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                                                                     Exhibit 4.7

                                  divine, inc.

                               Eprise Corporation
                              Amended and Restated
                             1997 Stock Option Plan


                     As Adopted August 20, 1997, and Amended
                       November 1, 1997; August 13, 1998;
               May 12, 1999; September 15, 1999; December 1, 1999;
                    and Amended and Restated January 5, 2000

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                                Table of Contents
                                -----------------

<TABLE>
<S>                                                                                  <C>
1.   PURPOSE; RESTRICTIONS .......................................................    3

2.   EFFECTIVE DATE ..............................................................    3

3.   STOCK COVERED BY THE PLAN ...................................................    4

4.   ADMINISTRATION ..............................................................    4

5.   ELIGIBLE RECIPIENTS .........................................................    4

6.   DURATION OF THE PLAN ........................................................    5

7.   TERMS AND CONDITIONS OF OPTIONS .............................................    5

8.   RESTRICTIONS ON INCENTIVE OPTIONS ...........................................    8

9.   SUSPENSION OF RIGHTS PRIOR TO A DISSOLUTION, REORGANIZATION, ETC. ...........    8

10.  ADJUSTMENT IN SHARES ........................................................    8

11.  INVESTMENT REPRESENTATIONS; TRANSFER RESTRICTIONS ...........................    9

12.  CHANGE IN CONTROL ...........................................................    9

13.  NO EXERCISE OF OPTION IF EMPLOYMENT TERMINATED FOR MISCONDUCT ...............   12

14.  DEFINITIONS .................................................................   13

15.  TERMINATION OR AMENDMENT OF PLAN ............................................   13
</TABLE>

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                                  divine, inc.

                               Eprise Corporation
                              Amended and Restated
                             1997 Stock Option Plan

Explanatory Note
----------------

Pursuant to an Agreement and Plan of Merger, dated as of September 17, 2001,
Eprise Corporation (formerly known as Inner Circle Technologies, Inc.)
("Eprise") became a wholly owned subsidiary of divine, inc., a Delaware
Corporation ("divine"). divine assumed the outstanding options from the Eprise
Corporation Amended and Restated 1997 Stock Option Plan (the "Plan"). Each
outstanding option to purchase shares of Eprise common stock with an exercise
price that, when divided by 2.4233, was greater than $0.59, being the closing
sale price of divine class A common stock on the trading day immediately prior
to the effective time of the merger, became exercisable, at an exercise price of
$0.59, for a number of shares of divine class A common stock equal to the number
of shares of Eprise common stock subject to the Eprise option. Each outstanding
Eprise option with an exercise price that, when divided by 2.4233, was less than
or equal to $0.59, became exercisable, at an exercise price equal to the
exercise price of the Eprise option divided by 2.4233, for a number of shares of
divine class A common stock determined by multiplying the number of shares of
Eprise common stock subject to such Eprise option by 2.4233.

Other than as set forth in the paragraph above, the rights and obligations of
each holder of Eprise options granted pursuant to this plan remain in full force
and effect.

1.   PURPOSE; RESTRICTIONS.

     The purpose of this Plan is to advance the interests of divine, by
strengthening the ability of divine to attract, retain, and motivate key
employees, consultants, and other individual contributors of or to divine or any
present or future parent or subsidiary of divine by providing them with an
opportunity to purchase stock of divine and thereby permitting them to share in
divine's success. It is intended that this purpose will be effected by granting
(i) incentive stock options ("Incentive Options"), which are intended to qualify
under the provisions of Section 422 of the Code (as hereinafter defined), and
(ii) non-statutory stock options ("Nonqualified Options"), which are not
intended to meet the requirements of Section 422 of the Code and that are
intended to be taxed upon exercise under Section 83 of the Code (collectively
referred to as "Options").

2.   EFFECTIVE DATE.

     This Plan was originally adopted on August 20, 1997. As amended and
restated herein, this Plan was adopted on January 5, 2000, which is also the new
Effective Date of the Plan.

