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                                                                   EXHIBIT 10.2


                          RENAISSANCE WORLDWIDE, INC.

                                1996 STOCK PLAN


   1.  Purpose.  The purpose of this 1996 Stock Plan (the "Plan") is to advance
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the interests of Renaissance Worldwide, Inc., a Massachusetts corporation (the
"Company"), by strengthening the ability of the Company to attract, retain and
motivate key employees, officers and consultants of or to the Company or any
present or future parent or subsidiary of the Company (the "Company Group") by
providing them with an opportunity to purchase or receive as bonuses stock of
the Company and thereby permitting them to share in the Company's success.  It
is intended that this purpose will be effected by granting (i) incentive stock
options ("Incentive Options") which are intended to qualify under the provisions
of Section 422 of the Internal Revenue Code of 1986, as heretofore and hereafter
amended (the "Code"), and non-statutory stock options ("Nonqualified Options")
which are not intended to meet the requirements of Section 422 of the Code and
which are intended to be taxed under Section 83 of the Code (both Incentive
Options and Nonqualified Options shall be collectively referred to as
"Options"), (ii) stock purchase authorizations ("Purchase Authorizations") and
(iii) stock bonus awards ("Bonuses").

   2.  Effective Date.  This Plan was adopted by the Board of Directors of the
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Company (the "Board") on March 6, 1996 and approved by the sole stockholder of
the Company on March 22, 1996 (the "effective date" of the Plan).  On January 9,
1997, the Board of Directors of the Company voted to amend the Plan by
increasing the number of shares that may be made subject to Options, Purchase
Authorization or Bonuses by 2,000,000 shares, subject to stockholder approval.
On May 7, 1997, the Board of Directors further amended the Plan by authorizing
an additional 1,000,000 shares to be made exclusively subject to Nonqualified
Options and to be issued only to employees of or consultants to businesses
acquired by the Company or the Company Group.

   3.  Stock Covered by the Plan.  Subject to adjustment as provided in Sections
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9 and 10 below, and further subject to stockholder approval as noted in Section
2 above, the shares that may be made subject to Options, Purchase Authorizations
or Bonuses under this Plan (the "Unrestricted Shares") shall not exceed in the
aggregate 3,600,000 shares of the common stock, without par value, of the
Company ("Company Stock") and the number of shares that may be made exclusively
subject to Nonqualified Options under the Plan (the "Restricted Shares and
together with the Unrestricted Shares, the "Shares") and to be issued only to
employees of businesses acquired by the Company or the Company Group shall not
exceed in the aggregate 1,000,000 shares of Company Stock (for an aggregate
number of Shares of 4,600,000 available under the Plan).  Any Shares subject to
an Option or Purchase Authorization which for any reason expires or is
terminated unexercised as to such Shares and any Shares reacquired by the
Company pursuant to forfeiture or a repurchase right hereunder may again be the
subject of an Option, Purchase Authorization or Bonus under the Plan; provided,
that Unrestricted Shares may only again be subject to an Option, Purchase or
Bonus under the Plan as permitted herein and that Restricted 
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Shares may only again be subject to Nonqualified Options as permitted herein.
The Shares purchased pursuant to Purchase Authorizations or the exercise of
Options under this Plan or issued as Bonuses may, in whole or in part, be either
authorized but unissued Shares or issued Shares reacquired by the Company.

   4.  Administration.  This Plan shall be administered by the Board, whose
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construction and interpretation of the Plan's terms and provisions shall be
final and conclusive.  The Board shall have authority, subject to the express
provisions of the Plan, to construe the Plan and the respective Options,
Purchase Authorizations, Bonuses and related agreements, to prescribe, amend and
rescind rules and regulations relating to the Plan, to determine the terms and
provisions of the respective Options, Purchase Authorizations, Bonuses and
related agreements, and to make all other determinations in the judgement of the
Board necessary or desirable for the administration of the Plan.  The Board may
correct any defect or supply any omission or reconcile any inconsistency in the
Plan or in any Option, Purchase Authorization, Bonus, or related agreement in
the manner and to the extent it shall deem expedient to carry the Plan into
effect, and it shall be the sole and final judge of such expediency.  No
director shall be liable for any action or determination made in good faith.

