Scp Private Equity Partners II LP Watch

from SC 13D ~20 pages Series C Convertible Preferred Stock Purchase Agreement

from SC 13D/A 31 pages Second Amended and Restated Agreement Among Series E, Series F and Series G Preferred Stockholders and Senior Registration Rights Agreement

from SC 13D/A 14 pages Stockholder Undertaking

from SC 13D/A >50 pages Securities Purchase Agreement

from SC 13D/A ~20 pages Series C Preferred Stock Purchase Agreement

from SC 13D/A ~10 pages Preferred Stock Purchase Warrant Dated 9/30/02

from SC 13D/A ~5 pages Underwriting agreement

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> 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 1 page <page> Cusip No. 917294 10 0 Page 13 of 13 - 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 Usdata Corporation, 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 9th Day of April 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 ~20 pages Common Stock Purchase Warrants