<PAGE>

3.   STOCK COVERED BY THE PLAN.

     Subject to adjustment as provided in Sections 9 and 10 below, the maximum
number of shares that may be made subject to Options under this Plan are
4,458,141 shares (the "Shares") of the class A common stock, par value $0.001
per share (the "Common Stock"), of divine. The Shares purchased pursuant to the
exercise of Options under this Plan may, in whole or in part, be either
authorized but unissued Shares or issued Shares reacquired by divine.

4.   ADMINISTRATION.

     This Plan shall be administered by the Compensation Committee of the Board
of Directors (the "Committee") as follows:

     (a) So long as divine is not subject to the Exchange Act (as hereinafter
defined), the Committee shall consist of one or more persons appointed by, and
serving at the pleasure of, the Board of Directors.

     (b) The Plan may be administered by different Committees with respect to
different groups of Participants. If and when the Common Stock is registered
under the Exchange Act, then (x) to the extent that the Board determines it to
be desirable to qualify Options granted hereunder as performance-based
compensation within the meaning of Section 162(m) of the Code, the Plan shall be
administered by a Committee of two or more outside directors within the meaning
of Section 162(m) of the Code or otherwise meeting the requirements of Section
162(m) at such time and (y) to the extent desirable to qualify transactions
hereunder as exempt under Rule 16b-3 of the Exchange Act, the transactions
contemplated hereunder shall be structured to satisfy the requirements for
exemption under Rule 16b-3.

     (c) The Committee shall have the authority, subject to the express
provisions of the Plan, to construe the Plan and the respective Options and
related agreements, to prescribe, amend and rescind rules and regulations
relating to the Plan, to grant Options pursuant to Section 5 and to determine
the terms and provisions of the respective Options and related agreements, and
to make all other determinations in the judgment of the Committee necessary or
desirable for the administration of the Plan. The Committee may correct any
defect or supply any omission or reconcile any inconsistency in the Plan or in
any Option or related agreement in the manner and to the extent it shall deem
expedient to carry the Plan into effect, and it shall be the sole and final
judge of such expediency. No member of the Committee shall be liable for any
action or determination made in good faith.

5.   ELIGIBLE RECIPIENTS.

     Subject to the restrictions of Section 1 above, Options may be granted to
such key employees, consultants, or other individual contributors of or to
divine, including without limitation members of the Board, as are selected by
the Committee (a "Participant"); provided, that only Employees (as defined
below) of divine shall be eligible for grants of Incentive Options.

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6.   DURATION OF THE PLAN.

     This Plan shall terminate ten (10) years from the Effective Date hereof,
unless terminated earlier pursuant to Section 13 below, and no Options may be
granted thereafter.

7.   TERMS AND CONDITIONS OF OPTIONS.

     Options granted under this Plan shall be evidenced by grant forms in such
form and containing such terms and conditions as the Committee shall determine;
provided, however, that such grant forms shall evidence among their terms and
conditions the following:

     (a) PRICE. The purchase price per Share payable upon the exercise of each
Option granted hereunder shall be determined by the Committee at the time the
Option is granted. Subject to Section 7(j)(i), if applicable, the purchase price
per Share payable upon the exercise of each Incentive Option granted hereunder
shall not be less than one hundred percent (100%) of the fair market value per
Share of the Common Stock on the day the Incentive Option is granted. Fair
market value shall be determined in accordance with procedures to be established
in good faith by the Committee. The purchase price per Share payable upon the
exercise of each Nonqualified Option granted hereunder shall be determined by
the Board at the time of the grant. No Share shall be issued for less than its
par value, if any.

     (b) NUMBER OF SHARES. Each grant form shall specify the number of Shares to
which it pertains.