   Effective on and as of the date that the Company registers its class of
Common Stock pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended (the "Act"), the Plan shall be administered by a committee (the
"Committee") consisting of not less than two (2) members of the Board, provided
that the Committee may delegate authority to grant Options to any single member
of the Board subject to such guidelines and qualifications as may be from time
to time determined by the Committee.  None of the members of the Committee shall
be, or shall have been at any time within one year prior to the date of their
appointment to the Committee (or such lesser period of time during which the
Company's Common Stock has been registered pursuant to Section 12 of the Act), a
person who in the opinion of counsel to the Company is not a "disinterested
person" as such term is used in Rule 16b-3 promulgated under the Act.  In
addition, each member of the Committee must be an "outside director" as that
term is used in Treasury Regulation Section 1.162-27(e)(3)(i) under Section
162(m) of the Code.  Notwithstanding the previous three sentences, if at any
time after adoption of this Plan, Rule 16b-3 under the Act is amended to no
longer require such a Committee to ensure protection of the Plan under Rule 16b-
3, then the Board shall be entitled to modify the composition of the Committee
or to abolish the Committee and thereafter to administer the Plan itself, in its
sole discretion.

   The Committee shall be appointed by, and shall serve at the pleasure of, the
Board and shall have the powers granted to the Board in this Section 4, and on
and after the commencement of the Committee's duties hereunder, all references
(other than in this sentence) to the Board in Sections 4, 5 and 7 of this Plan
or as specified in any agreement associated with this Plan shall mean and relate
to such Committee.

   5.  Eligible Recipients.  Options, Purchase Authorizations and Bonuses may be
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granted to such key employees, officers, directors or consultants of or to the
Company Group, as are 

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selected by the Board (a "Participant"); provided, however, that only employees
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of the Company Group may be granted Incentive Options.

   6.  Duration of the Plan.  This Plan shall terminate ten (10) years from the
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effective date hereof, unless terminated earlier pursuant to Section 14 below,
and no Options, Purchase Authorizations or Bonuses may be granted or made
thereafter.

   7.  Terms and Conditions of Options, Purchase Authorizations and Bonuses.
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Options, Purchase Authorizations and Bonuses granted or made under this Plan
shall be evidenced by agreements in such form and containing such terms and
conditions as the Committee shall determine; provided, however, that such
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agreements shall evidence among their terms and conditions the following:

   a.  Price.  The purchase price per Share payable upon the exercise of each
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       Option or the purchase pursuant to each Purchase Authorization granted or
       made hereunder shall be determined by the Committee at the time the
       Option or Purchase Authorization is granted or made.  The purchase price
       per Share payable upon the exercise of each Incentive Option granted
       hereunder shall not be less than one hundred percent (100%) of the fair
       market value per Share of the Common Stock on the day the Incentive
       Option is granted (or 110% in the case of Incentive Options to which
       paragraph 7(j)(i) applies).  The purchase price per Share payable on
       exercise of each Nonqualified Option or upon the purchase of Shares
       pursuant to each Purchase Authorization granted hereunder shall be not
       less than eighty-five percent (85%) of the fair market value per Share of
       the Common Stock on the date of the grant.  Fair market value shall be
       determined in accordance with procedures to be established in good faith
       by the Board. Bonus Shares shall be issued in consideration of services
       previously rendered, which shall be valued for such purposes by the
       Board.

   b.  Number of Shares.  Each agreement shall specify the number of Shares to
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       which it pertains.  The maximum number of Shares with respect to which
       Options may be granted under the Plan to any individual during any single
       calendar year shall be 100,000 Shares.

   c.  Exercise of Options.  Each Option shall be exercisable for the full
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       amount or for any part thereof and at such intervals or in such
       installments as the Board may determine at the time it grants such
       Option; provided, however, that no Option shall be exercisable with
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       respect to any Shares later than ten (10) years after the date of the
       grant of such Option (or five (5) years in the case of Incentive Options
       to which paragraph 7(j)(ii) applies).  An Option shall be exercisable
       only by delivery of a written notice to the Company's Treasurer, or any
       other officer of the Company designated by the Board to accept such
       notices on its behalf, specifying the number of Shares for which the
       Option is exercised and accompanied by either (i) full payment or (ii) if
       permitted by the Board, irrevocable instructions to a broker to promptly
       
