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Exhibit 10.2
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                                    FORM OF
                             DIGITALWORK.COM, INC.
                       2000 EMPLOYEE STOCK PURCHASE PLAN
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1.   Purpose.
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     The purpose of this Plan is to provide Employees of the Company and its
subsidiaries with an opportunity to acquire a proprietary interest in the
Company through the purchase of shares of Common Stock of the Company and
thereby provide Employees with an additional incentive to contribute to the
prosperity of the Company. It is the intention of the Company that the Plan
qualify as an "Employee Stock Purchase Plan" under Section 423 of the Code. The
provisions of the Plan shall, accordingly, be construed so as to extend and
limit participation in a manner consistent with the requirements of Section 423
of the Code.

2.   Definitions.
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     "Administrator" means the Board of Directors of the Company and/or
     Committee appointed by the Board.

     "Affiliate" shall mean a parent or subsidiary corporation as defined in the
     applicable provisions (currently Section 424(e) and (f), respectively) of
     the Code.

     "Applicable Laws" means the requirements relating to the administration of
     stock purchase plans under U.S. state corporate laws, U.S. federal and
     state securities laws, the Code, any stock exchange or quotation system on
     which the Common Stock is listed or quoted and the applicable laws of any
     other country or jurisdiction where Shares are issued under the Plan.

     "Board" shall mean the Board of Directors of the Company.

     "Code" shall mean the Internal Revenue Code of 1986, as amended.

     "Committee" shall mean the Committee appointed by the Board to administer
     the Plan.

     "Common Stock" shall mean the Common Stock of the Company.

     "Company" shall mean DigitalWork.com, Inc., a Delaware corporation.

     "Employee" shall mean any individual who is an employee of the Company, or
     of any Affiliate designated by the Administrator as eligible to participate
     in the Plan, for purposes of tax withholding under the Code whose customary
     employment with the Company is at least twenty (20) hours per week and more
     than five (5) months in any calendar year. For purposes of the Plan, the
     employment relationship shall be treated as continuing intact while the
     individual is on sick leave or other leave of absence approved by the
     Company or Affiliate. Where the period of leave exceeds ninety (90) days
     and the

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     individual's right to reemployment is not guaranteed by statute or by
     contract, the employment relationship will be deemed to have terminated on
     the ninety first (91) day of such leave.

     "Five-Percent Stockholder" shall mean an Employee who owns (or is deemed to
     own pursuant to Section 424(d) of the Code, or would own upon the exercise
     of any option extended hereunder or any other option, whether qualified or
     nonqualified, held by such employee) shares of capital stock possessing
     five percent (5%) or more of the total combined voting power or value of
     all classes of stock of the Company, or any subsidiary of the Company.

     "Offering Date" shall mean the first business day of each Purchase Period.

     "Fair Market Value" means, as of any date, the value of Common Stock
     determined as follows:

          (i)   if the Common Stock is listed on any established stock exchange
                or a national market system, including without limitation the
                National Market or SmallCap Market of The Nasdaq Stock Market,
                its Fair Market Value shall be the closing sales price for such
                stock (or the closing bid, if no sales were reported) as quoted
                on such exchange or system for the last market trading day prior
                to the time of determination, as reported in The Wall Street
                Journal or such other source as the Administrator deems
                reliable;

          (ii)  if the Common Stock is regularly quoted by a recognized
                securities dealer but selling prices are not reported, its Fair
                Market Value shall be the mean between the high bid and low
                asked prices for the Common Stock on the last market trading day
                prior to the day of determination; or

          (iii) in the absence of an established market for the Common Stock,
                the Fair Market Value thereof shall be determined in good faith
                by the Administrator.

     "Participant" shall mean an Employee who is a participant in the Plan.

     "Pay" shall mean an Employee's total compensation paid by the Company,
     exclusive of any payment in cash or kind under any stock option plan,
     deferred compensation plan, or other employee benefit plan or program of
     the Company.

     "Plan" shall mean this DigitalWork.com, Inc. 1999 Employee Stock Purchase
     Plan.

     "Plan Year" shall mean a calendar year.

     "Purchase Date" shall mean the last business day of each Purchase Period.

