AZTEC TECHNOLOGY PARTNERS INC /DE/, S-1/A, 1998-06-09

AZTEC TECHNOLOGY PARTNERS INC /DE/
S-1/A, 1998-06-09
COMPUTER RENTAL & LEASING

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 9, 1998.

REGISTRATION NO. 333-47501
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
TO
FORM S-1

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REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AZTEC TECHNOLOGY PARTNERS, INC.
(Exact name of registrant as specified in its charter)
----------------------

<TABLE>
<S> <C> <C>
DELAWARE 7379 04-3408450
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>

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52 ROLAND STREET
BOSTON, MASSACHUSETTS 02129
(617) 623-3100
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

JAMES E. CLAYPOOLE
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
AZTEC TECHNOLOGY PARTNERS, INC.
52 ROLAND STREET
BOSTON, MASSACHUSETTS 02129
TELEPHONE NO. (617) 623-3100
FACSIMILE NO. (617) 623-5888
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------

<TABLE>
<CAPTION>
COPIES TO:
<S> <C>
GEORGE P. STAMAS, ESQ. LELAND E. HUTCHINSON, ESQ.
WILMER, CUTLER & PICKERING JOHN L. MACCARTHY, ESQ.
2445 M STREET, N.W. WINSTON & STRAWN
WASHINGTON, D.C. 20037 35 W. WACKER DRIVE
TELEPHONE NO. (202) 663-6000 CHICAGO, ILLINOIS 60601
FACSIMILE NO. (202) 663-6363 TELEPHONE NO. (312) 558-5600
FACSIMILE NO. (312) 558-5700
</TABLE>

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES TO THE
PUBLIC: As soon as possible after the effective date of this Registration
Statement.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), check the following box. / /

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the offering. / /

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED MAXIMUM
TITLE OF SECURITIES AGGREGATE AMOUNT OF
TO BE REGISTERED OFFERING PRICE (1) REGISTRATION FEE (2)
<S> <C> <C>
Common Stock, par value $0.001 per share............................................. $63,000,000 $18,585
</TABLE>

(1) Calculated pursuant to Rule 457(o) of the Securities Act.

(2) The Company has previously paid this registration fee to the Securities and
Exchange Commission.

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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

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<PAGE>

SUBJECT TO COMPLETION, DATED JUNE 9, 1998

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD PRIOR TO
THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL
THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
[LOGO]

4,200,000 SHARES

COMMON STOCK

All of the shares of Common Stock offered hereby are being sold by Aztec
Technology Partners, Inc. ("Aztec" or the "Company"). Prior to this Offering,
there has been no public market for the Common Stock of the Company. It is
currently estimated that the initial public offering price will be between
$12.00 and $14.00 per share. See "Underwriting" for information relating to the
method of determining the initial public offering price. The Company's Common
Stock has been approved for inclusion, subject to notice of issuance, on the
Nasdaq National Market under the symbol "AZTC".

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THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" COMMENCING ON PAGE 6.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS(1) COMPANY(2)
<S> <C> <C> <C>
Per Share.................................................. $ $ $
Total (3).................................................. $ $ $
</TABLE>

(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended (the "Securities Act"). See "Underwriting."

(2) Before deducting offering expenses payable by the Company, estimated at
$1,500,000.

(3) The Company has granted the Underwriters a 30-day option to purchase up to
an additional 630,000 shares of Common Stock solely to cover
over-allotments, if any. See "Underwriting." If such option is exercised in
full, the total Price to Public, Underwriting Discounts and Commissions and
Proceeds to Company will be $ , $ and $ , respectively.

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The Common Stock is offered by the Underwriters, as stated herein, subject
to receipt and acceptance by them and subject to their right to reject any order
in whole or in part. It is expected that delivery of such shares will be made
through the offices of BancAmerica Robertson Stephens, San Francisco,
California, on or about , 1998.
BANCAMERICA ROBERTSON STEPHENS
VOLPE BROWN WHELAN & COMPANY
FRIEDMAN, BILLINGS, RAMSEY & CO., INC.

The date of this Prospectus is , 1998.
<PAGE>
[Description of Inside Cover Art]

Picture of two women and one man conferring and looking at a report.

HEADING READS: AZTEC
CAPTION READS: CONSULTING AND ENGINEERING SERVICES

TEXT: THE SINGLE SOURCE FOR TECHNOLOGY SOLUTIONS.

Aztec is a single-source provider of a broad range of IT business solutions.
Aztec's operating companies offer complementary IT solutions, which allows Aztec
to be a "one-stop" IT solutions provider. Aztec's clients include middle market
and Fortune 1000 companies in a wide range of industries, including
communications, health care, financial services, government, manufacturing,
pharmaceuticals, professional services, and technology.

COVERING FOLD-OUT PAGE FOR PROSPECTUS

Description of photographs:

1 Caption: Software Development and Implementation Services

Three men and one woman conferring over a conference table.

2 Caption: Systems and Network Design and Implementation Services

Hand holding fibers that are lit at ends.

3 Caption: Telephony Design, Information Technology Support and
Operational Services.

Man talking on portable phone with laptop computer on his
knees.

TEXT: THE SINGLE SOURCE

Aztec Technology Partners provides a broad range of information technology
business solutions.
<PAGE>
NO DEALER, SALES REPRESENTATIVE OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THIS
OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY
SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES OR AN OFFER
TO, OR SOLICITATION OF, ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR
SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO
THE DATE HEREOF.

UNTIL JULY 4, 1998 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL DEALERS
EFFECTING TRANSACTIONS IN THE SHARES OF COMMON STOCK, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS DELIVERY REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER
A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.

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TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
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<S> <C>
Prospectus Summary......................................................................................... 3
Risk Factors............................................................................................... 6
The Spin-Offs From U.S. Office Products.................................................................... 14
Use of Proceeds............................................................................................ 19
Dividend Policy............................................................................................ 19
Capitalization............................................................................................. 20
Dilution................................................................................................... 21
Selected Financial Data.................................................................................... 22
Management's Discussion and Analysis of Financial Condition and Results of Operations...................... 24
Business................................................................................................... 31
Management................................................................................................. 40
Certain Transactions....................................................................................... 51
Principal Stockholders..................................................................................... 52
Description of Aztec Capital Stock......................................................................... 53
Shares Eligible for Future Sale............................................................................ 56
Underwriting............................................................................................... 57
Legal Matters.............................................................................................. 58
Experts.................................................................................................... 58
Additional Information..................................................................................... 59
Index to Unaudited Pro Forma Condensed Consolidated Financial Information, Financial Statements and
Consolidated Financial Statements......................................................................... F-1
</TABLE>

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The Company intends to furnish to its stockholders annual reports containing
audited consolidated financial statements examined by its independent public
accountants and quarterly reports containing unaudited consolidated financial
statements for each of the first three quarters of each fiscal year.

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK OF
THE COMPANY, INCLUDING STABILIZING BIDS, SYNDICATE COVERING TRANSACTIONS OR THE
IMPOSITION OF PENALTY BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE
"UNDERWRITING."

IN CONNECTION WITH THIS OFFERING, CERTAIN UNDERWRITERS (AND SELLING GROUP
MEMBERS) MAY ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS IN THE COMPANY'S
COMMON STOCK ON NASDAQ IN ACCORDANCE WITH RULE 103 OF REGULATION M. SEE
"UNDERWRITING."
<PAGE>
PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE DETAILED
INFORMATION, INCLUDING "RISK FACTORS" AND THE CONSOLIDATED FINANCIAL STATEMENTS
OF THE COMPANY AND NOTES THERETO, THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL INFORMATION OF THE COMPANY AND THE NOTES THERETO, AND THE FINANCIAL
STATEMENTS OF CERTAIN COMPANIES ACQUIRED BY THE COMPANY AND THE NOTES THERETO,
APPEARING ELSEWHERE IN THE PROSPECTUS. THIS PROSPECTUS CONTAINS FORWARD-LOOKING
STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. WHEN USED HEREIN, THE WORDS
"ANTICIPATE," "BELIEVE," "ESTIMATE," "EXPECT," AND SIMILAR EXPRESSIONS ARE
INTENDED TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. THE COMPANY'S ACTUAL
RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED HEREIN. FACTORS THAT COULD
CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, THOSE
DISCUSSED IN "RISK FACTORS," "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITIONS AND RESULTS OF OPERATIONS" AND "BUSINESS," AS WELL AS THOSE DISCUSSED
ELSEWHERE IN THIS PROSPECTUS.

UNLESS OTHERWISE INDICATED THE INFORMATION CONTAINED IN THIS PROSPECTUS
ASSUMES THAT THE UNDERWRITERS' OVER-ALLOTMENT OPTION WILL NOT BE EXERCISED.
UNLESS OTHERWISE INDICATED, ALL REFERENCES TO "COMMON STOCK OUTSTANDING AFTER
THE TECHNOLOGY DISTRIBUTION" ON A PRO FORMA BASIS SHALL MEAN 21,937,902 SHARES
OF COMMON STOCK. AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE
REQUIRES, THE TERMS "AZTEC" AND THE "COMPANY" REFER TO AZTEC TECHNOLOGY
PARTNERS, INC. AND INCLUDE ALL OF ITS SUBSIDIARIES AND THEIR RESPECTIVE
PREDECESSORS AND SUBSIDIARIES.

THE COMPANY

Aztec is a single-source provider of a broad range of information technology
("IT") business solutions. Aztec currently consists of ten companies who have
been in business for an average of over 15 years, with a history of superior
client service. These companies offer complementary IT solutions, which allow
Aztec to be a "one-stop" IT solutions provider in the Northeast region of the
United States, while providing personalized services to its clients on a
regional and local basis. Aztec's clients include middle market and Fortune 1000
companies in a wide range of industries (including communications, health care,
financial services, government, manufacturing, pharmaceuticals, professional
services, and technology). In 1997, Aztec, which employs over 1,000 people
(approximately 65% of whom are technical professionals), provided services to
over 2,000 customers. For the fiscal year ended April 26, 1997, Aztec had
revenues of $136.3 million and net income of $6.7 million. Over the same period
of time and taking into account all purchase acquisitions since May 1, 1996, pro
forma revenues would have been $228.9 million and pro forma net income would
have been $9.5 million.

Aztec was initially formed in October 1996 with the acquisition of Bay State
Computer Group ("Bay State") by U.S. Office Products Company ("U.S. Office
Products"). Since that time, under the leadership of Aztec's current Chairman
and Chief Executive Officer, James E. Claypoole, nine complementary regional IT
solutions companies have been acquired. These companies are: (i) Aztec
International ("Aztec International"); (ii) Compel Corporation ("Compel"); (iii)
Digital Network Associates, Inc. ("Digital Network Associates"); (iv) Entra
Computer Corp. ("Entra"); (v) Fortran Corp. ("Fortran"); (vi) Mahon
Communications Corporation ("Mahon"); (vii) Office Equipment Service, Inc.
("Office Equipment Service"); (viii) Professional Computer Solutions, Inc.
("Professional Computer Solutions"); and (ix) Professional Network Services,
Inc. ("Professional Network Services"). The Company intends to continue to
pursue growth through targeted strategic acquisitions.

Aztec's broad range of complementary IT business solutions includes: (i)
consulting and engineering services; (ii) systems and network design and
implementation services; (iii) software development and implementation services;
(iv) IT support and operational services; and (v) telephony design and
integration services. Aztec is currently providing this broad range of services
in the Northeast region of the United States, and certain of these services in
the other regions of the United States. Aztec intends to extend its
comprehensive services offerings to the other regions of the United States.
Aztec is dedicated to delivering IT services and support for all the major
technology needs of its clients, which include a variety of operating systems
(NT, Unix, VMS, Netware, SunOS, Digital Open VMS, and OS/2) on a variety of
hardware platforms (Intel, Sun, HP, and Digital). In addition, Aztec supports
its clients' hardware and software needs related to the World Wide Web and
high-end telephony services.

With the rapid evolution of technology, the market for IT solutions has
grown significantly. Based on industry sources that Aztec believes are reliable,
Aztec believes that the United States market for outsourced IT services is
expected to grow from $13 billion in 1996 to approximately $24 billion in 2001.

3
<PAGE>
Although companies recognize the importance of IT services to their business,
they are often unable to keep pace with the rate of technological change without
outsourcing their IT needs. This trend towards outsourcing has been compounded
by the scarcity of technical professionals in the United States, and has driven
the growth of the outsourced IT solutions industry.

Aztec's objective is to service its clients' strategic business needs by
becoming their sole IT solutions provider. Aztec intends to grow through a
combination of targeted strategic acquisitions and internal growth. Aztec's
acquisition strategy is to extend its range of services to the regions outside
of the Northeast by acquiring existing, profitable businesses, rather than
start-up operations. Aztec's internal growth strategies include (i) capitalizing
on existing cross-selling opportunities and (ii) expanding its IT solutions
offerings. Aztec plans to encourage and manage cross-selling through a
Company-developed proprietary software communication tool that will permit it to
review and manage sales leads generated at any level of Aztec's operations,
reinforced by compensation incentives.

THE TECHNOLOGY DISTRIBUTION

Prior to the completion of this Offering, shares of Aztec Common Stock are
being distributed to the stockholders of record as of 5:00 p.m. EDT on June 9,
1998 of U.S. Office Products (the "Technology Distribution"). U.S. Office
Products is spinning off Aztec as part of a comprehensive restructuring plan
adopted by the U.S. Office Products Board of Directors, including modifications
the Board of Directors has made since first adopting this plan (as so modified,
the "Strategic Restructuring Plan"). As part of the Strategic Restructuring
Plan, U.S. Office Products is spinning off the shares of Aztec and three other
companies (the "Spin-Off Companies") that will conduct U.S. Office Products'
current technology solutions, print management, educational supplies and
corporate travel services businesses. (The spin-offs are collectively referred
to as the "Distributions.") The effective time of the Distributions was 11:59
p.m. EDT on June 9, 1998 (the "Distribution Date"). See "The Spin-Offs From U.S.
Office Products."

THE OFFERING

<TABLE>
<S> <C>
Common Stock Offered by Aztec................... 4,200,000 shares(1)
Common Stock to be Outstanding after this
Offering and the Technology Distribution...... 26,137,902 shares(1)(2)
Use of Proceeds................................. To fund future acquisitions, to repay
$4.3 million of indebtedness to
BankBoston, N.A., and for general
corporate purposes. See "Use of
Proceeds."
Nasdaq National Market Symbol................... "AZTC"
</TABLE>

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(1) Excludes 630,000 shares of Common Stock subject to the Underwriters'
over-allotment option.

(2) Excludes shares of Common Stock reserved for issuance upon exercise of
options. See "Management--Replacement of Outstanding U.S. Office Products
Options" and "--1998 Stock Incentive Plan."

4
<PAGE>
SUMMARY FINANCIAL DATA (1)
(In thousands, except per share data)

<TABLE>
<CAPTION>
FISCAL YEAR ENDED
NINE MONTHS ENDED
APRIL 26, --------------------------
--------------------
FISCAL YEAR ENDED MARCH 31, PRO
------------------------------------------ FORMA JANUARY 25, JANUARY 24,
1993 1994 1995 1996 1997 1997 (2) 1997 1998
--------- --------- --------- --------- --------- --------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Revenues....................... $ 46,152 $ 58,979 $ 88,999 $ 114,055 $ 136,278 $ 228,912 $ 101,295 $ 142,512
Cost of revenues............... 34,121 43,630 65,858 84,113 102,129 169,150 76,049 107,895
--------- --------- --------- --------- --------- --------- ------------ ------------
Gross profit................... 12,031 15,349 23,141 29,942 34,149 59,762 25,246 34,617
Selling, general and
administrative expenses...... 10,139 11,218 14,942 20,510 21,525 39,134 15,637 22,951
Goodwill amortization expense.. 1,651 414
Non-recurring acquisition
costs........................ 2,274 2,274 1,906
--------- --------- --------- --------- --------- --------- ------------ ------------
Operating income............... 1,892 4,131 8,199 9,432 10,350 16,703 7,703 11,252
Interest expense............... 412 297 331 420 324 400 310 169
Interest income................ (75) (54) (118) (416) (168) (169) (167)
Other (income) expense......... (77) (75) (111) (964) (53) (579) 234 (14)
--------- --------- --------- --------- --------- --------- ------------ ------------
Income before provision for
income taxes................. 1,632 3,963 8,097 10,392 10,247 16,882 7,328 11,264
Provision for income taxes
(4).......................... 210 232 401 750 3,524 7,428 1,771 4,692
--------- --------- --------- --------- --------- --------- ------------ ------------
Net income..................... $ 1,422 $ 3,731 $ 7,696 $ 9,642 $ 6,723 $ 9,454 $ 5,557 $ 6,572
--------- --------- --------- --------- --------- --------- ------------ ------------
--------- --------- --------- --------- --------- --------- ------------ ------------
Per share amounts:
Basic........................ $ 0.16 $ 0.42 $ 0.84 $ 0.71 $ 0.37 $ 0.43 $ 0.32 $ 0.29
--------- --------- --------- --------- --------- --------- ------------ ------------
--------- --------- --------- --------- --------- --------- ------------ ------------
Diluted...................... $ 0.16 $ 0.42 $ 0.84 $ 0.71 $ 0.36 $ 0.43 $ 0.32 $ 0.28
--------- --------- --------- --------- --------- --------- ------------ ------------
--------- --------- --------- --------- --------- --------- ------------ ------------
Weighted average shares
outstanding:
Basic........................ 8,852 8,852 9,112 13,509 18,005 21,938(5) 17,196 22,952
Diluted...................... 8,852 8,852 9,141 13,675 18,352 21,938(5) 17,565 23,437

PRO PRO PRO FORMA
FORMA FORMA AS ADJUSTED
JANUARY 25, JANUARY 24, JANUARY 24,
1997 (2) 1998 (2) 1998(3)
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<S> <C> <C> <C>
STATEMENT OF INCOME DATA:
Revenues....................... $ 172,518 $ 191,074 $ 191,074
Cost of revenues............... 127,875 141,631 141,631
------------ ------------ ------------
Gross profit................... 44,643 49,443 49,443
Selling, general and
administrative expenses...... 28,876 31,235 31,235
Goodwill amortization expense.. 1,239 1,239 1,239
Non-recurring acquisition
costs........................ 1,906
------------ ------------ ------------
Operating income............... 12,622 16,969 16,969
Interest expense............... 300 300 41
Interest income................
Other (income) expense......... (232) (252) (252)
------------ ------------ ------------
Income before provision for
income taxes................. 12,554 16,921 17,180
Provision for income taxes
(4).......................... 5,524 7,445 7,559
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Net income..................... $ 7,030 $ 9,476 $ 9,621
------------ ------------ ------------
------------ ------------ ------------
Per share amounts:
Basic........................ $ 0.32 $ 0.43 $ 0.43
------------ ------------ ------------
------------ ------------ ------------
Diluted...................... $ 0.32 $ 0.43 $ 0.43
------------ ------------ ------------
------------ ------------ ------------
Weighted average shares
outstanding:
Basic........................ 21,938(5) 21,938(5) 22,305(6)
Diluted...................... 21,938(5) 21,938(5) 22,305(6)
</TABLE>

<TABLE>
<CAPTION>
JANUARY
24, 1998
MARCH 31, ---------
--------------------------------- APRIL 30, APRIL 26,
1993 1994 1995 1996 1997 ACTUAL
--------- ----------- --------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital............................................. $ 4,253 $ 5,623 $ 10,669 $ 8,664 $ 13,268 $ 31,848
Total assets................................................ 14,890 16,423 28,106 33,945 37,311 142,347
Long-term debt, less current portion........................ 461 461 1,524 799 167 386
Long-term payable to U.S. Office Products................... 4,786 9,957
Stockholder's equity........................................ 5,382 6,745 11,062 10,497 11,626 90,119

PRO FORMA
PRO FORMA (7) AS ADJUSTED (7)
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<S> <C> <C>
BALANCE SHEET DATA:
Working capital............................................. $ 23,869 $ 68,837
Total assets................................................ 134,368 179,336
Long-term debt, less current portion........................ 4,696 386
Long-term payable to U.S. Office Products...................
Stockholder's equity........................................ 87,787 137,065
</TABLE>

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(1) The historical financial information of the businesses that were acquired in
business combinations accounted for under the pooling-of-interests method
(the "Pooled Companies") have been combined on a historical cost basis in
accordance with generally accepted accounting principles ("GAAP") to present
this financial data as if the Pooled Companies had always been members of
the same operating group. The financial information of the businesses
acquired in the business combinations accounted for under the purchase
method (the "Purchased Companies") is included from the dates of their
respective acquisitions. The pro forma financial data reflect acquisitions
completed by Aztec through May 1, 1998. See Note 4 of the Company's Notes to
Consolidated Financial Statements for a description of the number and
accounting treatment of the acquisitions by the Company.
(2) Gives effect to the Technology Distribution and the purchase acquisitions
completed by Aztec since May 1, 1996 as if all such transactions had been
consummated on May 1, 1996. The pro forma statement of income data are not
necessarily indicative of the operating results that would have been
achieved had these events actually then occurred and should not be construed
as representative of future operating results.

(3) Adjusted to give effect to the sale by the Company of 4,200,000 shares of
Common Stock offered hereby (assuming an initial public offering price of
$13.00 per share, which is equal to the midpoint of the range set forth in
the preliminary prospectus dated May 18, 1998) after deducting underwriting
discounts and estimated offering expenses payable to Aztec and the use of
estimated net proceeds therefrom. Aztec expects that the initial public
offering price in the Offering will be determined after the close of markets
on the date of this Information Statement/Prospectus. There can be no
assurance that the initial public offering price will be set at that time,
that the price will be within the range set forth in the preliminary
prospectus, or that the Offering will be completed. Information regarding
the initial public offering price, and "as adjusted" pro forma financial
statements based on that price, will be set forth in the final prospectus
related to the Offering, which will be publicly available within two
business days after the price is determined. See "Additional Information."

(4) Certain Pooled Companies were organized as subchapter S corporations prior
to the closing of their acquisitions by the Company and, as a result, the
federal tax on their income was the responsibility of their individual
stockholders. Accordingly, the specific Pooled Companies provided no federal
income tax expense prior to these acquisitions by the Company.
(5) For calculation of the pro forma weighted average shares outstanding for the
fiscal year ended April 26, 1997 and for the nine months ended January 24,
1998 and January 25, 1997, see Note 2(i) of Notes to Pro Forma Combined
Financial Statements included herein.
(6) For calculation of the pro forma as adjusted weighted average shares
outstanding for the nine months ended January 24, 1998. See Note 2(k) of
Notes to Pro Forma Combined Financial Statements included herein.
(7) Gives effect to the Technology Distribution as if it had been made on
January 24, 1998. The pro forma balance sheet data are not necessarily
indicative of the financial position that would have been achieved had the
Technology Distribution actually then occurred and should not be construed
as representative of future financial position.

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RISK FACTORS

In addition to the other information in this Prospectus, the following
factors should be considered carefully in evaluating the Company and its
business before purchasing shares of the Common Stock offered hereby.

POTENTIAL VOLATILITY OF STOCK PRICE, RISKS ASSOCIATED WITH SHARES ELIGIBLE FOR
IMMEDIATE SALE

As a result of the Technology Distribution, stockholders of U.S. Office
Products are acquiring 21,937,902 shares of Aztec Common Stock that are freely
tradeable at the time of this Offering without restrictions or further
registration under the Securities Act of 1933, as amended (the "Securities
Act"), except that any shares held by "affiliates" of Aztec within the meaning
of the Securities Act will be subject to the resale limitations of Rule 144
promulgated under the Securities Act ("Rule 144"). Because the Technology
Distribution is being made to existing shareholders of U.S. Office Products, who
have not made an affirmative decision to invest in Aztec Common Stock, there can
be no assurance that some or all of those shareholders will not sell the shares
of Aztec Common Stock into the market shortly after the Technology Distribution.
In addition, U.S. Office Products is included in certain broad-based indices
tracked by a number of investment companies and other institutional investors,
and such investors can be expected to sell the shares of Aztec Common Stock they
receive in the Technology Distribution shortly thereafter. Until Aztec Common
Stock issued in the Technology Distribution is fully distributed, the price at
which such stock trades may fluctuate significantly and may be higher or lower
than the price that would be expected on a fully distributed issue.

In addition, upon completion of this Offering and the Technology
Distribution, Aztec will have outstanding (i) 26,137,902 shares of Aztec Common
Stock and (ii) immediately exerciseable options to acquire shares of Aztec
Common Stock (determined at the time of the Technology Distribution). Certain
executive officers and directors of Aztec who hold shares of Aztec Common Stock
have agreed not to sell, offer, make any short sale or otherwise dispose of or
enter into any contract, arrangement or other commitment to sell or otherwise
dispose of any Aztec Common Stock without the prior written consent of
BancAmerica Robertson Stephens for a period of 180 days from the date of this
Prospectus (the "Lock-Up Agreements"). All the remaining shares will be freely
tradeable immediately upon completion of the Offering or, in the case of
options, upon vesting and exercise, except that shares held or acquired by
affiliates of Aztec will be subject to the resale limitations of Rule 144.
Following this Offering and the Technology Distribution, in view of the large
number of shares freely tradeable and available for immediate sale, the market
for Aztec Common Stock could be highly volatile and could adversely affect the
trading price of the Common Stock.

ABSENCE OF HISTORY AS A STAND-ALONE COMPANY

Aztec is the product of the consolidation by U.S. Office Products of ten
regional IT solutions companies. Aztec has not heretofore operated as an
independent entity. The operations of Aztec as a stand-alone, consolidated
entity may place significant demands on Aztec's management, operational, and
technical resources. Prior to the Technology Distribution, certain
administrative functions relating to Aztec's business (including some legal and
accounting services) were handled by U.S. Office Products. Aztec's future
performance will depend on its ability to function as a stand-alone entity and
on its ability to finance and manage expanding operations and to adapt its
information systems to changes in its business. Aztec's expenses may be higher
than when it was a part of U.S. Office Products. Furthermore, the financial
information included herein may not necessarily reflect what the operating
results and financial condition would have been had Aztec been a separate,
stand-alone entity during the periods presented or be indicative of the future
operating results and financial condition of Aztec.

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ATTRACTION AND RETENTION OF EMPLOYEES

Aztec's business involves the delivery of professional services and is labor
intensive. Aztec's success depends in large part on its ability to attract,
develop, motivate, and retain technical professionals. Approximately 65% of
Aztec's employees are technical professionals. Qualified technical professionals
are in great demand and are likely to remain a limited resource for the
foreseeable future. There can be no assurance that Aztec will be able to attract
and retain sufficient numbers of technical professionals in the future. Aztec
has historically experienced turnover rates which it believes are consistent
with industry norms. It is possible that the spin-off of Aztec from U.S. Office
Products could cause more employees to leave Aztec. An increase in turnover
rates could have a material adverse effect on Aztec's business, including its
ability to secure and complete engagements and obtain new business, which could
have a material adverse effect on Aztec's operating results and financial
condition.

