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                                                                    EXHIBIT 10.2

 
              CAMBRIDGE TECHNOLOGY PARTNERS (MASSACHUSETTS), INC.
 
                            1991 STOCK OPTION PLAN
 
1. PURPOSE
 
  The name of this plan is the Cambridge Technology Partners (Massachusetts),
Inc. 1991 Stock Option Plan (the "Plan"). The purpose of the Plan is to
promote the long-term success of Cambridge Technology Partners
(Massachusetts), Inc., a Delaware corporation (the "Company"), by providing
financial incentives to the officers, employees, directors and consultants of
the Company who are in positions to make significant contributions toward such
success. The Plan is designed to attract individuals of outstanding ability to
become or to continue as officers, employees, directors or consultants of the
Company, to enable such individuals to acquire or increase proprietary
interests in the Company through the ownership of shares of Common Stock of
the Company, and to render superior performance during their associations with
the Company. The Company intends that this purpose will be effected by the
granting pursuant to the Plan of options for shares of the Company's Common
Stock (hereinafter referred to as "Options") that either do meet the
definition of "incentive stock options" ("Incentive Options") in Section
422(b) of the Internal Revenue Code of 1986, as amended (the "Code"), or do
not meet such definition ("Nonqualified Options").
 
  References herein to "the Company" shall include any successor corporation
to the Company and also any subsidiary of the Company (such that, if the
Company has one or more subsidiaries, individuals who are officers or key
employees thereof are eligible to be granted Options under the Plan).
 
2. OPTIONS TO BE GRANTED AND ADMINISTRATION
 
  (a) Options granted under the Plan may be either Incentive Options or
Nonqualified Options. An Option shall not be considered to be an Incentive
Option unless designated as such at the time of grant or in the option
agreement relating to such option, and any option that is not so designated
(or even if so designated fails to meet the definition of "incentive stock
option" under Section 422(b) of the Code) shall be a Nonqualified Option.
Unless otherwise specified in a particular grant, Options granted under the
Plan are intended to qualify as performance-based compensation to the extent
required under Section 162(m) of the Code and the regulations thereunder.
 
  (b) The Plan shall be administered by a committee (the "Option Committee")
of not less than two members of the Board of Directors of the Company selected
by and from the members of the Company's Board of Directors in accordance with
the provisions of the Company's By-Laws relating to the appointment of
Committees; provided, however, that the Plan shall be administered so that
Options granted under the Plan will qualify for the benefits provided by Rule
16b-3 (or any successor rule to the same effect) under the Securities Exchange
Act of 1934 and by Section 162(m) of the Code (or any successor provision to
the same effect) and the applicable regulations thereunder. Subject to the
provisions of this Plan, the Option Committee shall exercise all powers under
the Plan, unless and until other action is taken by the Company's Board of
Directors. Action by the Option Committee shall require the affirmative vote
of a majority of all its members, and a further vote of the Company's Board of
Directors shall be required for the approval of any and all grants of Options
recommended by the Option Committee.
 

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  (c) Subject to the terms and conditions of the Plan, the Option Committee
shall have the power:
 
    (i) To determine from time to time the Options to be granted to eligible
  persons under the Plan, and to prescribe the terms and provisions (which
  need not be identical) of each Option granted under the Plan to such
  persons, and to recommend the grant of Options to the Board of Directors of
  the Company for its approval;
 
    (ii) To construe and interpret the Plan and Options granted thereunder
  and to establish, amend, and revoke rules and regulations for
  administration of the Plan. In this connection, the Option Committee may
  correct any defect or supply any omission, or reconcile any inconsistency
  in the Plan, or in any option agreement, in the manner and to the extent it
  shall deem necessary or expedient to make the Plan fully effective. All
  decisions and determinations by the Option Committee and, with respect to
  the grant of Options, by the Board of Directors of the Company in the
  exercise of this power shall be final and binding upon the Company and all
  optionees; and
 
    (iii) Generally, to exercise such powers and to perform such acts as are
  deemed necessary or expedient to promote the best interests of the Company
  with respect to the Plan.
 
3. STOCK SUBJECT TO THE PLAN
 
  (a) The stock subject to the Options granted under the Plan shall be shares
of the Company's authorized but unissued common stock, par value $.01 per
share (the "Common Stock"), or previously issued shares of Common Stock that
have been reacquired and reserved by the Company's Board of Directors for
resale upon exercise of Options granted under the Plan. The total number of
shares of Common Stock that may be issued pursuant to Options granted under
the Plan shall not exceed an aggregate of 19,000,000 shares of Common Stock.
Such number shall be subject to adjustment as provided in Section 9 hereof.
 
