EXHIBIT10.2

MEDIA100 INC.

1986Employee Stock Purchase Plan,as amended through June 12, 2001

Section 1.  Purpose of Plan.

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

Section 2.  Options to Purchase Stock.

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

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

Section 3.  Eligible Employees.

             Exceptas otherwise provided in Section 20, each employee who has completed one monthof continuous service in the employ of the Company shall be eligible toparticipate in the Plan.

Section 4.  Method of Participation.

             Subjectto the second paragraph of Section 8, the periods January 1 to June 30 andJuly 1 to December 31 of each year shall be option periods. Each personwho will be an eligible employee on the first day of any option period mayelect to participate in the Plan by executing and delivering, at least 15 daysprior to such day, a payroll deduction authorization in accordance with Section5.  Such employee shall thereby become aparticipant ("participant") on the first day of such option periodand shall remain a participant until his participation is terminated asprovided in the Plan.  Each participantshall execute, prior to or contemporaneously with his election to participatein the Plan, the Company's then standard form of Employee Agreement relating toconfidentiality, inventions and the like.

Section 5.  Payroll Deductions.

             Thepayroll deduction authorization shall request withholding, at a rate of notless than 2% nor more than 10%, from the participant's compensation, by meansof substantially equal payroll deductions over the option period.  For purposes of the Plan,"compensation" shall mean all compensation paid to the participant bythe Company including compensation paid as bonuses and commissions, but excludingoverrides, overseas allowances, and payments under stock option plans and otheremployee benefit plans   A participantmay change the withholding rate of his payroll deduction authorization bywritten notice delivered to the Company at least 15 days prior to the first dayof the option period as to which the change is to be effective.  All amounts withheld in accordance with aparticipant's payroll deduction authorization shall be credited to awithholding account for such participant.

Section 6.  Grant of Options.

             Eachperson who is a participant on the first day of an option period shall as ofsuch day be granted an option for such period. Such option shall be for the number of shares of stock to be determinedby dividing (a) the balance in the participant's withholding account on thelast day of the option period by (b) the purchase price per share of the stockdetermined under Section 7, and eliminating any fractional share from thequotient.  The Company shall reduce on asubstantially proportionate basis the number of shares of stock receivable byeach participant upon exercise of his option for an option period in the eventthat the number of shares then available under the Plan is otherwiseinsufficient.

Section 7.  Purchase Price.

             Thepurchase price of stock issued pursuant to the exercise of an option shall be85% of the fair market value of the stock at (a) the time of grant of theoption or (b) the time at which the option is deemed exercised, whichever isless.  Fair market value shall bedetermined in accordance with the applicable provisions of the Internal RevenueCode of 1986, as amended or restated from time to time (the "Code")or regulations issued thereunder, or in the absence of any such provisions orregulations, shall be deemed to be the last sale price at which the stock is tradedon the day in question or the last prior date on which a trade occurred asreported in the Wall Street Journal; or, if the Wall Street Journal is notpublished or does not list the stock, then in such other appropriate newspaperof general circulation as the Board of Directors may prescribe; or, if the lastprice at which the stock traded is not generally reported, then the meanbetween the reported bid and asked prices at the close of the market on the dayin question or the last prior date when such prices were reported.

Section 8.  Exercise of Options.

             Ifan employee is a participant in the Plan on the last business day of an optionperiod, he shall be deemed to have exercised the option granted to him for thatperiod.  Upon such exercise, the Companyshall apply the balance of the participant's withholding account to thepurchase of the number of whole shares of stock determined under Section 6, andas soon as practicable thereafter shall issue and deliver certificates for saidshares to the participant and shall return to him the balance, if any, of hiswithholding account in excess of the total purchase price of the shares soissued.  No fractional shares shall beissued hereunder.

             Notwithstandinganything herein to the contrary, the Company shall not be obligated to deliverany shares unless and until, in the opinion of the Company's counsel, allrequirements of applicable federal and state laws and regulations (includingany requirements as to legends) have been complied with, nor, if the outstandingstock is at the time listed on any securities exchange, unless and until theshares to be delivered have been listed (or authorized to be added to the listupon official notice of issuance) upon such exchange, nor unless or until allother legal matters in connection with the issuance and delivery of shares havebeen approved by the Company's counsel.

Section 9.  Interest.

             Nointerest will be payable on withholding accounts.

Section 10.  Cancellation and Withdrawal.

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

             Aparticipant may terminate his payroll deduction authorization as of any date bywritten notice delivered to the Company and shall thereby cease to be aparticipant as of such date.  Anyparticipant who voluntarily terminates his payroll deduction authorizationprior to the last business day of an option period shall be deemed to havecanceled his option.

Section11.  Termination of Employment.

             Exceptas otherwise provided in Section 12, upon the termination of a participant'semployment with the Company for any reason whatsoever, he shall cease to be aparticipant, and any option held by him under the Plan shall be deemedcancelled, the balance of his withholding account shall be returned to him, andhe shall have no further rights under the Plan.  For purposes of this Section 11, a participant's employment willnot be considered terminated in the case of sick leave or other bona fide leaveof absence approved for purposes of this Plan by Media 100 or a subsidiary orin the case of a transfer to the employment of a subsidiary or to theemployment of Media 100.

Section 12.  Death or Retirement of Participant.

