Vice President of Sales Employment Agreement

THE COUNSELL GROUP
INFORMATION TECHNOLOGY CONSULTING


October 23, 1998


BY HAND PERSONAL AND CONFIDENTIAL


Ms. Patti Purcell 15 Mill Pond Lane Duxbury, Massachusetts 02332


Dear Patti:


I am writing to set forth and confirm the understanding between you and Breakaway Solutions, Inc., formerly The Counsell Group (hereafter the "Company"), relating to your resignation of your employment with the Company.


1. RESIGNATION. You hereby resign from the position of Vice President of Sales and Marketing for the Company, effective as of the close of business on November 13, 1998 (the "Resignation Date"), on which date you will submit your letter of resignation to the Company. From the close of business on October 23, 1998, through the close of business on November 13, 1998, you will be on paid leave from your employment with the Company. Your resignation shall be effective regardless of the continued effectiveness of this letter agreement.


2. SEVERANCE PAY AND ASSOCIATED BENEFITS UPON RESIGNATION.


(a) REGULAR SALARY AND SEVERANCE PAY. From October 23, 1998, through the Resignation Date, the Company will continue to pay you your regular salary, less withholdings or deductions, in accordance with the payment schedule now being employed for payment of officers at the Company, and will continue to provide your regular benefits to whatever extent it currently provides them. You understand and agree that you will not thereafter accrue additional regular salary or be eligible to continue to be provided regular benefits from the Company. After the


Resignation Date, the Company will continue to make salary continuation payments to you for a period of ten (10) weeks (I.E., from November 14, 1998 through January 22, 1999 (the "Severance Pay Period"), contingent upon your having executed and returned to the Company this letter agreement and the General Releases and Waivers Of All Claims that are attached hereto as Exhibits A and B. Such payments will also be made in accordance with the payment schedule now being employed for payment of officers at the Company and (except as otherwise provided in this paragraph 2(a)) will be made at the weekly rate of $2,692.31, less withholdings or deductions. In this regard, the Company represents and warrants that it is a going concern able to meet its financial commitments through the Severance Pay Period and further affirms, in accordance with paragraph 7 of this letter agreement, that the provisions of this paragraph 2(a) are binding upon the Company's successors. During such time as you are receiving salary continuation payments under this paragraph 2(a), you shall not accrue or be entitled to any vacation benefits, any bonus, or any other payments other than those specifically provided for in this letter agreement. The Company may deduct from any payments otherwise due to you under this letter agreement such withholding taxes and similar governmental payments and charges as may be required.


(b) MEDICAL INSURANCE. The Company will continue to provide you with your existing health and dental benefits during the Severance Pay Period. Your rights under the so-called COBRA statute (which gives you the right to continue participating in the Company's group medical insurance plans for a period of time at your own expense) shall become effective as of the end of the Severance Pay Period.


(c) PENSION PLANS. For purposes of the Company's 401-k Plan, you will cease to be an active employee as of the Resignation Date.


(d) INSURANCE. Your coverage under the group long and short-term life insurance and disability insurance policies and under the accidental death and dismemberment policy maintained by the Company for employees will be terminated as of the Resignation Date.


(e) VACATION PAY. You will continue to accrue vacation benefits through the Resignation Date, at which time you will have accrued 40 hours of vacation for which you will be paid. Thereafter, you shall not accrue or be entitled to any additional vacation benefits.


(f) ACCESS TO VOICEMAIL AND EMAIL. To facilitate your search for a new position, the Company will provide you with continued access to voicemail and email during the Severance Pay Period, provided, however, that you agree immediately to (i) inform the Company (and in no case no later than the same day on which you retrieve them, which retrieval you agree to make at least once every 48 hours) of messages left on either your voicemail or email that in any way concern


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the Company or its business, and (ii) inform the Company (and in no case no later than 48-hours after you accept a new position) when you have accepted a new position of any kind or nature whatsoever, at which time your continued access to Company voicemail and email will immediately cease.


