<PAGE>   1

                                                                     EXHIBIT 4.1

                                  PROVANT, INC.
                        1998 EMPLOYEE STOCK PURCHASE PLAN

                         as amended on November 15, 2000


     1.   PURPOSE

     The Provant, Inc. Employee Stock Purchase Plan (the "Plan") is intended to
provide employees of Provant, Inc. (the "Company") an opportunity to acquire a
proprietary interest in the Company through the purchase of shares of the common
stock of the Company ("Common Stock" or "Stock"). It is the intention of the
Company to have the Plan qualify as an employee stock purchase plan under
Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"). The
provisions of the Plan shall be construed so as to extend and limit
participation in a manner consistent with the requirements of such section of
the Code.

     2.   ELIGIBILITY

     Any employee of the Company is eligible to participate in the Plan provided
he or she (i) customarily is employed for more than 20 hours per week, (ii) is
employed by the Company on the Offering Commencement Date (as defined in Section
3 of this Plan) or, if such date is not a regular business day for the Company,
the first regular business day of the Company after the Offering Commencement
Date, and (iii) is employed by the Company as of the date(s) each payroll
deduction and/or lump sum contribution made in accordance with Section 4 of this
Plan is made.

     Notwithstanding the foregoing, no employee will be eligible to participate
in the Plan if (i) immediately after the grant of an option, the employee would
own stock or hold outstanding options to purchase stock possessing five (5)
percent or more of the total combined voting power or value of all classes of
stock of the Company, or (ii) the grant of the option would permit the
participant's rights to purchase stock under all employee stock purchase plans
of the Company to accrue at a rate which exceeds $25,000 of the fair market
value of the stock (determined at the time the option is granted) for each
calendar year in which such option is outstanding at any time.

     For purposes of this Section 2, the rules of Section 424(d) of the Code
shall apply in determining stock ownership of an employee, and stock which an
employee may purchase under outstanding options shall be treated as stock owned
by the employee.

     3.   OFFERING PERIODS

     Under the Plan, there will be two six-month offering periods each year. The
offering of Common Stock (an "Offering") will begin on each of June 1 and
December 1 of a calendar year (each an "Offering Commencement Date"), and will
end on each of November 30 and May 31, respectively (each an "Offering
Termination Date"). The first Offering shall begin on June 1, 1998.


<PAGE>   2


     4.   PARTICIPATION

          (a)  An eligible employee may elect to participate in any Offering by
               having payroll deductions made and/or by making a lump sum
               contribution in accordance with Subsection (b), (c) or (d) of
               this Section 4 over the six-month period commencing on the
               Offering Commencement Date (a "Plan Period"). An eligible
               employee whose employment with the Company commences after the
               Offering Commencement Date in any Plan Period may elect to
               participate in the next following Plan Period, but shall not be
               entitled to participate in the Offering that is in progress on
               the date his or her employment with the Company begins.

          (b)  Participation Through Payroll Deduction: An eligible employee may
               participate in any Offering by completing an authorization form
               for payroll deductions and filing it with the Company no later
               than a date prior to the Offering Commencement Date for the
               Offering designated by the Administrator (as defined in Section
               10) or, in the absence of such a designation, the date five
               business days before the Offering Commencement Date. Payroll
               deductions will be spread evenly over the Plan Period or such
               shorter period during which an eligible employee may participate
               in the Plan, as provided in this Section 4. An eligible employee
               electing to participate in the Plan by means of payroll
               deductions for a particular Plan Period may not alter the rate of
               payroll deductions during the period. All such payroll deductions
               shall be credited to the participant's account under the Plan.
               Employees on leave of absence for a period not exceeding 90 days
               will be permitted to continue participating in the Offering, if
               they continue making periodic payments to the Company.

          (c)  Participation Through Lump Sum Contribution: An eligible employee
               may participate in any Offering by means of a lump sum payment
               made during the Plan Period for such Offering by filing a written
               election form with the Administrator prior to the end of such
               Plan Period. Such written election form shall be accompanied by
               the lump sum payment. No more than one lump sum contribution may
               be made during a single Plan Period.

