SCP EQUITY PARTNERS II, L.P. Building 300 435 Devon Park Drive Wayne, PA 19087 As of February 16, 2001 ICG Holdings, Inc. Pencador Corporate Center 100 Lake Drive, Suite 4 Newark, DE 19742 Attention: Henry Nassau Breakaway Solutions, Inc. 3 Clock...

                                                                    Exhibit 10.2


                          SCP EQUITY PARTNERS II, L.P.
                                  Building 300
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                             As of February 16, 2001


ICG Holdings, Inc.
Pencador Corporate Center
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Attention:  ▇▇▇▇▇ Nassau

Breakaway Solutions, Inc.
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Attn:  Corporate Secretary

         Re:      Series A Preferred Stock Purchase Agreement (the "Purchase
                  Agreement"), dated as of February 16, 2001, among Breakaway
                  Solutions, Inc. (the "Company"), SCP Private Equity Partners
                  II, L.P. ("SCP"), and ICG Holdings, Inc. ("ICG")

Gentlemen:

         This will confirm our agreement as follows:

         1. Pending the enlargement of the Company's board of directors and the
designation of new directors by SCP and ICG (the "Purchasers") as provided for
and contemplated by the Purchase Agreement, the Company shall use its best
efforts to obtain the resignation from its board of ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, and
shall allow such seat to remain vacant until filled by a designee of the
Purchasers. The creation and maintenance of such vacancy shall be an additional
condition precedent to any obligation of the Purchasers to purchase the Initial
Preferred Stock (as defined in the Purchase Agreement) and, in the case of SCP,
the Option Preferred Stock (as defined in the Purchase Agreement).





         If the foregoing correctly sets forth our understanding, please sign
where indicated below.

                              Very truly yours,


                              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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
                                  --------------------------------------------
                                    Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
                                    Title: Manager


CONFIRMED AND AGREED TO:

ICG HOLDINGS, INC.


By: /s/ ▇▇▇▇▇ ▇. Nassau
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      Name: ▇▇▇▇▇ ▇. Nassau
      Title: Managing Director and General Counsel
      Date: As of February 16, 2001

BREAKAWAY SOLUTIONS, INC.


By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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      Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
      Title: Chief Financial Officer
      Date: As of February 16, 2001


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