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EXHIBIT 10.2   Employee Stock Purchase Plan adopted by Registrant on
               March 6,1996, as amended

                            ELECTRONIC DESIGNS, INC.
                          EMPLOYEE STOCK PURCHASE PLAN

                       As Amended Through November 6, 1996

     The purpose of the Electronic Designs, Inc. Employee Stock Purchase Plan
("the Plan") is to provide eligible employees of Electronic Designs, Inc. (the
"Company") and certain of its subsidiaries with opportunities to purchase shares
of the Company's common stock, no par value (the "Common Stock"). 250,000 shares
of Common Stock in the aggregate have been approved for this purpose. The Plan
is intended to constitute an "employee stock purchase plan" within the meaning
of Section 423(b) of the Internal Revenue Code of 1986, as amended (the "Code"),
and shall be interpreted in accordance with that intent.

     1. ADMINISTRATION. The Plan will be administered by the Company's Board of
Directors (the "Board") or by a committee appointed by the Board for such
purpose (the "Committee"). The Board or the Committee has authority to make
rules and regulations for the administration of the Plan, and its
interpretations and decisions with regard thereto shall be final and conclusive.
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 or any option granted
hereunder.

     2. OFFERINGS. The Company will make one or more offerings to eligible
employees to purchase Common Stock under the Plan ("Offerings"). The initial
Offering will begin on the second business day after the later of (a) the
relisting of the Common Stock on the Nasdaq Small-Cap Market, and (b) the
reincorporation of the Company as a corporation in any state other than
California, and will end on September 30, 1996 (the "Initial Offering"). The
second Offering will begin on October 1, 1996 and will end on March 31, 1997.
The third offering will begin on April 1, 1997 and will end on October 31, 1997.
Thereafter, an Offering will begin on the first business day occurring on or
after each November 1 and May 1 and will end on the last business day occurring
on or before the following April 30 and October 31, respectively.

     3. ELIGIBILITY. All employees of the Company (including employees who are
also directors of the Company) and all employees of each Designated Subsidiary
(as defined in Section 11) are eligible to participate in any one or more of the
Offerings under the Plan, provided that as of the first day of the applicable
Offering (the "Offering Date") they are customarily employed by the Company or a
Designated Subsidiary for more than twenty (20) hours a week and have completed
at least 6 (six) months of employment.


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     4. PARTICIPATION. An employee eligible on any Offering Date may participate
in such Offering by submitting an enrollment form to his appropriate payroll
location at least ten (10) business days before the Offering Date (or by such
other deadline as shall be established for the Offering). The form will (a)
state a whole percentage to be deducted from his Compensation (as defined in
Section 11) per pay period, (b) authorize the purchase of Common Stock for him
in each Offering in accordance with the terms of the Plan and (c) specify the
exact name or names in which shares of Common Stock purchased for him are to be
issued pursuant to Section 10. An employee who does not enroll in accordance
with these procedures will be deemed to have waived his right to participate.
Unless an employee files a new enrollment form or withdraws from the Plan, his
deductions and purchases will continue at the same percentage of Compensation
for future Offerings, provided he remains eligible. Notwithstanding the
foregoing, participation in the Plan will neither be permitted nor be denied
contrary to the requirements of the Code.

     5. EMPLOYEE CONTRIBUTIONS. Each eligible employee may authorize payroll
deductions at a minimum of one percent (1%) up to a maximum of ten percent (10%)
of his Compensation for each pay period. The Company will maintain book accounts
showing the amount of payroll deductions made by each participating employee for
each Offering. No interest will accrue or be paid on payroll deductions.

     6. DEDUCTION CHANGES. An employee may not increase or decrease his payroll
deduction during any Offering, but may increase or decrease his payroll
deduction with respect to the next Offering (subject to the limitations of
Section 5) by filing a new enrollment form at least ten (10) business days
before the next Offering Date (or by such other deadline as shall be established
for the Offering).