(g) EXPENSE REIMBURSEMENT. You have agreed to repay to the Company, or to secure the repayment of, $8,959.50 in expenses erroneously paid out by the Company on your behalf. You represent and warrant that you have delivered to the Company with your executed copy of this letter agreement, and of the General Releases and Waivers Of All Claims that are attached hereto as Exhibits A and B, a personal check for $959.50 of the aforementioned amount. You further represent and warrant that you will secure repayment of the remaining $8,000.00 of this amount by December 15, 1998. In addition, you agree to pay to the Company also by December 15, 1998, (i) one-half of the value of an airline ticket valued at $1,249.00, i.e., to pay $624.50, if the Company has been unable to secure a refund or credit for the full value of the ticket from United Airlines by that date, which refund or credit the Company represents and warrants it is diligently seeking (said efforts to be documented to you upon request) or, alternatively, (ii) one-half of the service charge of $75.00, i.e., $37.50, that will be imposed by United Airlines should it grant the refund or credit being sought by the Company. If the Company has not received the $8,000.00 repayment and, as appropriate, either the $624.50 or $37.50 repayment for the airline ticket, by December 15, 1998, you understand and agree that the Company will setoff the total amount due and owing against the gross amount of the salary continuation payments you would otherwise have received from that date through January 22, 1998 (thereby also terminating its continuing provision of your health and dental benefits). The Company agrees that you may submit a final request for expense reimbursement for the period through and including October 21, 1998 (said request also to include a request for reimbursement for the cost of telephone calls made by you from your residence to the Company through October 23, 1998), and further agrees to reimburse legitimate expenses thus submitted, as determined by the Company in accordance with its usual and ordinary practices regarding reimbursement. Nothing in this paragraph 2(f) shall be construed as an agreement by the Company to reimburse you for any amounts owed by you to American Express on your account number 3785-236569-9200, which debt you acknowledge is your sole responsibility to pay. Should American Express, its successors or assigns everseek payment from the Company of any amounts due and owing by you on said account number 3785-236569-9200, you agree to indemnify the Company and pay to American Express on behalf of the Company any such amounts sought from the Company by American Express, its successors or assigns.


(h) NO OTHER BENEFITS. You acknowledge that, except as set forth in paragraphs 2(a)-2(f) above, the Company has previously paid all amounts payable to you under all other compensation or reimbursement arrangements, if any. From and after the date of this letter agreement you shall have no right to compensation,


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benefits or any other thing of value, including without limitation Company stock options, beyond those specifically provided for in this letter agreement.


(i) RETURN OF COMPANY PROPERTY AND RETRIEVAL OF PERSONAL EFFECTS. You represent and warrant that you have submitted for inspection by the Company all containers of any kind, including but not limited to boxes, tote bags, back packs or hand bags, removed by you from the Company's premises in connection with your leaving active employment on October 23, 1998. You further represent and warrant that you have returned to the Company as of the Resignation Date all property of the Company, including any keys, pager, all computer hardware, Company notes, documents and files (including without limitation all marketing materials submitted to the Company by The Written Word), and computer disks or files in your possession, custody or control, except that the Company will permit you to retain the laptop computer in your possession until December 1, 1998. You acknowledge that you have retrieved from the Company as of the Resignation Date all of your personal effects and have not commingle with those effects any property of the Company.


3. RELEASE. In return for the benefits provided to you as set forth in paragraph 2 above, YOU AGREE TO EXECUTE A FINAL AND BINDING GENERAL RELEASE AND WAIVER OF ALL CLAIMS AGAINST THE COMPANY, ITS OFFICERS, DIRECTORS, ATTORNEYS, EMPLOYEES, AGENTS, SERVANTS, REPRESENTATIVES, INSURERS, SUCCESSORS AND ASSIGNS IN THE FORM ATTACHED HERETO AS EXHIBIT A. IN ADDITION, YOU AND FRANK SELLDORFF, AND EACH OF YOUR HEIRS, ESTATES, EXECUTORS, AGENTS, SERVANTS, REPRESENTATIVES, INSURERS, ATTORNEYS AND ASSIGNS, AGREE TO EXCHANGE GENERAL RELEASES AND WAIVERS OF ALL CLAIMS AGAINST EACH OTHER IN THE FORMS ATTACHED HERETO AS EXHIBITS B AND C. EACH OF EXHIBITS A THROUGH C SHALL INCLUDE ALL CLAIMS ARISING OUT OF OR RELATING TO YOUR HIRING, EMPLOYMENT, OR TERMINATION OF EMPLOYMENT.