     (c) EXERCISE OF OPTIONS. Each Option shall be exercisable for the full
amount or for any part thereof and at such intervals or in such installments as
the Committee may determine at the time it grants such Option; provided,
however, that no Option shall be exercisable with respect to any Shares later
than ten (10) years after the date of the grant of such Option (or five (5)
years in the case of Incentive Options to which Section 7(j)(ii) applies). An
Option shall be exercisable only by delivery of a written notice to divine's
President, or any other officer of divine designated by the Committee to accept
such notices on its behalf, specifying the number of Shares for which the Option
is exercised and accompanied by either (i) payment or (ii) if permitted by the
Committee, irrevocable instructions to a broker to promptly deliver to divine
full payment in accordance with Section 7(d)(ii) below of the amount necessary
to pay the aggregate exercise price. With respect to an Incentive Option, the
permission of the Committee referred to in clause (ii) of the preceding sentence
must be granted at the time the Incentive Option is granted.

     (d) PAYMENT. Payment shall be made in full (i) at the time the Option is
exercised or (ii) promptly after the Participant forwards the irrevocable
instructions referred to in Section 7(c)(ii) above to the appropriate broker, if
exercise of an Option is made pursuant to Section 7(c)(ii) above. Payment shall
be made either (I) in cash, (II) by check, (III) if permitted by the Committee
(with respect to an Incentive Option, such permission to have been granted at
the time the Incentive Option is granted), by delivery and assignment to divine
of shares of divine stock (A) that have a fair market value (as determined by
the Committee) equal to the exercise price, and (B) except to the extent
otherwise permitted by the Committee in any instance, have been owned by the
Participant (or other person(s) exercising the Participant's rights under this

                                       5

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Plan) for at least six months prior to the date of delivery or deemed delivery
of such shares (or such other period as may be required to avoid a charge to
divine's earnings) or were not acquired, directly or indirectly, from divine and
are acceptable to the Committee, (IV) if permitted by the Committee, as stated
in the grant form evidencing the Option, and to the extent permitted by any
applicable law, by the Participant's recourse promissory note, which note must
be due and payable not more than five (5) years after the date the Option is
exercised, or (V) by a combination of one or more of the foregoing methods. If
shares of divine stock are to be used to pay the exercise price of an Incentive
Option, divine prior to such payment must be furnished with evidence
satisfactory to it that the acquisition of such shares and their transfer in
payment of the exercise price satisfy the requirements of Section 422 of the
Code and other applicable laws. For purposes of this Section and Section 7(e)
below, a deemed delivery of shares shall mean the offset by divine of a number
of shares subject to the Option against an equal number of shares of divine's
stock owned by the Participant, which may be accomplished by attestation by the
Participant as to such shares owned. If shares of Common Stock are to be used to
pay the exercise price of an Incentive Option, divine must be furnished with
evidence satisfactory to it prior to such payment that the acquisition of such
shares and their transfer in payment of the exercise price satisfy the
requirements of Section 422 of the Code and other applicable laws.

     (e) WITHHOLDING TAXES; DELIVERY OF SHARES. divine's obligation to deliver
Shares upon exercise of an Option shall be subject to the Participant's
satisfaction of all applicable federal, state and local income and employment
tax withholding obligations. Without limiting the generality of the foregoing,
divine shall have the right to deduct from payments of any kind otherwise due to
the Participant any federal, state or local taxes of any kind required by law to
be withheld with respect to any Shares issued upon exercise of Options. The
Participant may elect to satisfy such obligation(s), in whole or in part, by (i)
delivering to divine a check for the amount required to be withheld or (ii) if
the Committee in its sole discretion approves in any specific or general case,
through the surrender (by actual or deemed delivery) of shares of Common Stock
that the Participant already owns with a fair market value equal to the amount
required to be withheld and that, except to the extent otherwise permitted by
the Committee in any instance, have been owned by the Participant for at least
six months prior to the date of delivery or deemed delivery of such Shares (or
such other period as may be required to avoid a charge to divine's earnings) or
were not acquired, directly or indirectly, from divine, or (iii) to the extent
of the minimum applicable federal and state withholding rate only, through the
surrender of shares of Common Stock to which the Participant is otherwise
entitled under the Plan, subject to the discretion of the Committee to require
payment in cash if it determines that payment by other methods is not in the
best interests of divine.

