<PAGE>
                                                                    Exhibit 10.1

                          REGISTRATION RIGHTS AGREEMENT


         THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of
December 21, 2001, by and among divine, inc., a Delaware corporation (the
"Corporation"), and those individuals listed on Exhibit A attached hereto
(collectively, the "Holders" and each individually, a "Holder").

                                 R E C I T A L S


         A. The Corporation, CoolMetrics, Inc., a Delaware corporation and
wholly-owned subsidiary of the Corporation, SoftMetric, Inc., a Delaware
corporation, and the Holders have entered into that certain Agreement and Plan
of Merger, dated as of the date hereof (the "Merger Agreement"), pursuant to
which the Holders shall receive at the Effective Time (as defined in the Merger
Agreement) up to 5,000,000 shares of Class A Common Stock of the Corporation
(the "Shares") in the aggregate as consideration thereunder, with such Shares
being issued to, and allocated among, the Holders as set forth opposite each
such Holder's name in the appropriate column on Exhibit A hereto.

         B. It is a condition precedent to the Merger Agreement that the
Corporation and the Holders enter into this Agreement;

         C. The Corporation and the Holders desire to enter into this Agreement.

                                   AGREEMENTS


         In consideration of the premises and the mutual covenants herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:

         1. Definitions. As used in this Agreement:

         "Class A Common Stock" means the Class A Common Stock, $0.001 par value
per share of the Corporation.

         "Closing" has the meaning set forth in the Merger Agreement.

         "Commission" means the United States Securities and Exchange Commission
or any successor thereto.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
or any successor federal statute and the rules and regulations promulgated
thereunder, as the same shall be in effect from time to time.

         "Person" means an individual, corporation, partnership, limited
liability company, limited partnership, syndicate, person (including, without
limitation, a "Person" as defined in Section 13(d)(3) of the Exchange Act),
trust, association or entity or government, political subdivision, agency or
instrumentality of a government.

<PAGE>

         "Public Offering" means any offering by the Corporation of its equity
securities to the public pursuant to an effective registration statement under
the Securities Act.

         "Registrable Shares" means at any time (i) any Shares then outstanding;
(ii) any shares of Class A Common Stock then outstanding which were issued as,
or were issued directly or indirectly upon the conversion or exercise of other
securities issued as, a dividend or other distribution with respect or in
replacement of any Shares; and (iii) any shares of Class A Common Stock then
issuable directly or indirectly upon the conversion or exercise of other
securities which were issued as a dividend or other distribution with respect to
or in replacement of any shares referred to in (i) or (ii); provided, however,
that Registrable Shares shall not include any shares (a) which have been
disposed of pursuant to an effective registration statement under the Securities
Act, (b) sold or otherwise transferred in a transaction in which the rights
under the provisions of this Agreement have not been assigned, or (c) which have
been sold under Rule 144. For purposes of this Agreement, a Person will be
deemed to be a holder of Registrable Shares whenever such Person has the
then-existing right to acquire such Registrable Shares (by conversion or
otherwise), whether or not such acquisition actually has been effected.

         "Rule 144" means Rule 144 (including Rule 144(k)) of the Commission
under the Securities Act or any successor provision then in force under the
Securities Act.

         "Securities Act" means the Securities Act of 1933, as amended, or any
successor federal statute and the rules and regulations promulgated thereunder,
as the same shall be in effect from time to time.

         2. Mandatory Registration.

         (a) Within thirty (30) days after the Closing, the Corporation shall
file with the Commission, a registration statement on Form S-3, which shall
register, either by themselves or together with other shares of Class A Common
Stock, the Registrable Shares for resale. The Corporation, with the assistance
of the Holders as reasonably requested by the Corporation, shall promptly
respond to any Commission comments on such registration statement and shall
otherwise use commercially reasonable efforts to cause such registration
statement to be declared effective as soon as practicable.

         (b) The Corporation shall comply with all applicable provisions of and
rules under the Securities Act and state securities laws in the preparation and
filing of such registration statement. Without limiting the foregoing, the
Corporation shall ensure that such registration statement does not, as of its
effective date, contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading (provided that the Corporation shall not be
responsible for the accuracy or completeness of any information relating to any
of the Holders or furnished by any of the Holders in writing for inclusion in
such registration statement).

