Form Of Voting And Exchange Trust

EXHIBIT 99.4


VOTING AND EXCHANGE TRUST AGREEMENT


MEMORANDUM OF AGREEMENT made as of the 12th day of March, 2002, by and among divine, Inc., a corporation existing under the laws of Delaware (hereinafter referred to as "PARENT"), Delano Technology Corporation, a corporation existing under the laws of Ontario (hereinafter referred to as "COMPANY"), and [- ], a trust company incorporated under the laws of Canada (hereinafter referred to as "TRUSTEE").


RECITALS:


(a) In connection with a combination agreement ("COMBINATION AGREEMENT")
dated as of March 12, 2002 by and between Parent and Company as
further amended, supplemented and/or restated, the common shares of
Company held by certain persons are to be exchanged for exchangeable
shares of Company upon a reorganization of Company's share capital
pursuant to the plan of arrangement contemplated in the Combination
Agreement; and


(b) Pursuant to the Combination Agreement, Parent and Company are
required to execute a voting and exchange trust agreement
substantially in the form of this Agreement.


In consideration of the foregoing and the mutual agreements contained herein (the receipt and adequacy of which are acknowledged), the parties agree as follows:


ARTICLE 1
DEFINITIONS AND INTERPRETATION


1.1 DEFINITIONS


In this Agreement, the following terms shall have the following meanings:


"AFFILIATE" has the meaning ascribed thereto in the OBCA.


"ARRANGEMENT" means the arrangement under section 182 of the OBCA on the
terms and subject to the conditions set out in the Plan of Arrangement,
subject to any amendments or variations thereto made in accordance with
the Combination Agreement, the Plan of Arrangement or made at the
direction of the Court.


"AUTOMATIC EXCHANGE RIGHTS" means the benefit of the obligation of Parent
to effect the automatic exchange of Exchangeable Shares for Parent Common
Shares pursuant to section 5.12.


"BENEFICIARIES" means the registered holders from time to time of
Exchangeable Shares, other than Parent and Parent's Affiliates.


"BENEFICIARY VOTES" has the meaning ascribed thereto in section 4.2.


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"BOARD OF DIRECTORS" means the Board of Directors of Company.


"BUSINESS DAY" means any day on which commercial banks are open for
business in Toronto, Ontario and New York, New York other than a Saturday,
a Sunday or a day observed as a holiday in Toronto, Ontario under
applicable laws or in New York, New York under applicable laws.


"CANADIAN DOLLAR EQUIVALENT" means, in respect of an amount expressed in a
currency other than Canadian dollars (the "FOREIGN CURRENCY AMOUNT") at
any date, the product obtained by multiplying (a) the Foreign Currency
Amount by (b) the noon spot exchange rate on such date for such foreign
currency expressed in Canadian dollars as reported by the Bank of Canada
or, in the event such spot exchange rate is not available, such exchange
rate on such date for such foreign currency expressed in Canadian dollars
as may be determined by the Board of Directors to be appropriate for such
purpose.


"COURT" means the ONTARIO SUPERIOR COURT OF JUSTICE.


"CURRENT MARKET PRICE" means, in respect of a Parent Common Share on any
date, the Canadian Dollar Equivalent of the average of the closing prices
of Parent Common Shares during a period of 20 consecutive trading days
ending not more than three trading days before such date on the Nasdaq,
or, if the Parent Common Shares are not then quoted on the Nasdaq, on such
other stock exchange or automated quotation system on which the Parent
Common Shares are listed or quoted, as the case may be, as may be selected
by the Board of Directors for such purpose; provided however, that if in
the opinion of the Board of Directors the public distribution or trading
activity of Parent Common Shares during such period does not create a
market which reflects the fair market value of a Parent Common Share, then
the Current Market Price of a Parent Common Share shall be determined by
the Board of Directors, in good faith and in its sole discretion, and
provided further that any such selection, opinion or determination by the
Board of Directors shall be conclusive and binding.


"EXCHANGE RIGHT" has the meaning ascribed thereto in section 5.1.


"EXCHANGEABLE SHARES" means the non-voting exchangeable shares in the
capital of Company, having the rights, privileges, restrictions and
conditions set out in Appendix 1 to the Plan of Arrangement.