     (f) NON-TRANSFERABILITY. Except as the Board may otherwise specify in an
Option Grant (which it shall not do in any Incentive Stock Option), no Option
shall be transferable by the Participant otherwise than by will or the laws of
descent or distribution, and each Option shall be exercisable during the
Participant's lifetime only by the Participant.

     (g) TERMINATION OF OPTIONS. Except to the extent the Committee provides
specifically in a grant form or Option agreement for a lesser period (or a
greater period, in the case of Nonqualified Options only), each Option shall
terminate and may no longer be exercised if the Participant ceases for any
reason to render continuous Service (as hereinafter defined), in accordance with
the following provisions: (i) if the Participant ceases to render Service for
any

                                       6

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reason other than death or Disability (as hereinafter defined), the Participant
may, at any time within a period of three (3) months after the date of such
cessation of Service, exercise the Option to the extent that the Option was
exercisable on the date of such cessation; (ii) if the Participant ceases to
render Service because of Disability, the Participant may, at any time within a
period of one (1) year after the date of such cessation of Service, exercise the
Option to the extent that the Option was exercisable on the date of such
cessation; and (iii) if the Participant ceases to render Service because of
death, the Option, to the extent that the Participant was entitled to exercise
it on the date of death, may be exercised within a period of one (1) year after
the Participant's death by the person or persons to whom the Participant's
rights under the Option pass by will or by the laws of descent or distribution;
provided, however, that no Option may be exercised to any extent by anyone after
the date of its expiration; and provided, further, that Options may be exercised
at any time only as to Shares that at such time are available for acquisition
pursuant to the terms of the applicable grant form or agreement. The Committee
shall have full power and authority to extend the period of time for which a
Nonqualified Option is to remain exercisable following termination of
Participant's Service from the periods set forth in subsection 7(g)(i), (ii) or
(iii) above or in the Option Agreement to such greater time as the Board shall
deem appropriate, provided that in no event shall such Option be exercisable
later than the date of expiration of the term of such Option as set forth in the
Option Agreement.

     (h) RIGHTS AS STOCKHOLDER. A Participant shall have no rights as a
stockholder with respect to any Shares covered by an Option until the date of
issuance of a stock certificate in the Participant's name for such Shares.

     (i) REPURCHASE OF SHARES BY THE COMPANY. Any Shares acquired upon exercise
of an Option may in the discretion of the Committee be subject to repurchase by
or forfeiture to divine if and to the extent and at the repurchase price, if
any, specifically set forth in the option grant form or agreement pursuant to
which the Shares were acquired. Certificates representing Shares subject to such
repurchase or forfeiture may be subject to such escrow and stock legending
provisions as may be set forth in the option grant form or agreement pursuant to
which the Shares were acquired.

     (j) 10% STOCKHOLDER. If any Participant to whom an Incentive Option is
granted pursuant to the provisions of the Plan is on the date of grant the owner
of stock (as determined under Section 424(d) of the Code) possessing more than
10% of the total combined voting power or value of all classes of stock of
divine, its parent, if any, or subsidiaries, then the following special
provisions shall be applicable: (i) The exercise price per Share subject to such
Option shall not be less than 110% of the fair market value of each Share on the
date of grant; and (ii) The Option shall not have a term in excess of five (5)
years from the date of grant.

     (k) CONFIDENTIALITY AGREEMENTS. Each Participant shall execute, prior to or
contemporaneously with the grant of any Option hereunder, divine's then standard
form of agreement, if any, relating to nondisclosure of confidential
information, assignment of inventions and related matters.

     (l) RIGHT TO TERMINATE. Nothing contained in the Plan or in any Option
granted hereunder shall restrict the right of any member of divine to terminate
the employment

                                       7

<PAGE>

of any Participant or other Service by the Participant at any time and for any
reason, with or without notice.

