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                                                                     EXHIBIT 4.2



                                    RTW, INC.

                        1995 EMPLOYEE STOCK PURCHASE PLAN
                                    RTW, INC.

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                                    SECTION 1

                                     Purpose

         The purpose of this Employee Stock Purchase Plan is to provide a
greater community of interest between RTW, Inc. shareholders and its employees,
and to facilitate purchase by employees of additional shares of stock in the
Company. It is believed the Plan will encourage employees to remain in the
employ of the Company and will also permit the Company to compete with other
corporations offering similar plans in obtaining and retaining the services of
competent employees' It is intended that options issued pursuant to this Plan
shall constitute options issued pursuant to an "Employee Stock Purchase Plan"
within the meaning of Section 423 of the Internal Revenue Code of 1986, as
amended.

                                    SECTION 2

                                   Definitions

         (a) "Plan" means the RTW, Inc. 1995 Employee Stock Purchase Plan.

         (b) "Code" means the Internal Revenue Code of 1986, as amended.

         (c) "Company" means RTW, Inc., and any of its subsidiaries (as that
term is defined by Section 425(f) of the Code) to which RTW, Inc. and such
respective subsidiaries by action of their Boards of Directors shall make this
Plan applicable.

         (d) "Employee" means any person, including an officer, who is
customarily employed twenty (20) hours or more per week and more than five (5)
months in a calendar year by the Company.

         (e) "Eligible Employee" means an Employee of the Company who is
eligible for participation in the Plan in accordance with Section 4.

         (f) "Participant" means an Eligible Employee who has elected to
participate in the Plan in accordance with Section 5.

         (g) "Committee" means the committee provided for in Section 11.

         (h) The "Commencement Date" of the Plan means the date the Company's
initial public offering commences.

         (i) "Base Pay" means regular straight time earnings annualized as of
the date of commencement of a Phase excluding payments, if any, for overtime,
incentive compensation, incentive payments, premiums, bonuses, and any other
'special remuneration.



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         (j) "Termination Date" with respect to any Phase shall mean (i) the
date designated by the Company's Board of Directors for a Phase to end, or (ii)
the effective date of any merger or consolidation in which the Company is not
the surviving corporation.

         (k) "Shares" shall mean common shares of the Company, subject to
adjustments which may be made in accordance with Sections 16 and 17.

                                    SECTION 3

                           Term and Phases of the Plan

         (a) The Plan will commence on the Commencement Date and will terminate
ten (10) years thereafter or such sooner date as all of the Shares have been
issued. Notwithstanding the foregoing, this Plan shall be considered of no force
or effect and any options granted shall be null and void unless the shareholders
of the Company approve the Plan within twelve (12) months before or after the
date of its adoption by the Board of Directors.

         (b) The Plan shall be carried out in Phases, each Phase being for a
period of one year, or such other length of time as made be determined by the
Committee. No Phases shall run concurrently. A Phase may commence immediately
after the termination of the preceding Phase. The commencement of each Phase
shall be determined by the Committee, provided that the commencement of the
first Phase shall be within twelve (12) months before or after the date of
approval of the Plan by the shareholders of the Company. In the event all of the
stock reserved for grant of options hereunder is issued pursuant to the terms
hereof prior to the commencement of one or more Phases scheduled by the
Committee or the number of shares remaining is so small, in the opinion ' of the
Committee, as to render administration of any succeeding Phase impracticable,
such Phase or Phases shall be cancelled. Phases shall be numbered successively
as Phase 1, Phase 2 and Phase 3.

                                    SECTION 4

                                   Eligibility

         (a) Any Employee of the Company who has completed at least two (2)
weeks of continuous service on or prior to the commencement of a Phase of the
Plan shall be eligible to participate in the Plan, subject to the limitations
imposed by Section 423 of the Code.

         (b) Any Employee who is a member of the Board of Directors of the
Company shall be eligible to participate in the Plan.

         (c) Notwithstanding any provision of the Plan to the contrary, no
Employee shall be granted an option:



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                  1. If such Employee, immediately after the option is granted,
         ON"S shares possessing five percent (5%) or more of the total combined
         voting power or value of all classes of shares of the Company or a
         parent or a subsidiary of the Company. For purposes of determining
         share ownership, the rules of Section 425(d) of the Code shall apply,
         and shares which the Employee may purchase under outstanding options
         shall be treated as shares owned by the Employee; or

                  2. Which permits the Employee to purchase shares under such
         plans of the Company or a parent or a subsidiary of the Company to
         accrue at a rate which exceeds $25,000 of the fair market value-of such
         shares (determined at the time such option is granted) for each
         calendar year in which such option is outstanding at any time.

                                    SECTION 5

                                  Participation

         (a) An Eligible Employee may elect to enroll as and become a
Participant in any Phase of the Plan by completing a payroll deduction
authorization on the form provided by the Company and filing it with the
personnel office at least three (3) days prior the date the Phase commences.

         (b) Payroll deductions for a Participant shall commence on the date
when his payroll deduction authorization becomes effective and shall end on the
last payday immediately prior to or coinciding with the Termination Date of the
particular Phase unless sooner terminated by the Participant as provided in
Section 9 or as otherwise provided herein.

         (c) A participant who ceases to be an Eligible Employee, although still
employed by the Company, thereupon shall be deemed to discontinue his
participation in the Plan and shall have the rights provided in Section 9.

         (d) Participation in the Plan shall be voluntary.


                                    SECTION 6

                               Payroll Deductions

         (a) Upon enrollment in any particular Phase, of the Plan, a Participant
shall elect to make contributions to the Plan by payroll deductions (in full
dollar amounts calculated to be as uniform as practicable throughout the period
of the Phase), in the aggregate amount not in excess of the sum of 10% of such
Participant's Base Pay for the term of the Phase, as determined on the basis of
his annual or annualized Base Pay at the commencement of the Phase. The minimum
authorized payroll deduction shall be $10 per month.



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         (b) All payroll deductions made for a Participant shall be credited to
the Participant's account under the Plan. The Participant may not make any
separate cash payments into such account.

         (c) A Participant may discontinue his participation in the Phase and
terminate, his payroll deduction authorized at any time as provided in Section
9.

         (d) A Participant may reduce the amount of his payroll deduction by
completing an amended payroll deduction authorization on the form provided and
filing it with the personnel office, but no change can be made during a Phase of
the Plan which would either change the time or increase the rate of his payroll
deductions.

                                    SECTION 7

                         Terms and Conditions of Options

         (a) Stock options granted pursuant to the Plan may be evidenced by
agreements in such form as the Committee shall recommend and the Board of
Directors shall approve; provided that all Employees shall have the same rights
and privileges and provided further that such options shall comply with and be
subject to the following terms and conditions.

         (b) As of the commencement of a Phase when a Participant's payroll
deduction authorization becomes effective, the Participant shall be granted an
option for as many full shares as he will be able to purchase with the payroll
deduction credited to the Participant's account during his participation in the
Phase, subject to the limitations of Section 10. The maximum number of shares
subject to purchase by a Participant shall equal the total amount to be credited
to the Participant's account under Section 6 hereof divided by the option price
set forth in Section 7, paragraph (c)(1) hereof.

         (c) The option price of shares to be purchased with payroll deductions
for an Employee who becomes a Participant as of the commencement of a Phase
shall be the lower of:

                  1. 100% of the fair market value of the Shares on the date the
         Phase commences, or

                  2. 100% of the fair market value of the Shares on the
         Termination Date of the Phase.

         (d) The Committee shall have the right to lower the option price for
shares in any Phase to as low as 85% of the fair market value of the Shares at
the beginning date or the


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Terminated Dated of any Phase, provided, the price must be set prior to the
commencement of a Phase.

         (e) The fair market value of the shares shall be determined by the
Committee for. each valuation date in a manner consistent with Section 423 of
the Code.



                                    SECTION 8

                               Exercise of Option

         (a) Unless a Participant gives written notice to the Company as
provided in Section 9, an option for the purchase of shares will be exercised
automatically as of the Termination Date of the Phase for the purchase of the
number of full shares which the accumulated payroll deductions in the
Participant's account at that time will purchase at the applicable option price,
but in no event shall the number of full shares be greater than the number of
full shares which the Participant is eligible to purchase under Section 7,
paragraph (b).

         (b) By written notice to the Company within one week prior to the
Termination Date of the Phase a Participant may elect, effective at the
Termination Date, to:

                  1. withdraw all the accumulated payroll deductions in the
         Participant's account at the time, without interest;

                  2. exercise his option for a specified number of full shares
         less than the number of full shares which the accumulated payroll
         deductions in his account will purchase at the applicable option price,
         and withdraw the balance in the Participant's account without interest,
         but in no event shall the number of full shares be greater than the
         number of full shares to which a Participant is eligible to purchase
         under Section 7, paragraph (b).


                                    SECTION 9

                        Death, Withdrawal or Termination

         (a) In the event of the death of a Participant during any Phase of the
Plan, the person or persons specified in Section 18 may give notice to the
Company within sixty (60) days of the death of the Participant, but in no event
later than the end of the period specified in Section 8, paragraph (b), electing
to purchase the number of full shares which the accumulated payroll deductions
in the account of such deceased Participant will purchase at the option price
specified in paragraph (c) of Section 7 and have the balance in the account
distributed in cash without



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interest. If no such notice is received by the Company within the period
described in the preceding sentence, the accumulated payroll deductions will be
distributed in cash.

         (b) Upon termination of the Participant's employment during any Phase
of the Plan for any reason other than the death of the Participant, the payroll
deductions credited to his account without interest shall be returned to such
Participant promptly.

         (c) A Participant may withdraw all or any part of the payroll
deductions credited to his account under the Plan at any time by giving written
notice to the Company. The Participant's payroll deductions credited to his
account shall be paid to him promptly after receipt of his notice of withdrawal
and no further payroll deductions shall be made from his compensation. Any
amounts not withdrawn shall remain in the Participants account.

                                   SECTION 10

                               Shares Under Option

         (a) The shares to be sold to a Participant under the Plan may, at the
election of the Company, be either authorized but unissued shares or shares
acquired in the open market by the Company. The maximum number of shares which
shall be made available for sale under the Plan shall be 200,000 shares subject
to adjustment upon changes in capitalization of the Company as provided in
Sections 16 and 17.(2) If the total number of shares for which options are to be
granted on any date in accordance with Section 7 exceeds the number of shares
then available under the Plan (after deduction of all shares for which options
have been exercised or are then outstanding), the Committee shall make a pro
rata allocation of the shares remaining available in as nearly a uniform manner
as shall be practicable and as it shall determine to be equitable. In such
event, payroll deductions to be made shall be reduced accordingly and the
Committee shall give written notice of such reduction to each Participant
affected thereby.

         (b) As promptly as practicable after the Termination Date of a Phase,
the Company shall deliver to each Participant the full shares purchased under
exercise of his option, together with a cash payment equal to the balance
(without interest) of any payroll deductions credited to his account which were
not used for the purchase of shares.

         (c) The Participant will have no interest in shares covered by his
option until such option has been exercised.

                                   SECTION 11

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(2) When adopted, the 1995 Plan reserved 50,000 shares. The Company effected a
3-for-2 stock split on May 17, 1996, resulting in 75,000 shares being reserved.
On April 7, 1998, the Board of Directors increased the number of shares reserved
to 200,000 shares. This amendment was approved by the shareholders on May 21,
1998.


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                                 ADMINISTRATION


         The Plan shall be administered by the Board of Directors of the
Company, or in its discretion, by a Committee consisting of not less than two
(2) members who shall be appointed by the Board of Directors of the Company.
Each member of such Committee shall be either a director, an officer or an
employee of the Company. Unless the Board of Directors limits the authority
delegated to the Committee in its appointment, the Committee shall be vested
with full authority to make, administer, and interpret such rules and
regulations as it deems necessary to administer the Plan, and any such
determination, decision or action of such Committee with respect to any action
in connection with the construction, interpretation administration or
application of the Plan shall be final, conclusive and binding on all
Participants and any and all other persons claiming under or through any
Participant. It is provided, however, that the provisions of the Plan shall be
construed so as to extend and limit participation in the Plan only in a manner
consistent with the requirements of Section 423 of the Code. For all purposes of
this Plan other than this Section 11, references to the Committee shall also
refer to the Board of Directors.

                                   SECTION 12

                              Amendment of the Plan

         The Board of Directors of the Company may at any time amend the Plan,
except that no amendment may make any change in any option theretofore granted
which would adversely affect the rights of any Participant, and no amendment
shall be made without prior approval of the shareholders of the Company if such
amendment would require sale of more shares than are authorized under Section 10
of the Plan or change the qualifications of Eligible Employees under the Plan.

                                   SECTION 13

                               Nontransferability

         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 assigned, transferred, pledged or otherwise disposed of in any way
by the Participant and any such attempted assignment, transfer, pledge or other
disposition shall be null and void and without effect, but the Company may treat
such act as an election to withdraw funds in accordance with Section 9.

                                   SECTION 14

                                  Use of Funds



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         All payroll deductions received or held by the Company under this Plan
may be used by the Company for any corporate purposes and the Company shall not
be obligated to segregate such payroll deductions.

                                   SECTION 15
                                    Interest

         No, interest will be paid on any amounts in any Participant's account.

                                   SECTION 16

                     Changes in Capitalization, Merger, etc.

         (a) Subject to any required action by the shareholders, the number of
shares covered by each outstanding option, and the price per share thereof in
each such option, shall be proportionately adjusted for any increase or decrease
in the number of issued shares of the Company resulting from a subdivision or
consolidation of shares or the payment of a share dividend (but only on the
shares) or any other increase or decrease in the number of such shares effected
without receipt of consideration by the Company.