DEPENDENCE UPON ACQUISITIONS FOR FUTURE GROWTH

One of Aztec's strategies is to expand its revenues and the markets it
serves through the acquisition of additional businesses. As with all companies
using an acquisition strategy to expand revenues, there can be no assurance that
suitable candidates can be identified, or, if suitable acquisition candidates
are identified, that such acquisitions can be completed on acceptable terms. The
pace of Aztec's acquisition program may be adversely affected by these and other
market factors, and may also be affected by the absence of U.S. Office Products'
legal and accounting support for the acquisitions. In addition, Aztec intends to
use Aztec Common Stock to pay for certain of its acquisitions. If the owners of
potential acquisition candidates are not willing to receive shares of Aztec
Common Stock in exchange for their businesses, Aztec's acquisition program could
be adversely affected. Further, Aztec is subject to limitations on the number of
shares it can issue without jeopardizing the tax-free treatment of the
Technology Distribution. See "Possible Limitations on Issuances of Common
Stock," "Material Amount of Goodwill," and "Inability to Use Pooling-of-
Interests Accounting."

RISKS RELATED TO INTEGRATION OF ACQUISITIONS

Integration of acquisitions may involve a number of special risks that could
have a material adverse effect on Aztec's operating results and financial
condition, including: adverse short-term effects on its reported operating
results (including restructuring charges associated with the acquisitions and
other expenses associated with a change of control, non-recurring acquisition
costs including accounting and legal fees, investment banking fees, amortization
of acquired intangible assets, recognition of transaction-related obligations,
and various other acquisition-related costs); diversion of management's
attention; difficulties with retention, hiring and training of key personnel;
and risks associated with unanticipated problems or legal liabilities. Although
Aztec will conduct due diligence and generally require representations,
warranties and indemnifications from the former owners of acquired companies,
there can be no assurance that such owners will have accurately represented the
financial and operating conditions of their companies. If an acquired company's
financial or operating results were misrepresented, or the acquired company
otherwise fails to perform as anticipated, the acquisition could have a material
adverse effect on the operating results and financial condition of Aztec.

RISKS RELATED TO ACQUISITION FINANCING; ADDITIONAL DILUTION

Aztec currently intends to finance its future acquisitions by using shares
of Aztec Common Stock, cash, borrowed funds, or a combination thereof. If Aztec
Common Stock does not maintain a sufficient market value, if the price of Aztec
Common Stock is highly volatile, or if potential acquisition candidates are
otherwise unwilling to accept Aztec Common Stock as part of the consideration
for the sale of their businesses, Aztec may be required to use more of its cash
resources or more borrowed funds in order to initiate and maintain its
acquisition program. If Aztec does not have sufficient cash resources, its
growth could be limited unless it is able to obtain additional capital through
debt or equity offerings. Prior to the

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Technology Distribution, Aztec was not responsible for obtaining external
sources of funding. Aztec has entered into a commitment letter with BankBoston,
N.A. regarding a $200.0 million credit facility for a term of five years, which
is expected to be made available in August 1998 and which is expected to be used
for working capital and acquisition purposes (the "Proposed Credit Facility").
The commitment is conditioned on, among other things, the absence of material
adverse changes to Aztec's business, and the Proposed Credit Facility itself
will be conditioned on, among other things, the satisfactory completion of due
diligence, Aztec having a satisfactory capital and corporate structure, and the
negotiation, execution, and delivery of satisfactory documentation. There can be
no assurance that Aztec will be able to satisfy the conditions to the funding of
the Proposed Credit Facility or obtain other financing if and when it is needed
or that any such other financing will be available on terms it deems acceptable.
If Aztec does not have sufficient cash resources, its growth could be limited
unless it is able to obtain additional capital through debt or equity offerings.

Upon completion of the Technology Distribution, Aztec will have 150 million
authorized shares of Aztec Common Stock, a portion of which could be available
(subject to the rules and regulations of Federal and state securities laws,
applicable limits under U.S. Federal income tax laws and rules, and rules of the
Nasdaq Stock Market) to finance acquisitions without obtaining stockholder
approval for such issuance. The issuance of additional shares of Aztec Common
Stock may have a negative impact on earnings per share and may negatively impact
the market price of Aztec Common Stock.

RELIANCE ON KEY PERSONNEL

Aztec's operations depend on the continued efforts of James E. Claypoole,
its Chairman and Chief Executive Officer, Ira Cohen, its Chief Operating
Officer, Douglas R. Johnson, its Executive Vice President and Chief Financial
Officer, its operating company presidents, and the senior management of certain
of its operating companies. Furthermore, Aztec's operations will likely depend
on the senior management of certain of the companies that it may acquire in the
future. If any of these people becomes unable to continue in his or her present
role, or if Aztec is unable to attract and retain other skilled professionals,
its business could be adversely affected. Aztec does not currently maintain key
man life insurance policies for any of its officers or other personnel. Aztec
intends to enter into employment agreements with its Chairman and Chief
Executive Officer, its Executive Vice President and Chief Financial Officer, its
Chief Operating Officer, and its operating company presidents. Such agreements
will be generally terminable without cause on 30 days' notice by either Aztec or
the employee. In addition, Jonathan J. Ledecky will serve as a director and
employee of Aztec and is expected to provide services to Aztec after the
Technology Distribution pursuant to an employment agreement expected to be
entered into between Mr. Ledecky and Aztec. U.S. Office Products is permitted to
(and will) assign to Aztec certain rights of, and obligations under, U.S. Office
Products' services agreement, as amended, with Mr. Ledecky dated January 13,
1998 (the "Ledecky Services Agreement") following the Technology Distribution.
See "Management--Ledecky Services Agreement." Mr. Ledecky will also serve as a
director and employee of each of the other Spin-Off Companies, and is a director
or an officer of two other public companies. Mr. Ledecky may be unable to devote
substantial time to the activities of Aztec.

VARIABILITY OF QUARTERLY OPERATING RESULTS

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high percentage of the Company's expenses are relatively fixed at the beginning
of any period and the Company's general policy is to not adjust its staffing
levels based upon what it views as short-term circumstances, a variation in the
timing of the initiation or the completion of client assignments, particularly
at or near the end of any quarter, can cause significant variations in operating
results from quarter to quarter and could result in losses for any particular
period. In addition, many of the Company's engagements are, and may be in the
future, terminable by its clients without penalty. A termination of a major
project could require the Company to maintain under-utilized employees,
resulting in a higher than expected percentage of unassigned professionals, or
to terminate the employment of excess personnel. Due to all of the foregoing
factors, there can be no assurance that the Company's results of operations will
not be below the expectations of investors for any given fiscal period. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

ABSENCE OF PUBLIC MARKET

Prior to the Technology Distribution and this Offering, there will be no
public market for the Common Stock, and there can be no assurance that an active
public market will develop for the Common Stock, or that the Common Stock will
trade in the public market subsequent to the Offering at or above the initial
public offering price. The initial public offering price of the Common Stock
offered hereby will be determined through negotiations among the Company and the
Underwriters and may not be indicative of the market price for the Common Stock
after this Offering. See "Underwriting." The trading price of the Common Stock
could be subject to wide fluctuations in response to variations in the Company's
quarterly operating results, changes in earnings estimates by analysts,
conditions in the Company's businesses, general market or economic conditions or
other factors. In addition, in recent years the stock market has experienced
extreme price and volume fluctuations. These fluctuations have had a substantial
effect on the market prices for many emerging growth companies, often unrelated
to the operating performance of the specific companies. Such market fluctuations
could have a material adverse effect on the market price of the Common Stock.
See "Potential Volatility of Stock Price, Risks Associated With Shares Eligible
for Immediate Sale."

RAPID TECHNOLOGICAL CHANGE

As with all IT solutions companies, Aztec's success will depend in part on
its ability to develop IT solutions that keep pace with continuing changes in
IT, evolving industry standards, and changing client preferences. There can be
no assurance that Aztec will be successful in adequately addressing these
developments on a timely basis or that, if these developments are addressed,
Aztec will be successful in the marketplace. In addition, there can be no
assurance that products or technologies developed by others will not render
Aztec's services uncompetitive or obsolete. Aztec's failure to address these
developments could have a material adverse effect on Aztec's operating results
and financial condition.

COMPETITION

The IT solutions market includes a large number of participants, is subject
to rapid changes, and is highly competitive. The Company competes with, and
faces potential competition for client assignments and experienced personnel
from, a number of companies that have significantly greater financial, technical
and marketing resources, generate greater revenues, and have greater name
recognition than does the Company. The Company believes that the principal
competitive factors in the segment of the industry in which the Company competes
include scope of services, service delivery approach, technical and industry
expertise, perceived value, objectivity and results orientation. The Company
believes that its ability to compete also depends in part on a number of
competitive factors outside of its control, including the ability of its
competitors to hire, retain and motivate senior managers, the price at which
others offer comparable services and the extent of its competitors'
responsiveness to customer needs. There can be no

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assurance that the Company will be able to compete successfully with its
competitors in the future. See "Business--Competition."

POTENTIAL LIABILITY FOR TAXES RELATED TO THE DISTRIBUTIONS

In connection with the Technology Distribution, Aztec is entering into a tax
allocation agreement with U.S. Office Products and the other Spin-Off Companies
(the "Tax Allocation Agreement"), which provides that Aztec and the other
Spin-Off Companies will jointly and severally indemnify U.S. Office Products for
any losses associated with taxes related to the Distributions ("Distribution
Taxes") if an action or omission (an "Adverse Tax Act") of any of the Spin-Off
Companies materially contributes to a final determination that any or all of the
Distributions are taxable. Aztec is also entering into a tax indemnification
agreement (the "Tax Indemnification Agreement") with the other Spin-Off
Companies under which the Spin-Off Company that is responsible for the Adverse
Tax Act will indemnify the other Spin-Off Companies for any liability to
indemnify U.S. Office Products under the Tax Allocation Agreement. As a
consequence, Aztec will be liable for any Distribution Taxes resulting from any
Adverse Tax Act by Aztec and liable (subject to indemnification by the other
Spin-Off Companies) for any Distribution Taxes resulting from an Adverse Tax Act
by the other Spin-Off Companies. If there is a final determination that any or
all of the Distributions are taxable and it is determined that there has not
been an Adverse Tax Act by either U.S. Office Products or any of the Spin-Off
Companies, U.S. Office Products and each of the Spin-Off Companies will be
liable for its pro rata portion of the Distribution Taxes based on the value of
each company's common stock after the Distributions. As a result, Aztec could
become liable for a pro rata portion of any Distribution Taxes with respect to
not only the Technology Distribution but also any of the other Distributions.
See "The Spin-Offs From U.S. Office Products--Tax Allocation Agreement and Tax
Indemnification Agreement" and "The Spin-Offs from U.S. Office Products--U.S.
Federal Income Tax Consequences of the Distributions" for a detailed discussion
of the Tax Allocation Agreement and Tax Indemnification Agreement and the U.S.
federal income tax consequences of the Distributions.

RISKS RELATED TO ALLOCATION FOR CERTAIN LIABILITIES

Under the Distribution Agreement, Aztec will be liable for (i) any
liabilities arising out of or in connection with the business conducted by it or
its subsidiaries, (ii) its liabilities under the Employee Benefits Agreement,
Tax Allocation Agreement and related agreements described under "The Spin-Offs
From U.S. Office Products", (iii) U.S. Office Products debt that has been
allocated to Aztec (see "The Spin-Offs From U.S. Office Products--Distribution
Agreement--Debt"), (iv) liabilities under the securities laws relating to this
Prospectus and portions of the Information Statement/Prospectus distributed in
connection with the Technology Distribution, as well as other securities law
liabilities related to the Aztec business that arise from information supplied
to U.S. Office Products (or that should have been supplied, but was not) by
Aztec, (v) U.S. Office Products' liabilities for earn-outs from acquisitions in
respect of Aztec and its subsidiaries, (vi) Aztec's costs and expenses related
to this Offering and its bank credit facility, and (vii) $1.0 million of the
transaction costs (including legal, accounting, investment banking and financial
advisory) and other fees incurred by U.S. Office Products in connection with its
Strategic Restructuring Plan. Each of the other Spin-Off Companies will be
similarly obligated to U.S. Office Products. Aztec and the other Spin-Off
Companies have also agreed to bear a pro rata portion of (i) U.S. Office
Products' liabilities under the securities laws (other than claims relating
solely to a specific Spin-Off Company or relating specifically to the continuing
businesses of U.S. Office Products) and (ii) U.S. Office Products' general
corporate liabilities (other than debt, except for that specifically allocated
to the Spin-Off Companies) incurred prior to the Distributions (i.e.,
liabilities not related to the conduct of a particular distributed or retained
subsidiary's business) (the "Shared Liabilities"). If one of the other Spin-Off
Companies defaults on an obligation owed to U.S. Office Products, the other
non-defaulting Spin-Off Companies will be obligated on a pro rata basis to pay
such obligation ("Default Liability"). As a result of the Shared Liabilities and
Default Liability, Aztec could be obligated to U.S. Office Products in respect
of obligations and liabilities not related to its business or operations and
over which neither it nor its

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management has or has had any control or responsibility. The aggregate of the
Shared Liabilities and Default Liability for which any Spin-Off Company may be
liable is, however, limited to $1.75 million. See "--Potential Liability for
Taxes Related to the Distributions" and "The Spin-Offs From U.S. Office
Products." The Company's pro rata share of Shared Liabilities and Default
Liability is described in the Section captioned "The Spin-Offs from U.S. Office
Products--The Distribution Agreement--Liabilities."

POSSIBLE LIMITATIONS ON ISSUANCES OF COMMON STOCK

Section 355(e) of the Internal Revenue Code of 1986, as amended (the
"Code"), which was added in 1997, generally provides that a company that
distributes shares of a subsidiary in a spin-off that is otherwise tax-free will
incur U.S. federal income tax liability if 50% or more, by vote or value, of the
capital stock of either the company making the distribution or the spun-off
subsidiary is acquired by one or more persons acting pursuant to a plan or
series of related transactions that includes the spin-off. Stock acquired by
certain related persons is aggregated in determining whether the 50% test is
met. There is a presumption that any acquisition occurring two years before or
after the spin-off is pursuant to a plan that includes the spin-off. However,
the presumption may be rebutted by establishing that the spin-off and such
acquisition are not part of a plan or series of related transactions. As a
result of the provisions of Section 355(e), there can be no assurance that
issuances of stock by Aztec, including issuances in connection with an
acquisition of another business by Aztec, will not create a tax liability for
U.S. Office Products.

Aztec is entering into the Tax Allocation Agreement and the Tax
Indemnification Agreement pursuant to which Aztec will be liable to U.S. Office
Products and the other Spin-Off Companies if its actions or omissions materially
contribute to a final determination that the Technology Distribution is taxable.
See "The Spin-Offs From U.S. Office Products--Tax Allocation Agreement and Tax
Indemnification Agreement."

This limitation could adversely affect the pace of Aztec's acquisitions and
its ability to issue Aztec Common Stock for other purposes, including equity
offerings.

MATERIAL AMOUNT OF GOODWILL

On a pro forma basis as of January 24, 1998, approximately $63.9 million, or
47.5% of Aztec's pro forma total assets and 72.8% of Aztec's stockholders'
equity represents goodwill. Goodwill represents the excess of cost over the fair
market value of net assets acquired in business combinations accounted for under
the purchase method of accounting. Aztec currently amortizes goodwill on a
straight line method over a period ranging from 25-40 years with the amount
amortized in a particular period constituting a non-cash expense that reduces
Aztec's net income. Amortization of goodwill resulting from certain past
acquisitions, and additional goodwill recorded in certain future acquisitions,
may not be deductible for tax purposes. In addition, Aztec will be required to
periodically evaluate the recoverability of goodwill by reviewing the
anticipated undiscounted future cash flows from the operations of the acquired
companies and comparing such cash flows to the carrying value of the associated
goodwill. If goodwill becomes impaired, Aztec would be required to write down
the carrying value of the goodwill and incur a related charge to its income. A
reduction in net income resulting from the amortization or write down of
goodwill could have a material and adverse impact upon the market price of Aztec
Common Stock. Aztec believes that anticipated cash flows associated with
intangible assets recognized in the acquisitions completed during the nine
months ended January 24, 1998 will continue over the period during which the
associated goodwill will be amortized, and there is no persuasive evidence that
any material portion will dissipate during such period.

INABILITY TO USE POOLING-OF-INTERESTS ACCOUNTING

Generally accepted accounting principles require that an entity be
autonomous for a period of two years before it is eligible to complete business
combinations accounted for under the pooling-of-interests

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method. As a result of Aztec being a wholly-owned subsidiary of U.S. Office
Products prior to the Technology Distribution, Aztec will be unable to satisfy
this criterion for a period of two years following the Technology Distribution.
Therefore, Aztec will be precluded from completing business combinations
accounted for under the pooling-of-interests method for a period of two years
and any business combinations completed by Aztec during such period will be
accounted for under the purchase method resulting in the recording of goodwill.
The amortization of the goodwill will reduce income reported by Aztec below that
which would have been reported if the pooling-of-interests method had been used
by Aztec.

CONSIDERATION FOR OPERATING COMPANIES EXCEEDS ASSET VALUE

To date, the purchase prices of Aztec's acquisitions have not been
established by independent appraisals, but generally have been determined
through arm's-length negotiations between Aztec's management and representatives
of such acquired companies. The consideration paid for each such company has
been and will continue to be based primarily on the value of such company as a
going concern and not on the value of the acquired assets. Valuations of
acquired companies determined solely by appraisals of the acquired assets
typically would have been less than the consideration paid for the companies. No
assurance can be given that the future performance of such companies will be
commensurate with the consideration paid. Aztec does not expect to value future
acquisitions on the basis of asset appraisals. Therefore, this risk will apply
to future acquisitions as well.

EFFECT OF ANTI-TAKEOVER PROVISIONS

The Aztec Board has the authority to issue up to 1,000,000 shares of
preferred stock and to determine the price, rights, preferences and privileges
of those shares without any further vote or action by Aztec stockholders. The
rights of the holders of Aztec Common Stock will be subject to, and may be
adversely affected by, the rights of the holders of preferred stock. While Aztec
has no present intention to issue shares of preferred stock, such issuance,
while providing desired flexibility in connection with possible acquisitions or
other corporate purposes, could have the effect of delaying, deferring or
preventing a change in control of Aztec and entrenching current management. In
addition, such preferred stock may have other rights, including economic rights
senior to those of the Aztec Common Stock, and, as a result, the issuance
thereof could have a material adverse effect on the market value of the Aztec
Common Stock.

A number of provisions of Aztec's Certificate of Incorporation and By-Laws
and the Delaware General Corporation Law and regulations relating to matters of
corporate governance, certain rights of directors and the issuance of preferred
stock without stockholder approval, may be deemed to have and may have the
effect of making more difficult, and thereby discourage, a merger, tender offer,
proxy contest or assumption of control and change of incumbent management, even
when stockholders other than Aztec's principal stockholders consider such a
transaction to be in their best interest.

In addition, the Aztec Board of Directors is evaluating the adoption of a
shareholder rights plan (a "Rights Plan") pursuant to which stockholders would
receive the right to acquire a fractional share of preferred stock upon certain
events, including the acquisition of more than 15% of the shares of outstanding
Aztec Common Stock, or the commencement of a tender offer for the purchase of
more than 15% of the outstanding Aztec Common Stock. The effect of such a Rights
Plan would be to defer takeover attempts for Aztec that were not approved in
advance by the Aztec Board of Directors.

INTELLECTUAL PROPERTY RIGHTS

The success of certain operating companies within Aztec is dependent in part
on certain methodologies these companies use in designing, installing, and
integrating computer software and systems and other proprietary intellectual
property rights. These operating companies rely on a combination of
nondisclosure and other contractual arrangements and trade secret, copyright,
and trademark laws to protect their proprietary rights and the proprietary
rights of third parties, enter into confidentiality agreements with

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their key employees, and limit distribution of proprietary information. There
can be no assurance that the steps taken by these operating companies in this
regard will be adequate to deter misappropriation of proprietary information or
that these operating companies will be able to detect unauthorized use and take
appropriate steps to enforce their intellectual property rights.

Although Aztec believes that its services do not infringe the intellectual
property rights of others and that it has all rights necessary to utilize the
intellectual property employed in its business, Aztec is subject to the risk of
claims alleging infringement of third-party intellectual property rights. Any
such claims could require Aztec to spend significant sums in litigation, pay
damages, develop non-infringing intellectual property, or acquire licenses to
the intellectual property that is the subject of an asserted infringement claim.

NO DIVIDENDS

The Company has never paid any cash dividends and does not anticipate paying
cash dividends on its Common Stock in the foreseeable future. Aztec's ability to
pay dividends will be restricted by the Proposed Credit Facility. See "Dividend
Policy."

DILUTION

Purchasers of Common Stock in the Offering will sustain a substantial and
immediate dilution of $10.20 per share, based on the assumed initial public
offering price. In addition, the exercise of outstanding stock options after
this Offering could have a further dilutive effect. See "Dilution."

RISK OF LOSS FROM POSSIBLE FAILURE TO ACHIEVE YEAR 2000 COMPLIANCE

Several of Aztec's operating companies are using billing or other software
that is not Year 2000 compliant. Aztec has not quantified the costs of
addressing its Year 2000 issues, but it believes that the necessary adaptations
of these systems can be completed in the next 18 months, and that the costs of
achieving compliance will not be material. If Aztec is unable to make the
necessary adaptations on a timely basis, or if the costs are greater than
expected, the consequences of untimely resolution or the costs of complying
could have an adverse impact on Aztec's business or operations.

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THE SPIN-OFFS FROM U.S. OFFICE PRODUCTS

OVERVIEW

Prior to the Offering, Aztec has been a wholly-owned subsidiary of U.S.
Office Products. At the time of the Offering, Aztec holds all of the business
and assets of, and is responsible for substantially all of the liabilities
associated with, U.S. Office Products' Technology Solutions Division. Following
the Offering, all the shares of Aztec Common Stock owned by U.S. Office Products
are being distributed to the stockholders of U.S. Office Products of record.
U.S. Office Products is spinning off Aztec as part of a Strategic Restructuring
Plan in which U.S. Office Products is spinning off the shares of the Spin-Off
Companies that will conduct U.S. Office Products' current print management,
technology solutions, educational supplies and corporate travel services
businesses. At the same time as the Distributions, U.S. Office Products is
repurchasing 37,037,037 shares (including shares that may be issued on exercise
of vested and unvested stock options) of U.S. Office Products' common stock of
its issued and outstanding common stock in a tender offer (the "Tender Offer")
and is selling equity securities to an affiliate ("CD&R") of an investment fund
managed by Clayton, Dubilier & Rice, Inc. ("CD&R, Inc."), which will give CD&R a
24.9% equity interest in U.S. Office Products (but no interest in the Spin-Off
Companies).

CD&R has contracted to purchase a 24.9% equity interest in U.S. Office
Products, including the shares issued to CD&R (the "Initial CD&R Acquisition").
CD&R's percentage ownership of U.S. Office Products will not increase or
decrease depending on the actual number of shares of U.S. Office Products'
common stock outstanding on the closing date of the Initial CD&R Acquisition.
CD&R will receive special warrants (the "Special Warrants") that would allow
CD&R to maintain its 24.9% ownership interest in U.S. Office Products if (i) any
of its 2001 Notes that remain outstanding after the 2001 note exchange offer
made by U.S. Office Products (the "2001 Note Offer") were converted into U.S.
Office Products' common stock at the conversion price in effect after adjusting
for the Tender Offer and the Distributions, or (ii) additional shares are issued
under certain contracts for certain acquisitions completed by U.S. Office
Products. CD&R will also receive warrants for Common Stock (the "Common Stock
Warrants"). The Common Stock Warrants will be exercisable at any time after the
second anniversary of the Equity Investment until the 12th anniversary of that
date.

Assuming (i) exercise of all options outstanding after the Tender Offer, and
(ii) no 5 1/2% convertible subordinated notes due 2003 (the "2003 Notes") were
repurchased in the tender by U.S. Office Products for its 2003 Notes for a
purchase price of 94.5% of the principal amount and accrued interest (the "2003
Note Tender") and all 2003 Notes were converted in accordance with their
existing terms, in each case without any adjustment for the Strategic
Restructuring Plan, (iii) exercise of the Special Warrants in full, and (iv)
exercise of the Common Stock Warrants in full, CD&R could own approximately
37.0% of U.S. Office Products' common stock on a fully diluted basis. U.S.
Office Products expects to make adjustments to the number and exercise price of
outstanding options, and to the conversion price of any 2001 Notes of U.S.
Office Products remaining after the 2001 Note Offer and the 2003 Note Tender on
account of the restructuring transactions, and these adjustments will result in
a greater number of shares of U.S. Office Products common stock that may be
issued upon exercise of the options and conversion of such notes. Although the
amount of these adjustments will not be known until after the completion of the
Strategic Restructuring Plan, the effect of these adjustments will be to reduce
CD&R's fully-diluted ownership interest in U.S. Office Products from the amounts
set forth above. If no outstanding options are exercised, CD&R could own
approximately 39.9% of outstanding U.S. Office Products' common stock after
implementation of the Strategic Restructuring Plan (assuming that all of the
2001 Notes are exchanged in the 2001 Note Offer and all of the 2003 Notes are
tendered in the 2003 Note Tender).

In connection with the Technology Distribution, Aztec is entering into a
series of agreements with U.S. Office Products and the other Spin-Off Companies
to provide mechanisms for an orderly transition and to define certain
relationships among Aztec, U.S. Office Products and the other Spin-Off Companies
after the Technology Distribution. These agreements are: a distribution
agreement (the "Distribution Agreement") among Aztec, U.S. Office Products and
the other Spin-Off Companies: a tax allocation agreement (the "Tax Allocation
Agreement") among Aztec, U.S. Office Products and the other Spin-Off

14
<PAGE>

Companies; an employee benefits agreement (the "Employee Benefits Agreement")
among Aztec, U.S. Office Products and the other Spin-Off Companies; and a tax
indemnification agreement (the "Tax Indemnification Agreement") among Aztec and
the other Spin-Off Companies.

DISTRIBUTION AGREEMENT

TRANSFER OF SUBSIDIARIES AND ASSETS. The Distribution Agreement provides
for the transfer from U.S. Office Products to Aztec of substantially all of the
equity interests in the U.S. Office Products subsidiaries that are engaged in
Aztec's business as well as the transfer in certain instances of other assets
related to the business of Aztec. It also provides that the recovery on any
claims that U.S. Office Products may have against the persons who sold
businesses to U.S. Office Products that will become part of Aztec in connection
with the Technology Distribution pursuant to the relevant acquisition agreements
(the "Aztec Acquisition Indemnity Claims") will be shared between U.S. Office
Products and Aztec. In addition, to the extent that the Aztec Acquisition
Indemnity Claims are currently secured by the pledge of stock of U.S. Office
Products that is owned by persons who sold businesses to U.S. Office Products
that will become part of Aztec (and no previous claims have been made against
such shares), the pledged shares will be used, subject to final resolution of
the claim, to reimburse Aztec for its damages and expenses.

DEBT. The Distribution Agreement allocates a specified amount of U.S.
Office Products' debt outstanding under its credit facilities to each Spin-Off
Company and requires each Spin-Off Company, on or prior to its respective
Distribution, to obtain credit facilities, to borrow funds under such facilities
and to use the proceeds of such borrowings to pay off U.S. Office Products' debt
so allocated plus any additional debt incurred by U.S. Office Products after
January 12, 1998 (the date of the Investment Agreement) in connection with the
acquisition of an entity that has become or will become a subsidiary of such
Spin-Off Company. Under the Distribution Agreement, U.S. Office Products has
allocated $5.0 million of debt to Aztec. Aztec will borrow $4.3 million under an
existing working capital credit facility to pay off intercompany indebtedness to
U.S. Office Products.

