EXHIBIT 10.2

                            ELECTROPHARMACOLOGY, INC.
                          EMPLOYEE STOCK PURCHASE PLAN

       This Electropharmacology, Inc. Employee Stock Purchase Plan, as amended
on January 13, 1997 (the "Plan") has been adopted by Electropharmacology, Inc.
(the "Company") effective as of December 13, 1996.

         1.       Purposes.

                  The purpose of the Plan is to encourage eligible employees to
                  become owners of common stock of the Company, thereby giving
                  them a greater interest in the growth and success of the
                  Company's business. The Plan is intended to qualify as an
                  "Employee Stock Purchase Plan" under Sections 421 and 423 of
                  the Internal Revenue Code of 1986 (the "Code"). The provisions
                  of the Plan will be construed in a manner consistent with the
                  requirements of such sections of the Code.

         2.       Definitions. Whenever the following terms are used in this
                  Plan, they shall have the meanings specified below unless the
                  context clearly indicates to the contrary:

                  (a)      "Base Pay": Regular  straight-time  earnings
                           excluding payments for overtime, incentive
                           compensation,  bonuses and other special payments.

                  (b)      "Board": The Board of Directors of the Company.

                  (c)      "Calendar Quarter": The three-month periods beginning
                           on January 1, April 1, July 1 and October 1 during
                           the period beginning on January 1, 1997, and ending
                           on December 31, 1999.

                  (d)      "Committee":  The Compensation Committee of the
                           Board.

                  (e)      "Common Stock": The common stock, $.01 par value per
                           share, of the Company.

                  (f)      "Company": Electropharmacology, Inc., a Delaware
                           corporation, and each Subsidiary (whether or not it
                           is now a Subsidiary) unless the context otherwise
                           requires.

                  (g)      "Employee": Any person who is customarily  employed
                           by the Company for more than 20 hours per week and
                           for more than five months in a calendar year.

                  (h)      "Subsidiary": Any corporation in which the Company
                           owns, directly or indirectly, 50% or more of the
                           combined voting power of all classes of stock and
                           which has been designated by the Board or the
                           Committee as a corporation whose employees may
                           participate in the Plan.
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         3.       Eligibility.

                  (a)      Participation in the Plan is voluntary. Each Employee
                           who is employed by the Company for one month and one
                           day will be eligible to participate in the Plan on
                           the first day of the next Calendar Quarter.

                  (b)      Any provision of the Plan to the contrary
                           notwithstanding, no Employee will be granted an
                           option under the Plan:

                                    (i) if, immediately after the grant, the
                                    Employee would own stock, and/or hold
                                    outstanding options to purchase stock,
                                    possessing 5% or more of the total combined
                                    voting power or value of all classes of
                                    stock of the Company or of any Subsidiary
                                    (for purposes of this paragraph 3(b)(i) the
                                    rules of Section 424(d) of the Code will
                                    apply in determining stock ownership of any
                                    Employee); or

                                    (ii) which permits his rights to purchase
                                    stock under all employee stock purchase
                                    plans (within the meaning of Section 423 of
                                    the Code) of the Company and its
                                    Subsidiaries to accrue at a rate which
                                    exceeds $25,000 of the fair market value of
                                    the stock (determined at the time such
                                    option is granted) for each calendar year in
                                    which such option is outstanding at any
                                    time. For purposes of this paragraph
                                    3(b)(iii) the provisions of Section
                                    423(b)(8)(A), (B) and (C) of the Code will
                                    be applicable.

         4.       Shares Subject to the Plan.

                  The total number of shares of Common Stock that may be issued
                  upon the exercise of options granted under the Plan will not
                  exceed 1,500,000 shares (subject to adjustment as provided in
                  paragraph 16), and such shares may be unissued shares,
                  reacquired shares, shares bought on the market, or any
                  combination of the foregoing. If any option which has been
                  granted expires or terminates for any reason without having
                  been exercised in full, the unpurchased shares will again
                  become available for purposes of the Plan.

         5.       Participation.

                  (a)      An eligible Employee may become a participant by
                           completing a payroll deduction authorization form
                           provided by the Company and filing it with the
                           Company at such time and in such manner as the
                           Committee prescribes, and such authorization will
                           become effective on the first day of the next
                           Calendar Quarter.

                  (b)      Payroll deductions for a participant will commence
                           with the first payroll period of the Calendar Quarter
                           in which his authorization for a payroll deduction
                           becomes effective and will end with the payroll
                           period that ends immediately prior to December 31,
                           1999, unless sooner terminated by the participant as
                           provided in paragraph 10.

