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                                                                    Exhibit 10.4

                           RENAISSANCE WORLDWIDE, INC.

                       1998 ACQUISITION STOCK OPTION PLAN

1.    PURPOSE

      The purpose of this Acquisition Stock Option Plan (the `Plan") is to
advance the interests of Renaissance Worldwide, Inc. and its subsidiaries
(together, the "Company") by enhancing the ability of the Company and its
subsidiaries to complete acquisitions and attract and retain directors,
employees, consultants or advisers who are in a position to make significant
contributions to the success of the Company, to reward them for their
contributions and to encourage them to take into account the long-term interests
of the Company.

      The Plan provides for the award of options to purchase shares of the
Company's common stock ("Stock"). Options granted pursuant to the Plan will not
be "incentive stock options" within the meaning of section 422 of the Internal
Revenue Code of 1986, as amended (the "Code").

2.    ELIGIBILITY FOR AWARDS

      Persons eligible to receive awards under the Plan shall be all directors,
including directors who are not employees, of the Company and all executive
officers of the Company and its subsidiaries and other employees, consultants
and advisers who, in the opinion of the Board, are in a position to make a
significant contribution to the success of the Company and its subsidiaries. A
subsidiary for purposes of the Plan shall be a corporation in which the Company
owns, directly or indirectly, stock possessing 50% or more of the total combined
voting power of all classes of stock. Persons selected for awards under the Plan
are referred to herein as "participants." It is intended that the options
hereunder be issued only to employees of or consultants to businesses acquired
by the Company.

3.    ADMINISTRATION

      The Plan shall be administered by the Board of Directors (the "Board") of
the Company. The Board shall have authority, not inconsistent with the express
provisions of the Plan, (a) to grant awards consisting of options to such
participants as the Board may select; (b) to determine the time or times when
awards shall be granted and the number of shares of Stock subject to each award;
(c) to determine the terms and conditions of each award; (d) to prescribe the
form or forms of any instruments evidencing awards and any other instruments
required under the Plan and to change such forms from time to time; (e) to
adopt, amend and rescind rules and regulations for the administration of the
Plan; and (f) to interpret the Plan and to decide any questions and settle all
controversies and disputes that may arise in connection with the Plan. Such
determinations of the Board shall be conclusive and shall bind all parties.
Subject to Section 8 the Board shall also have the authority,
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both generally and in particular instances, to waive compliance by a participant
with any obligation to be performed by the participant under an award, to waive
any condition or provision of an award, and to amend or cancel any award (and if
an award is canceled, to grant a new award on such terms as the Board shall
specify) except that the Board may not take any action with respect to an
outstanding award that would adversely affect the rights of the participant
under such award without such participant's consent. Nothing in the preceding
sentence shall be construed as limiting the power of the Board to make
adjustments required by Section 5(c) and Section 6(i).

      The Board may, in its discretion, delegate some or all of its powers with
respect to the Plan to a committee (the "Committee"), in which event all
references in this Plan (as appropriate) to the Board shall be deemed to refer
to the Committee. The Committee, if one is appointed, shall consist of at least
two directors. A majority of the members of the Committee shall constitute a
quorum, and all determinations of the Committee shall be made by a majority of
its members. Any determination of the Committee under the Plan may be made
without notice or meeting of the Committee by a writing signed by a majority of
the Committee members.

4.    EFFECTIVE DATE AND TERM OF PLAN

      The Plan shall become effective on the date on which it is approved by the
Board of Directors of the Company.

      No awards shall be granted under the Plan after the completion often years
from the date on which the Plan was adopted by the Board, but awards previously
granted may extend beyond that date.

5.    SHARES SUBJECT TO THE PLAN

      (1) Number of Shares. Subject to adjustment as provided in Section 5(c),
the aggregate number of shares of Stock that may be delivered upon the exercise
of awards granted under the Plan shall be 750,000. If any award granted under
the Plan terminates without having been exercised in full, or upon exercise is
satisfied other than by delivery of Stock, the number of shares of Stock as to
which such award was not exercised shall be available for future grants within
the limits set forth in this Section 5(a).

      (2) Shares to be Delivered. Shares delivered under the Plan shall be
authorized but unissued Stock or, if the Board so decides in its sole
discretion, previously issued Stock acquired by the Company and held in its
treasury. No fractional shares of Stock shall be delivered under the Plan.