LIABILITIES. Under the Distribution Agreement, Aztec will be responsible
for (i) any liabilities arising out of or in connection with the businesses
conducted by Aztec and/or its subsidiaries, (ii) its liabilities under the
Distribution Agreement, Tax Allocation Agreement, Employee Benefits Agreement
and related agreements, (iii) the U.S. Office Products' debt that has been
allocated to the Company as described above, (iv) liabilities under the
securities laws relating to this Prospectus and certain sections of the
Information Statement/Prospectus relating to the Technology Distribution as well
as other securities law liabilities related to the Aztec business that arise
from information supplied to U.S. Office Products (or that should have been
supplied but was not) by Aztec, (v) any liabilities of U.S. Office Products
relating to earn-out or bonus payments in respect of Aztec or its subsidiaries,
(vi) Aztec's costs and expenses related to this Offering and its bank credit
facility, and (vii) $1.0 million of the transaction costs (including legal,
accounting, investment banking and financial advisory) and other fees incurred
by U.S. Office Products in connection with the Strategic Restructuring Plan.
Each of the other Spin-Off Companies will be similarly obligated to U.S. Office
Products. Aztec and the other Spin-Off Companies have agreed to bear a pro rata
share of (i) any liabilities of U.S. Office Products under the securities laws
(other than claims relating solely to a specific Spin-Off Company or relating
specifically to the continuing businesses of U.S. Office Products), and (ii)
U.S. Office Products' general corporate liabilities (other than debt, except for
that specifically allocated to the Spin-Off Companies) incurred prior to the
Distributions (I.E., liabilities not related to the conduct of a particular
distributed or retained subsidiary's business). If one of the Spin-Off Companies
defaults on an obligation owed to U.S. Office Products, the non-defaulting
Spin-Off Companies will be obligated on a pro rata basis to pay such obligation.

The Spin-Off Companies' pro rata share of Shared Liabilities will be, based
upon the fiscal year ended April 25, 1998, the average of (a) their revenues
relative to those of U.S. Office Products and (b) their operating income
relative to that of U.S. Office Products. The residual will be U.S. Office
Products' pro rata share. Based upon financial data for the nine-month period
ended January 24, 1998, the Company's pro rata share of Shared Liabilities would
have been 8.2%, the Other Spin-Off Companies' pro rata share would have
aggregated 26.2% and U.S. Office Products' pro rata share would have been 65.6%.
As to any

15
<PAGE>
Default Liability, each non-defaulting company's pro rata share will be
increased to include a portion of the defaulting company's pro rata share. The
aggregate of the Shared Liabilities and Default Liability for which any Spin-Off
Company may be liable is, however, limited to $1.75 million.

The Distribution Agreement provides that each party will indemnify and hold
all of the other parties harmless from any and all liabilities for which the
former assumed liability under the Distribution Agreement. All indemnity
payments will be subject to adjustment upward or downward to take account of tax
costs or tax benefits as well as insurance proceeds. If there are any claims
made under U.S. Office Products' existing insurance policies, the amount of any
deductible or retention will be allocated by U.S. Office Products among the
claimants in a fair and reasonable manner.

OTHER PROVISIONS. The Distribution Agreement will have other customary
provisions including provisions relating to mutual release, access to
information, witness services, confidentiality and alternative dispute
resolution.

TAX ALLOCATION AGREEMENT AND TAX INDEMNIFICATION AGREEMENT

The Tax Allocation Agreement provides that each Spin-Off Company will be
responsible for its respective share of U.S. Office Products' consolidated tax
liability for the years that each such corporation was included in U.S. Office
Products' consolidated U.S. federal income tax return. The Tax Allocation
Agreement also provides for sharing, where appropriate, of state, local and
foreign taxes attributable to periods prior to the Distributions.

The Tax Allocation Agreement further provides that the Spin-Off Companies
will jointly and severally indemnify U.S. Office Products for any Distribution
Taxes assessed against U.S. Office Products if an Adverse Tax Act of any of the
Spin-Off Companies materially contributes to a final determination that any or
all of the Distributions are taxable. Aztec is also entering into the Tax
Indemnification Agreement with the other Spin-Off Companies under which the
Spin-Off Company that is responsible for the Adverse Tax Act will indemnify the
other Spin-Off Companies for any liability to U.S. Office Products under the Tax
Allocation Agreement. As a consequence, Aztec will be liable for any
Distribution Taxes resulting from any Adverse Tax Act by Aztec and liable
(subject to indemnification by the other Spin-Off Companies) for any
Distribution Taxes resulting from an Adverse Tax Act by the other Spin-Off
Companies. If there is a final determination that any or all of the
Distributions are taxable and it is determined that there has not been an
Adverse Tax Act by either U.S. Office Products or any of the Spin-Off Companies,
each of U.S. Office Products and the Spin-Off Companies will be liable for its
pro rata portion of such Distribution Taxes based on the value of each company's
common stock after the Distributions. As a result, Aztec could become liable for
a pro rata portion of any Distribution Taxes with respect to not only the
Technology Distribution but also any of the other Distributions. The liabilities
of Aztec under the Tax Allocation Agreement and the Tax Indemnification
Agreement are not subject to any limits.

EMPLOYEE BENEFITS AGREEMENT

In connection with the Distributions, U.S. Office Products is entering into
the Employee Benefits Agreement with Aztec and the other Spin-Off Companies to
provide for an orderly transition of benefits coverage between U.S. Office
Products and the Spin-Off Companies. Pursuant to this agreement, Aztec will
retain or assume liability for employment-related claims and severance for
persons currently or previously employed by Aztec, while U.S. Office Products
and the other Spin-Off Companies and their respective post-Distribution
subsidiaries will retain or assume responsibility for their respective current
and previous employees.

The Employee Benefits Agreement reflects U.S. Office Products' expectation
that Aztec and the other Spin-Off Companies will establish 401(k) plans for
their respective employees effective as of, or shortly after, the Distribution
Date, and that U.S. Office Products will transfer 401(k) accounts to those plans
as soon as practicable. The agreement also provides for the spinning off of
portions of the U.S. Office Products' cafeteria plan that relate to employees of
Aztec and the other Spin-Off Companies and having those spun-off plans assume
responsibilities for claims submitted on or after the Distribution Date.

16
<PAGE>
U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTIONS

Pursuant to the Tax Allocation Agreement and Tax Indemnification Agreement,
Aztec could be liable for Distribution Taxes if any or all of the Distributions
fail to qualify as tax-free spin-offs under Section 355 of the Code or are
taxable under Section 355(e) of the Code. See "Tax Allocation Agreement and Tax
Indemnification Agreement."

THE TAX OPINION. Wilmer, Cutler & Pickering has delivered an opinion (the
"Tax Opinion") stating that for U.S. federal income tax purposes the
Distributions will qualify as tax-free spin-offs under Section 355 of the Code
and will not be taxable under Section 355(e) of the Code. The Tax Opinion is
based on the accuracy as of the time of the Distributions of factual
representations made by U.S. Office Products, the Spin-Off Companies and CD&R,
and certain other information, data, documentation and other materials that
Wilmer, Cutler & Pickering has deemed necessary.

The Tax Opinion represents Wilmer, Cutler & Pickering's best judgment of how
a court would rule. However, the Tax Opinion is not binding upon either the IRS
or any court. A ruling has not been, and will not be, sought from the IRS with
respect to the U.S. federal income tax consequences of the Distributions.

Assuming the Distributions qualify as tax-free spin-offs under Section 355
and are not taxable under Section 355(e), no gain or loss will be recognized by
U.S. Office Products as a result of the Distributions.

CONSEQUENCES OF FAILURE TO QUALIFY AS A TAX-FREE DISTRIBUTION. As noted
above, the Tax Opinion is not binding on the IRS or the courts. Prospective
investors should be aware that the requirements of Section 355 pertaining to
business purpose, active trade or business, and absence of a device for
distribution of earnings and profits, as well as the requirements of Section
355(e) pertaining to a plan or series of related transactions to acquire 50% or
more by vote or value of a company, are highly dependent on factual
interpretations, are to a significant extent subjective in nature, and have a
relative absence of authority addressing their application to the particular
facts presented by the Distributions. Accordingly, the IRS and/or a court could
reach a conclusion that differs from the conclusions in the Tax Opinion.

BUSINESS PURPOSE. In order for a Distribution to qualify as a tax-free
spin-off under Section 355, it must be motivated, in whole or substantial part,
by one or more corporate business purposes. U.S. Office Products has represented
that the Distributions were motivated, in whole or substantial part, to allow
U.S. Office Products and the Spin-Off Companies to adopt strategies and pursue
objectives that are more appropriate to their respective industries and stages
of growth; to allow the Spin-Off Companies to pursue independent acquisition
programs with a more focused use of resources and, where stock is used as
consideration, to allow the Spin-Off Companies to provide stock of a public
company that is in the same industry as the business being acquired; to allow
U.S. Office Products and the Spin-Off Companies to offer their respective
employees more focused compensation packages; and to make possible the Equity
Investment which the Board of Directors of U.S. Office Products concluded would
contribute to U.S. Office Products' development, based on the skills and
experience of CD&R, Inc. Based on these representations and certain other
information, data, documentation and other materials, Wilmer, Cutler & Pickering
has delivered an opinion that each Distribution satisfies the business purpose
requirement of Section 355. However, although similar rationales have been
accepted by the IRS in other circumstances as sufficient to meet the business
purpose requirement of Section 355, there can be no assurance that the IRS will
not assert that the business purpose requirement is not satisfied.

ACTIVE TRADE OR BUSINESS. In order for the distribution of the stock of a
Spin-Off Company (other than Navigant International, Inc. ("Navigant")) to
qualify as a tax-free spin-off under Section 355, both the Spin-Off Company and
U.S. Office Products must be engaged in an active trade or business that has
been actively conducted for the five-year period preceding the Distribution,
taking into account only businesses that have been acquired in transactions in
which no gain or loss was recognized. In order for the distribution of the stock
of Navigant to qualify as a tax-free spin-off under Section 355, substantially
all of the assets of Navigant must consist of the stock of Professional Travel
Corporation ("Professional Travel"), and Professional Travel and U.S. Office
Products must meet the requirements described in the preceding sentence. Whether
current and historical business activity constitutes an active trade or
business, and

17
<PAGE>

whether any gain or loss should have been recognized in an acquisition
structured and reported as a nontaxable transaction, turn in some instances on
the application of subjective legal standards and on factual determinations,
such as intentions of the parties involved. Based on the representations of U.S.
Office Products and the Spin-Off Companies, Wilmer, Cutler & Pickering has
delivered an opinion that each Distribution satisfies the active trade or
business requirement. However, because of the inherently subjective nature of
important elements of the active trade or business requirement, and because the
IRS may challenge the representations upon which Wilmer, Cutler & Pickering
relies, there can be no assurance that the IRS will not assert that the active
trade or business requirement is not satisfied.

ABSENCE OF A DEVICE FOR DISTRIBUTION OF EARNINGS AND PROFITS. A
Distribution will not qualify as a tax-free spin-off under Section 355 if the
Distribution was used principally as a device for the distribution of the
earnings and profits of U.S. Office Products or the Spin-Off Company. Treasury
regulations provide that this test is applied based on all the facts and
circumstances, including the presence or absence of factors described in the
Regulations as "device factors" and "nondevice factors." Application of this
test is uncertain in part because of its subjective nature. Based on the
representations of U.S. Office Products and the Spin-Off Companies, Wilmer,
Cutler & Pickering has delivered an opinion that none of the Distributions is a
transaction used principally as a device for the distribution of earnings and
profits of either U.S. Office Products or any of the Spin-Off Companies.
However, because of the inherently subjective nature of the device test
(including the subjectivity involved in assigning weight to various factors),
and because the IRS may challenge the representations upon which Wilmer, Cutler
& Pickering relies, there can be no assurance that the IRS will not assert that
any or all of the Distributions are transactions used principally as a device
for the distribution of earnings and profits.

EFFECT OF POST-DISTRIBUTION TRANSACTIONS. Section 355(e), which was added
in 1997, generally provides that a company that distributes shares of a
subsidiary in a spin-off that is otherwise tax-free will incur U.S. federal
income tax liability if 50% or more, by vote or value, of the capital stock of
either the company making the distribution or the subsidiary is acquired by one
or more persons acting pursuant to a plan or a series of related transactions
that includes the spin-off. Stock acquired by certain related persons is
aggregated in determining whether this 50% test is met. There is a presumption
that any acquisition of 50% or more, by vote or value, of the capital stock of
the company or the subsidiary occurring two years before or after the spin-off
is pursuant to a plan that includes the spin-off. However, the presumption may
be rebutted by establishing that the spin-off and the acquisition are not part
of a plan or a series of related transactions. Based on the representations of
U.S. Office Products, the Spin-Off Companies and CD&R, and the assumption that
no Distribution is part of a plan that is outside the knowledge of U.S. Office
Products and the Spin-Off Companies pursuant to which one or more persons will
acquire directly or indirectly 50% or more by vote or value of the capital stock
of U.S. Office Products or of any Spin-Off Company, Wilmer, Cutler & Pickering
has delivered an opinion that the Distributions will not be taxable under
Section 355(e). However, there can be no assurance that the IRS will not assert
that any or all of the Distributions are taxable under Section 355(e).

If a Distribution fails to qualify as a tax-free spin-off is taxable under
Section 355(e), U.S. Office Products will recognize gain equal to the difference
between the fair market value of the Common Stock of the Spin-Off Company and
U.S. Office Products' adjusted tax basis in the Common Stock of the Spin-Off
Company (on the Distribution Date). If U.S. Office Products were to recognize
gain on one or more of the Distributions, such gain would likely be substantial.
However, no gain or loss will be recognized by holders of Common Stock (except
with respect to cash in lieu of fractional shares).

18
<PAGE>
USE OF PROCEEDS

The proceeds to Aztec from the sale of the Common Stock offered hereby, net
of the estimated expenses and underwriting discounts and commissions of this
Offering, are expected to be approximately $49.3 million ($56.9 million if the
Underwriters' over-allotment option is exercised in full), assuming the initial
public offering price.

Aztec intends to use such net proceeds to fund future acquisitions, to repay
$4.3 million of indebtedness to BankBoston, N.A., and for general corporate
purposes. This indebtedness is being incurred at the time of the Distributions
to repay inter-company indebtedness of Aztec owing to U.S. Office Products. The
indebtedness to BankBoston, N.A. bears interest at Prime and matures upon
completion of the Proposed Credit Facility (as hereafter defined). The
indebtedness to U.S. Office Products bears interest at 7% and matures at the
time of the Distributions. Aztec has from time to time acquired businesses and
is engaged in preliminary discussions with third parties concerning possible
acquisitions by Aztec. Aztec is not a party to any agreement with respect to any
acquisition and no acquisition is currently probable. There can be no assurance
that in the future Aztec will come to any agreement with respect to any
acquisition, as to the terms of any acquisition, or that any acquisition would
ultimately be consummated. Any acquisition might use a significant portion of
the net proceeds of this Offering. See "Risk Factors--Dependence Upon
Acquisitions for Future Growth."

DIVIDEND POLICY

Aztec does not anticipate declaring and paying cash dividends on the Common
Stock in the foreseeable future. The decision whether to apply any legally
available funds to the payment of dividends on the Common Stock will be made by
the Aztec Board of Directors from time to time in the exercise of its business
judgment, taking into account Aztec's financial condition, results of
operations, existing and proposed commitments for use of Aztec's funds and other
relevant factors. Aztec's ability to pay dividends will be restricted by the
Proposed Credit Facility.

19
<PAGE>
CAPITALIZATION

The following table sets forth the capitalization of Aztec as of January 24,
1998 (i) on an actual basis, (ii) on a pro forma basis to reflect the Technology
Distribution and the allocation of $5.0 million of debt by U.S. Office Products
as described in "The Spin-Offs From U.S. Office Products," and (iii) on a pro
forma, as adjusted basis to give effect to the sale by the Company of the shares
of Common Stock offered hereby and after deduction of estimated offering
expenses and underwriting discounts and commissions and the application of the
estimated net proceeds therefrom. See "Use of Proceeds." This table should be
read in conjunction with "Management's Discussion and Analysis of Financial
Position and Results of Operations," the historical consolidated financial
statements and the pro forma combined financial statements of Aztec, and the
related notes to each thereof, included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
JANUARY 24, 1998
------------------------------------
PRO FORMA
AS
ACTUAL PRO FORMA ADJUSTED(2)
---------- ----------- -----------
<S> <C> <C> <C>
(In thousands)

Short-term debt............................................................. $ 304 $ 304 $
---------- ----------- -----------
---------- ----------- -----------
Long-term debt.............................................................. $ 386 $ 4,696 $
Long-term payable to U.S. Office Products................................... 9,957
Stockholder's equity:
Preferred Stock, $0.001 par value.......................................
1,000,000 shares authorized, no shares outstanding....................
Common Stock, $0.001 par value, 150,000,000 shares authorized, no shares
actual, 21,937,902 shares pro forma, 26,137,902 shares pro forma, as
adjusted (1).......................................................... 22 26
Additional paid-in capital.............................................. 80,796 130,070
Divisional equity....................................................... 80,818
Retained earnings....................................................... 9,301 6,969 6,969
---------- ----------- -----------
Total stockholder's equity............................................ 90,119 87,787 137,065
---------- ----------- -----------
Total capitalization................................................ $ 100,462 $ 92,483 $ 137,451
---------- ----------- -----------
---------- ----------- -----------
</TABLE>

- ------------------

(1) Excludes options to acquire shares of Aztec Common Stock to be reserved for
issuance upon exercise of options. See "Management--Replacement of
Outstanding U.S. Office Products Options" and "1998 Stock Incentive Plan."

(2) The net proceeds of the Offering are estimated to be $49.3 million ($56.9
million if the underwriters' overallotment option is exercised in full). The
net proceeds will be used to repay $4.3 million of indebtedness to U.S.
Office Products, and for working capital and general corporate purposes,
including future acquisitions.

20
<PAGE>
DILUTION

The pro forma net tangible book value of the Company as of January 24, 1998
was approximately $23.9 million, or $1.09 per share of Aztec Common Stock. Pro
forma net tangible book value per share is equal to the Company's total pro
forma tangible assets less its total pro forma liabilities, divided by the
number of shares of Common Stock outstanding. After giving effect to the sale by
the Company of 4,200,000 shares of Common Stock offered hereby and the
application of the estimated net proceeds therefrom as described under "Use of
Proceeds," the pro forma net tangible book value of the Company at January 24,
1998, would have been approximately $73.2 million, or approximately $2.80 per
share. This represents an immediate increase of $1.71 per share in the pro forma
net tangible book value to existing stockholders and an immediate dilution of
$10.20 per share in pro forma net tangible book value to new investors
purchasing Common Stock in the Offering. The following table illustrates the per
share dilution to new investors.

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share............. $ 13.00
Pro forma net tangible book value per share before the
Offering.................................................. $ 1.09
Increase per share attributable to new investors.......... 1.71
---------
Pro forma net tangible book value after the Offering........ 2.80
---------
Dilution per share to new investors......................... $ 10.20
---------
---------
</TABLE>

The foregoing computations assume no exercise of stock options to acquire
shares of Common Stock exercisable upon consummation of the Technology
Distribution. To the extent that shares of Common Stock are issued upon exercise
of these options, the effect would be to increase the dilution to new investors.
See "Management--Replacement of Outstanding U.S. Office Products Options" and
"1998 Stock Incentive Plan."

21
<PAGE>
SELECTED FINANCIAL DATA

The historical Selected Financial Data for the fiscal years ended March 31,
1995 and 1996 and April 26, 1997 (except pro forma amounts) have been derived
from Aztec's consolidated financial statements that have been audited and are
included elsewhere in this Information Statement/Prospectus. The historical
Selected Financial Data for the fiscal years ended March 31, 1993 and 1994 have
been derived from unaudited consolidated financial statements that are not
included elsewhere in this Information Statement/Prospectus or incorporated
herein by reference. The Selected Financial Data for the nine months ended
January 25, 1997 and January 24, 1998 (except pro forma amounts) have been
derived from unaudited consolidated financial statements that appear elsewhere
in this Information Statement/Prospectus. These unaudited consolidated financial
statements have been prepared on the same basis as the audited consolidated
financial statements and, in the opinion of management, contain all adjustments,
consisting of normal recurring accruals, necessary for a fair presentation of
the financial position and results of operations for the periods presented.

The pro forma financial data gives effect, as applicable, to the Technology
Distribution and the purchase acquisitions completed by Aztec between May 1,
1996 and May 1, 1998 as if all such transactions had been consummated on May 1,
1996. In addition, the pro forma information is based on available information
and certain assumptions and adjustments.

The Selected Financial Data provided herein should be read in conjunction
with the historical financial statements, including the notes thereto, the pro
forma financial information, including the notes thereto, and "Management's
Discussion and Analysis of Financial Condition and Results of Operations" that
appear elsewhere in this Information Statement/Prospectus.

22
<PAGE>
SELECTED FINANCIAL DATA (1)
(In thousands, except per share data)

<TABLE>
<CAPTION>
FISCAL YEAR ENDED
NINE MONTHS ENDED
APRIL 26, ------------------------
--------------------
FISCAL YEAR ENDED MARCH 31, PRO
------------------------------------------ FORMA JANUARY 25, JANUARY 24,
1993 1994 1995 1996 1997 1997 (2) 1997 1998
--------- --------- --------- --------- --------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Revenues......................... $ 46,152 $ 58,979 $ 88,999 $ 114,055 $ 136,278 $ 228,912 $ 101,295 $ 142,512
Cost of revenues................. 34,121 43,630 65,858 84,113 102,129 169,150 76,049 107,895
--------- --------- --------- --------- --------- --------- ----------- -----------
Gross profit..................... 12,031 15,349 23,141 29,942 34,149 59,762 25,246 34,617
Selling, general and
administrative expenses........ 10,139 11,218 14,942 20,510 21,525 39,134 15,637 22,951
Goodwill amortization expense.... 1,651 414
Non-recurring acquisition
costs.......................... 2,274 2,274 1,906
--------- --------- --------- --------- --------- --------- ----------- -----------
Operating income................. 1,892 4,131 8,199 9,432 10,350 16,703 7,703 11,252
Interest expense................. 412 297 331 420 324 400 310 169
Interest income.................. (75) (54) (118) (416) (168) (169) (167)
Other (income) expense........... (77) (75) (111) (964) (53) (579) 234 (14)
--------- --------- --------- --------- --------- --------- ----------- -----------
Income before provision for
income taxes................... 1,632 3,963 8,097 10,392 10,247 16,882 7,328 11,264
Provision for income taxes (4)... 210 232 401 750 3,524 7,428 1,771 4,692
--------- --------- --------- --------- --------- --------- ----------- -----------
Net income....................... $ 1,422 $ 3,731 $ 7,696 $ 9,642 $ 6,723 $ 9,454 $ 5,557 $ 6,572
--------- --------- --------- --------- --------- --------- ----------- -----------
--------- --------- --------- --------- --------- --------- ----------- -----------
Per share amounts:
Basic.......................... $ 0.16 $ 0.42 $ 0.84 $ 0.71 $ 0.37 $ 0.43 $ 0.32 $ 0.29
--------- --------- --------- --------- --------- --------- ----------- -----------
--------- --------- --------- --------- --------- --------- ----------- -----------
Diluted........................ $ 0.16 $ 0.42 $ 0.84 $ 0.71 $ 0.36 $ 0.43 $ 0.32 $ 0.28
--------- --------- --------- --------- --------- --------- ----------- -----------
--------- --------- --------- --------- --------- --------- ----------- -----------
Weighted average shares
outstanding:
Basic.......................... 8,852 8,852 9,112 13,509 18,005 21,938(5) 17,196 22,952
Diluted........................ 8,852 8,852 9,141 13,675 18,352 21,938(5) 17,565 23,437

PRO PRO PRO FORMA
FORMA FORMA AS ADJUSTED
JANUARY 25, JANUARY 24, JANUARY 24,
1997 (2) 1998 (2) 1998(3)
----------- ----------- -----------
<S> <C> <C> <C>
STATEMENT OF INCOME DATA:
Revenues......................... $ 172,518 $ 191,074 $ 191,074
Cost of revenues................. 127,875 141,631 141,631
----------- ----------- -----------
Gross profit..................... 44,643 49,443 49,443
Selling, general and
administrative expenses........ 28,876 31,235 31,235
Goodwill amortization expense.... 1,239 1,239 1,239
Non-recurring acquisition
costs.......................... 1,906
----------- ----------- -----------
Operating income................. 12,622 16,969 16,969
Interest expense................. 300 300 41
Interest income..................
Other (income) expense........... (232) (252) (252)
----------- ----------- -----------
Income before provision for
income taxes................... 12,554 16,921 17,180
Provision for income taxes (4)... 5,524 7,445 7,559
----------- ----------- -----------
Net income....................... $ 7,030 $ 9,476 $ 9,621
----------- ----------- -----------
----------- ----------- -----------
Per share amounts:
Basic.......................... $ 0.32 $ 0.43 $ 0.43
----------- ----------- -----------
----------- ----------- -----------
Diluted........................ $ 0.32 $ 0.43 $ 0.43
----------- ----------- -----------
----------- ----------- -----------
Weighted average shares
outstanding:
Basic.......................... 21,938(5) 21,938(5) 22,305(6)
Diluted........................ 21,938(5) 21,938(5) 22,305(6)
</TABLE>

<TABLE>
<CAPTION>
JANUARY
24, 1998
---------
MARCH 31,
--------------------------------- APRIL 30, APRIL 26,
1993 1994 1995 1996 1997 ACTUAL
--------- ----------- --------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital............................................. $ 4,253 $ 5,623 $ 10,669 $ 8,664 $ 13,268 $ 31,848
Total assets................................................ 14,890 16,423 28,106 33,945 37,311 142,347
Long-term debt, less current portion........................ 461 461 1,524 799 167 386
Long-term payable to U.S. Office Products................... 4,786 9,957
Stockholder's equity........................................ 5,382 6,745 11,062 10,497 11,626 90,119

PRO FORMA
AS ADJUSTED
PRO FORMA (7) (3)
------------- --------------
<S> <C> <C>
BALANCE SHEET DATA:
Working capital............................................. $ 23,869 $ 68,837
Total assets................................................ 134,368 179,336
Long-term debt, less current portion........................ 4,696 386
Long-term payable to U.S. Office Products...................
Stockholder's equity........................................ 87,787 137,065
</TABLE>

- ------------------
(1) The historical financial information of the Pooled Companies has been
combined on a historical cost basis in accordance with GAAP to present this
financial data as if the Pooled Companies had always been members of the
same operating group. The financial information of the Purchased Companies
is included from the dates of their respective acquisitions. The pro forma
financial data reflect acquisitions completed by Aztec through May 1, 1998.
See Note 4 of the Company's Notes to Consolidated Financial Statements for a
description of the number and accounting treatment of the acquisitions by
the Company.
(2) Gives effect to the Technology Distribution and the purchase acquisitions
completed by Aztec since May 1, 1996 as if all such transactions had been
consummated on May 1, 1996. The pro forma statement of income data are not
necessarily indicative of the operating results that would have been
achieved had these events actually then occurred and should not be construed
as representative of future operating results.

