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                                                                     EXHIBIT 4.9


                                  eshare/divine
                          2001 STOCK INCENTIVE PLAN,
                         ADOPTED AS OF OCTOBER 23, 2001

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                                TABLE OF CONTENTS

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                                                                             Page
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<S>      <C>                                                                  <C>
1.       ESTABLISHMENT AND PURPOSE.............................................1

2.       ADMINISTRATION; ELIGIBILITY...........................................1

3.       STOCK SUBJECT TO PLAN.................................................3

4.       STOCK OPTIONS.........................................................3

5.       STOCK APPRECIATION RIGHTS.............................................8

6.       STOCK AWARDS OTHER THAN OPTIONS.......................................8

7.       CHANGE IN CONTROL PROVISIONS..........................................9

8.       MISCELLANEOUS........................................................12

9.       DEFERRAL OF AWARDS...................................................15

10.      DEFINITIONS..........................................................16
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                                  eshare/divine
                          2001 STOCK INCENTIVE PLAN,
                         ADOPTED AS OF OCTOBER 23, 2001

1.   ESTABLISHMENT AND PURPOSE.

     The eshare/divine 2001 Stock Incentive Plan (the "PLAN") is established
by divine, inc. (the "COMPANY") to attract and retain persons eligible to
participate in the Plan; motivate Participants to achieve long-term Company
goals; and further align Participants' interests with those of the Company's
other stockholders. The Plan was approved by Company stockholders at a special
meeting held October 19, 2001, and is adopted as of October 23, 2001. Unless the
Plan is earlier discontinued by the Board as provided herein, no Award shall be
granted hereunder on or after October 23, 2011.

     Certain terms used herein are defined as set forth in SECTION 10.

2.   ADMINISTRATION; ELIGIBILITY.

     The Plan shall be administered by a Committee appointed by the Board;
provided, however, that, if at any time no Committee shall be in office, the
Plan shall be administered by the Board. The Plan may be administered by
different Committees with respect to different groups of Eligible Individuals.
As used herein, the term "ADMINISTRATOR" means the Board or any of its
Committees as shall be administering the Plan.

     The Administrator shall have plenary authority to grant Awards pursuant to
the terms of the Plan to Eligible Individuals. Participation shall be limited to
such persons as are selected by the Administrator. Awards may be granted as
alternatives to, in exchange or substitution for, or replacement of, awards
outstanding under the Plan or any other plan or arrangement of the Company or a
Subsidiary (including a plan or arrangement of a business or entity, all or a
portion of which is acquired by the Company or a Subsidiary). The provisions of
Awards need not be the same with respect to each Participant.

     Among other things, the Administrator shall have the authority, subject to
the terms of the Plan:

     (a)    to select the Eligible Individuals to whom Awards may from time to
            time be granted;

     (b)    to determine whether and to what extent Stock Options, Stock
            Appreciation Rights, Stock Awards or any combination thereof are to
            be granted hereunder;

     (c)    to determine the number of shares of Stock to be covered by each
            Award granted hereunder;

     (d)    to approve forms of agreement for use under the Plan;

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     (e)    to determine the terms and conditions, not inconsistent with the
            terms of this Plan, of any Award granted hereunder (including, but
            not limited to, the option price, any vesting restriction or
            limitation, any vesting acceleration or forfeiture waiver and any
            right of repurchase, right of first refusal or other transfer
            restriction regarding any Award and the shares of Stock relating
            thereto, based on such factors or criteria as the Administrator
            shall determine);

     (f)    subject to SECTION 8(a), to modify, amend or adjust the terms and
            conditions of any Award, at any time or from time to time,
            including, but not limited to, with respect to (i) performance goals
            and targets applicable to performance-based Awards pursuant to the
            terms of the Plan and (ii) extension of the post-termination
            exercisability period of Stock Options;

     (g)    to determine to what extent and under what circumstances Stock and
            other amounts payable with respect to an Award shall be deferred;

     (h)    to determine the Fair Market Value; and

     (i)    to determine the type and amount of consideration to be received by
            the Company for any Stock Award issued under SECTION 6.

     The Administrator shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall,
from time to time, deem advisable, to interpret the terms and provisions of the
Plan and any Award issued under the Plan (and any agreement relating thereto)
and to otherwise supervise the administration of the Plan.

     Except to the extent prohibited by applicable law, the Administrator may
allocate all or any portion of its responsibilities and powers to any one or
more of its members and may delegate all or any portion of its responsibilities
and powers to any other person or persons selected by it. Any such allocation or
delegation may be revoked by the Administrator at any time. The Administrator
may authorize any one or more of its members or any officer of the Company to
execute and deliver documents on behalf of the Administrator.

     Any determination made by the Administrator or pursuant to delegated
authority pursuant to the provisions of the Plan with respect to any Award shall
be made in the sole discretion of the Administrator or such delegate at the time
of the grant of the Award or, unless in contravention of any express term of the
Plan, at any time thereafter. All decisions made by the Administrator or any
appropriately delegated officer pursuant to the provisions of the Plan shall be
final and binding on all persons, including the Company and Participants.

     No member of the Administrator, and no officer of the Company, shall be
liable for any action taken or omitted to be taken by such individual or by any
other member of the Administrator or officer of the Company in connection with
the performance of duties under this Plan, except for such individual's own
willful misconduct or as expressly provided by law.

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3.   STOCK SUBJECT TO PLAN.

     Subject to adjustment as provided in this SECTION 3, the aggregate number
of shares of Stock that may be delivered under the Plan shall not exceed
[8,896,420] shares.