"EXCHANGEABLE SHARE SUPPORT AGREEMENT" means the Exchangeable Share
Support Agreement made between Company and Parent substantially in the
form and content of Exhibit D to the Combination Agreement, as amended
pursuant to the terms of the Exchangeable Share Support Agreement.


"GOVERNMENTAL ENTITY" means any court, administrative agency, tribunal,
bureau, board, commission, public authority, governmental or regulatory
authority, agency, ministry, crown corporation or other law, rule-or
regulation-making entity, domestic or foreign, or any quasi-governmental
body, self-regulatory organization or stock exchange.


"INDEMNIFIED PARTIES" has the meaning ascribed thereto in section 9.1.


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"INSOLVENCY EVENT" means (i) the institution by Company of any proceeding
to be adjudicated a bankrupt or insolvent or to be wound up, or the
consent of Company to the institution of bankruptcy, insolvency or
winding-up proceedings against it, or (ii) the filing of a petition,
answer or consent seeking dissolution or winding-up under any bankruptcy,
insolvency or analogous laws, including without limitation the COMPANIES
CREDITORS' ARRANGEMENT ACT (Canada) and the BANKRUPTCY AND INSOLVENCY ACT
(Canada), and the failure by Company to contest in good faith any such
proceedings commenced in respect of Company within 30 days of becoming
aware thereof, or the consent by Company to the filing of any such
petition or to the appointment of a receiver, or (iii) the making by
Company of a general assignment for the benefit of creditors, or the
admission in writing by Company of its inability to pay its debts
generally as they become due, or (iv) Company not being permitted,
pursuant to solvency requirements of applicable law, to redeem any
Retracted Shares pursuant to section 6.6 of the Share Provisions.


"ITA" means the INCOME TAX ACT (Canada), as amended.


"LIQUIDATION CALL RIGHT" has the meaning ascribed thereto in the Plan of
Arrangement.


"LIQUIDATION EVENT" has the meaning ascribed thereto in section 5.12.


"LIQUIDATION EVENT EFFECTIVE DATE" has the meaning ascribed thereto in
section 5.12.


"LIST" has the meaning ascribed thereto in section 4.6.


"NASDAQ" means the Nasdaq National Market or its successor.


"OBCA" means the BUSINESS CORPORATIONS ACT (Ontario), as amended from time
to time.


"OFFICER'S CERTIFICATE" means, with respect to Parent or Company, as the
case may be, a certificate signed by any officer or director of Parent or
Company, as the case may be.


"PARENT CALL RIGHT" has the meaning ascribed thereto in the Plan of
Arrangement.


"PARENT COMMON SHARE" means a share of Class A common stock in the capital
of Parent and any other securities into which such shares may be changed
and, in the event of any transaction described in Section 11.1, the
corresponding shares in the capital of Parent Successor.


"PARENT CONSENT" has the meaning ascribed thereto in section 4.2.


"PARENT MEETING" has the meaning ascribed thereto in section 4.2.


"PARENT SUCCESSOR" has the meaning ascribed thereto in section 11.1(a).


"PERSON" means any individual, corporation (including any non-profit
corporation), general partnership, limited partnership, limited liability
partnership, joint venture, estate, trust, company (including any limited
liability company or joint stock company), firm or other enterprise,
association, organization, entity or Governmental Entity.


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"PLAN OF ARRANGEMENT" means the plan of arrangement relating to the
arrangement of Company under section 182 of the OBCA and any amendments or
variations thereto made in accordance with the Plan of Arrangement or made
at the direction of the Court.


"REDEMPTION CALL RIGHT" has the meaning ascribed thereto in the Plan of
Arrangement.


"RETRACTED SHARES" has the meaning ascribed thereto in section 5.7.


"RETRACTION CALL RIGHT" has the meaning ascribed thereto in the Share
Provisions.


"SHARE PROVISIONS" means the rights, privileges, restrictions and
conditions attaching to the Exchangeable Shares set forth in Appendix 1 to
the Plan of Arrangement.


"SPECIAL VOTING SHARE" means the share of Preferred Stock of Parent which
entitles the holder of record of such share to a number of votes at
meetings of holders of Parent Common Shares equal to the number of votes
that the holders of Exchangeable Shares outstanding from time to time
(other than Exchangeable Shares held by Parent or subsidiaries of Parent
or held by Persons directly or indirectly controlled by or under common
control with Parent, all as set out in the share provisions attaching to
such share of Preferred Stock would be entitled to if all such
Exchangeable Shares were exchanged by the holders thereof for Parent
Common Shares pursuant to the terms of the Exchangeable Shares, which
share is to be issued to, deposited with and voted by the Trustee as
described herein.