          (d)  Participation Through Contribution of Payroll Deductions and Lump
               Sum Contribution: An eligible employee may participate in any
               Offering by making a combination of payroll deductions and a lump
               sum contribution in accordance with Subsections (b) and (c) of
               this Section 4.

          (e)  In no event shall the aggregate of all payroll deductions and/or
               any lump sum contribution made with respect to a single Plan
               Period for an eligible employee be less than 2 percent (2%) or
               more than ten percent (10%) of the employee's base pay earned
               during the Plan Period and; provided, further, that lump sum
               contributions must not be less than $100 or 2 percent (2%) of the
               employee's base pay, whichever is greater. For purposes of the
               Plan, "base pay" means commissions and regular salary or


                                      -2-
<PAGE>   3


               straight time earnings, excluding overtime payments, bonuses and
               incentive or contingent payments.

     5.   OPTION GRANT AND PRICE

          (a)  A participant's authorization for payroll deductions for any
               Offering shall become effective as of the Offering Commencement
               Date or, if applicable, the date upon which he or she elects to
               participate as permitted in Section 4, and the participant shall
               be deemed to have been granted an option as of the applicable
               date to purchase as many full shares of Common Stock as can be
               purchased with the payroll deductions credited to his or her
               account during the Offering.

          (b)  A participant's election to participate in the Plan by means of a
               lump sum contribution shall become effective as of the date such
               contribution is received by the Administrator (or, if later, the
               date such participant's written election to participate in the
               Plan for such Plan Period is received by the Administrator) and
               the participant shall be deemed to have been granted an option as
               of such date to purchase as many full shares of Common Stock as
               can be purchased with the lump sum contribution.

          (c)  The option price of Common Stock for any Offering will be equal
               to the lower of 85 percent of the last sale price of the Stock on
               the Nasdaq National Market on (i) the day immediately prior to
               the Offering Commencement Date or (ii) the day immediately prior
               to the Offering Termination Date for the Offering or, in either
               case, if no trading occurred in the Stock on the Nasdaq National
               Market on such date, then the next prior business day on which
               trading occurred in the Stock on the Nasdaq National Market.

     6.   WITHDRAWAL

          (a)  A participant may withdraw payroll deductions and/or lump sum
               contributions credited to his or her account for any Offering by
               giving written notice to the Company at any time up to a date
               prior to the Offering Termination Date designated by the
               Administrator (as defined in Section 10). Upon notice of
               withdrawal, all of the participant's payroll deductions and/or
               lump sum contribution for the offering will be paid promptly
               without interest, and no further payroll deductions will be made.
               A participant who withdraws from an Offering cannot participate
               again in that Offering, but can participate in any other Offering
               for which he or she is eligible.

          (b)  Upon termination of a participant's employment for any reason
               other than death, the payroll deductions and/or lump sum
               contribution credited to the participant's account will be
               returned to the participant without interest. If the participant
               dies after termination of employment, such amount shall be
               returned to the person or persons entitled thereto under Section
               11.


                                      -3-
<PAGE>   4


          (c)  Upon termination of a participant's employment because of death,
               the participant's beneficiary will have the right to elect, by
               written notice given to the Company within the 30-day period
               commencing with the date of the death of the participant, either
               (i) to withdraw all of the payroll deductions and/or the lump sum
               contribution credited to the participant's account under the
               Plan, or (ii) to exercise the participant's option on the
               Offering Termination Date for the purchase of the number of full
               shares of Common Stock which the lump sum contribution and/or
               accumulated payroll deductions in his or her account will
               purchase at the applicable option price. In lieu of any
               fractional shares, any excess in such account will be returned to
               the participant's beneficiary without interest. In the event that
               no written notice of election is received by the Company, the
               beneficiary will be deemed to have elected to withdraw the lump
               sum contribution and/or payroll deductions credited to the
               participant's account at the date of the participant's death and
               such amount will be paid promptly to the beneficiary without
               interest.

     7.   EXERCISE OF OPTION

     Unless a participant gives written notice to the Company as provided in
Section 6(a), an option for the purchase of Common Stock with payroll deductions
and/or a lump sum contribution for any Offering will be deemed to have been
exercised automatically on the Offering Termination Date for the Offering for
the number of full shares of Common Stock which the accumulated payroll
deductions and/or lump sum contribution in the participant's account on that
date will purchase at the applicable option price. In lieu of fractional shares,
any excess in the account will be returned to the participant without interest.

