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                                                                    Exhibit 4.11

                                  divine, inc.

                         Inner Circle Technologies, Inc.
                             1994 Stock Option Plan

Explanatory Note
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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 Inner
Circle Technologies, Inc. 1994 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.

     This Plan is intended to provide incentives: (a) to the officers and other
employees of divine, its parent (if any) and any present or future subsidiaries
of divine (collectively, "Related Corporations") by providing them with
opportunities to purchase stock in divine pursuant to options granted hereunder
that qualify as "incentive stock options" ("ISO" or "ISOs") under Section
422A(b) of the Internal Revenue Code of 1986, as amended from time to time (the
"Code"); (b) to directors, officers, employees and consultants of divine and
Related Corporations by providing them with opportunities to purchase stock in
divine pursuant to options granted hereunder that do not qualify as ISOs
("Non-Qualified Option" or "Non-Qualified Options"); (c) to directors, officers,
employees and consultants of divine and Related Corporations by providing them
with awards of stock in divine ("Awards"); and (d) to directors, officers,
employees and consultants of divine and Related Corporations by providing them
with opportunities to make direct purchases of stock in divine ("Purchases").
Both ISOs and Non-Qualified Options are referred to hereafter individually as an
"Option" and collectively as "Options." Options, Awards and authorization to
make Purchases are referred to hereinafter collectively as "Stock Rights." As
used herein, the terms "parent" and "subsidiary" mean "parent corporation" and
"subsidiary corporation," respectively, as those terms are defined in Section
425 of the Code.

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2.   ADMINISTRATION OF THE PLAN.

     A.   BOARD OR COMMITTEE ADMINISTRATION. The Plan shall be administered by
the Board of Directors of divine (the "Board"). The Board may appoint a Stock
Plan Committee (the "Committee") of three or more of its members to administer
this Plan. If the Committee has been so appointed, no member of the committee,
while a member, shall be eligible to participate in the Plan. Hereinafter, all
references in this Plan to the "Committee" shall mean the Board if no Committee
has been appointed. Subject to ratification of the grant or authorization of
each Stock Right by the Board (if so required by applicable state law), and
subject to the terms of the Plan, the Committee shall have the authority to (i)
determine the employees of divine and Related Corporations (from among the class
of employees eligible under paragraph 3 to receive ISOs) to whom ISOs may be
granted, and to determine (from among the class of individuals and entities
eligible under paragraph 3 to receive Non-Qualified Options and Awards and to
make Purchases) to whom Non-Qualified Options, Awards and authorizations to make
Purchases may be granted; (ii) determine the time or times at which Options or
Awards may be granted or Purchases made; (iii) determine the option price of
shares subject to each Option, which price shall not be less than the minimum
price specified in paragraph 6, and the purchase price of shares subject to each
Purchase; (iv) determine whether each Option granted shall be an ISO or a
Non-Qualified Option; (v) determine (subject to paragraph 7) the time or times
when each option shall become exercisable and the duration of the exercise
period; (vi) determine whether restrictions such as repurchase options are to be
imposed on shares subject to Options, Awards and Purchases and the nature of
such restrictions, if any, and (vii) interpret the Plan and prescribe and
rescind rules and regulations relating to it. If the Committee decides to issue
a Non-Qualified Option, it shall take whatever actions it deems necessary, under
Section 422A of the Code and the regulations promulgated thereunder, to ensure
that such Option is not treated as an ISO. The interpretation and construction
by the Committee of any provisions of the Plan or of any Stock Right granted
under it shall be final unless otherwise determined by the Board. The Committee
may from time to time adopt such rules and regulations for carrying out the Plan
as it may deem best. No member of the Board or the Committee shall be liable for
any action or determination made in good faith with respect to the Plan or any
Stock right granted under it.

     B.   COMMITTEE ACTIONS. The Committee may select one of its members as its
chairman, and shall hold meetings at such times and places as it may determine.
Acts by a majority of the Committee, or acts reduced to or approved in writing
by a majority of the members of the Committee, shall be the valid acts of the
Committee. From time to time the Board may increase the size of the Committee
and appoint additional members thereof, remove members (with or without cause)
and appoint new members in substitution therefor, fill vacancies however caused,
or remove all members of the Committee and thereafter directly administer the
Plan.