     (m) AUTOMATIC EXERCISE. Unless provided otherwise in the Option grant form,
each Option granted on or after the Effective Date of this restated Plan shall
be deemed to have been exercised in full (to the extent not previously
exercised) on the last day the Option is exercisable if such Option would have a
before-tax net value of at least $200,000 to the holder upon exercise on such
date. Such deemed exercise shall be subject to payment in full of the exercise
price (and all applicable withholding taxes) by any of the methods permitted
pursuant to the Option grant form, but subject to the discretion of the
Committee to require payment in cash if it determines that payment by other
methods is not in the best interests of divine.

8.   RESTRICTIONS ON INCENTIVE OPTIONS.

     Incentive Options granted under this Plan shall be specifically designated
as such and shall be subject to the additional restriction that the aggregate
fair market value, determined as of the date the Incentive Option is granted, of
the Shares with respect to which Incentive Options are exercisable for the first
time by a Participant during any calendar year shall not exceed $100,000. If an
Incentive Option that exceeds the $100,000 limitation of this Section 8 is
granted, the portion of such Option that is exercisable for Shares in excess of
the $100,000 limitation shall be treated as a Nonqualified Option pursuant to
Section 422(d) of the Code. In the event that such Participant is eligible to
participate in any other stock incentive plans of divine, its parent, if any, or
a subsidiary that are also intended to comply with the provisions of Section 422
of the Code, such annual limitation shall apply to the aggregate number of
shares for which options may be granted under all such plans.

9.   SUSPENSION OF RIGHTS PRIOR TO A DISSOLUTION, REORGANIZATION, ETC.

     Prior to any dissolution, liquidation, merger, consolidation, or
reorganization of divine as to which divine will not be the surviving
corporation, or the sale or exchange of substantially all of the Common Stock or
the sale of substantially all of the assets of divine (the "Event"), the Board
or the Committee may decide to terminate each outstanding Option. If the Board
or the Committee so decides, each Option shall terminate as of the effective
date of the Event, but the Board or the Committee shall suspend the exercise of
all outstanding Options a reasonable time prior to the Event, giving each person
affected thereby not less than fourteen days written notice of the date of
suspension, prior to which date such person may purchase in whole or in part the
Shares otherwise available to him as of the date of purchase. For purposes of
this section, the Shares available to any person as of the date of purchase
shall include all Shares issuable under any Accelerated Options of such person,
as defined in Section 12 hereof. If the Event is not consummated, the suspension
shall be removed and all Options shall continue in full force and effect,
subject to their terms.

10.  ADJUSTMENT IN SHARES.

     Appropriate adjustment shall be made by the Committee in the maximum number
of Shares subject to the Plan (including the annual increase set forth in
Section 3 hereof), in the

                                       8

<PAGE>

aggregate Share limit set forth in Section 7(l) hereof, and in the number, kind,
and exercise price of Shares covered by outstanding Options granted hereunder to
give effect to any stock dividends, stock splits, stock combinations,
recapitalizations, and other similar changes in the capital structure of divine
after the Effective Date of the Plan. In the event of a change of the Common
Stock resulting from a merger or similar reorganization as to which divine is
the surviving corporation, the number and kind of Shares that thereafter may be
purchased pursuant to an Option under the Plan and the number and kind of Shares
then subject to Options granted hereunder and the price per Share thereof shall
be appropriately adjusted in such manner as the Committee may deem equitable to
prevent dilution or enlargement of the rights available or granted hereunder.

11.  INVESTMENT REPRESENTATIONS; TRANSFER RESTRICTIONS.

     divine may require Participants, as a condition of purchasing Shares
pursuant to the exercise of an Option, to give written assurances in substance
and form satisfactory to divine to the effect that such person is acquiring the
Shares for the Participant's own account for investment and not with any present
intention of selling or otherwise distributing the same, and to such other
effects as divine deems necessary or appropriate (including without limitation
confirmation that the Participant is aware of any applicable restrictions on
transfer of the Shares, as specified in the bylaws of divine or otherwise) in
order to comply with federal and applicable state securities laws.