         3. Registration Procedures. The Corporation will use commercially
reasonable efforts to effect the registration of the Registrable Shares and,
pursuant thereto, the Corporation will as expeditiously as reasonably possible:



                                       2
<PAGE>

         (a) prepare and file with the Commission a registration statement with
         respect to such Registrable Shares and use commercially reasonable
         efforts to cause such registration statement to become and remain
         effective for a period of two (2) years;

         (b) the Corporation shall include a "Plan of Distribution" section in
         the prospectus contained in such registration statement and indicate
         therein that selling stockholders may offer the Registrable Shares from
         time to time in open market transactions (which may include block
         transactions) or otherwise in the over-the-counter market through the
         Nasdaq National Market, in private transactions or in any other manner
         of distribution reasonably requested by the selling stockholders and
         permitted by law and that the selling stockholders may effect such
         transactions by selling the shares to or through broker-dealers or in
         underwritten offerings or as otherwise reasonably requested by the
         selling stockholders and permitted by law.

         (c) prepare and file with the Commission such amendments and
         supplements to such registration statement and the prospectus(es) used
         in connection therewith as may be necessary to comply with the
         provisions of the Securities Act with respect to the disposition of all
         Registrable Shares covered by such registration statement;

         (d) furnish to each of the Holders such number of copies of such
         registration statement, each amendment and supplement thereto, the
         prospectus(es) included in such registration statement (including each
         preliminary prospectus) and such other documents any Holder may
         reasonably request in order to facilitate the disposition of the
         Registrable Shares owned by such Holder;

         (e) notify each of the Holders, at any time when a prospectus relating
         thereto is required to be delivered under the Securities Act, of the
         happening of any event as a result of which the prospectus included in
         such registration statement, as then in effect, contains an untrue
         statement of a material fact or omits any fact necessary to make the
         statements therein not misleading in light of the circumstances under
         which they were made, and, at the request of any Holder, the
         Corporation will promptly prepare and file with the Commission a
         supplement or amendment to such prospectus so that, as thereafter
         delivered to the purchasers of such Registrable Shares, such prospectus
         will not contain any untrue statement of a material fact or omit to
         state any fact necessary to make the statements therein not misleading
         in light of the circumstances under which they were made (and the
         Holders shall suspend the use of the prospectus until the requisite
         changes thereto have been made);

         (f) use commercially reasonable efforts to cause all such Registrable
         Shares to be listed on each securities exchange or market on which the
         Common Stock is then listed;

         (g) use commercially reasonable efforts to cause such Registrable
         Shares to be registered with or approved by such other governmental
         agencies or authorities as may be necessary to consummate the
         disposition of such Registrable Shares;

         (h) provide a transfer agent and registrar for all such Registrable
         Shares not later than


                                       3
<PAGE>


         the effective date of such registration statement;

         (i) enter into such customary agreements (and take such other actions
         as are reasonably required) in order to expedite or facilitate the
         disposition of such Registrable Shares;

         (j) advise each of the Holders, promptly after it shall receive notice
         or obtain knowledge thereof, of the issuance of any stop order by the
         Commission suspending the effectiveness of such registration statement
         or the initiation or threatening of any proceeding for such purpose and
         promptly use all reasonable efforts to prevent the issuance of any stop
         order or to obtain its withdrawal if any such stop order shall be
         issued (and, if such stop order shall be issued, the Holders shall
         suspend the use of the prospectus until it shall be withdrawn); and

         (k) notwithstanding any provision of this Section 3 to the contrary,
         the Corporation shall not be required to amend or supplement a
         prospectus if (i) such amendment or supplement would require the
         Corporation to disclose a material financing, acquisition or other
         transaction then being pursued by the Corporation and the Corporation
         shall determine in good faith that such disclosure is not in the best
         interests of the Corporation or would materially interfere with such
         transaction or (ii) the Corporation shall determine in good faith that
         there is a valid business purpose or reason for suspending the use of
         such prospectus in accordance with Section 3(d) hereof instead of
         making such amendment or supplement; provided that, in either case, the
         suspension of the use of such prospectus shall be for a reasonable
         period not to exceed sixty (60) days in any one (1) year period.

