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                                                                   EXHIBIT 10.10

                          RENAISSANCE WORLDWIDE, INC.

                         1998 Directors' Retainer Plan
                         -----------------------------


1.  Purpose.
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     The purpose of this 1998 Directors' Stock Option In Lieu of Retainer Plan
(the "Plan") of Renaissance Worldwide, Inc. (the "Company") is to promote the
recruiting and retention of highly qualified directors and to strengthen the
commonality of interest between directors and shareholders by providing for the
receipt by the directors of the Company of all or a portion of their directors
fees in the form of stock options.

2.  Administration.
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     The Plan will be administered by the Board of Directors of the Company (the
"Board"), whose construction and interpretation of the terms and provisions of
the Plan shall be final and conclusive.  The Board may delegate its power to
administer the Plan to a committee (the "Option Committee") consisting of not
less than two directors of the Company.  All questions of interpretation of the
Plan or of any options issued under it shall be determined by the Board, or any
Option Committee, and such determination shall be final and binding upon all
persons having an interest in the Plan.  No Board member or member of an Option
Committee shall be liable for any action or determination under the Plan made in
good faith.

3.  Participation in the Plan.
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     All directors of the Company who are not employees of the Company
("Eligible Directors") shall be eligible to be granted options under the Plan.

4.  Stock Subject to the Plan.
    ------------------------- 

          (a)  Shares available for issuance under the Plan shall be authorized
but unissued Common Stock, no par value per share, of the Company (the "Common
Stock") or, if the Board so decides in its sole discretion, previously issued
Common Stock acquired by the Company and held in its treasury.  No fractional
shares of stock shall be issued under the Plan.

          (b)  All options granted under the Plan shall be non-qualified stock
options which are not intended to meet the requirements of Section 422 of the
Internal Revenue Code of 1986, as amended or replaced from time to time (the
"Code").
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5.  Election of Options.
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          (a)  Each Eligible Director shall receive 50% of his or her Annual
Retainer (the "Fixed Portion") in the form of stock options as provided
hereunder.  "Annual Retainer" means the amount that a director is entitled to
receive for serving as a director from the date of one Annual Stockholders'
Meeting (an "Annual Meeting") through the next Annual Meeting (such a period
referred to herein as a "Plan Year"), as determined from time to time by the
Board of Directors.

          (b)  Commencing on the date of the Annual Meeting on May 28, 1998,
each Eligible Director may elect to take all or any portion of the balance of
his or her Annual Retainer (the "Elective Portion") in the form of stock options
as provided below.  In order to receive the Elective Portion in stock options
under the Plan, such director must complete and deliver to the Company a written
election form (the "Election Form") on which he or she designates the Elective
Portion.  The election shall be irrevocable unless modified or revoked as
provided in this subsection.  In order to modify or revoke an election, the
director must complete and deliver to the Company a change in Election Form at
least six months prior to the proposed effective date providing that the
modification or revocation shall be effective on the effective date.  The
Elective Portion for any Eligible Director who does not deliver an Election Form
to the Company shall be 0%.

6.  Terms, Conditions and Form of Options.
    ------------------------------------- 

     Each option granted under the Plan shall be evidenced by a written
agreement in such form as the Committee shall from time to time approve, which
agreements shall comply with and be subject to the following terms and
conditions:

          (a)  Option Grant Dates.  Options shall be granted to all Eligible
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Directors, subject to Section 13, as follows:  annually, effective as of the
first day of each Plan Year beginning on the date of the Annual Meeting on May
28, 1998, each Eligible Director shall receive options in respect of the Fixed
Portion and any Elective Portion.  Any Eligible Director who is first elected
other than at an Annual Meeting shall be entitled to receive options for the
Fixed Portion (appropriately prorated) and the grant date will be the date of
his/her election.

          (b)  Formula.  The number of shares underlying stock options granted
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to any Eligible Director shall be equal to the whole number (with any fractional
interests rounded up to the next highest whole number) obtained by dividing the
Fixed Portion and such director's Elective Portion by the fair value of an
option for one share of Common Stock on the terms set forth herein as determined
on the date of grant.  To determine the fair value, the Board shall apply a
generally accepted option pricing valuation methodology, such as the Black-
Scholes model, with such modifications as it may deem appropriate to reflect the
fair value of the option.