"TRUST" means the bare trust created by this Agreement under the laws of
the Province of Ontario.


"TRUST ESTATE" means the Special Voting Share, any other securities, the
Exchange Right, the Automatic Exchange Rights and any money or other
property which may be held by the Trustee from time to time pursuant to
this Agreement.


"TRUSTEE" means [- ] and, subject to the provisions of Article 10,
includes any successor trustee.


"VOTING RIGHTS" means the voting rights attached to the Special Voting
Share.


1.2 INTERPRETATION NOT AFFECTED BY HEADINGS, ETC.


The division of this Agreement into Articles, Sections and other portions and the insertion of headings are for convenience of reference only and should not affect the construction or interpretation of this Agreement. Unless otherwise indicated, all references to an "ARTICLE" or "SECTION" followed by a number or a letter refer to the specified Article or section of this Agreement. The terms "THIS AGREEMENT", "HEREOF", "HEREIN" and "HEREUNDER" and similar expressions refer to this Agreement and not to any particular Article, section or other portion hereof and include any agreement or instrument supplementary or ancillary hereto.


1.3 NUMBER, GENDER, ETC.


Words importing the singular number only shall include the plural and VICE VERSA. Words importing any gender shall include all genders.


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1.4 DATE FOR ANY ACTION


If any date on which any action is required to be taken under this Agreement is not a Business Day, such action shall be required to be taken on the next succeeding Business Day.


ARTICLE 2
PURPOSE OF AGREEMENT


2.1 ESTABLISHMENT OF TRUST


The purpose of this Agreement is to create the Trust for the benefit of the Beneficiaries, as herein provided. The Trustee will hold the Special Voting Share in order to enable the Trustee to exercise the Voting Rights and will hold the Exchange Right and the Automatic Exchange Rights in order to enable the Trustee to exercise such rights, in each case as trustee for and on behalf of the Beneficiaries as provided in this Agreement.


ARTICLE 3
SPECIAL VOTING SHARE


3.1 ISSUE AND OWNERSHIP OF THE SPECIAL VOTING SHARE


Immediately following execution of this Agreement, Parent shall issue to and deposit with the Trustee the Special Voting Share (and shall deliver the certificate representing such share to the Trustee) to be hereafter held of record by the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries and in accordance with the provisions of this Agreement. Parent hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Beneficiaries of U.S.$1.00 and other good and valuable consideration (and the adequacy thereof) for the issuance of the Special Voting Share by Parent to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the Trustee shall possess and be vested with full legal ownership of the Special Voting Share and shall be entitled to exercise all of the rights and powers of an owner with respect to the Special Voting Share, provided that the Trustee shall:


(a) hold the Special Voting Share and the legal title thereto as trustee
solely for the use and benefit of the Beneficiaries in accordance
with the provisions of this Agreement; and


(b) except as specifically authorized by this Agreement, have no power
or authority to sell, transfer, vote or otherwise deal in or with
the Special Voting Share and the Special Voting Share shall not be
used or disposed of by the Trustee for any purpose (including for
exercising dissent or appraisal rights relating to the Special
Voting Share) other than the purposes for which this Trust is
created pursuant to this Agreement.


3.2 LEGENDED SHARE CERTIFICATES


Company will cause each certificate representing Exchangeable Shares to bear an appropriate legend notifying the Beneficiaries of their right to instruct the Trustee with respect to


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the exercise of the Voting Rights in respect of the Exchangeable Shares of the Beneficiaries and the Automatic Exchange Rights.


3.3 SAFE KEEPING OF CERTIFICATE


The certificate representing the Special Voting Share shall at all times be held in safe keeping by the Trustee.