         4. Holders' Representations and Warranties.

         (a) Each Holder severally but not jointly represents and warrants with
respect to himself that he: (i) confirms that, to each such Holder's knowledge,
the Shares were not offered to him by any means of general solicitation or
general advertising; (ii) is acquiring the Shares for his own account, for
investment purposes only, and not with a view towards the sale or other
distribution thereof, in whole or in part, prior to the registration thereof
pursuant to the terms and conditions of this Agreement; (iii) understands that
the Shares have not been registered under the securities laws of any state or
under the Securities Act and are offered in reliance on exemptions therefrom,
that the Shares have not been approved or disapproved by the SEC or by any other
federal or state agency; (iv) understands that, prior to the registration
thereof pursuant to the terms and conditions of this Agreement: (A) there are
restrictions on the transferability of the Shares; (B) owners of the Shares have
only such rights to require the Shares be registered under the Securities Act as
provided in this Agreement; and (C) it may not be possible for him to sell the
Shares and accordingly, he may have to hold the Shares, and bear the economic
risk of this investment for an extended period of time; and (v) is a resident of
the state indicated alongside his name on Exhibit A to the Agreement; and (vi)
is an "accredited investor" as defined in Regulation D promulgated under the
Securities Act.

         (b) Each Holder agrees that the certificates for the Shares received
shall bear the following legend:



                                       4
<PAGE>

                  The Shares represented by this certificate have not been
                  registered under the Securities Act of 1933 or with any state
                  securities commission, and may not be transferred or disposed
                  of by the holder in the absence of a registration statement
                  which is effective under the Securities Act of 1933, as
                  amended, and applicable state laws and rules, or unless,
                  immediately prior to the time set for transfer, such transfer
                  can be effected without violation of the Securities Act of
                  1933, as amended, and other applicable state laws and rules.

In addition, each Holder acknowledges and agrees that the Corporation may place
stop transfer orders with its transfer agents with respect to such certificates.
The appropriate portions of the legend will be removed from the certificates for
the Shares of any applicable Holder promptly upon delivery to the Corporation of
such satisfactory evidence as may be reasonably required by the Corporation that
such legend is not required to ensure compliance with the Securities Act.

         5. Holders' Covenants.

         (a) Each of the Holders shall furnish to the Corporation in writing
such information relating to it as the Corporation may reasonably request in
writing in connection with the preparation of such registration statement, and
each Holder agrees to notify the Corporation as promptly as reasonably
practicable of any inaccuracy or change in information it has previously
furnished to the Corporation or of the happening of any event, in either case as
a result of which any prospectus relating to such registration contains an
untrue statement of a material fact regarding any Holder or the distribution of
such Registrable Shares or omits to state any material fact regarding any Holder
or the distribution of such Registrable Shares required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing, and to promptly furnish to the Corporation any
additional information required to correct and update any previously furnished
information or required such that such prospectus shall not contain, with
respect to any Holder or the distribution of such Registrable Shares, an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing.

         (b) Each of the Holders agrees that, upon receipt of any notice from
the Corporation of the happening of any event of the kind described in Section
3(d), (i) or (j) hereof, each of the Holders will forthwith discontinue
disposition of such Registrable Shares covered by such registration statement or
prospectus until each of the Holders' receipt of the copies of the supplemental
or amended prospectus relating to such registration statement or prospectus, or
until each Holder is advised in writing by the Corporation that the use of the
applicable prospectus may be resumed, and has received copies of any additional
or supplemental filings which are incorporated by reference in such prospectus,
and, if so directed by the Corporation, each Holder will deliver to the
Corporation all copies, other than permanent file copies then in the Holders'
possession, of the prospectus covering the Registrable Shares current at the
time of receipt of such notice provided, that in any case, the suspension of the
use of such prospectus shall be for a reasonable period not to exceed sixty (60)
days in any one year period. Notwithstanding the foregoing, the Holders may from
time to time dispose of the Registrable Shares without using or delivering such
prospectus in connection therewith under Rule 144 or



                                       5
<PAGE>

any other exemption from the requirement of the use and delivery of a prospectus
to potential buyers of securities in connection with such disposition.

         6. Registration Expenses.

         6.1. Corporation's Expenses. All expenses incident to the Corporation's
performance of or compliance with this Agreement, including without limitation
all registration and filing fees, fees and expenses of compliance with
securities, listing fees, printing expenses, messenger and delivery expenses,
and fees and disbursements of counsel for the Corporation and all independent
certified public accountants and other Persons retained by the Corporation (all
such expenses being herein called "Registration Expenses") shall be borne by the
Corporation.

