grant any option
to purchase or otherwise dispose of (collectively, a "Disposition") any shares
of the Company's common stock ("Common Stock") or any securities convertible or
exchangeable for, or any rights to purchase or acquire, Common Stock (i) now
held by the undersigned, (ii) acquired by the undersigned after the date hereof,
or (iii) which may be deemed to be beneficially owned by the undersigned
pursuant to the rules and regulations promulgated under the Securities Act of
1933, as amended (the "Lock-Up Shares"), for a period commencing the date hereof
and ending on February 28, 2003 (the "Lock-Up Period"). The foregoing
restriction precludes the holder of the Lock-Up Shares from engaging in any
hedging or other transaction which is designed to or reasonably expected to lead
to or result in a Disposition of the Lock-Up Shares during the Lock-Up Period,
even if such Lock-Up Shares would be disposed of by someone other than such
holder. Such prohibited hedging or other transactions would include, without
limitation, any short sale (whether or not against the box) or any purchase,
sale or grant of any right (including without limitation, any put or call
option) with respect to any of the Lock-Up Shares or with respect to any
security (other than broad-based market basket or index) that includes, relates
to or derives any significant part of its value from the Lock-Up Shares.

         2. Notwithstanding paragraph 1 herein, the undersigned may transfer (i)
up to 5% of the Lock-Up Shares in each year of the Lock-Up Period, provided that
no more than 1 1/4% of the Lock-Up Shares may be sold in any 90 day period; or
(ii) any or all of the Lock-Up Shares as a bona fide gift or gifts; provided
however, that for any transfer pursuant to this clause (ii), it shall be a
condition to such transfer that the transferee execute an agreement stating that
the transferee is receiving and holding the Lock-Up Shares subject to the
provisions of this Lock-Up Agreement. The transferor shall notify SCP in writing
prior to the transfer and there shall be no further transfer of the Lock-Up
Shares except in accordance with this Lock-Up Agreement.

         3. The Company's transfer agent may enter stop transfer instructions
against the transfer of any of the Lock-Up Shares during the Lock-Up Period.

<PAGE>

         IN WITNESS WHEREOF, the undersigned has executed this Lock-Up Agreement
this ___ day of February 2001.

                                            By:
                                               --------------------------------
                                               Name:
                                               Title:


                                      -2-



<PAGE>

                                    EXHIBIT N

                            BREAKAWAY SOLUTIONS, INC.

                             COMPLIANCE CERTIFICATE

         Pursuant to Section 5.11 of the Series A Preferred Stock Purchase
Agreement dated as of February __, 2001 (the "Agreement"), among Breakaway
Solutions, Inc., a Delaware corporation (the "Company"), SCP Private Equity
Partners II, L.P., a Delaware limited partnership ("SCP") and ICG Holdings,
Inc., a Delaware corporation ("ICG") (SCP and ICG are collectively referred to
as the "Purchasers"), Gordon Brooks certifies as of _________ __, 2001, that he
is the duly elected and acting President of the Company, and further certifies
on behalf of the Company that: (i) except as set forth on the Schedule of
Exceptions delivered to the Purchasers pursuant to the Agreement, the
representations and warranties made by the Company in Section 3 of the Agreement
are true and correct in all material respects as of the date hereof as if
originally made on the date hereof; (ii) that all obligations and conditions
contained in the Agreement to be performed or complied with by the Company on or
prior to the Closing (as defined in the Agreement) have been so performed or
complied with; (iii) that the Company has fulfilled the conditions specified in
Sections 5.1 to 5.10 of the Agreement; and (iv) that since the date of the
Agreement, there has been no adverse change in the condition (financial or
otherwise), business, property, assets or liabilities of the Company which was
not anticipated and provided for in the Plan (as defined in the Agreement).

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand as the
President of the Company as of the date first set forth above.

                                            By:
                                               --------------------------------
                                               Gordon Brooks
                                               President



<PAGE>

                                    EXHIBIT O

         On the basis of the foregoing, in reliance thereon and with the
foregoing qualifications, we are of the opinion that (Capitalized terms not
otherwise defined herein are used herein as defined in the Agreement):

         1. The Company has been duly incorporated and is a validly existing
corporation in good standing under the laws of the State of Delaware. The
Company is duly qualified and is authorized to do business and is in good
standing as a foreign corporation in the Commonwealth of Massachusetts.