      (3) Changes in Stock. In the event of a stock dividend, stock split or
combination of shares, recapitalization or other change in the Company's capital
stock, the number and kind of shares of Stock subject to awards then outstanding
or subsequently granted under the Plan, the
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exercise price of such awards, the maximum number of shares of Stock that may be
delivered under the Plan, and other relevant provisions shall be appropriately
adjusted by the Board, whose determination shall be binding on all persons.

      The Board may also adjust the number of shares subject to outstanding
awards and the exercise price and the terms of outstanding awards to take into
consideration material changes in accounting practices or principles,
extraordinary dividends, consolidations or mergers (except those described in
Section 6(i)), acquisitions or dispositions of stock or property or any other
event if it is determined by the Board that such adjustment is appropriate to
avoid distortion in the operation of the Plan.

6.    TERMS AND CONDITIONS OF OPTIONS

      (a) Exercise Price of Options. The exercise price of each option shall be
determined by the Board, but the exercise price, in the case of an original
issue of authorized stock, shall not be less than par value.

      (b) Duration of Options. Options shall be exercisable during such period
or periods as the Board may specify. The latest date on which an option may be
exercised (the "Final Exercise Date") shall be the date that is ten years from
the date the option was granted or such earlier date as the Board may specify at
the time the option is granted.

      (c) Exercise of Options. Options shall become exercisable at such time or
times and upon such conditions as the Board shall specify. In the case of an
option not immediately exercisable in full, the Board may at any time accelerate
the time at which all or any part of the option may be exercised.

            (1) Options may be exercised only in writing. Written notice of
      exercise must be signed by the proper person and furnished to the Company,
      together with (i) such documents as the Board may require and (ii) payment
      in full as specified below in Section 6(d) for the number of shares for
      which the option is exercised.

            (2) The delivery of Stock upon the exercise of an option shall be
      subject to compliance with (i) applicable federal and state laws and
      regulations, (ii) if the outstanding Stock is at the time listed on any
      stock exchange, the listing requirements of such exchange, and (iii)
      Company counsel's approval of all other legal matters in connection with
      the issuance and delivery of such Stock. If the sale of Stock has not been
      registered under the Securities Act of 1933, as amended, the Company may
      require, as a condition to exercise of the option, such representations or
      agreements as counsel for the Company may consider appropriate to avoid
      violation of such Act and may require that the certificates evidencing
      such Stock bear an appropriate legend restricting transfer.
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            (3) The Board shall have the right to require that the participant
      exercising the option remit to the Company an amount sufficient to satisfy
      any federal, state, or local withholding tax requirements (or make other
      arrangements satisfactory to the Company with regard to such taxes) prior
      to the delivery of any Stock pursuant to the exercise of the option. If
      permitted by the Board, either at the time of the grant of the option or
      the time of exercise, the participant may elect, at such time and in such
      manner as the Board may prescribe, to satisfy such withholding obligation
      by (i) delivering to the Company Stock (which in the case of Stock
      acquired from the Company shall have been owned by the participant for at
      least six months prior to the delivery date) having a fair market value
      equal to such withholding obligation, or (ii) requesting that the Company
      withhold from the shares of Stock to be delivered upon the exercise a
      number of shares of Stock having a fair market value equal to such
      withholding obligation.

            (4) If an option is exercised by the executor or administrator of a
      deceased participant, or by the person or persons to whom the option has
      been transferred by the participant's will or the applicable laws of
      descent and distribution, the Company shall be under no obligation to
      deliver Stock pursuant to such exercise until the Company is satisfied as
      to the authority of the person or persons exercising the option.

      (d) Payment for and Delivery of Stock. Stock purchased upon exercise of an
option under the Plan shall be paid for as follows:

            (1) in cash or by personal check, certified check, bank draft or
      money order payable to the order of the Company; or

            (2) if so permitted by the Board, (A) through the delivery of shares
      of Stock (which, in the case of Stock acquired from the Company, shall
      have been held for at least six months prior to delivery) having a fair
      market value on the last business day preceding the date of exercise equal
      to the purchase price or (B) by delivery of a promissory note of the
      participant to the Company, such note to be payable on such terms as are
      specified by the Board or (C) by delivery of an unconditional and
      irrevocable undertaking by a broker to deliver promptly to the Company
      sufficient funds to pay the exercise price or (D) by any combination of
      the permissible forms of payment; provided, that if the Stock delivered
      upon exercise of the option is an original issue of authorized Stock, at
      least so much of the exercise price as represents the par value of such
      Stock shall be paid other than by a personal check or promissory note of
      the person exercising the option.

