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                                                                    EXHIBIT 10.8


              CAMBRIDGE TECHNOLOGY PARTNERS (MASSACHUSETTS), INC.

                 1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN


     1.   Purpose.  This Non-Qualified Stock Option Plan, to be known as the
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1995 Non-Employee Director Stock Option Plan (hereinafter, this "Plan") is
intended to promote the interests of Cambridge Technology Partners
(Massachusetts), Inc. (hereinafter, the "Company") by providing an inducement to
obtain and retain the services of qualified persons who are not employees or
officers of the Company to serve as members of its Board of Directors (the
"Board").

     2.   Available Shares.  The total number of shares of Common Stock, par
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value $.01 per share, of the Company (the "Common Stock") for which options may
be granted under this Plan shall not exceed 50,000 shares, subject to adjustment
in accordance with paragraph 10 of this Plan.  Shares subject to this Plan are
authorized but unissued shares or shares that were once issued and subsequently
reacquired by the Company.  If any options granted under this Plan are
surrendered before exercise or lapse without exercise, in whole or in part, the
shares reserved therefor shall continue to be available under this Plan.

     3.   Administration.  This Plan shall be administered by the Board or by a
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committee appointed by the Board (the "Committee"). In the event the Board fails
to appoint or refrains from appointing a Committee, the Board shall have all
power and authority to administer this Plan. In such event, the word "Committee"
wherever used herein shall be deemed to mean the Board. The Committee shall,
subject to the provisions of the Plan, have the power to construe this Plan, to
determine all questions hereunder, and to adopt and amend such rules and
regulations for the administration of this Plan as it may deem desirable. No
member of the Board or the Committee shall be liable for any action or
determination made in good faith with respect to this Plan or any option granted
under it.

     4.   Automatic Grant of Options.  Subject to the availability of shares
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under this Plan, each person who is or becomes a member of the Board and who is
not an employee or officer of the Company or Safeguard Scientifics, Inc., or an
affiliate of Technology Leaders II L.P. or any related entity (a "Non-Employee
Director"), shall be automatically granted on the later of (i) the date such
person is first elected to the Board or (ii) March 22, 1995 (the "Approval
Date") (such later date being referred to herein as the "Grant Date"), without
further action by the Board, an option to purchase 10,000 shares of the Common
Stock. Options to be granted under this paragraph 4 shall be the only options
ever to be granted at any time to any person under this Plan.

     5.   Option Price.  The purchase price of the stock covered by an option
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granted pursuant to this Plan shall be 100% of the fair market value of such
shares on the 
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day the option is granted. The option price will be subject to adjustment in
accordance with the provisions of paragraph 10 of this Plan. For purposes of
this Plan, if, at the time an option is granted under the Plan, the Company's
Common Stock is publicly traded, "fair market value" shall be determined as of
the last business day for which the prices or quotes discussed in this sentence
are available prior to the date such option is granted and shall mean (i) the
average (on that date) of the high and low prices of the Common Stock 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 (on that date) of the Common Stock on The NasdaqStock
Market, if the Common Stock is not then traded on a national securities
exchange; or (iii) the closing bid price (or average of bid prices) last quoted
(on that date) by an established quotation service for over-the-counter
securities, if the Common Stock is not reported on The Nasdaq Stock Market.
However, if the Common Stock is not publicly traded at the time an option is
granted under the Plan, "fair market value" shall be deemed to be the fair value
of the Common Stock as determined by the Committee 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.

     6.   Period of Option.  Unless sooner terminated in accordance with the
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provisions of paragraph 8 of this Plan, an option granted hereunder shall expire
on the date which is ten (10) years after the date of grant of the option.

     7.   (a)  Vesting of Shares and Non-Transferability of Options.  Options
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granted under this Plan shall not be exercisable until they become vested.
Options granted under this Plan shall vest in the optionee and thus become
exercisable, in accordance with the following schedule, provided that the
optionee has continuously served as a member of the Board through such vesting
date:


      Cumulative             Percentage of Option          
     Percentage of             Shares for which            Time After
  Shares Exercisable      Option Will be Exercisable       Grant Date
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        25.000%                       25%               1 year
                                                           
        27.083%                      2.083%             13 months
                                                           
           *                         2.083%             Each additional month
                                                        thereafter up to and
                                                        including the 47th month
                                                           
       100.000%                      2.083              48th month
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     The number of shares as to which options may be exercised shall be
cumulative, so that once the option shall become exercisable as to any shares it
shall continue to be exercisable as to said shares, until expiration or
termination of the option as provided in this Plan.