         2. The Company has all requisite corporate power and authority to (a)
own and operate its properties and assets; (b) execute and deliver the Agreement
and the Investor Rights Agreement; (c) issue and sell the Initial Preferred
Stock, the Option Preferred Stock, the Warrants, the Warrant Stock, and the
Conversion Stock; (c) issue the Dividend Stock; and (d) carry out the provisions
of the Agreement, the Investor Rights Agreement and the Certificate.

         3. All corporate action on the part of the Company, its officers,
directors and stockholders necessary for the authorization, execution and
delivery of the Agreement and the Investor Rights Agreement, the performance of
all obligations of the Company thereunder, the Certificate and the concurrent
amendment of the Company's Certificate of Incorporation to include the
provisions of the Certificate, the authorization, sale, issuance and delivery of
the Warrants, the authorization, sale, issuance and delivery of the Initial
Preferred Stock, the Option Preferred Stock, the Warrant Stock and the
Conversion Stock, and the authorization, issuance and delivery of the Dividend
Stock, has been taken. The Agreement and the Investor Rights Agreement
constitute valid and binding obligations of the Company enforceable in
accordance with their terms.

         4. The Company's authorized capital stock consists of (a) ___________
shares of Common Stock, of which ___________ shares are issued and outstanding;
and (b) 5,000,000 shares of Preferred Stock, of which ____________ shares have
been designated Series A Preferred Stock, of which (excluding the shares to be
issued or reserved at the Closing) no shares are issued and outstanding. The
outstanding shares of Common Stock have been duly authorized and validly issued
and are fully paid and nonassessable. The rights, preferences and privileges of
the Series A Preferred Stock are as stated in the Certificate. The Initial
Preferred Stock, the Option Preferred Stock, the Warrant Stock and the
Conversion Stock have been duly authorized and upon issuance and delivery
against payment therefor in accordance with the terms of the Agreement shall be
validly issued, fully paid and nonassessable. The Dividend Stock issuable
pursuant to the Certificate has been duly authorized, and upon issuance and
delivery in accordance with the terms of the Certificate, shall be validly
issued, fully paid and nonassessable. There are no options or warrants presently
outstanding to purchase any of the authorized but unissued capital stock of the
Company, other than as set forth in the Schedule of Exceptions to the Agreement.

<PAGE>

         5. The execution, delivery and performance of and compliance with the
Agreement and the Investor Rights Agreement by the Company, and the issuance of
the Initial Preferred Stock, the Option Preferred Stock, the Warrant Stock, the
Conversion Stock and the Dividend Stock pursuant thereto do not constitute a
violation of, or conflict with, or constitute a default under, the Company's
Third Amended and Restated Certificate of Incorporation or its Amended and
Restated By-Laws or any of its material agreements set forth on Schedule ___ to
this opinion.

         6. Except with respect to any filings that must be made after the
Closing, all governmental orders, permissions, consents, approvals or
authorizations required to be obtained and registrations or declarations
required to be filed in connection with the execution and delivery of this
Agreement or the Investor Rights Agreement, and the offer, sale or issuance of
the Initial Preferred Stock, the Option Preferred Stock, the Warrants, the
Dividend Stock, the Warrant Stock or the Conversion Stock, have been duly and
validly obtained or filed.

         7. Assuming the accuracy of the representations and warranties of the
Purchasers contained in Section 4.2 of the Agreement, the offer, sale and
issuance of the Initial Preferred Stock, the Option Preferred Stock, the
Warrants, the Warrant Stock and the Conversion Stock are exempt from the
registration requirements of the Securities Act.

         8. To our knowledge, except as set forth in the Schedule of Exceptions
to the Agreement, there is no action, proceeding or investigation pending or
overtly threatened against the Company before any court or administrative
agency.

                                     2



<PAGE>

                                    EXHIBIT P

                          Internet Capital Group, Inc.
                           800 The Safeguard Building
                              435 Devon Park Drive
                                 Wayne, PA 19087

                               ____________, 2001

Breakaway Solutions, Inc.
3 Clock Tower Place, 4th Floor
Maynard, MA 01754 Attention: ___________

                  Re: That certain Series A Preferred Stock Purchase Agreement,
                      dated as of February ___, 2001, by and among Breakaway
                      Solutions, Inc., SCP Private Equity Partners II, L.P., and
                      ICG Holdings, Inc., and that certain Investor Rights
                      Agreement, by and among Breakaway Solutions, Inc., SCP
                      Private Equity Partners II, L.P., and ICG Holdings, Inc.,
                      dated as of the date hereof (the foregoing documents
                      referred to hereinafter collectively as the "Investment
                      Agreements")

Dear Mr. _______:

                Internet Capital Group, Inc. ("ICG") is a party to a certain
credit agreement dated as of April 30, 1999, as amended or supplemented to date
(the "Credit Agreement"), among ICG and its subsidiary, Internet Capital Group
Operations, Inc., as borrowers under the Credit Agreement, PNC Bank, National
Association as Agent for the Banks ("Agent") and the banks named therein (the
"Banks"). As used herein, the term "ICG" shall refer to Internet Capital Group,
Inc. and/or one or more of its affiliates, including ICG Holdings, Inc., as
appropriate.