      (e) Rights as Shareholder. A participant shall not have the rights of a
shareholder with regard to awards under the Plan except as to Stock actually
received by the participant under the Plan.
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      (f) Nontransferability of Awards. Except as the Board may otherwise
determine, no award may be transferred other than by will or by the laws of
descent and distribution, and during a participant's lifetime an award may be
exercised only by the participant.

      (g) Death. If a participant dies, each option held by the participant
immediately prior to death may be exercised, to the extent it was exercisable
immediately prior to death, by the participant's executor or administrator or by
the person or persons to whom the option is transferred by will or the
applicable laws of descent and distribution, at any time within the one-year
period (or such longer or shorter period as the Board may determine) beginning
with the date of the participant's death but in no event beyond the Final
Exercise Date. Except as the Board may otherwise determine, all options held by
a participant immediately prior to death that are not then exercisable shall
terminate on the date of death.

      (h) Termination of Service Other Than By Death. If an employee's
employment with the Company and its subsidiaries terminates for any reason other
than by death, unless the Board shall otherwise determine, all options held by
the employee that are not then exercisable shall terminate. Options that are
exercisable on the date employment terminates shall continue to be exercisable
for a period of three months (or such longer period as the Board may determine,
but in no event beyond the Final Exercise Date) unless the employee was
discharged for cause that in the opinion of the Board casts such discredit on
the employee as to justify termination of the employee's options. After
completion of the post-termination exercise period, such options shall terminate
to the extent not previously exercised, expired or terminated. For purposes of
this Section 6(h), employment shall not be considered terminated (i) in the case
of sick leave or other bona fide leave of absence approved for purposes of the
Plan by the Board, so long as the employee's right to reemployment is guaranteed
either by statute or by contract, or (ii) in the case of a transfer of
employment between the Company and a subsidiary or between subsidiaries, or to
the employment of a corporation (or a parent or subsidiary corporation of such
corporation) issuing or assuming an option. For purposes of this Section 6(h), a
change in a classification by the Company to a "W-2 employee" or "W-2
consultant" shall be treated as a termination of employment.

      In the case of a participant who is not an employee, provisions relating
to the exercisability of options following termination of service shall be
specified in the award. If not so specified, all options held by such
participant that are not then exercisable shall terminate upon termination of
service. Options that are exercisable on the date the participant's service as a
director, consultant or adviser terminates shall continue to be exercisable for
a period of three months (or such longer period as the Board may determine, but
in no event beyond the Final Exercise Date) unless the director, consultant or
adviser was terminated for cause that in the opinion of the Board casts such
discredit on him or her as to justify termination of his or her options. After
completion of the post-termination exercise period, such options shall terminate
to the extent not previously exercised, expired or terminated.
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      (i) Mergers. etc. In the event of a change of the Company 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 under the Plan and the number and kind of shares then
subject to options 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.

            (1) 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 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 the
      unexercised portion of any one or more of the outstanding options shall be
      immediately exercisable and vested as of such date prior to such merger,
      similar reorganization or sale of assets as the Board determines.

            (2) 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, 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.

7.    EMPLOYMENT RIGHTS

      Neither the adoption of the Plan nor the grant of awards shall confer upon
any participant any right to continue as an employee or director of, or
consultant or adviser to, the Company or any parent or subsidiary or affect in
any way the right of the Company or parent or subsidiary to terminate them at
any time. Except as specifically provided by the Board in any particular case,
the loss of existing or potential profit in awards granted under this Plan shall
not constitute an element of damages in the event of termination of the
relationship of a participant even if the termination is in violation of an
obligation of the Company to the participant by contract or otherwise.

8.    EFFECT, DISCONTINUANCE, CANCELLATION. AMENDMENT AND TERMINATION

      Neither adoption of the Plan nor the grant of awards to a participant
shall affect the Company's right to make awards to such participant that are not
subject to the Plan, to issue to such
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participant Stock as a bonus or otherwise, or to adopt other plans or
arrangements under which Stock may be issued.

      The Board may at any time discontinue granting awards under the Plan. With
the consent of the participant, the Board may at any time cancel an existing
award in whole or in part and grant another award for such number of shares as
the Board specifies. The Board may at any time or times amend the Plan or any
outstanding award for the purpose of satisfying the requirements of the Code or
of any changes in applicable laws or regulations or for any other purpose that
may at the time be permitted by law, or may at any time terminate the Plan as to
further grants of awards, but no such amendment shall adversely affect the
rights of any participant (without the participant's consent) under any award
previously granted.

9.    GOVERNING LAW.

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