12.  CHANGE IN CONTROL.

     (a) For the purpose of this Plan, a Change in Control shall mean:

     (w) The acquisition by any individual, entity, or group (within the meaning
of Sections 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 35 percent or more of either (i) the then outstanding shares of Common Stock
or (ii) the combined voting power of the then outstanding voting securities of
divine entitled to vote generally in the election of the directors (the
"Outstanding divine Voting Securities"); provided, however, that the following
acquisitions shall not constitute a Change in Control: (A) any acquisition
directly from divine; (B) any acquisition by divine or by any corporation
controlled by divine; (C) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by divine or any corporation controlled
by divine; or (D) any acquisition by any corporation pursuant to a consolidation
or merger, if, following such consolidation or merger, the conditions described
in clauses (i), (ii) and (iii) of paragraph (a)(y) of this Section 12 are
satisfied; or

     (x) Individuals who, as of the Effective Date, constitute the Board (the
"Incumbent Board") ceasing for any reason to constitute at least two-thirds of
the Board over any period of 24 consecutive months or less; provided, however,
that any individual becoming a director subsequent to the Effective Date whose
election, or nomination for election by divine's stockholders, was approved by a
vote or resolution of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of either an actual or
threatened election contest (as such

                                       9

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terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange
Act) or other actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board; or

     (y) Adoption by the Board of a resolution approving an agreement of
consolidation of divine with or merger of divine into another corporation or
business entity in each case unless, following such consolidation or merger, (i)
more than sixty percent of, respectively, the then outstanding shares of common
stock of the corporation resulting from such consolidation or merger and/or the
combined voting power of the then outstanding voting securities of such
corporation or business entity entitled to vote generally in the election of
directors (or other persons having the general power to direct the affairs of
such entity) is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Common Stock and Outstanding divine Voting
Securities immediately prior to such consolidation or merger in substantially
the same proportions as their ownership, immediately prior to such consolidation
or merger, of the Common Stock and/or Outstanding divine Voting Securities, as
the case may be, (ii) no Person (excluding divine; any employee benefit plan (or
related trust) of divine or such corporation or other business entity resulting
from such consolidation or merger; and any Person beneficially owning,
immediately prior to such consolidation or merger, directly or indirectly,
thirty-five percent or more of the Common Stock and/or Outstanding divine Voting
Securities, as the case may be) beneficially owns, directly or indirectly,
thirty-five percent or more of, respectively, the then outstanding shares of
common stock of the corporation resulting from such consolidation or merger or
the combined voting power of the then outstanding voting securities of such
corporation or business entity entitled to vote generally in the election of its
directors (or other persons having the general power to direct the affairs of
such entity) and (iii) at least two-thirds of the members of the board of
directors (or other group of persons having the general power to direct the
affairs of the corporation or other business entity) resulting from such
consolidation or merger were members of the Incumbent Board at the time of the
execution of the initial agreement providing for such consolidation or merger;
provided that any right that shall vest by reason of the action of the Board
pursuant to this paragraph (a)(y) shall be divested, with respect to any such
right not already exercised, upon (A) the rejection of such agreement of
consolidation or merger by the stockholders of divine or (B) its abandonment by
either party thereto in accordance with its terms; or

     (z) Adoption by the requisite majority of the whole Board, or by the
holders of such majority of stock of divine as is required by law or by the
Certificate of Incorporation or Bylaws of divine as then in effect, of a
resolution or consent authorizing (i) the dissolution of divine or (ii) the sale
or other disposition of all or substantially all of the assets of divine, other
than to a corporation or other business entity with respect to which, following
such sale or other disposition, (A) more than sixty percent of, respectively,
the then outstanding shares of common stock of such corporation and/or the
combined voting power of the outstanding voting securities of such corporation
or other business entity entitled to vote generally in the election of directors
(or other persons having the general power to direct the affairs of such entity)
is then beneficially owned, directly or indirectly, by all or substantially all
of the individuals and entities who were the beneficial owners, respectively, of
the Common Stock and Outstanding divine Voting Securities immediately prior to
such sale or other disposition in substantially the same proportions as their
ownership, immediately prior to such sale or other disposition, of the

