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                                                                     Exhibit 4.5

                                  divine, inc.

                               Eprise Corporation
            2000 Non-Employee ("Eligible") Director Stock Option Plan
                            (Reverse Vested Options)

                         Eligible Director Option Grant

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 2000 Non-Employee Director 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 agreement remain in
full force and effect.

     This non-incentive stock option, granted as of ____________ ___, 20___ (the
"Option") is granted by divine to ____________ (the "Optionee"), a non-employee
director of divine. Capitalized terms used and not defined herein shall have the
respective meanings defined in the Plan.

1.   Shares Subject to Option

     Pursuant to the provisions of the Plan, divine hereby grants to the
Optionee an option to purchase ____ shares (the "Optioned Shares") of its class
A common stock, par value $0.001 per share (the "Common Stock"), at a price of
$_________ per share (the "Option Price"), in accordance with and subject to all
the terms and conditions of the Plan and subject to the terms and conditions
hereinafter set forth. The Plan and any amendments are hereby incorporated by
reference and made a part hereof.

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2.   Term and Exercise of Option

     Except as otherwise provided in the Plan, or in this Option, the Option
shall terminate at the close of business ten years from the date of grant (the
"Term") and may be exercised only by the Optionee or, to the extent provided in
Sections 4(c) or 5 hereof, by his or her legal representative or transferee.

     This Option shall be exercisable in full as of the date hereof, subject to
divine's right to repurchase unvested Optioned Shares as set forth in Section 3
below. This Option may be exercised from time to time, in whole or in part,
during the period that it is exercisable, by payment of the Option Price of each
share purchased. The Option Price of each share purchased shall be paid in cash,
or by delivery or deemed delivery of other shares of divine's Common Stock owned
by the Optionee with a fair market value equal to the exercise price of the
Optioned Shares to be purchased, or by withholding by divine of the number of
shares of its Common Stock otherwise issuable upon exercise of the installment
with a fair market value equal to the exercise price of the Optioned Shares
(including such withheld shares) to be purchased, or by delivery of irrevocable
instructions to a broker promptly to pay to divine the exercise price of the
Optioned Shares to be purchased, or in any combination of the forms of payment.
For purposes of this Option, a deemed delivery of shares shall mean the offset
by divine of a number of Optioned Shares against an equal number of shares of
divine's Common Stock owned by the Optionee, which may be accomplished by
attestation by the Optionee, in the form attached hereto as Exhibit A, as to
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such shares owned. If, however, the Committee established pursuant to the Plan
determines in good faith that an exercise of an Option through the delivery or
deemed delivery or withholding of shares of divine's Common Stock or through
delivery of irrevocable instructions to a broker is not in the best interest of
divine, the Committee may withhold the right to so exercise the Option and
require payment of the purchase price in cash.

     divine, upon fulfillment of the requirements for exercise, including
receipt of the payment of the purchase price, shall deliver the shares purchased
hereunder to the Option holder (or, if there are multiple holders, to each
holder in accordance with his, her or its respective interest), provided,
however, that divine reserves the right to retain control over unvested Optioned
Shares ("Unvested Shares"), which such Unvested Shares shall be held in the name
of Optionee in book form by divine until such time as such Unvested Shares vest
in accordance with this Option. Notwithstanding any such delivery of shares, the
Optionee and each Option holder other than the Optionee shall jointly and
severally indemnify divine against any tax arising in consequence of the
exercise of the Option which is the liability of the Optionee or of such Option
holder but for which divine is required to account under the laws of any
relevant territory; provided that no Option holder other than the Optionee shall
be liable under this paragraph for any greater amount than the value of the
shares actually delivered to such holder under the Option. divine may recover
any amount due under this paragraph in any manner including, but not limited to,
any of the methods of payment for the shares permitted under this Option.

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     If this Option would have a before-tax net value of at least $200,000 to
the Optionee upon exercise, then the Optionee shall be deemed to have exercised
the Option in full (to the extent not previously exercised) on the last day that
this Option is exercisable. 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 this Option, 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.