  (b) Whenever any outstanding Option under the Plan expires, is cancelled or
is otherwise terminated (other than by exercise), the shares of Common Stock
allocable to the unexercised portion of such Option may again be the subject
of Options under the Plan.
 
  (c) No employee of the Company may be granted Options to acquire, in the
aggregate, more than 3,000,000 shares of Common Stock under the Plan. If any
Option granted under the Plan shall expire or terminate for any reason without
having been exercised in full or shall cease for any reason to be exercisable
in whole or in part, the unpurchased shares subject to such Option shall be
included in the determination of the aggregate number of shares of Common
Stock deemed to have been granted to such employee under the Plan.
 
4. STOCK OPTION GRANTS
 
  (a) Incentive Options may be granted only to persons who are employees of
the Company, including members of the Board of Directors who are also
employees of the Company. Nonqualified Options may be granted to officers and
employees of the Company, to directors of the Company, whether or not they are
also employees of the Company, to consultants to the Company who are not
employees, and to such other persons as the Option Committee shall select from
time to time. The determination of the persons eligible to receive grants, the
number of shares of Common Stock for which Options are granted and the
determination of whether an Option shall be an Incentive Option or a
Nonqualified Option shall be made by the Option Committee, subject to the
approval of the Board of Directors of the Company.
 

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  (b) No person shall be eligible to receive any Incentive Option under the
Plan if at the date of grant such person beneficially owns (or would own upon
the exercise of any Options held, or which upon such grant would be held, by
such person) in excess of ten percent (10%) of the outstanding shares of
Common Stock, unless (i) the exercise price is at least 110% of the fair
market value (determined as provided in Section 5(c) hereof at the time the
Incentive Option is granted) of the shares of Common Stock subject to the
Option and (ii) such Option by its terms is not exercisable after the
expiration of five (5) years from the date such Option is granted.
 
  (c) The aggregate fair market value (determined as provided in Section 5(c)
hereof at the time the Incentive Option is granted) of shares of Common Stock
with respect to which any Incentive Option is exercisable for the first time
by the optionee during any calendar year (plus the value of any other such
shares of Common Stock first purchasable in such year under any other Option
under the Plan or any other plan of the Company or any parent or subsidiary
thereof intended to be an "incentive stock option" under Section 422 of the
Code) shall not exceed $100,000, and no person shall be eligible to receive an
Incentive Option for shares of Common Stock in excess of such limitation.
 
5. TERMS OF THE OPTION AGREEMENTS
 
  Each option agreement for Options granted under the Plan shall contain such
provisions as the Option Committee shall from time to time deem appropriate.
Option agreements need not be identical, but each option agreement by
appropriate language, or by reference to this Section 5 of the Plan, shall
include the substance of all of the following provisions:
 
  (a) Expiration. Each Option shall expire on the date specified in the option
agreement, which date shall not be later than the tenth anniversary of the
date on which the Option was granted. Each Incentive Option shall in any event
expire not later than three months after the optionee is for any reason no
longer employed by the Company, except (i) if such termination of employment
results from optionee's disability (within the meaning of Section 22(e)(3) of
the Code), an Option may be exercised within twelve months thereafter, whether
or not exercisable at the time of such termination, and (ii) if such
termination of employment results from the optionee's death, an Option may be
exercised by his executors or administrators within twenty-four months
thereafter, whether or not exercisable at the time of such termination.
 
  (b) Exercise. Unless the Option Committee shall otherwise determine at the
time an Option is granted, each Option shall become vested and exercisable
with respect to 25% of the shares of Common Stock subject to such Option as of
the first anniversary of the date of grant and, thereafter, with respect to an
additional 2.083% of the shares subject to such Option as of the same day (or
the immediately preceding day if a month does not have such day) of each
calendar month thereafter, so that such Option shall be exercisable in full as
of the fourth anniversary of the date of grant. Unless otherwise provided in
the vote of either the Option Committee or the Board of Directors of the
Company, for this purpose the date of the grant of an Option shall be the date
on which the Board of Directors approves the grant. To the extent not
exercised, vested installments shall accumulate and be exercisable in whole or
in part at any time after becoming exercisable, but not later than the date
the Option expires or terminates.
 
  (c) Purchase Price. Unless the Option Committee shall otherwise determine at
the time the Option is granted, the purchase price per share of Common Stock
under each Option shall be not less than the fair market value of a share of
Common Stock on the date the Option is granted. For the purposes of the Plan,
the fair market value of the shares of Common Stock shall be determined by the
Option Committee with the approval of the Board of Directors of the Company.
 