     C.   GRANT OF STOCK RIGHTS TO BOARD MEMBERS. Stock Rights may be granted to
members of the Board, but any such grant shall be made and approved in
accordance with paragraph 2(D), if applicable. All grants of Stock Rights to
members of the Board shall in all other respects be made in accordance with the
provisions of the Plan applicable to other eligible persons. Members of the
Board who are either (i) eligible for Stock Rights pursuant to the Plan or (ii)
have been granted Stock Rights may vote on any matters affecting the

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administration of the Plan or the grant of any Stock Rights pursuant to the
Plan, except that no such member shall act upon the granting to him or herself
of Stock Rights, but any such member may be counted in determining the existence
of a quorum at any meeting of the Board during which action is taken with
respect to the granting to him or her of Stock Rights.

     D.   COMPLIANCE WITH FEDERAL SECURITIES LAWS. In the event divine registers
any class of any equity security pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), any grant of Stock Rights
to a member of the Board (made at any time from the effective date of such
registration until six months after the termination of such registration) must
be approved by a majority vote of the other members of the Board; provided,
however, that if a majority of the Board is eligible for selection to
participate in the Plan or in any other stock option or other stock plan of
divine or any of its affiliates, or has been so eligible at any time within the
preceding year, any grant of Stock Rights to a member of the Board must be made
by, or only in accordance with the recommendation of, the Committee or a
committee consisting of three or more persons, who may but need not be directors
or employees of divine, appointed by the Board but having full authority to act
in the matter, none of whom is eligible to participate in the Plan or any other
stock option or other stock plan of the divine or any of its affiliates, or has
been so eligible at any time within the preceding year. The requirements imposed
by the preceding sentence shall also apply with respect to grants to officers
who are not also directors. Once appointed, such committee shall continue to
serve until otherwise directed by the Board.

3.   ELIGIBLE EMPLOYEES AND OTHERS.

     ISOs may be granted to any employee of divine or any Related Corporation.
Those officers and directors of divine who are not employees may not be granted
ISOs under the Plan. Non-Qualified Options, Awards and authorizations to make
Purchases may be granted to any employee, officer or director (whether or not
also an employee) or consultant of divine or any Related Corporation. The
Committee may take into consideration a recipient's individual circumstances in
determining whether to grant an ISO, a Non-Qualified option, an Award or an
authorization to make a Purchase. The grant of any Stock Right to any individual
or entity shall neither entitle that individual or entity to, nor disqualify
that individual from, participating in any other grant of Stock Rights.

4.   STOCK.

     The stock subject to Options, Awards and Purchases shall be authorized but
unissued shares of the class A common stock of divine, par value $0.001 per
share (the "Common Stock"), or shares of Common Stock reacquired by divine in
any manner. The aggregate number of shares that may be issued pursuant to the
Plan is 950, subject to adjustment as provided in paragraph 13. Any such shares
may be issued as ISOs, Non-Qualified Options or Awards, or to persons or
entities making Purchases, so long as the number of shares so issued does not
exceed such number, as adjusted. If any Option granted under the Plan shall
expire or terminate for any reason without having been exercised in full or
shall cease for any reason to be exercisable in whole or in part, or if divine
shall reacquire any unvested shares issued pursuant to Awards or Purchases, the
unpurchased shares subject to such Options and any unvested shares so

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reacquired by divine shall again be available for grants of Stock Rights under
the Plan. divine will not be issuing additional shares except as provided in
paragraph 13.

5.   GRANTING OF STOCK RIGHTS.

     Stock Rights may be granted under the Plan at any time after March 17,
1994, and prior to March 16, 2004. The date of grant of a Stock Right under the
Plan will be the date specified by the Committee at the time it grants the Stock
Right; provided, however, that such date shall not be prior to the date on which
the Committee acts to approve the grant. The Committee shall have the right,
with the consent of the optionee, to convert an ISO granted under the Plan to a
Non-Qualified Option pursuant to paragraph 16.

