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                                                                   EXHIBIT 10.10


                             CROWN BOOKS CORPORATION

                              DIRECTOR OPTION PLAN


1.      PURPOSE

        The purpose of this plan (the "Plan") is to encourage ownership in Crown
Books Corporation (the "Company") by non-employee directors of the Company whose
continued services are considered important to the Company's future progress and
to provide them with a further incentive to remain as directors of the Company
and to recruit new directors for the Company.

2.      TYPE OF OPTIONS AND ADMINISTRATION

        (a)     Types of Options. Options granted pursuant to the Plan shall be
authorized by action of the Board (or the committee appointed by the Board in
accordance with Section 2(b) below) and are non-statutory options which are not
intended to meet the requirements of Section 422 of the Code ("Non-Qualified
Options").

        (b)     Administration. The Plan will be administered by the Board, or
by a committee (the "Committee") consisting of two or more directors appointed
by the Board, in each case whose construction and interpretation of the terms
and provisions of the Plan shall be final and conclusive and binding upon the
optionee and all other persons interested or claiming interests under the Plan.
Notwithstanding the foregoing, if the Company is or becomes a corporation
issuing any class of common equity securities required to be registered under
section 12 of the Securities Exchange Act of 1934 (a "Reporting Company"), to
the extent necessary to comply with Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or any successor rule
("Rule 16b-3"), any Committee appointed by the Board to administer the Plan
shall be comprised of two or more directors each of whom shall be a
"non-employee director," within the meaning of Rule 16b-3, and an "outside
director," within the meaning of Treasury Regulation Section 1.162-27(e)(3) (the
"Committee"), and the delegation of powers to the Committee shall be consistent
with applicable laws and regulations (including, without limitation, applicable
state law and Rule 16b-3). The Board or Committee may in its sole discretion
grant options to purchase shares of the Company's Common Stock, $.01 par value
per share ("Common Stock"), and issue shares upon exercise of such options as
provided in the Plan. The Board or Committee shall have authority, subject to
the express provisions of the Plan, to: construe the respective option
agreements and the Plan; to prescribe, amend and rescind rules and regulations
relating to the Plan; to determine the terms and provisions of the respective
option agreements, which need not be identical; and to make all other
determinations in the judgment of the Board or Committee necessary or desirable
for the administration of the Plan. The Board or Committee may correct any
defect or supply any omission or reconcile any inconsistency in the Plan or in
any option agreement in the manner and to the extent it shall deem expedient to
carry the Plan into effect and it shall be the sole and final judge of such
expediency. No director or person acting pursuant to authority delegated by the
Board shall be liable for any action or determination under the Plan made in
good faith.

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3.      ELIGIBILITY

        Options may be granted to persons who are, at the time of grant,
non-employee directors of the Company or any parent or subsidiary of the
Company, as respectively defined in Sections 424(e) and 424(f) of the Code (each
such parent and subsidiary of the Company hereinafter individually and
collectively called an "Affiliate"). A person who has been granted an option
may, if he or she is otherwise eligible, be granted additional options if the
Board or Committee shall so determine.

4.      STOCK SUBJECT TO PLAN

        The stock subject to options granted under the Plan shall be shares of
authorized but unissued or reacquired Common Stock. Subject to adjustment as
provided in Section 14 below, the maximum number of shares of Common Stock of
the Company which may be issued and sold under the Plan is 600,000 shares. If an
option granted under the Plan shall expire, terminate or is cancelled for any
reason without having been exercised in full, the unpurchased shares subject to
such option shall again be available for subsequent option grants under the
Plan.

5.      FORMS OF OPTION AGREEMENTS

        As a condition to the grant of an option under the Plan, each recipient
of an option shall execute an option agreement in such form not inconsistent
with the Plan and as may be approved by the Board or the Committee. The terms of
such option agreements may differ among recipients.

6.      PURCHASE PRICE

        (a)     General. The purchase price per share of Common Stock issuable
upon the exercise of an option shall be determined by the Board or the Committee
at the time of grant of such option, provided, however, that the exercise price
shall not be less than 100% of the Fair Market Value (as hereinafter defined) of
such Common Stock at the time of grant of such option. "Fair Market Value" of a
share of Common Stock of the Company as of a specified date for purposes of the
Plan shall mean the average trading price of a share of the Common Stock on the
principal securities exchange (including but not limited to The Nasdaq SmallCap
Market or The Nasdaq National Market) on which such shares are traded on the day
immediately preceding the date as of which Fair Market Value is being
determined, or on the next preceding date on which such shares are traded if no
shares were traded on such immediately preceding day, or if the shares are not
traded on a securities exchange, Fair Market Value shall be deemed to be the
average of the high bid and low asked prices of the shares in the
over-the-counter market on the day immediately preceding the date as of which
Fair Market Value is being determined or on the next preceding date on which
such high bid and low asked prices were recorded. If the shares are not publicly
traded, Fair Market Value of a share of Common Stock shall be determined in good
faith by the Board.

