divine, inc.



                              EMPLOYMENT AGREEMENT

                              --------------------



     THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into on April 16,

2001 (the "Effective Date"), between divine, inc., a Delaware corporation (the

"Company"), and Paul Humenansky ("Executive").



     WHEREAS, the Company wishes to employ Executive and Executive desires to be

employed by the Company;



     NOW, THEREFORE, in consideration of the mutual covenants and agreements

contained herein, and other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, it is agreed as follows:



1.   Employment of Executive.

     -----------------------



     As of the Effective Date, the Company hereby engages and employs Executive

in an executive capacity as President and Chief Operating Officer and Executive

hereby accepts such employment and agrees to act as an employee of the Company

in accordance with the terms of employment hereinafter specified ("Executive

Employment").



2.   Term of Executive Employment.

     ----------------------------



     The period of Executive Employment shall begin on the Effective Date and

continue until terminated as hereinafter provided (the "Employment Period").



3.   Duties:

     ------



     (a) Executive shall be employed by Company as President and Chief Operating

Officer. In such capacity, Executive shall have supervision and control over,

and responsibility for, the day-to-day active management of the business of the

Company, under the general supervision of the Chief Executive Officer, and shall

have such other powers and duties as the Chief Executive Officer and/or the

Board of Directors of the Company may from time to time prescribe; provided

that, such powers and duties are consistent with the Executive's then present

duties and with his position as the Company's senior executive officer in charge

of the day-to-day active management of the business of the Company.



     (b) Nothing contained herein shall be construed so as to prohibit Executive

from performing such other or additional duties or responsibilities, and

exercising such other or additional authority in furtherance of the goals of the

Company, as the Executive and the Chief Executive Officer of the Company shall

from time to time agree upon.



     (c) Executive shall devote his full business time and attention as is

necessary to appropriately and efficiently discharge his duties and

responsibilities as herein set forth. If



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Executive so discharges his duties he may engage in other business and civic

activities, in addition to those relating to the Company's business, if such

activities are not otherwise prohibited by the terms of this Agreement. The

Executive may also serve as a director of for-profit or philanthropic

organizations provided such activities do not materially interfere or conflict

with Executive's duties to the Company and its affiliates.



     (d) During Executive's employment hereunder, Executive shall not be

required to relocate his principal residence identified in Exhibit A (which

Exhibit A may be modified by Executive upon notice to Company) as a result of

the Company moving its principal executive offices or the Executive's office to

an address greater than twenty (20) miles away from the Company's principal

executive offices (or the Executive's office) at the Effective Date and shall

not be required to perform services which could make the continuance of

Executive's principal residence in such location unreasonably difficult or

inconvenient for Executive except to the extent that the performance of such

services (and travel) is commensurate with Executive's duties specified

hereunder.



4.   Executive Salary and Compensation:

     ---------------------------------



     (a) Base Salary. During the Employment Period, the Company shall pay or

cause to be paid to Executive a base salary ("Base Salary") payable to Executive

on a periodic basis in accordance with the Company's then current executive

salary payment practice; provided, however, that the installments may not be

made less frequently than on a monthly basis. Executive's Base Salary shall be

$400,000 per year or such larger amount as may be agreed upon by the Executive

and the Compensation Committee of the Company's Board of Directors (the

"Committee").



Such Base Salary shall be subject to periodic review (and may be increased), but

shall not be reduced at any time without the prior written consent of Executive.



     (b) Incentive Compensation. Executive shall be entitled to receive an

annual bonus as determined by the Committee for each fiscal year of the Company

during the Employment Period ("Incentive Compensation"). The Incentive

Compensation for each fiscal year shall be determined in accordance with a plan

established by the Committee, provided that if Executive meets the criteria set

forth in the plan or such other criteria as my be established or agreed to by

the Committee, such annual bonus shall be not less than $350,000. In the event

the aggregate amount which is payable to Executive as compensation for any one

calendar year shall exceed $1,000,000 then amounts payable under this Section

4(b) in excess of the amount deductible by the Company under Section 162(m) of

the Internal Revenue Code of 1986, as amended (the "Code") (or any successor

provision) shall be determined by a formula to be established by the Committee.

It is the intention of the parties hereto, that in connection with establishing

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