(3) Adjusted to give effect to the sale by the Company of 4,200,000 shares of
Common Stock offered hereby (assuming an initial public offering price of
$13.00 per share, which is equal to the midpoint of the range set forth in
the preliminary prospectus dated May 18, 1998) after deducting underwriting
discounts and estimated offering expenses payable by Aztec and the use of
estimated net proceeds therefrom. Aztec expects that the initial public
offering price in the Offering will be determined after the close of markets
on the date of this Information Statement/Prospectus. There can be no
assurance that the initial public offering price will be set at that time,
that the price will be within the range set forth in the preliminary
prospectus, or that the Offering will be completed. Information regarding
the initial public offering price, and "as adjusted" pro forma financial
statements based on that price, will be set forth in the final prospectus
related to the Offering, which will be publicly available within two
business days after the price is determined. See "Additional Information."

(4) Certain Pooled Companies were organized as subchapter S corporations prior
to the closing of their acquisitions by the Company and, as a result, the
federal tax on their income was the responsibility of their individual
stockholders. Accordingly, the specific Pooled Companies provided no federal
income tax expense prior to these acquisitions by the Company.
(5) For calculation of the pro forma weighted average shares outstanding for the
fiscal year ended April 26, 1997 and for the nine months ended January 24,
1998 and January 25, 1997, see Note 2(i) of Notes to Pro Forma Combined
Financial Statements included herein. The pro forma balance sheet data are
not necessarily indicative of the financial position that would have been
achieved had these events actually then occurred and should not be construed
as representative of future financial position.
(6) For calculation of the pro forma as adjusted weighted average shares
outstanding for the nine months ended January 24, 1998. See Note 2(k) of
Notes to Pro Forma Combined Financial Statements included herein.
(7) Gives effect to the Technology Distribution as if it had been made on
January 24, 1998. The pro forma balance sheet data are not necessarily
indicative of the financial position that would have been achieved had the
Technology Distribution actually then occurred and should not be construed
as representative of future financial position.

23
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis contains forward-looking statements
that involve risks and uncertainties. When used herein, the words "anticipate,"
"believe," "estimate," "expect," and similar expressions are intended to
identify such forward-looking statements. The Company's actual results could
differ materially from those discussed herein. Factors that could cause or
contribute to such differences include, but are not limited to, those discussed
in "Risk Factors," "Management's Discussion and Analysis of Financial Conditions
and Results of Operations," and "Business," as well as those discussed elsewhere
in this Prospectus.

OVERVIEW

Aztec was initially formed in October 1996 with the acquisition of Bay State
by U.S. Office Products. Since that time, under the leadership of Aztec's
current Chairman and Chief Executive Officer, James E. Claypoole, nine
complementary regional IT solutions companies were acquired. These companies
are: (i) Aztec International; (ii) Compel; (iii) Digital Network Associates;
(iv) Entra; (v) Fortran; (vi) Mahon; (vii) Office Equipment Service; (viii)
Professional Computer Solutions; and (ix) Professional Network Services.

Aztec generates revenues principally from (i) fees for services rendered to
customers (including consulting and engineering services, systems and network
implementation services, software development and implementation services, IT
support and operational services, and telephony design and integration services)
and (ii) sales of products to customers within these business sectors (including
telephony systems and network and systems hardware and software).

Aztec's consolidated financial statements give retroactive effect to the
five business combinations accounted for under the pooling-of-interests method
during the period from October 1996 through April 1997 (the "Pooled Companies")
and include the results of five companies acquired during the nine months ended
January 24, 1998 in business combinations accounted for under the purchase
method (the "Purchased Companies") from their respective acquisition dates.
Prior to their respective dates of acquisition by U.S. Office Products, the
Pooled Companies reported results for years ending on March 31 and December 31.
Upon acquisition by U.S. Office Products and effective for the fiscal year ended
April 26, 1997 ("fiscal 1997"), the Pooled Companies changed their year-ends
from March 31 and December 31 to conform to U.S. Office Products' fiscal year,
which ends on the last Saturday in April. In the following discussion, "fiscal
1995" and "fiscal 1996" refer to the Company's fiscal years ended March 31, 1995
and 1996, respectively.

The following discussion should be read in conjunction with Aztec's
consolidated financial statements and related notes thereto and pro forma
financial statements and related notes thereto appearing elsewhere in this
Prospectus.

RESULTS OF OPERATIONS

The following table sets forth various items as a percentage of revenues for
the fiscal years ended March 31, 1995, 1996 and April 26, 1997 and for the nine
months ended January 25, 1997 and January 24, 1998, as well as for the fiscal
year ended April 26, 1997 and for the nine months ended January 25, 1997

24
<PAGE>
and January 24, 1998 on a pro forma basis reflecting the Technology Distribution
and the results of the Purchased Companies as if such transactions had occurred
on May 1, 1996.
<TABLE>
<CAPTION>
FISCAL YEAR ENDED FOR THE NINE MONTHS ENDED
-------------------------------------------------------- -------------------------------------------
PRO FORMA PRO FORMA
MARCH 31, MARCH 31, APRIL 26, APRIL 26, JANUARY 25, JANUARY 24, JANUARY 25,
1995 1996 1997 1997 1997 1998 1997
------------- ------------- ----------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues................... 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of revenues........... 74.0 73.7 74.9 73.9 75.1 75.7 74.1
----- ----- ----- ----- ----- ----- -----
Gross profit........... 26.0 26.3 25.1 26.1 24.9 24.3 25.9
Selling, general and
administrative
expenses................. 16.8 18.0 15.8 17.8 15.4 16.4 17.5
Non-recurring acquisition
costs.................... 1.7 1.0 1.9 1.1
----- ----- ----- ----- ----- ----- -----
Operating income....... 9.2 8.3 7.6 7.3 7.6 7.9 7.3
Interest (income) expense,
net...................... 0.2 0.1 0.2 0.1 0.2
Other income............... (0.1) (0.8) (0.3) 0.3 (0.2)
----- ----- ----- ----- ----- ----- -----
Income before provision for
income taxes............. 9.1 9.1 7.5 7.4 7.2 7.9 7.3
Provision for income
taxes.................... 0.5 0.6 2.6 3.3 1.7 3.3 3.2
----- ----- ----- ----- ----- ----- -----
Net income................. 8.6% 8.5% 4.9% 4.1% 5.5% 4.6% 4.1%
----- ----- ----- ----- ----- ----- -----
----- ----- ----- ----- ----- ----- -----

PRO FORMA
JANUARY 24,
1998
-------------
<S> <C>
Revenues................... 100.0%
Cost of revenues........... 74.1
-----
Gross profit........... 25.9
Selling, general and
administrative
expenses................. 17.0
Non-recurring acquisition
costs....................
-----
Operating income....... 8.9
Interest (income) expense,
net...................... 0.2
Other income............... (0.2)
-----
Income before provision for
income taxes............. 8.9
Provision for income
taxes.................... 3.9
-----
Net income................. 5.0%
-----
-----
</TABLE>

COMPARISON OF THE NINE MONTHS ENDED JANUARY 24, 1998 TO THE NINE MONTHS ENDED
JANUARY 25, 1997

REVENUES. Consolidated revenues increased 40.7%, from $101.3 million for
the nine months ended January 25, 1997, to $142.5 million for the nine months
ended January 24, 1998. This increase was primarily due to sales to new accounts
and increased sales to existing customers in the consulting and engineering
services sector, the systems and network integration sector, and the telephony
integration services sector of the business. Revenues in these sectors have a
higher concentration of service related revenue. In addition, revenues of
Purchased Companies acquired at the end of the nine months ended January 24,
1998 contributed to the increase in revenues. The majority of the Purchased
Companies' revenues are service-related.

GROSS PROFIT. Gross profit increased 37.1%, from $25.2 million, or 24.9% of
revenues, for the nine months ended January 25, 1997 to $34.6 million, or 24.3%
of revenues, for the nine months ended January 24, 1998. This decrease in gross
profit as a percentage of revenues was due to a higher concentration of business
in the systems and network design and implementation services sector which has
inherently lower gross margin percentages than the other sectors.

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses increased 49.4%, from $15.6 million, or 15.4% of revenues, for the nine
months ended January 25, 1997 to $23.4 million, or 16.4% of revenues, for the
nine months ended January 24, 1998. The increase in selling, general and
administrative expenses as a percentage of revenues was primarily due to
increases in corporate overhead at one of the operating companies of Aztec.

NON-RECURRING ACQUISITION COSTS. Aztec incurred non-recurring acquisition
costs of $1.9 million for the nine months ended January 25, 1997 in conjunction
with three business combinations accounted for under the pooling-of-interests
method. These non-recurring acquisition costs included accounting, legal and
investment banking fees, real estate and environmental assessments and
appraisals and various regulatory fees. Generally accepted accounting principles
("GAAP") require Aztec to expense all acquisition costs (both those paid by
Aztec and those paid by the sellers of the acquired companies) related to
business combinations accounted for under the pooling-of-interests method. In
accordance with generally accepted accounting principles, the Company will be
unable to utilize the pooling-of-interests method to account for acquisitions
for a period of two years following the completion of the Strategic
Restructuring Plan. During this period, the Company will not reflect any
non-recurring acquisition costs in its results of

25
<PAGE>
operations, as all costs incurred of this nature would be related to
acquisitions accounted for under the purchase method and would, therefore, be
capitalized as a portion of the purchase consideration.

INTEREST EXPENSE. Interest expense, net of interest income, decreased
$139,000, from net interest expense of $141,000 for the nine months ended
January 25, 1997, to $2,000 for the nine months ended January 24, 1998. The
decrease was due primarily to the Company's pay down of debt due to an increase
in cash flows from operations during the nine months ended January 24, 1998.

PROVISION FOR INCOME TAXES. Provision for income taxes increased from $1.8
million for the nine months ended January 25, 1997 to $4.7 million for the nine
months ended January 24, 1998, reflecting effective income tax rates of 24.2%
and 41.7%, respectively. The low effective income tax rate for the nine months
ended January 25, 1997, compared to the federal statutory rate of 35.0% plus
state taxes, is the result of certain companies included in the results, which
were acquired in business combinations accounted for under the
pooling-of-interests method, not being subject to federal income taxes on a
corporate level as they had elected to be treated as subchapter S corporations
prior to being acquired by Aztec.

COMPARISON OF FISCAL YEAR ENDED APRIL 26, 1997 TO FISCAL YEAR ENDED MARCH 31,
1996

REVENUES. Consolidated revenues increased 19.5%, from $114.1 million in
fiscal 1996 to $136.3 million in fiscal 1997. This increase was primarily due to
increased sales to existing customers and sales to new customers in the
consulting and engineering services sector, the systems and network integration
sector, and the software development and integration services sector of the
business. Revenues in these sectors have a higher concentration of service
related revenues.

GROSS PROFIT. Gross profit increased 14.1%, from $29.9 million, or 26.3% of
revenues, in fiscal 1996 to $34.1 million, or 25.1% of revenues, in fiscal 1997.
The decrease in gross profit as a percentage of revenues was due primarily to a
higher concentration of business in the systems and network design and
implementation services sector which has inherently lower gross margin
percentages than the other sectors.

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses increased 4.9%, from $20.5 million, or 18.0% of revenues, in fiscal
1996 to $21.5 million, or 15.8% of revenues, in fiscal 1997. The decrease in
selling, general and administrative expenses as a percentage of revenues was due
primarily to operating efficiencies employed at Aztec and Aztec's ability to
increase its revenue base without a corresponding increase in fixed operating
costs.

NON-RECURRING ACQUISITION COSTS. Aztec incurred non-recurring acquisition
costs of $2.3 million in fiscal 1997 in conjunction with five business
combinations accounted for under the pooling-of-interests method.

INTEREST EXPENSE. Interest expense, net of interest income, increased
$152,000, from $4,000 in fiscal 1996 to $156,000 in fiscal 1997. The net
increase was due primarily to the reduction in interest income related to
short-term investments at one of the Pooled Companies. The proceeds from the
short-term investments were used to fund other working capital needs.

OTHER INCOME. Other income decreased $911,000, from $964,000 in fiscal 1996
to $53,000 in fiscal 1997. In fiscal 1996, other income consisted primarily of a
gain on the sale of a non-core line of business at one of the Pooled Companies
prior to its acquisition by Aztec.

PROVISION FOR INCOME TAXES. Provision for income taxes increased from
$750,000 in fiscal 1996 to $3.5 million in fiscal 1997, reflecting effective
income tax rates of 7.2% and 34.4%, respectively. The low effective income tax
rate for fiscal 1996, compared to the federal statutory rate of 35.0% plus state
taxes, is the result of certain companies included in the results, which were
acquired in business combinations accounted for under the pooling-of-interests
method, not being subject to federal income taxes on a

26
<PAGE>
corporate level as they had elected to be treated as subchapter S corporations
prior to being acquired by Aztec.

COMPARISON OF FISCAL YEAR ENDED MARCH 31, 1996 TO FISCAL YEAR ENDED MARCH 31,
1995

REVENUES. Consolidated revenues increased 28.2%, from $89.0 million in
fiscal 1995, to $114.1 million in fiscal 1996. This increase was primarily due
to increased sales to existing customers and sales to new customers in the
consulting and engineering services sector, the systems and network integration
sector, and the software development, and integration services sector of the
business. Revenues in these sectors have a higher concentration of service
related revenue.

GROSS PROFIT. Gross profit increased 29.4%, from $23.1 million, or 26.0% of
revenues, in fiscal 1995 to $29.9 million, or 26.3% of revenues, in fiscal 1996.
The increase in gross profit as a percentage of revenues was due primarily to
increased sales in the consulting and engineering services sector and the
telephony integration services sector of Aztec's business.

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses increased 37.3%, from $14.9 million, or 16.8% of revenues, in fiscal
1995 to $20.5 million, or 18.0% of revenues, in fiscal 1996. The increase in
selling, general and administrative expenses as a percentage of revenues was due
primarily to bonuses that were paid to the shareholders of one of the Pooled
Companies after the completion of the sale of a non-core line of business and
bonuses paid to the shareholders of other Pooled Companies for subchapter S
corporation tax payments.

INTEREST EXPENSE. Interest expense, net of interest income, decreased
$209,000, from $213,000 in fiscal 1995 to $4,000 in fiscal 1996. The net
decrease was due primarily to an increase in interest income at one of the
Pooled Companies which invested excess cash from operations in short-term
investments.

OTHER INCOME. Other income increased $853,000, from $111,000 in fiscal
1995, to $964,000 in fiscal 1996. In fiscal 1996, other income consisted
primarily of a gain on the sale of a non-core line of business at one of the
Pooled Companies prior to its acquisition by Aztec.

PROVISION FOR INCOME TAXES. Provision for income taxes increased from
$401,000 in fiscal 1995 to $750,000 in fiscal 1996, reflecting effective income
tax rates of 5.0% and 7.2%, respectively. The low effective income tax rates for
fiscal 1995 and fiscal 1996, compared to the federal statutory rate of 35.0%
plus state taxes, are the result of certain companies included in the results,
which were acquired in business combinations accounted for under the
pooling-of-interests method, not being subject to federal income taxes on a
corporate level as they had elected to be treated as subchapter S corporations
prior to being acquired by Aztec.

COMPARISON OF PRO FORMA NINE MONTHS ENDED JANUARY 24, 1998 TO NINE MONTHS ENDED
JANUARY 25, 1997

The pro forma combined financial data discussed herein does not purport to
represent the results that the Company would have obtained had the transactions
which are the subject of pro forma adjustments occurred at the beginning of the
applicable periods, as assumed, or the future results of the Company.

REVENUES. Pro forma revenues increased 10.8%, from $172.5 million for the
nine months ended January 25, 1997 to $191.1 million for the nine months ended
January 24, 1998. This increase was primarily due to increased sales to existing
customers and sales to new customers in the consulting and engineering services
sector, the systems and network integration sector, and the telephony
integration services sector of the business. Revenues in these sectors have a
higher concentration of service related revenue.

GROSS PROFIT. Pro forma gross profit increased 10.8%, from $44.6 million,
or 25.9% of pro forma revenues, for the nine months ended January 25, 1997, to
$49.4 million, or 25.9% of pro forma revenues for the nine months ended January
24, 1998.

27
<PAGE>
SELLING, GENERAL AND ADMINISTRATIVE. Pro forma selling, general and
administrative expenses increased 7.8%, from $30.1 million, or 17.5% of pro
forma revenues, for the nine months ended January 25, 1997, to $32.5 million, or
17.0% of pro forma revenues for the nine months ended January 24, 1998. This
decrease in selling, general and administrative expenses as a percentage of
revenues was primarily due to the Company's revenues increasing at a faster rate
than the selling, general and administrative expenses which were predominantly
fixed in nature during the nine months ended January 24, 1998.

PROVISION FOR INCOME TAXES. Provision for income taxes has been estimated
using an effective income tax rate of 44.0%. The high effective tax rate,
compared to the federal statutory rate of 35.0%, was primarily due to
nondeductible goodwill amortization.

LIQUIDITY AND CAPITAL RESOURCES

At January 24, 1998, Aztec had cash of $117,000 and working capital of $31.8
million. Aztec's capitalization, defined as the sum of long-term debt, long-term
payables to U.S. Office Products and stockholder's equity, at January 24, 1998
was approximately $100.5 million. On a pro forma basis at January 24, 1998,
Aztec had working capital of $23.9 million and capitalization of $92.5 million.

During the nine months ended January 24, 1998, net cash provided by
operating activities was $7.3 million. Net cash used in investing activities was
$1.4 million, which consisted primarily of $1.3 used for additions of property,
plant, and equipment. Net cash used in financing activities was $6.9 million,
including $1.5 million that was paid to U.S. Office Products as part of U.S.
Office Products' centralized cash management process, $1.3 million in dividends
paid by one of the Pooled Companies and the repayment of $2.1 million in
short-term debt. After the Technology Distribution such cash paid to U.S. Office
Products would be retained but Aztec will need to use its own cash resources for
acquisitions and other cash requirements.

During the nine months ended January 25, 1997, net cash provided by
operating activities was $5.3 million. Net cash used in investing activities was
$3.3 million, which consisted primarily of a tax deposit at one of the Pooled
Companies of $1.3 million and $1.2 used to pay non-recurring acquisition costs.
Net cash used in financing activities was $5.3 million, which resulted primarily
from $4.1 million in dividends paid by certain Pooled Companies.

During fiscal 1997, net cash provided by operating activities was $6.3
million. Net cash used in investing activities was $3.9 million, which consisted
primarily of $1.8 million in payments of non-recurring acquisition costs in
conjunction with the acquisitions of certain Pooled Companies and a tax deposit
at one of the Pooled Companies of $1.3 million. Net cash used in financing
activities of $6.8 million resulted from the repayment of $5.5 million in
short-term debt and $4.3 million in dividends paid by certain of the Pooled
Companies. These cash outflows were partially offset by $3.6 million in advances
from U.S. Office Products.

During fiscal 1996, net cash provided by operating activities was $4.3
million. Net cash provided by investing activities was $306,000 consisting of
$1.3 million in proceeds from the sale of a non-core line of business at one of
the Pooled Companies which was partially offset by $552,000 used for additions
to property and equipment and $421,000 paid in deposits. Net cash used in
financing activities was $3.0 million which resulted from $7.4 million in
dividends paid by certain of the Pooled Companies, partially offset by
borrowings of $3.7 million and $1.2 million in short-term and long-term debt,
respectively.

During fiscal 1995, net cash provided by operating activities was $6.1
million. Net cash used in investing activities was $959,000, which primarily
resulted from $888,000 used in additions to property and equipment. Net cash
used in financing activities was $1.7 million, which primarily consisted of $3.1
million in dividends paid by certain of the Pooled Companies partially offset by
$2.1 million in additional long-term borrowings.

28
<PAGE>
Aztec's anticipated capital expenditures budget for the next twelve months
is approximately $4.0 million. The largest items include $1.5 million for Year
2000 compliance, and other amounts for infrastructure improvements (including
computer equipment and service vehicles).

The Distribution Agreement with U.S. Office Products calls for the
allocation of $5.0 million of debt by U.S. Office Products resulting in
incremental debt of $2.3 million at January 24, 1998, which will be reflected in
the financial statements as a reduction in stockholder's equity. Aztec has
entered into a commitment letter with BankBoston, N.A. for the $200 million
Proposed Credit Facility. The commitment is conditioned on, among other things,
the absence of material adverse changes to Aztec's business, and the Proposed
Credit Facility itself will be conditioned on, among other things, the
satisfactory completion of due diligence, Aztec having a satisfactory capital
and corporate structure, and the negotiation, execution, and delivery of
satisfactory documentation. There can be no assurance that these conditions will
be satisfied. On closing of the Proposed Credit Facility, which is expected to
occur on the earlier of 75 days following the Spin-Off or August 15, 1998, Aztec
will have access to the full $200 million amount; as of June 9, Aztec will have
access to an interim unsecured $15 million working capital line of credit. The
Proposed Credit Facility will mature five years from the closing date of the
Proposed Credit Facility; will be secured by all material assets of Aztec; and
will be subject to terms and conditions customary for facilities of this kind,
including certain financial covenants. Interest rate options will be available
to Aztec depending on the satisfaction of certain specified financial ratios.

As a result of the provisions of Section 355 of the Internal Revenue Code,
the Company may be subject to constraints in its ability to issue additional
shares of Common Stock in certain transactions for two years following the date
of the Technology Distribution. In particular, if 50% or more, by vote or value,
of the capital stock of Aztec is acquired by one or more persons acting pursuant
to a plan or series of transactions that includes the Technology Distribution,
Aztec will suffer significant tax liability. Aztec will evaluate any significant
future issuance of capital stock to avoid the imposition of such tax liability.
See "Risk Factors--Possible Limitations on Issuance of Common Stock."

The Company anticipates that its current cash on hand, cash flow from
operations, the net proceeds from the Offering and additional financing
available under the Credit Facility will be sufficient to meet the Company's
liquidity requirements for its operations through the end of fiscal 1999.
However, the Company intends to pursue acquisitions which are expected to be
funded through a combination of cash and shares of Common Stock. There can be no
assurances that additional sources of financing will not be required during the
next 12 months or thereafter.

VARIABILITY OF QUARTERLY OPERATING RESULTS

The Company has experienced and may in the future continue to experience
fluctuations in its quarterly operating results. Factors that may cause the
Company's quarterly operating results to vary include the number of active
client projects, the requirements of client projects, the termination of major
client projects, the loss of major clients, the timing of new client
engagements, and the timing of personnel cost increases. Certain of these
factors may also affect the Company's personnel utilization rates which may
cause further variation in quarterly operating results. The timing of revenues
is difficult to forecast because the Company's sales cycle is relatively long
and the Company's services are impacted by both the financial condition and
management decisions of its clients and general economic conditions. Because a
high percentage of the Company's expenses are relatively fixed at the beginning
of any period and the Company's general policy is to not adjust its staffing
levels based upon what it views as short-term circumstances, a variation in the
timing of the initiation or the completion of client assignments, particularly
at or near the end of any quarter, can cause significant variations in operating
results from quarter to quarter and could result in losses for any particular
period. In addition, many of the Company's engagements are, and may be in the
future, terminable by its clients without penalty. A termination of a major
project could require the Company to maintain under-utilized employees,
resulting in a higher than expected percentage of unassigned professionals, or
to terminate the employment of excess personnel. Due

29
<PAGE>
to all of the foregoing factors, there can be no assurance that the Company's
results of operations will not be below the expectations of investors for any
given fiscal period.

The following table sets forth certain unaudited quarterly financial data
for fiscal 1996, fiscal 1997 and the three fiscal quarters ended January 24,
1998 (in thousands). The information has been derived from unaudited
consolidated financial statements that, in the opinion of management, reflect
adjustments consisting only of normal recurring accruals necessary for a fair
presentation of such quarterly information.

<TABLE>
<CAPTION>
FISCAL YEAR ENDED MARCH 31, 1996
------------------------------------------
FIRST SECOND THIRD FOURTH
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenues.............................................................. $ 30,536 $ 27,653 $ 27,173 $ 28,693
Gross profit.......................................................... 9,490 7,462 6,249 6,741
Operating income (loss)............................................... 5,296 3,036 1,222 (122)
Net income............................................................ 5,315 2,936 1,103 288
</TABLE>

<TABLE>
<CAPTION>
FISCAL YEAR ENDED APRIL 26, 1997
------------------------------------------
FIRST SECOND THIRD FOURTH
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenues.............................................................. $ 34,263 $ 31,898 $ 35,134 $ 34,983
Gross profit.......................................................... 7,982 7,608 9,656 8,903
Operating income (1).................................................. 2,695 1,779 3,229 2,647
Net income............................................................ 2,617 1,315 1,625 1,166
</TABLE>

<TABLE>
<CAPTION>
FISCAL YEAR ENDING APRIL 25,
1998
-------------------------------
FIRST SECOND THIRD
--------- --------- ---------
<S> <C> <C> <C> <C>
Revenues.............................................................. $ 42,730 $ 36,875 $ 62,907
Gross profit.......................................................... 9,047 9,718 15,852
Operating income...................................................... 2,749 3,687 4,816
Net income............................................................ 1,636 2,233 2,703
</TABLE>

- ------------------

(1) Reflects a one-time charge of $1,105, $801, and $368 for the second, third,
and fourth quarters, respectively, for non-recurring acquisition costs.

INFLATION

Aztec does not believe that inflation has had a material impact on its
results of operations during fiscal 1995, fiscal 1996 or fiscal 1997.

NEW ACCOUNTING PRONOUNCEMENT

REPORTING COMPREHENSIVE INCOME. In June 1997, FASB issued SFAS No. 130,
"Reporting Comprehensive Income." SFAS No. 130 establishes standards for the
reporting and display of comprehensive income and its components (revenues,
expenses, gains, and losses) in a full set of general purpose financial
statements. SFAS No. 130 requires that all items required to be recognized under
accounting standards as components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as other
financial statements. SFAS No. 130 is effective for fiscal years beginning after
December 15, 1997. Reclassification of financial statements for earlier periods
provided for comparative purposes is required. Aztec intends to adopt SFAS No.
130 in the fiscal year ended April 24, 1999.

YEAR 2000 ISSUE

Many existing computer programs were designed and developed without
considering the impact of the upcoming change in the century and consequently
use only two digits to identify a year in the date field. If not corrected, many
computer applications could fail or create erroneous results by or at the year
2000 (the "Year 2000 Issue"). The Company has reviewed the potential impact of
the Year 2000 Issue on its business, operations and financial condition and has
concluded that it will not be material.

30
<PAGE>
BUSINESS

The following discussion of the Company's business contains forward-looking
statements that involve risks and uncertainties. When used herein, the words
"anticipate," "believe," "estimate," "expect," and similar expressions are
intended to identify such forward-looking statements. The Company's actual
results could differ materially from those discussed herein. Factors that could
cause or contribute to such differences include, but are not limited to, those
discussed in "Risk Factors," "Management's Discussion and Analysis of Financial
Conditions and Results of Operations," and "Business," as well as those
discussed elsewhere in the Prospectus.