     To the extent any shares of Stock covered by an Award are not delivered to
a Participant or beneficiary thereof because the Award expires, is forfeited,
canceled or otherwise terminated, or the shares of Stock are not delivered
because the Award is settled in cash or used to satisfy the applicable tax
withholding obligation, such shares shall not be deemed to have been delivered
for purposes of determining the maximum number of shares of Stock available for
delivery under the Plan. If the exercise price of any Stock Option is satisfied
by tendering shares of Stock to the Company (by either actual delivery or by
attestation), only the number of shares of Stock issued, net of the shares of
Stock tendered, shall be deemed delivered for purposes of determining the
maximum number of shares of Stock available for delivery under the Plan. In the
event that shares of Stock issued under the Plan are reacquired by the Company
pursuant to any forfeiture provision, right of repurchase or right of first
refusal (or other similar right), such shares shall not be deemed to have been
delivered for purposes of determining the maximum number of shares of Stock
available for delivery under the Plan.

     Subject to adjustment as provided in this SECTION 3, the maximum number of
shares that may be covered by Stock Options Stock Appreciation Rights and Stock
Awards, in the aggregate, granted to any one Participant during any calendar
year shall be 1,000,000 shares.

     In the event of any Company stock dividend, stock split, combination or
exchange of shares, recapitalization or other change in the capital structure of
the Company, corporate separation or division of the Company (including, but not
limited to, a split-up, spin-off, split-off or distribution to Company
stockholders other than a normal cash dividend), sale by the Company of all or a
substantial portion of its assets (measured on either a stand-alone or
consolidated basis), reorganization, rights offering, partial or complete
liquidation, or any other corporate transaction, Company share offering or other
event involving the Company and having an effect similar to any of the
foregoing, the Administrator may make such substitution or adjustments in the
(A) number and kind of shares that may be delivered under the Plan, (B)
additional maximums imposed in the immediately preceding paragraph, (C) number
and kind of shares subject to outstanding Awards, (D) exercise price of
outstanding Stock Options and Stock Appreciation Rights and (E) other
characteristics or terms of the Awards as it may determine appropriate in its
sole discretion to equitably reflect such corporate transaction, share offering
or other event; provided, however, that the number of shares subject to any
Award shall always be a whole number.

4.   STOCK OPTIONS.

     Stock Options may be granted alone or in addition to other Awards granted
under the Plan and may be of two types: Incentive Stock Options and
Non-Qualified Stock Options. Any Stock Option granted under the Plan shall be in
such form as the Administrator may from time to time approve.

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     The Administrator shall have the authority to grant any Participant
Incentive Stock Options, Non-Qualified Stock Options, or both types of Stock
Options (in each case with or without Stock Appreciation Rights). Incentive
Stock Options may be granted only to employees of the Company and its
subsidiaries (within the meaning of Section 424(f) of the Code). To the extent
that any Stock Option is not designated as an Incentive Stock Option or, even if
so designated, does not qualify as an Incentive Stock Option, it shall
constitute a Non-Qualified Stock Option.

     Stock Options shall be evidenced by option agreements, each in a form
approved by the Administrator. An option agreement shall indicate on its face
whether it is intended to be an agreement for an Incentive Stock Option or a
Non-Qualified Stock Option. The grant of a Stock Option shall occur as of the
date the Administrator determines.

     Anything in the Plan to the contrary notwithstanding, no term of the Plan
relating to Incentive Stock Options shall be interpreted, amended or altered,
nor shall any discretion or authority granted under the Plan be exercised, so as
to disqualify the Plan under Section 422 of the Code or, without the consent of
the Optionee affected, to disqualify any Incentive Stock Option under Section
422 of the Code.

     Stock Options granted under this SECTION 4 shall be subject to the
following terms and conditions and shall contain such additional terms and
conditions as the Administrator shall deem desirable:

     (a)    EXERCISE PRICE. The exercise price per share of Stock purchasable
            under a Stock Option shall be equal to the closing sale price per
            share of Company Class A common share as reported on the Nasdaq
            National Market on the trading day immediately prior to the date of
            grant.

     (b)    OPTION TERM. The term of each Stock Option shall be fixed by the
            Administrator, but no Incentive Stock Option shall be exercisable
            more than 10 years (or five years in the case of an individual who
            is a Ten Percent Holder) after the date the Incentive Stock Option
            is granted.

     (c)    EXERCISABILITY. Except as otherwise provided herein, Stock Options
            shall be exercisable at such time or times, and subject to such
            terms and conditions, as shall be determined by the Administrator.
            If the Administrator provides that any Stock Option is exercisable
            only in installments, the Administrator may at any time waive such
            installment exercise provisions, in whole or in part, based on such
            factors as the Administrator may determine. In addition, the
            Administrator may at any time, in whole or in part, accelerate the
            exercisability of any Stock Option.

     (d)    METHOD OF EXERCISE. Subject to the provisions of this SECTION 4,
            Stock Options may be exercised, in whole or in part, at any time
            during the option term by giving written notice of exercise to the
            Company specifying the number of shares of Stock subject to the
            Stock Option to be purchased.

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            The option price of any Stock Option shall be paid in full in cash
            (by certified or bank check or such other instrument as the Company
            may accept) or, unless otherwise provided in the applicable option
            agreement, by one or more of the following: (i) in the form of
            unrestricted Stock already owned by the Optionee (or, in the case of
            the exercise of a Non-Qualified Stock Option, Restricted Stock
            subject to a Stock Award hereunder) based in any such instance on
            the Fair Market Value of the Stock on the date the Stock Option is
            exercised; (ii) by certifying ownership of shares of Stock owned by
            the Optionee to the satisfaction of the Administrator for later
            delivery to the Company as specified by the Company; (iii) by
            irrevocably authorizing a third party to sell shares of Stock (or a
            sufficient portion of the shares) acquired upon exercise of the
            Stock Option and remit to the Company a sufficient portion of the
            sale proceeds to pay the entire exercise price and any tax
            withholding resulting from such exercise; or (iv) by any combination
            of cash and/or any one or more of the methods specified in clauses
            (i), (ii) and (iii). Notwithstanding the foregoing, a form of
            payment shall not be permitted to the extent it would cause the
            Company to recognize compensation expense (or additional
            compensation expense) with respect to the Stock Option for financial
            reporting purposes.

