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                                                                    Exhibit 10.2

                           RENAISSANCE WORLDWIDE, INC.

                        1996 EMPLOYEE STOCK PURCHASE PLAN

                (As Amended and Restated Effective May 28, 1998)

      The following constitute the provisions of the 1996 Employee Stock
Purchase Plan of Renaissance Worldwide, Inc. (formerly, The Registry, Inc. 1996
Employee Stock Purchase Plan).

1.    Purpose. The purpose of the Plan is to provide employees of the Company
      and its Subsidiaries with an opportunity to purchase Common Stock of the
      Company. It is the intention of the Company to have the Plan qualify as an
      "Employee Stock Purchase Plan" under Section 423 of the Internal Revenue
      Code of 1986, as amended. The provisions of the Plan shall, accordingly,
      be construed so as to extend and limit participation in a manner
      consistent with the requirements of that section of the Code.

2.    Definitions.

      (a)   "Board" shall mean the Board of Directors of the Company.

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

      (c)   "Common Stock" shall mean the Common Stock, no par value, of the
            Company.

      (d)   "Company" shall mean Renaissance Worldwide, Inc., a Massachusetts
            corporation.

      (e)   "Compensation" shall mean all base pay, salary, bonuses and
            commissions, including payments for overtime and sales commissions.

      (t)   "Contributions" shall mean all amounts credited to the account of a
            participant pursuant to the Plan.

      (g)   "Eligible Employee" shall mean any person who is an Employee on the
            first day of any Offering Period.

      (h)   "Employee" shall mean any person, including an officer, who is an
            employee of the Company or one of its Subsidiaries, as determined
            pursuant to Treasury Regulation Section 1.421-7(h) or any successor
            thereto.
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      (i)   "Exercise Date" shall mean the last business day of each Offering
            Period of the Plan.

      (j)   "Offering Date" shall mean the first business day of each Offering
            Period of the Plan.

      (k)   "Offering Period" shall mean the period described in Section 4.

      (1)   "Plan" shall mean this Employee Stock Purchase Plan, as amended from
            time to time.

      (m)   "Subsidiary" shall mean a corporation, domestic or foreign, defined
            as such in Section 424(t) of the Code, whether or not such
            corporation now exists or is hereafter organized or acquired by the
            Company or a subsidiary, who adopts the Plan with the consent of the
            Company.

3.    Eligibility.

      (a)   Except as otherwise provided below, any person who is an Eligible
            Employee as of the Offering Date of a given Offering Period shall be
            eligible to participate in such Offering Period under the Plan.

      (b)   Any provisions of the Plan to the contrary notwithstanding, no
            Employee shall be granted an option under the Plan (i) if,
            immediately after the grant, such Employee (or any other person
            whose stock would be attributed to such Employee pursuant to Section
            424(d) of the Code) would own stock and/or hold outstanding options
            to purchase stock possessing five percent (5 %) or more of the total
            combined voting power or value of all classes of stock of the
            Company or of any subsidiary of the Company, or (ii) if such option
            would permit his or her rights to purchase stock under all employee
            stock purchase plans (described in Section 423 of the Code) of the
            Company and its Subsidiaries to accrue at a rate which exceeds
            twenty-five thousand dollars ($25,000) of fair market value of such
            stock (determined at the time such option is granted) for each
            calendar year in which such option is outstanding at any time.

4.    Offering Periods. The periods of January 1 to June 30 and July 1 to
      December 31 of each year (or such other time or times as may be determined
      by the Board consistent with the requirements of Codess.423) will each be
      termed an "Offering Period." The Plan shall continue until terminated in
      accordance with the terms of the Plan. The


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      Board shall have the power to change the duration and/or the frequency of
      Offering Periods with respect to future offerings without stockholder
      approval if such change is announced at least fifteen (15) days prior to
      the scheduled beginning of the first Offering Period to be affected by
      such change.

5.    Method of Participation. For each Offering Period, an Eligible Employee
      may elect to participate in the Plan by executing and delivering to the
      Company's Human Resources Department, at such time, in such manner and on
      such form as shall be prescribed by the Company, a written subscription
      agreement.