         6.2. Holder's Expenses. Notwithstanding anything to the contrary
contained herein, each Holder shall bear and pay all transfer taxes applicable
to the Registrable Shares sold for each such Holder's account and all fees and
disbursements of counsel such Holder retains in connection with the registration
of Registrable Shares.

         7. Indemnification.

         7.1. By the Corporation. The Corporation agrees to indemnify, to the
fullest extent permitted by law, the Holders and any other holder of Registrable
Shares participating in the registration, and each of their managers, officers
and directors and each Person who controls such holders (within the meaning of
the Securities Act) against all losses, claims, damages, liabilities and
expenses (including without limitation, attorneys' fees) ("Liabilities") caused
by any untrue or alleged untrue statement of material fact contained in any
registration statement, prospectus or preliminary prospectus, or any amendment
thereof or supplement thereto, or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein
not misleading, except insofar as the same are caused by or contained in any
information furnished in writing to the Corporation by such holder expressly for
use therein or by such holder's failure to deliver a copy of the registration
statement or prospectus or any amendments or supplements thereto after the
Corporation has furnished such holder with a sufficient number of copies of the
same. The payments required by this Section 6.1 will be made periodically during
the course of the investigation or defense, as and when bills are received or
expenses incurred.

         7.2. By the Holders. In connection with any registration statement in
which any of the Holders or another holder of Registrable Shares is
participating, each such holder shall furnish to the Corporation in writing such
information and affidavits as the Corporation reasonably requests relating to
information about the holder for use in connection with any such registration
statement or prospectus and, to the fullest extent permitted by law, shall
indemnify the Corporation, its directors and officers and each Person who
controls the Corporation (within the meaning of the Securities Act) against any
Liabilities resulting from any untrue or alleged untrue statement of material
fact contained in the registration statement, prospectus or preliminary
prospectus, or any amendment thereof or supplement thereto, or any omission or
alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, but only to the extent that such
untrue statement or omission related to such holder and is contained in any
information or affidavit so furnished in writing by such



                                       6
<PAGE>

holder specifically for use in such registration statement; provided that the
obligation to indemnify will be several, not joint and several, among such
holders of Registrable Shares, and the liability of each such holder of
Registrable Shares under this Section 6 shall be limited to the net amount
received by such holder from the sale of Registrable Shares pursuant to such
registration statement.

         7.3. Procedure. Any Person entitled to indemnification hereunder shall
(i) give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification, provided any such failure shall not
relieve the indemnifying party of liability hereunder, except to the extent that
the indemnifying party is prejudiced or injured by such failure, and (ii) unless
in such indemnified party's reasonable judgment a conflict of interest between
such indemnified and indemnifying parties may exist with respect to such claim,
permit such indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to the indemnified party. If such defense is assumed,
the indemnifying party will not be subject to any liability for any settlement
made by the indemnified party without its consent (but such consent will not be
unreasonably withheld). An indemnifying party who is not entitled to, or elects
not to, assume the defense of a claim will not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable judgment
of any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such
claim.

         7.4. Contribution. To the extent any indemnification by an indemnifying
party provided for in this Section 6 is prohibited or limited by law, the
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such Liabilities in such proportion as is appropriate to reflect the relative
fault of the indemnifying party and the indemnified party in connection with the
statements or omissions which resulted in such Liabilities, as well as any other
relevant equitable considerations. The relative fault of such indemnifying party
and indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of material fact or omission or
alleged omission to state a material fact, has been made by, or relates to
information supplied by, such indemnifying party or indemnified party, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.

         The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 6.4 were determined solely by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
No Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.

         7.5. Survival. The indemnification and contribution provided for under
this Agreement will remain in full force and effect regardless of any
investigation made by or on behalf of the indemnified party or any officer,
director or controlling Person of such indemnified party and will survive the
transfer of securities.


                                       7
<PAGE>


         8. Compliance with Rule 144. At the request of any Holder if it
proposes to sell securities in compliance with Rule 144 of the Commission, the
Corporation will (i) forthwith furnish to such Holder, upon request, a written
statement of compliance with the filing requirements of the Commission as set
forth in Rule 144, as such rule may be amended from time to time, and (ii) use
its reasonable best efforts to make available to the public and such Holder such
information as will enable such Holder to make sales pursuant to Rule 144.