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       deliver to the Company full payment in accordance with subparagraph (ii)
       of the first sentence of paragraph 7(d) below of the amount necessary to
       pay the aggregate exercise price. With respect to an Incentive Option,
       the permission of the Board referred to in clause (ii) of the preceding
       sentence must be specifically granted at the time the Incentive Option is
       granted.

   d.  Payment.  Payment shall be made in full (i) at the time the Option is
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       exercised, (ii) promptly after the Participant forwards the irrevocable
       instructions referred to in paragraph 7(c)(ii) above to the appropriate
       broker, if exercise of an Option is made pursuant to paragraph 7(c)(ii)
       above, or (iii) at the time the purchase pursuant to a Purchase
       Authorization is made.  Payment shall be made either (a) in cash, (b) by
       check, (c) if permitted by the Board (with respect to an Incentive
       Option, such permission to have been granted at the time of the Incentive
       Option grant), by delivery and assignment to the Company of shares of
       Company stock (provided that such shares have been held by such
       Participant for at least 6 months before delivery) having a fair market
       value (as determined by the Board) equal to the exercise or purchase
       price, (d) if permitted by the Board, stated in the agreement evidencing
       the Option or Purchase Authorization, and to the extent permitted by any
       applicable law, by the Participant's recourse promissory note, which note
       must be due and payable not more than five (5) years after the date the
       Option or Purchase Authorization is exercised, or (e) by a combination of
       (a), (b), (c) and/or (d).  If shares of Company stock are to be used to
       pay the exercise price of an Incentive Option, the Company prior to such
       payment must be furnished with evidence satisfactory to it that the
       acquisition of such shares and their transfer in payment of the exercise
       price satisfy the requirements of Section 422 of the Code and other
       applicable laws.

   e.  Withholding Taxes; Delivery of Shares.  The Company's obligation to
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       deliver Shares upon exercise of an Option or upon purchase pursuant to a
       Purchase Authorization or issuance pursuant to a Bonus shall be subject
       to the satisfaction of all applicable federal, state and local income and
       employment tax withholding obligations.  Without limiting the generality
       of the foregoing, the Company shall have the right to deduct from
       payments of any kind otherwise due to the Participant any federal, state
       or local taxes of any kind required by law to be withheld with respect to
       any Shares issued upon exercise of Options or purchased or issued
       pursuant to Purchase Authorization or Bonuses.  The Participant may elect
       to satisfy such obligation(s), in whole or in part, by (i) delivering to
       the Company a check for the amount required to be withheld or (ii) if the
       Board in its sole discretion approves in any specific or general case,
       having the Company withhold Shares or delivering to the Company already-
       owned shares of Common Stock, having a value equal to the amount required
       to be withheld, as determined by the Board.

   f.  Non-Transferability.  No Option or Purchase Authorization shall be
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       transferable by the Participant otherwise than by will or the laws of
       descent or distribution, and each 

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       Option or Purchase Authorization shall be exercisable during the
       Participant's lifetime only by the Participant; provided, however, that
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       (i) Nonqualified Options may be transferred pursuant to a qualified
       domestic relations order (as defined in Rule 16b-3 under the Act) and
       (ii) the Board may grant Nonqualified Options that are transferable
       (subject to any terms and conditions imposed by the Board) by the
       Participant, either directly or in trust, to one or more members of the
       Participant's family, and the Board may amend accordingly the form of
       Option Grant attached hereto. Following any transfer permitted pursuant
       to this paragraph, of which the Participant has notified the Board in
       writing, such option may be exercised by the transferee(s), subject to
       all terms and conditions of the Option Grant. For these purposes, the
       members of the Participant's family are only the Participant's: (i)
       spouse, (ii) lineal descendants; (iii) lineal ancestors; and (iv)
       siblings and spouses and children of such siblings.

   g.  Termination of Options and Purchase Authorizations.  The Board is
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       authorized, subject to the express provisions of this Plan, to determine
       the timing and terms on which an Option or Purchase Authorization granted
       or awarded hereunder shall terminate and to alter or amend the form of
       Option Agreement attached hereto to effect such determinations.