6.    Payroll Deduction.

      (a)   The written subscription agreement will contain a payroll deduction
            authorization that will request withholding at a rate (in whole
            percentages) of not less than 1% nor more than 10% from the
            participant's Compensation by means of substantially equal payroll
            deductions over the Offering Period from payroll periods ending in
            the Offering Period.

      (b)   All payroll deductions made by a participant shall be credited to
            his or her account under the Plan. A participant may not make any
            additional payments into such account.

      (c)   A participant may discontinue his or her participation in the Plan
            as provided in Section 10, or, on one occasion only during the
            Offering Period, may increase or decrease the rate of his or her
            Contributions during the Offering Period by completing and filing
            with the Company a new subscription agreement at such time as may be
            determined by the Company prior to the date on which the change is
            to be effective. The change in rate shall be effective as of the
            beginning of the calendar quarter following the date of filing of
            the new subscription agreement.

      (d)   Notwithstanding the foregoing, to the extent necessary to comply
            with Section 423(b)(8) of the Code and Section 3(b) herein, a
            participant's payroll deductions shall be decreased to zero (0%)
            percent at such time during any Offering Period which is scheduled
            to end during the current calendar year that the aggregate of all
            payroll deductions accumulated with respect to such Offering Period
            and any other Offering Period ending within the same calendar year
            equal or exceed twenty-five thousand dollars ($25,000). Payroll
            deductions shall re-commence at the rate provided in such
            participant's then current subscription agreement at the beginning
            of the first Offering Period which is scheduled to end in


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            the following calendar year, unless terminated by the participant as
            provided in Section 10.

7.    Grant of Option: Option Price.

      (a)   On the Offering Date of each Offering Period, each Eligible Employee
            participating in such Offering Period shall be granted an option to
            purchase on the Exercise Date a maximum of two hundred (200) shares
            of the Company's Common Stock (subject to adjustment as provided in
            subsection 18(a) hereof) to the extent of the Employee's
            Contributions accumulated prior to the Exercise Date. The number of
            shares within the above-stated maximum that a participant may
            acquire shall be determined by dividing such Employee's
            Contributions accumulated prior to such Exercise Date and retained
            in the participant's account as of the Exercise Date by the purchase
            price per share of the Company's Common Stock (determined under
            Section 7(b)). The Company will reduce on a substantially
            proportionate basis, the number of shares of Common Stock receivable
            by each participant upon the exercise of his option for an Offering
            Period in the event that the number of shares then available under
            the Plan is otherwise insufficient, as provided in Section 12. No
            fractional shares may be purchased under the Plan. Employee
            Contributions that represent fractional shares will be returned to
            the Employee without interest as soon as reasonably practicable
            after the end of the Offering Period.

      (b)   The purchase price per share of the Common Stock issued pursuant to
            the exercise of an option (the "Option Price") will be 85 % of the
            fair market value of the Common Stock at (1) the time of grant of
            the option or (2) the time at which the option is deemed exercised,
            whichever is less. The fair market value of the Company's Common
            Stock on a given date shall be determined by the Board based on (i)
            the average of the high and low prices of the Common Stock on such
            date on the principal national securities exchange on which the
            Common Stock is traded, if the Common Stock is then traded on a
            national securities exchange; or (ii) the last reported sale price
            of the Common Stock on the NASDAQ National Market System on such
            date, if the Common Stock is not then traded on a national
            securities exchange; or (iii) the closing bid price or the average
            of bid prices last quoted on such date by an established quotation
            service for over-the-counter securities, if the Common Stock is not
            reported on the NASDAQ National Market System or on a national
            securities exchange. If the Common Stock is not publicly traded at
            the time a right is granted under this Plan, "fair market value"
            shall mean the fair market value of the Common Stock as determined
            by the Board in its discretion after taking into consideration all
            factors


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            which it deems appropriate, including, without limitation, recent
            sale and offer prices of the Common Stock in private transactions
            negotiated at arm's length.