3.   divine's Right to Repurchase Unvested Shares; Restrictions on Transfer of
Unvested Shares

     (a)   If Optionee ceases to be a member of Eprise's board of directors,
divine shall have the right to repurchase unvested Optioned Shares, to the
extent such shares have been purchased by Optionee as of the date Optionee
ceases to be a member of the board or are purchased during the period permitted
under Section 4 hereof, subject to the terms of this Section 3. divine shall
have no right to repurchase Vested Installments of Optioned Shares at any time.

     (i)   While Optionee continues to serve as a director of Eprise, the
Optioned Shares shall vest in installments ("Vested Installments") on the
following dates:

           Date                            Number of Shares
           ----                            ----------------





Vesting shall occur whether or not Optionee has actually exercised the Option
with respect to a Vested Installment, and unexercised Optioned Shares that are
part of a Vested Installment as set forth above shall be deemed fully vested
upon exercise, if any.

     (ii)  The Optioned Shares acquired under this Agreement shall be subject to
a right (but not an obligation) of repurchase by divine (the "Right of
Repurchase"). The Right of Repurchase shall be exercisable only with respect to
Unvested Shares, and only during the 90-day period following the date the
Optionee ceases to serve on Eprise's board for any reason, with or without
cause, including (without limitation) death or disability as the latter term is
defined in Section 23(e)(2) of the Code ("Disability").

     (iii) Notwithstanding anything in this Section 3(a) to the contrary, if the
services of an Optionee as an Eligible Director are terminated for Misconduct
(as defined in Section 10 of the Plan), divine may repurchase any Optioned
Shares, vested or unvested, that were purchased by the Optionee at any time
during the six-month period preceding the date on which such Misconduct
occurred.

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     (iv)  If divine exercises its Right of Repurchase, it shall pay the
Optionee an amount per share equal to the Option Price of the Unvested Shares
being repurchased, as set forth in Section 1 above.

     (v)   The Right of Repurchase shall be exercisable only by written notice
delivered to the Optionee prior to the expiration of the 90-day period specified
in clause (a)(ii) above. The notice shall set forth the date on which the
repurchase is to be effected. Such date shall not be more than 30 days after the
date of the notice. The certificate(s) representing the Unvested Shares to be
repurchased shall, prior to the close of business on the date specified for the
repurchase, be delivered to divine properly endorsed for transfer. divine shall,
concurrently with the receipt of such certificate(s), pay to the Optionee the
purchase price determined according to clause (a)(iv) above and deliver a
balancing certificate, if necessary, for any Optioned Shares that are not
repurchased. Payment shall be made in cash or by check or by canceling
indebtedness to divine incurred by the Optionee in the purchase of the Optioned
Shares. The Right of Repurchase shall terminate with respect to any Unvested
Shares for which it has not been timely exercised pursuant to this clause
(a)(v).

     (vi)  In the event of the declaration of a stock dividend, a spin-off, a
stock split, a recapitalization, or a similar transaction affecting divine's
outstanding securities without receipt of consideration, any new, substituted,
or additional securities or other property (including money paid other than as
an ordinary cash dividend) that are by reason of such transaction distributed
with respect to any Unvested Shares or into which such Unvested Shares thereby
become convertible shall immediately be subject to the Right of Repurchase.
Appropriate adjustments to reflect the distribution of such securities or
property shall be made to the number and/or class of the Unvested Shares.
Appropriate adjustments shall also, after each such transaction, be made to the
Option Price per share in order to reflect any change in divine's outstanding
securities effected without receipt of consideration therefor; provided,
however, that the aggregate purchase price payable for the Unvested Shares shall
remain the same.

     (vii) If divine makes available, at the time and place and in the amount
and form provided in this Option, the consideration for the Unvested Shares to
be repurchased in accordance with this Section 3, then after such time the
person from whom such Unvested Shares are to be repurchased shall no longer have
any rights as a holder of such Unvested Shares (other than the right to receive
payment of such consideration in accordance with this Agreement). Such Unvested
Shares shall be deemed to have been repurchased in accordance with the
applicable provisions hereof, whether or not the certificate(s) therefor have
been delivered as required by this Agreement.