     7. WITHDRAWAL. An employee may withdraw from participation in the Plan by
delivering a written notice of withdrawal to his appropriate payroll location.
The employee's withdrawal will be effective as of the next business day.
Following an employee's withdrawal, the Company will promptly refund to him his
entire account balance under the Plan (after payment for any Common Stock
purchased before the effective date of withdrawal). Partial withdrawals are not
permitted. The employee may not begin participation again during the remainder
of the Offering, but may enroll in a subsequent Offering in accordance with
Section 4.

     8. GRANT OF OPTIONS. On each Offering Date, the Company will grant to each
eligible employee who is then a participant in the Plan an option ("Option") to
purchase on the last day of such Offering (the "Exercise Date"), at the Option
Price hereinafter provided for, such number of whole shares of Common Stock
reserved for the purposes of the Plan as does not exceed the number of shares
equal in value to ten percent (10%) of such employee's projected Compensation
for the period of the Offering divided by eighty five percent (85%) of the Fair
Market Value of the Common Stock (as defined in Section 11) on the Offering
Date, rounded down to the nearest whole share. The 


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purchase price for each share purchased under such Option (the "Option Price")
will be 85% of the Fair Market Value of the Common Stock on the Offering Date or
the Exercise Date, whichever is less.

          Notwithstanding the foregoing, no employee may be granted an option
hereunder if such employee, immediately after the option was granted, would be
treated as owning stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the Company or any
Parent or Subsidiary (as defined in Section 11). For purposes of the preceding
sentence, the attribution rules of Section 424(d) of the Code shall apply in
determining the stock ownership of an employee, and all stock which the employee
has a contractual right to purchase shall be treated as stock owned by the
employee. In addition, no employee may be granted an Option which permits his
rights to purchase stock under the Plan, and any other employee stock purchase
plan of the Company and its Parents and Subsidiaries, to accrue at a rate which
exceeds $25,000 of the fair market value of such stock (determined on the option
grant date or dates) for each calendar year in which the Option is outstanding
at any time. The purpose of the limitation in the preceding sentence is to
comply with Section 423(b)(8) of the Code.

     9. EXERCISE OF OPTION AND PURCHASE OF SHARES. Each employee who continues
to be a participant in the Plan on the Exercise Date shall be deemed to have
exercised his Option on such date and shall acquire from the Company such number
of whole shares of Common Stock reserved for the purpose of the Plan as his
accumulated payroll deductions on such date will purchase at the Option Price,
subject to any other limitations contained in the Plan. Any balance remaining in
an employee's account at the end of an Offering will be refunded to the employee
promptly, except that any balance remaining in an employee's account at the end
of an Offering solely by reason of the inability to purchase a fractional share
will be carried forward to the next Offering.

     10. ISSUANCE OF CERTIFICATES. Certificates representing shares of Common
Stock purchased under the Plan may be issued only in the name of the employee,
the employee and another person of legal age as joint tenants with rights of
survivorship, or a broker authorized by the employee to be his, or their,
nominee for such purpose.

     11. DEFINITIONS.
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          The term "Compensation" means the amount of base pay and commissions,
prior to salary reduction pursuant to either Section 125 or 401(k) of the Code,
but excluding overtime, incentive or bonus awards, allowances and reimbursements
for expenses such as relocation allowances or travel expenses, income or gains
on the exercise of Company stock options, and similar items.

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          The term "Designated Subsidiary" means any present or future
Subsidiary (as defined below) that is designated from time to time by the Board
or the Committee to participate in the Plan. Subsidiaries may be so designated
either before or after the Plan is approved by the stockholders.

          The term "Fair Market Value of the Common Stock" means the last
reported sale price of the Common Stock on the Nasdaq Small-Cap Market or Nasdaq
National Market (or such exchange on which the Company's Common Stock may then
be traded) on a given day or, if no sales of Common Stock were made on that day,
the sale price of the Common Stock on the next preceding day on which sales were
made.

          The term "Parent" means a "parent corporation" with respect to the
Company, as defined in Section 424(e) of the Code.

          The term "Subsidiary" means a "subsidiary corporation" with respect to
the Company, as defined in Section 424(f) of the Code.