8.    Exercise of Option. Unless a participant withdraws from the Plan as
      provided in Section 10, his or her option for the purchase of shares will
      be exercised automatically on the Exercise Date of the Offering Period,
      and the maximum number of shares (including fractional shares) subject to
      option (but in no event more than two hundred (200), subject to adjustment
      as provided in subsection 18(a) hereof) will be purchased at the
      applicable Option Price with the accumulated Contributions in his or her
      account. The shares purchased upon exercise of an option hereunder shall
      be deemed to be transferred to the participant on the Exercise Date.
      During his or her lifetime, a participant's option to purchase shares
      hereunder is exercisable only by him or her.

9.    Delivery. As promptly as practicable after the Exercise Date of each
      Offering Period, the Company shall arrange the delivery to each
      participant, as appropriate, of a certificate representing the shares
      purchased upon exercise of his or her option. Any cash remaining to the
      credit of a participant's account under the Plan after a purchase by him
      or her of shares at the termination of each Offering Period shall be
      returned to the participant.

10.   Withdrawal: Termination of Employment.

      (a)   A participant may withdraw all but not less than all the
            Contributions credited to his or her account under the Plan at any
            time prior to the Exercise Date of the Offering Period by giving
            written notice to the Company. All of the participant's
            Contributions credited to his or her account will be paid to him or
            her promptly after receipt of his or her notice of withdrawal and
            his or her option for the current period will be automatically
            terminated, and no further Contributions for the purchase of shares
            will be made during the Offering Period. Upon such withdrawal, the
            balance in his or her withholding account will be returned to the
            participant.

      (b)   In the event that a participant terminates employment for any reason
            during the three months beginning with the Offering Date and ending
            on the day three (3) months before the Exercise Date, the
            participant's option shall terminate, and the Contributions credited
            to his or her account will be returned to him or her or, in the case
            of his or her death, to his or her designated beneficiary hereunder
            (or as otherwise provided in Section 14(b) herein), and the
            participant or his or her designated beneficiary, as the case may
            be, will have no further rights under


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            the Plan. In the event that a participant terminates employment for
            any reason on any date following the day three months before the
            Exercise Date, the participant's option shall not, by reason of such
            employment termination, terminate, and the participant's account
            balance will remain in the Plan and the option exercised as provided
            herein, unless the participant earlier withdraws from the Plan
            pursuant to subsection 10(a) above.


11.   Interest. No interest shall accrue on the Contributions of a participant
      in the Plan.

12.   Stock.

      (a)   The maximum number of shares of the Company's Common Stock which
            shall be made available for sale under the Plan shall be six hundred
            thousand (600,000) shares) subject to adjustment upon changes in
            capitalization of the Company as provided in subsection 18(a)
            hereof. If the total number of shares which would otherwise be
            subject to options granted pursuant to Section 7(a) on the Offering
            Date of an Offering Period exceeds the number of shares then
            available under the Plan (after deduction of all shares for which
            options have been exercised or are then outstanding), the Company
            shall make a pro rata allocation of the shares remaining available
            for option grant in as uniform a manner as shall be practicable and
            as it shall determine to be equitable and consistent with the
            requirements of Section 423(b)(5) of the Code. In such event, the
            Company shall give written notice of such reduction of the number of
            shares subject to the option to each Employee affected thereby and
            shall similarly reduce the rate of Contributions, if necessary.

      (b)   The participant will have no interest or voting right in shares
            covered by his or her option until such option has been exercised.

      (c)   Shares to be delivered to a participant under the Plan will be
            registered in the name of the participant or in the name of the
            participant and his or her spouse, at the participant's election.

13.   Administration of Plan. The Plan will be administered by the Board of
      Directors (or a committee thereof), which will have the right to determine
      any questions which may arise regarding the interpretation and application
      of the provisions of the Plan and to

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1 Reflects the 2:1 stock split that occurred on March 24, 1998.


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      make or rescind, administer, and interpret such rules and regulations as
      it will deem necessary or advisable. For example, without limitation, the
      Board (or its delegate) may limit the frequency and/or number of changes
      in the amount withheld during an Offering Period, permit payroll
      withholding in excess of the amount designated by a participant in order
      to adjust for delays or mistakes in the Company's processing of properly
      completed withholding elections, establish reasonable waiting and
      adjustment periods and/or accounting and crediting procedures to ensure
      that amounts applied toward the purchase of Common Stock for each
      participant properly correspond with amounts withheld from the
      participant's Compensation.