     (b)   Except as permitted in the paragraph below, the Optionee shall not
sell, assign, pledge, or in any manner transfer any Unvested Shares or any right
or interest therein, whether voluntarily or by operation of law, or by gift or
otherwise. If the owner of any Unvested Shares fails to comply with the
provisions of this Option in respect of any Unvested Shares in any regard,
divine at its option and in addition to its other

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remedies, may suspend the rights to vote or to receive dividends on the Unvested
Shares, and may refuse to register on its books any transfer of the Unvested
Shares or otherwise to recognize any transfer or change in the ownership thereof
or in the right to vote thereon, until these provisions are complied with to the
satisfaction of divine.

     The restrictions on transfer in this Section 3(b) shall not be applicable
to (i) a gratuitous transfer of the Unvested Shares made to a Permitted
Transferee (as defined below), or (ii) a transfer of title to the Unvested
Shares effected pursuant to the Optionee's will or the laws of intestate
succession; provided that each person (other than divine) to whom the Unvested
Shares are transferred by means of one of the permitted transfers specified in
this Section must, as a condition precedent to the validity of such transfer,
acknowledge in writing to divine that such person is bound by the provisions of
this Option and that the transferred Unvested Shares are subject to (x) divine's
repurchase right granted hereunder and (y) the lock-up provisions of Section 9
of this Option, to the same extent such Unvested Shares would be so subject if
retained by the Optionee. The term "Optionee," as used in this Section 3, shall
include the Optionee and all subsequent holders of the Unvested Shares who
derive their chain of ownership through a permitted transfer from the Optionee
in accordance with this Section 3(b).

     As used herein, a "Permitted Transferee" of an Optionee shall mean (i) any
child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former
spouse, sibling, niece, nephew, mother-in-law, father-in-law, daughter-in-law,
son-in-law, sister-in-law, or brother-in-law (including adoptive relationships),
any person sharing the Optionee's household (other than a tenant or employee), a
trust in which these persons have more than fifty percent of the beneficial
interest, a foundation in which these persons (or the Optionee) control the
management of assets, and any other entity in which these persons (or the
Optionee) own more than fifty percent of the voting interests or (ii) the
beneficial owner of the shares for which the Optionee acts as trustee. In the
event of any transfer to a Permitted Transferee, prompt written notice of the
transfer shall be delivered by the Optionee to divine.

4.   Terms and Conditions of Exercise

     Each exercise and purchase of shares pursuant to the Option shall cease to
be exercisable at the end of the Term and shall be subject to the following
terms and conditions:

     (a)  Options granted to an Optionee shall cease to be exercisable three
months after the date of termination of such Optionee's service as an Eligible
Director for any reason other than death, Disability or Misconduct. Termination
of service for a reason other than death or Disability shall be deemed to occur
when the Optionee receives notice that his or her service is terminated.

     (b)  Options granted to an Optionee shall cease to be exercisable twelve
months after the date such Optionee ceases to be an Eligible Director on account
of Disability.

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     (c)  If the Optionee dies, then his legal representative or the person or
persons to whom his rights under the Option shall pass by will or by the
applicable laws of descent and distribution or (if this Option was transferred
prior to his death by the Optionee pursuant to Section 4 of this Option) any
transferees of the Optionee shall be entitled to exercise the Option within
twelve months after the date of the Optionee's death.

     (d)  Options granted to an Optionee shall cease to be exercisable
immediately upon termination of the Optionee's services as an Eligible Director
for Misconduct (as defined in Section 10 of the Plan).

     (e)  The recipient of any shares delivered under this Option shall hold the
Optioned Shares for investment and not with a view to, or for resale in
connection with, any public distribution of such shares, and if requested, shall
deliver to divine appropriate certificates to that effect. The restriction shall
terminate upon the registration of such shares under federal and state
securities laws.

     (f)  In the event that divine, upon the advice of counsel, deems it
necessary to list upon official notice of issuance any shares to be issued
pursuant to the Plan on a national securities exchange or to register under the
Securities Act of 1933 or other applicable federal or state statute any shares
to be issued pursuant to the Plan, or to qualify any such shares for exemption
from the registration requirements of the Securities Act of 1933 under the Rules
and Regulations of the Securities and Exchange Commission or for similar
exemption under state law, then divine shall notify the Optionee to that effect
and no Optioned Shares shall be issued until such registration, listing or
exemption has been obtained. divine shall make prompt application for any such
registration, listing or exemption pursuant to federal or state law or rules of
such securities exchange which it deems necessary and shall make reasonable
efforts to cause such registration, listing or exemption to become and remain
effective.