6.   MINIMUM OPTION PRICE; ISO LIMITATIONS.

     A.   PRICE FOR NON-QUALIFIED OPTIONS. The exercise price per share
specified in the agreement relating to each Non-Qualified Option granted under
the Plan shall in no event be less than the lesser of (i) the book value per
share of Common Stock as of the end of the fiscal year of divine immediately
preceding the date of such grant, or (ii) fifty percent (50%) of the f air
market value per share of Common Stock on the date of such grant.

     B.   PRICE FOR ISOS. The exercise price per share specified in the
agreement relating to each ISO granted under the Plan shall not be less than the
fair market value per share of Common Stock on the date of such grant. In the
case of an ISO to be granted to an employee owning stock possessing more than
ten percent (10%) of the total combined voting power of all classes of stock of
divine or any Related Corporation, the price per share specified in the
agreement relating to such ISO shall not be less than one hundred ten percent
(110%) of the fair market value per share of Common Stock on the date of grant.

     C.   $100,000 ANNUAL LIMITATION ON ISOS. Each eligible employee may be
granted ISOs only to the extent that, in the aggregate under this Plan and all
incentive stock option plans of divine And any Related Corporation, such ISOs do
not become exercisable for the first time by such employee during any calendar
year in a manner that would entitle the employee to purchase more than $100,000
in fair market value (determined at the time the ISOs were granted) of Common
Stock in that year. Any options granted to an employee in excess of such amount
will be granted as Non-Qualified Options.

7.   OPTION DURATION.

     Subject to earlier termination as provided in paragraphs 9 and 10, each
Option shall expire on the date specified by the Committee, but not more than
(i) ten years and one day from the date of grant in the case of Non-Qualified
Options,(ii) ten years from the date of grant in the case of ISOs generally, and
(iii) five years from the date of grant in the case of ISOs granted to an
employee owning stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of divine or any Related
Corporation. Subject to earlier termination as provided in paragraphs 9 and 10,
the term of each ISO shall be the term set forth in the original instrument
granting such ISO, except with respect to any part of such ISO that is converted
into a Non-Qualified Option pursuant to paragraph 16.

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8.   EXERCISE OF OPTION.

     Subject to the provisions of paragraphs 9 through 12, each Option granted
under the Plan shall be-exercisable as follows:

     A.   VESTING. The Option shall either be fully exercisable on the date of
grant or shall become exercisable thereafter in such installments as the
Committee may specify.

     B.   FULL VESTING OF INSTALLMENTS. Once an installment becomes exercisable
it shall remain exercisable until expiration or termination of the Option,
unless otherwise specified by the Committee at the time of the grant of such
option.

     C.   PARTIAL EXERCISE. Each Option or installment may be exercised at any
time or from time to time, in whole or in part, for up to the total number of
shares with respect to which it is then exercisable.

     D.   ACCELERATION OF VESTING. The Committee shall have the right to
accelerate the date of exercise of any installment of any Option; provided that
the Committee shall not, without the consent of an optionee, accelerate the
exercise date of any installment of any Option granted to any employee as an ISO
(and hot previously converted into a Non-Qualified option pursuant to paragraph
16) if such acceleration would violate the annual vesting limitation contained
in Section 422A(d) of the Code, as described in paragraph 6(c).

9.   TERMINATION OF EMPLOYMENT.

     If an ISO optionee ceases to be employed by divine and all Related
Corporations other than by reason of death or disability as defined in paragraph
10, no further installments of his ISOs shall become exercisable, and his ISOs
shall terminate after the passage of ninety (90) days from the date of
termination of his employment, but in no event later than on their specified
expiration dates, except to the extent that such ISOs (or unexercised
installments thereof) have been converted into Non-Qualified Options pursuant to
paragraph 16. Employment shall be considered as continuing uninterrupted during
any bona fide leave of absence (such as those attributable to illness, military
obligations or governmental service) provided that the period of such leave does
not exceed 90 days or, if longer, any period during which such optionee's right
to reemployment is guaranteed by statute. A bona fide leave of absence with the
written approval of the Committee shall not be considered an interruption of
employment under the Plan, provided that such written approval contractually
obligates divine or any Related Corporation to continue the employment of the
optionee after the approved period of absence. ISOs granted under the Plan shall
not be affected by any change of employment within or among divine and Related
Corporations, so long as the optionee continues to be an employee of divine or
any Related Corporation. Nothing in the Plan shall be deemed to give any grantee
of any Stock Right the right to be retained in employment or other service by
divine or any Related Corporation for any period of time.

