Execution Draft



                Technology Assignment and License Back Agreement



      This Technology Assignment and License Back Agreement ("Agreement") is

made effective this 29th day of September, 2000 (the "Effective Date") by and

between Satori, Inc. ("Satori") with offices located at 435 Devon Park Drive,

Building 600, Wayne, PA 19087 and Breakaway Solutions, Inc. ("Breakaway") with

offices located at 50 Rowes Wharf, 6th Floor, Boston, Massachusetts 02110.



      Whereas, Satori has engaged Breakaway to create for Satori and assign to

Satori certain Internet technology known as Market Maker (as defined more

specifically below) as well as certain other technology known as Dashboard and

Deallog (as also defined more specifically below);



      Whereas, Breakaway desires a license from Satori to provide access to

Market Maker to its Customers (as defined below) and Breakaway desires a license

from Satori to use portions of Dashboard and Deallog;



      Whereas, each of the parties desire that Breakaway sell certain Hardware

(as defined below) to Satori; and



      Whereas, each of Breakaway and Satori desire to set forth their rights and

obligations with respect to Market Maker, Dashboard and Deallog, the Hardware,

and other related matters.



      Now, therefore, intending to be legally bound, Breakaway and Satori agree

as follows:



1.    Definitions.



      1.1. "Assignment of Transferred Technology" means the Assignment of

Transferred Technology attached hereto as Schedule B.



      1.2. "Bill of Sale" means the Bill of Sale attached hereto as Schedule C.



      1.3. "Customer" means an entity to whom Breakaway provides access to

Market Maker pursuant to the terms and conditions of the Technology License

Agreement or otherwise as permitted hereby. The term Customer also includes

Breakaway Solutions Asia Pacific Limited (a Bermuda company) and Breakaway

Solutions Japan KK (a Japanese corporation) and all present or future

subsidiaries or affiliates of Breakaway.



      1.4. "Dashboard and Deallog" means certain Technology known as Dashboard

and Deallog described in the attached Schedule H and all Enhancements thereto.



      1.5. "Documentation" means any and all documentation (including, without

limitation, all applicable systems administration guides, user's guides,

installation guides, data dictionary manuals, functional specification manuals,

table reference manuals, training materials and API

<PAGE>



reference manuals, testing procedures) related to: (i) Market Maker; (ii)

Dashboard and Deallog; or (iii) both (i) and (ii).



      1.6. "Effective Date" shall have the meaning set forth above.



      1.7. "Enhancements" means, with respect to any Technology, new updates,

new releases, new versions, revisions, patches, error corrections, modifications

and enhancements.



      1.8. "Fee Schedule" means the Fee Schedule set forth in Schedule D,

attached hereto.



      1.9. "Hardware" means the hardware listed in Schedule E, attached hereto.



      1.10. "Intellectual Property Rights" means all intellectual property

rights worldwide relating to Market Maker and Dashboard and Deallog arising

under statutory or common law, and whether or not perfected, including, without

limitation, all: (i) patents and patent applications; (ii) rights associated

with works of authorship including, without limitation, copyrights, copyright

registrations, applications for copyright registrations, mask work rights, mask

work applications, and mask work registrations; (iii) trade secrets and

confidential or proprietary information; (iv) trademarks, service marks,

tradenames, trade dress, logos, slogans, and domain names and all applications

and registrations therefor; (v) all paternity, integrity or other moral rights;

and (vi) all divisions, continuations, renewals, reissues and extensions of the

foregoing (as and to the extent applicable) now existing, hereafter filed,

issued or acquired.



      1.11. "Market Maker" means the Technology described in Schedule F and all

Enhancements thereto.



      1.12. "Notice of Assignment" means the Notice of Assignment attached

hereto as Schedule G.

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