5.   Option Transferable

     Except as provided in this Section 5, this Option may not be transferred by
the Optionee or by operation of law other than by will or by the laws of descent
and distribution and it may be exercised during the lifetime of the Optionee
only by him or her.

     This Option is transferable (subject to any terms and conditions imposed by
the Committee) by the Optionee, to one or more Permitted Transferees. Following
any transfer permitted pursuant to this paragraph, of which the Optionee has
notified the Committee in writing, such Option may be exercised or shall be held
by the Permitted Transferee(s), subject to all terms and conditions of the
Option.

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6.   Right to Terminate

     Nothing contained in this Option or the Plan shall entitle the Optionee to
remain a director of Eprise or an Eligible Director under the Plan.

7.   Dissolution or Reorganization

     Subject to Section 8 below, prior to dissolution, liquidation, merger,
consolidation, or reorganization of divine (the "Event"), the Board may decide
to terminate each outstanding option. If the Board so decides, each option shall
terminate as of the effective date of the Event, but the Board shall suspend the
exercise of all outstanding options a reasonable time prior to the Event, giving
the Optionee not less than fourteen days written notice of the date of
suspension, prior to which the Optionee may purchase in whole or in part the
Optioned Shares available to him or her as of the date of receipt of the notice.
If the Event is not consummated, the suspension shall be removed and all options
continue in full force and effect, subject to the terms of their respective
option grants.

8.   Change in Control

     Notwithstanding anything to the contrary in the Plan or in this Option (but
subject to the provisions of this Section 8), upon the occurrence of a Change in
Control (as defined in the Plan) of divine, all unvested Optioned Shares shall
be accelerated and vest immediately on the date of occurrence of a Change in
Control, and divine's right of repurchase set forth in Section 3 hereof and the
restrictions on transfer set forth in Section 3 hereof shall expire as to all
Optioned Shares.

                                         divine, inc.

                                         By:____________________________________
                                            Its:________________________________



Attest: _________________________
        Title:

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                                    Exhibit A
                                    ---------

                                  divine, inc.

                               Eprise Corporation
            2000 Non-Employee ("Eligible") Director Stock Option Plan
                            (Reverse Vested Options)

                         Attestation of Stock Ownership

     For the purpose of exercising an option (the "Option") to purchase stock of
divine, inc. ("divine"), and using shares of common stock of divine ("Stock") to
pay the purchase price, the Option Holder (identified below) certifies and
attests as follows:

     1.   The Option Holder attests to the ownership of the shares represented
by the certificate(s) listed below, or attests to the beneficial ownership of
the shares held in the name of the broker, as indicated in the attached copy of
the broker statement (the "Payment Shares"), and is hereby deemed to tender such
shares to divine.

     2.   Although divine has not required the Option Holder to make actual
delivery of certificates representing the Payment Shares, as a result of which
the Option Holder (and the joint owner, if any, of the Payment Shares listed
below) will retain ownership of the Payment Shares, the Option Holder represents
that he/she, with the consent of the joint owner (if any) of the Payment Shares,
has full power to deliver and convey certificates representing the Payment
Shares to divine and therefore could have caused divine to become sole owner of
the Payment Shares. The joint owner, by signing this form, consents to the above
representations and the exercise of the Option by this notice.

     3.   The Option Holder certifies to having ownership of the Payment Shares
for at least six months prior to the exercise of the Option, and certifies that
the Payment Shares have not been used or acquired in a stock-for-stock swap
transaction within the six moths preceding the date of exercise of the Option.

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List certificate(s) and number of Payment Shares, AND/OR attach copy of broker
statement:

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                 Common Stock                             Number of Shares
              Certificate Number                              Covered

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 Print name of Option Holder: _______________________________________

 Signature of Option Holder: ________________________________________

 Print name of Joint Owner: _________________________________________

 Signature of Joint Owner: __________________________________________

 Date of Option Exercise: ___________________________________________

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