                  (c)      Nothing in the Plan will confer on a participant the
                           right to continue in the employ of the Company or
                           will limit or restrict the right of the Company to
                           terminate the employment of a participant at any time
                           with or without cause. A participant will have no
                           interest in any Common Stock to be purchased under
                           the Plan or any rights as a stockholder with respect
                           to such Common Stock until the Common Stock has been
                           purchased and credited to his account.

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         6.       Payroll Deductions.

                  (a)      At the time a participant files his payroll deduction
                           authorization form, he will elect to have deductions
                           made from his Base Pay on each payday during the
                           Calendar Quarter in whole percentages at the rate of
                           not less than 0% nor more than 50% of his Base Pay.

                  (b)      All payroll deductions made for a participant will be
                           credited to his account under the Plan. A participant
                           may not make any separate cash payment into such
                           account.

                  (c)      A participant may suspend or discontinue his
                           participation in the Plan as provided in paragraph
                           10, but no other change can be made during the
                           Calendar Quarter and, specifically, a participant may
                           not alter the amount of his payroll deductions for
                           the Calendar Quarter. A participant may, however,
                           change the deductions made from his Base Pay for any
                           subsequent Calendar Quarter by filing a new payroll
                           deduction authorization form with the Company at
                           least ten days before the first day of such Calendar
                           Quarter. A participant who suspends or discontinues
                           participation during any Calendar Quarter may not
                           resume participation in the Plan until the next
                           Calendar Quarter.

         7.       Granting of Option.

                  (a)      For each Calendar Quarter, a participant will be
                           deemed to have been granted an option to purchase, on
                           the first day of the Calendar Quarter, as many full
                           and fractional shares as may be purchased with the
                           payroll deductions (and any cash dividends as
                           provided in paragraph 8) credited to his account
                           during the Calendar Quarter.

                  (b)      The option price of the Common Stock purchased with
                           payroll deductions made during each full Calendar
                           Quarter for a participant will be the lower of:

                                    (i) 85% of the closing price of the Common
                                    Stock on the NASDAQ as reported by The Wall
                                    Street Journal in the New NASDAQ Issues on
                                    the first day of the Calendar Quarter (or on
                                    the next regular business date on which
                                    shares of the Common Stock of the Company
                                    are traded in the event that no shares of
                                    the Common Stock have been traded on the
                                    first day of the Calendar Quarter); or

                           (ii)     85% of the closing price of the Common Stock
                                    on the NASDAQ as reported by The Wall Street
                                    Journal in the NASDAQ on the last day of the
                                    Calendar Quarter (or on the next regular
                                    business date on which shares of the Common
                                    Stock of the Company are traded in the event
                                    that no shares of the Common Stock have been
                                    traded on the last day of the Calendar
                                    Quarter).

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                  (c)      The option price of the Common Stock purchased with
                           payroll deductions made  during  the  Calendar
                           Quarter ending March 31, 1997 for a participant will
                           be the lower of:

                           (i)      85% of the closing price of the Common Stock
                                    on the NASDAQ as reported by The Wall Street
                                    Journal in the New NASDAQ Issues on
                                    January 27, 1997; (or on the next regular
                                    business date on which shares of the
                                    Common Stock of the Company are traded in
                                    the event that no shares of the Common Stock
                                    have been traded on that day); or

                           (ii)     85% of the closing price of the Common Stock
                                    on the NASDAQ as reported by The Wall Street
                                    Journal in the NASDAQ on the last day of the
                                    Calendar Quarter (or on the next regular
                                    business date on which shares of the Common
                                    Stock of the Company are traded in the event
                                    that no shares of the Common Stock have been
                                    traded on the last day of the Calendar
                                    Quarter).


         8.       Exercise of Option.

                  (a)      Unless a participant gives written notice to the
                           Company's Benefits Department as provided in
                           paragraph 10, his option for the purchase of Common
                           Stock with payroll deductions made during a Calendar
                           Quarter will be deemed to have been exercised
                           automatically on the last day of the Calendar Quarter
                           for the purchase of the number of whole and
                           fractional shares of Common Stock which the
                           accumulated payroll deductions (and cash dividends on
                           the Common Stock as hereinafter provided) in his
                           account at that time will purchase at the applicable
                           option price.

                  (b)      Cash dividends paid on shares of Common Stock held in
                           a participant's account will be combined with the
                           participant's payroll deductions and applied to the
                           purchase of Common Stock at the end of the Calendar
                           Quarter in which the dividends are received, subject
                           to the participant's withdrawal rights set forth in
                           paragraph 10. Dividends paid in the form of shares of
                           Common Stock with respect to shares that have been
                           purchased under the plan but which have not been
                           delivered to the participant pursuant to paragraph 9
                           will be delivered to the participant at the same time
                           as the underlying shares are delivered.
 
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         9.       Delivery of Shares.