14.   Designation of Beneficiary.

      (a)   A participant may file a written designation of a beneficiary who is
            to receive any shares and cash, if any, from the participant's
            account under the Plan in the event of such participant's death
            subsequent to the end of the Offering Period but prior to delivery
            to him or her of such shares and cash.

      (b)   Such designation of beneficiary may be changed by the participant at
            any time by written notice. 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 Company shall deliver such shares and/or cash to the
            executor or administrator of the estate of the participant, or if no
            such executor or administrator has been appointed (to the knowledge
            of the Company), the Company, in its discretion, may deliver such
            shares and/or cash to the spouse or to any one or more dependents or
            relatives of the participant, or if no spouse, dependent or relative
            is known to the Company, then to such other person as the Company
            may designate. To the extent of any such delivery of shares and/or
            cash hereunder, the Company's obligation under the Plan with respect
            to the participant shall be discharged.

15.   Transferability. Neither Contributions credited to a participant's account
      nor any rights with regard to the exercise of an option or to receive
      shares under the Plan may be assigned, transferred, pledged or otherwise
      disposed of in any way (other than by will, the laws of descent and
      distribution, or as provided in Section 14) by the participant. Any such
      attempt at assignment, transfer, pledge or other disposition shall be
      without effect, except that the Company may treat such act as an election
      to withdraw funds in accordance with Section 10.


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16.   Use of Funds. All Contributions received or held by the Company under the
      Plan may be used by the Company for any corporate purpose, and the Company
      shall not be obligated to segregate such Contributions.

17.   Reports. Individual accounts will be maintained for each participant in
      the Plan. Statements of account will be given to participating Employees
      promptly following the Exercise Date, which statements will set forth the
      amounts of Contributions, the per share purchase price, the number of
      shares purchased and the remaining cash balance, if any.

18.   Adjustments Upon Changes in Capitalization.

      (a)   The number of shares of Common Stock covered by each option under
            the Plan which has not yet been exercised and the number of shares
            of Common Stock which have been authorized for issuance under the
            Plan but have not yet been placed under option (collectively, the
            "Reserves"), as well as the price per share of Common Stock covered
            by each option under the Plan which has not yet been exercised,
            shall be proportionately adjusted for any increase or decrease in
            the number of issued shares of Common Stock resulting from a stock
            split, reverse stock split, stock dividend, combination or
            reclassification of the Common Stock, or any other increase or
            decrease in the number of shares of Common Stock effected without
            receipt of consideration by the Company. Such adjustment shall be
            made by the Board, whose determination in that respect shall be
            final, binding and conclusive. Except as expressly provided herein,
            no issue by the Company of shares of stock of any class, or
            securities convertible into shares of stock of any class, shall
            affect, and no adjustment by reason thereof shall be made with
            respect to, the number or price of shares of Common Stock subject to
            an option.

      (b)   In the event of the proposed dissolution or liquidation of the
            Company, the Offering Period will terminate immediately prior to the
            consummation of such proposed action, the options granted during
            such Offering Period shall terminate and each participant's
            contributions shall be returned, unless otherwise provided by the
            Board. In the event of a proposed sale of all or substantially all
            of the assets of the Company, or the merger of the Company with or
            into another corporation, each option under the Plan shall be
            assumed or an equivalent option shall be substituted by such
            successor corporation or a parent or subsidiary of such successor
            corporation, unless the Board determines, in the exercise of its
            sole discretion and in lieu of such assumption or substitution, to
            shorten the


