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                                                                    EXHIBIT 10.2


                                 MEDIA 100 INC.

                       1986 Employee Stock Purchase Plan,
                      as amended through November 15, 1996
                      ------------------------------------


Section 1. Purpose of Plan.
           ---------------

     The Media 100 Inc. ("Media 100") 1986 Employee Stock Purchase Plan (the
"Plan") is intended to provide a method by which eligible employees of Media 100
(formerly Data Translation, Inc.) and its subsidiaries (collectively, the
"Company") may use voluntary, systematic payroll deductions to purchase shares
of Common Stock of Media 100 ("stock") and thereby acquire an interest in the
future of the Company. For purposes of the Plan, a subsidiary is any corporation
in which Media 100 owns, directly or indirectly, stock possessing 50% or more of
the total combined voting power of all classes of stock.


Section 2. Options to Purchase Stock.
           -------------------------

     Under the Plan, there is available an aggregate of not more than 300,000
shares of stock (subject to adjustment as provided in Section 16) for sale
pursuant to the exercise of options ("options") granted under the Plan to
employees of the Company ("employees"). The stock to be delivered upon exercise
of options under the Plan may be either shares of Media 100's authorized but
unissued stock, or shares of reacquired stock, as the Board of Directors of
Media 100 (the "Board of Directors") shall determine.


Section 3. Eligible Employees.
           ------------------

     With respect to option periods beginning prior to July 12, 1995, except as
otherwise provided in Section 20, each employee who has completed six months or
more of continuous service in the employ of the Company shall be eligible to
participate in the Plan. With respect to option periods beginning on or after
July 12, 1995, except as otherwise provided in Section 20, each employee who has
completed one month of continuous service in the employ of the Company shall be
eligible to participate in the Plan.


Section 4. Method of Participation.
           -----------------------

     Subject to the second paragraph of Section 8, the periods January 1 to June
30 and July 1 to December 31 of each year shall be option periods. Each person
who will be an eligible employee on the first day of any option period may elect
to participate in the Plan by executing and delivering, at least 15 days prior
to such day, a payroll deduction authorization in accordance with Section 5.
Such employee shall thereby become a participant ("participant") on the first
day of such option period and shall remain a participant until his participation
is terminated as provided in the Plan. Each participant 

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shall execute, prior to or contemporaneously with his election to participate in
the Plan, the Company's then standard form of Employee Agreement relating to
confidentiality, inventions and the like.


Section 5. Payroll Deductions.
           ------------------

     The payroll deduction authorization shall request withholding, at a rate of
not less than 2% nor more than 10%, from the participant's compensation, by
means of substantially equal payroll deductions over the option period. With
respect to option periods prior to January 1, 1996, for purposes of the Plan,
"compensation" shall mean all compensation paid to the participant by the
Company other than as bonuses, commissions, overrides, overseas allowances, and
payments under stock option plans and other employee benefit plans. With respect
to option periods beginning on or after January 1, 1996, for purposes of the
Plan, "compensation" shall mean all compensation paid to the participant by the
Company including compensation paid as bonuses and commissions, but excluding
overrides, overseas allowances, and payments under stock option plans and other
employee benefit plans A participant may change the withholding rate of his
payroll deduction authorization by written notice delivered to the Company at
least 15 days prior to the first day of the option period as to which the change
is to be effective. All amounts withheld in accordance with a participant's
payroll deduction authorization shall be credited to a withholding account for
such participant.

Section 6. Grant of Options.
           ----------------

     Each person who is a participant on the first day of an option period shall
as of such day be granted an option for such period. Such option shall be for
the number of shares of stock to be determined by dividing (a) the balance in
the participant's withholding account on the last day of the option period by
(b) the purchase price per share of the stock determined under Section 7, and
eliminating any fractional share from the quotient. The Company shall reduce on
a substantially proportionate basis the number of shares of stock receivable by
each participant upon exercise of his option for an option period in the event
that the number of shares then available under the Plan is otherwise
insufficient.