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10.  DEATH; DISABILITY.

     A.   DEATH. If an ISO optionee ceases to be employed by divine and all
Related Corporations by reason of his death, any ISO of his may be exercised, to
the extent of the number of shares with respect to which he could have exercised
it on the date of his death, by his estate, personal representative or
beneficiary who has acquired the ISO by will or by the laws of descent and
distribution, at any time prior to the earlier of the specified expiration date
of the ISO or 90 days from the date of the optionee's death.

     B.   DISABILITY. If an ISO optionee ceases to be employed by divine and all
Related Corporations by reason of his disability, he shall have the right to
exercise any ISO held by him on the date of termination of employment, to the
extent of the number of shares with respect to which he could have exercised it
on the date, at any time prior to the earlier of the specified expiration date
of the ISO or 90 days from the date of termination of the optionee's employment.
For the purposes of the Plan, the term "disability" shall mean "permanent and
total disability" as defined in Section 22(e)(3) of the Code or successor
statute.

11.  ASSIGNABILITY.

     No Option shall be assignable or transferable by the optionee except by
will or by the laws of descent and distribution, and during the lifetime of the
optionee each option shall be exercisable only by him.

12.  TERMS AND CONDITIONS OF THE OPTIONS.

     Options shall be evidenced by instruments (which need not be identical) in
such forms as the Committee may from time to time approve. Such instruments
shall conform to the terms and conditions set forth in paragraphs 6 through 11
hereof and may contain such other provisions as the Committee deems advisable
that are not inconsistent with the Plan, including restrictions applicable to
shares of Common Stock issuable upon exercise of options. In granting any
Non-Qualified Option, the Committee may specify that such Non-Qualified Option
shall be subject to the restrictions set forth herein with respect to ISOs, or
to such other termination and cancellation provisions as the Committee may
determine. The Committee may from time to time confer authority and
responsibility on one or more of its own members and/or one or more officers of
divine to execute and deliver such instruments. The proper officers of divine
are authorized and directed to take any and all action necessary or advisable
from time to time to carry out the terms of such instruments.

13.  ADJUSTMENTS GENERALLY.

     Upon the occurrence of any of the following events, an optionee's rights
with respect to Options granted to him hereunder shall be adjusted as
hereinafter provided, unless otherwise specifically provided in the written
agreement between the optionee and divine relating to such Option:

     A.   STOCK DIVIDENDS-AND STOCK SPLITS. If the shares of Common Stock shall
be subdivided or combined into a greater or smaller number of shares or if
divine shall issue any shares of Common Stock as a stock dividend on its
outstanding Common Stock, the

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number of shares of Common Stock deliverable upon the exercise of Options shall
be appropriately increased or decreased proportionately, and appropriate
adjustments shall be made in the purchase-price per share to reflect such
subdivision, combination or stock dividend.

        B.      CONSOLIDATION OR MERGERS.  If divine is to be consolidated with
or acquired by another entity in a merger, sale of all or substantially all of
divine's assets or otherwise (an "Acquisition"), the Committee or the board of
directors of any entity assuming the obligations of divine hereunder (the
"Successor 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 the consideration
payable with respect to the outstanding shares of Common Stock in connection
with the Acquisition; or (ii) upon written notice to the optionee, provide that
all Options must be exercised, to the extent then exercisable, 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, if any, of the fair market value of the shares
subject to such Options (to the extent then exercisable) over the exercise price
thereof.