            If payment of the option exercise price of a Non-Qualified Stock
            Option is made in whole or in part in the form of Restricted Stock,
            the number of shares of Stock to be received upon such exercise
            equal to the number of shares of Restricted Stock used for payment
            of the option exercise price shall be subject to the same forfeiture
            restrictions to which such Restricted Stock was subject, unless
            otherwise determined by the Administrator.

            No shares of Stock shall be issued upon exercise of a Stock Option
            until full payment therefor has been made. Upon exercise of a Stock
            Option (or a portion thereof), the Company shall have a reasonable
            time to issue the Stock for which the Stock Option has been
            exercised, and the Optionee shall not be treated as a stockholder
            for any purposes whatsoever prior to such issuance. No adjustment
            shall be made for cash dividends or other rights for which the
            record date is prior to the date such Stock is recorded as issued
            and transferred in the Company's official stockholder records,
            except as otherwise provided herein or in the applicable option
            agreement.

     (e)    TRANSFERABILITY OF STOCK OPTIONS. Except as otherwise provided in
            the applicable option agreement, a Non-Qualified Stock Option (i)
            shall be transferable by the Optionee to a Family Member of the
            Optionee, provided that (A) any such transfer shall be by gift with
            no consideration and (B) no subsequent transfer of such Stock Option
            shall be permitted other than by will or the laws of descent and
            distribution, and (ii) shall not otherwise be transferable except by
            will or the laws of descent and distribution. An Incentive Stock
            Option shall not be transferable except by will or the laws of
            descent and distribution. A Stock Option shall be exercisable,
            during the Optionee's lifetime, only by the Optionee or by the
            guardian or legal representative of the Optionee, it being
            understood that the terms "holder" and "Optionee" include the
            guardian and legal representative of the Optionee named in the
            applicable option agreement and any person to whom the Stock Option
            is transferred (X) pursuant to

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            clause (i) of the first sentence of this SECTION 4(e) or pursuant to
            the applicable option agreement or (Y) by will or the laws of
            descent and distribution. Notwithstanding the foregoing, references
            herein to the termination of an Optionee's employment or provision
            of services shall mean the termination of employment or provision of
            services of the person to whom the Stock Option was originally
            granted.

     (f)    TERMINATION BY DEATH. Unless otherwise provided in the applicable
            option agreement, if an Optionee's employment or provision of
            services terminates by reason of death, any Stock Option held by
            such Optionee may thereafter be exercised, to the extent then
            exercisable, or on such accelerated basis as the Administrator may
            determine, for a period of one year from the date of such death or
            until the expiration of the stated term of such Stock Option,
            whichever period is shorter. In the event of termination of
            employment or provision of services due to death, if an Incentive
            Stock Option is exercised after the expiration of the exercise
            periods that apply for purposes of Section 422 of the Code, such
            Stock Option will thereafter be treated as a Non-Qualified Stock
            Option.

     (g)    TERMINATION BY REASON OF DISABILITY. Unless otherwise provided in
            the applicable option agreement, if an Optionee's employment or
            provision of services terminates by reason of Disability, any Stock
            Option held by such Optionee may thereafter be exercised by the
            Optionee, to the extent it was exercisable at the time of
            termination, or on such accelerated basis as the Administrator may
            determine, for a period of three years from the date of such
            termination of employment or provision of services or until the
            expiration of the stated term of such Stock Option, whichever period
            is shorter; provided, however, that if the Optionee dies within such
            period, an unexercised Stock Option held by such Optionee shall,
            notwithstanding the expiration of such period, continue to be
            exercisable to the extent to which it was exercisable at the time of
            death for a period of 12 months from the date of such death or until
            the expiration of the stated term of such Stock Option, whichever
            period is shorter. In the event of termination of employment or
            provision of services by reason of Disability, if an Incentive Stock
            Option is exercised after the expiration of the exercise periods
            that apply for purposes of Section 422 of the Code, such Stock
            Option will thereafter be treated as a Non-Qualified Stock Option.

     (h)    TERMINATION BY REASON OF RETIREMENT. Unless otherwise provided in
            the applicable option agreement, if an Optionee's employment or
            provision of services terminates by reason of Retirement, any Stock
            Option held by such Optionee may thereafter be exercised by the
            Optionee, to the extent it was exercisable at the time of such
            Retirement, or on such accelerated basis as the Administrator may
            determine, for a period of three years from the date of such
            termination of employment or provision of services or until the
            expiration of the stated term of such Stock Option, whichever period
            is shorter; provided, however, that if the Optionee dies within such
            period, any unexercised Stock Option held by such Optionee shall,
            notwithstanding the expiration of such period, continue to be
            exercisable to the extent to which it was exercisable at the time of
            death for a period of 12 months from the date of such death or until
            the expiration of the stated term of such Stock Option, whichever
            period is

                                        6
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            shorter. In the event of termination of employment or provision of
            services by reason of Retirement, if an Incentive Stock Option is
            exercised after the expiration of the exercise periods that apply
            for purposes of Section 422 of the Code, such Stock Option will
            thereafter be treated as a Non-Qualified Stock Option.