OVERVIEW

Aztec is a single-source provider of a broad range of IT business solutions.
Aztec currently consists of ten companies who have been in business for an
average of over 15 years, with a history of superior client service. These
companies offer complementary IT solutions, which allow Aztec to be a "one-stop"
IT solutions provider in the Northeast region of the United States while
providing personalized services to its clients on a regional and local basis.
Aztec's clients include middle market and Fortune 1000 companies in a wide range
of industries (including communications, health care, financial services,
government, manufacturing, pharmaceuticals, professional services, and
technology). In 1997, Aztec, which employs over 1,000 people (approximately 65%
of whom are technical professionals), provided services to over 2,000 customers.
For the fiscal year ended April 26, 1997, Aztec had revenues of $136.3 million
and net income of $6.7 million. Over the same period of time and taking into
account all purchase acquisitions since May 1, 1996, pro forma revenues would
have been $228.9 million and pro forma net income would have been $9.5 million.

Aztec's broad range of complementary IT business solutions includes: (i)
consulting and engineering services; (ii) systems and network design and
implementation services; (iii) software development and implementation services;
(iv) IT support and operational services; and (v) telephony design and
integration services. Aztec is currently providing this broad range of services
in the Northeast region of the United States, and certain of these services in
other regions of the United States. Aztec intends to extend its comprehensive
services offerings to the other regions of the United States. Aztec is dedicated
to delivering IT services and support for all the major technology needs of its
clients, which include a variety of operating systems (NT, Unix, VMS, Netware,
SunOS, Digital Open VMS, and OS/2) on a variety of hardware platforms (Intel,
Sun, HP, and Digital). In addition, Aztec supports its clients' hardware and
software needs related to the World Wide Web and high-end telephony systems.

Aztec's objective is to service its clients' strategic business needs by
becoming their sole IT solutions provider. Aztec intends to grow through a
combination of targeted strategic acquisitions and internal growth. Aztec's
acquisition strategy is to extend its range of services to the regions outside
of the Northeast by acquiring existing, profitable businesses, rather than
start-up operations. Aztec's internal growth strategies include (i) capitalizing
on existing cross-selling opportunities and (ii) expanding its IT solutions
offerings. Aztec plans to encourage and manage cross-selling through a
company-developed proprietary software communication tool that will permit it to
review and manage sales leads generated at any level of Aztec's operations,
reinforced by compensation incentives.

AZTEC INTERNATIONAL

Founded in 1983, Aztec International is a leading provider of cost-effective
service for telecommunications equipment. With facilities strategically
positioned across the United States, Aztec International is

31
<PAGE>
able to provide OEM rework, secondary telecommunications equipment sales, and
repair for key systems, telephone PBX, telephones and printed circuit boards.
Aztec International holds the distinction of being among the few organizations
in the tele-service industry that is trained for and has been awarded ISO-9002
Certification. Aztec International is headquartered in South Norwalk,
Connecticut, and as of December 31, 1997, had 91 employees.

BAY STATE COMPUTER GROUP

Founded in 1984, Bay State is a leading enterprise service provider,
offering solutions to both mid-size and large corporate entities. As a
full-service, multi-platform design and implementation company, Bay State
provides the engineering expertise to design, configure, implement, manage and
support a wide variety of enterprise IT environments. Bay State's areas of
expertise include strategic design and process re-engineering, Internet/intranet
development, IT infrastructure, connectivity and security services, performance
management, and engineering outsourcing for both short- and long-term technology
projects. Bay State is headquartered in Boston, Massachusetts and as of December
31, 1997, had 175 employees.

COMPEL CORPORATION

Founded in 1979, Compel designs and installs full-service communication
networks, providing a broad spectrum of solutions to handle data, voice, and
video. Using a staff of Registered Communications Distribution Designers, Compel
integrates fiber optics into customer networks. Compel's expertise ranges from
developing enterprise criteria, documenting topology, and providing
implementation to evaluating performance. Compel is headquartered in Silver
Springs, California, and as of December 31, 1997, had 321 employees.

DIGITAL NETWORK ASSOCIATES

Founded in 1986, Digital Network Associates designs, installs, and supports
complex enterprise IT solutions. Digital Network Associates' solutions encompass
strategic planning, network design, project management, training, customer
support, and engineering services. Digital Network Associates also provides
application development in client/server, wireless client/server, groupware
collaboration, and multimedia applications. Digital Network Associates is
headquartered in New York City, and as of December 31, 1997, had 45 employees.

ENTRA COMPUTER CORP.

Founded in 1984, Entra's professional programmers develop specialized,
integrated applications for a variety of vertical industries, integrating
software for customers using popular programming languages and database
software. Entra also has a large engineering staff who design and integrate
enterprises as well as a dedicated division of Computer Aided Design engineers,
and a team that provides training for operating systems and applications. Entra
is headquartered in Youngstown, Ohio, and as of December 31, 1997, had 49
employees.

FORTRAN

Founded in 1983 by telecommunications engineers, Fortran has experience with
the attributes of a wide variety of telecommunications systems, and uses this
experience to develop failsafe systems for specific client environments ranging
from simple turnkey systems to complex voice data communications systems.
Fortran designs and integrates telecommunications systems and solutions to meet
the individual needs and requirements of its clients. Fortran engineers have
expertise in Integrated Services Digital Networks ("ISDN"), and in integrating
LAN, data and voice communications, video conferencing, voicemail and voice
processing into the ISDN of the future. Fortran is headquartered in Newington,
Virginia, and as of December 31, 1997, had 58 employees.

32
<PAGE>
MAHON

Founded in 1979, Mahon develops turnkey data, voice and video integrated
solutions. Mahon designs, installs, and maintains enterprise, telephone/voice
processing systems, and video conferencing systems. Mahon maintains a large
staff of Registered Communications Distribution Designers who provide custom
solutions for complete voice, data and video infrastructures that scale to
individual customer requirements. Mahon also has expertise in telephony
applications, including automatic call distribution, unified messaging, and
interactive voice response. Mahon is headquartered in Boston, Massachusetts, and
as of December 31, 1997, had 97 employees.

OFFICE EQUIPMENT SERVICE

Founded in 1972, Office Equipment Service provides enterprise services,
including document management solutions and technical support. Office Equipment
Service provides consultations to evaluate customer needs using a variety of
diagnostic methods and tools, ranging from user surveys to sophisticated
enterprise-monitoring devices that pinpoint areas for improvement. Office
Equipment Service is headquartered in Memphis, Tennessee, and as of December 31,
1997, had 89 employees.

PROFESSIONAL COMPUTER SOLUTIONS

Founded in 1985, Professional Computer Solutions is a leading software
development and consulting firm specializing in groupware and messaging systems,
data warehousing, Web-based development, n-tier client/server, and application
rightsizing. Professional Computer Solutions provides failsafe solutions to
clients' business needs, delivering complete enterprise designs with application
development and post-implementation support to ensure that clients realize all
of the system's benefits. Professional Computer Solutions is headquartered in
Englewood, New Jersey, and as of December 31, 1997, had 80 employees.

PROFESSIONAL NETWORK SERVICES

Founded in 1989, Professional Network Services provides comprehensive
enterprise solutions and helps organizations evaluate constantly-changing
technologies. Professional Network Services designs infrastructure, defines
service level objectives, and develops appropriate enterprise management
practices to support service levels. Professional Network Services also provides
video-conferencing and technical support to customers. Professional Network
Services is headquartered in Trumbull, Connecticut, and as of December 31, 1997,
had 62 employees.

MARKET AND INDUSTRY OVERVIEW

Since the mid-1980's, dramatic changes have occurred in the delivery of IT
solutions to end users. With the development of the personal computer, computing
power has migrated from centralized mainframes using proprietary software
applications to decentralized, scalable architectures and Web-enabled systems
integrating personal computers, client/server networking technology, and
fourth-generation object-oriented programs. Attendant to this major expansion of
distributive data processing are corresponding cultural changes in the corporate
delivery of IT services. No longer is information processed, controlled, and
disseminated by a single central corporate data processing function. The arrival
of distributive data processing has reduced the extent to which IT manufacturers
directly relate to end users. The IT fulfillment process has shifted from
manufacturers to third-party IT providers such as Aztec.

Businesses increasingly turn to outside organizations such as Aztec for
efficient design, development, and implementation of IT systems. Based on
industry sources that Aztec believes are reliable, Aztec believes that the
United States market for outsourced IT services is expected to grow from
approximately $13 billion in 1996 to approximately $24 billion in 2001. Due in
part to the rapid pace of technological change coupled with the scarcity of
skilled IT professionals, business solutions frequently are too sophisticated
and complex for a company to undertake itself. Moreover, Aztec believes the cost
of

33
<PAGE>
developing complex business solutions in-house has generally exceeded the
internal resources of the business. In addition, the increased use of outside IT
solutions firms is being driven by competitive pressures requiring rapid
implementation of new systems and the adverse effects of selecting inappropriate
or outdated technology. Additionally, many companies have made a strategic
decision to focus on their core competencies, minimize their fixed costs, and
reduce their workforce, thereby preventing them from investing in large IT
staffs.

The business community increasingly demands multifunctional networks that
can simultaneously support any combination of voice, data, and video services
accessible from wireline and wireless terminal devices. For example,
telecommunications service providers are beginning to offer multifunctional
services, such as ISDN, which allows for the dynamic allocation of bandwidth
between any combination of voice, data, and video, and individual call routing.
Aztec believes that traditionally distinct telecommunications networks and data
networks increasingly will be built on the same technical platforms.

Data communication solutions have also become standard commodity solutions
where hubs and routers are now available to solve the complex problems of
enterprise-wide information flow. These products were developed by a multitude
of new small IT manufacturers. No longer do a few large computer manufacturers
have a stranglehold on data communication system configuration and deployment.
Today, an optimal IT business solution can be designed and implemented by small,
agile business solution providers who have the professional expertise to bring
together products and services from a multitude of vendors.

More recent technological developments have introduced applications that
capitalize on "cyberspace" and create additional opportunities for business
solution companies to provide: (i) programming and consulting services for
Web-enabled applications that allow them to be accessed by customers, employees,
and trading partners using low-cost Internet/intranet technology; (ii)
consulting and design services for Internet-specific products, such as
firewalls, Internet security systems, and network management; and (iii)
integrated voice and data systems that provide networks replacing existing
separate telephone systems and cable plants.

Demand for IT services has grown significantly and the nature of the IT
services industry has changed. Based on industry sources that Aztec believes are
reliable, Aztec believes that the domestic market for IT professional services
(consulting, systems integration, applications development, and outsourcing
services) was approximately $73 billion in 1996 and is estimated to grow to
approximately $148 billion by the year 2001. Based on industry sources that
Aztec believes are reliable, Aztec believes that consulting, development, and
integration markets are experiencing record growth, with revenue growth for the
top 20 consulting, development and integration companies averaging 25% between
1995 and 1996. Furthermore, the IT service industry is highly-fragmented, with a
small number of large national service providers and a large number of small-
and medium-sized providers, typically regional in scope. Recently, the
industry has experienced an increase in consolidation activity that Aztec
believes is driven in part by corporate demands for single-source IT providers.

Aztec believes it is well positioned to capitalize on these developments by
providing focused IT expertise in a cost-effective manner to existing and
potential clients, and by identifying and acquiring complementary businesses in
this industry.

BUSINESS STRATEGY

Aztec's objective is to service its clients' strategic business needs by
becoming their sole IT solutions provider. By fostering a long-term relationship
with the customer and providing a superior level of service, Aztec will seek to
expand its current market presence and reputation. Aztec intends to grow through
a combination of targeted strategic acquisitions and internal growth.

34
<PAGE>
GROWTH BY ACQUISITION.

Aztec's acquisition strategy is to identify profitable, well-managed
companies that provide services that complement the services already provided by
Aztec, and facilitate Aztec's expansion throughout the United States. Aztec's
acquisition program will have as its goals the extension of the IT business
solutions offerings that it already has in place in the Northeast region of the
United States and the expansion of its cross-selling opportunities. Aztec will
seek to expand its geographic scope by acquiring existing, profitable
businesses, rather than through start-up operations. Given the highly fragmented
nature of the IT services and solutions industry, Aztec believes significant
acquisition opportunities exist. Aztec intends to retain the distinctive skills
of the companies it acquires so as to avoid diluting the focus and market
identity of such acquired companies.

In furtherance of its acquisition strategy, Aztec routinely reviews, and
conducts investigations of, potential acquisitions of technology solutions
businesses. When Aztec believes a favorable opportunity exists, it enters into
discussions with the owners of such businesses regarding the possibility of an
acquisition by Aztec. As of the date of this Prospectus, Aztec currently does
not have any agreements for pending acquisitions and no acquisitions are
probable.

INTERNAL GROWTH.

CAPITALIZING ON EXISTING CROSS-SELLING OPPORTUNITIES. Aztec's operating
companies are each regional IT solutions providers that provide complementary IT
solutions. Because each of these companies has extensive project management
experience and client relationships, each has familiarity with the needs of
their particular clients that can be shared with other operating companies.
Similarly, clients value having a "one-stop shopping" relationship with a
technology solutions provider who is familiar with their technical environment.
Accordingly, Aztec believes that its existing long-term client relationships
provide substantial cross-selling opportunities. Aztec plans to encourage and
manage cross-selling through a Company-developed proprietary software
communication tool that will permit it to review and manage sales leads
generated at any level of Aztec's operations, reinforced by compensation
incentives.

EXPANDING IT SOLUTIONS OFFERINGS. Aztec has historically derived a greater
portion of its revenues from IT projects involving consulting and engineering
services. Aztec plans to continue to focus on these services, which are
described below under "--The Aztec Solution, Consulting and Engineering
Services." Aztec has contractual strategic alliances with IBM, Sun Microsystems,
Hewlett Packard, Compaq, Digital, and over fifty other manufacturers of IT
equipment. As a result, Aztec can recommend the best IT business solutions for
its clients without being restricted by narrow product offerings, providing
Aztec the opportunity to grow its consulting and engineering business.

Aztec also believes that it has significant opportunities to expand its
software development and implementation services, which are described below
under "The Aztec Solution--Software Development and Implementation Services."
This business has historically accounted for a smaller portion of Aztec's
revenues, and Aztec believes that it has the expertise to extend these services
to other regions in the United States where the Company does not currently offer
them.

35
<PAGE>
THE AZTEC SOLUTION

Aztec offers its clients a single source for IT business solutions and
services. Aztec seeks to foster a relationship with the client that will allow
Aztec to become its clients' "one-stop shop" for total IT business solutions.
The five sectors of Aztec's business and the services provided within each
sector are:

CONSULTING AND ENGINEERING SERVICES

- Business process reengineering

- IT needs analysis

- Technology infrastructure planning and design

- Systems architecture development

- Decision support planning and analysis

- Year 2000 planning and consulting

- Solution design and development

Aztec's technical and sales professionals deliver these IT business
solutions through the client's chief information officer or chief financial
officer. In providing these consulting and engineering services, Aztec
establishes long-term relationships with its clients that it believes will offer
future opportunities to expand the level of service and support required to meet
clients' needs.

SYSTEMS AND NETWORK DESIGN AND IMPLEMENTATION SERVICES

- LAN and WAN client/server design and
integration

- Internet/intranet infrastructure design and integration

- Voice and data communication infrastructure

- Communication network solutions involving hubs, routers, and switches

- Capacity planning

- Network performance management

- Connectivity and security services

Aztec delivers enterprise-wide turnkey IT business solutions by combining
its business knowledge with technical expertise concerning hardware, software,
and support capabilities to achieve the client's goals. These solutions address
client needs for high bandwidth applications, from transaction processing to
Internet commerce.

Aztec designs, develops, and installs full application-ready, distributed
client/server computing platforms and integrates them into existing IT
infrastructures. Capabilities include project planning, technology integration
and installation that maximizes system performance and delivery of computing
solutions in the most cost-effective way, assuring flexible, open systems
capable of integrating into tomorrow's new technologies.

SOFTWARE DEVELOPMENT AND IMPLEMENTATION SERVICES

- Custom client/server software design and development

- Internet/intranet software solutions design
and development

- Customization of business software

- Data warehousing design and development

- Object-oriented design and development

- Reseller of leading fourth-generation
database tools and applications

- Reseller of document management and
imaging software

Aztec designs systems that allow groups of various sizes in multiple
locations to collaborate across business lines and functions. It uses data
warehousing tools and technology processes to give clients decision support
information, sales and marketing intelligence systems, and other strategic
knowledge tools. Aztec's Internet services help clients exploit the full
potential of information processing on both the global Internet and on corporate
intranets. Aztec is a certified reseller and supporter of products of the
leading software manufacturers, including Microsoft, Oracle, Sybase, and
Borland, incorporating the latest technology and techniques. Aztec emphasizes
keeping up with the rapid change of technology by

36
<PAGE>
employing highly-qualified strategists and technologists, forming alliances with
key tool and database vendors, participating in beta programs for new products,
and by participating in and attending major technical conferences.

IT SUPPORT AND OPERATIONAL SERVICES

- Outsourcing of IT professional services

- Outsourcing of IT product procurement

- Engineering and network management
services

- Facility infrastructure cabling and installation

- Warranty support

- Help desk support

- Hardware and software maintenance and
support

Aztec provides both short- and long-term temporary technical expertise to
address a wide range of network operation and project needs, including LAN and
WAN management, systems management, and system administration.

TELEPHONY DESIGN AND INTEGRATION SERVICES

- Design and integrate telecommunications systems

- Design and integrate ISDN networks

- Telephone PBX and key-system procurement and installation

- Voicemail systems installation

- Voice response units installation

- Warranty support

Aztec seeks to maintain current knowledge of the attributes of all
telecommunications systems, and to use this knowledge to develop systems for
specific client environments--from simple key systems to complex voice/data
communications systems.

Aztec recognizes the importance of global ISDN communication, and has the
ability to integrate LAN, data and voice communications, video conferencing,
voicemail and voice processing into the ISDN of the future.

37
<PAGE>
The following graphic shows the IT business solutions offered by each of
Aztec's ten operating companies: Aztec International, Bay State, Compel, Digital
Network Associates ("DNA"), Entra, Fortran, Mahon, Office Equipment Service
("OES"), Professional Computer Solutions ("PCSI") and Professional Network
Services, Inc. ("PNS"):

[LOGO]

OPERATIONS

DECENTRALIZED MANAGEMENT. Each of Aztec's operating companies currently
manages its own business on a decentralized basis, with management direction and
oversight provided by the Chairman and Chief Executive Officer of Aztec, the
Chief Operating Officer, the Executive Vice President and Chief Financial
Officer and with functional support from U.S. Office Products. Aztec intends to
continue to operate with a decentralized management structure that it believes
will enable it to deliver superior client service and a motivating environment
for its operating companies, and that will minimize corporate-level overhead.
Aztec anticipates that finance, accounting, legal, management information
systems, treasury, employee benefits, and certain purchasing arrangements will
be managed or provided on a centralized basis. In addition, Aztec's senior
management will be responsible for implementing the Company's internal growth
and acquisition strategies. In particular, senior management will be assigned
responsibility for expanding cross-selling opportunities among the operating
companies.

Each of the present operating companies and any subsequently acquired
businesses will manage the professional services and technical support of their
respective businesses in a manner consistent with their traditional local
practices and as dictated by client needs. Depending on its size and the
services it provides, each operating company will employ its own senior
technical and sales professionals, including project managers, engineers,
technicians and developers, marketing personnel, and recruiters and
administrative personnel. Aztec will seek to identify and implement
opportunities to consolidate overlapping

38
<PAGE>
functions and achieve cost savings, if consistent with the client-service
objectives of the operating companies. As Aztec grows through acquisitions,
especially into other geographic regions, it may consider establishing regional
divisions to consolidate and improve administrative support functions.

SALES AND MARKETING. Aztec will focus its sales and marketing efforts on
companies with complex computing and communications requirements located
throughout the United States. To develop its clients, who will be principally
the chief information officers and chief financial officers of corporations,
Aztec will use a combination of sales engineering and consulting sales services,
including trade shows, professional seminars and radio advertisements. As of
December 31, 1997, Aztec employed 133 sales people across the country.

RETENTION OF SKILLED TECHNICAL AND SALES PROFESSIONALS. Aztec believes that
it must be able to attract and retain skilled technical and sales professionals
to achieve its business goals. To maximize the long-term retention of these
professionals, Aztec intends to put in place an aggressive performance-based
employee retention program. The program is expected to include: stock options; a
professional education policy; a progressive human resources program; and other
benefits designed to enhance long-term employee retention.

COMPETITION

The IT solutions market includes a large number of participants, is subject
to rapid changes, and is highly competitive. The Company competes with, and
faces potential competition for client assignments and experienced personnel
from, a number of companies that have significantly greater financial, technical
and marketing resources, generate greater revenues than does the Company, and
have greater name recognition. The Company believes that the principal
competitive factors in the segment of the industry in which the Company competes
include scope of services, service delivery approach, technical and industry
expertise, perceived value, objectivity and results orientation. The Company
believes that its ability to compete also depends in part on a number of
competitive factors outside of its control, including the ability of its
competitors to hire, retain and motivate senior project managers, the price at
which others offer comparable services and the extent of its competitors'
responsiveness to customer needs. There can be no assurance that the Company
will be able to compete successfully with its competitors in the future.

Aztec's principal competitors include Lucent Technologies Inc., Bell
Atlantic Corporation, Sapient Corporation, Cambridge Technology Partners
(Massachusetts), Inc., Digital Equipment Corporation, and International Business
Machines Corporation.

LEGAL PROCEEDINGS

Aztec is involved from time to time in legal proceedings arising in the
ordinary course of business. There are currently no material legal proceedings
pending to which Aztec is a party or to which any of its property is subject.

EMPLOYEES

As of January 1, 1998, Aztec employed 1,067 persons, of whom approximately
692 were technical professionals. Most of Aztec's employees work in professional
(including sales), admistrative, and technical positions. 297 of Aztec's
employees are represented by a labor union or subject to a collective bargaining
agreement. Aztec believes that its employee relations are generally good.

PROPERTIES

Aztec's headquarters are located in Boston, Massachusetts. In addition to
its headquarters, Aztec leases office and warehouse space in a number of
locations across the United States. Aztec does not believe that any of these
locations are material to its operations. The leases expire at various times
between 1998 and 2004.

39
<PAGE>
MANAGEMENT

DIRECTORS, OFFICERS, AND KEY EMPLOYEES

Following the Offering, it is anticipated that the directors, officers, and
key employees of Aztec will be as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ----------------------------------------------------- --- -----------------------------------------------------
<S> <C> <C>
James E. Claypoole................................... 64 Chairman, Chief Executive Officer and Director*
Ira Cohen............................................ 44 Chief Operating Officer*
Douglas R. Johnson................................... 45 Executive Vice President and Chief Financial Officer*
Lawrence M. Howell(1)(2)............................. 53 Director
Jonathan J. Ledecky.................................. 40 Director
Clifford Mitman, Jr.(1)(2)........................... 59 Director
Benjamin Tandowski(2)................................ 50 Director and President of Professional Computer
Solutions
Phillip Arturi....................................... 40 President of Professional Network Services
Richard G. Erickson.................................. 36 President of Digital Network Associates
Thomas J. Foley...................................... 43 President of Bay State
Larry Glaser......................................... 38 President of Fortran
Kelby Knoedler....................................... 47 President of Entra
James Mahon.......................................... 50 President of Mahon
Robert McClory....................................... 53 President of Compel
Jack Meehan.......................................... 48 President of Aztec International
Darren Metz.......................................... 35 President of Office Equipment Service
</TABLE>

- ------------------

* Executive Officer

(1) Member of the Audit Committee

(2) Member of the Compensation Committee

JAMES E. CLAYPOOLE has served as Chairman, Chief Executive Officer and
Director of Aztec since February 1998. He founded and has served as President of
Bay State Computer Group, an operating company of Aztec, since 1984 and as
Chairman of U.S. Office Products' Technology Solutions division since 1996. For
the past 15 years, Mr. Claypoole has served as a member of the board of
directors of the Digital Dealers Association and was its President from 1992 to
1994. He was Chairman of the Digital Dealers Association in 1995. Mr. Claypoole
has also served on a variety of manufacturers' councils.

IRA COHEN has served as Chief Operating Officer of Aztec since March 1998.
Since 1996, Mr. Cohen had worked as an independent consultant. Mr. Cohen founded
Copley Management Associates, a technology management consulting company, in
1979. In 1984, Mr. Cohen merged Copley Management Associates with DataTrend to
form Copley Systems, Inc. In 1993, after selling Copley Systems, Inc. (which had
grown from $2 million in annual revenue to $104 million in annual revenue over
the preceding nine years), Mr. Cohen was employed by CIC Systems as Chief
Operating Officer of its Copley Division from 1993 through 1996. Mr. Cohen's
non-compete agreement with CIC Systems has expired.

DOUGLAS R. JOHNSON has served as Executive Vice President and Chief
Financial Officer of Aztec since March 1998. Prior to coming to Aztec, Mr.
Johnson held the position of Vice President and Chief Financial Officer of Clam
Associates Incorporated during 1997. Mr Johnson was Executive Vice President and
Chief Financial Officer of Discreet Logic Incorporated from 1995 to 1996. He
also held the position of Vice President of Finance and Administration and Chief
Financial Officer of Fusion Systems Corporation from 1993 to 1995. From 1990 to
1993, Mr. Johnson was Chief Financial Officer and Treasurer of Excalibur

40
<PAGE>
Technologies Corporation. From 1981 to 1990, Mr. Johnson held various positions
at the Marriott Corporation, serving finally as Vice President of Finance in
that company's services group. Mr. Johnson is a Certified Public Accountant.

LAWRENCE M. HOWELL has served as a Director of Aztec since June 1998. Since
January 1996, Mr. Howell has been Managing Partner of Howell Capital, an
investment banking advisory firm. From January 1993 to January 1996, Mr. Howell
was employed by Morgan Stanley & Co. Incorporated, an investment banking firm,
where he served as Managing Director and most recently as Advisory Director.
From May 1970 to January 1993, he was employed in the investment banking
division of Goldman Sachs & Co., an investment banking firm. Mr. Howell holds a
Bachelor of Business Administration from the University of Texas and a Master of
Business Administration from Southern Methodist University. Mr. Howell is a
Director of ULTRADATA Corporation, a NASDAQ listed information management
software company serving the financial institution industry.

JONATHAN J. LEDECKY has served as a Director of Aztec since June 1998 and
will serve as an employee of Aztec and the other Spin-Off Companies as of the
Distribution Date. Mr. Ledecky founded U.S. Office Products in October 1994,
will serve as Chairman of the Board until the Distribution Date, and served as
its Chief Executive Officer until November 1997. He founded Consolidation
Capital Corporation in February 1997 and serves as its Chairman and Chief
Executive Officer. Mr. Ledecky has also served as non-executive Chairman of the
Board of USA Floral Products, Inc. since April 1997 and as a director of
UniCapital Corporation, since October 1997. Mr. Ledecky served from 1989 to 1991
as the President of The Legacy Fund, Inc., a wholly owned subsidiary of
Steelcase Inc., the nation's largest manufacturer of office furniture products.
Prior to his tenure at The Legacy Fund, Inc., Mr. Ledecky was a partner at Adler
and Company and Senior Vice President at Allied Capital Corporation, an
investment management company.