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            Offering Period then in progress by setting a new Exercise Date (the
            "New Exercise Date"). If the Board shortens the Offering Period then
            in progress in lieu of assumption or substitution in the event of a
            merger or sale of assets, the Board shall notify each participant in
            writing, at least ten (10) days prior to the New Exercise Date, that
            the Exercise Date for his or her option has been changed to the New
            Exercise Date and that his or her option will be exercised
            automatically on the New Exercise Date, unless prior to such date he
            or she has withdrawn from the Offering Period as provided in Section
            10. For purposes of this Section, an option granted under the Plan
            shall be deemed to be assumed if, following the sale of assets or
            merger, the option confers the right to purchase, for each share of
            option stock subject to the option immediately prior to the sale of
            assets or merger, the consideration (whether stock, cash or other
            securities or property) received in the sale of assets or merger by
            holders of Common Stock for each share of Common Stock held on the
            effective date of the transaction (and if such holders were offered
            a choice of consideration, the type of consideration chosen by the
            holders of a majority of the outstanding shares of Common Stock);
            provided, however, that if such consideration received in the sale
            of assets or merger was not solely common stock of the successor
            corporation or its parent (as defined in Section 424(e) of the
            Code), the Board may, with the consent of the successor corporation,
            provide for the consideration to be received upon exercise of the
            option to be solely common stock of the successor corporation or its
            parent equal in fair market value to the per share consideration
            received by holders of Common Stock in the sale of assets or merger.

            The Board may, if it so determines in the exercise of its sole
            discretion but subject to the requirements of Section 423 of the
            Code, also make provision for adjusting the Reserves, as well as the
            price per share of Common Stock covered by each outstanding option,
            in the event that the Company effects one or more reorganizations,
            recapitalizations, rights offerings or other increases or reductions
            of shares of its outstanding Common Stock not covered by subsection
            (a) hereof, and in the event of the Company being consolidated with
            or merged into any other corporation.

      (c)   In the event of a proposed sale of all or substantially all the
            assets or stock of any Subsidiary, the options granted to affected
            participants' of such Subsidiary during such Offering Period shall
            terminate and each participant's contributions shall be returned,
            unless otherwise provided by the Board.


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19.   Amendment or Termination.

      (a)   The Board reserves the right at any time or times to amend the Plan
            to any extent and in any manner it may deem advisable by vote of the
            Board; provided, however, that any amendment relating to the
            aggregate number of shares which may be issued under the Plan (other
            than an adjustment provided for in Section 18) or to the Employees
            (or class of Employees) eligible to receive options under the Plan
            will have no force or effect unless it will have been approved by
            the shareholders within twelve months before or after its adoption.
            Such amendments may include, without limitation, (without
            stockholder consent and without regard to whether any participant
            rights may be considered to have been adversely affected), a change
            or changes to the duration of future Offering Periods (subject to
            Section 4 hereof).

      (b)   The Plan may be suspended or terminated at any time by the Board of
            Directors, but no such suspension or termination will adversely
            affect the rights and privileges of holders of the outstanding
            options. The Plan will terminate in any case when all or
            substantially all of the Common Stock reserved for the purposes of
            the Plan has been purchased.

20.   Notices. All notices or other communications by a participant to the
      Company under or in connection with the Plan shall be deemed to have been
      duly given when received in the form specified by the Company at the
      location, or by the person, designated by the Company for the receipt
      thereof.

21.   Conditions Upon Issuance of Shares. Shares shall not be issued with
      respect to an option unless the exercise of such option and the issuance
      and delivery of such shares pursuant thereto shall comply with all
      applicable provisions of law, domestic or foreign, including, without
      limitation, the Securities Act of 1933, as amended, the Securities
      Exchange Act of 1934, the rules and regulations promulgated thereunder,
      and the requirements of any stock exchange upon which the shares may then
      be listed, and shall be further subject to the approval of counsel for the
      Company with respect to such compliance.

      As a condition to the exercise of an option, the Company may require the
      person exercising such option to represent and warrant at the time of any
      such exercise that the shares are being purchased only for investment and
      without any present intention to sell or distribute such shares if, in the
      opinion of counsel for the Company, such a


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      representation is required by any of the aforementioned applicable
      provisions of law.

22.   Term of Plan: Effective Date. The Plan shall become effective upon the
      earlier to occur of its adoption by the Board or its approval by the
      stockholders of the Company. It shall continue in effect for a term of ten
      (10) years unless sooner terminated under Section 19.

23.   Employment Rights. Nothing contained in the provisions of the Plan will be
      construed to give any Employee the right to be retained in the employ of
      the Company or to interfere with the right of the Company to discharge any
      employee at any time.


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