                                       10

<PAGE>

Common Stock and/or Outstanding divine Voting securities, as the case may be,
(B) no Person (excluding divine; any employee benefit plan (or related trust) of
divine or such corporation or other business entity; and any Person beneficially
owning, immediately prior to such sale or other disposition, directly or
indirectly, thirty-five percent or more of the Common Stock and/or Outstanding
divine Voting Securities, as the case may be) beneficially owns, directly or
indirectly, thirty-five percent or more of, respectively, the then outstanding
shares of common stock of such corporation and/or the combined voting power of
the then outstanding voting securities of such corporation or other business
entity entitled to vote generally in the election of directors (or other persons
having the general power to direct the affairs of such entity) and (C) at least
two-thirds of the members of the board of directors (or other group of persons
having the general power to direct the affairs of such corporation or other
entity) were members of the Incumbent Board at the time of the execution of the
initial agreement or action of the Board providing for such sale or other
disposition of assets of divine; provided that any right that shall vest by
reason of the action of the Board or the stockholders pursuant to this paragraph
(a)(z) shall be divested, with respect to any such right not already exercised,
upon the abandonment by divine of such dissolution, or such sale or other
disposition of assets, as the case may be.

     A Change in Control shall not occur upon the mere reincorporation of
divine in another state.

     (b) Unless otherwise expressly provided in the applicable Option Grant,
upon the occurrence of a Change in Control (as defined above), the Board or the
board of directors of any entity assuming the obligations of divine hereunder
(as used in this Section 12, also the Board) shall, as to outstanding Options,
either (i) make appropriate provision for the continuation of such Options by
substituting on an equitable basis for the shares then subject to such Options
either (A) the consideration payable with respect to the outstanding shares of
Common Stock in connection with the Change in Control, (B) shares of stock of
the surviving or successor corporation or (C) such other securities as the Board
deems appropriate, the fair market value of which shall not materially differ
from the fair market value of the shares of Common Stock subject to such Options
immediately preceding the Change in Control; or (ii) upon written notice to the
Participants, provide that all Options must be exercised, to the extent then
exercisable or to be exercisable as a result of the Change in Control, within a
specified number of days of the date of such notice, at the end of which period
the Options shall terminate; or (iii) terminate all Options in exchange for a
cash payment equal to the excess of the fair market value of the Shares subject
to such Options (to the extent then exercisable or to be exercisable as a result
of the Change in Control) over the exercise price thereof. Upon a Change in
Control, any Options granted pursuant to the Plan that are exercisable in
installments shall accelerate so that the Option installment that would
otherwise become exercisable on the next regularly scheduled vesting date shall
become immediately exercisable upon the Change in Control, and any election by
the Board or any assumption of Options under clauses (i), (ii) and (iii) above
shall reflect such accelerated vesting. Notwithstanding the previous sentence,
the Board may, in its discretion, provide acceleration or other rights in
addition to those provided above.

     (c) Upon the occurrence of any Change in Control, the repurchase and other
rights of divine under each outstanding Option shall inure to the benefit of
divine's successor and shall apply to the cash, securities or other property
that the Common Stock was converted into or exchanged for pursuant to such
Change in Control in the same manner and to the same extent as

                                       11

<PAGE>

they applied to the Common Stock subject to such Option; provided, however, that
upon a Change in Control, any Options granted under the Plan that are
exercisable in full, with the underlying Option shares subject to repurchase by
divine according to a vesting schedule, shall be immediately and automatically
amended so that the installment of the underlying Option shares that would
otherwise become a vested installment (and no longer subject to repurchase by
divine) on the next regularly scheduled vesting date shall become immediately
vested upon such Change in Control, and any election by the Board or assumption
of Options under clauses (i), (ii) or (iii) of Section 12(b) above shall reflect
such accelerated vesting; provided further that the Board may, in its
discretion, provide for acceleration or other rights in addition to those
provided above.