        (b)     Payment of Purchase Price. Options granted under the Plan may
provide for the payment of the exercise price by delivery of cash or a check to
the order of the Company in an amount equal to the exercise price of such
options, or by any other means (including, without


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limitation, cashless exercise) which the Board determines are consistent with
the purpose of the Plan and with applicable laws and regulations (including,
without limitation, the provisions of Rule 16b-3 if the Company is or becomes a
Reporting Company).

7.      EXERCISE OPTION PERIOD

        Subject to earlier termination as provided in the Plan, each option and
all rights thereunder shall expire on such date as determined by the Board or
the Committee and set forth in the applicable option agreement, provided, that
such date shall not be later than ten (10) years after the date on which the
option is granted.

8.      EXERCISE OF OPTIONS

        Each option granted under the Plan shall be exercisable either in full
or in installments at such time or times and during such period as shall be set
forth in the option agreement evidencing such option, subject to the provisions
of the Plan. Subject to the requirements in the immediately preceding sentence,
if an option is not at the time of grant immediately exercisable, the Board or
Committee may (i) in the agreement evidencing such option, provide for the
acceleration of the exercise date or dates of the subject option upon the
occurrence of specified events, and/or (ii) at any time prior to the complete
termination of an option, accelerate the exercise date or dates of such option.

9.      NONTRANSFERABILITY OF OPTIONS

        No option granted under this Plan shall be assignable or otherwise
transferable by the optionee, except by will or by the laws of descent and
distribution or to an immediate family member. An option may be exercised during
the lifetime of the optionee only by the optionee or a permitted transferee.

10.     EFFECT OF TERMINATION OF EMPLOYMENT OR OTHER RELATIONSHIP

        Except as may otherwise be expressly determined by the Board or
Committee at the date of grant of an option, and subject to the provisions of
the Plan, an optionee may exercise an option at any time within three (3) months
following the termination of the optionee's employment or other relationship
with the Company and its Affiliates or within one (1) year if such termination
was due to the death or disability (within the meaning of Section 22(e)(3) of
the Code or any successor provisions thereto) of the optionee (to the extent
such option is otherwise exercisable at the time of such termination) but in no
event later than the expiration date of the option. Notwithstanding the
foregoing and except as may otherwise be determined by the Board or Committee,
if the termination of the optionee's employment is for cause or is otherwise
attributable to a breach by the optionee of an employment or confidentiality or
non-disclosure agreement, the option shall expire immediately upon such
termination. The Board shall have the power to determine, in its sole
discretion, what constitutes a termination for cause or a breach of an
employment or confidentiality or non-disclosure agreement, whether an optionee
has been terminated for cause or has breached such an agreement, and the date
upon which such termination for cause or breach occurs. Any such determinations
shall be final and conclusive


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and binding upon the optionee and all other persons interested or claiming
interests under the Plan.

11.     ADDITIONAL PROVISIONS

        (a)     Additional Option Provisions. The Board or the Committee may, in
its sole discretion, include additional provisions in option agreements covering
options granted under the Plan, including without limitation, restrictions on
transfer, repurchase rights, rights of first refusal, commitments to pay cash
bonuses or to make, arrange for or guaranty loans or to transfer other property
to optionees upon exercise of options, or such other provisions as shall be
determined by the Board or the Committee, provided, that such additional
provisions shall not be inconsistent with the requirements of applicable law.

        (b)     Acceleration, Extension, Etc. The Board or the Committee may, in
its sole discretion (i) accelerate the date or dates on which all or any
particular option or options granted under the Plan may be exercised, or (ii)
extend the dates during which all, or any particular, option or options granted
under the Plan may be exercised, provided, however, that no such acceleration or
extension shall be permitted if it would cause the Plan or any option granted
under the Plan to fail to comply with Rule 16b-3 (if applicable to the Plan or
such option).

12.     GENERAL RESTRICTIONS

        (a)     Investment Representations. The Board or Committee may require
any person to whom an option is granted, as a condition of exercising such
option or award, to give written assurances in substance and form satisfactory
to the Board or Committee to the effect that such person is acquiring the Common
Stock subject to the option or award 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 Board or Committee deems necessary or
appropriate in order to comply with applicable federal and state securities
laws, or with covenants or representations made by the Company in connection
with any public offering of its Common Stock, including any "lock-up" or other
restriction on transferability.