     "Purchase Period" shall mean a six-month period that commences on the
     Offering Date and ends on the Purchase Date.  The initial period shall
     commence on the date the

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     Company's Registration Statement respecting its public offering is declared
     effective by the Securities and Exchange Commission and ending on December
     31, 1999, and subsequent six-month periods thereafter commencing on January
     1, 2000, during which options granted pursuant to the Plan may be
     exercised.

     "Share" shall mean a share of the Common Stock, as adjusted in accordance
     with Section 8 of the Plan.

     "Stockholder" shall mean a record holder of shares entitled to vote shares
     of Common Stock.

     "Subsidiary" shall mean a subsidiary corporation of the Company within the
     meaning of Section 424(f) of the Code, whether now or hereafter existing.

3.   Administration.
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     The Board shall appoint an Administrator who will serve for such period of
time as the Board may specify and who may be removed by the Board at any time.
The Administrator will have the authority and responsibility for the day-to-day
administration of the Plan, the authority and responsibility specifically
provided in this Plan and any additional duties, responsibility and authority
delegated by the Board.  The Administrator may delegate to one or more
individuals the day-to-day administration of the Plan.  The Administrator shall
have full power and authority to promulgate any rules and regulations which it
deems necessary for the proper administration of the Plan, to interpret the
provisions and supervise the administration of the Plan, to make factual
determinations relevant to Plan entitlements, and to take all action in
connection with administration of the Plan as it deems necessary or advisable,
consistent with the delegation from the Board, provided, however, the
administration of the Plan shall be consistent with Rule 16b-3 ("Rule 16b-3")
under the Securities Exchange Act of 1934,  The administration, interpretation
or application of the Plan by the Administrator shall be final and binding upon
all Participants.  The Company shall pay all expenses incurred in the
administration of the Plan.  No Board or Committee member shall be liable for
any action or determination made in good faith with respect to the Plan or any
option granted thereunder.

4.   Eligibility.
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     Any Employee employed by either the Company, or by any Affiliate designated
by the Administrator as eligible to participate in the Plan, on a given Offering
Date shall be eligible to participate in the Plan with respect to the Purchase
Period commencing on such Offering Date.  Any provisions of the Plan to the
contrary notwithstanding, no Employee shall be granted an option under the Plan
if such Employee is a Five Percent Stockholder.

5.   Participation and Withdrawal.
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     (a)  Payroll Deduction Authorization and Plan Enrollment.  An eligible
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          Employee may become a Participant by completing and filing, on a date
          prescribed by the Administrator prior to an applicable Offering Date,
          a payroll deduction

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          authorization and Plan enrollment form provided by the Company. Once
          properly made, an eligible Employee's election to participate shall be
          automatically renewed for each subsequent Offering Period, subject to
          any termination or withdrawal as provided in Section 5(c). Payroll
          deductions for a Participant shall commence on the first payroll
          following the Offering Date and shall end on the last payroll in
          Purchase Period to which such authorization is applicable, unless
          sooner terminated by the Participant as provided in Section 5(c). An
          eligible Employee may authorize payroll deductions at the rate of any
          whole percentage of the Employee's Pay, in an amount not exceeding ten
          percent (10%) of Pay received by Employee on each payday during the
          Purchase Period, and the aggregate of such payroll deductions during
          the Purchase Period shall not exceed ten percent (10%) of the
          Employee's Pay during the Purchase Period. All payroll deductions made
          for a Participant shall be credited to his account under the Plan and
          will be withheld in whole percentages only. A Participant may not make
          any additional payments into such account.

     (b)  Modification of Payroll Deduction.  A Participant may decrease his or
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          her rate of payroll deductions at any time in accordance with
          procedures prescribed by the Administrator.  A Participant may
          increase his or her rate of payroll deductions only effective on the
          first payroll date following the next Purchase Date by filing a new
          payroll deduction authorization and Plan enrollment form.

     (c)  Discontinuance of Participation.  A Participant may discontinue
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          participation in the Plan at any time during a Purchase Period by
          completing and filing a new payroll deduction authorization and Plan
          enrollment form with the Company.

          If a Participant discontinues participation during a Purchase Period,
          his or her accumulated payroll deductions will remain in the Plan for
          purchase of shares as specified in Section 7 on the following Purchase
          Date, but the Participant will not again participate until he or she
          re-enrolls in the Plan. Alternatively, participants may request a cash
          distribution of monies accumulated but not yet distributed by
          following procedures specified by the Administrator. The Administrator
          may (1) establish rules limiting the frequency with which Participants
          may discontinue and resume payroll deductions under the Plan and may
          impose a waiting period on Participants wishing to resume payroll
          deductions following discontinuance, and (2) change the rules
          regarding discontinuance of participation or changes in participation
          in the Plan.