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6. LIMITATION ON RIGHTS OF OPTIONEES
 
  (a) Transferability of Options. Except as set forth below, (i) no Option
shall be transferable by any optionee other than by will or by the laws of
descent and distribution and (ii) Options may be exercised during the
optionee's lifetime only by the optionee (or, if the optionee is disabled and
so long as the Option remains exercisable, by the optionee's duly appointed
guardian or other legal representative). However, the Committee may, in its
discretion, permit an option recipient to transfer the option to family
members or other persons for estate planning purposes. In connection with
permitting transfers, the Committee may require that (i) no consideration
given or payment made for any such transfer, (ii) the stock option agreement
pursuant to which such options are granted must be approved by the Committee,
and must expressly provide for transferability at the date of grant in a
manner consistent with the 1991 Plan, and (iii) subsequent transfers of the
transferred option shall be prohibited except those in accordance with this
Section. Following any such transfer, any such options shall continue to be
subject to the same terms and conditions as were applicable immediately prior
to transfer, provided that for purposes of Sections 4, 5, 6(b) - (d), 7, 8, 9
and 12 hereof the term "optionee" shall be deemed to refer to the transferee.
The events of termination of employment set forth in an optionee's option
agreement shall continue to be applied with respect to the original optionee,
following which the options shall be exercisable by the transferee only to the
extent, and for the periods specified herein.
 
  (b) No Shareholder Rights. No optionee shall be deemed for any purpose to be
the owner of any shares of Common Stock subject to any Option unless and until
(i) the Option shall have been exercised pursuant to the terms thereof, (ii)
the Company shall have issued and delivered the shares to the optionee, and
(iii) the optionee's name shall have been entered as a shareholder of record
on the books of the Company. Thereupon, the optionee shall have full voting,
dividend and other ownership rights with respect to such shares of Common
Stock.
 
  (c) No Employment Rights. Neither the Plan nor the grant of any Option
thereunder shall be deemed to confer upon any optionee any rights of
employment with the Company, including without limitation any right to
continue in the employ of the Company, or affect the right of the Company to
terminate the employment of an optionee at any time, with or without cause.
 
  (d) Authority of Company. The existence of the Options shall not affect: the
right or power of the Company or its shareholders to make adjustments,
recapitalizations, reorganizations or other changes in the Company's capital
structure or its business; any issue of bonds, debentures, preferred or prior
preference stock affecting the Common Stock or the rights thereof; the
dissolution or liquidation of the Company, or sale or transfer of any part of
its assets or business; or any other act, whether of a similar character or
otherwise.
 
7. METHOD OF EXERCISE; PAYMENT OF PURCHASE PRICE
 
  (a) Notice of Exercise. Any Option granted under the Plan may be exercised
by the optionee by delivering to the Chief Financial Officer of the Company
(or such other representative of the Company as the Option Committee may
designate) on any business day a written notice specifying the number (which
shall be consistent with the provisions of Section 5(b) hereof) of shares of
Common Stock the optionee then desires to purchase (the "Notice").
 
  (b) Payment. Payment for the shares of Common Stock purchased pursuant to
the exercise of an Option shall be made either (i) in cash or by check
representing good funds in an amount equal to the option price for the number
of shares of Common Stock specified in the Notice (the "Total Option Price"),
or (ii) if authorized by the applicable option agreement, by the valid and
properly completed transfer to the Company of a number of shares of Common
Stock having a fair market value, determined as provided in Section 5(c)
hereof, equal to or
 
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less than the Total Option Price, plus cash or check in an amount equal to the
excess, if any, of the Total Option Price over the fair market value of such
shares of Common Stock.
 
8. NOTICE OF DISPOSITION; WITHHOLDING; ESCROW
 
  An optionee shall immediately notify the Company in writing of any sale,
transfer, assignment or other disposition (or action constituting a
disqualifying disposition within the meaning of Section 421 of the Code) of
any shares of Common Stock acquired through exercise of an Incentive Option,
within two (2) years after the grant of such Incentive Option or within one
(1) year after the acquisition of such shares of Common Stock, setting forth
the date and manner of disposition, the number of shares of Common Stock
disposed of and the price at which such shares of Common Stock were disposed
of. The Company shall be entitled to withhold from any compensation or other
payments then or thereafter due to the optionee such amounts as may be
necessary to satisfy any withholding requirements of federal or state law or
regulation and, further, to collect from the optionee any additional amounts
which may be required for such purpose as a condition of delivering the shares
of Common Stock acquired pursuant to an Option. The Option Committee may, in
its discretion, require shares of Common Stock acquired by an optionee upon
exercise of an Incentive Option to be held in an escrow arrangement for the
purpose of enabling compliance with this Section 8.
 