     8.   DELIVERY

     As promptly as practicable after the Offering Termination Date for any
Offering, the Company will deliver to each participant, as appropriate, the
Common Stock purchased upon the exercise of his or her option.

     9.   STOCK

          (a)  The maximum number of shares of Common Stock which may be made
               available for purchase under the Plan shall be 500,000 shares,
               subject to adjustment upon changes in the capitalization of the
               Company; PROVIDED, however, that effective November 30, 2000, the
               maximum number of shares of Common Stock which may be made
               available for purchase under the Plan shall be increased to
               1,000,000 shares, subject to adjustment upon changes in the
               capitalization of the Company. Shares shall be made available
               from authorized, unissued and reserved Common Stock of the
               Company. If the total number of shares for which options are
               exercised for any Offering exceeds the number of shares
               available, the Company will make a pro rata allocation of the
               shares available in as nearly uniform a manner as practicable and
               as the Company may determine to be equitable. The balance of
               payroll deductions and/or any lump sum


                                      -4-
<PAGE>   5


               contribution credited to the account of each participant under
               the Plan shall be returned as promptly as possible, without
               interest.

          (b)  The participant will have no interest in Stock covered by an
               option until such option has been exercised.

          (c)  Stock to be delivered to a participant with respect to any
               Offering under the Plan will be registered in the name of the
               participant or, if the participant so directs by written notice
               to the Company before the Offering Termination Date, in the names
               of the participant and such other person as may be designated by
               the participant, as joint tenants with rights of survivorship, to
               the extent permitted by applicable law.

          (d)  The Board of Directors may, in its discretion, require as
               conditions to the exercise of any option, that either (i) a
               registration statement under the Securities Act of 1933, as
               amended, with respect to shares covered by the option shall be
               effective, or (ii) the participant shall represent, in such form
               and manner as the Company may determine, that it is the
               participant's intention to purchase the shares only for
               investment. The participant shall deliver to the Company such
               certificates and other documents as may be requested by the
               Company in order to evidence compliance with applicable state and
               federal securities regulations.

     10.  ADMINISTRATION

     The Plan initially shall be administered by the Chief Financial Officer of
the Company (the "Administrator"). The interpretation and construction of any
provision of the Plan and the adoption of rules and regulations for
administering the Plan shall be made by the Administrator, subject, however, to
the final determination of the Board of Directors of the Company. Determinations
made by the Administrator and approved by the Board of Directors with respect to
any matter or provision contained in the Plan shall be final, conclusive and
binding upon the Company and upon all participants, their legal representatives
and any other persons under the Plan. Any rule or regulation adopted by the
Administrator shall remain in full force and effect unless and until altered,
amended or repealed by the Board of Directors.

     11.  DESIGNATION OF BENEFICIARY

     A participant may file a written designation of a beneficiary to receive
any Stock or cash in the event of the participant's death. Any designation of a
beneficiary may be changed by the participant at any time by written notice to
the Administrator. Upon the death of a participant and upon receipt by the
Administrator of proof of the identity and existence at the time of the
participant's death of a beneficiary validly designated under the Plan, the
Company will deliver such Stock or cash to the participant's beneficiary. In the
event that no beneficiary survives the participant, the Company will deliver
such Stock or cash to the executor or administrator of the participant's estate.
If no executor or administrator has been appointed to the knowledge of the
Administrator, the Company, in its discretion, may deliver such Stock or cash to
the spouse or to any one or more dependents of the participant as the
Administrator may designate. No


                                      -5-
<PAGE>   6


beneficiary shall, prior to the death of the participant, acquire any interest
in any Stock or cash credited to the participant under the Plan.

     12.  TRANSFERABILITY

     Neither contributions credited to a participant's account (whether made by
payroll deductions and/or lump sum contribution) nor any rights with regard to
the exercise of an option or the receipt of Stock under the Plan may be
assigned, transferred, pledged or otherwise disposed of in any way by a
participant. Any such assignment, transfer, pledge or other disposition shall be
without effect, except that the Company may treat such an act as an election to
withdraw funds in accordance with Section 6.