                In connection with the Credit Agreement, ICG is required to (i)
make a pledge of the securities ICG owns or may hereafter acquire (the
"Securities") in Breakaway Securities, Inc. (the "Company"), and (ii)
collaterally assign ICG's rights under the Investment Agreements, each to the
Agent, for the benefit of the Banks.

                Please evidence the Company's (1) consent to ICG's pledge of the
Securities; (2) waiver of any requirements in the Investment Agreements that ICG
obtain and/or deliver any of the following: (A) an opinion of counsel with
respect to such pledge, (B) the consent of the Company prior to the pledge of
the Securities to the Agent for the benefit of the Banks, and (C) a notice to
the Company relating to the pledge of the Securities; and (3) consent to the
collateral

<PAGE>

Breakaway Solutions, Inc.
________________, 2001
Page 2

assignment to the Agent for the benefit of the Banks of any rights relating to
registration, first refusal, co-sale, tag-along, drag-along or similar rights
that may have been granted to ICG under the Investment Agreements (the foregoing
matters referred to in clauses 1, 2 and 3 are hereinafter referred to
collectively as the "Company Consent"). In the event that ICG seeks to pledge
the Securities to any other lender under materially different pledge terms, the
consent of the Board of Directors of the Company shall be required.

                Please be advised that the Agent, on behalf of the Banks, has
acknowledged to and agreed with ICG, in the event that the Agent and/or the
Banks foreclose upon or dispose of the Securities pledged as collateral under
the Credit Agreement, to be subject to and bound by the restrictions and
limitations on transfer of such pledged Securities as are set forth in the
Investment Agreements to the same extent that ICG is so bound; PROVIDED,
HOWEVER, that in no event shall the Agent or Banks be obligated under the
Investment Agreements or otherwise to provide any additional financing for or
make any additional investments thereunder.

         Please be advised that in connection with ICG's ownership of the
Securities, ICG will require the Company to deliver the following:

               (1) For the fiscal year immediately preceding ICG's acquisition
                   of the Company's Securities, historical audited annual
                   consolidated financial statements;

               (2) For all periods subsequent to ICG's acquisition of the
                   Securities, unaudited quarterly consolidated financial
                   statements consisting of, at a minimum, a balance sheet, an
                   income statement, statement of shareholders' equity and a
                   statement of cash flows, which the Company will deliver to
                   ICG no later than 30 days after the end of each of the
                   Company's first, second and third fiscal quarters;

               (3) Upon written request by ICG, audited (by a Big Five
                   accounting firm) annual consolidated financial statements for
                   the most recent fiscal year, which the Company will deliver
                   to ICG no later than 75 days after the end of the Company's
                   fiscal year, and for such other prior fiscal years as ICG may
                   reasonably require; and

               (4) Such other information as ICG may from time to time
                   reasonably request.

         In addition, so long as ICG or any of its affiliates beneficially own
any of the Securities, the Company will provide ICG with such assistance and
cooperation, as ICG may, from time to time, reasonably request in making any
governmental filings or obtaining any governmental approvals in connection with
ICG's or its affiliates' ownership of Securities or conversion from non-voting
to voting Securities (including, without limitation, making any filings required
to be made by the Company or by ICG or its affiliates under any applicable
federal or state laws or regulations).

<PAGE>

Breakaway Solutions, Inc.
________________, 2001
Page 3

         Thank you for your cooperation in these matters. Please sign where
indicated below.

Very truly yours,

INTERNET CAPITAL GROUP, INC.


By: _____________________________
    Name: _______________________
    Title: ______________________

AGREED TO and ACKNOWLEDGED BY:

BREAKAWAY SOLUTIONS, INC.


By: _____________________________
    Name: _______________________
    Title: ______________________

Date: ___________________________

ACKNOWLEDGED BY:

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, its Manager

             By: _____________________________
                 Name: _______________________
                 Title: ______________________
                 Date: _______________________