13.   NO EXERCISE OF OPTION IF EMPLOYMENT TERMINATED FOR MISCONDUCT

     (a) If the employment of the Employee is terminated for Misconduct (as
defined below):

     (x) an Option that is exercisable in installments shall terminate on the
date of such termination of employment with respect to any shares that have
become exercisable during the period commencing on the date that is six months
prior to the date upon which such Misconduct is determined by the Board of
Directors to have commenced or occurred and shall thereupon not be exercisable
to the extent of such termination; and

     (y) an Option that is fully exercisable upon grant, subject to a right of
divine to repurchase unvested Option shares, shall terminate on the date of such
termination of employment and, in addition, divine shall have the right, but not
the obligation, to repurchase the Option shares that the Employee purchased
within six months prior to the date on which such Misconduct occurred from the
Employee, or his or her legal representatives, as the case may be (the
"Repurchase Right"). The Repurchase Right shall be exercised by divine by giving
the Employee, or his or her legal representatives, written notice of its
intention to exercise the Repurchase Right within three months of the Employee's
termination of employment, and, together with such notice, tendering to the
Employee, or his or her legal representative, an amount equal to the Option
price of the shares. divine may, in exercising the Repurchase Right, designate
one or more nominees to purchase the shares either within or without divine.
Upon timely exercise of the Repurchase Right in the manner provided in this
Section 13(a)(y), Employee, or his or her legal representative, shall deliver to
divine the stock certificate or certificates representing the shares being
repurchased, duly endorsed and free and clear of any and all liens, charges and
encumbrances.

     (b) Misconduct is conduct, as determined by the Board of Directors,
involving one or more of the following: (i) disloyalty, dishonesty or breach of
fiduciary duty to divine; (ii) the commission of an act of embezzlement, fraud,
disloyalty, dishonesty, or deliberate disregard of the rules or policies of
divine that results in loss, damage or injury to divine, whether directly or
indirectly; (iii) the unauthorized disclosure of any trade secret or
confidential information of divine; or (iv) the commission of an act that
constitutes unfair competition with divine or that induces any customer of
divine to withdraw from or not enter into a contract with divine. In making such
determination, the Board of Directors shall act fairly and in utmost good faith
and

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<PAGE>

shall give the Employee an opportunity to appear and to be heard at a hearing
before the Board of Directors or any Committee and present evidence on his or
her behalf. For the purposes of this Section 13, termination of employment shall
be deemed to occur when the Employee receives notice that his or her employment
is terminated.

14.  DEFINITIONS.

     (a) BOARD means the Board of Directors of divine.

     (b) CODE means the Internal Revenue Code of 1986, as heretofore and
hereafter amended, and the regulations promulgated thereunder.

     (c) EXCHANGE ACT means the Securities Exchange Act of 1934, as heretofore
and hereafter amended.

     (d) SERVICE means the performance of work for one or more members of divine
Group as an employee, director, consultant or other individual contributor.

     (e) SUBSIDIARY has the meaning set forth in Section 424(f) of the Code.

15.  TERMINATION OR AMENDMENT OF PLAN.

     The Board may by written action at any time terminate the Plan or make such
changes in or additions to the Plan as it deems advisable without further action
on the part of the stockholders of divine, provided:

     (a) that no such termination or amendment shall adversely affect or impair
any then outstanding Option or related agreement without the consent of the
Participant holding such Option or related agreement; and

     (b) that if the Plan itself shall have been approved by the stockholders of
divine, no such amendment that, pursuant to (i) the Code, (ii) the Exchange Act
or the regulations thereunder, (iii) any rules and regulations of any stock
exchange or consolidated stock price reporting system on which prices for the
Common Stock are quoted at any time or (iv) any other applicable federal, state
or foreign laws, rules and regulations requires action by the stockholders, may
be made without obtaining, or being conditioned upon, stockholder approval.

     With the consent of the Participant affected, the Committee may amend
outstanding Options or related agreements in a manner not inconsistent with the
Plan. The Committee shall have the right to amend or modify the terms and
provisions of the Plan and of any outstanding Incentive Options granted under
the Plan to the extent necessary to qualify any or all such Options for such
favorable federal income tax treatment (including deferral of taxation upon
exercise) as may be afforded incentive stock options under Section 422 of the
Code.

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