4. NON-DISCLOSURER CONFIDENTIALITY AND COOPERATION.


(a) You acknowledge and reaffirm that you remain bound by the terms and conditions of The TCG Employee Proprietary Rights, Confidentiality and Non-Competition Agreement (the "Non-Competition Agreement") executed by you on March 25, 1998, which is attached hereto as Exhibit D, and that said Non-Competition Agreement remains in full force and effect and is incorporated herein by reference, provided, however, that the Company agrees that paragraphs 5c) and 5d) of the Non-Competition Agreement shall be amended and enforced as set forth immediately below and that the predecessor versions of only said paragraphs 5c) and 5d) contained in the document executed by you on March 25, 1998, shall have no further force and effect:


5) RESTRICTIONS ON COMPETITION:


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* * * * *


c) WHILE EMPLOYED BY TCG AND FOR A PERIOD OF TWO (2) YEARS THEREAFTER, I
WILL NOT DIRECTLY, BY MYSELF OR WITH OTHERS, OR INDIRECTLY THROUGH
ASSISTANCE TO OTHERS, SOLICIT, SERVICE, OBTAIN OR ACCEPT BUSINESS
FROM, OR OTHERWISE PERFORM ANY ACT WHICH MAY DIVERT FROM TCG ANY TRADE
OR BUSINESS FROM:


> ANY CUSTOMER OF TCG WITH WHOM I HAVE HAD ANY CONTACT OR
ASSOCIATION DURING THE PERIOD OF MY EMPLOYMENT WITH TCG, OR ANY
PARTY WHOSE IDENTITY OR POTENTIAL AS A TCG CUSTOMER WAS
CONFIDENTIAL AND KNOWN BY ME DURING THE PERIOD OF MY EMPLOYMENT
WITH TCG; OR


> THE FOLLOWING BUSINESS PARTNERS OF TCG: ONYX AND EASTMAN
CONSULTING.


d) WHILE EMPLOYED BY TCG, AND FOR A PERIOD OF TWO YEARS THEREAFTER, I
WILL NOT COMPETE DIRECTLY OR INDIRECTLY WITH TCG. AS USED HERE,
"COMPETE" SHALL INCLUDE, BUT NOT BE LIMITED TO:


> ENGAGING IN ANY ACTIVITY ALONE OR WITH OTHERS, AS AN OWNER,
PARTNER, EMPLOYEE, CONSULTANT, INDEPENDENT CONTRACTOR, AGENT,
TRUSTEE, OFFICER, DIRECTOR, STOCKHOLDER OR OTHERWISE, WHICH IS IN
COMPETITION WITH TCG'S BUSINESS, INCLUDING WITH LIMITATION
PROVIDING CONSULTING SERVICES, COMPUTER SYSTEMS OR SOFTWARE,
EXCEPT THAT NOTHING IN THIS PROVISION IS INTENDED TO OR DOES BAR
ME FROM WORKING FOR ANOTHER IT CONSULTING FIRM OR FOR ANOTHER
COMPANY WITH AN IT CONSULTING DIVISION, SO LONG AS ANY SUCH IT
CONSULTING FIRM OR DIVISION FOR WHICH I MAY WORK HAS ANNUAL
REVENUES OF GREATER THAN FIFTY MILLION DOLLARS; PROVIDED,
HOWEVER, THAT NOTHING IN THIS PROVISION IS INTENDED TO OR DOES
BAR YOU FROM OWNING STOCK AS A PASSIVE INVESTOR OF UP TO 1% OF
THE EQUITY SECURITIES OF AN IT CONSULTING FIRM OR A COMPANY WITH
AN IT CONSULTING DIVISION WITH ANNUAL REVENUES OF LESS THAN ...