        C.      RECAPITALIZATION OR REORGANIZATION.  In the event of a
recapitalization or reorganization of divine (other than a transaction described
in subparagraph B above) pursuant to which securities of divine or of another
corporation are issued with respect to the outstanding shares of Common Stock,
an optionee upon exercising an Option shall be entitled to receive for the
purchase price paid upon such exercise the securities he would have received if
he had exercised his option prior to such recapitalization or reorganization.

        D.      MODIFICATION OF ISOS. Notwithstanding the foregoing, any
adjustments made pursuant to subparagraphs A, B or C with respect to ISOs shall
be made only after the Committee, after consulting with counsel for divine,
determined whether such adjustments would constitute a "modification" of such
ISOs (as that term is defined in Section 425 of the Code) or would cause any
adverse tax consequences for the holders of such ISOs. If the Committee
determined that such adjustments made with respect to ISOs would constitute a
modification of such ISOs, it may refrain from making such adjustments.

        E.      DISSOLUTION OR LIQUIDATION.  In the event of the proposed
dissolution or liquidation of divine, each Option will terminate immediately
prior to the consummation of such proposed action or at such other time and
subject to such other conditions as shall be determined by the Committee.

        F.      ISSUANCE OF SECURITIES. Except as expressly provided herein, no
issuance by divine of shares of stock of any class, or securities convertible
into shares of stock of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of shares subject to
Options. No adjustments shall be made for dividends paid in cash or in property
other than securities of divine.

        G.      FRACTIONAL SHARES.  No fractional shares shall be issued under
the Plan and the optionee shall receive from divine cash in lieu of such
fractional shares.

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        H.      ADJUSTMENTS. Upon the happening of any of the events described
in subparagraphs A, B or C above, the class and aggregate number of shares set
forth in paragraph 4 hereof that are subject to Stock Rights that previously
have been or subsequently may be granted under the Plan shall also be
appropriately adjusted to reflect the events described in such subparagraphs.
The Committee or the Successor Board shall determine the specific adjustments to
be made under this paragraph 13 and, subject to paragraph 2, its determination
shall be conclusive. If any person or entity owning restricted Common Stock
obtained by exercise of a Stock Right made hereunder receives shares or
Securities or cash in connection with a corporate transaction described in
subparagraphs A, B or C above as a result of owning such restricted Common
Stock, such shares or securities or cash shall be subject to all of the
conditions and restrictions applicable to the restricted Common Stock with
respect to which such shares or securities or cash were issued, unless otherwise
determined by the Committee or the Successor Board.

14.     MEANS OF EXERCISING STOCK RIGHTS.

        A Stock Right or any part or installment thereof) shall be exercised by
giving written notice to divine at its principal office address. Such notice
shall identify the Stock Right being exercised and specify the number of shares
as to which such Stock Right is being exercised, accompanied by full payment of
the purchase price therefor either (a) in United States dollars in cash or by
check or (b) at the discretion of the Committee, through delivery of shares of
Common Stock having a fair market value equal as of the date of exercise to the
cash exercise price of the Stock Right, or (c) at the discretion of the
Committee, by delivery of the grantee's personal recourse note bearing interest
payable not less than annually at no less than 100% of the lowest applicable
Federal rate, as defined in Section 1274(d) of the Code, or (d) at the
discretion of the Committee, by any combination of (a), (b) and (c) above. If
the Committee exercises its discretion to permit payment of the exercise price
of an ISO by means of the methods set forth in clauses (b), (c) or (d) of the
preceding sentence, such discretion shall be exercised in writing at the time of
the grant of the ISO in question. The holder of a Stock Right shall not have the
rights of a shareholder with respect to the shares discovered by his Stock Right
until the date of issuance of a stock certificate to him for such shares. Except
as expressly provided above in paragraph 13 with respect to changes in
capitalization and stock dividends, no adjustment shall be made for dividends or
similar rights for which the record date is before the date such stock
certificate is issued.