          (b)  Non-transferability.  Any option granted pursuant to this Plan
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shall not be assignable or transferable other than by will or the laws of
descent and distribution or pursuant to a domestic relations order and shall be
exercisable during the optionee's lifetime only by him or her.

     8.   Termination of Option Rights.
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          (a)  Except as otherwise specified in the agreement relating to an
option, in the event an optionee ceases to be a member of the Board for any
reason other than death or permanent disability, any then unexercised portion of
options granted to such optionee shall, to the extent not then vested,
immediately terminate and become void; any portion of an option which is then
vested but has not been exercised at the time the optionee so ceases to be a
member of the Board may be exercised, to the extent it is then vested, by the
optionee within 90 days of the date the optionee ceased to be a member of the
Board; and all options shall terminate after such 90 days have expired.

          (b)  In the event that an optionee ceases to be a member of the Board
by reason of his or her death or permanent disability, any option granted to
such optionee shall be immediately and automatically accelerated and become
fully vested and all unexercised options shall be exercisable by the optionee
(or by the optionee's personal representative, heir or legatee, in the event of
death) until the scheduled expiration date of the option.

     9.   Exercise of Option.  Subject to the terms and conditions of this Plan
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and the option agreements, an option granted hereunder shall, to the extent then
exercisable, be exercisable in whole or in part by giving written notice to the
Company by mail or in person addressed to Cambridge Technology Partners
(Massachusetts), Inc. 304 Vassar Street, Cambridge, MA  02139, at its principal
executive offices, stating the number of shares with respect to which the option
is being exercised, accompanied by payment in full for such shares.  Payment may
be (a) in United States dollars in cash or by check, (b) in whole or in part in
shares of the Common Stock of the Company already owned by the person or persons
exercising the option or shares subject to the option being exercised (subject
to such restrictions and guidelines as the Board may adopt from time to time),
valued at fair market value determined in accordance with the provisions of
paragraph 5 or (c) consistent with applicable law, through the delivery of an
assignment to the Company of a sufficient amount of the proceeds from the sale
of the Common Stock acquired upon exercise of the option and an authorization to
the broker or selling agent to pay that amount to the Company, which sale shall
be at the participant's direction at the time of exercise.  There shall be no
such exercise at any one time as to fewer than one hundred (100) shares or all
of the remaining shares then purchasable by the person or 
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persons exercising the option, if fewer than one hundred (100) shares. The
Company's transfer agent shall, on behalf of the Company, prepare a certificate
or certificates representing such shares acquired pursuant to exercise of the
option, shall register the optionee as the owner of such shares on the books of
the Company and shall cause the fully executed certificate(s) representing such
shares to be delivered to the optionee as soon as practicable after payment of
the option price in full. The holder of an option shall not have any rights of a
stockholder with respect to the shares covered by the option, except to the
extent that one or more certificates for such shares shall be delivered to him
or her upon the due exercise of the option.

     10.  Adjustments Upon Changes in Capitalization and Other Events.  Upon the
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occurrence of any of the following events, an optionee's rights with respect to
options granted to him or her hereunder shall be adjusted as hereinafter
provided:

          (a) Stock Dividends and Stock Splits.  If the shares of Common Stock
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shall be subdivided or combined into a greater or smaller number of shares or if
the Company shall issue any shares of Common Stock as a stock dividend on its
outstanding Common Stock, the number of shares of Common Stock deliverable upon
the exercise of options shall be appropriately increased or decreased
proportionately, and appropriate adjustments shall be made in the purchase price
per share to reflect such subdivision, combination or stock dividend.

          (b) Recapitalization Adjustments.  If the Company is to be
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consolidated with or acquired by another entity in a merger, sale of all or
substantially all of the Company's assets or otherwise, each option granted
under this plan which is outstanding but unvested as of the effective date of
such event shall become exercisable in full 15 days prior to the effective date
of such event. In the event of a reorganization, recapitalization, merger,
consolidation, or any other change in the corporate structure or shares of the
Company, to the extent permitted by Rule 16b-3 under the Securities Exchange Act
of 1934, adjustments in the number and kind of shares authorized by this Plan
and in the number and kind of shares covered by, and in the option price of
outstanding options under this Plan necessary to maintain the proportionate
interest of the optionee and preserve, without exceeding, the value of such
option, shall be made. Notwithstanding the foregoing, no such adjustment shall
be made which would, within the meaning of any applicable provisions of the
Internal Revenue Code of 1986, as amended, constitute a modification, extension
or renewal of any Option or a grant of additional benefits to the holder of an
Option.