                  Shares of Common Stock purchased under the Plan may be
                  registered in the name of a nominee or held in such other
                  manner as the Committee determines to be appropriate. Each
                  participant will be the beneficial owner of the shares of
                  Common Stock purchased under the Plan on exercise of the
                  participant's option and will have all rights of beneficial
                  ownership in such shares, except that the participant may not
                  transfer or otherwise dispose of the shares for a period of 12
                  months following the date on which the shares are purchased
                  and any dividends paid with respect to such shares will be
                  credited to the participant's account and applied as provided
                  in paragraph 8 until the shares are delivered to the
                  participant. The Company or a brokerage firm or other entity
                  selected by the Company will retain custody of the
                  certificates representing the shares for a period of time
                  ending no earlier than the expiration of such 12-month period,
                  after which the certificates will be delivered to the
                  participant as promptly as practicable following the
                  participant's request for such delivery.

         10.      Suspension and Withdrawal of Deductions.

                  (a)      By written notice to the Company's  Benefits
                           Department at least 15 days prior to the last day of
                           a Calendar Quarter, a participant may elect to
                           suspend or discontinue his payroll deductions and/or
                           to withdraw all the accumulated payroll deductions
                           (and any cash dividends paid on Common Stock
                           previously purchased under the Plan but not delivered
                           to the participant) credited to his account at such
                           time. Such notice will be on a form provided by the
                           Committee for that purpose. All such amounts will be
                           paid to the participant promptly after receipt of his
                           notice of withdrawal, and no further payroll
                           deductions will be made from his pay during the
                           Calendar Quarter for which the withdrawal is
                           effective. The Committee reserves the right to impose
                           on the participant a reasonable administrative fee to
                           cover the cost of processing the withdrawal, and such
                           fee may be deducted from the participant's account.

                  (b)      Upon termination of a participant's employment for
                           any reason other than death, disability or retirement
                           that entitles the participant to an early or normal
                           retirement benefit under any defined benefit pension
                           plan of the Company, participation in the Plan will
                           immediately terminate and the payroll deductions and
                           any accumulated cash dividends and shares of Common
                           Stock credited to his account will be delivered to
                           the participant, or, in the case of his death
                           subsequent to the termination of his employment, to
                           the person or persons entitled thereto under
                           paragraph 13 as promptly as practicable.
                           Notwithstanding the foregoing, any shares purchased
                           for the participant under the Plan that have not been
                           held for at least 12 months will not be delivered to
                           the participant prior to the expiration of such
                           12-month period.

                  (c)      Upon termination of the participant's employment
                           because of death, disability or retirement that
                           entitles the participant to an early or normal
                           retirement benefit under any defined benefit pension
                           plan of the Company, the participant or, in the event
                           of death, his beneficiary (as defined in paragraph
                           13) will have the right to elect, by written notice
                           given to the Company's Benefits Department, on a form
                           provided by the Committee for such purpose, prior to
                           the last day of the Calendar Quarter in which the
                           termination of employment occurs either:

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                           (i)      to withdraw all of the payroll deductions
                                    and accumulated cash dividends and shares of
                                    Common Stock credited to the participant's
                                    account under the Plan (whether or not the
                                    shares have been held for at least 12 months
                                    following their purchase); or

                           (ii)     to exercise the participant's option for the
                                    purchase of stock on the last day of the
                                    Calendar Quarter in which termination of
                                    employment occurs for the purchase of the
                                    number of whole and fractional shares of
                                    Common Stock which the accumulated payroll
                                    deductions and any cash dividends credited
                                    to the participant's account at the date of
                                    the participant's termination of employment
                                    will purchase at the applicable option
                                    price.

                  In the event that no such written notice of election is duly
                  received by the Company's Benefits Department, the participant
                  or beneficiary will automatically be deemed to have elected to
                  withdraw the payroll deductions credited to the participant's
                  account at the date of the participant's death and the same,
                  together with any accumulated cash dividends and shares of
                  Common Stock, will be paid promptly following the last day of
                  the Calendar Quarter in which termination of employment
                  occurs.

         11.      Interest.

                  No interest will be paid or allowed on any money paid into the
                  Plan or credited to the account of any participant.

         12.      Administration.

                  (a)      The Plan will be administered by the Committee, which
                           will have the plenary power, subject to and within
                           the limits of the express provisions of the Plan to
                           construe and interpret the Plan and options granted
                           under it, and to establish, amend and revoke rules
                           and regulations for its administration. The
                           Committee, in the exercise of this power, will
                           generally determine all questions of policy and
                           expediency that may arise, may correct any defect, or
                           supply any omission or reconcile any inconsistency in
                           the Plan or in any instrument associated with the
                           Plan in a manner and to the extent it will deem
                           necessary or expedient to make the Plan fully
                           effective.

