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                                                                     Exhibit 2.1


                      CERTIFICATE OF OWNERSHIP AND MERGER
                                    MERGING
                            DIVINE MERGER SUB, INC.
                                 WITH AND INTO
                           divine interVentures, inc.

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                         Pursuant to Section 253 of the
              General Corporation of Law of the State of Delaware

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          divine interVentures, inc., a Delaware corporation (the "Company"),
does hereby certify to the following facts relating to the merger (the "Merger")
of Divine Merger Sub, Inc., a Delaware corporation (the "Subsidiary"), with and
into the Company, with the Company remaining as the surviving corporation:

          FIRST:  The Company is incorporated pursuant to the General
Corporation Law of the State of Delaware (the "DGCL"). The Subsidiary is
incorporated pursuant to the DGCL.

          SECOND:  The Company owns all of the outstanding shares of each class
of capital stock of the Subsidiary.

          THIRD:  The Board of Directors of the Company, by the following
resolutions duly adopted on February 26, 2001, determined to merge the
Subsidiary with and into the Company pursuant to Section 253 of the DGCL:

          WHEREAS, divine interVentures, inc., a Delaware corporation (the
          "Company"), owns all of the outstanding shares of the capital stock of
          Divine Merger Sub, Inc., a Delaware corporation ("Subsidiary"); and

          WHEREAS, the Board of Directors of the Company has deemed it advisable
          that the Subsidiary be merged with and into the Company pursuant to
          Section 253 of the General Corporation Law of the State of Delaware;

          NOW, THEREFORE, BE IT AND IT HEREBY IS

          RESOLVED, that the Subsidiary be merged with and into the Company (the
          "Merger"); and it is further

          RESOLVED, that by virtue of the Merger and without any action on the
          part of the holder thereof, each then outstanding share of common
          stock of the Company shall remain unchanged and continue to remain
          outstanding as one share of
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          common stock of the Company, held by the person who was the holder of
          such share of common stock of the Company immediately prior to the
          Merger; and it is further

          RESOLVED, that by virtue of the Merger and without any action on the
          part of the holder thereof, each then outstanding share of common
          stock of the Subsidiary shall be canceled and no consideration shall
          be issued in respect thereof; and it is further

          RESOLVED, that the proper officers of the Company be and they hereby
          are authorized and directed to make, execute and acknowledge, in the
          name and under the corporate seal of the Company, a certificate of
          ownership and merger for the purpose of effecting the Merger and to
          file the same in the office of the Secretary of State of the State of
          Delaware, and to do all other acts and things that may be necessary to
          carry out and effectuate the purpose and intent of the resolutions
          relating to the Merger; and it is further

          RESOLVED, that upon the filing of the Certificate of Merger, Article I
          of the Third Amended and Restated Certificate of Incorporation of the
          Company shall be amended in its entirety to read as follows:

          "The name of the Corporation is divine, inc."

          FOURTH:  This Certificate of Ownership and Merger shall be effective
as of 5:00 p.m. Eastern Standard Time on February 26, 2001.

          IN WITNESS WHEREOF, the Company has caused this Certificate of
Ownership and Merger to be executed by its duly authorized officer this 26th day
of February, 2001.

                                 divine interVentures, inc.



                                 By:  /s/ Jude Sullivan
                                    -------------------
                                 Name:  Jude Sullivan
                                 Title  Senior Vice President
                                         and General Counsel

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