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          (c)  Option Exercise Price.  The option exercise price per share for
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each option granted under the Plan shall be 100% of the "Fair Market Value" on
the date of grant.  The "Fair Market Value" shall be (i) the average of the high
and low prices of the Common Stock on the Nasdaq National Market or such other
securities exchange or automated quotation system on which the Common Stock
shall be primarily traded on the day before the date of grant, or (ii) as
determined in good faith by the Committee.

          (d)  Exercise Period.  Each option may be exercised at any time and
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from time to time, in whole or in part, beginning on a date that is one year
following the date of grant until the tenth anniversary of the date of grant or
such earlier date as selected by the Board.  In the event an optionee ceases to
be a director of the Company for any reason other than death, permanent
disability, resignation or retirement, such optionee's option shall expire and
all rights to purchase shares pursuant thereto shall terminate immediately.  If
an optionee ceases to be a director of the Company by reason of death, permanent
disability, resignation or retirement, the optionee's options may thereafter be
exercised, to the extent exercisable at the date of termination, by the optionee
or the legal representative or legatee of the optionee if the optionee has died,
for a period of one year from the date of termination, or until the expiration
of the stated term of the option, if earlier.

          (e)  Exercise Procedure.  Options may be exercised only by written
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notice to the Company at its principal office accompanied by payment of the full
consideration for the shares as to which they are exercised.

          (f)  Payment of Purchase Price.  Payment of the exercise price shall
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be made by delivery of cash or a check to the order of the Company in an amount
equal to the exercise price or, if the Company's Common Stock is at the time
registered under Section 12 of the Securities Exchange Act, by the delivery of
shares of Common Stock having a fair market value equal to the exercise price or
by the delivery of an irrevocable undertaking by a broker to pay the exercise
price from the proceeds of the sale of the shares subject to the option being
exercised.

7.  Assignments.
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     Each option granted under the Plan by its terms shall not be transferable
by the optionee otherwise than by will or by the laws of descent and
distribution, or pursuant to a qualified domestic relations order (as defined in
Section 414(p) of the Code), except that an optionee may transfer such option to
a member of his/her immediate family or to a trust or other entity, the sole
beneficiaries of which are the optionee or members of his/her immediate family.
(For purposes of this Plan, "immediate family" shall be defined as determined by
the

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Board.) Any option granted under this Plan shall only be exercised during the
lifetime of the optionee by such optionee, by the transferee pursuant to a
qualified domestic relations order or by any person to whom the optionee is
permitted to transfer such option pursuant to this Section 7.


8.  Limitation of Rights.
    -------------------- 

          (a)  No Right to Continue as Director.  Neither the Plan, nor the
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granting of an option nor any other action taken pursuant to the Plan, shall
constitute or be evidence of any agreement or understanding, expressed or
implied, that the Company will retain a director for any period of time.

          (b)  No Shareholder Rights for Options.  An optionee shall have no
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rights as a shareholder with respect to the shares covered by his or her option
until the date of the issuance to him or her of a stock certificate therefor,
and no adjustment will be made for dividends or other rights for which the
record date is prior to the date such certificate is issued.

9.  Adjustment Provisions.
    --------------------- 

          (a)  Recapitalizations.  If, through or as a result of any merger,
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consolidation, sale of all or substantially all of the assets of the Company,
reorganization, recapitalization, reclassification, stock dividend, stock split,
reverse stock split or other similar transaction, (i) the outstanding shares of
Common Stock are increased or decreased or are exchanged for a different number
or kind of shares or other securities of the Company, or (ii) additional shares
or new or different shares or other securities of the Company or other non-cash
assets of the Company are distributed with respect to such shares of Common
Stock or other securities, an appropriate and proportionate adjustment may be
made in (x) the number and kind of shares reserved for issuance under the Plan,
(y) the number and kind of shares or other securities subject to any then
outstanding options under the Plan, and (z) the price for each share subject to
any then outstanding options under the Plan, without changing the aggregate
purchase price as to which such options remain exercisable.  In the event of any
other extraordinary dividend or distribution, whether in stock, cash or other
property, or a spinoff, split up or other extraordinary transaction, the number
of shares issuable under this Plan shall be subject to such adjustment as the
Committee or the Board may deem appropriate, and the number of shares issuable
pursuant to any option theretofore granted (whether or not then exercisable) and
the exercise price of such option shall be subject to such adjustment as the
Committee or the Board may deem appropriate with a view toward preserving the
value of such option.

