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                                                                    EXHIBIT 10.3

 
                          RENAISSANCE WORLDWIDE, INC.

                       1996 EMPLOYEE STOCK PURCHASE PLAN

              (As Amended and Restated Effective October 10, 1997)

     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
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     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.
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     (a)  "Board" shall mean the Board of Directors of the Company.
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     (b)  "Code" shall mean the Internal Revenue Code of 1986, as amended.
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     (c)  "Common Stock" shall mean the Common Stock, no par value, of the
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          Company.

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

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

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

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

     (h)  "Employee" shall mean any person, including an officer, who is an
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          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
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          Period of the Plan.

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

     (k)  "Offering Period" shall mean the period described in Section 4.
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     (l)  "Plan" shall mean this Employee Stock Purchase Plan, as amended from
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          time to time.

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

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
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     December 31 of each year (or such other time or times as may be determined
     by the Board consistent with the requirements of Code (S)423) will each be
     termed an "Offering Period."  The Plan shall continue until terminated in
     accordance with the terms of the Plan.  The 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.

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5.   Method of Participation.  For each Offering Period, an Eligible Employee
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     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.
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     (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 the following calendar year, unless
          terminated by the participant as provided in Section 10.

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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.

     (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 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
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     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 

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     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
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     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.
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     (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 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
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     in the Plan.

12.  Stock.
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     (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 

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          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
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     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 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 delegee) 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 

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          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
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     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.

16.  Use of Funds.  All Contributions received or held by the Company under the
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     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
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     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.
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     (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.

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     (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 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.

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     (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.

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
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     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
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     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 

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     or distribute such shares if, in the opinion of counsel for the Company,
     such a 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
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     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
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     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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