          In the event any Participant terminates employment with the Company
          for any reason (including death) prior to the expiration of a Purchase
          Period, the Participant's participation in the Plan shall terminate
          and all accumulated payroll deductions credited to the Participant's
          account shall be paid to the Participant or the Participant's estate
          without interest (except where required by local law).

     (d)  Failure to Follow Procedures.  If a Participant has not followed
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          procedures prescribed by the Administrator to change the rate of
          payroll deductions or to discontinue the payroll deductions, the rate
          of payroll deductions shall continue at

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          the originally elected rate throughout the Purchase Period and future
          Purchase Periods (or any lower maximum rate then in effect).

     (e)  Tax Withholding.  At the time the option is exercised, or at the time
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          the Company's Common Stock issued under the Plan is disposed of, the
          Participant must make adequate provision for the Company's federal,
          state, or other tax withholding obligations, if any, which arise upon
          the exercise of the option or the disposition of the Common Stock.  At
          any time, the Company may, but will not be obligated to, withhold from
          the Participant's Pay the amount necessary for the Company to meet
          applicable withholding obligations, including any withholding required
          to make available to the Company any tax deductions or benefits
          attributable to sale or early disposition of Common Stock by the
          Employee.

6.   Offering.
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     (a)  Maximum Number of Shares. The maximum number of Shares that may be
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          sold under the Plan is seven hundred fifty thousand (750,000), subject
          to adjustment upon changes in capitalization of the Company as
          provided in Section 9. Shares sold under the Plan may be either
          authorized and unissued Shares or issued Shares heretofore or
          hereafter acquired and held as treasury Shares, as the Administrator
          may from time to time determine. If on a given Purchase Date the
          number of shares with respect to which options are to be exercised
          exceeds the number of shares then available under the Plan, the
          Company shall make a pro rata allocation of the shares remaining
          available for purchase in as uniform a manner as shall be practicable
          and as it shall determine to be equitable.

     (b)  Purchase Periods.  The Plan will operate with successive semi-annual
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          Purchase Periods after the initial Purchase Period with a new Purchase
          Period commencing on the first business day of July and January of
          each year, or on such other date as the Administrator shall determine,
          and continuing thereafter until terminated in accordance with Sections
          12 or 13 hereof.  The Administrator shall have the power to change the
          duration of the Purchase Periods with respect to future offerings
          without stockholder approval if such change is announced at least
          fifteen (15) days prior to the scheduled beginning of the first
          Purchase Period to be affected.

     (c)  Option to Purchase.  With respect to each Purchase Period, each
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          eligible Employee who has elected to participate as provided in
          Section 5(a) shall be granted an option to purchase the number of
          shares of Common Stock which may be purchased with the payroll
          deductions accumulated in an account maintained on behalf of such
          Employee during each Purchase Period at the purchase price specified
          in subparagraph (d) below, subject to the limitation contained in this
          subparagraph (c). No Participant shall have the right to purchase more
          than an aggregate of $25,000 of Shares under the Plan and any other
          employee stock purchase plan of the Company described in Section 423
          of the Code, in any calendar year, based upon the Fair Market Value
          per Share of such Common Stock (determined at the time

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          such option is granted). The foregoing sentence shall be interpreted
          so as to comply with Code Section 423(b)(8).

     (d)  Option Price.  The option price under each option shall be the lower
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          of: (i) a percentage (not less than eighty-five percent (85%))
          established by the Administrator ("Designated Percentage") of the Fair
          Market Value of the Common Stock on the Offering Date on which an
          option is granted, or (ii) the Designated Percentage of the Fair
          Market Value of the Common Stock on the Purchase Date.  The
          Administrator may change the Designated Percentage with respect to any
          future Purchase Period, but not below eighty-five percent (85%), and
          the Administrator may determine with respect to any prospective
          Purchase Period that the option price shall be the Designated
          Percentage of the Fair Market Value of the Common Stock on the
          Purchase Date.

7.   Purchase of Stock.
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     Upon the expiration of each Purchase Period, a Participant's option shall
be exercised automatically for the purchase of that number of full and
fractional shares of Common Stock which the accumulated payroll deductions
credited to the Participant's account at that time shall purchase at the
applicable price specified in Section 6(d), subject to Section 6(c).