                  (b)      The Committee may, in its discretion, require as
                           conditions to the exercise of any option that the
                           shares of Common Stock reserved for issuance upon the
                           exercise of the option have been duly listed, upon
                           official notice of issuance, upon an exchange, that a
                           Registration Statement under the Securities Act of
                           1933, as amended, with respect to said shares will be
                           effective and that all material information
                           respecting the business and financial conditions of
                           the Company has been disclosed to the public.

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         13.      Designation of Beneficiary.

                  A participant may file a written designation of a beneficiary
                  who is to receive any Common Stock and/or cash credited to the
                  participant's account under the Plan at his death. Such
                  designation of beneficiary may be changed by the participant
                  at any time by written notice on a form supplied by the
                  Committee. Upon the death of a participant and upon receipt by
                  the Company's Benefits Department of proof of the identity and
                  existence at the participant's death of a beneficiary validly
                  designated by him under the Plan, the Committee will cause
                  such Common Stock and/or cash to be delivered to such
                  beneficiary. In the event of the death of a participant and in
                  the absence of a beneficiary validly designated under the Plan
                  who is living at the time of such participant's death, the
                  Committee will cause such Common Stock and/or cash to be
                  delivered 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 Committee), the
                  Committee, in its discretion, may cause such Common Stock
                  and/or cash to be delivered to the spouse or to any one or
                  more dependents of the participant as the Committee may
                  designate. No beneficiary will, prior to the death of the
                  participant by whom he has been designated, acquire any
                  interest in the Common Stock or cash credited to the
                  participant under the Plan.

         14.      Transferability.

                  No amounts, whether cash or Common Stock, credited to a
                  participant's account nor any rights with regard to the
                  exercise of an option or to receive Common Stock under the
                  Plan may be assigned, transferred, pledged, or otherwise
                  disposed of in any way by the participant otherwise than by
                  will or the laws of descent and distribution. Any such
                  attempted assignment, transfer, pledge, or other disposition
                  will be without effect, except that the Committee may treat
                  such act as an election to withdraw funds in accordance with
                  paragraph 10.

         15.      Use of Funds.

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

         16.      Effect of Changes of Common Stock.

                  The Board may make or provide for such adjustments in the
                  maximum number of shares specified in paragraph 4 and the
                  price at which shares of Common Stock are to be purchased
                  under the Plan as the Board in its sole discretion, exercised
                  in good faith, may determine is equitably required to prevent
                  dilution or enlargement of the rights of participants that
                  otherwise would result from any stock dividend, stock split,
                  combination of shares, recapitalization or other change in the
                  capital structure of the Company, merger, consolidation,
                  spin-off, reorganization, partial or complete liquidation,
                  issuance of rights or warrants to purchase securities or any
                  other corporate transaction or event having an effect similar
                  to any of the foregoing.

         17.      Amendment or Termination.

                  The Board may at any time terminate or amend the Plan, and if
                  no earlier action is taken, the Plan will terminate as of
                  December 31, 2001. Except as hereinafter provided, no
                  termination or amendment will affect or change options
                  previously granted to any participant, nor may any amendment

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                  be made without prior approval of the stockholders of the
                  Company if such amendment would (a) materially increase the
                  benefits accruing to participants under the Plan, (b)
                  materially increase the number of shares which may be issued
                  under the Plan, or (c) materially modify the requirements as
                  to eligibility for participation under the Plan.

         18.      Notices.

                  All notices or other communications by a participant to the
                  Committee or the Company's Benefits Department under or in
                  connection with the Plan will be in writing on a form provided
                  by the Committee and be deemed to have been duly given when
                  received by the Senior Vice President, Human Resources, of the
                  Company or his designee.

         19.      Merger or Consolidation.

                  If the Company merges with another corporation and the Company
                  is the surviving entity, the holder of each option then
                  outstanding will thereafter be entitled to receive, upon the
                  exercise of such option for each share as to which such option
                  is exercised, the securities or property which a holder of one
                  share of the Common Stock was entitled to upon and at the time
                  of such merger, and the Board will take such steps in
                  connection with such merger as the Board will deem necessary
                  to assure that the provisions of paragraph 16 will thereafter
                  be applicable, as nearly as reasonably may be, in relation to
                  the said securities or property as to which such holder of
                  such option might thereafter be entitled to receive
                  thereunder. In the event of a merger in which the Company is
                  not the surviving entity or in the event of a consolidation,
                  the Plan will terminate, and all payroll deductions credited
                  to participants' accounts will be returned to the Participant.
                  A sale of all or substantially all the assets of the Company
                  will be deemed a merger or consolidation for the foregoing
                  purposes.

         20.      Approval of Stockholders.

                  The Plan has been adopted by the Board, but is subject to the
                  approval of the stockholders of the Company at the 1997
                  annual meeting.