Prepared by MerrillDirect





EXHIBIT
10.2


MEDIA
100 INC.


1986
Employee Stock Purchase Plan,

as amended through June 12, 2001


Section 1.  Purpose of Plan.


             The
Media 100 Inc. ("Media 100") 1986 Employee Stock Purchase Plan (the
"Plan") is intended to provide a method by which eligible employees
of Media 100 (formerly Data Translation, Inc.) and its subsidiaries
(collectively, the "Company") may use voluntary, systematic payroll
deductions to purchase shares of Common Stock of Media 100 ("stock")
and thereby acquire an interest in the future of the Company.  For purposes of the Plan, a subsidiary is
any corporation in which Media 100 owns, directly or indirectly, stock
possessing 50% or more of the total combined voting power of all classes of
stock.


Section 2.  Options to Purchase Stock.


             Under
the Plan, there is available an aggregate of not more than 1,700,0001
shares of stock (subject to adjustment as provided in Section 16) for sale
pursuant to the exercise of options ("options") granted under the
Plan to employees of the Company ("employees").  The stock to be delivered upon exercise of
options under the Plan may be either shares of Media 100's authorized but
unissued stock, or shares of reacquired stock, as the Board of Directors of
Media 100 (the "Board of Directors") shall determine.










1  An increase in the number of shares
authorized for issuance under the Plan by 500,000 to a total of 1,700,000
shares was approved by the requisite vote of stockholders at the Annual Meeting
of Stockholders of Media 100 held on June 12, 2001.


Section 3.  Eligible Employees.


             Except
as otherwise provided in Section 20, each employee who has completed one month
of continuous service in the employ of the Company shall be eligible to
participate in the Plan.


Section 4.  Method of Participation.


             Subject
to the second paragraph of Section 8, the periods January 1 to June 30 and
July 1 to December 31 of each year shall be option periods. Each person
who will be an eligible employee on the first day of any option period may
elect to participate in the Plan by executing and delivering, at least 15 days
prior to such day, a payroll deduction authorization in accordance with Section
5.  Such employee shall thereby become a
participant ("participant") on the first day of such option period
and shall remain a participant until his participation is terminated as
provided in the Plan.  Each participant
shall execute, prior to or contemporaneously with his election to participate
in the Plan, the Company's then standard form of Employee Agreement relating to
confidentiality, inventions and the like.





Section 5.  Payroll Deductions.


             The
payroll deduction authorization shall request withholding, at a rate of not
less than 2% nor more than 10%, from the participant's compensation, by means
of substantially equal payroll deductions over the option period.  For purposes of the Plan,
"compensation" shall mean all compensation paid to the participant by
the Company including compensation paid as bonuses and commissions, but excluding
overrides, overseas allowances, and payments under stock option plans and other
employee benefit plans   A participant
may change the withholding rate of his payroll deduction authorization by
written notice delivered to the Company at least 15 days prior to the first day
of the option period as to which the change is to be effective.  All amounts withheld in accordance with a
participant's payroll deduction authorization shall be credited to a
withholding account for such participant.


Section 6.  Grant of Options.


             Each
person who is a participant on the first day of an option period shall as of
such day be granted an option for such period. 
Such option shall be for the number of shares of stock to be determined
by dividing (a) the balance in the participant's withholding account on the
last day of the option period by (b) the purchase price per share of the stock
determined under Section 7, and eliminating any fractional share from the
quotient.  The Company shall reduce on a
substantially proportionate basis the number of shares of stock receivable by
each participant upon exercise of his option for an option period in the event
that the number of shares then available under the Plan is otherwise
insufficient.


Section 7.  Purchase Price.


             The
purchase price of stock issued pursuant to the exercise of an option shall be
85% of the fair market value of the stock at (a) the time of grant of the
option or (b) the time at which the option is deemed exercised, whichever is
less.  Fair market value shall be
determined in accordance with the applicable provisions of the Internal Revenue
Code of 1986, as amended or restated from time to time (the "Code")
or regulations issued thereunder, or in the absence of any such provisions or
regulations, shall be deemed to be the last sale price at which the stock is traded
on the day in question or the last prior date on which a trade occurred as
reported in the Wall Street Journal; or, if the Wall Street Journal is not
published or does not list the stock, then in such other appropriate newspaper
of general circulation as the Board of Directors may prescribe; or, if the last
price at which the stock traded is not generally reported, then the mean
between the reported bid and asked prices at the close of the market on the day
in question or the last prior date when such prices were reported.