          (c) Issuances of Securities.  Except as expressly provided herein, no
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issuance 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
subject to options.  No adjustments shall be made for dividends paid in cash or
in property other than securities of the Company.
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          (d) Adjustments.  Upon the happening of any of the foregoing events,
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the class and aggregate number of shares set forth in paragraph 2 of this Plan
that are subject to options which previously have been or subsequently may be
granted under this Plan shall also be appropriately adjusted to reflect such
events.  The Board shall determine the specific adjustments to be made under
this paragraph 10 and its determination shall be conclusive.

     11.  Restrictions on Issuance of Shares.  Notwithstanding the provisions of
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paragraphs 4 and 9 of this Plan, the Company shall have no obligation to deliver
any certificate or certificates upon exercise of an option until one of the
following conditions shall be satisfied:

               (i)   The issuance of shares with respect to which the option has
been exercised is at the time of the issue of such shares effectively registered
under applicable Federal and state securities laws as now in force or hereafter
amended; or

               (ii)  Counsel for the Company shall have given an opinion that
the issuance of such shares is exempt from registration under Federal and state
securities laws as now in force or hereafter amended; and the Company has
complied with all applicable laws and regulations with respect thereto,
including without limitation all regulations required by any stock exchange upon
which the Company's outstanding Common Stock is then listed.

     12.  Legend on Certificates.  The certificates representing shares issued
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pursuant to the exercise of an option granted hereunder shall carry such
appropriate legend, and such written instructions shall be given to the
Company's transfer agent, as may be deemed necessary or advisable by counsel to
the Company in order to comply with the requirements of the Securities Act of
1933 or any state securities laws.

     13.  Representation of Optionee.  If requested by the Company, the optionee
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shall deliver to the Company written representations and warranties upon
exercise of the option that are necessary to show compliance with Federal and
state securities laws, including representations and warranties to the effect
that a purchase of shares under the option is made for investment and not with a
view to their distribution (as that term is used in the Securities Act of 1933).

     14.  Option Agreement.  Each option granted under the provisions of this
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Plan shall be evidenced by an option agreement, which agreement shall be duly
executed and delivered on behalf of the Company and by the optionee to whom such
option is granted.  The option agreement shall contain such terms, provisions
and conditions not inconsistent with this Plan as may be determined by the
officer executing it.

     15.  Termination and Amendment of Plan.  Options may no longer be granted
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under this Plan after March 20, 2005, and this Plan shall terminate when all
options granted or to be granted hereunder are no longer outstanding.  The Board
may at any time 
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terminate this Plan or make such modification or amendment thereof as it deems
advisable; provided, however, that the Board may not, without approval by the
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affirmative vote of the holders of a majority of the shares of Common Stock
present in person or by proxy and voting on such matter at a meeting, (a)
increase the maximum number of shares for which options may be granted under
this Plan (except by adjustment pursuant to Section 10), (b) materially modify
the requirements as to eligibility to participate in this Plan, (c) materially
increase benefits accruing to option holders under this Plan or (d) amend this
Plan in any manner which would cause Rule 16b-3 under the Securities Exchange
Act (or any successor or amended provision thereof) to become inapplicable to
this Plan; and provided further that the provisions of this Plan specified in
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Rule 16b-3(c)(2)(ii)(A) (or any successor or amended provision thereof) under
the Securities Exchange Act of 1934 (including without limitation, provisions as
to eligibility, amount, price and timing of awards) may not be amended more than
once every six months, other than to comport with changes in the Internal
Revenue Code, the Employee Retirement Income Security Act, or the rules
thereunder. Termination or any modification or amendment of this Plan shall not,
without consent of a participant, affect his or her rights under an option
previously granted to him or her.

     16.  Withholding of Income Taxes.  Upon the exercise of an option, the
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Company, in accordance with Section 3402(a) of the Internal Revenue Code, may
require the optionee to pay withholding taxes in respect of amounts considered
to be compensation includable in the optionee's gross income.

     17.  Compliance with Regulations.  It is the Company's intent that the Plan
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comply in all respects with Rule 16b-3 under the Securities Exchange Act of 1934
(or any successor or amended provision thereof) and any applicable Securities
and Exchange Commission interpretations thereof.  If any provision of this Plan
is deemed not to be in compliance with Rule 16b-3, the provision shall be null
and void.

     18.  Governing Law.  The validity and construction of this Plan and the
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instruments evidencing options shall be governed by the laws of the Commonwealth
of Massachusetts, without giving effect to the principles of conflicts of law
thereof.


Date Approved by Board of Directors of the Company:  March 21, 1995


Date Approved by Stockholders of the Company: May 17, 1995