CLIFFORD MITMAN, JR. has served as a Director of Aztec since June 1998. For
the past six years, Mr. Mitman has been President of Mitman Associates, a firm
that provides executive compensation and organization consulting services to a
wide range of companies. Prior to 1992, Mr. Mitman was a Vice President and
Senior Consultant with the firms of Towers, Perrin and The Wyatt Company. Mr.
Mitman graduated from Yale University and the Wharton School of Business.

BENJAMIN TANDOWSKI has served as a Director of Aztec since June 1998. He
will continue to serve as President of Professional Computer Solutions. Mr.
Tandowski founded Professional Computer Solutions in 1984 and has been its
President since that date. Previously, Mr. Tandowski was employed by Exxon
Research and Union Carbide Chemical and Plastics Division. He holds a Ph.D. in
mechanical engineering from the City University of New York, where he was a
National Science Fellow.

PHILLIP ARTURI, PRESIDENT OF PROFESSIONAL NETWORK SERVICES, has 17 years of
experience in LAN/WAN infrastructure design, application engineering, and
systems integration. Prior to establishing Professional Network Services in
1989, Mr. Arturi implemented distributed processing solutions at GTE, and served
Caldor as MIS manager.

RICHARD G. ERICKSON, PRESIDENT OF DIGITAL NETWORK ASSOCIATES, has been a
principal of Digital Network Associates since 1986 and has over 15 years of
computer systems integration experience. He holds a B.S. in mechanical
engineering from Villanova University. Prior to joining Digital Network
Associates, Mr. Erickson held positions at Banyou Systems and Novell.

THOMAS J. FOLEY, PRESIDENT OF BAY STATE COMPUTER GROUP, has 19 years of
Network Systems/Applications experience. Mr. Foley has been employed by Bay
State Computer Group since 1985. Prior to his years at Bay State, Mr. Foley was
employed by a Boston computer company for six years. Mr. Foley holds a B.S. from
Suffolk University, and has taken extensive graduate business courses.

LARRY GLASER, PRESIDENT OF FORTRAN, established Fortran in the late 1970's
as a service and repair organization for tele communications equipment. He has
been President of Fortran since that date.

41
<PAGE>
KELBY KNOEDLER, PRESIDENT OF ENTRA, established Entra in 1984 after selling
his ownership-interest in CADO Business Systems of Ohio, which he founded in
1978. Since 1984, he has been the General Manager and President of Entra. He was
previously employed with Burroughs Corporation.

JAMES MAHON, PRESIDENT OF MAHON, has over 26 years of diverse experience in
the communications industry. Mr. Mahon was a founder and past president of
Computer Telephone Corporation, which went public in 1985. Mr. Mahon, who has
also held corporate-level positions at Rolm and Executone, founded Mahon in 1989
and has been President of Mahon since that date.

ROBERT M. MCCLORY, PRESIDENT OF COMPEL, founded Compel in 1972 and has been
its President since that date. From 1972 to 1979, he was General Manager of
Parsons Electric Company, a general contractor in Los Angeles, California. He is
a Registered Communications Distribution Designer.

JACK MEEHAN, PRESIDENT OF AZTEC INTERNATIONAL, founded Aztec International
in 1984 and has been its President and Chief Executive Officer since that date.
Previously, Mr. Meehan was employed by New York Telephone Company and by
Tie/communications.

DARREN METZ, PRESIDENT OF OFFICE EQUIPMENT SERVICE, has been the President
of Office Equipment Service since 1986. He holds a B.A. in computer science from
the University of Tennessee, and an M.B.A. from the University of Memphis.

DIRECTORS AND EXECUTIVE OFFICERS; COMMITTEES OF THE BOARD

Directors are elected for one year terms and hold office until their
successors have been elected and qualified or until such director's earlier
resignation or removal, though the Aztec Board may adopt a classified board
before the Offering. Executive officers are elected annually and hold office
until the next meeting of stockholders or until such executive officer's earlier
resignation or removal.

The Aztec Board has an Audit Committee. The Audit Committee is charged with
reviewing Aztec's annual audit and meeting with Aztec's independent accountants
to review Aztec's internal control and financial management practices. Messrs.
Howell and Mitman are members of the Audit Committee.

The Aztec Board has a Compensation Committee. The Compensation Committee is
charged with making recommendations to the Aztec Board regarding compensation of
Aztec's executive officers and administering any stock option plan Aztec may
adopt. Messrs. Howell, Mitman, and Tandowski are members of the Compensation
Committee.

DIRECTOR COMPENSATION

The Aztec Board intends to establish cash compensation for non-employee
directors of $1,500 per quarter plus $500 per teleconference and $1,000 per
in-person meeting. In addition, the Company anticipates that non-employee
directors will receive stock options under the Non-Employee Initial Director
Stock Option Plan. See "--Non-Employee Initial Director Stock Option Plan."

EXECUTIVE COMPENSATION

The following table sets forth information with respect to the compensation
paid by Aztec for services rendered during the year ended April 25, 1998 to the
Chief Executive Officer and the other highly compensated executive officers of
Aztec (the "Named Officers").

42
<PAGE>
SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM
--------------------- COMPENSATION ALL OTHER
NAME AND PRINCIPAL POSITION SALARY BONUS OPTIONS(#) COMPENSATION
- --------------------------------------------------------- ---------- --------- ------------- -------------
<S> <C> <C> <C> <C>

James E. Claypoole....................................... $ 307,500(1) $ 30,000 $ 54,360(2)
Chairman and Chief Executive Officer
Ira Cohen................................................ (3)
Chief Operating Officer
Douglas R. Johnson....................................... (4)
Executive Vice President and Chief Financial Officer
Elizabeth M. Claypoole................................... $ 160,000(5) 7,500(6 )
Vice President, Treasurer, and Secretary
</TABLE>

- ------------------

(1) Mr. Claypoole's salary was increased from $300,000 to $315,000 in November
1997.

(2) Includes life insurance premiums of $42,360 paid by Bay State on life
insurance policies for which Mr. Claypoole's estate is the beneficiary and
payment of automobile expenses of $12,000.

(3) Mr. Cohen was hired by Aztec on March 2, 1998. His salary is expected to be
$200,000 during his first year with Aztec.

(4) Mr. Johnson was hired on March 31, 1998. His salary is expected to be
$175,000 during his first year with Aztec.

(5) As of the end of fiscal year 1998, Ms. Claypoole was no longer an executive
officer of Aztec. Ms. Claypoole is currently employed by Aztec in a
non-executive officer capacity.

(6) Options to purchase U.S. Office Products Common Stock. The number of U.S.
Office Products Options will be adjusted by applying a formula. See footnote
2 to table in "Options Granted in Fiscal Year 1998."

OPTIONS GRANTED IN FISCAL YEAR 1998

The following table sets forth certain information regarding options to
acquire U.S. Office Products Common Stock granted to the Named Officers during
the year ended April 25, 1998. All options were granted by U.S. Office Products
as options to acquire U.S. Office Products Common Stock and are being replaced
with options to acquire Aztec Common Stock in connection with the Technology
Distribution. See "--Replacement of Outstanding U.S. Office Products' Options."

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
PERCENT OF APPRECIATION FOR
TOTAL OPTIONS OPTION TERM(4)
OPTIONS GRANTED IN EXERCISE EXPIRATION --------------------
NAME GRANTED (#)(1)(2) FISCAL YEAR(3) PRICE ($/SH)(2) DATE 5%($) 10%($)
- ------------------------------ ----------------- --------------- --------------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>

James E. Claypoole............ 45,000 10.5% $ 15.17 4/28/07 $ 429,315 $1,087,968
Elizabeth M. Claypoole........ 6,000 1.4% $ 15.17 4/28/07 $ 57,242 $ 145,062
</TABLE>

- ------------------

(1) The options granted are non-qualified stock options which are exercisable at
the market price on the date of grant generally beginning one year from the
date of grant in cumulative yearly amounts of 25% of the shares and which
expire ten years from the date of grant.

(2) The exercise price of U.S. Office Products Options will be adjusted by
applying the following formula:

Exercise Price (New) = Exercise Price (Old) XInitial Public Offering Price
of Common Stock in the Offering
Trading Price of U.S. Office Products Common
Stock Pre-Technology Distribution

The number of U.S. Office Products Options will be adjusted by applying the
following formula:

Option Shares (New) = Option Shares (Old) XTrading Price of U.S. Office
Products Common Stock
Pre-Technology Distribution
Initial Public Offering Price of
Common Stock in the Offering.

43
<PAGE>

For all optionees, the "Trading Price of U.S. Office Products Common Stock
Pre-Technology Distribution" will be the average closing price of U.S.
Office Products Common Stock for the lesser of (a) ten business days
preceding the Distributions or (b) the number of business days falling
between the expiration of the Tender Offer and the completion of the
Distributions. If the initial public offering price cannot be determined at
the time of the adjustment, the closing price on June 10, 1998 will be
substituted for the initial public offering price in the formula. The
foregoing formula adjustments are intended to preserve for the holder of
U.S. Office Products Options the intrinsic value per option, measured as
the difference between the market value of one share of U.S. Office
Products' common stock at the time of the Technology Distribution and the
exercise price of such option. The intrinsic value of the Aztec Options
will be no greater than the intrinsic value of the U.S. Office Products
Options before the Distributions and the ratio of exercise price to market
price will be not less than the ratio before the Distributions. The
formulae will not affect when the options vest or when employees can
exercise the options.

(3) Total options granted means all options granted to employees of Aztec.

(4) The dollar amounts under these columns are the results of calculations at
assumed annual rates of stock appreciation of 5% and 10%. These assumed
rates of growth were selected by the Commission for illustration purposes
only. They are not intended to forecast possible future appreciation, if
any, of stock prices. No gain to the optionees is possible without an
increase in stock prices, which will benefit all stockholders.

44
<PAGE>
AGGREGATED OPTIONS FISCAL YEAR ENDED APRIL 25, 1998 AND FISCAL YEAR-END 1998
OPTION VALUES

The following table sets forth certain information regarding unexercised
options held by the Named Officers at April 25, 1998. No options were exercised
by the Named Officers during the fiscal year ended April 25, 1998. As described
above, all options were granted by U.S. Office Products as options to acquire
U.S. Office Products Common Stock and are being replaced with options to acquire
shares of Aztec Common Stock in connection with the Technology Distribution. See
"--Replacement of Outstanding U.S. Office Products' Options."

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING
UNEXERCISED OPTIONS VALUE OF UNEXERCISED IN-THE-
IN THE MONEY OPTIONS MONEY(3) OPTIONS AT FISCAL YEAR
SHARES ACQUIRED AT APRIL 25, 1998(4) END($)(1)(5)
ON EXERCISE VALUE -------------------------- ----------------------------------
NAME (#)(2) REALIZED($)(3) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------- --------------- ------------- ----------- ------------- --------------- -----------------
<S> <C> <C> <C> <C> <C> <C>

James E.
Claypoole........ -- -- 45,000 -- --
Elizabeth M.
Claypoole........ -- -- 6,000 -- --
</TABLE>

- ------------------

(1) The exercise price of U.S. Office Products Options will be adjusted by
applying the following formula:

Exercise Price (New) = Exercise Price (Old) X Initial Public Offering Price
of Common Stock in the
Offering
Trading Price of U.S. Office
Products Common Stock
Pre-Technology Distribution

The number of U.S. Office Products Options will be adjusted by applying the
following formula:

Option Shares (New) = Option Shares (Old) XTrading Price of U.S. Office
Products Common Stock
Pre-Technology Distribution
Initial Public Offering Price of
Common Stock in the Offering

For all optionees, the "Trading Price of U.S. Office Products Common Stock
Pre-Technology Distribution" will be the average closing price of U.S.
Office Products Common Stock for the lesser of (a) ten business days
preceding the Distributions or (b) the number of business days falling
between the expiration of the Tender Offer and the completion of the
Distributions. If the initial public offering price cannot be determined at
the time of the adjustment, the closing price on June 10, 1998 will be
substituted for the initial public offering price in the formula. The
foregoing formula adjustments are intended to preserve for the holder of
U.S. Office Products Options the intrinsic value per option, measured as
the difference between the market value of one share of U.S. Office
Products' common stock at the time of the Technology Distribution and the
exercise price of such option. The intrinsic value of the Aztec Options
will be no greater than the intrinsic value of the U.S. Office Products
Options before the Distributions, and the ratio of exercise price to market
price will be not less than the ratio before the Distributions. The
formulae will not affect when the options vest or when employees can
exercise the options.

(2) Represents the number of shares received upon exercise or, if no shares were
received, the number of shares with respect to which options were exercised.

(3) The value of exercised options represents the difference between the
exercise price of such options and the closing market price of U.S. Office
Products Common Stock on the date of exercise.

(4) Options are "in-the-money" if the closing market price of U.S. Office
Products Common Stock exceeds the exercise price of the options.

(5) The value of unexercised options represents the difference between the
exercise price of such options and $16.875, the closing market price of U.S.
Office Products Common Stock at April 24, 1998.

45
<PAGE>
REPLACEMENT OF OUTSTANDING U.S. OFFICE PRODUCTS OPTIONS

All or substantially all vested and unvested options (the "U.S. Office
Products Options") to acquire shares of U.S. Office Products common stock that
are held by Aztec employees on the Distribution Date are being replaced with
options (the "Aztec Options") to acquire shares of Aztec Common Stock. As of the
Distribution Date, approximately 616,716 U.S. Office Products Options are held
by employees of Aztec (assuming all option holders tendered all of the shares
underlying their options in the Tender Offer). The number of Aztec Options that
will be outstanding after the Distributions will depend on the trading price of
U.S. Office Products common stock around the time of the Distributions and the
public offering price of the Aztec Common Stock in the Offering. For those
reasons, the number of Aztec Options into which the U.S. Office Products Options
will convert is not yet determinable. The formulae will not affect when the
options vest or when employees can exercise the options. The following formulas
will be used to adjust the number and exercise price of U.S. Office Products
Options. Such formulas will adjust solely for the Distributions and not for
other events, such as the Tender Offer. The exercise price of U.S. Office
Products Options will be adjusted by applying the following formula:

Exercise Price (New) = Exercise Price (Old) X Initial Public Offering Price of
Common Stock in the Offering
Trading Price of U.S. Office
Products Common Stock
Pre-Technology Distribution

The number of U.S. Office Products Options will be adjusted by applying the
following formula:

Option Shares (New)=Option Shares (Old) X Trading Price of U.S. Office Products
Common Stock Pre-Technology
Distribution
Initial Public Offering Price of
Common Stock in the Offering

For all optionees, the "Trading Price of U.S. Office Products Common Stock
Pre-Technology Distribution" will be the average closing price of U.S. Office
Products' common stock for the lesser of (a) ten business days preceding the
Distributions, or (b) the number of business days falling between the expiration
of the Tender Offer and the completion of the Distributions. If the initial
public offering price cannot be determined at the time of the adjustment, the
closing price on June 10, 1998 will be substituted for the initial public
offering price in the formula. The foregoing formula adjustments are intended to
preserve for the holder of U.S. Office Products Options the intrinsic value per
option, measured as the difference between the market value for one share of
U.S. Office Products common stock at the time of the Technology Distribution and
the exercise price of such option. The intrinsic value of the Aztec Options will
be no greater than the intrinsic value of the U.S. Office Products Options
immediately before the Distribution, and the ratio of exercise price to market
price will be not less than the ratio immediately before the Distributions.

It is anticipated that all other terms of the Aztec Options will be the same
as the terms of the U.S. Office Products Options they replace. As a result of
the adjustments described above, options held by Aztec employees after the
Technology Distribution would represent a greater percentage interest in Aztec
than the percentage interest in U.S. Office Products represented by such options
before the Distributions.

1998 STOCK INCENTIVE PLAN

Aztec has adopted the 1998 Stock Incentive Plan (the "Plan"). The purpose of
the Plan is to promote the long-term growth and profitability of Aztec by
providing employees with incentives to improve stockholder value and contribute
to the growth and financial success of Aztec, and by enabling Aztec to attract,
retain and reward highly motivated and qualified employees. The maximum number
of shares of Aztec Common Stock that may be issued with respect to awards
granted under the Plan is 24% of the outstanding Aztec Common Stock following
the Technology Distribution and this Offering. The maximum number of shares that
may be issued with respect to awards granted under the Plan to an individual in
a calendar year may not exceed 500,000 shares except that in the year in which a
person first becomes an employee, the number increases to 1.7 million shares.
The Plan will be administered by the Compensation Committee of the Board of
Directors. All employees of Aztec and its subsidiaries, as well as non-employee

46
<PAGE>
directors of Aztec, are eligible to receive awards under the Plan. The Plan
authorizes the Compensation Committee to make awards of stock options,
restricted stock and other stock-based awards. The Compensation Committee will
determine the prices, vesting schedules, expiration dates and other material
conditions under which such awards may be exercised.

Mr. Ledecky is receiving a stock option for Aztec Common Stock from Aztec,
pursuant to the Plan, as of the Distribution Date. The option is intended to
compensate Mr. Ledecky for his services to Aztec as an employee. The option
covers 7.5% of the outstanding Aztec Common Stock determined as of the
Distribution Date without regard to the Offering. The option will have a per
share exercise price equal to the initial public offering price of Aztec Common
Stock.

Mr. Ledecky's option is fully vested when granted but will not be
exercisable until the 12-month anniversary of the Distribution Date. Mr.
Ledecky's option from Aztec will be exercisable immediately if Mr. Ledecky dies
before the option expires or, if and to the extent that, Aztec accelerates the
exercise schedule of options for substantially all management option holders.
All unexercised portions of the option will expire ten years after its date of
grant or, if applicable, as of the date Mr. Ledecky violates his non-competition
agreement with Aztec.

Aztec expects that James E. Claypoole will also receive an option
("Claypoole Option") pursuant to the Plan for 4.5% of the outstanding Common
Stock as of the Distribution Date without regard to the Offering. The Claypoole
Option is anticipated to have the same terms as Mr. Ledecky's option, including
an exercise price equal to the initial public offering price of the Aztec Common
Stock. The estimated value of the Claypoole Option depends on the initial public
offering price of Aztec Common Stock and the trading volatility of Aztec Common
Stock. Based on an assumed initial public offering price of $13.00 (which is
equal to the mid-point of the price range set forth in the preliminary
prospectus for the Offering) and an assumed trading volatility index of Aztec
Common Stock of 45%, the estimated value of the option is approximately $2.8
million, net of taxes at an assumed 40% rate. In addition, management currently
expects to recommend option grants to certain executive officers and key
personnel of Aztec for approximately 2% of Aztec Common Stock following the
Offering and the Technology Distribution, also at an exercise price equal to the
initial public offering price of Aztec Common Stock.

EMPLOYEE STOCK PURCHASE PLAN

The Company's 1998 Employee Stock Purchase Plan (the "1998 Purchase Plan")
will become effective following this Offering. The 1998 Purchase Plan is
intended to allow eligible participating employees an opportunity to purchase
shares of Common Stock at a discount. A maximum of 1,000,000 shares of Common
Stock will be available for issuance under the 1998 Purchase Plan. The 1998
Purchase Plan will be administered by the Compensation Committee of the Board of
Directors. To participate in the 1998 Purchase Plan, an employee must authorize
the Company to deduct an amount (up to ten percent of a participant's regular
pay) from his or her pay during six-month periods commencing on January 1 and
July 1 of each year (each a "Payment Period"). The maximum number of shares of
Common Stock that an employee may purchase in any Payment Period is a certain
number of shares determined by applying the formula stated in the 1998 Purchase
Plan. The exercise price for the option for each Payment Period is 85% of the
lesser of the average market price of the Company's Common Stock on the first or
last business day of the Payment Period. If an employee is not a participant on
the last day of the Payment Period, such employee is not entitled to exercise
his or her option, and the amount of his or her accumulated payroll deductions
will be refunded. An employee's rights under the 1998 Purchase Plan terminate
upon his or her voluntary withdrawal from the plan at any time or upon
termination of employment. A participant in the 1998 Purchase Plan shall be
restricted from selling any shares of Common Stock purchased under the 1998
Purchase Plan until the shares have been held for at least 12 months, except for
any participant who is no longer an employee of the Company, in which case the
restriction shall lapse.

47
<PAGE>

NON-EMPLOYEE INITIAL DIRECTOR STOCK OPTION PLAN

The Directors' Plan will become effective following this Offering. The
Directors' Plan provides for the grant of options to non-employee directors of
the Company to purchase a maximum of 300,000 shares of Common Stock of the
Company. The Directors' Plan is administered by the Board of Directors. The
Directors' Plan provides that each non-employee director will receive an
automatic grant of a nonqualified stock option to purchase 25,000 shares of
Common Stock upon initial election to the Board of Directors (vesting upon the
date of grant). An option to purchase 10,000 shares of Common Stock will be
granted to each incumbent non-employee director on the date of each annual
meeting of stockholders beginning with the 1998 annual meeting (vesting in three
equal annual installments beginning on the date of grant). An option to purchase
5,000 shares of Common Stock will be granted to each non-employee director who
is also the chairperson of a committee of the Board of Directors upon initial
appointment to such position and for each full year of service thereafter
(vesting in three equal annual installments beginning on the date of grant,
except for the initial grant, which shall vest in full upon the date of grant).
Options granted under the Directors' Plan expire ten years from the date of
grant. The option price for options granted under the Directors' Plan is equal
to the fair market value of a share of Common Stock as of the date of grant. For
option grants to be made following this Offering, this will be the price per
share of Common Stock in this Offering. The Company has reserved a total of
300,000 shares of Common Stock for issuance under the Director's Plan, all of
which are currently available for future grant.

401(K) PLAN

Effective June 7, 1998, the Company implemented a 401(k) Plan Savings and
Retirement Plan (the "401(k) Plan"), a tax-qualified plan covering all of its
employees who are at least 21 years of age and have completed six months of
service with the Company. Each employee may elect to reduce his or her current
compensation by up to 15%, subject to the statutory limit (a maximum of $10,000
in calendar 1998) and have the amount of the reduction contributed to the 401(k)
Plan. Subject to Board approval, the Company may contribute an additional amount
to the 401(k) Plan on behalf of the participant employee. Employees vest in
Company contributions ratably over a five-year period.

LEDECKY SERVICES AGREEMENT

Jonathan J. Ledecky entered into an agreement (the "Ledecky Services
Agreement") with U.S. Office Products on January 13, 1998, effective on the
Distribution Date and contingent on the consummation of the Distributions, which
agreement has been amended as of June 8, 1998. The Ledecky Services Agreement
will expire on September 30, 1998 if none of the Distributions has occurred by
that date. If the Ledecky Services Agreement becomes effective, it will replace
his November 4, 1997 employment agreement with U.S. Office Products. The
principal terms of this agreement are summarized here.

The Ledecky Services Agreement governs Mr. Ledecky's continuing obligations
to U.S. Office Products. Under the Ledecky Services Agreement, Mr. Ledecky will
report to the U.S. Office Products Board and will provide high-level acquisition
negotiation services and strategic business advice. Under the Agreement, Mr.
Ledecky will remain an employee of U.S. Office Products, at an annual salary of
$48,000 through June 30, 2001. As a continuing employee of U.S. Office Products,
Mr. Ledecky will also retain his existing U.S. Office Products Options despite
his reduction in services to U.S. Office Products. U.S. Office Products can
terminate Mr. Ledecky's employment only for "cause" where cause consists of (i)
his conviction of or guilty or nolo contendere plea to a felony demonstrably and
materially injurious to U.S. Office Products or (ii) his violation of the
noncompetition provision as it relates to U.S. Office Products. If Mr. Ledecky
resigns or is terminated, he will cease to vest in his U.S. Office Products
stock options and will have 90 days to exercise any vested options.

Aztec is entering into an employment agreement with Mr. Ledecky, effective
as of June 10, 1998, that will implement assigned portions of the Ledecky
Services Agreement. Under the employment agreement,

48
<PAGE>
Mr. Ledecky will report to the Board of Directors and senior management of
Aztec. In such capacity, Mr. Ledecky will provide high-level acquisition
negotiation services and strategic business advice. Aztec can require Mr.
Ledecky's performance of such services, consistent with his other contractual
obligations to Consolidation Capital Corporation, U.S. Office Products and the
other Spin-Off Companies. As an employee, Mr. Ledecky will also be subject to
the generally applicable personnel policies of Aztec and will be eligible for
such benefit plans in accordance with their terms. Aztec will pay Mr. Ledecky an
annual salary of $48,000 for up to two years. Aztec may terminate Mr. Ledecky's
employment with "cause," where cause is defined as in the Ledecky Services
Agreement as modified to refer to Aztec.

The Ledecky Services Agreement provides for non-competition and
non-solicitation restrictions that continue until the end of a specified
restricted period, which, for Aztec, means the later of June 10, 2000 or the
date one year after Mr. Ledecky leaves Aztec's employ. These provisions
generally restrict Mr. Ledecky from, among other things, investing in or working
for or on behalf of any business selling any products or services in direct
competition with U.S. Office Products, or the other Spin-Off Companies
(collectively, the "U.S. Office Products Companies"), within 100 miles of any
location where the relevant U.S. Office Products Company regularly maintains an
office. (For this purpose, "products or services" are those that U.S. Office
Products offered on January 13, 1998.) Notwithstanding this prohibition, Mr.
Ledecky may serve in a policy making role (but not engage in direct personal
competition) with respect to the following businesses: (i) any electrical
contracting business with more than 50% of its revenue from electrical
contracting and maintenance services and any other business with less than $15
million in annual revenue from businesses competitive with Aztec, provided that
neither category allows competition in certain specified lines of Aztec
business; (ii) businesses selling, supplying, or distributing janitorial or
sanitary products or services; (iii) businesses managing or servicing office
equipment (other than computers); (iv) businesses providing internet access
services; (v) UniCapital Corporation's leasing businesses (which include
equipment leasing); or (vi) U.S. Marketing Services' shelf-stocking and
merchandising and point-of-purchase display creation, and incentive marketing
businesses (as currently publicly described but must cease serving as a director
and be solely an investor after that company is public). The Ledecky Services
Agreement prohibits Mr. Ledecky from trying to hire away managerial employees of
Aztec and the other Spin-Off Companies or from calling upon customers of Aztec
and the other Spin-Off Companies to solicit or sell products or services in
direct competition with Aztec and the other Spin-Off Companies. Mr. Ledecky also
may not hire away for Consolidation Capital Corporation any person then or in
the preceding one year employed Aztec, or the other Spin-Off Companies. U.S.
Office Products is permitted to (and will) assign to Aztec, the ability to
enforce the non-competition provisions described above, which will then
constitute part of his employment agreement with Aztec.

Mr. Ledecky will receive a stock option for Aztec Common Stock from Aztec as
of the Distribution Date. The option is intended to compensate Mr. Ledecky for
his services to Aztec as an employee. That option will be granted under the
Plan. The option will cover 7.5% of the outstanding Aztec Common Stock
determined as of the Distribution Date, without regard to the Offering. The
option will have a per share exercise price equal to the initial public offering
price of the Aztec Common Stock. The estimated value of this option depends on
its exercise price and the trading volatility of Aztec Common Stock. Based on an
assumed initial public offering price of $13.00 (which is equal to the mid-point
of the price range set forth on the front cover of this Prospectus) and an
assumed trading volatility of index of Aztec Common Stock of 45%, the estimated
value of the option is approximately $4.6 million, net of taxes at an assumed
40% rate.