9. ADJUSTMENT UPON CHANGES IN CAPITALIZATION.
 
  (a) Events for Adjusting Number and Price. If the shares of Common Stock as
a whole are changed into or exchanged for a different number or kind of shares
or securities of the Company, whether through reorganization,
recapitalization, reclassification, stock dividend or other distribution,
split, combination of interests, exchange of interests, change in corporate
structure or the like, an appropriate and proportionate adjustment shall be
made in the number and kind of shares of Common Stock subject to the Plan and
in the number, kind, and per share exercise price of shares of Common Stock
subject to unexercised Options or portions thereof granted prior to any such
change. In the event of any such adjustment in an outstanding Option, the
optionee thereafter shall have the right to purchase the number of shares of
Common Stock under such Option at the per share price, as so adjusted, which
the optionee could purchase at the total purchase price applicable to the
Option immediately prior to such adjustment.
 
  (b) Option Committee and Board Action. Adjustments under this Section 9
shall be determined by the Option Committee and approved and ratified by the
Board of Directors of the Company, and such determinations shall be
conclusive. The Option Committee shall have the discretion, and power in any
such event to determine and to make effective provision for acceleration of
the time or times at which any Option or portion thereof shall become
exercisable. No fractional interests shall be issued under the Plan on account
of any adjustment specified above.
 
10. AMENDMENT OR TERMINATION OF PLAN.
 
  The Board of Directors of the Company may modify, revise or terminate this
Plan at any time and from time to time, except that, other than as provided in
Section 9 hereof, no amendment shall be effective unless approved by the
stockholders of the Company in accordance with applicable law and regulations
at an annual or special meeting held within twelve (12) months before or after
the date of adoption of such amendment, where such amendment will:
 
    (a) increase the number of shares of Common Stock as to which Options may
  be granted under the Plan;
 
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    (b) change in substance Section 4 hereof relating to eligibility to
  participate in the Plan;
 
    (c) change the minimum purchase price of Incentive Options to be granted
  under the Plan;
 
    (d) increase the maximum term of Options provided herein; or
 
    (e) otherwise materially increase the benefits accruing to participants
  under the Plan.
 
  Except as provided in Section 9 hereof, rights and obligations under any
Option granted before any amendment of the Plan shall not be altered or
impaired by such amendment, except with the consent of the optionee.
 
11. EFFECTIVE DATE; NONEXCLUSIVITY
 
  (a) Effective Date. This Plan will be deemed to have been adopted and to be
effective when approved by the stockholders of the Company in compliance with
Temporary Regulation (S)14a-422A-2 under the Code.
 
  (b) Nonexclusivity. The adoption of the Plan shall not be construed as
creating any limitations on the power of the Board of Directors of the Company
to adopt such other incentive arrangements as it may deem desirable,
including, without limitation, the granting of options otherwise than under
the Plan, and such arrangements may be either applicable generally or only in
specific cases.
 
12. GOVERNMENT AND OTHER REGULATIONS; GOVERNING LAW
 
  (a) Securities Laws. If in the opinion of legal counsel for the Company the
issuance or sale of any shares of Common Stock pursuant to the exercise of an
Option would not be lawful for any reason, including without limitation the
inability of the Company to obtain from any governmental authority or
regulatory body having jurisdiction the authority deemed by such counsel to be
necessary to such issuance or sale, the Company shall not be obligated to
issue or sell any shares of Common Stock pursuant to the exercise of an Option
to an Optionee or any other authorized person unless a registration statement
that complies with the provisions of the Securities Act of 1933, as amended,
(the "Act") in respect of such shares of Common Stock is in effect at the time
thereof, or other appropriate action has been taken under and pursuant to the
terms and provisions of the Act, or the Company receives evidence satisfactory
to such counsel that the issuance and sale of such shares of Common Stock, in
the absence of an effective registration statement or other appropriate
action, would not constitute a violation of the Act or any applicable state
securities law. The Company is in no event obligated to register any such
shares of Common Stock, to comply with any exemption from registration
requirements or to take any other action which may be required in order to
permit, or to remedy or remove any prohibition or limitation on, the issuance
or sale of such shares of Common Stock of any optionee or other authorized
person.
 
  (b) Withholding Taxes. As a condition of exercise of an Option, the Company
may, in its sole discretion, withhold or require the optionee to pay or
reimburse the Company for any taxes which the Company determines are required
to be withheld in connection with the grant or any exercise of an Option.
 
  (c) Governing Law. The Plan shall be interpreted such that all options
hereunder intended to be Incentive Options shall meet the requirements
therefor set forth in Section 422 of the Code (and any applicable regulations,
rulings or judicial decisions interpreting said Section). Otherwise, the Plan
shall be governed by and interpreted under the laws of the State of Delaware.
 
13. TERMINATION OF GRANTING OF OPTIONS UNDER THE PLAN
 
  No Option may be granted under the Plan after the tenth anniversary of the
effective date of the Plan.