Section 7. Purchase Price.
           --------------

     The purchase price of stock issued pursuant to the exercise of an option
shall be 85% of the fair market value of the stock at (a) the time of grant of
the option or (b) the time at which the option is deemed exercised, whichever is
less. Fair market value shall be determined in accordance with the applicable
provisions of the Internal Revenue Code of 1986, as amended or restated from
time to time (the "Code") or regulations issued thereunder, or in the absence of
any such provisions or regulations, shall be deemed to be the last sale price at
which the stock is traded on the day in question or the last prior date on which
a trade occurred as reported in the Wall Street Journal; or, if the Wall Street
Journal is not published or does not list the stock, then in such other
appropriate 

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newspaper of general circulation as the Board of Directors may prescribe; or, if
the last price at which the stock traded is not generally reported, then the
mean between the reported bid and asked prices at the close of the market on the
day in question or the last prior date when such prices were reported.

Section 8. Exercise of Options.
           -------------------

     If an employee is a participant in the Plan on the last business day of an
option period, he shall be deemed to have exercised the option granted to him
for that period. Upon such exercise, the Company shall apply the balance of the
participant's withholding account to the purchase of the number of whole shares
of stock determined under Section 6, and as soon as practicable thereafter shall
issue and deliver certificates for said shares to the participant and shall
return to him the balance, if any, of his withholding account in excess of the
total purchase price of the shares so issued. No fractional shares shall be
issued hereunder.

     Notwithstanding anything herein to the contrary, the Company shall not be
obligated to deliver any shares unless and until, in the opinion of the
Company's counsel, all requirements of applicable federal and state laws and
regulations (including any requirements as to legends) have been complied with,
nor, if the outstanding stock is at the time listed on any securities exchange,
unless and until the shares to be delivered have been listed (or authorized to
be added to the list upon official notice of issuance) upon such exchange, nor
unless or until all other legal matters in connection with the issuance and
delivery of shares have been approved by the Company's counsel.


Section 9. Interest.
           --------  

     No interest will be payable on withholding accounts.



Section 10. Cancellation and Withdrawal.
            ---------------------------

     A participant who holds an option under the Plan may at any time prior to
exercise thereof under Section 8 cancel all (but not less than all) of his
option by written notice delivered to the Company. Upon such cancellation, the
balance in his withholding account shall be returned to him.

     A participant may terminate his payroll deduction authorization as of any
date by written notice delivered to the Company and shall thereby cease to be a
participant as of such date. Any participant who voluntarily terminates his
payroll deduction authorization prior to the last business day of an option
period shall be deemed to have canceled his option.

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Section 11. Termination of Employment.
            -------------------------

     Except as otherwise provided in Section 12, upon the termination of a
participant's employment with the Company for any reason whatsoever, he shall
cease to be a participant, and any option held by him under the Plan shall be
deemed cancelled, the balance of his withholding account shall be returned to
him, and he shall have no further rights under the Plan. For purposes of this
Section 11, a participant's employment will not be considered terminated in the
case of sick leave or other bona fide leave of absence approved for purposes of
this Plan by Media 100 or a subsidiary or in the case of a transfer to the
employment of a subsidiary or to the employment of Media 100.


Section 12. Death or Retirement of Participant.
            ----------------------------------

     In the event a participant holds any option hereunder at the time his
employment with the Company is terminated (1) by his retirement with the consent
of the Company, and such retirement is within three months of the time such
option becomes exercisable, or (2) by his death whenever occurring, then such
participant (or in the event of death, his legal representative) may, by a
writing delivered to the Company on or before the date such option is
exercisable, elect either (a) to cancel any such option and receive in cash the
balance in his withholding account, or (b) to have the balance in his
withholding account applied as of the last day of the option period to the
exercise of his option pursuant to Section 8. In the event such participant (or
his legal representative) does not file a written election as provided above,
any outstanding option shall be treated as if an election had been filed
pursuant to subparagraph (a) above.


Section 13. Participant's Rights Not Transferable, Etc.
            ------------------------------------------

     All participants granted options under the Plan shall have the same rights
and privileges. Each participant's rights and privileges under any option
granted under the Plan shall be exercisable during his lifetime only by him, and
shall not be sold, pledged, assigned, or otherwise transferred in any manner
whatsoever except by will or the laws of descent and distribution. In the event
any participant violates the terms of this Section, any options held by him may
be terminated by the Company and upon return to the participant of the balance
of his withholding account, all his rights under the Plan shall terminate.

Section 14. Employment Rights.
            -----------------
         Neither the adoption of the Plan nor any of the provisions of the Plan
shall confer upon any participant any right to continued employment with Media
100 or a subsidiary or affect in any way the right of the Company to terminate
the employment of a participant at any time.

