Breakaway Solutions Inc Watch

from SC 13D/A 1 page <page> Exhibit 1 Joint Filing Agreement the Undersigned Agree to the Joint Filing on Behalf of Each of Them of a Schedule 13d (Including Any and All Amendments Thereto) With Respect to the Securities of Breakaway Solutions, Inc., and Further Agree That This Agreement Shall Be Included as an Exhibit to Such Filings. the Undersigned Further Agree That Each Party Hereto Is Responsible for Timely Filing of Such Schedule 13d and Any Amendments Thereto, and for the Completeness and Accuracy of the Information Concerning Such Party Contained Therein, Provided That Neither Party Is Responsible for the Completeness or Accuracy of the Information Concerning the Other Party, Unless Such Party Knows or Has Reason to Believe That Such Information Is Inaccurate. in Witness Whereof, the Undersigned Have Caused This Agreement to Be Executed This 26th Day of February 2001. Scp Private Equity Partners II, L.P. By: Scp Private Equity II General Partner, L.P., the General Partner By: Scp Private Equity II, LLC, Its Manager By: /S/ Wayne B. Weisman Name: Wayne B. Weisman Title: Manager Scp Private Equity II, LLC By: /S/ Wayne B. Weisman Name: Wayne B. Weisman Title: Manager

from SC 13D/A ~10 pages Form of Warrant to Purchase

from SC 13D/A 1 page <page> Exhibit 1 Joint Filing Agreement the Undersigned Agree to the Joint Filing on Behalf of Each of Them of a Schedule 13d (Including Any and All Amendments Thereto) With Respect to the Securities of Breakaway Solutions, Inc., and Further Agree That This Agreement Shall Be Included as an Exhibit to Such Filings. the Undersigned Further Agree That Each Party Hereto Is Responsible for Timely Filing of Such Schedule 13d and Any Amendments Thereto, and for the Completeness and Accuracy of the Information Concerning Such Party Contained Therein, Provided That Neither Party Is Responsible for the Completeness or Accuracy of the Information Concerning the Other Party, Unless Such Party Knows or Has Reason to Believe That Such Information Is Inaccurate. in Witness Whereof, the Undersigned Have Caused This Agreement to Be Executed This 26th Day of February 2001. Scp Private Equity Partners II, L.P. By: Scp Private Equity II General Partner, L.P., the General Partner By: Scp Private Equity II, LLC, Its Manager By: /S/ Wayne B. Weisman Name: Wayne B. Weisman Title: Manager Scp Private Equity II, LLC By: /S/ Wayne B. Weisman Name: Wayne B. Weisman Title: Manager

from SC 13D/A 1 page <page> Cusip No. 105372 10 5 - Exhibit 1 Joint Filing Agreement the Undersigned Agree to the Joint Filing on Behalf of Each of Them of a Schedule 13d (Including Any and All Amendments Thereto) With Respect to the Securities of Breakaway Solutions, Inc., and Further Agree That This Agreement Shall Be Included as an Exhibit to Such Filings. the Undersigned Further Agree That Each Party Hereto Is Responsible for Timely Filing of Such Schedule 13d and Any Amendments Thereto, and for the Completeness and Accuracy of the Information Concerning Such Party Contained Therein, Provided That Neither Party Is Responsible for the Completeness or Accuracy of the Information Concerning the Other Party, Unless Such Party Knows or Has Reason to Believe That Such Information Is Inaccurate. in Witness Whereof, the Undersigned Have Caused This Agreement to Be Executed This 26th Day of February 2001. 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 Scp Private Equity II, LLC By: /S/ Wayne B. Weisman Name: Wayne B. Weisman Title: Manager

from SC 13D/A ~10 pages Underwriting agreement

from SC 13D ~20 pages Common Stock Purchase Warrants

from SC 13D/A ~20 pages Replacement Warrants to Purchase Common Stock

from SC 13D/A ~10 pages Warrants to Purchase

from S-1/A ~20 pages Underwriting agreement