It is expected that Mr. Ledecky's option will become fully vested when
granted but will not be exercisable until the twelve-month anniversary of the
Technology Distribution. Mr. Ledecky's option from Aztec will be exercisable
immediately if Mr. Ledecky dies before the option expires or, if Aztec
accelerates the exercise schedule of options for substantially all management
option holders. (In this latter case, Mr. Ledecky's option will become
exercisable on the same accelerated schedule as the other management

49
<PAGE>
option holders). All unexercised portions of the option will expire ten years
after its date of grant or, if applicable, as of the date Mr. Ledecky violates
his non-competition agreement with Aztec.

EMPLOYMENT CONTRACTS AND RELATED MATTERS

In October 1996, Bay State entered into an employment agreement with James
E. Claypoole, its then Chief Executive Officer and President. The employment
agreement provides for an initial three-year term and successive one-year
extensions at the option of Bay State. Pursuant to this agreement, Mr. Claypoole
is entitled to receive a minimum annual salary of $300,000, incentive bonuses as
determined by the Board of Directors of Bay State and all perquisites and
benefits customarily provided by Bay State to its employees. In the event that
Mr. Claypoole's employment is terminated for any reason other than cause, Mr.
Claypoole's employment agreement provides that Mr. Claypoole is entitled to
receive his base salary and benefits for the longer of (i) three months from the
date of termination or (ii) the remaining time under the initial term of the
employment agreement. The employment agreement also prohibits Mr. Claypoole from
engaging in certain activities deemed competitive with Bay State or its
affiliates during the duration of his employment with Bay State and for the
longer of (i) a period of two years thereafter or (ii) as long as Mr. Claypoole
continues to receive severance payments from Bay State. Aztec anticipates that
immediately following the Technology Distribution, Mr. Claypoole's current
employment agreement with Bay State will be terminated and Aztec will enter into
a new employment agreement with Mr. Claypoole under which he will serve as
Aztec's Chairman and Chief Executive Officer and a director. While the terms of
this new agreement are subject to negotiation and no binding agreement has yet
been reached, it is anticipated that the agreement will be for a three year
term, provide for a base salary of approximately $375,000 and an annual bonus of
up to that amount if certain objectives have been realized. In addition, the
proposed agreement will have other terms typical of agreements with chief
executive officers of public companies in the technology area.

In October 1996, Bay State entered into an employment agreement with
Elizabeth M. Claypoole, its then Vice President and Chief Financial Officer. The
employment agreement provides for an initial three-year term and successive
one-year extensions at the option of Bay State. Pursuant to this agreement, Ms.
Claypoole is entitled to receive a minimum annual salary of $140,000, incentive
bonuses as determined by the President of Bay State and all perquisites and
benefits customarily provided by Bay State to its employees. In the event that
Ms. Claypoole's employment is terminated for any reason other than cause, Ms.
Claypoole's employment agreement provides that Ms. Claypoole is entitled to
receive her base salary and benefits for the longer of (i) three months from the
date of termination, or (ii) the remaining time under the initial term of the
employment agreement. The employment agreement also prohibits Ms. Claypoole from
engaging in certain activities deemed competitive with Bay State or its
affiliates during the duration of her employment with Bay State and for the
longer of (i) a period of two years thereafter, or (ii) as long as Ms. Claypoole
continues to receive severance payments from Bay State.

On March 2, 1998, Aztec hired Ira Cohen as its Chief Operating Officer.
Aztec expects to enter into an employment agreement with Mr. Cohen following the
Offering.

On March 31, 1998, Aztec hired Douglas R. Johnson as its Executive Vice
President and Chief Financial Officer. Aztec expects to enter into an employment
agreement with Mr. Johnson following the Offering.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of the Aztec Board has ever been an officer of Aztec or any of its
subsidiaries, except that Mr. Ledecky was the Chief Executive Officer of U.S.
Office Products until November 5, 1997 and will be Chairman of U.S. Office
Products until the Distribution Date, and Mr. Claypoole has been Chairman of
U.S. Office Products' Technology Solutions division.

50
<PAGE>
CERTAIN TRANSACTIONS

On October 15, 1996, U.S. Office Products acquired Bay State, which will be
a wholly-owned subsidiary of Aztec following the Technology Distribution, from
James E. Claypoole, Bay State's then Chief Executive Officer and President, and
Thomas J. Foley, Executive Vice President of Bay State, for 906,576 shares of
U.S. Office Products Common Stock valued at $20.74 per share. In connection with
the acquisition, Bay State also entered into an employment agreement with Mr.
Claypoole at a minimum annual base salary of $300,000 and an employment
agreement with Elizabeth M. Claypoole, Bay State's then Vice President and Chief
Financial Officer, at a minimum annual base salary of $140,000. See
"Management--Employment Contracts and Related Matters." These transactions with
U.S. Office Products were the subject of arm's-length negotiations.

For a discussion of matters related to the spin-off of Aztec from U.S.
Office Products, see "The Spin-Offs from U.S. Office Products."

For a discussion of transactions between Aztec and Mr. Ledecky, see
"Management--Ledecky Services Agreement."

51
<PAGE>
PRINCIPAL STOCKHOLDERS

The following table sets forth the number and percentage of outstanding
shares of Common Stock that are expected to be beneficially owned as of May 15,
1998 and as adjusted to reflect the Offering and the Technology Distribution
(assuming no exercise of the Underwriters' over-allotment option), by (i) all
persons known by Aztec to own beneficially more than 5% of the Common Stock,
(ii) each director and each Named Officer who is a stockholder, and (iii) all
directors and executive officers as a group. Except as otherwise indicated, the
business address of each of the following is 52 Roland Street, Boston,
Massachusetts 02129.

<TABLE>
<CAPTION>
PERCENT NUMBER OF
NUMBER OF OF U.S. OFFICE SHARES OF
SHARES OF PRODUCTS AZTEC PERCENT OF
U.S. OFFICE COMMON STOCK COMMON STOCK, AZTEC
PRODUCTS PRIOR TO AS COMMON STOCK,
NAME AND ADDRESS OF BENEFICIAL OWNER COMMON STOCK OFFERING ADJUSTED(1) AS ADJUSTED
- ------------------------------------------------------ --------------- --------------- ------------- -----------------
<S> <C> <C> <C> <C>
James E. Claypoole (6)................................ 774,136(2) * 117,123 *
Jonathan J. Ledecky (6)............................... 2,428,125(3) 1.8% 372,780 1.4%
Elizabeth M. Claypoole (6)............................ 4,317(4) * 145 *
Douglas R. Johnson....................................
Ira Cohen.............................................
Lawrence M. Howell....................................
Clifford Mitman, Jr...................................
Benjamin Tandowski.................................... 57,986 * 8,902 *
All current executive officers and directors as a 3,264,564 2.4% 498,950 1.9%
group (seven persons) (6)...........................

5% STOCKHOLDERS:
FMR Corp (5).......................................... 15,754,406 11.2% 2,418,711 9.3%
Devonshire Street
Boston, MA 02109
Massachusetts Financial Services Company (5).......... 8,262,886 5.9% 1,268,568 4.9%
500 Boylston Street
Boston, MA 02116
</TABLE>

- ------------------
* Less than 1%.

(1) The "Number of Shares of Aztec Common Stock, As Adjusted" will reflect the
results of the Tender Offer (assuming each person tendered all their shares
underlying options in the Tender Offer), the application of the Distribution
Ratio and the Offering. It assumes no options are exercisable within 60
days.

(2) Includes 11,250 shares which may be acquired upon exercise of options
exercisable within 60 days following the Offering. Excludes Mr. Claypoole's
option for 4.5% of the Aztec Common Stock that the Company expects to grant
under the 1998 Stock Incentive Plan, which will not be exercisable until the
12-month anniversary of the Technology Distribution. See "Management-- 1998
Stock Incentive Plan."

(3) Excludes options for U.S. Office Products Common Stock that will not be
converted into options for Aztec Common Stock at the time of the Technology
Distribution. Also excludes Mr. Ledecky's option for 7.5% of the Aztec
Common Stock that will be granted under the Company's 1998 Stock Incentive
Plan, which will not be exercisable until the 12-month anniversary of the
Technology Distribution. See "Management--Ledecky Services Agreement."

(4) Includes 3,375 shares which may be acquired upon exercise of options
exercisable within 60 days following the Offering.

(5) Based upon a Schedule 13G filed with the SEC with respect to U.S. Office
Products Common Stock.

(6) The exercise price of U.S. Office Products Options will be adjusted by
applying the following formula:

Exercise Price (New) = Exercise Price (Old) X Initial Public Offering Price
of Common Stock in the
Offering
Trading Price of U.S. Office
Products Common Stock
Pre-Technology Distribution

The number of U.S. Office Products Options will be adjusted by applying the
following formula:

Option Shares (New) = Option Shares (Old) XTrading Price of U.S. Office
Products Common Stock
Pre-Technology Distribution
Initial Public Offering Price of
Common Stock in the Offering

For all optionees, the "Trading Price of U.S. Office Products Common Stock
Pre-Technology Distribution" will be the average closing price of U.S.
Office Products Common Stock for the lesser of (a) ten business days
preceding the Distributions, or (b) the number of business days falling
between the expiration of the Tender Offer and the completion of the
Distributions. If the initial public offering price cannot be determined at
the time of the adjustment, the closing price on June 10, 1998 will be
substituted for the initial public offering price in the formula. The
exercise price and number of options will be adjusted solely for the
Distributions and not for other events, such as the Tender Offer. The
foregoing formula adjustments are intended to preserve for the holder of
U.S. Office Products Options the intrinsic value per option, measured as
the difference between the market value of one share of U.S. Office
Products Common Stock at the time of the Technology Distribution and the
exercise price of such option. The intrinsic value of the Aztec Options
will be no greater than the intrinsic value of the U.S. Office Products
Options before the Distributions and the ratio of exercise price to market
price will be not less than the ratio before the Distributions. The
formulae will not affect when the options vest or when employees can
exercise the options.

52
<PAGE>
DESCRIPTION OF AZTEC CAPITAL STOCK

GENERAL MATTERS

At the time of the Offering, Aztec's authorized capital stock will consist
of 150 million shares of Common Stock, par value $.001 per share, and 1 million
shares of preferred stock, par value $.001 per share (the "Preferred Stock").
Upon completion of the Offering and following the Technology Distribution, Aztec
will have outstanding approximately 26,137,902 shares of Common Stock and no
shares of Preferred Stock. Set forth below is a summary of the terms of Aztec's
authorized capital stock.

COMMON STOCK

The holders of Common Stock are entitled to one vote for each share on all
matters voted upon by stockholders, including the election of directors.

Subject to the rights of any then outstanding shares of Preferred Stock, the
holders of Aztec Common Stock are entitled to such dividends as may be declared
in the discretion of the Aztec Board out of funds legally available therefore.
See "Dividend Policy." The holders of Common Stock are entitled to share ratably
in the net assets of Aztec upon liquidation after payment or provision for all
liabilities and any preferential liquidation rights of any Preferred Stock then
outstanding. The holders of Common Stock have no preemptive rights to purchase
shares of stock of Aztec. Shares of Common Stock are not subject to any
redemption provisions and are not convertible into any other securities of
Aztec. All of the shares of Common Stock to be sold pursuant to the Offering
will be fully paid and nonassessable.

PREFERRED STOCK

The Preferred Stock may be issued from time to time by the Aztec Board as
shares of one or more classes or series. Subject to the provisions of Aztec's
Certificate of Incorporation and limitations prescribed by law, the Aztec Board
is expressly authorized to adopt resolutions to issue the shares, to fix the
number of shares and to change the number of shares constituting any series, and
to provide for or change the voting powers, designations, preferences and
relative, participating, optional or other special rights, qualifications,
limitations or restrictions thereof, including dividend rights (including
whether dividends are cumulative), dividend rates, terms of redemption
(including sinking fund provisions), redemption prices, conversion rights, and
liquidation preferences of the shares constituting any class or series of the
Preferred Stock, in each case without any further action or vote by the
stockholders. Aztec has no current plans to issue any shares of Preferred Stock
of any class or series.

One of the effects of undesignated Preferred Stock may be to enable the
Aztec Board to render more difficult or to discourage an attempt to obtain
control of Aztec by means of a tender offer, proxy contest, merger or otherwise,
and thereby to protect the continuity of Aztec's management. The issuance of
shares of the Preferred Stock pursuant to the Aztec Board's authority described
above may adversely affect the rights of the holders of Common Stock. For
example, Preferred Stock issued by Aztec may rank prior to Common Stock as to
dividend rights, liquidation preference or both, may have full or limited voting
rights and may be convertible into shares of Common Stock. Accordingly, the
issuance of shares of Preferred Stock may discourage bids for Common Stock or
may otherwise adversely affect the market price of Common Stock.

ANTI-TAKEOVER PROVISIONS

CLASSIFIED BOARD

Aztec's Certificate of Incorporation may include provisions dividing the
Aztec Board's membership into three classes, each of which serves until the
third succeeding annual meeting with one class being elected at each annual
meeting of stockholders. Under Delaware law, each class will be as nearly equal
in number as possible. As a result, at least two annual meetings of stockholders
may be required for Aztec's

53
<PAGE>
stockholders to change a majority of the members of the Aztec Board. Aztec
believes that a classified Board of Directors will assure continuity and
stability of Aztec's management and policies, without diminishing accountability
to stockholders. Aztec's classified Board will ensure that a majority of
directors at any given time will have experience in the business and competitive
affairs of Aztec.

NO STOCKHOLDER ACTION BY WRITTEN CONSENT; SPECIAL MEETINGS

The Certificate of Incorporation and Bylaws may provide that stockholder
action can be taken only at an annual or special meeting and cannot be taken by
written consent in lieu of a meeting. The Certificate of Incorporation and
Bylaws may also provide that special meetings of the stockholders can be called
only by the Chairman of the Board, or by holders of at least 33 1/3% of the
outstanding shares of Aztec stock entitled to vote generally for the election of
directors.

ADVANCE NOTICE FOR RAISING BUSINESS OR MAKING NOMINATIONS AT MEETINGS

The Bylaws may establish an advance notice procedure for stockholder
proposals to be brought before an annual meeting of stockholders and for
nominations by stockholders of candidates for election as directors at an annual
or special meeting at which directors are to be elected. Only such business may
be conducted at an annual meeting of stockholders as has been brought before the
meeting by, or at the direction of, the Aztec Board, or by a stockholder who has
given to the Secretary of Aztec timely written notice, in proper form, of the
stockholder's intention to bring that business before the meeting. The chairman
of such meeting has the authority to make the determination of whether business
has been properly brought before such meeting. Only persons who are nominated
by, or at the direction of, the Aztec Board, or who are nominated by a
stockholder who has given timely written notice, in proper form, to the
Secretary prior to a meeting at which directors are to be elected will be
eligible for election as directors of Aztec. These provisions are intended to
establish orderly procedures for the conduct of Aztec's business and to allow
the Board of Directors adequate time to evaluate and respond to stockholder
initiatives. They may have the effect of impeding the ability of a stockholder
to present proposals or make limitations in a change of control context if the
requisite notice provision cannot be satisfied.

SHAREHOLDER RIGHTS PLAN

Aztec's Board of Directors is evaluating the adoption of a Rights Plan
pursuant to which stockholders would receive the right to acquire preferred
stock. This right would be triggered under certain circumstances occurring after
any group or person acquires more than 15% of the outstanding Aztec Common
Stock, or the commencement of a tender offer for the purchase of more than 15%
of the outstanding Aztec Common Stock. In such event, each holder of a right
would be entitled to receive a fraction of a share of preferred stock for a
nominal price. The rights have certain anti-takeover effects that would cause
substantial dilution to a person or group attempting to acquire a significant
interest in Aztec without first obtaining the approval of Aztec's Board of
Directors.

STATUTORY BUSINESS COMBINATION PROVISION

Aztec is subject to the provisions of Section 203 of the Delaware General
Corporation Law ("Section 203"). Section 203 provides, with certain exceptions,
that a Delaware corporation may not engage in any of a broad range of business
combinations with a person or an affiliate, or associate of such person, who is
an "interested stockholder" for a period of three years from the date that such
person became an interested stockholder unless: (i) the transaction resulting in
a person becoming an interested stockholder, or the business combination, is
approved by the board of directors of the corporation before the person becomes
an interested stockholder; (ii) the interested stockholder acquired 85% or more
of the outstanding voting stock of the corporation in the same transaction that
makes such person an interested stockholder (excluding shares owned by persons
who are both officers and directors of the corporation, and shares held by
certain employee stock ownership plans); or (iii) on or after the date the
person

54
<PAGE>
becomes an interested stockholder, the business combination is approved by the
corporation's board of directors and by the holders of at least 66 2/3% of the
corporation's outstanding voting stock at an annual or special meeting,
excluding shares owned by the interested stockholder. Under Section 203, an
"interested stockholder" is defined as any person who is: (i) the owner of 15%
or more of the outstanding voting stock of the corporation; or (ii) an affiliate
or associate of the corporation if such affiliate or associate was the owner of
15% or more of the outstanding voting stock of the corporation at any time
within the three-year period immediately prior to the date on which it is sought
to be determined whether such person is an interested stockholder. Under Aztec's
Certificate of Incorporation, the affirmative vote of a majority of directors is
required to approve an interested stockholder transaction.

A corporation may, at its option, exclude itself from the coverage of
Section 203 by amending its certificate of incorporation or bylaws, by action of
its stockholders, to exempt itself from coverage, provided that such bylaws or
certificate of incorporation amendment shall not become effective until 12
months after the date it is adopted. Aztec has not adopted such an amendment to
its Certificate of Incorporation or Bylaws.

LIMITATION ON DIRECTORS' LIABILITIES AND INDEMNIFICATION

Pursuant to Aztec's Certificate of Incorporation and under Delaware law,
directors of Aztec are not liable to Aztec or its stockholders for monetary
damages for breach of fiduciary duty, except for liability in connection with a
breach of duty of loyalty, for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, for dividend
payments or stock repurchases illegal under Delaware law or any transaction in
which a director has derived an improper personal benefit. The Aztec's by-laws
provide that Aztec will, to the fullest extent permitted under Delaware law,
indemnify its officers and directors against any damages arising out of their
actions as officers or directors of Aztec.

TRANSFER AGENT AND REGISTRAR

The Transfer Agent and Registrar for Common Stock will be American Stock
Transfer & Trust Company.

55
<PAGE>
SHARES ELIGIBLE FOR FUTURE SALE

Sales of substantial amounts of the Common Stock in the public market
following this Offering and the Technology Distribution could have an adverse
effect on the market price of the Common Stock. Upon completion of this Offering
and the Technology Distribution, Aztec will have 26,137,902 shares of Common
Stock outstanding. The 4,200,000 shares of Common Stock offered by the Company
hereby (and any shares sold pursuant to the exercise of the Underwriters'
over-allotment option) will be freely tradeable without restriction. Shares of
Common Stock of the Company issued upon consummation of the Technology
Distribution will be freely tradeable after the Technology Distribution other
than in the hands of "affiliates" of the Company as defined in Rule 144
promulgated under the Securities Act. Common Stock in the hands of affiliates
will be "restricted securities" subject to Rule 144.

In general, under Rule 144 as currently in effect, a stockholder (or
stockholders whose shares are aggregated) who has beneficially owned shares
constituting "restricted securities" (generally defined as securities acquired
from the Company or an affiliate of the Company in a non-public transaction) for
at least one year, is entitled to sell within any three-month period a number of
shares that does not exceed the greater of (i) 1% of the outstanding pro forma
Common Stock (approximately 261,379 shares of Common Stock immediately after
this Offering and the Technology Distribution (or 267,679 shares if the
Underwriters' over-allotment option is exercised in full) or (ii) the average
weekly trading volume in the Common Stock in the over-the-counter market during
the four calendar weeks preceding the date on which notice of such sale is filed
pursuant to Rule 144. Sales under Rule 144 are also subject to certain
provisions regarding the manner of sale, notice requirements, and the
availability of current public information about the Company. A stockholder (or
stockholders whose shares are aggregated) who is not an affiliate of the Company
for at least 90 days prior to a sale and who has beneficially owned "restricted
securities" for at least two years is entitled to sell such shares under Rule
144 without regard to the limitations described above.

Certain executive officers and directors of Aztec have agreed not to sell or
otherwise dispose of their shares of Common Stock for a period of 180 days
following this Offering without the consent of BancAmerica Robertson Stephens.
See "Underwriting."

The Company intends to register the shares of Common Stock reserved for
issuance pursuant to its stock incentive plan as soon as practicable following
the date of this Prospectus. A substantial number of options to acquire shares
of Common Stock will be exercisable upon consummation of the Technology
Distribution. Following this Offering and the Technology Distribution, in view
of the large number of shares freely-tradeable and available for immediate sale,
the market for the Aztec Common Stock could be highly volatile, which could
adversely affect the trading price of the Common Stock. See "Risk Factors--
Potential Volatility of Stock Price and Other Risks Associated with Shares
Eligible for Immediate Sale."

56
<PAGE>
UNDERWRITING

The underwriters named below (the "Underwriters"), acting through their
representatives. BancAmerica Robertson Stephens, Volpe Brown Whelan & Company,
LLC and Friedman, Billings, Ramsey & Co., Inc. (the "Representatives"), have
severally agreed, subject to the terms and conditions of an underwriting
agreement among the Company and the Underwriters (the "Underwriting Agreement"),
to purchase the number of shares of Common Stock set forth opposite their
respective names below. The Underwriters are committed to purchase and pay for
all of such shares if any are purchased.

<TABLE>
<CAPTION>
NUMBER
UNDERWRITER OF SHARES
- --------------------------------------------------------------------------------- ----------
<S> <C>
BancAmerica Robertson Stephens...................................................
Volpe Brown Whelan & Company, LLC................................................
Friedman, Billings, Ramsey & Co., Inc............................................
----------
Total......................................................................
----------
----------
</TABLE>

The Representatives have advised the Company that they propose to offer the
shares of Common Stock to the public at the offering price set forth on the
cover page of this Prospectus and to certain dealers at such price less a
concession of not in excess of $ per share, of which $ may be
reallowed to other dealers. After the initial public Offering, the public
offering price, concession and reallowance to dealers may be reduced by the
Representatives. No such reduction shall affect the amount of proceeds to be
received by the Company as set forth on the cover page of this Prospectus.

The Company has granted to the Underwriters an option exercisable during the
30-day period after the date of this Prospectus, to purchase up to 630,000
additional shares of Common Stock at the same prices per share as the Company
will receive for the 4,200,000 shares that the Underwriters have agreed to
purchase from the Company. To the extent that the Underwriters exercise such
option, each of the Underwriters will have a firm commitment to purchase
approximately the same percentage of such additional shares that the number of
shares of Common Stock to be purchased by it shown in the above table represents
as a percentage of the 4,200,000 shares offered hereby. If purchased, such
additional shares will be sold by the Underwriters on the same terms as those on
which the 4,200,000 shares are being sold.

The Underwriting Agreement contains covenants of indemnity between the
Underwriters and the Company against certain civil liabilities, including
liabilities under the Securities Act and liabilities arising from breaches of
representations and warranties contained in the Underwriting Agreement.

Pursuant to the terms of the Lock-Up Agreements, certain directors and
executive officers of Aztec, who hold approximately shares of the Common Stock,
have agreed with the Representatives that for a period of 180 days after the
date of this Prospectus (the "Lock-Up Period"), that, subject to certain limited
exceptions, they will not sell or otherwise dispose of shares of Common Stock,
including shares issuable under options or warrants exercisable during the
Lock-Up Period, any options or warrants to purchase shares of Common Stock or
any securities convertible into or exchangeable for shares of Common Stock owned
directly by such holders or with respect to which they have the power of
disposition without the prior written consent of BancAmerica Robertson Stephens.
However, BancAmerica Robertson Stephens may, in its sole discretion and at any
time without notice, release all or any portion of the securities subject to
lock-up agreements. There are no agreements between the Representatives and any
of the Company's stockholders providing consent by the Representatives to the
sale of shares prior to the expiration of the Lock-Up Period. The Company has
agreed that during the Lock-Up Period, the Company will not, subject to certain
exceptions, without the prior written consent of BancAmerica Robertson Stephens,
(i) consent to the disposition of any shares held by stockholders prior to the
expiration of the Lock-Up Period or (ii) issue, sell, contract to sell or
otherwise dispose of, any shares of Common Stock, any options or warrants to
purchase any shares of Common Stock or any securities convertible into,
exercisable for or

57
<PAGE>
exchangeable for shares of Common Stock, other than the Company's sale of shares
in this Offering, the issuance of Common Stock upon the exercise of outstanding
options and warrants and the Company's issuance of options and stock under the
existing stock option and stock purchase plans. See "Shares Eligible for Future
Sale."

The Representatives have advised the Company that they do not intend to
confirm sales to any accounts over which they exercise discretionary authority.

Prior to this Offering, there has been no public market for the Common Stock
of the Company. Consequently, the initial public offering price for the Common
Stock offered hereby was determined through negotiations between the Company and
the Representatives. Among the factors to be considered in such negotiations
will be prevailing market conditions, certain financial information of the
Company, market valuations of other companies that the Company and the
Representatives believe to be comparable to the Company, estimates of the
business potential of the Company, the present state of the Company's
development and other factors deemed relevant.

Certain persons participating in this Offering may engage in transactions,
including syndicate covering transactions or the imposition of penalty bids,
which may involve the purchase of Common Stock on the Nasdaq National Market or
otherwise. Such transactions may stabilize or maintain the market price of the
Common Stock at a level above that which might otherwise prevail in the open
market and, if commenced, may be discontinued at any time.

The Representatives have advised the Company that, pursuant to Regulation M
under the Securities Act, certain persons participating in the Offering may
engage in transactions, including stabilizing bids, syndicate covering
transactions or the imposition of penalty bids, which may have the effect of
stabilizing or maintaining the market price of the Common Stock at a level above
that which might otherwise prevail in the open market. A "stabilizing bid" is a
bid for or the purchase of the Common Stock on behalf of the Underwriters for
the purpose of fixing or maintaining the price of the Common Stock. A "syndicate
covering transaction" is the bid for or the purchase of the Common Stock on
behalf of the Underwriters to reduce a short position incurred by the
Underwriters in connection with the Offering. A "penalty bid" is an arrangement
permitting the Representatives to reclaim the selling concession otherwise
accruing to an Underwriter or syndicate member in connection with the Offering
if the Common Stock originally sold by such Underwriter or syndicate member is
purchased by the Representatives in a syndicate covering transaction and has
therefore not been effectively placed by such Underwriter or syndicate member.
The Representatives have advised the Company that such transactions may be
effected on the Nasdaq National Market or otherwise and, if commenced, may be
discontinued at any time.

LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed upon for the
Company by Wilmer, Cutler & Pickering, Washington, D.C. Certain legal matters in
connection with the Common Stock will be passed upon for the Underwriters by
Winston & Strawn, Chicago, Illinois.