     12. RIGHTS ON RETIREMENT, DEATH, OR OTHER TERMINATION OF EMPLOYMENT. If a
participating employee's employment terminates for any reason before the
Exercise Date for any Offering, no payroll deduction will be taken from any pay
due and owing to the employee and the balance in his account will be paid to him
or, in the case of his death, to his designated beneficiary as if he had
withdrawn from the Plan under Section 7. An employee will be deemed to have
terminated employment, for this purpose, if the corporation that employs him,
having been a Designated Subsidiary, ceases to be a Subsidiary, or if the
employee is transferred to any corporation other than the Company or a
Designated Subsidiary.

     13. OPTIONEES NOT STOCKHOLDERS. Neither the granting of an Option to an
employee nor the deductions from his pay shall constitute such employee a
stockholder of the shares of Common Stock covered by an Option under the Plan
until such shares have been purchased by and issued to him.

     14. RIGHTS NOT TRANSFERABLE. Rights under the Plan are not transferable by
a participating employee other than by will or the laws of descent and
distribution, and are exercisable during the employee's lifetime only by the
employee.

     15. APPLICATION OF FUNDS. All funds received or held by the Company under
the Plan may be combined with other corporate funds and may be used for any
corporate purpose.

     16. ADJUSTMENT IN CASE OF CHANGES AFFECTING COMMON STOCK. In the event of a
subdivision of outstanding shares of Common Stock, or the payment of a dividend
in Common Stock, the number of shares approved for the Plan, and the share
limitation set forth in Section 8, shall be increased proportionately, and such
other adjustment 

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shall be made as may be deemed equitable by the Board or the Committee. In the
event of any other change affecting the Common Stock, such adjustment shall be
made as may be deemed equitable by the Board or the Committee to give proper
effect to such event.

     17. AMENDMENT OF THE PLAN. The Board or the Committee may at any time, and
from time to time, amend the Plan in any respect, except that without the
approval, within twelve (12) months of such Board or Committee action, by the
holders of a majority of the shares of stock of the Company present or
represented and entitled to vote at a meeting of stockholders, no amendment
shall be made (a) increasing the number of shares approved for the Plan or (b)
changing the designation of corporations or class of corporations whose
employees are eligible to receive Options under the Plan.

     18. INSUFFICIENT SHARES. If the total number of shares of Common Stock that
would otherwise be purchased on any Exercise Date plus the number of shares
purchased under previous Offerings under the Plan exceeds the maximum number of
shares issuable under the Plan, the shares then available shall be apportioned
among participants in proportion to the amount of payroll deductions accumulated
on behalf of each participant that would otherwise be used to purchase Common
Stock on such Exercise Date.

     19. TERMINATION OF THE PLAN. The Plan may be terminated at any time by the
Board or the Committee. Upon termination of the Plan, all amounts in the
accounts of participating employees shall be promptly refunded.

     20. GOVERNMENTAL REGULATIONS. The Company's obligation to sell and deliver
Common Stock under the Plan is subject to listing on the Nasdaq Small-Cap Market
or National Market (or other national exchange) and obtaining all governmental
approvals required in connection with the authorization, issuance, or sale of
such stock.

          The Plan shall be governed by Massachusetts law except to the extent
that such law is preempted by federal law.

     21. ISSUANCE OF SHARES. Shares may be issued upon exercise of an Option
from authorized but unissued Common Stock, from shares held in the treasury of
the Company, or from any other proper source.

     22. TAX WITHHOLDING. Participation in the Plan is subject to any required
tax withholding on income of the participant in connection with the Plan. Each
employee agrees, by entering the Plan, that the Company and its Subsidiaries
shall have the right to deduct any such taxes from any payment of any kind
otherwise due to the employee, including shares issuable under the Plan.

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     23. NOTIFICATION UPON SALE OF SHARES. Each employee agrees, by entering the
Plan, to give the Company prompt notice of any disposition of shares purchased
under the Plan where such disposition occurs within two years after the date of
grant of the Option pursuant to which such shares were purchased.

     24. EFFECTIVE DATE AND APPROVAL OF SHAREHOLDERS. The Plan shall take effect
on the later of the date it is adopted by the Board and the date it is approved
by the holders of a majority of the shares of stock of the Company present or
represented and entitled to vote at a meeting of stockholders, which approval
must occur within twelve (12) months of the adoption of the Plan by the Board.



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