     (i)    OTHER TERMINATION. Unless otherwise provided in the applicable
            option agreement, if an Optionee's employment or provision of
            services terminates for any reason other than death, Disability or
            Retirement, any Stock Option held by such Optionee shall thereupon
            terminate; provided, however, that, if such termination of
            employment or provision of services is involuntary on the part of
            the Optionee and without Cause, such Stock Option, to the extent
            then exercisable, or on such accelerated basis as the Administrator
            may determine, may be exercised for the lesser of 90 days from the
            date of such termination of employment or provision of services or
            the remainder of such Stock Option's term, and provided, further,
            that if the Optionee dies within such period, any unexercised Stock
            Option held by such Optionee shall, notwithstanding the expiration
            of such period, continue to be exercisable to the extent to which it
            was exercisable at the time of death for a period of 12 months from
            the date of such death or until the expiration of the stated term of
            such Stock Option, whichever period is shorter. In the event of
            termination of employment or provision of services for any reason
            other than death, Disability or Retirement, if an Incentive Stock
            Option is exercised after the expiration of the exercise periods
            that apply for purposes of Section 422 of the Code, such Stock
            Option will thereafter be treated as a Non-Qualified Stock Option.

     (j)    PARTICIPANT LOANS. The Administrator may in its discretion authorize
            the Company to:

            (i)  lend to an Optionee an amount equal to such portion of the
                 exercise price of a Stock Option as the Administrator may
                 determine; or

            (ii) guarantee a loan obtained by an Optionee from a third-party for
                 the purpose of tendering such exercise price.

            The terms and conditions of any loan or guarantee, including the
            term, interest rate, whether the loan is with recourse against the
            Optionee and any security interest thereunder, shall be determined
            by the Administrator, except that no extension of credit or
            guarantee shall obligate the Company for an amount to exceed the
            lesser of (i) the aggregate Fair Market Value on the date of
            exercise, less the par value, of the shares of Stock to be purchased
            upon the exercise of the Stock Option, and (ii) the amount permitted
            under applicable laws or the regulations and rules of the Federal
            Reserve Board and any other governmental agency having jurisdiction.

5.   STOCK APPRECIATION RIGHTS.

     Stock Appreciation Rights may be granted in conjunction with all or part of
any Stock Option granted under the Plan. In the case of a Non-Qualified Stock
Option, such rights may be granted

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either at or after the time of grant of such Stock Option. In the case of an
Incentive Stock Option, such rights may be granted only at the time of grant of
such Stock Option. A Stock Appreciation Right shall terminate and no longer be
exercisable upon the termination or exercise of the related Stock Option.

     A Stock Appreciation Right may be exercised by an Optionee in accordance
with this SECTION 5 by surrendering the applicable portion of the related Stock
Option in accordance with procedures established by the Administrator. Upon such
exercise and surrender, the Optionee shall be entitled to receive an amount
determined in the manner prescribed in this SECTION 5. Stock Options that have
been so surrendered shall no longer be exercisable to the extent the related
Stock Appreciation Rights have been exercised.

     Stock Appreciation Rights shall be subject to such terms and conditions as
shall be determined by the Administrator, including the following:

     (i)    Stock Appreciation Rights shall be exercisable only at such time or
            times and to the extent that the Stock Options to which they relate
            are exercisable in accordance with the provisions of SECTION 4 and
            this SECTION 5.

     (ii)   Upon the exercise of a Stock Appreciation Right, an Optionee shall
            be entitled to receive an amount in cash, shares of Stock or both
            equal in value to the excess of the Fair Market Value of one share
            of Stock over the exercise price per share specified in the related
            Stock Option, multiplied by the number of shares in respect of which
            the Stock Appreciation Right shall have been exercised, with the
            Administrator having the right to determine the form of payment.

     (iii)  A Stock Appreciation Right shall be transferable only to, and shall
            be exercisable only by, such persons permitted with respect to the
            underlying Stock Option in accordance with SECTION 4(e).

6.   STOCK AWARDS OTHER THAN OPTIONS.

     Stock Awards may be directly issued under the Plan (without any intervening
options), subject to such terms, conditions, performance requirements,
restrictions, forfeiture provisions, contingencies and limitations as the
Administrator shall determine. Stock Awards may be issued that are fully and
immediately vested upon issuance or that vest in one or more installments over
the Participant's period of employment or other service to the Company or upon
the attainment of specified performance objectives, or the Company may issue
Stock Awards that entitle the Participant to receive a specified number of
vested shares of Stock upon the attainment of one or more performance goals or
service requirements established by the Administrator.

     Shares representing a Stock Award shall be evidenced in such manner as the
Administrator may deem appropriate, including book-entry registration or
issuance of one or more certificates (which may bear appropriate legends
referring to the terms, conditions and restrictions applicable to such Award).
The Administrator may require that any such certificates be held in custody by
the

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Company until any restrictions thereon shall have lapsed and that the
Participant deliver a stock power, endorsed in blank, relating to the Stock
covered by such Award.

     A Stock Award may be issued in exchange for any consideration that the
Administrator may deem appropriate in each individual instance, including,
without limitation:

     (i)    cash or cash equivalents;

     (ii)   past services rendered to the Company or any Affiliate; or

     (iii)  future services to be rendered to the Company or any Affiliate
            (provided that, in such case, the par value of the stock subject to
            such Stock Award shall be paid in cash or cash equivalents, unless
            the Administrator provides otherwise).

     A Stock Award that is subject to restrictions on transfer and/or forfeiture
provisions may be referred to as an award of "RESTRICTED STOCK" or "RESTRICTED
STOCK UNITS."