ARTICLE 4
EXERCISE OF VOTING RIGHTS


4.1 VOTING RIGHTS


The Trustee, as the holder of record of the Special Voting Share, shall be entitled to all of the Voting Rights, including the right to vote in person or by proxy the Special Voting Share on any matters, questions, proposals or propositions whatsoever that may properly come before the stockholders of Parent at a Parent Meeting or in connection with a Parent Consent. The Voting Rights shall be and remain vested in and exercised by the Trustee subject to the terms of this Agreement. Subject to section 7.15:


(a) the Trustee shall exercise the Voting Rights only on the basis of
instructions received pursuant to this Article 4 from Beneficiaries
on the record date established by Parent or by applicable law for
such Parent Meeting or Parent Consent who are entitled to instruct
the Trustee as to the voting thereof; and


(b) to the extent that no instructions are received from a Beneficiary
with respect to the Voting Rights to which such Beneficiary is
entitled, the Trustee shall not exercise or permit the exercise of
such Voting Rights.


4.2 NUMBER OF VOTES


With respect to all meetings of stockholders of Parent at which holders of Parent Common Shares are entitled to vote (each, a "PARENT MEETING") and with respect to all written consents sought by Parent from its stockholders including the holders of Parent Common Shares (each, a "PARENT CONSENT"), each Beneficiary shall be entitled to instruct the Trustee to cast and exercise the votes comprised in the Voting Rights for each Exchangeable Share owned of record by such Beneficiary on the record date established by Parent or by applicable law for such Parent Meeting or Parent Consent, as the case may be (the "BENEFICIARY VOTES"), in respect of each matter, question, proposal or proposition to be voted on at such Parent Meeting or in connection with such Parent Consent.


4.3 MAILINGS TO STOCKHOLDERS


With respect to each Parent Meeting and Parent Consent, the Trustee will promptly mail or cause to be mailed at the expense of Parent (or otherwise communicate in the same manner as Parent utilizes in communications to holders of Parent Common Shares, subject to applicable regulatory requirements and the Trustee being advised in writing as to that manner of communications, and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List, such mailing or communication to


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commence wherever practicable on the same day as the mailing or notice (or other communication) with respect thereto is commenced by Parent to its stockholders:


(a) a copy of such notice, together with any related materials,
including, without limitation, any circular or information statement
or listing particulars, to be provided to stockholders of Parent in
connection with the Parent Meeting or Parent Consent;


(b) a statement that such Beneficiary is entitled to instruct the
Trustee as to the exercise of the Beneficiary Votes with respect to
such Parent Meeting or Parent Consent or, pursuant to section 4.7,
to attend such Parent Meeting and to exercise personally the
Beneficiary Votes thereat;


(c) a statement as to the manner in which such instructions may be given
to the Trustee, including an express indication that instructions
may be given to the Trustee to give:


(i) a proxy to such Beneficiary or his designee to exercise
personally the Beneficiary Votes; or


(ii) a proxy to a designated agent or other representative of the
management of Parent to exercise such Beneficiary Votes;


(d) a statement that if no such instructions are received from the
Beneficiary, the Beneficiary Votes to which such Beneficiary is
entitled will not be exercised;


(e) a form of direction whereby the Beneficiary may instruct the Trustee
as to voting and as otherwise contemplated herein; and


(f) a statement of the time and date by which such instructions must be
received by the Trustee in order to be binding upon it, which in the
case of a Parent Meeting shall not be earlier than the close of
business on the second Business Day prior to such meeting, and of
the method for revoking or amending such instructions.


The materials referred to in this section 4.3 are to be provided to the Trustee by Parent, and the materials referred to in section 4.3(c), section 4.3(e) and section 4.3(f) shall be subject to reasonable comment by the Trustee in a timely manner. Parent shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Parent Common Shares. Parent agrees not to communicate with holders of Parent Common Shares with respect to the materials referred to in this section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries.


For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Parent Meeting or Parent Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Parent or by applicable law for purposes of determining shareholders entitled to vote at such Parent Meeting or in respect of such Parent Consent. Parent will notify the Trustee


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of any decision of the Board of Directors of Parent with respect to the calling of any Parent Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this section 4.3.


4.4 COPIES OF SHAREHOLDER INFORMATION


Parent will deliver to the Trustee copies of all proxy materials (including notices of Parent Meetings but excluding proxies to vote Parent Common Shares), information statements, reports (including without limitation, all interim and annual financial statements) and other written communications that, in each case, are to be distributed by Parent from time to time to holders of Parent Common Shares in sufficient quantities and in sufficient time so as to enable the Trustee to send those materials to each Beneficiary at the same time as such materials are first sent to holders of Parent Common Shares. The Trustee will mail or otherwise send to each Beneficiary, at the expense of Parent, copies of all such materials (and all materials specifically directed to the Beneficiaries or to the Trustee for the benefit of the Beneficiaries by Parent) received by the Trustee from Parent contemporaneously with the sending of such materials to holders of Parent Common Shares. The Trustee will also make available for inspection by any Beneficiary at the Trustee's principal office in Toronto all proxy materials, information statements, reports and other written communications that are:


(a) received by the Trustee as the registered holder of the Special
Voting Share and made available by Parent generally to the holders
of Parent Common Shares; or


(b) specifically directed to the Beneficiaries or to the Trustee for the
benefit of the Beneficiaries by Parent.