Section 8.  Exercise of Options.


             If
an employee is a participant in the Plan on the last business day of an option
period, he shall be deemed to have exercised the option granted to him for that
period.  Upon such exercise, the Company
shall apply the balance of the participant's withholding account to the
purchase of the number of whole shares of stock determined under Section 6, and
as soon as practicable thereafter shall issue and deliver certificates for said
shares to the participant and shall return to him the balance, if any, of his
withholding account in excess of the total purchase price of the shares so
issued.  No fractional shares shall be
issued hereunder.


             Notwithstanding
anything herein to the contrary, the Company shall not be obligated to deliver
any shares unless and until, in the opinion of the Company's counsel, all
requirements of applicable federal and state laws and regulations (including
any requirements as to legends) have been complied with, nor, if the outstanding
stock is at the time listed on any securities exchange, unless and until the
shares to be delivered have been listed (or authorized to be added to the list
upon official notice of issuance) upon such exchange, nor unless or until all
other legal matters in connection with the issuance and delivery of shares have
been approved by the Company's counsel.


Section 9.  Interest.


             No
interest will be payable on withholding accounts.


Section 10.  Cancellation and Withdrawal.


             A
participant who holds an option under the Plan may at any time prior to
exercise thereof under Section 8 cancel all (but not less than all) of his
option by written notice delivered to the Company.  Upon such cancellation, the balance in his withholding account
shall be returned to him.


             A
participant may terminate his payroll deduction authorization as of any date by
written notice delivered to the Company and shall thereby cease to be a
participant as of such date.  Any
participant who voluntarily terminates his payroll deduction authorization
prior to the last business day of an option period shall be deemed to have
canceled his option.


Section
11.  Termination of Employment.


             Except
as otherwise provided in Section 12, upon the termination of a participant's
employment with the Company for any reason whatsoever, he shall cease to be a
participant, and any option held by him under the Plan shall be deemed
cancelled, the balance of his withholding account shall be returned to him, and
he shall have no further rights under the Plan.  For purposes of this Section 11, a participant's employment will
not be considered terminated in the case of sick leave or other bona fide leave
of absence approved for purposes of this Plan by Media 100 or a subsidiary or
in the case of a transfer to the employment of a subsidiary or to the
employment of Media 100.





Section 12.  Death or Retirement of Participant.


             In
the event a participant holds any option hereunder at the time his employment
with the Company is terminated (1) by his retirement with the consent of the
Company, and such retirement is within three months of the time such option
becomes exercisable, or (2) by his death whenever occurring, then such
participant (or in the event of death, his legal representative) may, by a
writing delivered to the Company on or before the date such option is
exercisable, elect either (a) to cancel any such option and receive in cash the
balance in his withholding account, or (b) to have the balance in his
withholding account applied as of the last day of the option period to the
exercise of his option pursuant to Section 8. 
In the event such participant (or his legal representative) does not
file a written election as provided above, any outstanding option shall be
treated as if an election had been filed pursuant to subparagraph (a) above.


Section 13.  Participant's Rights Not Transferable, Etc.


             All
participants granted options under the Plan shall have the same rights and
privileges.  Each participant's rights
and privileges under any option granted under the Plan shall be exercisable
during his lifetime only by him, and shall not be sold, pledged, assigned, or
otherwise transferred in any manner whatsoever except by will or the laws of
descent and distribution.  In the event
any participant violates the terms of this Section, any options held by him may
be terminated by the Company and upon return to the participant of the balance
of his withholding account, all his rights under the Plan shall terminate.


Section 14.  Employment Rights.


             Neither
the adoption of the Plan nor any of the provisions of the Plan shall confer
upon any participant any right to continued employment with Media 100 or a
subsidiary or affect in any way the right of the Company to terminate the
employment of a participant at any time.


Section
15.  Rights as a Shareholder.


             A
participant shall have the rights of a shareholder only as to stock actually
acquired by him under the Plan.





Section 16.  Change in Capitalization.