        (b)     Compliance With Securities Law. Each option shall be subject to
the requirement that if, at any time, counsel to the Company shall determine
that the listing, registration or qualification of the shares subject to such
option or award upon any securities exchange or automated quotation system or
under any state or federal law, or the consent or approval of any governmental
or regulatory body, or that the disclosure of non-public information or the
satisfaction of any other condition, is necessary as a condition of, or in
connection with the issuance or purchase of shares thereunder, except to the
extent expressly permitted by the Board, such option or award 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 or the
Committee. Nothing herein shall be deemed to require the Company to apply for or
to obtain such listing, registration, qualification, consent or approval, or to
satisfy such condition. In addition, Common Stock issued upon the exercise of
options may bear such legends as the Company may deem advisable to reflect
restrictions which may be imposed by law, including, without limitation, the
Securities Act of 1933, as amended, any state "blue sky" or other applicable
federal or state securities law.

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13.     RIGHTS AS A STOCKHOLDER

        The holder of an option shall have no rights as a stockholder with
respect to any shares covered by the option (including, without limitation, any
right to vote or to receive dividends or non-cash distributions with respect to
such shares) until the effective date of exercise of such option and then only
to the extent of the shares of Common Stock so purchased. No adjustment shall be
made for dividends or other rights for which the record date is prior to the
date of exercise.

14.     ADJUSTMENT PROVISIONS FOR RECAPITALIZATIONS,
        REORGANIZATIONS AND RELATED TRANSACTIONS

        (a)     Recapitalizations and Related Transactions. If, through or as a
result of any recapitalization, reclassification, stock dividend, stock split,
reverse stock split or other similar transaction (i) the outstanding shares of
Common Stock are increased, decreased or 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 non-cash assets are distributed with respect to
such shares of Common Stock or other securities, an appropriate and
proportionate adjustment shall be made in (x) the maximum number and kind of
shares reserved for issuance under or otherwise referred to in 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. Notwithstanding the
foregoing, no adjustment shall be made pursuant to this Section 14 if such
adjustment would cause the Plan or any option granted under the Plan to fail to
comply with Rule 16b-3 (if applicable to the Plan or such option), or would be
considered as the adoption of a new plan requiring stockholder approval.

        (b)     Reorganization, Merger and Related Transactions. All outstanding
options under the Plan shall become fully exercisable following the occurrence
of any Trigger Event (as defined below), whether or not such options are then
exercisable under the provisions of the applicable agreements relating thereto.
For purposes of the Plan, a "Trigger Event" is any one of the following events:

                (i)     the date the Company acquires knowledge that any person
        or group deemed a person under Section 13(d)-3 of the Exchange Act
        (other than the Company, any Affiliate, any employee benefit plan of the
        Company or of any Affiliate or any entity holding shares of Common Stock
        or other securities of the Company for or pursuant to the terms of any
        such plan or any individual or entity or group or affiliate thereof
        which acquired its beneficial ownership interest prior to the date the
        Plan was adopted by the Board), in a transaction or series of
        transactions, has become the beneficial owner, directly or indirectly
        (with beneficial ownership determined as provided in Rule 13d-3, or any
        successor rule, under the Exchange Act), of securities of the Company
        entitling the person or group to 51% or more of all votes (without
        consideration of the rights of any class of stock to elect directors by
        a separate class vote) to which all stockholders of the Company would be
        entitled in the election of the Board were an election held on such
        date; provided, however, that the sale of voting securities by the
        Company, to a person or group, prior to such person or group acquiring
        such 51% of the voting securities, shall be

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        excluded from the operation of this Section 14(b)(i) with the advance
        approval of the Board of Directors; and, provided further that the
        beneficial ownership of 51% or more of the voting securities held by
        Royalty Books Associates, LLC, and its affiliates shall not be deemed to
        be a Trigger Event;

                (ii)    the date, during any period of two (2) consecutive
        years, when individuals who at the beginning of such period constitute
        the Board cease for any reason to constitute at least a majority
        thereof, unless the election, or the nomination for election by the
        stockholders of the Company, of each new director was approved by a vote
        of at least a majority of the directors then still in office who were
        directors at the beginning of such period; and

                (iii)   the date of approval by the stockholders of the Company
        of an agreement (a "reorganization agreement") providing for:

                        (A)     The merger or consolidation of the Company with
                another corporation (x) where the stockholders of the Company,
                immediately prior to the merger or consolidation, do not
                beneficially own, immediately after the merger or consolidation,
                shares of the corporation issuing cash or securities in the
                merger or consolidation entitling such stockholders to 50% or
                more of all votes (without consideration of the rights of any
                class of stock to elect directors by a separate class vote) to
                which all stockholders of such corporation would be entitled in
                the election of directors, or (y) where the members of the
                Board, immediately prior to the merger or consolidation, do not,
                immediately after the merger or consolidation, constitute a
                majority of the Board of Directors of the corporation issuing
                cash or securities in the merger or consolidation, or

                        (B)     The sale or other disposition of all or
                substantially all the assets of the Company.