7.   CHANGE IN CONTROL PROVISIONS.

(a)  IMPACT OF EVENT. Notwithstanding any other provision of the Plan to the
     contrary, in the event of a Change in Control:

     (i)    Any Stock Options and Stock Appreciation Rights outstanding as of
            the date such Change in Control is determined to have occurred and
            not then exercisable and vested shall become fully exercisable and
            vested to the full extent of the original grant;

     (ii)   The restrictions applicable to any outstanding Stock Award shall
            lapse, and the Stock relating to such Award shall become free of all
            restrictions and become fully vested and transferable to the full
            extent of the original grant;

     (iii)  All outstanding repurchase rights of the Company with respect to any
            outstanding Awards shall terminate; and

     (iv)   Outstanding Awards shall be subject to any agreement of merger or
            reorganization that effects such Change in Control, which agreement
            shall provide for:

               (A)  The continuation of the outstanding Awards by the Company,
                    if the Company is a surviving corporation;

               (B)  The assumption of the outstanding awards by the surviving
                    corporation or its parent or subsidiary;

               (C)  The substitution by the surviving corporation or its parent
                    or subsidiary of equivalent awards for the outstanding
                    Awards; or

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               (D)  Settlement of each share of Stock subject to an outstanding
                    Award for the Change in Control Price (less, to the extent
                    applicable, the per share exercise price).

     (v)    In the absence of any agreement of merger or reorganization
            effecting such Change in Control, each share of Stock subject to an
            outstanding Award shall be settled for the Change in Control Price
            (less, to the extent applicable, the per share exercise price).

(b)  DEFINITION OF CHANGE IN CONTROL. For purposes of the Plan, a "CHANGE IN
     CONTROL" shall mean the happening of any of the following events:

     (i)    An acquisition by any individual, entity or group (within the
            meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a
            "PERSON") of beneficial ownership (within the meaning of Rule 13d-3
            promulgated under the Exchange Act) of 25% or more of either (1) the
            then outstanding shares of common stock of the Company (the
            "OUTSTANDING COMPANY COMMON STOCK") or (2) the combined voting power
            of the then outstanding voting securities of the Company entitled to
            vote generally in the election of directors (the "Outstanding
            Company Voting Securities"); excluding, however, the following: (1)
            any acquisition directly from the Company, other than an acquisition
            by virtue of the exercise of a conversion privilege unless the
            security being so converted was itself acquired directly from the
            Company, (2) any acquisition by the Company; (3) any acquisition by
            any employee benefit plan (or related trust) sponsored or maintained
            by the Company or any corporation controlled by the Company; (4) any
            acquisition by Andrew J. Filipowski or any of his Permitted
            Transferees (as defined in the Company's Second Amended and Restated
            Certificate of Incorporation), or (5) any acquisition by any Person
            pursuant to a transaction that complies with clauses (1), (2) and
            (3) of subsection (iii) of this SECTION 7(b); or

     (ii)   Within any period of 24 consecutive months, a change in the
            composition of the Board such that the individuals who, immediately
            prior to such period, constituted the Board (such Board shall be
            hereinafter referred to as the "INCUMBENT BOARD") cease for any
            reason to constitute at least a majority of the Board; provided,
            however, for purposes of this SECTION 7(b), that any individual who
            becomes a member of the Board during such period, whose election, or
            nomination for election by the Company's stockholders, was approved
            by a vote of at least a majority of those individuals who are
            members of the Board and who were also members of the Incumbent
            Board (or deemed to be such pursuant to this proviso) shall be
            considered as though such individual were a member of the Incumbent
            Board; but, provided further, that any such individual whose initial
            assumption of office occurs as a result of either an actual or
            threatened election contest (as such terms are used in Rule 14a-11
            of Regulation 14A promulgated under the Exchange Act) or other
            actual or threatened solicitation of proxies or consents by or on
            behalf of a Person other than the Board shall not be so considered
            as a member of the Incumbent Board; or

     (iii)  The approval by the stockholders of the Company of a reorganization,
            merger or consolidation or sale or other disposition of all or
            substantially all of the assets of the

                                       10
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            Company ("CORPORATE TRANSACTION"); excluding, however, such a
            Corporate Transaction pursuant to which (1) all or substantially all
            of the individuals and entities who are the beneficial owners,
            respectively, of the outstanding Company Common Stock and
            Outstanding Company Voting Securities immediately prior to such
            Corporate Transaction will beneficially own, directly or indirectly,
            more than 60% of, respectively, the outstanding shares of common
            stock, and the combined voting power of the then outstanding voting
            securities entitled to vote generally in the election of directors,
            as the case may be, of the corporation resulting from such Corporate
            Transaction (including, without limitation, a corporation that as a
            result of such transaction owns the Company or all or substantially
            all of the Company's assets, either directly or through one or more
            subsidiaries) in substantially the same proportions as their
            ownership, immediately prior to such Corporate Transaction, of the
            outstanding Company Common Stock and Outstanding Company Voting
            Securities, as the case may be, (2) no Person (other than the
            Company; any employee benefit plan (or related trust) sponsored or
            maintained by the Company, by any corporation controlled by the
            Company, or by such corporation resulting from such Corporate
            Transaction) will beneficially own, directly or indirectly, more
            than 25% of, respectively, the outstanding shares of common stock of
            the corporation resulting from such Corporate Transaction or the
            combined voting power of the outstanding voting securities of such
            corporation entitled to vote generally in the election of directors,
            except to the extent that such ownership existed with respect to the
            Company prior to the Corporate Transaction, and (3) individuals who
            were members of the Board immediately prior to the approval by the
            stockholders of the Corporation of such Corporate Transaction will
            constitute at least a majority of the members of the board of
            directors of the corporation resulting from such Corporate
            Transaction; or

     (iv)   The approval by the stockholders of the Company of a complete
            liquidation or dissolution of the Company, other than to a
            corporation pursuant to a transaction that would comply with clauses
            (1), (2) and (3) of subsection (iii) of this SECTION 7(b), assuming
            for this purpose that such transaction were a Corporate Transaction.