8.   Payment and Delivery.
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     Upon the exercise of an option on each Purchase Date, the Company or
Affiliate shall deliver to the Participant a record of the Common Stock
purchased, except as specified below.  Shares to be delivered to a Participant
under the Plan will be registered in the name of the Participant or, if the
Participant so directs by written notice to the Administrator prior to the
Purchase Date, in the names of the Participant and one such other person as may
be designated by the Participant, as joint tenants with rights of survivorship,
to the extent permitted by the Applicable Laws.  The Administrator may permit or
require that shares be deposited directly with a broker designated by the
Administrator (or a broker selected by the Administrator) or to a designated
agent of the Company, and the Administrator may utilize electronic or automated
methods of share transfer.  The Administrator may require that shares be
retained with such broker or agent for a designated period of time (and may
restrict dispositions during that period) and/or may establish other procedures
to permit tracking of disqualifying dispositions of such shares or to restrict
transfer of such shares.  The Administrator may require that shares purchased
under the Plan shall automatically participate in a dividend reinvestment plan
or program maintained by the Company.  The Company shall retain the amount of
payroll deductions used to purchase Common Stock as full payment for the Common
Stock and the Common Stock shall then be fully paid and non-assessable.  No
Participant shall have any voting, dividend, or other stockholder rights with
respect to shares subject to any option granted under the Plan until the shares
subject to the option have been purchased and delivered to the Participant as
provided in Section 8.

9.   Recapitalization.
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     (a)  If after the grant of an option, but prior to the purchase of Common
          Stock under the option, there is any increase or decrease in the
          number of outstanding shares of Common Stock because of a stock split,
          stock dividend, combination or recapitalization of shares subject to
          options, the number of shares to be purchased pursuant to an option,
          the share limit of Section 6(c) and the maximum number of shares
          specified in Section 6(a) shall be proportionately increased or
          decreased, the terms relating to the purchase price with respect to
          the option shall be appropriately adjusted by the Administrator, and
          the Administrator shall take any further actions which, in the
          exercise of its discretion, may be necessary or appropriate under the
          circumstances.

     (b)  The Administrator, if it so determines in the exercise of its sole
          discretion, also may adjust the number of shares specified in Section
          6(a), as well as the price per share of Common Stock covered by each
          outstanding option and the maximum number of shares subject to any
          individual option, in the event the Company effects one or more
          reorganizations, recapitalizations, spin-offs, split-ups, rights
          offerings or reductions of shares of its outstanding Common Stock.

     (c)  The Administrator's determinations under this Section 9 shall be
          conclusive and binding on all parties.

10.  Merger, Liquidation, Other Corporation Transactions.
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     (a)  In the event of the proposed liquidation or dissolution of the
          Company, the Purchase Period then in progress will terminate
          immediately prior to the consummation of such proposed liquidation or
          dissolution, unless otherwise provided by the Administrator in its
          sole discretion, and all outstanding options shall automatically
          terminate and the amounts of all payroll deductions will be refunded
          without interest to the Participants.

     (b)  In the event of a proposed sale of all or substantially all of the
          assets of the Company, or the merger or consolidation of the Company
          with or into another corporation, then in the sole discretion of the
          Administrator, (1) each option shall be assumed or an equivalent
          option shall be substituted by the successor corporation or parent or
          subsidiary of such successor corporation, (2) a date established by
          the Administrator on or before the date of consummation of such
          merger, consolidation or sale shall be treated as an Exercise Date,
          and all outstanding options shall be deemed exercisable on such date
          or (3) all outstanding options shall terminate and the accumulated
          payroll deductions shall be returned to the Participants, without
          interest.

11.  Transferability.
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     Neither payroll deductions credited to a Participant's account nor any
rights with regard to the exercise of an option or to receive Shares under the
Plan may be voluntarily or involuntarily assigned, transferred, pledged, or
otherwise disposed of in any way other than by

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will or the laws of descent and distribution or by a "qualified domestic
relations order" under the Code, and any other attempted assignment, transfer,
pledge, or other disposition shall be null and void and without effect. If a
Participant in any manner attempts to transfer, assign or otherwise encumber his
or her rights or interest under the Plan, other than as permitted by the Code,
such act shall be treated as an election by the Participant to discontinue
participation in the Plan pursuant to Section 5(c). Any option granted to a
Participant under the Plan may be exercised only by the Participant during his
or her lifetime.