        (c)     Board Authority to Make Adjustments. Any adjustments under this
Section 14 will be made by the Board or the Committee, whose determination as to
what adjustments, if any, will be made and the extent thereof will be final,
binding and conclusive. No fractional shares will be issued under the Plan on
account of any such adjustments.

15.     NO EMPLOYMENT RIGHTS

        Nothing contained in the Plan or in any option agreement shall confer
upon any optionee any right with respect to the continuation of his or her
employment or other relationship with the Company or any of its Affiliates or
interfere in any way with the right of the Company or any of its Affiliates at
any time to terminate such employment or relationship or to increase or decrease
the compensation of the optionee.

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16.     AMENDMENT, MODIFICATION OR TERMINATION OF THE PLAN

        (a)     The Board may at any time modify, amend or terminate the Plan,
provided that to the extent required by applicable law, any such modification,
amendment or termination shall be subject to the approval of the stockholders of
the Company.

        (b)     The modification, amendment or termination of the Plan shall
not, without the consent of an optionee, affect his or her rights under an
option previously granted to him or her. With the consent of the optionee
affected, the Board or the Committee may amend or modify outstanding option
agreements in a manner not inconsistent with the Plan. Notwithstanding the
foregoing, the Board shall have the right (but not the obligation), without the
consent of the optionee affected, to amend or modify the terms and provisions of
the Plan and the option agreements entered into in connection with any
outstanding options to the extent necessary to ensure the qualification of the
Plan and such options under Rule 16b-3 (if applicable to the Plan and such
options) if the Company is or becomes a Reporting Company.

17.     WITHHOLDING

        The Company shall have the right to deduct and withhold from payments or
distributions of any kind otherwise due to the optionee any federal, state or
local taxes of any kind required by law to be so deducted and withheld with
respect to any shares issued upon exercise of options under the Plan. Subject to
the prior approval of the Company, which may be withheld by the Company in its
sole discretion, the optionee may elect to satisfy such obligations, in whole or
in part by (i) causing the Company to withhold shares of Common Stock otherwise
issuable pursuant to the exercise of an option, (ii) delivering to the Company
shares of Common Stock already owned by the optionee, or (iii) delivering to the
Company cash or a check to the order of the Company in an amount equal to the
amount required to be so deducted and withheld. The shares delivered in
accordance with method (ii) above or withheld in accordance with method (i)
above shall have a Fair Market Value equal to such withholding obligation as of
the date that the amount of tax to be withheld is to be determined. An optionee
who has made (with the Company's approval) an election pursuant to method (i) or
(ii) of this Section 17 may only satisfy his or her withholding obligation with
shares of Common Stock which are not subject to any repurchase, forfeiture,
unfulfilled vesting or other similar requirements.

18.     CANCELLATION AND NEW GRANT OF OPTIONS, ETC.

        The Board or the Committee shall have the authority to effect, at any
time and from time to time, with the consent of the affected optionee(s) the (i)
cancellation of any or all outstanding options under the Plan and the grant in
substitution therefor of new options under the Plan (or any successor stock
option plan of the Company) covering the same or different numbers of shares of
Common Stock and having an option exercise price per share which may be lower or
higher than the exercise price per share of the cancelled options, or (ii)
amendment of the terms of the option agreements entered into in connection with
any and all outstanding options under the Plan to provide an option exercise
price per share which is higher or lower than the then-current exercise price
per share of such outstanding options.

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19.     EFFECTIVE DATE AND DURATION OF THE PLAN

        (a)     Effective Date. The Plan shall become effective when adopted by
the Board. Amendments to the Plan shall become effective as of the latest of (i)
the date of adoption by the Board, (ii) the date set forth in the amendments or
(iii) in the case of any amendment requiring stockholder approval, the date such
amendment is approved by the Company's stockholders. Subject to above
limitations, options may be granted under the Plan at any time after the
effective date of the Plan and before the date fixed for termination of the
Plan.

        (b)     Termination. Unless sooner terminated by the Board, the Plan
shall terminate upon the close of business on the day next preceding the tenth
anniversary of the date of its adoption by the Board. After termination of the
Plan, no further options may be granted under the Plan; provided, however, that
such termination will not affect any options granted prior to termination of the
Plan.

20.     GOVERNING LAW

        The provisions of this Plan shall be governed and construed in
accordance with the laws of the State of Delaware without regard to the
principles thereof relating to the conflicts of laws.



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