             In
the event of a stock dividend, stock split or combination of shares, recapitalization,
merger in which Media 100 is the surviving corporation or other change in Media
100's capital stock, the number and kind of shares of stock or securities of
Media 100 to be subject to the Plan and to options then outstanding or to be
granted hereunder, the maximum number of shares or securities which may be
delivered under the Plan, the option price and other relevant provisions shall
be appropriately adjusted by the Board of Directors, whose determination shall
be binding on all persons.  In the event
of a consolidation or merger in which Media 100 is not the surviving
corporation or in the event of the sale or transfer of substantially all Media
100's assets (other than by the grant of a mortgage or security interest), all
outstanding options shall thereupon terminate, provided that prior to the
effective date of any such merger, consolidation or sale of assets, the Board
of Directors shall either (a) return the balance in all withholding accounts
and cancel all outstanding options, or (b) accelerate the exercise date
provided for in Section 8, or (c) if there is a surviving or acquiring
corporation, arrange to have that corporation or an affiliate of that
corporation grant to the participants replacement options having equivalent
terms and conditions as determined by the Board of Directors.


Section 17.  Administration of Plan.


             The
Plan will be administered by the Board of Directors.  The Board of Directors will have authority, not inconsistent with
the express provisions of the Plan, to take all action necessary or appropriate
hereunder, to interpret its provisions, and to decide all questions and resolve
all disputes which may arise in connection therewith.  Such determinations of the Board of Directors shall be conclusive
and shall bind all parties.


             The
Board may, in its discretion, delegate its powers with respect to the Plan to
an Employee Benefit Plan Committee or any other committee (the
"Committee"), in which event all references to the Board of Directors
hereunder, including without limitation the references in Section 18, shall be
deemed to refer to the Committee.  A
majority of the members of any such Committee shall constitute a quorum, and
all determinations of the Committee shall be made by a majority of its
members.  Any determination of the
Committee under the Plan may be made without notice or meeting of the Committee
by a writing signed by a majority of the Committee members.


Section 18.  Amendment and Termination of Plan.


             The
Board of Directors may at any time or times amend the Plan or amend any
outstanding option or options for the purpose of satisfying the requirements of
any changes in applicable laws or regulations or for any other purpose which
may at the time be permitted by law, provided that (except to the extent explicitly
required or permitted herein) no such amendment will, without the approval of
the shareholders of Media 100, (a) increase the maximum number of shares
available under the Plan, (b) reduce the option price of outstanding options or
reduce the price at which options may be granted, or (c) amend the provisions
of this Section 18 of the Plan, and no such amendment will adversely affect the
rights of any participant (without his consent) under any option theretofore
granted.





             The
Plan may be terminated at any time by the Board of Directors, but no such
termination shall adversely affect the rights and privileges of holders of the
outstanding options.


Section 19.  Approval of Shareholders.


             The
Plan shall be subject to the approval of the shareholders of the Company, which
approval shall be secured within twelve months after the date the Plan is
adopted by the Board of Directors. 
Notwithstanding any other provisions of the Plan, no option shall be
exercised prior to the date of such approval. 
For purposes of the foregoing, any increase in the number of shares
described in Section 2, other than pursuant to adjustment as provided in
Section 16, shall be treated as an adoption of the Plan with respect to the
additional shares.


Section 20.  Limitations on Eligibility.


             Notwithstanding
any other provision of the Plan,


             (a)
An employee shall not be eligible to receive an option pursuant to the Plan if,
immediately after the grant of such option to him, he would (in accordance with
the provisions of Sections 423 and 425(d) of the Code) own or be deemed to own
stock possessing 5% or more of the total combined voting power or value of all
classes of stock of the employer corporation or of its parent or subsidiary
corporation, as defined in Section 425 of the Code.


             (b)
No employee shall be granted an option under the Plan which would permit his
rights to purchase shares of stock under all employee stock purchase plans of
the Company and any parent and subsidiary corporations to accrue at a rate
which exceeds $25,000 in fair market value of such stock (determined at the
time the option is granted) for each calendar year during which any such option
granted to such employee is outstanding at any time, as provided in Sections
423 and 425 of the Code.  Without
limiting the foregoing, the maximum number of shares for which an employee may
be granted an option under the Plan for any six-month option period shall be
the number of whole shares obtained by dividing $12,500 by the fair market
value of one share of Common Stock on the date of grant.