   h.  Rights as Stockholders.  A Participant shall have no rights as a
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       stockholder with respect to any Shares covered by an Option, Purchase
       Authorization or Bonus until the date of issuance of a stock certificate
       in the Participant's name for such Shares.

   i.  Repurchase of Shares by the Company.  Any Shares purchased or acquired
       -----------------------------------                                   
       upon exercise of an Option or pursuant to a Purchase Authorization or
       Bonus may in the discretion of the Board be subject to repurchase by or
       forfeiture to the Company and to the extent set forth in the option,
       purchase or bonus agreement pursuant to which the Shares were purchased
       or acquired.  Certificates representing Shares subject to such repurchase
       or forfeiture may be subject to such escrow and stock legending
       provisions as may be set forth in the option, purchase or bonus agreement
       pursuant to which the Shares were purchased or acquired.

   j.  10% Stockholder.  If any Participant to whom an Incentive Option is
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       granted pursuant to the provisions of the Plan is on the date of grant
       the owner of stock (as determined under Section 424(d) of the Code)
       possessing more than 10% of the total combined voting power or value of
       all classes of stock of the Company, its parent, if any, or subsidiaries,
       then the following special provisions shall be applicable:

       i.   The exercise price per Share subject to such Option shall not be
            less than 110% of the fair market value of each Share on the date of
            grant; and

       ii.  The Option shall not have a term in excess of five years from the
            date of grant.

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   k.  Confidentiality and Non-Solicitation Agreements.  In the sole discretion
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       of the Board, each Participant shall be required to execute, prior to or
       contemporaneously with the grant of any Option, Purchase Authorization or
       Bonus hereunder, the Company's then standard form of agreement relating
       to nondisclosure of confidential information, non-solicitation and
       related matters.

   8.  Restrictions on Incentive Options.  Incentive Options granted under this
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Plan shall be specifically designated as such and shall be subject to the
additional restriction that the aggregate fair market value, determined as of
the date the Incentive Option is granted, of the Shares with respect to which
Incentive Options are exercisable for the first time by a Participant during any
calendar year shall not exceed $100,000.  If an Incentive Option which exceeds
the $100,000 limitation of this paragraph 8 is granted, the portion of such
Option which is exercisable for Shares in excess of the $100,000 limitation
shall be treated as a Nonqualified Option pursuant to Section 422(d) of the
Code, notwithstanding its original designation as an Incentive Option.  In the
event that such Participant is eligible to participate in any other stock
incentive plans of the Company, its parent, if any, or a subsidiary which are
also intended to comply with the provisions of Section 422 of the Code, such
annual limitation shall apply to the aggregate number of Shares for which
options may be granted under all such plans.

   9.  Stock Dividends; Stock Splits; Stock Combinations; Recapitalizations.
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Appropriate adjustment shall be made by the Board in the maximum number of
Shares subject to the Plan and in the number, kind, and exercise or purchase
price of Shares covered by outstanding Options and Purchase Authorizations
granted hereunder to give effect to any stock dividends, stock splits, stock
combinations, recapitalizations and other similar changes in the capital
structure of the Company after the effective date of the Plan.

   10. Merger; Sale of Assets.
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   a.  In the event of a change of the Common Stock resulting from a merger or
       similar reorganization as to which the Company is the surviving
       corporation, the number and kind of Shares which thereafter may be
       purchased pursuant to an Option or Purchase Authorization under the Plan
       and the number and kind of Shares then subject to Options or Purchase
       Authorizations granted hereunder and the price per Share thereof shall be
       appropriately adjusted in such manner as the Board may determine
       equitable to prevent dilution or enlargement of the rights available or
       granted hereunder.

   b.  Except as otherwise determined by the Board, a merger or a similar
       reorganization which the Company does not survive, or a sale of all or
       substantially all of the assets of the Company, shall cause every Option
       and Purchase Authorization hereunder to terminate, to the extent not then
       exercised, unless any surviving entity agrees to assume the obligations
       hereunder; provided, however, that, in the case of such a merger or
       similar reorganization, or such a sale of all or substantially all of the
       assets of the Company, if there is no such assumption, the Board may
       provide that some or all of 