         9. Lock-Up Agreement. Subject to Section 5.6(c) of the Merger
Agreement, each Holder agrees, during the period commencing on the date hereof
and ending on the first anniversary of the date hereof, not to offer, sell,
contract to sell, pledge or otherwise dispose of, directly or indirectly, more
than twenty-five percent (25%) of the Shares set forth opposite such Holder's
name in the appropriate column on Exhibit A attached hereto, or enter into a
transaction which would have the same effect, or publicly disclose the intention
to make any such offer, sale, pledge or disposal.

         10. Miscellaneous.

         10.1. Other Registration Rights. The Corporation may hereafter grant to
any Person or Persons the right to request the Corporation to register any
equity securities of the Corporation, or any securities convertible or
exchangeable into or exercisable for such securities, without the prior written
consent of the holders of the Registrable Shares.

         10.2. Assignment of Registration Rights. The registration rights of any
Holder under this Agreement with respect to any Registrable Shares may be
assigned to any Person who acquires such Registrable Shares; provided that (a)
such Holder shall give the Corporation written notice at or prior to the time of
such assignment stating the name and address of the assignee and identifying the
shares with respect to which the rights under this Agreement are being assigned;
(b) such assignee shall agree in writing, in form and substance reasonably
satisfactory to the Corporation, to be bound to the same extent and in the same
capacity as such Holder by the provisions of this Agreement; and (c) such
assignee acknowledges, immediately following such assignment, the further
disposition of such securities by such assignee is restricted under the
Securities Act.

         10.3. Successors and Assigns. Except as otherwise expressly provided
herein, all covenants and agreements contained in this Agreement by or on behalf
of any of the parties hereto will bind and inure to the benefit of the
respective permitted successors and assigns of the parties hereto, whether so
expressed or not.

         10.4. Severability. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or
invalid under applicable law, such provision will be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
this Agreement.

         10.5. Descriptive Headings. The descriptive headings of this Agreement
are inserted for convenience of reference only and do not constitute a part of,
and shall not be utilized in interpreting, this Agreement.



                                       8
<PAGE>

         10.6. Notices. All notices, consents, waivers, and other communications
under this Agreement must be in writing and will be deemed to have been duly
given (a) when delivered by hand; (b) when sent by telecopier, provided that a
copy is mailed by U.S. certified mail, return receipt requested; (c) three (3)
days after being sent by Certified U.S. Mail, return receipt requested; or (d)
one (1) day after deposit with a nationally recognized overnight delivery
service, in each case to the appropriate addresses and telecopier numbers set
forth below (or to such other addresses and telecopier numbers as a party may
designate by notice to the other parties):

                           If to the Corporation, to:

                           divine, inc.
                           1301 North Elston Avenue
                           Chicago, Illinois 60622
                           Attention:       General Counsel
                           Telecopy No.     (773) 394-6601

                           with a copy to:

                           Katten Muchin Zavis
                           525 West Monroe Street
                           Suite 1600
                           Chicago, Illinois  60661
                           Attention:       Patrick J. Morris, Esq.
                           Telecopy No.     (312) 902-1061

                           If to the Holders, to:

                           215 Southwest 7th Avenue
                           Ft. Lauderdale, Florida 33312
                           Attention:       Donald E. Saunders
                           Telecopy No.     (011) 65-837-0270

                           with a copy to:

                           Pepper Hamilton LLP
                           1235 Westlakes Drive
                           Suite 400
                           Berwyn, Pennsylvania  19312-2401
                           Attention:       Daniel L. Damstra, Esq.
                           Telecopy No.     (610) 640-7835




                                       9
<PAGE>


                           After January 11, 2002:

                           Pepper Hamilton LLP
                           400 Berwyn Park
                           899 Cassatt Road
                           Berwyn, Pennsylvania  19312-1183
                           Attention:       Daniel L. Damstra, Esq.
                           Telecopy No.     (610) 640-7835

         10.7. Governing Law. All questions concerning the construction,
validity and interpretation of this Agreement, and the performance of the
obligations imposed by this Agreement, shall be governed by the laws of the
State of Delaware applicable to contracts made and wholly to be performed in
that state.