(c)  CHANGE IN CONTROL PRICE. For purposes of the Plan, "CHANGE IN CONTROL
     PRICE" means the higher of (i) the highest reported sales price, regular
     way, of a share of Stock in any transaction reported on the New York Stock
     Exchange Composite Tape or other national securities exchange on which such
     shares are listed or on Nasdaq, as applicable, during the 60-day period
     prior to and including the date of a Change in Control, and (ii) if the
     Change in Control is the result of a tender or exchange offer or a
     Corporate Transaction, the highest price per share of Stock paid in such
     tender or exchange offer or Corporate Transaction. To the extent that the
     consideration paid in any such transaction described above consists all or
     in part of securities or other non-cash consideration, the value of such
     securities or other non-cash consideration shall be determined in the sole
     discretion of the Board.

8.   MISCELLANEOUS.

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(a)  AMENDMENT. The Board may amend, alter, or discontinue the Plan, but no
     amendment, alteration or discontinuation shall be made that would adversely
     affect the rights of a Participant under an Award theretofore granted
     without the Participant's consent, except such an amendment (i) made to
     avoid an expense charge to the Company or an Affiliate, or (ii) made to
     permit the Company or an Affiliate a deduction under the Code. No such
     amendment shall be made without the approval of the Company's stockholders
     to the extent such approval is required by law, agreement or the rules of
     any stock exchange or market on which the Stock is listed.

     The Administrator may amend the terms of any Stock Option or other Award
     theretofore granted, prospectively or retroactively, but no such amendment
     shall adversely affect the rights of the holder thereof without the
     holder's consent.

     Notwithstanding anything in the Plan to the contrary, if any right under
     this Plan would cause a transaction to be ineligible for pooling of
     interests accounting that would, but for the right hereunder, be eligible
     for such accounting treatment, the Administrator may modify or adjust the
     right so that pooling of interests accounting shall be available, including
     the substitution of Common Stock having a Fair Market Value equal to the
     cash otherwise payable hereunder for the right that caused the transaction
     to be ineligible for pooling of interests accounting.

(b)  UNFUNDED STATUS OF PLAN. It is intended that this Plan be an "unfunded"
     plan for incentive and deferred compensation. The Administrator may
     authorize the creation of trusts or other arrangements to meet the
     obligations created under this Plan to deliver Common Stock or make
     payments, provided that, unless the Administrator otherwise determines, the
     existence of such trusts or other arrangements is consistent with the
     "unfunded" status of this Plan.

(c)  GENERAL PROVISIONS.

     (i)    The Administrator may require each person purchasing or receiving
            shares pursuant to an Award to represent to and agree with the
            Company in writing that such person is acquiring the shares without
            a view to the distribution thereof. The certificates for such shares
            may include any legend that the Administrator deems appropriate to
            reflect any restrictions on transfer.

            All certificates for shares of Stock or other securities delivered
            under the Plan shall be subject to such stock transfer orders and
            other restrictions as the Administrator may deem advisable under the
            rules, regulations and other requirements of the Commission, any
            stock exchange or market on which the Stock is then listed and any
            applicable Federal or state securities law, and the Administrator
            may cause a legend or legends to be put on any such certificates to
            make appropriate reference to such restrictions.

     (ii)   Nothing contained in the Plan shall prevent the Company or any
            Affiliate from adopting other or additional compensation
            arrangements for its employees.

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     (iii)  The adoption of the Plan shall not confer upon any employee,
            director, consultant or advisor any right to continued employment,
            directorship or service, nor shall it interfere in any way with the
            right of the Company or any Subsidiary or Affiliate to terminate the
            employment or service of any employee, consultant or advisor at any
            time.

     (iv)   No later than the date as of which an amount first becomes
            includible in the gross income of the Participant for Federal income
            tax purposes with respect to any Award under the Plan, the
            Participant shall pay to the Company, or make arrangements
            satisfactory to the Company regarding the payment of, any Federal,
            state, local or foreign taxes of any kind required by law to be
            withheld with respect to such amount. Unless otherwise determined by
            the Administrator, withholding obligations may be settled with
            Stock, including Stock that is part of the Award that gives rise to
            the withholding requirement. The obligations of the Company under
            the Plan shall be conditional on such payment or arrangements, and
            the Company, its Subsidiaries and its Affiliates shall, to the
            extent permitted by law, have the right to deduct any such taxes
            from any payment otherwise due to the Participant. The Administrator
            may establish such procedures as it deems appropriate for the
            settlement of withholding obligations with Stock.

     (v)    The Administrator shall establish such procedures as it deems
            appropriate for a Participant to designate a beneficiary to whom any
            amounts payable in the event of the Participant's death are to be
            paid.

     (vi)   Any amounts owed to the Company or an Affiliate by the Participant
            of whatever nature may be offset by the Company from the value of
            any shares of Common Stock, cash or other thing of value under this
            Plan or an Agreement to be transferred to the Participant, and no
            shares of Common Stock, cash or other thing of value under this Plan
            or an Agreement shall be transferred unless and until all disputes
            between the Company and the Participant have been fully and finally
            resolved and the Participant has waived all claims to such against
            the Company or an Affiliate.

     (vii)  The grant of an Award shall in no way affect the right of the
            Company to adjust, reclassify, reorganize or otherwise change its
            capital or business structure or to merge, consolidate, dissolve,
            liquidate or sell or transfer all or any part of its business or
            assets.