             Inthe event a participant holds any option hereunder at the time his employmentwith the Company is terminated (1) by his retirement with the consent of theCompany, and such retirement is within three months of the time such optionbecomes exercisable, or (2) by his death whenever occurring, then suchparticipant (or in the event of death, his legal representative) may, by awriting delivered to the Company on or before the date such option isexercisable, elect either (a) to cancel any such option and receive in cash thebalance in his withholding account, or (b) to have the balance in hiswithholding account applied as of the last day of the option period to theexercise of his option pursuant to Section 8. In the event such participant (or his legal representative) does notfile a written election as provided above, any outstanding option shall betreated as if an election had been filed pursuant to subparagraph (a) above.

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

             Allparticipants granted options under the Plan shall have the same rights andprivileges.  Each participant's rightsand privileges under any option granted under the Plan shall be exercisableduring his lifetime only by him, and shall not be sold, pledged, assigned, orotherwise transferred in any manner whatsoever except by will or the laws ofdescent and distribution.  In the eventany participant violates the terms of this Section, any options held by him maybe terminated by the Company and upon return to the participant of the balanceof his withholding account, all his rights under the Plan shall terminate.

Section 14.  Employment Rights.

             Neitherthe adoption of the Plan nor any of the provisions of the Plan shall conferupon any participant any right to continued employment with Media 100 or asubsidiary or affect in any way the right of the Company to terminate theemployment of a participant at any time.

Section15.  Rights as a Shareholder.

             Aparticipant shall have the rights of a shareholder only as to stock actuallyacquired by him under the Plan.

Section 16.  Change in Capitalization.

             Inthe event of a stock dividend, stock split or combination of shares, recapitalization,merger in which Media 100 is the surviving corporation or other change in Media100's capital stock, the number and kind of shares of stock or securities ofMedia 100 to be subject to the Plan and to options then outstanding or to begranted hereunder, the maximum number of shares or securities which may bedelivered under the Plan, the option price and other relevant provisions shallbe appropriately adjusted by the Board of Directors, whose determination shallbe binding on all persons.  In the eventof a consolidation or merger in which Media 100 is not the survivingcorporation or in the event of the sale or transfer of substantially all Media100's assets (other than by the grant of a mortgage or security interest), alloutstanding options shall thereupon terminate, provided that prior to theeffective date of any such merger, consolidation or sale of assets, the Boardof Directors shall either (a) return the balance in all withholding accountsand cancel all outstanding options, or (b) accelerate the exercise dateprovided for in Section 8, or (c) if there is a surviving or acquiringcorporation, arrange to have that corporation or an affiliate of thatcorporation grant to the participants replacement options having equivalentterms and conditions as determined by the Board of Directors.

Section 17.  Administration of Plan.

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

             TheBoard may, in its discretion, delegate its powers with respect to the Plan toan Employee Benefit Plan Committee or any other committee (the"Committee"), in which event all references to the Board of Directorshereunder, including without limitation the references in Section 18, shall bedeemed to refer to the Committee.  Amajority of the members of any such Committee shall constitute a quorum, andall determinations of the Committee shall be made by a majority of itsmembers.  Any determination of theCommittee under the Plan may be made without notice or meeting of the Committeeby a writing signed by a majority of the Committee members.

Section 18.  Amendment and Termination of Plan.

             TheBoard of Directors may at any time or times amend the Plan or amend anyoutstanding option or options for the purpose of satisfying the requirements ofany changes in applicable laws or regulations or for any other purpose whichmay at the time be permitted by law, provided that (except to the extent explicitlyrequired or permitted herein) no such amendment will, without the approval ofthe shareholders of Media 100, (a) increase the maximum number of sharesavailable under the Plan, (b) reduce the option price of outstanding options orreduce the price at which options may be granted, or (c) amend the provisionsof this Section 18 of the Plan, and no such amendment will adversely affect therights of any participant (without his consent) under any option theretoforegranted.

             ThePlan may be terminated at any time by the Board of Directors, but no suchtermination shall adversely affect the rights and privileges of holders of theoutstanding options.

Section 19.  Approval of Shareholders.

             ThePlan shall be subject to the approval of the shareholders of the Company, whichapproval shall be secured within twelve months after the date the Plan isadopted by the Board of Directors. Notwithstanding any other provisions of the Plan, no option shall beexercised prior to the date of such approval. For purposes of the foregoing, any increase in the number of sharesdescribed in Section 2, other than pursuant to adjustment as provided inSection 16, shall be treated as an adoption of the Plan with respect to theadditional shares.

Section 20.  Limitations on Eligibility.

             Notwithstandingany other provision of the Plan,

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

             (b)No employee shall be granted an option under the Plan which would permit hisrights to purchase shares of stock under all employee stock purchase plans ofthe Company and any parent and subsidiary corporations to accrue at a ratewhich exceeds $25,000 in fair market value of such stock (determined at thetime the option is granted) for each calendar year during which any such optiongranted to such employee is outstanding at any time, as provided in Sections423 and 425 of the Code.  Withoutlimiting the foregoing, the maximum number of shares for which an employee maybe granted an option under the Plan for any six-month option period shall bethe number of whole shares obtained by dividing $12,500 by the fair marketvalue of one share of Common Stock on the date of grant.