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Section 15. Rights as a Shareholder.
            -----------------------

     A participant shall have the rights of a shareholder only as to stock
actually acquired by him under the Plan.


Section 16. Change in Capitalization.
            ------------------------

     In the event of a stock dividend, stock split or combination of shares,
recapitalization, merger in which Media 100 is the surviving corporation or
other change in Media 100's capital stock, the number and kind of shares of
stock or securities of Media 100 to be subject to the Plan and to options then
outstanding or to be granted hereunder, the maximum number of shares or
securities which may be delivered under the Plan, the option price and other
relevant provisions shall be appropriately adjusted by the Board of Directors,
whose determination shall be binding on all persons. In the event of a
consolidation or merger in which Media 100 is not the surviving corporation or
in the event of the sale or transfer of substantially all Media 100's assets
(other than by the grant of a mortgage or security interest), all outstanding
options shall thereupon terminate, provided that prior to the effective date of
any such merger, consolidation or sale of assets, the Board of Directors shall
either (a) return the balance in all withholding accounts and cancel all
outstanding options, or (b) accelerate the exercise date provided for in Section
8, or (c) if there is a surviving or acquiring corporation, arrange to have that
corporation or an affiliate of that corporation grant to the participants
replacement options having equivalent terms and conditions as determined by the
Board of Directors.


Section 17. Administration of Plan.
            ----------------------

     The Plan will be administered by the Board of Directors. The Board of
Directors will have authority, not inconsistent with the express provisions of
the Plan, to take all action necessary or appropriate hereunder, to interpret
its provisions, and to decide all questions and resolve all disputes which may
arise in connection therewith. Such determinations of the Board of Directors
shall be conclusive and shall bind all parties.

     The Board may, in its discretion, delegate its powers with respect to the
Plan to an Employee Benefit Plan Committee or any other committee (the
"Committee"), in which event all references to the Board of Directors hereunder,
including without limitation the references in Section 18, shall be deemed to
refer to the Committee. A majority of the members of any such Committee shall
constitute a quorum, and all determinations of the Committee shall be made by a
majority of its members. Any determination of the Committee under the Plan may
be made without notice or meeting of the Committee by a writing signed by a
majority of the Committee members.


Section 18. Amendment and Termination of Plan.
            ---------------------------------

     The Board of Directors may at any time or times amend the Plan or amend any
outstanding option or options for the purpose of satisfying the requirements of
any 

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changes in applicable laws or regulations or for any other purpose which may
at the time be permitted by law, provided that (except to the extent explicitly
required or permitted herein) no such amendment will, without the approval of
the shareholders of Media 100, (a) increase the maximum number of shares
available under the Plan, (b) reduce the option price of outstanding options or
reduce the price at which options may be granted, or (c) amend the provisions of
this Section 18 of the Plan, and no such amendment will adversely affect the
rights of any participant (without his consent) under any option theretofore
granted.

     The Plan may be terminated at any time by the Board of Directors, but no
such termination shall adversely affect the rights and privileges of holders of
the outstanding options.


Section 19. Approval of Shareholders.
            ------------------------

     The Plan shall be subject to the approval of the shareholders of the
Company, which approval shall be secured within twelve months after the date the
Plan is adopted by the Board of Directors. Notwithstanding any other provisions
of the Plan, no option shall be exercised prior to the date of such approval.


Section 20. Limitations on Eligibility.
            --------------------------

     Notwithstanding any other provision of the Plan,

     (a) An employee shall not be eligible to receive an option pursuant to the
Plan if, immediately after the grant of such option to him, he would (in
accordance with the provisions of Sections 423 and 425(d) of the Code) own or be
deemed to own stock possessing 5% or more of the total combined voting power or
value of all classes of stock of the employer corporation or of its parent or
subsidiary corporation, as defined in Section 425 of the Code.

     (b) No employee shall be granted an option under the Plan which would
permit his rights to purchase shares of stock under all employee stock purchase
plans of the Company and any parent and subsidiary corporations to accrue at a
rate which exceeds $25,000 in fair market value of such stock (determined at the
time the option is granted) for each calendar year during which any such option
granted to such employee is outstanding at any time, as provided in Sections 423
and 425 of the Code.




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