BREAKAWAY SOLUTIONS INC
EXHIBIT 10.61
<DOCUMENT>
<TYPE>EX-10.61
<SEQUENCE>17
<FILENAME>a2053050zex-10_61.txt
<DESCRIPTION>EXHIBIT 10.61
<TEXT>

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                                                                  EXHIBIT 10.61



                                                     February 16, 2001

Breakaway Solutions Inc.
Attn: Chief Executive Officer



Dear Sir:

         We are pleased to submit this proposal for Phoenix Management Services,
Inc. ("Phoenix") to assist Breakaway Solutions Inc. ("Breakaway" or the
"Company") in pursuing a course which best achieves Breakaway's current
objectives.

         Phoenix provides hands-on, on-site management advisory and financial
services to firms in transition. Our expertise is in assisting companies in
dealing with the issues Breakaway is presently encountering. Our experience in
dealing with these situations can augment the efforts of the Company's
management team and lead to the desired results for the Company.

         Since 1985, Phoenix has specialized in the financial and
operationally-oriented revitalization of distribution, retail, manufacturing,
service and technology companies. We have provided business assessments,
performed viability analyses, served in interim capacities and have implemented
our recommendations with a sense of urgency for more than 450 clients in both
the private and public sectors.

         We have been involved with firms ranging in size from a few million
dollars in revenue on the small end to in excess of $1 billion. Our focus is on
developing realistic financial forecasts, rationalizing expenses, overcoming
obstacles, identifying opportunities, streamlining operations, developing and
implementing strategic plans, and exploiting market niche. Our successful track
record at managing cash, implementing change, and returning our clients to
profitability differentiates ourselves from some of our competitors.

         Phoenix has an operationally oriented focus that we believe to be
unique in the "consulting" industry. We do not typically refer to ourselves as
consultants. A significant portion of our practice is dedicated to interim
management assignments, where our clients rely on us as an extension of their
project team, or where our professionals assume a slot on the organizational
chart of our client. We don't just make recommendations, we IMPLEMENT - on a
daily basis. We are experienced operational and financial executives, which give
us a unique perspective with regard to this project.



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         We are prepared to provide Tal Briddell as an adviser and Mike Flaa as
interim CFO. As interim CFO, Phoenix will be directly responsible for all
financial activities of the Company, including budgeting, forecasting, cash
management, accounting, collection activities, billing activities, vendor
relations, lender relations and coordination with shareholders and investment
bankers. We are prepared to assume this role immediately and would expect Mike
to report to the CEO as well as the Company's Board of Directors. Tal will be
reporting directly to and, if asked, will serve upon Breakaway's Board.

As compensation for services, Phoenix will bill according to the following
schedule:

         HOURLY COMPENSATION - All work performed by Mike, Tal and any other
         Phoenix professional who may be used on this assignment will be charged
         in accordance with our normal hourly billing rates, which are tiered
         and broken down as follows.

                         President                          $365/hr.
                         Executive Vice Presidents          $295/hr.
                         Senior Vice Presidents             $225/hr. - $265/hr.
                         Vice Presidents                    $165/hr. - $210/hr.
                         Analysts                           $100/hr. - $145/hr.


         Mike Flaa is a Senior Vice President of Phoenix. We are prepared to
         provide Mike for the duration of this engagement, except for vacation
         periods in July, 2001 and the fall when Mike will be reachable by phone
         and/or e-mail. We anticipate that the nature of his services and the
         amount of time involved will be reduced after Breakaway hires a new
         permanent CFO.


         WEEKLY RETAINER - As compensation for the administrative and support
         time and expenses typically required (fax, computer, e-mail,
         administrative staff time, liability insurance, etc.), we will charge a
         weekly retainer of $1,500.00.

         STOCK INCENTIVES - Phoenix, as a performance incentive, will be granted
         warrants or non-qualified stock options to purchase 1.25% of
         Breakaway's common stock on a fully diluted basis after giving effect
         to the contemplated purchase of preferred stock by SCP under the Series
         A Preferred Stock Purchase Agreement dated February 16, 2001. The
         strike price on the warrants will be $.70, and they will expire five
         years from issuance. These warrants or options will vest in equal
         amounts over a period of 18 months, starting on March 31, 2001. They
         will be documented separately and will be subject to the development of
         mutually acceptable language.

         EXPENSES - Normal reasonable out-of-pocket operating and travel
         expenses will be billed at cost.


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         Detailed invoices will be issued weekly to help you monitor the cost of
the engagement. Invoices are payable upon receipt.

         This agreement may be cancelled with six weeks advance written notice,
however, the indemnification and option agreement will continue in force in
accordance with their respective terms.

         We can begin this assignment immediately upon receipt of a $40,000
deposit, a signed copy of this letter, and our standard indemnification
agreement signifying your understanding and agreement with the above. The
deposit is essentially payment in advance for the final invoice, and any
residual deposit will be promptly returned at the end of the engagement or upon
termination. Further, it is agreed that Phoenix Management Services, Phoenix
Capital Resources, or any other Phoenix related entity has the right to include
the services provided under this engagement letter in Phoenix publications and
promotional materials.

         We appreciate the confidence that you have expressed in Phoenix and
look forward to working with you and assisting you during this critical period.


Very truly yours,




Michael E. Jacoby
Executive Vice President


READ, AGREED AND ACCEPTED BY BREAKAWAY SOLUTIONS INC, WITH EFFECT AS OF FEBRUARY
16, 2001:

/s/ William Loftus
--------------------------------------
Mr. William Loftus, CEO


--------------------------------------
Date: June 6, 2001





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                      CONSENT, RELEASE, AND INDEMNIFICATION

         Whereas, Breakaway Solutions Inc. (the "Company") would like to retain
the services of Phoenix Management Services, Inc. to assist the Company in
achieving its objectives.

         Now, therefore, in consideration of Phoenix's agreement to perform such
services in good faith and in the exercise of its best efforts, the Company and
its subsidiaries hereby consent and agree to have Phoenix perform such services,
releases and waives any and all claims which it may have or claim to have in the
future against Phoenix, its principals, employees or agents arising out of the
performance of such services, and agrees to indemnify, hold harmless and defend
Phoenix, its principals, employees or agents against any and all claims, demands
or suits by the Company, its subsidiaries, or any directors, officers,
employees, shareholders, customers, representatives, or vendors or subject
developments arising out of the performance of such services, provided however
that no release shall be granted nor indemnification provided if it is a result
of Phoenix's willful misconduct or gross negligence in the performance of its
services.

         Intending to be bound hereby, the undersigned, have set their hands and
seal this _____ day of _________________, 2001.



BREAKAWAY SOLUTIONS INC.:
                                                        WITNESS

By:      _______________________            By:         _____________________

Name:    _______________________            Name:       _____________________

Title:   _______________________            Title:      _____________________


Date:    _______________________            Date:       _______________________












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