     (viii) If any payment or right accruing to a Participant under this Plan
            (without the application of this SECTION 8(c)(viii)), either alone
            or together with other payments or rights accruing to the
            Participant from the Company or an Affiliate ("TOTAL PAYMENTS")
            would constitute a "PARACHUTE PAYMENT" (as defined in Section 280G
            of the Code and regulations thereunder), such payment or right shall
            be reduced to the largest amount or greatest right that will result
            in no portion of the amount payable or right accruing under this
            Plan being subject to an excise tax under Section 4999 of the Code
            or being disallowed as a deduction under Section 280G of the Code;
            provided, however, that the foregoing shall not apply to the extent
            provided

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            otherwise in an Award or in the event the Participant is party to an
            agreement with the Company or an Affiliate that explicitly provides
            for an alternate treatment of payments or rights that would
            constitute "parachute payments." The determination of whether any
            reduction in the rights or payments under this Plan is to apply
            shall be made by the Administrator in good faith after consultation
            with the Participant, and such determination shall be conclusive and
            binding on the Participant. The Participant shall cooperate in good
            faith with the Administrator in making such determination and
            providing the necessary information for this purpose. The foregoing
            provisions of this SECTION 8(c)(viii) shall apply with respect to
            any person only if, after reduction for any applicable Federal
            excise tax imposed by Section 4999 of the Code and Federal income
            tax imposed by the Code, the Total Payments accruing to such person
            would be less than the amount of the Total Payments as reduced, if
            applicable, under the foregoing provisions of this Plan and after
            reduction for only Federal income taxes.

     (ix)   To the extent that the Administrator determines that the
            restrictions imposed by the Plan preclude the achievement of the
            material purposes of the Awards in jurisdictions outside the United
            States, the Administrator in its discretion may modify those
            restrictions as it determines to be necessary or appropriate to
            conform to applicable requirements or practices of jurisdictions
            outside of the United States.

     (x)    The headings contained in this Plan are for reference purposes only
            and shall not affect the meaning or interpretation of this Plan.

     (xi)   If any provision of this Plan shall for any reason be held to be
            invalid or unenforceable, such invalidity or unenforceability shall
            not effect any other provision hereby, and this Plan shall be
            construed as if such invalid or unenforceable provision were
            omitted.

     (xii)  This Plan shall inure to the benefit of and be binding upon each
            successor and assign of the Company. All obligations imposed upon a
            Participant, and all rights granted to the Company hereunder, shall
            be binding upon the Participant's heirs, legal representatives and
            successors.

     (xiii) This Plan and each agreement granting an Award constitute the entire
            agreement with respect to the subject matter hereof and thereof,
            provided that in the event of any inconsistency between this Plan
            and such agreement, the terms and conditions of the Plan shall
            control.

     (xiv)  In the event there is an effective registration statement under the
            Securities Act pursuant to which shares of Stock shall be offered
            for sale in an underwritten offering, a Participant shall not,
            during the period requested by the underwriters managing the
            registered public offering, effect any public sale or distribution
            of shares of Stock received, directly or indirectly, as an Award or
            pursuant to the exercise or settlement of an Award.

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<Page>

     (xv)   None of the Company, an Affiliate or the Administrator shall have
            any duty or obligation to disclose affirmatively to a record or
            beneficial holder of Stock or an Award, and such holder shall have
            no right to be advised of, any material information regarding the
            Company or any Affiliate at any time prior to, upon or in connection
            with receipt or the exercise of an Award or the Company's purchase
            of Stock or an Award from such holder in accordance with the terms
            hereof.

     (xvi)  This Plan, and all Awards, agreements and actions hereunder, shall
            be governed by, and construed in accordance with, the laws of the
            State of Delaware (other than its law respecting choice of law).

9.   DEFERRAL OF AWARDS.

     The Administrator (in its sole discretion) may permit a Participant to:

     (a)    have cash that otherwise would be paid to such Participant as a
            result of the exercise of a Stock Appreciation Right or the
            settlement of a Stock Award credited to a deferred compensation
            account established for such Participant by the Administrator as an
            entry on the Company's books;

     (b)    have Stock that otherwise would be delivered to such Participant as
            a result of the exercise of a Stock Option or a Stock Appreciation
            Right converted into an equal number of Stock units; or

     (c)    have Stock that otherwise would be delivered to such Participant as
            a result of the exercise of a Stock Option or Stock Appreciation
            Right or the settlement of a Stock Award converted into amounts
            credited to a deferred compensation account established for such
            Participant by the Administrator as an entry on the Company's books.
            Such amounts shall be determined by reference to the Fair Market
            Value of the Stock as of the date on which they otherwise would have
            been delivered to such Participant.

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<Page>

     A deferred compensation account established under this SECTION 9 may be
credited with interest or other forms of investment return, as determined by the
Administrator. A Participant for whom such an account is established shall have
no rights other than those of a general creditor of the Company. Such an account
shall represent an unfunded and unsecured obligation of the Company and shall be
subject to the terms and conditions of the applicable agreement between such
Participant and the Company. If the deferral or conversion of awards is
permitted or required, the Administrator (in its sole discretion) may establish
rules, procedures and forms pertaining to such awards, including (without
limitation) the settlement of deferred compensation accounts established under
this SECTION 9.

10.  DEFINITIONS.

     For purposes of this Plan, the following terms are defined as set forth
below:

(a)  "AFFILIATE" means a corporation or other entity controlled by the Company
     and designated by the Administrator as such.

(b)  "AWARD" means a Stock Appreciation Right, Stock Option or Stock Award.

(c)  "BOARD" means the Board of Directors of the Company.

(d)  "CAUSE" means (i) the conviction of the Participant for committing a felony
     under Federal law or the law of the state in which such action occurred,
     (ii) dishonesty in the course of fulfilling the Participant's duties as an
     employee or director of, or consultant or advisor to, the Company or (iii)
     willful and deliberate failure on the part of the Participant to perform
     such duties in any material respect. Notwithstanding the foregoing, if the
     Participant and the Company or the Affiliate have entered into an
     employment or services agreement that defines the term "Cause" (or a
     similar term), such definition shall govern for purposes of determining
     whether such Participant has been terminated for Cause for purposes of this
     Plan. The determination of Cause shall be made by the Administrator, in its
     sole discretion.