4.5 OTHER MATERIALS


As soon as reasonably practicable after receipt by Parent or shareholders of Parent (if such receipt is known by Parent) of any material sent or given by or on behalf of a third party to holders of Parent Common Shares generally, including without limitation, dissident proxy and information circulars (and related information and material) and take-over bid and securities exchange take-over bid circulars (and related information and material), provided such material has not been sent to the Beneficiaries by or on behalf of such third party, Parent shall use its reasonable efforts to obtain and deliver to the Trustee copies thereof in sufficient quantities so as to enable the Trustee to forward such material (unless the same has been provided directly to Beneficiaries by such third party) to each Beneficiary as soon as possible thereafter. As soon as reasonably practicable after receipt thereof, the Trustee will mail or otherwise send to each Beneficiary, at the expense of Parent, copies of all such materials received by the Trustee from Parent. The Trustee will also make available for inspection during regular business hours by any Beneficiary at the Trustee's principal office in Toronto copies of all such materials.


4.6 LIST OF PERSONS ENTITLED TO VOTE


Company shall, (a) prior to each annual, general and special Parent Meeting or the seeking of any Parent Consent and (b) forthwith upon each request made at any time by the Trustee in writing, prepare or cause to be prepared a list (a "LIST") of the names and addresses of the Beneficiaries arranged in alphabetical order and showing the number of Exchangeable Shares


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held of record by each such Beneficiary, in each case at the close of business on the date specified by the Trustee in such request or, in the case of a List prepared in connection with a Parent Meeting or a Parent Consent, at the close of business on the record date established by Parent or pursuant to applicable law for determining the holders of Parent Common Shares entitled to receive notice of or to vote at such Parent Meeting or to give consent in connection with such Parent Consent. Each such List shall be delivered to the Trustee promptly after receipt by Company of such request or the record date for such meeting or seeking of consent, as the case may be, and in any event within sufficient time as to permit the Trustee to perform its obligations under this Agreement. Parent agrees to give Company notice (with a copy to the Trustee) of the calling of any Parent Meeting or the seeking of any Parent Consent, together with the record dates therefor, sufficiently prior to the date of the calling of such meeting or seeking of such consent so as to enable Company to perform its obligations under this section 4.6.


4.7 ENTITLEMENT TO DIRECT VOTES


Subject to sections 4.8 and 4.11, any Beneficiary named in a List prepared in connection with any Parent Meeting or Parent Consent will be entitled (a) to instruct the Trustee in the manner described in section 4.3 with respect to the exercise of the Beneficiary Votes to which such Beneficiary is entitled or (b) to attend such meeting and personally exercise thereat, as the proxy of the Trustee, the Beneficiary Votes to which such Beneficiary is entitled.


4.8 VOTING BY TRUSTEE AND ATTENDANCE OF TRUSTEE REPRESENTATIVE AT MEETING


In connection with each Parent Meeting and Parent Consent, the Trustee shall exercise, either in person or by proxy, in accordance with the instructions received from a Beneficiary pursuant to section 4.3, the Beneficiary Votes as to which such Beneficiary is entitled to direct the vote (or any lesser number thereof as may be set forth in the instructions); provided, however, that such written instructions are received by the Trustee from the Beneficiary prior to the time and date fixed by the Trustee for receipt of such instructions in the notice given by the Trustee to the Beneficiary pursuant to section 4.3.


The Trustee shall cause a representative who is empowered by it to sign and deliver, on behalf of the Trustee, proxies for Voting Rights to attend each Parent Meeting. Upon submission by a Beneficiary (or its designee) of identification satisfactory to the Trustee's representative, and at the Beneficiary's request, such representative shall sign and deliver to such Beneficiary (or its designee) a proxy to exercise personally the Beneficiary Votes as to which such Beneficiar ...