     13.  USE OF FUNDS

     All payroll deductions and lump sum contributions received or held by the
Company under the Plan will be general assets of the Company and may be used for
any corporate purpose. The Company shall not be obligated to segregate such
payroll deductions or lump sum contributions.

     14.  EFFECT OF CHANGES IN COMMON STOCK

     If the Company subdivides or reclassifies Common Stock which has been or
may be optioned under the Plan, or declares any dividend payable in shares of
Common Stock, or takes any other action of a similar nature affecting such
Stock, then the number and class of shares of Common Stock which may thereafter
be optioned (in the aggregate and with respect to any individual participant)
will be adjusted accordingly and, in the case of each option outstanding at the
time of any such action, the number and class of shares which may thereafter be
purchased pursuant to the option and the option price per share shall be
adjusted to the extent determined by the Board of Directors, upon the
recommendation of the Administrator, to be necessary to preserve unimpaired and
undiluted the rights of the holder of such option.

     15.  AMENDMENT

     The Board of Directors of the Company may at any time amend the Plan;
provided, however, that the Board may not make any change in any option
previously granted which would adversely affect the rights of any participant.
No amendment may be made without prior approval of the holders of a majority of
the shares of Common Stock of the Company issued, outstanding and entitled to
vote if such amendment would:

          (a)  require the sale of more shares of Stock than are authorized
               under Section 9 of the Plan; or

          (b)  permit payroll deductions at a rate, or lump sum contributions in
               an amount, in excess of 10 percent of a participant's base pay.

     16.  DISCONTINUANCE OR TERMINATION

     The Plan shall terminate on the Offering Termination Date on which the
number of shares for which options are exercised exceeds the number of shares
available for the Offering.


                                      -6-
<PAGE>   7


The Board of Directors may at any other time terminate the Plan. No
discontinuance or termination may affect options previously granted.

     17.  NOTICES

     All notices or other communications by a participant to the Company under
the Plan shall be deemed to have been duly given when received by the Company.

     18.  MERGER OR CONSOLIDATION

     In the event of a merger or consolidation to which the Company is a party
(other than a merger or consolidation in which shareholders of the Company
immediately prior to the merger or consolidation shall immediately following the
merger or consolidation own securities in the resulting corporation having the
right to cast more than 50% of the votes necessary to elect a majority of the
Directors of the resulting corporation), or in the event of a sale or transfer
of all or substantially all of the Company's assets, the Plan shall terminate
and the date of such merger, consolidation, sale or transfer shall be the
Offering Termination Date for the Plan Period within which such event occurs. To
the extent of payroll deductions and/or lump sum contributions credited to each
participant's account on the Offering Termination Date, the holder of each
option then outstanding shall be deemed to have exercised the option and shall
be entitled to receive, as nearly as reasonably may be determined, the
securities or property to which a holder of Common Stock was entitled
immediately prior to the merger, consolidation, sale or transfer. The Board of
Directors shall take such steps in connection with any merger, consolidation,
sale or transfer as it may deem necessary to insure that the provisions of
Section 14 will thereafter be applicable, as nearly as reasonably possible, to
such securities or property.

     19.  APPROVAL OF STOCKHOLDERS

     The Plan shall be effective when approved by the holders of a majority of
the shares of Common Stock of the Company present and entitled to vote either at
the next annual meeting of stockholders, a special meeting in lieu of the annual
meeting, or a special meeting of holders of Common Stock called, at least in
part, to act upon the Plan, provided, that a quorum representing a majority of
all outstanding voting stock of the Company is, either in person or by proxy,
present and voting on the Plan.

     20.  PARTICIPANT AND EMPLOYEE RIGHTS

     The Plan shall not be deemed to give any participant or any employee the
right to be retained in the employ of the Company, or to confer on or create in
any participant or any employee any rights, legal or equitable, except such as
are expressly set forth herein.

     21.  GOVERNING LAW

     The Plan shall be construed, and the rights and liabilities of all persons
under the Plan shall be determined, in accordance with the laws of the
Commonwealth of Massachusetts, to the extent not superseded by federal law.


                                      -7-