     (b) Mergers, etc.  In the event of a consolidation or merger in which the
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Company is not the surviving corporation (other than a consolidation or merger
in which the holders of Common Stock of the Company acquire a majority of the
voting stock of the surviving

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corporation) or which results in the acquisition of substantially all the
Company's outstanding Common Stock by a single person or entity or by a group of
persons and/or entities acting in concert, or in the event of a sale or transfer
of substantially all of the Company's assets or a dissolution or liquidation of
the Company, all options hereunder will terminate; provided, that 20 days prior
to the effective date of any such merger, consolidation, sale, dissolution, or
liquidation, all options outstanding hereunder that are not otherwise
exercisable shall become immediately exercisable.

     Notwithstanding the foregoing, in the event that a transaction covered by
this Section 9(b) is a merger or consolidation intended to qualify as a pooling
of interests for accounting purposes, then the acquiring or surviving
corporation shall assume, or otherwise provide replacement options for, all
options outstanding under this Plan, with such adjustments to the number of
shares covered by such option and the exercise price thereof as may be necessary
to reflect the exchange ratio provided for in the merger or consolidation.  Such
substitute options shall otherwise be on terms and conditions substantially
equivalent to those set forth in this Plan, shall be immediately exercisable
and, except as to Eligible Directors who become directors of the acquiring or
surviving corporation, shall terminate on the 180th day following the
consummation of the merger or consolidation.  Options held by Eligible Directors
who become directors of the acquiring or surviving corporation shall be
governed, mutatis mutandis, by the provisions of this Plan and the agreement
evidencing the option surrendered in substitution.

10.  Amendment of the Plan.
     --------------------- 

     The Board may at any time amend or discontinue the Plan and the Committee
may at any time amend or cancel any outstanding option for the purpose of
satisfying changes in law or for any other lawful purpose, but no such action
shall adversely affect rights under any outstanding option without the holder's
consent.

11.  Notice.
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     Any written notice to the Company required by any of the provisions of the
Plan shall be addressed to the Chief Financial Officer of the Company and shall
become effective when it is received.

12.  Effective Date and Duration of the Plan.
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          (a)  Effective Date.  The Plan shall become effective upon approval by
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the shareholders of the Company.  Amendments to the Plan shall become effective
when adopted by the Board of Directors.

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          (b)  Termination.  Unless earlier terminated pursuant to Section 9,
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the Plan shall terminate upon the date on which all shares available for
issuance under the Plan shall have been issued pursuant to the exercise of
options granted under the Plan.

13.  General Restrictions.
     -------------------- 

          (a)  Investment Representations.  The Company may require any person
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to whom an option is granted, as a condition of exercising such option, to give
written assurances in substance and form satisfactory to the Company to the
effect that such person is acquiring the Common Stock subject to the option for
his or her 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 in order to comply with federal and
applicable state securities laws.

          (b)  Compliance with Securities Laws.  Each option shall be subject to
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the requirements that if, at any time, counsel to the Company shall determine
that the listing, registration or qualification of the shares subject to such
option upon any securities exchange or under any state or federal law is
necessary as a condition of, or in connection with, the issuance or purchase of
shares thereunder, such option may not be exercised, in whole or in part, unless
such listing, registration, qualification, consent or approval, or satisfaction
of such condition shall have been effected or obtained on conditions acceptable
to the Board of Directors.  Nothing herein shall be deemed to require the
Company to apply for or to obtain listing, registration or qualification, or to
satisfy such condition.

                              Adopted by the Board of Directors
                                on April 21, 1998

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