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       the unexercised portion of any one or more of the outstanding Options or
       Purchase Authorizations and some or all of the Unvested Shares (as
       defined in the applicable agreement with the Participant) acquired upon
       exercise of any one or more of such Options or Purchase Authorizations or
       acceptance of any one or more of the outstanding Bonuses shall be
       immediately exercisable and vested or no longer subject to repurchase
       rights as of such date prior to such merger, similar reorganization or
       sale of assets as the Board determines.

   c.  If any person or group, other than the Company, any of its subsidiaries
       or affiliates or any employee benefit plan of the Company, either
       publicly or in a written communication to the Company or to its Board of
       Directors, makes a tender or exchange offer or other bona fide offer to
       acquire directly or indirectly voting securities under circumstances such
       that, immediately after such acquisition, such person or group would
       beneficially own voting securities with aggregate voting power
       representing 20% or more of the total voting power of the Company, the
       Board may in its sole discretion provide that all outstanding options
       shall immediately become fully exercisable.

   11. Investment Representations; Transfer Restrictions.  The Company may
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require Participants, as a condition of purchasing Shares pursuant to the
exercise of an Option or to a Purchase Authorization or receipt of Shares as a
Bonus, to give written assurances in substance and form satisfactory to the
Company to the effect that such person is acquiring the Shares for the
Participant's own account for investment and not with any present intention of
selling or otherwise distributing the same, and to such other effects as the
Company deems necessary or appropriate (including without limitation
confirmation that the Participant is aware of any applicable restrictions on
transfer of the Shares, as specified in the by-laws of the Company or otherwise)
in order to comply with federal and applicable state securities laws.

   12. Section 16(b) Compliance.  With respect to persons subject to Section 16
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of the Act, transactions under the Plan are intended to comply with all
applicable conditions of Rule 16b-3 or its successors under the Act.  To the
extent that any provision of the Plan or action by the Board fails to so comply,
it shall be deemed null and void, to the extent permitted by law and deemed
advisable by the Board.

   13. Definitions.
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   a.  The term "employee" shall have, for purposes of this Plan, the meaning
       ascribed to "employee" under Section 3401(c) of the Code and the
       regulations promulgated thereunder.

   b.  The term "parent" shall have, for purposes of this Plan, the meaning
       ascribed to it under Section 424(e) of the Code and the regulations
       promulgated thereunder.

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   c.  The term "subsidiary" shall have, for all purposes under this Plan, the
       meaning ascribed to it under Section 424(f) of the Code and the
       regulations promulgated thereunder.

   14. Termination or Amendment of Plan.  The Board may at any time terminate
       --------------------------------                                      
the Plan or make such changes in or additions to the Plan as it deems advisable
without further action on the part of the stockholders of the Company, provided:

   a.  that no such termination or amendment shall adversely affect or impair
       any then outstanding Option, Purchase Authorization, Bonus or related
       agreement without the consent of the Participant holding such Option,
       Purchase Authorization, Bonus or related agreement; and

   b.  that no such amendment which (i) increases the maximum number of Shares
       subject to this Plan (except to the extent provided in Sections 3, 9 and
       10) or (ii) increases the benefits accruing to Participants or modifies
       the requirements as to eligibility for participation in the Plan (but
       only to the extent that either such change would require approval by the
       stockholders pursuant to the Code or the regulations thereunder or Rule
       16b-3 under the Act) may be made without obtaining, or being conditioned
       upon, stockholder approval.

   With the written consent of the Participant affected, the Board may amend
outstanding Options, Purchase Authorizations, Bonuses or related agreements in a
manner not inconsistent with the Plan.  The Board shall have the right to amend
or modify the terms and provisions of the Plan and of any outstanding Incentive
Options granted under the Plan to the extent necessary to qualify any or all
such Options for such favorable federal income tax treatment (including deferral
of taxation upon exercise) as may be afforded incentive stock options under
Section 422 of the Code.

   15. Governing Law.  This Plan shall be governed by, and construed and
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enforced in accordance with, the laws of the Commonwealth of Massachusetts.

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