15.     TERM AND AMENDMENT OF PLAN.

        This Plan was adopted by the Eprise board of directors on March 17,
1994. The Plan shall expire at the end of the day on March 16, 2004 (except as
to Options outstanding on that date). Subject to the provisions of paragraph 5
above, Stock Rights may be granted under the Plan prior to the date of
stockholder approval of the Plan. The Board may terminate or amend the Plan in
any respect at any time, except that, without the approval of the stockholders
obtained within 12 months before or after the Board adopts a resolution
authorizing any of the following actions: (a) the total number of shares that
may be issued under the Plan may not be increased (except by adjustment pursuant
to paragraph 13); (b) the provisions of paragraph 3 regarding eligibility for
grants of ISOs may not be modified; (c) the provisions of paragraph 6(B)
regarding the exercise price at which shares may be offered pursuant to ISOs may
not be modified (except

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by adjustment pursuant to paragraph 13); and (d) the expiration date of the Plan
may not be extended. Except as otherwise provided in this paragraph 15, in no
event may action of the Board or stockholders alter or impair the rights of a
grantee, without his consent, under any Stock Right previously granted to him.

16.     CONVERSION OF ISOS INTO NON-QUALIFIED OPTIONS; TERMINATION OF ISOS.

        The Committee, at the written request of any optionee, may in its
discretion, take such actions as may be necessary to convert such optionee's
ISOs (or any installments or portions of installments thereof) that have not
been exercised on the date of conversion into Non-Qualified Options at any time
prior to the expiration of such ISOs, regardless of whether the optionee is an
employee of divine or a Related Corporation at the time of such conversion. Such
actions may include, but not be limited to, extending the exercise period or
reducing the exercise price of the appropriate installments of such ISOs. At the
time of such conversion, the Committee (with the consent of the optionee) may
impose such conditions on the exercise of the resulting Non-Qualified Options as
the Committee in its discretion may determine, provided that such conditions
shall not be inconsistent with this Plan. Nothing in the Plan shall be deemed to
give any optionee the right to have such optionee's ISOs converted into
Non-Qualified Options, and no such conversion shall occur until and unless the
Committee takes appropriate action. The Committee, with the consent of the
optionee, may also terminate any portion of any ISO that has not been exercised
at the time of such termination.

17.     APPLICATION OF FUNDS.

        The proceeds received by divine from the sale of shares pursuant to
Options granted and Purchases authorized under the Plan shall be used for
general corporate purposes.

18.     GOVERNMENT REGULATION.

        divine's obligation to sell and deliver shares of the Common Stock
under this Plan is subject to the approval of any governmental authority
required in connection with the authorization, issuance or sale of such shares.

19.     WITHHOLDING OF ADDITIONAL INCOME TAXES.

        Upon the exercise of a Non-Qualified Option, the grant of an Award, the
making of a Purchase of Common Stock for less than its fair market value, the
making of a Disqualifying Disposition (as defined in paragraph 20) or the
vesting of restricted Common Stock acquired on the exercise of a Stock Right
hereunder, divine, in accordance with Section 3402(a) of the Code, may require
the optionee, Award recipient or purchaser to pay additional withholding taxes
in respect of the amount that is considered compensation includable in such
person's gross income. The Committee in its discretion may condition (i) the
exercise of an Option, (ii) the grant of an Award, (iii) the making of a
Purchase of Common stock for less than its fair market value, or (iv) the
vesting of restricted Common Stock acquired by exercising a Stock Right, on the
grantee's payment of such additional withholding taxes.

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20.     NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION.

        Each employee who receives an ISO must agree to notify divine in
writing immediately after the employee makes a Disqualifying Disposition of any
Common stock acquired pursuant to the exercise of an ISO. A Disqualifying
Disposition is any disposition (including any sale) of such Common Stock before
the later of (a) two years after the date the employee was granted the ISO, or
(b) one year after the date the employee acquired Common Stock by exercising the
ISO. If the employee has died before such stock is sold, these holding period
requirements do not apply and no Disqualifying Disposition can occur thereafter.

21.     GOVERNING LAW; CONSTRUCTION.

        The validity and construction of the Plan and the instruments
evidencing Stock rights shall be governed by the laws of the State of Delaware,
or the laws of any jurisdiction in which divine or its successor in interest may
be organized. In construing this Plan, the singular shall include the plural and
the masculine gender shall include the feminine and neuter, unless the context
otherwise requires.

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