(e)  "CODE" means the Internal Revenue Code of 1986, as amended from time to
     time, and any successor thereto.

(f)  "COMMISSION" means the Securities and Exchange Commission or any successor
     agency.

(g)  "COMMITTEE" means a committee of Directors appointed by the Board to
     administer this Plan.

(h)  "COMPANY" means divine, inc., a Delaware corporation.

(i)  "DIRECTOR" means a member of the Company's Board of Directors.

(j)  "DISABILITY" means mental or physical illness that entitles the Participant
     to receive benefits under the long-term disability plan of the Company or
     an Affiliate, or if the Participant is not covered by such a plan or the
     Participant is not an employee of the Company or an Affiliate, a mental or
     physical illness that renders a Participant totally and permanently
     incapable of

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<Page>

     performing the Participant's duties for the Company or an Affiliate;
     provided, however, that a Disability shall not qualify under this Plan if
     it is the result of (i) a willfully self-inflicted injury or willfully
     self-induced sickness; or (ii) an injury or disease contracted, suffered or
     incurred while participating in a criminal offense. Notwithstanding the
     foregoing, if the Participant and the Company or an Affiliate have entered
     into an employment or services agreement that defines the term "Disability"
     (or a similar term), such definition shall govern for purposes of
     determining whether such Participant suffers a Disability for purposes of
     this Plan. The determination of Disability shall be made by the
     Administrator, in its sole discretion. The determination of Disability for
     purposes of this Plan shall not be construed to be an admission of
     disability for any other purpose.

(k)  "EFFECTIVE DATE" means April 25, 2001.

(l)  "ELIGIBLE INDIVIDUAL" means any officer, employee or director of the
     Company or a Subsidiary or Affiliate, or any consultant or advisor
     providing services to the Company or a Subsidiary or Affiliate.

(m)  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended from
     time to time, and any successor thereto.

(n)  "FAIR MARKET VALUE" means, as of any given date, the fair market value of
     the Stock as determined by the Administrator or under procedures
     established by the Administrator. Unless otherwise determined by the
     Administrator:

     (i)    For purposes of any Award made as of the Underwriting Date, the Fair
            Market Value shall be deemed to be equal to the price per share at
            which the Stock is to be sold to the public in the initial public
            offering of the Stock; and

     (ii)   After the Underwriting Date, the Fair Market Value per share shall
            be the closing sales price per share of the Stock on Nasdaq (or the
            principal stock exchange or market on which the Stock is then
            traded) on the date as of which such value is being determined or
            the last previous day on which a sale was reported.

(o)  "FAMILY MEMBER" means any child, stepchild, grandchild, parent, stepparent,
     grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
     father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law
     of a Participant (including adoptive relationships); any person sharing the
     Participant's household (other than a tenant or employee); any trust in
     which the Participant and any of these persons have substantially all of
     the beneficial interest; any foundation in which the Participant and any of
     these persons control the management of the assets; any corporation,
     partnership, limited liability company or other entity in which the
     Participant and any of these other persons are the direct and beneficial
     owners of substantially all of the equity interests (provided the
     Participant and these other persons agree in writing to remain the direct
     and beneficial owners of all such equity interests); and any personal
     representative of the Participant upon the Participant's death for purposes
     of administration of the Participant's estate or upon the Participant's
     incompetency for purposes of the protection and management of the assets of
     the Participant.

                                       17
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(p)  "INCENTIVE STOCK OPTION" means any Stock Option intended to be and
     designated as an "incentive stock option" within the meaning of Section 422
     of the Code.

(q)  "NASDAQ" means The Nasdaq Stock Market, including the Nasdaq National
     Market and the Nasdaq SmallCap Market.

(r)  "NON-QUALIFIED STOCK OPTION" means any Stock Option that is not an
     Incentive Stock Option.

(s)  "OPTIONEE" means a person who holds a Stock Option.

(t)  "PARTICIPANT" means a person granted an Award.

(u)  "RETIREMENT" means retirement from active employment under a pension plan
     of the Company or any subsidiary or Affiliate, or under an employment
     contract with any of them, or termination of employment or provision of
     services at or after age 55 under circumstances that the Administrator, in
     its sole discretion, deems equivalent to retirement.

(v)  "STOCK" means Class A common stock, par value $0.001 per share, of the
     Company.

(w)  "STOCK APPRECIATION RIGHT" means a right granted under SECTION 5.

(x)  "STOCK AWARD" means an Award, other than a Stock Option or Stock
     Appreciation Right, made in Stock or denominated in shares of Stock.

(y)  "STOCK OPTION" means an option granted under SECTION 4 or SECTION 10.

(z)  "SUBSIDIARY" means any company during any period in which it is a
     "subsidiary corporation" (as such term is defined in Section 424(f) of the
     Code) with respect to the Company.

(aa) "TEN PERCENT HOLDER" means an individual who owns, or is deemed to own,
     stock possessing more than 10% of the total combined voting power of all
     classes of stock of the Company or of any parent or subsidiary corporation
     of the Company, determined pursuant to the rules applicable to Section
     422(b)(6) of the Code.

(bb) "UNDERWRITING AGREEMENT" means the agreement between the Company and the
     underwriter or underwriters managing the initial public offering of the
     Stock.

(cc) "UNDERWRITING DATE" means the date on which the Underwriting Agreement is
     executed in connection with an initial underwritten public offering of the
     Stock.

     In addition, certain other terms used herein have the definitions given to
them in the first places in which they are used.

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