BREAKAWAY SOLUTIONS, INC.



                          REGISTRATION RIGHTS AGREEMENT



                                January 19, 2001









<PAGE>





                          REGISTRATION RIGHTS AGREEMENT



              This Registration Rights Agreement (the "Agreement") is made and

entered into as of January 19, 2001 by and between Breakaway Solutions, Inc., a

Delaware corporation (the "Company"), and ICG Holdings, Inc., a Delaware

corporation ("ICG").



                                    RECITALS



              WHEREAS, the Company desires ICG to loan money to the Company

pursuant to a Loan and Security Agreement dated of even date herewith (the "Loan

Agreement");



              WHEREAS, pursuant to the Loan Agreement, the Company will issue to

ICG a Warrant each time ICG makes an Advance under the Loan Agreement; and



              WHEREAS, as an inducement for ICG to enter into the Loan

Agreement, the Company desires to enter into this Agreement with ICG.



              NOW, THEREFORE, in consideration of the mutual covenants set forth

herein and other good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, the parties hereto, intending to be legally bound

hereby, hereby agree as follows:



         1.   DEFINITIONS. All capitalized terms used but not otherwise defined

herein shall have the meanings ascribed to them in the Loan Agreement.



         2.   REGISTRATION RIGHTS.



              2.1.  DEFINITIONS.



                    (a) "AS-CONVERTED BASIS" means assuming the conversion into

Common Stock or exercise for Common Stock of all securities directly or

indirectly convertible into, or exercisable for, Common Stock.



                    (b) "EXCHANGE ACT" means the Securities Exchange Act of

1934, as amended.





                    (c) "FORM S-3" means such form under the Securities Act as

is in effect on the date hereof or any successor registration form under the

Securities Act subsequently adopted by the SEC which permits inclusion or

incorporation of substantial information by reference to other documents filed

by the Company with the SEC.



                    (d) "HOLDER" means any person owning of record Registrable

Securities that have not been sold to the public or pursuant to Rule 144

promulgated under the Securities Act or any assignee of record of such

Registrable Securities to whom rights under this Section have been duly assigned

in accordance with this Agreement.





<PAGE>



                    (e) "REGISTER," "REGISTERED" AND "REGISTRATION" refer to a

registration effected by preparing and filing a registration statement in

compliance with the Securities Act, and the declaration or ordering of

effectiveness of such registration statement.



                    (f) "REGISTRABLE SECURITIES" means: (i) all shares of Common

Stock issued or issuable pursuant to the exercise of the Warrants and (ii) any

shares of Common Stock or other securities issued in connection with any stock

split, stock dividend, recapitalization, reorganization, merger, sale of assets

or similar event relating to the foregoing; excluding in all cases, however, any

securities that would otherwise be Registrable Securities that have been sold by

a person in a transaction in which rights under this Section 2 are not assigned

in accordance with this Agreement or any securities that would otherwise be

Registrable Securities that have been sold to the public or sold pursuant to

Rule 144 promulgated under the Securities Act



                    (g) "REGISTRATION EXPENSES" means all expenses incurred by

the Company in complying with Sections 2.3 and 2.5 hereof, including, without

limitation, all registration and filing fees, printing expenses, fees and

disbursements of counsel and accountants for the Company, fees and expenses of

one counsel for all the Holders, blue sky fees and expenses and the expense of

any special audits incident to or required by any such registration (but

excluding the compensation of regular employees of the Company, which shall be

paid in any event by the Company).



                    (h) "SELLING EXPENSES" means all underwriting discounts and

selling commissions applicable to the sale of Registrable Securities.



              2.2.  [INTENTIONALLY DELETED.]



              2.3.  PIGGYBACK REGISTRATIONS.



                    (a) NOTICE. The Company shall notify all Holders of

Registrable Securities in writing at least 30 days prior to filing any

registration statement under the Securities Act for purposes of effecting a

public offering of securities of the Company whether for its own account or the

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC