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                                                                     Exhibit 4.2

                 ANSWERTHINK, INC. EMPLOYEE STOCK PURCHASE PLAN

     The Board of Directors of Answerthink , Inc. (the "Company") has adopted
this Employee Stock Purchase Plan (the "Plan") to enable eligible employees of
the Company and its participating Affiliates (as defined below), through payroll
deductions, to purchase shares of the Company's Common Stock, par value $0.001
per share (the "Common Stock").  The Plan is for the benefit of the employees of
Answerthink, Inc. and any participating Affiliates.  The Plan is intended to
benefit the Company by increasing the employees' interest in the Company's
growth and success and encouraging employees to remain in the employ of the
Company or its participating Affiliates.  The Plan was amended February 16, 2001
to increase the number of shares of Common Stock reserved for issuance to
2,750,000 shares and to establish a per Offering Period limit of 400,000 shares
of Common Stock.  The provisions of the Plan are set forth below:

1.   SHARES SUBJECT TO THE PLAN.

     Subject to adjustment as provided in Section 26 below, the aggregate number
of shares of Common Stock that may be made available for purchase by
participating employees under the Plan is 2,750,000.  The shares issuable under
the Plan may, in the discretion of the Board of Directors of the Company (the
"Board"), be either authorized but unissued shares or treasury shares.

2.   ADMINISTRATION.

     The Plan shall be administered under the direction of the Compensation
Committee of the Board (the "Committee").  No member of the Board or the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan.

3.  INTERPRETATION.

     It is intended that the Plan will meet the requirements for an "employee
stock purchase plan" under Section 423 of the Internal Revenue Code of 1986 (the
"Code"), and it is to be so applied and interpreted.  Subject to the express
provisions of the Plan, the Committee shall have authority to interpret the
Plan, to prescribe, amend and rescind rules relating to it, and to make all
other determinations necessary or advisable in administering the Plan, all of
which determinations will be final and binding upon all persons.

4.   ELIGIBLE EMPLOYEES.

     Any employee of the Company or any of its participating Affiliates may
participate in the Plan, except the following, who are ineligible to
participate:  (a) an employee who has been employed by the Company or any of its
participating Affiliates for less than three months as of the beginning of an
Offering Period (as defined in Section 7 below); (b) an employee whose customary
employment is for less than five months in any calendar year; (c) an employee
whose customary employment is 20 hours or less per week; and (d) an employee
who, after exercising his or her rights to purchase shares under the Plan, would
own shares of Common Stock (including shares that may be acquired under any
outstanding options) representing five percent or more of the total combined
voting power of all classes of stock of the Company.  The term "participating
Affiliate" means any company or other trade or business that is a subsidiary of
the Company (determined in accordance with the principles of Sections 424(e) and
(f) of the Code and the regulations thereunder).  The Board may at any time in
its sole discretion, if it deems it advisable to do so, terminate the
participation of the employees of a particular participating Affiliate.
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5.   PARTICIPATION IN THE PLAN.

     An eligible employee may become a participating employee in the Plan by
completing an election to participate in the Plan on a form provided by the
Company and submitting that form to the Payroll Department of the Company.  The
form will authorize payroll deductions (as provided in Section 6 below) and
authorize the purchase of shares of Common Stock for the employee's account in
accordance with the terms of the Plan.  Enrollment will become effective upon
the first day of the first Offering Period.

6.   OFFERINGS.

     At the time an eligible employee submits his or her election to participate
in the Plan (as provided in Section 5 above), the employee shall elect to have
deductions made from his or her pay subject to a maximum of fifteen percent
(15%) of total compensation, on each pay day following his or her enrollment in
the Plan, and for as long as he or she shall participate in the Plan.  The
deductions will be credited to the participating employee's account under the
Plan.  An employee may not during any Offering Period change his or her
percentage of payroll deduction for that Offering Period, nor may an employee
withdraw any contributed funds, other than in accordance with Sections 14
through 20 below.

7.   OFFERING PERIODS.

     The Offering Periods shall be determined by the Committee.  The first
Offering Period under the Plan shall commence on the date determined by the
Committee.

8.   RIGHTS TO PURCHASE COMMON STOCK; PURCHASE PRICE.

     Rights to purchase shares of Common Stock will be deemed granted to
participating employees as of the first trading day of each Offering Period.
The purchase price of each share of Common Stock (the "Purchase Price") shall be
determined by the Committee; provided, however, the Purchase Price shall not be
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less than the lesser of 85 percent of the fair market value of the Common Stock
(i) on the first trading day of the Offering Period or (ii) on the last trading
day of such Offering Period; provided, further, that in no event shall the
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Purchase Price be less than the par value of the Common Stock.  For purposes of
the Plan, "fair market value" means the value of each share of Common Stock
subject to the Plan on a given date determined as follows: if on such date the
shares of Common Stock are listed on an established national or regional stock
exchange, are admitted to quotation on The Nasdaq Stock Market, or are publicly
traded on an established securities market, the fair market value of the shares
of Common Stock shall be the closing price of the shares of Common Stock on such
exchange or in such market (the highest such closing price if there is more than
one such exchange or market) on such date or, if such date is not a trading day,
on the trading day immediately preceding such date (or if there is no such
reported closing price, the fair market value shall be the mean between the
highest bid and lowest asked prices or between the high and low sale prices on
such trading day) or, if no sale of the shares of Common Stock is reported for
such trading day, on the next preceding day on which any sale shall have been
reported.  If the shares of Common Stock are not listed on such an exchange,
quoted on such System or traded on such a market, fair market value shall be
determined by the Board in good faith.

9.   TIMING OF PURCHASE; PURCHASE LIMITATION.

     Unless a participating employee has given prior written notice terminating
such employee's participation in the Plan, or the employee's participation in
the Plan has otherwise been terminated as provided in Sections 15 through 20
below, such employee will be deemed to have exercised automatically his or her
right to purchase Common Stock on the last trading day of the Offering Period
(except as provided in Section 14 below) for the number of shares of Common
Stock which the
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accumulated funds in the employee's account at that time will purchase at the
Purchase Price, subject to the participation adjustment provided for in Section
13 below and subject to adjustment under Section 26 below. Notwithstanding any
other provision of the Plan, no employee may purchase in any one calendar year
under the Plan and all other "employee stock purchase plans" of the Company and
its participating Affiliates shares of Common Stock having an aggregate fair
market value in excess of $25,000, determined as of the first trading date of
the Offering Period as to shares purchased during such period. Effective upon
the last trading day of the Offering Period, a participating employee will
become a stockholder with respect to the shares purchased during such period,
and will thereupon have all dividend, voting and other ownership rights incident
thereto. Notwithstanding the foregoing, no shares shall be sold pursuant to the
Plan unless the Plan is approved by the Company's stockholders in accordance
with Section 25 below. Notwithstanding anything to the contrary in this Plan, no
more than 400,000 shares shall be available for purchase by participating
employees (in the aggregate) pursuant to the Plan during any six month Offering
Period.

10.  ISSUANCE OF STOCK CERTIFICATES.

     On the last trading day of the Offering Period, a participating employee
will be credited with the number of shares of Common Stock purchased for his or
her account under the Plan during such Offering Period.  Shares purchased under
the Plan will be held in the custody of an agent (the "Agent") appointed by the
Board of Directors.  The Agent may hold the shares purchased under the Plan in
stock certificates in nominee names and may commingle shares held in its custody
in a single account or stock certificate without identification as to individual
participating employees.  A participating employee may, at any time following
his or her purchase of shares under the Plan, by written notice instruct the
Agent to have all or part of such shares reissued in the participating
employee's own name and have the stock certificate delivered to the employee.

11.  WITHHOLDING OF TAXES.

     To the extent that a participating employee realizes ordinary income in
connection with a sale or other transfer of any shares of Common Stock purchased
under the Plan, the Company may withhold amounts needed to cover such taxes from
any payments otherwise due and owing to the participating employee or from
shares that would otherwise be issued to the participating employee hereunder.
Any participating employee who sells or otherwise transfers shares purchased
under the Plan within two years after the beginning of the Offering Period in
which the shares were purchased must within 30 days of such transfer notify the
Payroll Department of the Company in writing of such transfer.

12.  ACCOUNT STATEMENTS.

     The Company will cause the Agent to deliver to each participating employee
a statement for each Offering Period during which the employee purchases Common
Stock under the Plan, reflecting the amount of payroll deductions during the
Offering Period, the number of shares purchased for the employee's account, the
price per share of the shares purchased for the employee's account and the
number of shares held for the employee's account at the end of the Offering
Period.

13.  PARTICIPATION ADJUSTMENT.

     If in any Offering Period the number of unsold shares that may be made
available for purchase under the Plan pursuant to Section 1 above is
insufficient to permit exercise of all rights deemed exercised by all
participating employees pursuant to Section 9 above, a participation adjustment
will be made, and the number of shares purchasable by all participating
employees will be reduced proportionately.  Any funds then remaining in a
participating employee's account after such exercise will be refunded to the
employee.
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14.  CHANGES IN ELECTIONS TO PURCHASE.

     (a)  A participating employee may, at any time prior to the last trading
day of the Offering Period, by written notice to the Company, direct the Company
to cease payroll deductions (or, if the payment for shares is being made through
periodic cash payments, notify the Company that such payments will be
terminated), in accordance with the following alternatives:

          (i)  The employee's option to purchase shall be reduced to the number
of shares which may be purchased, as of the last day of the Offering Period,
with the amount then credited to the employee's account; or

          (ii)  Withdraw the amount in such employee's account and terminate
such employee's option to purchase.

     (b) Any participating employee may increase or decrease his or her payroll
deduction or periodic cash payments, to take effect on the first day of the next
Offering Period, by delivering to the Company a new form regarding election to
participate in the Plan under Section 5 above.

15.  VOLUNTARY TERMINATION OF EMPLOYMENT OR DISCHARGE.

     In the event a participating employee voluntarily leaves the employ of the
Company or a participating Affiliate, otherwise than by retirement under a plan
of the Company or a participating Affiliate, or is discharged for cause prior to
the last day of the Offering Period, the amount in the employee's account will
be distributed and the employee's option to purchase will terminate.

16.  RETIREMENT OR SEVERANCE.

     In the event a participating employee who has an option to purchase shares
leaves the employ of the Company or a participating Affiliate because of
retirement under a plan of the Company or a participating Affiliate, or because
of termination of the employee's employment by the Company or a participating
Affiliate for any reason except discharge for cause, the participating employee
may elect, within 10 days after the date of such retirement or termination, one
of the following alternatives:

     (a)  The employee's option to purchase shall be reduced to the number of
shares which may be purchased, as of the last day of the Offering Period, with
the amount then credited to the employee's account; or

     (b)  Withdraw the amount in such employee's account and terminate such
employee's option to purchase.

     In the event the participating employee does not make an election within
the aforesaid 10-day period, he or she will be deemed to have elected subsection
16(b) above.

17.  LAY-OFF, AUTHORIZED LEAVE OR ABSENCE OR DISABILITY.

     Payroll deductions for shares for which a participating employee has an
option to purchase may be suspended during any period of absence of the employee
from work due to lay-off, authorized leave of absence or disability or, if the
employee so elects, periodic payments for such shares may continue to be made in
cash.

     If such employee returns to active service prior to the last day of the
Offering Period, the employee's payroll deductions will be resumed and if said
employee did not make periodic cash
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payments during the employee's period of absence, the employee shall, by written
notice to the Company's Payroll Department within 10 days after the employee's
return to active service, but not later than the last day of the Offering
Period, elect:

     (a) To make up any deficiency in the employee's account resulting from a
suspension of payroll deductions by an immediate cash payment;

     (b) Not to make up such deficiency, in which event the number of shares to
be purchased by the employee shall be reduced to the number of whole shares
which may be purchased with the amount, if any, then credited to the employee's
account plus the aggregate amount, if any, of all payroll deductions to be made
thereafter; or

     (c) Withdraw the amount in the employee's account and terminate the
employee's option to purchase.

     A participating employee on lay-off, authorized leave of absence or
disability on the last day of the Offering Period shall deliver written notice
to his or her employer on or before the last day of the Offering Period,
electing one of the alternatives provided in the foregoing clauses (a), (b) and
(c) of this Section 17.  If any employee fails to deliver such written notice
within 10 days after the employee's return to active service or by the last day
of the Offering Period, whichever is earlier, the employee shall be deemed to
have elected subsection 17(c) above.

     If the period of a participating employee's lay-off, authorized leave of
absence or disability shall terminate on or before the last day of the Offering
Period, and the employee shall not resume active employment with the Company or
a participating Affiliate, the employee shall receive a distribution in
accordance with the provisions of Section 16 of this Plan.

18.  DEATH.

     In the event of the death of a participating employee while the employee's
option to purchase shares is in effect, the legal representatives of such
employee may, within three months after the employee's death (but no later than
the last day of the Offering Period) by written notice to the Company or
participating Affiliate, elect one of the following alternatives:

     (a)  The employee's option to purchase shall be reduced to the number of
shares which may be purchased, as of the last day of the Offering Period, with
the amount then credited to the employee's account; or

     (b)  Withdraw the amount in such employee's account and terminate such
employee's option to purchase.

     In the event the legal representatives of such employee fail to deliver
such written notice to the Company or participating Affiliate within the
prescribed period, the election to purchase shares shall terminate and the
amount, then credited to the employee's account shall be paid to such legal
representatives.
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19.  FAILURE TO MAKE PERIODIC CASH PAYMENTS.

     Under any of the circumstances contemplated by this Plan, where the
purchase of shares is to be made through periodic cash payments in lieu of
payroll deductions, the failure to make any such payments shall reduce, to the
extent of the deficiency in such payments, the number of shares purchasable
under this Plan.

20.  TERMINATION OF PARTICIPATION.

     A participating employee will be refunded all moneys in his or her account,
and his or her participation in the Plan will be terminated if either (a) the
Board elects to terminate the Plan as provided in Section 25 below, or (b) the
employee ceases to be eligible to participate in the Plan under Section 4 above.
As soon as practicable following termination of an employee's participation in
the Plan, the Company will deliver to the employee a check representing the
amount in the employee's account and a stock certificate representing the number
of whole shares held in the employee's account.  Once terminated, participation
may not be reinstated for the then current Offering Period, but, if otherwise
eligible, the employee may elect to participate in any subsequent Offering
Period.

21.  ASSIGNMENT.

     No participating employee may assign his or her rights to purchase shares
of Common Stock under the Plan, whether voluntarily, by operation of law or
otherwise.  Any payment of cash or issuance of shares of Common Stock under the
Plan may be made only to the participating employee (or, in the event of the
employee's death, to the employee's estate).  Once a stock certificate has been
issued to the employee or for his or her account, such certificate may be
assigned the same as any other stock certificate.

22.  APPLICATION OF FUNDS.

     All funds received or held by the Company under the Plan may be used for
any corporate purpose until applied to the purchase of Common Stock and/or
refunded to participating employees.  Participating employees' accounts will not
be segregated.

23.  NO RIGHT TO CONTINUED EMPLOYMENT.

     Neither the Plan nor any right to purchase Common Stock under the Plan
confers upon any employee any right to continued employment with the Company or
any of its participating Affiliates, nor will an employee's participation in the
Plan restrict or interfere in any way with the right of the Company or any of
its participating Affiliates to terminate the employee's employment at any time.

24.  AMENDMENT OF PLAN.

     The Board may, at any time, amend the Plan in any respect (including an
increase in the percentage specified in Section 8 above used in calculating the
Purchase Price); provided, however, that without approval of the stockholders of
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the Company no amendment shall be made (a) increasing the number of shares
specified in Section 1 above that may be made available for purchase under the
Plan (except as provided in Section 26 below), (b) changing the eligibility
requirements for participating in the Plan, or (c) impairing the vested rights
of participating employees.
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25.  EFFECTIVE DATE; TERM AND TERMINATION OF THE PLAN.

     The Plan shall be effective as of the date of adoption by the Board, which
date is set forth below, subject to approval of the Plan by a majority of the
votes present and entitled to vote at a duly held meeting of the shareholders of
the Company at which a quorum representing a majority of all outstanding voting
stock is present, either in person or by proxy; provided, however, that upon
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approval of the Plan by the shareholders of the Company as set forth above, all
rights to purchase shares granted under the Plan on or after the effective date
shall be fully effective as if the shareholders of the Company had approved the
Plan on the effective date.  If the shareholders fail to approve the Plan on or
before one year after the effective date, the Plan shall terminate, any rights
to purchase shares granted hereunder shall be null and void and of no effect,
and all contributed funds shall be refunded to participating employees.  The
Board may terminate the Plan at any time and for any reason or for no reason,
provided that such termination shall not impair any rights of participating
employees that have vested at the time of termination.  In any event, the Plan
shall, without further action of the Board, terminate ten (10) years after the
date of adoption of the Plan by the Board or, if earlier, at such time as all
shares of Common Stock that may be made available for purchase under the Plan
pursuant to Section 1 above have been issued.

26.  EFFECT OF CHANGES IN CAPITALIZATION.

     (a)  Changes in Stock.

     If the number of outstanding shares of Common Stock is increased or
decreased or the shares of Common Stock are changed into or exchanged for a
different number or kind of shares or other securities of the Company by reason
of any recapitalization, reclassification, stock split, reverse split,
combination of shares, exchange of shares, stock dividend, or other distribution
payable in capital stock, or other increase or decrease in such shares effected
without receipt of consideration by the Company occurring after the effective
date of the Plan, the number and kinds of shares that may be purchased under the
Plan shall be adjusted proportionately and accordingly by the Company.  In
addition, the number and kind of shares for which rights are outstanding shall
be similarly adjusted so that the proportionate interest of a participating
employee immediately following such event shall, to the extent practicable, be
the same as immediately prior to such event.  Any such adjustment in outstanding
rights shall not change the aggregate Purchase Price payable by a participating
employee with respect to shares subject to such rights, but shall include a
corresponding proportionate adjustment in the Purchase Price per share.

     (b)  Reorganization in Which the Company Is the Surviving Corporation.

     Subject to Subsection (c) of this Section 26, if the Company shall be the
surviving corporation in any reorganization, merger or consolidation of the
Company with one or more other corporations, all outstanding rights under the
Plan shall pertain to and apply to the securities to which a holder of the
number of shares of Common Stock subject to such rights would have been entitled
immediately following such reorganization, merger or consolidation, with a
corresponding proportionate adjustment of the Purchase Price per share so that
the aggregate Purchase Price thereafter shall be the same as the aggregate
Purchase Price of the shares subject to such rights immediately prior to such
reorganization, merger or consolidation.

     (c)  Reorganization in Which the Company Is Not the Surviving Corporation
          or Sale of Assets or Stock.

     Upon any dissolution or liquidation of the Company, or upon a merger,
consolidation or reorganization of the Company with one or more other
corporations in which the Company is not the
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surviving corporation, or upon a sale of all or substantially all of the assets
of the Company to another corporation, or upon any transaction (including,
without limitation, a merger or reorganization in which the Company is the
surviving corporation) approved by the Board that results in any person or
entity owning more than 80 percent of the combined voting power of all classes
of stock of the Company, the Plan and all rights outstanding hereunder shall
terminate, except to the extent provision is made in writing in connection with
such transaction for the continuation of the Plan and/or the assumption of the
rights theretofore granted, or for the substitution for such rights of new
rights covering the stock of a successor corporation, or a parent or subsidiary
thereof, with appropriate adjustments as to the number and kinds of shares and
exercise prices, in which event the Plan and rights theretofore granted shall
continue in the manner and under the terms so provided. In the event of any such
termination of the Plan, the Offering Period shall be deemed to have ended on
the last trading day prior to such termination, and in accordance with Section
10 above the rights of each participating employee then outstanding shall be
deemed to be automatically exercised on such last trading day. The Board shall
send written notice of an event that will result in such a termination to all
participating employees not later than the time at which the Company gives
notice thereof to its stockholders.

     (d)  Adjustments.

     Adjustments under this Section 26 related to stock or securities of the
Company shall be made by the Committee, whose determination in that respect
shall be final, binding, and conclusive.

     (e)  No Limitations on Company.

     The grant of a right pursuant to the Plan shall not affect or limit 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,
consolidate, dissolve or liquidate, or to sell or transfer all or any part of
its business or assets.

27.  GOVERNMENTAL REGULATION.

     The Company's obligation to issue, sell and deliver shares of Common Stock
pursuant to the Plan is subject to such approval of any governmental authority
and any national securities exchange or other market quotation system as may be
required in connection with the authorization, issuance or sale of such shares.

28.  STOCKHOLDER RIGHTS.

     Any dividends paid on shares held by the Company for a participating
employee's account will be transmitted to the employee.  The Company will
deliver to each participating employee who purchases shares of Common Stock
under the Plan, as promptly as practicable by mail or otherwise, all notices of
meetings, proxy statements, proxies and other materials distributed by the
Company to its stockholders.  Any shares of Common Stock held by the Agent for
an employee's account will be voted in accordance with the employee's duly
delivered and signed proxy instructions.  There will be no charge to
participating employees in connection with such notices, proxies and other
materials.

29.  RULE 16b-3.

     Transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or any successor provision under the Securities
Exchange Act of 1934, as amended.  If any provision of the Plan or action by the
Board fails to so comply, it shall be deemed null and void to the extent
permitted by law and deemed advisable by the Board.  Moreover, in the event the
Plan does not include a provision required by Rule 16b-3 to be stated herein,
such provision (other than one
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relating to eligibility requirements, or the price and amount of awards) shall
be deemed automatically to be incorporated by reference into the Plan.

30.  PAYMENT OF PLAN EXPENSES.

     The Company will bear all costs of administering and carrying out the Plan.

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