         10.8. Amendments and Waivers. The provisions of this Agreement may be
amended upon the written agreement of the Corporation and the Holders. Any
waiver, permit, consent or approval of any kind or character on the part of any
holders of any provision or condition of this Agreement must be made in writing
and shall be effective only to the extent specifically set forth in writing.

         10.9. Final Agreement. This Agreement, constitutes the complete and
final agreement of the parties concerning the matters referred to herein and
supersedes all prior agreements and understandings.

         10.10. Execution. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, and such counterparts together shall constitute one instrument.

         10.11. No Strict Construction. The language used in this Agreement will
be deemed to be the language chosen by the parties hereto to express their
mutual intent, and no rule of strict construction will be used against any
party.


                   Remainder of Page Intentionally Left Blank
                             Signature Page Follows.


                                       10
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first set forth above.


                                  DIVINE, INC.



                                  By:      /s/ Jude Sullivan
                                     -----------------------------------------
                                  Its:     Vice President
                                      ----------------------------------------



                                  /s/ Mark Fetherolf
                                  --------------------------------------------
                                  Mark Fetherolf


                                  /s/ Robin R. Winner
                                  --------------------------------------------
                                  Robin R. Winner


                                  /s/ Stanley J. Mentzer
                                  --------------------------------------------
                                  Stanley J. Mentzer


                                  /s/ Donald Saunders
                                  --------------------------------------------
                                  Donald Saunders

                                  Hal Carr
                                  David Needle
                                  Robert Needle Trust
                                  W. David Duthie
                                  Kristin Duthie
                                  Mark Smith


                                  By:      /s/ Robin R. Winner
                                     -----------------------------------------
                                           Robin R. Winner
                                           Attorney-in-Fact


<PAGE>
                                   SCHEDULE A

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
              STOCKHOLDER                             ADDRESS                             SHARES IN DIVINE
              -----------                             -------                             ----------------
-----------------------------------------------------------------------------------------------------------------
<S>                                      <C>                                              <C>
Robin R. Winner                          5983 Stovers Mill Road                                761,905
                                         Doylestown, PA 18901

-----------------------------------------------------------------------------------------------------------------
Mark Fetherolf                           1090 North Ocean Boulevard                          1,759,309
                                         Palm Beach, FL 33480
-----------------------------------------------------------------------------------------------------------------
Donald Saunders                                                                                659,741
                                         9 Penang Road
                                         #10-08, Park Mall
                                         Singapore, 238459

                                         Other:
                                         215 Southwest 7th Avenue
                                         Ft. Lauderdale, FL 33312
-----------------------------------------------------------------------------------------------------------------
Stanley J. Mentzer                       1300 Fayette Street                                 1,055,586
                                         Clark 259
                                         Conshohocken, PA 19428
-----------------------------------------------------------------------------------------------------------------
Hal Carr                                 78 Lagare Street                                      131,948
                                         Palm Coast, Florida 32137
-----------------------------------------------------------------------------------------------------------------
W. David Duthie                          Arden 15, Village 2                                    43,983
                                         New Hope, Pennsylvania  18938
-----------------------------------------------------------------------------------------------------------------
Kristin Duthie                           Arden 15, Village 2                                    43,983
                                         New Hope, Pennsylvania  18938
-----------------------------------------------------------------------------------------------------------------
David Needle                             5201 Village Boulevard                                 87,965
                                         West Palm Beach, Florida  33407
-----------------------------------------------------------------------------------------------------------------
Robert Needle Trust                      5201 Village Boulevard                                 87,965
                                         West Palm Beach, Florida  33407
-----------------------------------------------------------------------------------------------------------------
Mark Smith                               1340 Brook Lane                                        43,983
                                         Jamison, Pennsylvania  18929
-----------------------------------------------------------------------------------------------------------------
SHARES FROM TRANSACTION FUNDING POOL :
-----------------------------------------------------------------------------------------------------------------
Mark Fetherolf                           See address above                                      63,750
-----------------------------------------------------------------------------------------------------------------
Donald Saunders                          See address above                                      23,750
-----------------------------------------------------------------------------------------------------------------
Stanley J. Mentzer                       See address above                                      37,500
-----------------------------------------------------------------------------------------------------------------
</TABLE>