         (b) Subject to any required action by the shareholders, if the Company
shall be involved in any merger or consolidation, in which it is the surviving
corporation, each outstanding option shall pertain to and apply to the
securities to which a holder of the number of shares subject to the option would
have been entitled. A dissolution or liquidation of the Company shall cause each
outstanding option to terminate, provided in such event that, immediately prior
to such dissolution or liquidation, each Participant shall be repaid the payroll
deductions credited to his account without interest.

         (c) In the event of a change in the shares of the Company as presently
constituted, which is limited to a change of all its authorized shares with par
value into the same number of shares with a different par value or without par
value, the shares resulting from any such change shall be deemed to be the
shares within the meaning of this Plan.

                                   SECTION 17

                              Adjustments to Shares

         (a) To the extent that the foregoing adjustments relate to shares or
securities of the Company, such adjustments shall be made by the Committee, and
its determination in that respect shall be final, binding and conclusive,
provided that each option granted pursuant to this Plan shall not be adjusted in
a manner that causes the option to fail to continue to qualify as an option
issued pursuant to an "employee stock purchase plan" within the meaning of
Section 423 of the Code.



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         (b) Except as hereinbefore expressly provided in Sections 16 and 17,
the optionee shall have no right by reason of any subdivision or consolidation
of shares of any class or the payment of any stock dividend or any other
increase or decrease in the number of shares of any class or by reason of any
dissolution, liquidation, merger, or consolidation or spin-off of assets or
stock of another corporation, and any issue by the Company of shares of any
class, or securities convertible into shares of any class, shall not affect, and
no adjustment by reason thereof shall be made with respect to, the' number or
price of shares subject to the option.

         (c) The grant of an option pursuant to this Plan shall not affect in
any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge or to consolidate or to dissolve, liquidate or sell, or
transfer all or any part of its business or assets.

                                   SECTION 18

                             Beneficiary Designation

         A Participant may file a written designation of a beneficiary who may
elect to purchase shares or receive cash to the Participant's credit under the
Plan in the event of such Participant's death prior to delivery to him of such
shares and cash. Such designation of beneficiary may be changed by the
Participant at any time by written notice delivered to the Company. Upon the
death of a Participant and upon receipt by the Company of proof deemed adequate
by it of the identity and existence at the Participant's death of a beneficiary
validly designated by him under the Plan, the Company shall deliver such shares
and cash to such beneficiary in accordance with paragraph (a) of Section 9. If
upon the death of a Participant there is no surviving beneficiary duly
designated as above provided, the Company shall deliver accumulated payroll
deductions to the executor or administrator of the estate of the Participant, or
if no such executor or administrator has been appointed (to the -knowledge of
the Company) within sixty (60) days following the Participant's death, the
Company shall deliver such accumulated payroll deductions to the surviving
spouse, if any, as though named as the designated beneficiary hereunder, or if
there is no such surviving spouse or child, then to such relatives of the
Participant as would be entitled to such amounts, under the laws of intestacy in
the deceased Participant's domicile as though named as the designated
beneficiary hereunder. The Company shall not be liable for any distribution made
of shares or cash pursuant to any will or other testamentary disposition made by
such Participant, or because of the provisions of law concerning intestacy, or
otherwise. No designated beneficiary shall, prior to the death of the
Participant by whom he has been designated, acquire any interest in the shares
or cash credited to the Participant under the Plan.

                                   SECTION 19

                    Registration and Qualification of Shares


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         The offering of the shares hereunder shall be subject to the effecting
by the Company of any registration or qualification of the shares under any
federal or state law or the obtaining of the consent or approval of any
governmental regulatory body which the Company shall -determine, in its sole
discretion, is necessary or desirable as a condition to or in connection with,
the offering or the issue or purchase of the shares covered thereby. The Company
shall make every reasonable effort to effect such registration or qualification
or to obtain such consent or approval.

                                   SECTION 20

                               Plan Preconditions

         The Plan is expressly made subject to (i) the approval by shareholders
of the Company, and (ii) at its election, the receipt by the Company from the
Internal Revenue Service of a determination letter or ruling, in scope and
content satisfactory to counsel, respecting the qualification of the Plan within
the meaning of Section 423 of the Code. If the Plan is not so approved by the
shareholders and if, at the election of the Company, the aforesaid determination
letter or ruling from the Internal Revenue Service is not received on or before
one year after this Plan's adoption by the Board of Directors, this Plan shall
not come into effect. In such case, the accumulated payroll deductions credited
to the account of each Participant shall forthwith be repaid to him without
interest.


ADOPTED BY BOARD OF DIRECTORS: January 10, 1995
APPROVED BY SHAREHOLDERS:  January 26, 1995
AMENDED BY BOARD OF DIRECTORS: April 7, 1998
AMENDED BY SHAREHOLDERS: May 21, 1998


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