12.  Term of Plan.
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     The Plan shall continue for a ten year term measured from its Effective
Date, unless previously terminated in accordance with Section 13.

13.  Amendment or Termination of the Plan.
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     The Administrator may, in its sole discretion, insofar as permitted by law,
terminate or suspend the Plan or revise or amend it in any respect whatsoever.
No such termination shall affect options previously granted and exercised, nor
shall any amendment make any change in any option theretofore granted which
would adversely affect the rights of any Participant.  No revision or amendment
shall be made without prior approval of the stockholders if such amendment
would:

     (a)  materially increase the number of shares subject to the Plan, other
          than an adjustment under Section 9 of the Plan;

     (b)  materially modify the requirements as to eligibility for participation
          in the Plan, except as otherwise specified in this Plan;

     (c)  reduce the purchase price specified in Section 6(d), except as
          specified in Section 9; or

     (d)  extend the term of the Plan beyond the date specified in Section 12.

14.  Use of Funds.
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     All payroll deductions received or held by the Company or Affiliate under
the Plan may be used by the Company or by the Affiliate for any corporate
purpose, and may be commingled with its other corporate funds. No interest shall
be paid or credited to the Participant with respect to such payroll deductions
except where required by local law as determined by the Administrator.

15.  Local Law.
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     The Administrator may adopt rules or procedures relating to the operation
and administration of the Plan to accommodate the specific requirements of local
laws and procedures. Without limiting the generality of the foregoing, the
Administrator is specifically

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authorized to adopt rules and procedures regarding handling of payroll
deductions, payment of interest, payroll tax, withholding procedures and
handling of stock certificates which vary with local requirements.

16.  Securities Laws Compliance.
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     The Company shall not be under any obligation to issue Common Stock upon
the exercise of any option unless and until the Company has determined that: (i)
it and the Participant have taken all actions required to register the Common
Stock under the Securities Act of 1933, or to perfect an exemption from the
registration requirements thereof; (ii) any applicable listing requirement of
any stock exchange on which the Common Stock is listed has been satisfied; and
(iii) all other applicable provisions of state and federal law have been
satisfied.

     As a condition to the exercise of an option, the Company may require the
person exercising such option to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without any
present intention to sell or distribute such shares if such a representation is
required by Applicable Law.

17.  Notices.
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     All notices or other communications by a Participant to the Company or
Affiliate under or in connection with the Plan shall be deemed to have been
given when received by the Administrator or when received in the form specified
by the Administrator at the location, or by the person, designated by the
Administrator for the receipt thereof.

18.  No Enlargement of Employee Rights.
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     Nothing contained in this Plan shall be deemed to give any Employee the
right to be retained in the employ of the Company or of the Affiliate or to
interfere with the right of the Company or Affiliate to discharge any Employee
at any time.

19.  Regulations and Other Approvals; Governing Law.
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     (a)  This Plan and the rights of all persons claiming hereunder shall be
          construed and determined in accordance with the laws of the State of
          Illinois.

     (b)  This Plan and the Company's obligation to sell and deliver Shares
          under the Plan shall be subject to all Applicable Laws, and the
          obtaining of such approvals by governmental agencies required in
          connection with the Plan or the authorization, issuance, sale, or
          delivery of stock hereunder.

20.  Notice of Disqualifying Disposition.
     -----------------------------------

     The Administrator may require, as a condition of participation in the Plan,
that a Participant agree to promptly notify the Company of any disposition of
Shares acquired pursuant to an option granted under the Plan within two years of
the grant date of the applicable option or

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within one year of the transfer of the Shares to him or her (a "disqualifying
disposition"), and the number of Shares disposed of.

21.  Effective Date; Stockholder Approval.
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     This Plan shall become effective upon the effective date of the S-1
registration statement filed by the Company pursuant to an initial public
offering of its Shares, subject to approval by the stockholders of the Company
within twelve (12) months after the date the Plan is adopted by the Board of
Directors ("Effective Date").  Such stockholder approval shall be obtained in
the degree and manner required under Applicable Law.  All Shares issued under
the Plan shall become void in the event such approval is not obtained. No
options shall be granted under the Plan prior to such effective date.

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