EXPERTS

The consolidated financial statements of Aztec Technology Partners, Inc. as
of April 30, 1996 and April 26, 1997 and for each of the fiscal years ended
March 31, 1995, March 31, 1996 and April 26, 1997 included in this Prospectus,
except as they relate to Fortran as of March 31, 1996 and March 31, 1995 and for
each of the three years in the period ended March 31, 1996, have been audited by
Price Waterhouse LLP, independent accountants, and insofar as they related to
Fortran Corp. by Rubin Koehmstedt and Nadler, independent accountants, whose
report dated June 7, 1996 thereon appears herein. Such financial statements have
been so included in reliance on the reports of such independent accountants
given on the authority of such firms as experts in auditing and accounting.

58
<PAGE>
The combined financial statements of Aztec East Inc. and Affiliates as of
December 31, 1996 and 1995 and for the years then ended included in this
Prospectus have been so included in reliance on the June 22, 1997 report of B.N.
Kozin Company, independent accountants, given on the authority of said firm as
experts in auditing and accounting.

The financial statements of Compel Corporation as of December 31, 1996 and
1995 and for the years then ended included in this Prospectus have been so
included in reliance on the January 30, 1998 report of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.

ADDITIONAL INFORMATION

The Company has filed with the Commission, a registration statement on Form
S-1 pursuant to the Securities Act with respect to the Common Stock offered
hereby (the "Registration Statement"). This prospectus (the "Prospectus") does
not contain all the information set forth in the Registration Statement and the
exhibits and schedules thereto, certain items of which are omitted as permitted
by the rules and regulations of the Commission. Statements contained in this
Prospectus concerning the provisions of any document filed with the Registration
Statement as exhibits are necessarily summaries of such documents, and each such
statement is qualified in its entirety by reference to the copy of the
applicable document filed as an exhibit to the Registration Statement. For
further information about the Company and the Common Stock offered hereby,
reference is made to the Registration Statement and to the financial statements,
schedules and exhibits filed as a part thereof.

Upon completion of the Offering, the Company will be subject to the
information requirements of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and, in accordance therewith, will file reports and other
information with the Commission. The Registration Statement, the exhibits and
schedules forming a part thereof and the reports and other information filed by
the Company with the Commission in accordance with the Exchange Act may be
inspected without charge at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549; at its New York
Regional Office, 7 World Trade Center, 13th Floor, New York, New York 10048; and
its Chicago Regional Officer, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material can be obtained from the public
reference section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549, upon payment of the prescribed rates. The Commission maintains a Web site
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission, and the
address of such site is http://www.sec.gov.

59
<PAGE>
AZTEC TECHNOLOGY PARTNERS, INC.

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S> <C>
PAGE
---------
AZTEC TECHNOLOGY PARTNERS, INC. HISTORICAL FINANCIAL STATEMENTS
Report of Price Waterhouse LLP, Independent Accountants F-2
Report of Rubin, Koehmstedt and Nadler, Independent Auditors F-3
Consolidated Balance Sheet as of April 30, 1996, April 25, 1997 and January 24,
1998 (unaudited) F-4
Consolidated Statement of Income for the years ended March 31, 1995 and 1996, the
fiscal year ended April 26, 1997 and the nine months ended January 25, 1997
(unaudited) and January 24, 1998 (unaudited) F-5
Consolidated Statement of Stockholder's Equity for the years ended March 31, 1995
and 1996, the fiscal year ended April 26, 1997 and the nine months ended January
24, 1998 (unaudited) F-6
Consolidated Statement of Cash Flows for the years ended March 31, 1995 and 1996,
the fiscal year ended April 26, 1997 and the nine months ended January 25, 1997
(unaudited) and January 24, 1998 (unaudited) F-7
Notes to Consolidated Financial Statements F-9

AZTEC EAST, INC. AND AFFILIATES
Report of B.N. Kozin Company, Independent Accountants F-22
Balance Sheet as of December 31, 1995 and 1996 and September 30, 1997 (unaudited) F-23
Statement of Operations for the years ended December 31, 1995 and 1996 and the nine
months ended September 30, 1996 (unaudited) and 1997 (unaudited) F-24
Statement of Shareholders' Equity for the years ended December 31, 1995 and 1996
and the nine months ended September 30, 1997 (unaudited) F-25
Statement of Cash Flows for the years ended December 31, 1995 and 1996 and the nine
months ended September 30, 1996 (unaudited) and 1997 (unaudited) F-26
Notes to Financial Statements F-27

COMPEL CORPORATION
Report of Price Waterhouse LLP, Independent Accountants F-30
Balance Sheet as of December 31, 1995 and 1996 and September 30, 1997 (unaudited) F-31
Statement of Income for the years ended December 31, 1994, 1995 and 1996 and the
nine months ended September 30, 1996 (unaudited) and 1997 (unaudited) F-32
Statement of Stockholders' Equity for the years ended December 31, 1994, 1995 and
1996 and the nine months ended September 30, 1997 (unaudited) F-33
Statement of Cash Flows for the years ended December 31, 1994, 1995 and 1996 and
the nine months ended September 30, 1996 (unaudited) and 1997 (unaudited) F-34
Notes to Financial Statements F-35

AZTEC TECHNOLOGY PARTNERS, INC. PRO FORMA COMBINED FINANCIAL STATEMENTS (UNAUDITED)
Introduction to Pro Forma Financial Information (unaudited) F-41
Pro Forma Combined Balance Sheet as of January 24, 1998 (unaudited) F-42
Pro Forma Combined Statement of Income for the nine months ended January 24, 1998
(unaudited) F-43
Pro Forma Combined Statement of Income for the nine months ended January 25, 1997
(unaudited) F-44
Pro Forma Combined Statement of Income for the fiscal year ended April 26, 1997
(unaudited) F-45
Notes to Pro Forma Combined Financial Statements (unaudited) F-46
</TABLE>

F-1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors
of Aztec Technology Partners, Inc.

In our opinion, based upon our audits and the report of other auditors, the
accompanying consolidated balance sheet and the related consolidated statements
of income, of stockholder's equity and of cash flows present fairly, in all
material respects, the financial position of Aztec Technology Partners, Inc.
("Aztec") and its subsidiaries at April 30, 1996 and April 26, 1997, and the
results of their operations and their cash flows for the fiscal years ended
March 31, 1995, March 31, 1996 and April 26, 1997, in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of Aztec's management; our responsibility is to express an
opinion on these financial statements based on our audits. We did not audit the
financial statements of Fortran Corp., a wholly-owned subsidiary, which
statements reflect total revenues of $20,243,000 and $20,775,000 for the fiscal
years ended March 31, 1995 and 1996, respectively. Those statements were audited
by other auditors whose report thereon has been furnished to us, and our opinion
expressed herein, insofar as it relates to the amounts included for Fortran
Corp., is based solely on the report of the other auditors. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits and the report of other auditors provide a reasonable basis for the
opinion expressed above.

PRICE WATERHOUSE LLP

Minneapolis, Minnesota
February 4, 1998, except for Note 1 and the last paragraph of Note 3,
which are as of May 14, 1998

F-2
<PAGE>
REPORT OF INDEPENDENT AUDITORS

To the Stockholders and Board of Directors
Fortran Corp.
Newington, Virginia

We have audited the accompanying balance sheet of Fortran Corp. as of March
31, 1996, and 1995 and the related statements of earnings, changes in
stockholders' equity, and cash flows for the years ended March 31, 1996, 1995,
and 1994 (not presented separately herein). These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to and above present
fairly, in all material respects, the financial position of Fortran Corp. as of
March 31, 1996, and 1995 and the results of its operations and its cash flows
for three years ended March 31, 1996, 1995 and 1994 in conformity with generally
accepted accounting principles.

As described in Note 9 to the financial statements, on August 21, 1996, the
Company entered into a letter of intent to exchange all of its issued and
outstanding shares of common stock for shares of U.S. Office Products Company
common stock.

RUBIN, KOEHMSTEDT AND NADLER

Springfield, Virginia

June 7, 1996, except for Note 9,
as to which the date is
October 24, 1996

F-3
<PAGE>
AZTEC TECHNOLOGY PARTNERS, INC.

CONSOLIDATED BALANCE SHEET

(IN THOUSANDS)
<TABLE>
<CAPTION>
PRO FORMA
(NOTE 3)
APRIL 30, APRIL 26, JANUARY 24, JANUARY 24,
ASSETS 1996 1997 1998 1998
--------- --------- -----------
<S> <C> <C> <C> <C>
(UNAUDITED) (UNAUDITED)
Current assets:
Cash and cash equivalents...................................... $ 5,609 $ 1,106 $ 117 $
Accounts receivable, less allowance for doubtful accounts of
$123, $351 and $790, respectively............................ 19,966 22,342 46,615 46,615
Inventories.................................................... 4,451 3,904 12,578 12,578
Receivable from U.S. Office Products........................... 1,216 7,862
Unbilled percentage of completion revenues..................... 725 2,871 1,452 1,452
Prepaid expenses and other current assets...................... 562 1,704 4,252 4,252
--------- --------- ----------- -----------
Total current assets....................................... 31,313 33,143 72,876 64,897

Property and equipment, net...................................... 1,755 2,163 5,074 5,074
Goodwill, net.................................................... 63,891 63,891
Other assets..................................................... 877 2,005 506 506
--------- --------- ----------- -----------
Total assets............................................... $ 33,945 $ 37,311 $ 142,347 $ 134,368
--------- --------- ----------- -----------
--------- --------- ----------- -----------

LIABILITIES AND STOCKHOLDER'S EQUITY
<S> <C> <C> <C> <C>
Current liabilities:
Short-term debt................................................ $ 5,580 $ 76 $ 304 $ 304
Accounts payable............................................... 10,805 11,803 23,329 23,329
Accrued compensation........................................... 1,857 1,651 3,898 3,898
Deferred revenue............................................... 2,536 2,499 5,402 5,402
Income taxes payable........................................... 389 679 4,652 4,652
Accrued subchapter S corporation distributions................. 1,320
Other accrued liabilities...................................... 1,482 1,847 3,443 3,443
--------- --------- ----------- -----------
Total current liabilities.................................. 22,649 19,875 41,028 41,028

Long-term debt................................................... 799 167 386 4,696
Long-term payable to U.S. Office Products........................ 4,786 9,957
Deferred income taxes............................................ 857 857 857
--------- --------- ----------- -----------
Total liabilities.......................................... 23,448 25,685 52,228 46,581
--------- --------- ----------- -----------

Commitments and contingencies

Stockholder's equity:
Divisional equity.............................................. 148 8,897 80,818 80,818
Retained earnings.............................................. 10,349 2,729 9,301 6,969
--------- --------- ----------- -----------
Total stockholder's equity................................. 10,497 11,626 90,119 87,787
--------- --------- ----------- -----------
Total liabilities and stockholder's equity................. $ 33,945 $ 37,311 $ 142,347 $ 134,368
--------- --------- ----------- -----------
--------- --------- ----------- -----------
</TABLE>

See accompanying notes to consolidated financial statements.

F-4
<PAGE>
AZTEC TECHNOLOGY PARTNERS, INC.

CONSOLIDATED STATEMENT OF INCOME

(IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE NINE
FOR THE FISCAL YEAR ENDED MONTHS ENDED
------------------------------------ ------------------------
<S> <C> <C> <C> <C> <C>
MARCH 31, MARCH 31, APRIL 26, JANUARY 25, JANUARY 24,
1995 1996 1997 1997 1998
----------- ----------- ---------- ----------- -----------

<CAPTION>
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenues:
Products.......................................... $ 74,645 $ 97,567 $ 97,253 $ 72,494 $ 91,662
Services.......................................... 14,354 16,488 39,025 28,801 50,850
----------- ----------- ---------- ----------- -----------
Total revenues.................................. 88,999 114,055 136,278 101,295 142,512
----------- ----------- ---------- ----------- -----------
Cost of revenues:
Products.......................................... 58,351 75,640 91,148 67,782 86,074
Services.......................................... 7,507 8,473 10,981 8,267 21,821
----------- ----------- ---------- ----------- -----------
Total cost of revenues.......................... 65,858 84,113 102,129 76,049 107,895
----------- ----------- ---------- ----------- -----------
Gross profit.................................... 23,141 29,942 34,149 25,246 34,617
Selling, general and administrative expenses........ 14,942 20,510 21,525 15,637 22,951
Goodwill amortization expense....................... 414
Non-recurring acquisition costs..................... 2,274 1,906
----------- ----------- ---------- ----------- -----------
Operating income................................ 8,199 9,432 10,350 7,703 11,252
Other (income) expense:
Interest expense.................................. 331 420 324 310 169
Interest income................................... (118) (416) (168) (169) (167)
Other............................................. (111) (964) (53) 234 (14)
----------- ----------- ---------- ----------- -----------
Income before provision for income taxes............ 8,097 10,392 10,247 7,328 11,264
Provision for income taxes.......................... 401 750 3,524 1,771 4,692
----------- ----------- ---------- ----------- -----------
Net income.......................................... $ 7,696 $ 9,642 $ 6,723 $ 5,557 $ 6,572
----------- ----------- ---------- ----------- -----------
----------- ----------- ---------- ----------- -----------
Weighted-average shares outstanding:
Basic............................................. 9,112 13,509 18,005 17,196 22,952
Diluted........................................... 9,141 13,675 18,352 17,565 23,437
Per share amounts:
Basic............................................. $0.84 $0.71 $0.37 $0.32 $0.29
----------- ----------- ---------- ----------- -----------
----------- ----------- ---------- ----------- -----------
Diluted........................................... $0.84 $0.71 $0.36 $0.32 $0.28
----------- ----------- ---------- ----------- -----------
----------- ----------- ---------- ----------- -----------

Unaudited pro forma net income (see Note 8)......... $ 4,592 $ 4,033 $ 6,572
---------- ----------- -----------
---------- ----------- -----------
Unaudited pro forma income per share:
Basic............................................. $0.26 $0.23 $0.29
---------- ----------- -----------
---------- ----------- -----------
Diluted........................................... $0.25 $0.23 $0.28
---------- ----------- -----------
---------- ----------- -----------
</TABLE>

See accompanying notes to consolidated financial statements.

F-5
<PAGE>
AZTEC TECHNOLOGY PARTNERS, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY

(IN THOUSANDS)

<TABLE>
<CAPTION>
TOTAL
DIVISIONAL RETAINED STOCKHOLDER'S
EQUITY EARNINGS EQUITY
----------- --------- -------------
<S> <C> <C> <C>
Balance at March 31, 1994................................................... $ 440 $ 6,305 $ 6,745
Transactions of Pooled Companies:
Capital distribution.................................................... (292) (292)
Cash dividends.......................................................... (3,087) (3,087)
Net income................................................................ 7,696 7,696
----------- --------- -------------
Balance at March 31, 1995................................................... 148 10,914 11,062
Cash dividends at Pooled Companies........................................ (7,389) (7,389)
Adjustments to conform the fiscal year-ends of Pooled Companies........... (2,818) (2,818)
Net income................................................................ 9,642 9,642
----------- --------- -------------
Balance at April 30, 1996................................................... 148 10,349 10,497
Transactions of Pooled Companies:
Undistributed earnings of subchapter S corporations..................... 8,749 (8,749)
Cash dividends paid and declared........................................ (5,594) (5,594)
Net income................................................................ 6,723 6,723
----------- --------- -------------
Balance at April 26, 1997................................................... 8,897 2,729 11,626
Unaudited data:
Issuance of U.S. Office Products common stock in conjunction with
acquisitions............................................................ 71,921 71,921
Net income................................................................ 6,572 6,572
----------- --------- -------------
Balance at January 24, 1998 (unaudited)..................................... $ 80,818 $ 9,301 $ 90,119
----------- --------- -------------
----------- --------- -------------
</TABLE>

See accompanying notes to consolidated financial statements.

F-6
<PAGE>
AZTEC TECHNOLOGY PARTNERS, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE NINE
FOR THE FISCAL YEAR ENDED MONTHS ENDED
------------------------------------- --------------------------
<S> <C> <C> <C> <C> <C>
MARCH 31, MARCH 31, APRIL 26, JANUARY 25, JANUARY 24,
1995 1996 1997 1997 1998
----------- ----------- ----------- ------------- -----------

<CAPTION>
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net income......................................... $ 7,696 $ 9,642 $ 6,723 $ 5,557 $ 6,572
Adjustment to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization expense............ 454 494 541 359 1,140
Non-recurring acquisition costs.................. 2,274 1,906
Gain on sale of division at Pooled Company....... (761)
Deferred taxes................................... (66) 645
Changes in current assets and liabilities (net of
assets acquired and liabilities assumed in
business combinations accounted for under the
purchase method):
Accounts receivable............................ (5,963) (5,441) (2,376) (4,463) (7,815)
Inventory...................................... (2,162) 595 547 1,066 (2,171)
Prepaid expenses and other current assets...... 140 (585) (3,120) (1,789) 3,153
Accounts payable............................... 4,272 (475) 997 1,973 2,875
Accrued liabilities............................ 1,652 867 20 706 3,571
----------- ----------- ----------- ------ -----------
Net cash provided by operating activities.... 6,089 4,270 6,251 5,315 7,325
----------- ----------- ----------- ------ -----------
Cash flows from investing activities:
Additions to property and equipment, net of
disposals........................................ (888) (552) (949) (806) (1,290)
Payments of non-recurring acquisition costs........ (1,814) (1,235) (460)
Deposits........................................... (83) (421) (1,312) (1,287)
Cash received in sale of division at Pooled
Company.......................................... 1,275
Cash received in acquisitions...................... 320
Other.............................................. 12 4 161
----------- ----------- ----------- ------ -----------
Net cash provided by (used in) investing
activities................................. (959) 306 (3,914) (3,328) (1,430)
----------- ----------- ----------- ------ -----------
Cash flows from financing activities:
Proceeds from (payments of) short-term debt, net... (491) 3,683 (5,504) (3,396) (2,105)
Proceeds from issuance of long-term debt........... 2,126 1,196 305 236
Payments of long-term debt......................... (698) (937) (281) (1,984)
Payments of dividends at Pooled Companies.......... (3,087) (7,389) (4,274) (4,104) (1,320)
Advances from (payments to) U.S. Office Products
Company.......................................... 3,570 2,276 (1,475)
Capital distributed to stockholder's of Pooled
Company.......................................... (292)
Net change in cash due to conforming fiscal year-
ends of certain Pooled Companies................. 176
----------- ----------- ----------- ------ -----------
Net cash used in financing activities........ (1,744) (3,032) (6,840) (5,269) (6,884)
----------- ----------- ----------- ------ -----------

Net increase (decrease) in cash and cash
equivalents........................................ 3,386 1,544 (4,503) (3,282) (989)
Cash and cash equivalents at beginning of period..... 679 4,065 5,609 5,609 1,106
----------- ----------- ----------- ------ -----------
Cash and cash equivalents at end of period........... $ 4,065 $ 5,609 $ 1,106 $ 2,327 $ 117
----------- ----------- ----------- ------ -----------
----------- ----------- ----------- ------ -----------
</TABLE>

F-7
<PAGE>
AZTEC TECHNOLOGY PARTNERS, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS -CONTINUED

(IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE NINE
FOR THE FISCAL YEAR ENDED MONTHS ENDED
----------------------------------------- ----------------------------
<S> <C> <C> <C> <C> <C>
MARCH 31, MARCH 31, APRIL 26, JANUARY 25, JANUARY 24,
1995 1996 1997 1997 1998
------------- ------------- ----------- ------------- -------------

<CAPTION>
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Supplemental disclosures of cash flow information:
Interest paid...................................... $ 335 $ 526 $ 282 $ 213 $ 123
Income taxes paid.................................. $ 422 $ 452 $ 2,460 $ 1,087 $ 1,444
</TABLE>

The Company issued common stock in connection with certain business
combinations during the nine months ended January 24, 1998. The fair values of
the assets and liabilities of the acquired companies at the dates of the
acquisitions are presented as follows:

<TABLE>
<CAPTION>
FOR THE NINE
MONTHS ENDED
JANUARY 24,
1998
---------------
<S> <C>
(UNAUDITED)
Accounts receivable.............................................................................. $ 16,457
Inventories...................................................................................... 6,503
Prepaid expenses and other current assets........................................................ 2,608
Property and equipment........................................................................... 2,347
Goodwill......................................................................................... 64,305
Other assets..................................................................................... 174
Short-term debt.................................................................................. (2,332)
Accounts payable................................................................................. (8,651)
Accrued liabilities.............................................................................. (7,607)
Long-term debt................................................................................... (2,203)
-------
Net assets acquired.......................................................................... $ 71,601
-------
-------
The acquisitions were funded as follows:
Common stock..................................................................................... $ 71,921
Cash received.................................................................................... (320)
-------
Total........................................................................................ $ 71,601
-------
-------
</TABLE>

See accompanying notes to consolidated financial statements.

F-8
<PAGE>
AZTEC TECHNOLOGY PARTNERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars In Thousands)

1. BACKGROUND

Aztec Technology Partners, Inc. (the "Company") is a Delaware corporation
which is a wholly-owned subsidiary of U.S. Office Products Company ("U.S. Office
Products"). On January 13, 1998, U.S. Office Products announced its intention to
spin-off its Technology Solutions division as an independent publicly owned
company. This transaction is expected to be effected through the distribution of
shares of the Company to U.S. Office Products shareholders effective on or about
June 9, 1998 (the "Distribution"). Prior to the Distribution, U.S. Office
Products plans to contribute its equity interests in certain wholly-owned
subsidiaries associated with U.S. Office Products' Technology Solutions division
to the Company. U.S. Office Products and the Company will enter into a number of
agreements to facilitate the Distribution and the transition of the Company to
an independent business enterprise. Additionally, in connection with the
Distribution, the Company anticipates selling 4.2 million shares of its common
stock (4.83 million shares if the over-allotment is sold) in an initial public
offering ("IPO").

The Technology Solutions division was created by U.S. Office Products in
October 1996 and completed five business combinations accounted for under the
pooling-of-interests method during the period from October 1996 to April 1997
("the Pooled Companies"). As a result of these business combinations being
accounted for under the pooling-of-interests method, the results of the Company
prior to the completion of such business combinations represent the combined
results of the Pooled Companies operating as separate autonomous entities.

2. BASIS OF PRESENTATION

The consolidated financial statements reflect the assets, liabilities,
divisional equity, revenues and expenses that were directly related to the
Company as it was operated within U.S. Office Products. In cases involving
assets and liabilities not specifically identifiable to any particular business
of U.S. Office Products, only those assets and liabilities expected to be
transferred to the Company prior to the Distribution were included in the
Company's separate consolidated balance sheet. The Company's statement of income
includes all of the related costs of doing business including an allocation of
certain general corporate expenses of U.S. Office Products which were not
directly related to these businesses including certain corporate executives'
salaries, accounting and legal fees, departmental costs for accounting, finance,
legal, purchasing, marketing, human resources as well as other general overhead
costs. These allocations were based on a variety of factors, dependent upon the
nature of the costs being allocated, including revenues, number and size of
acquisitions and number of employees. Management believes these allocations were
made on a reasonable basis.

U.S. Office Products uses a centralized approach to cash management and the
financing of its operations. As a result, minimal amounts of cash and cash
equivalents and an agreed upon amount of debt will be allocated to the Company
at the time of the Distribution. The consolidated statement of income includes
an allocation of interest expense on all debt allocated to the Company. See Note
7 for further discussion of interest expense.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and

F-9
<PAGE>
AZTEC TECHNOLOGY PARTNERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(Dollars In Thousands)

liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

CHANGE IN FISCAL YEAR

Prior to their respective dates of acquisition by U.S. Office Products, the
Pooled Companies reported results on years ending on March 31 and December 31.
Upon acquisition by U.S. Office Products and effective for the fiscal year ended
April 26, 1997 ("fiscal 1997"), the Pooled Companies changed their year-ends
from March 31 and December 31 to conform to U.S. Office Products' fiscal year,
which ends on the last Saturday in April.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries. All significant intercompany transactions and
accounts are eliminated in consolidation.

CASH AND CASH EQUIVALENTS

The Company considers temporary cash investments with original maturities of
three months or less from the date of purchase to be cash equivalents.

CONCENTRATION OF CREDIT RISK

Financial instruments which potentially subject the Company to
concentrations of credit risk consist primarily of trade accounts receivable.
Receivables arising from sales to customers are not collateralized and, as a
result, management continually monitors the financial condition of its customers
to reduce the risk of loss.

INVENTORIES

Inventories are stated at the lower of cost or market with cost determined
on a first-in, first-out (FIFO) basis and consist primarily of products held for
sale.

PROPERTY AND EQUIPMENT

Property and equipment is stated at cost. Additions and improvements are
capitalized. Maintenance and repairs are expensed as incurred. Depreciation of
property and equipment is calculated using the straight-line method over the
estimated useful lives of the respective assets. The estimated useful lives
range from 25 to 40 years for buildings and its components and 3 to 15 years for
furniture, fixtures and equipment. Property and equipment leased under capital
leases is being amortized over the lesser of its useful life or its lease terms.

GOODWILL

Goodwill represents the excess of cost over the fair value of assets
acquired in business combinations accounted for under the purchase method.
Substantially all goodwill is amortized on a straight line basis over estimated
useful lives of 25-40 years. Management periodically evaluates the
recoverability of goodwill, which would be adjusted for a permanent decline in
value, if any, by comparing anticipated undiscounted future cash flows from
operations to net book value.

F-10
<PAGE>
AZTEC TECHNOLOGY PARTNERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(Dollars In Thousands)

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of the Company's financial instruments including cash
and cash equivalents, accounts receivable and accounts payable approximate fair
value.

INCOME TAXES

As a division of U.S. Office Products, the Company does not file separate
federal income tax returns but rather is included in the federal income tax
returns filed by U.S. Office Products and its subsidiaries from the respective
dates that the entities within the Company were acquired by U.S. Office
Products. For purposes of the consolidated financial statements, the Company's
allocated share of U.S. Office Products' income tax provision was based on the
"separate return" method. Certain companies acquired in pooling-of-interests
transactions elected to be taxed as Subchapter S corporations, and accordingly,
no federal income taxes were recorded by those companies for periods prior to
their acquisition by U.S. Office Products.

REVENUE RECOGNITION

Revenue from hardware and packaged software sales is recognized upon
shipment provided there are no uncertainties regarding customer acceptance and
collectibility of related receivable is considered probable.

Revenue from software development contracts is recognized as work is
performed on a "time and materials" basis.

Revenues related to fixed-price contracts are recognized using the
percentage-of-completion method, measured by the percentage of cost incurred to
date to the estimated total cost at completion. This method is used because
management considers accumulated costs to be the best available measure of
progress on these contracts. The cumulative impact of any revision in estimates
of the percent complete is reflected in the period in which the changes become
known. Losses on projects in progress are recognized when known.

Service revenues from consulting, installation and maintenance is recognized
ratably over the contact period or as the service is provided.

Payments received by the Company in advance of product delivery or
performance of services are deferred until earned.

The American Institute of Certified Public Accountants has approved a new
Statement of Position ("SOP"), SOP 97-2, "Software Revenue Recognition" which
will supersede SOP 91-1. Management has assessed this new SOP and believes that
its adoption will not have a material effect on the timing of the Company's
revenue recognition or cause changes to its revenue recognition policies.

ADVERTISING COSTS

The Company expenses advertising costs when the advertisement occurs.
Advertising costs are included in the consolidated statement of income as a
component of selling, general and administrative expenses. Advertising expense
for the fiscal years ended March 31, 1995 and 1996 and the fiscal year ended
April 26, 1997 was $404, $480 and $661, respectively. The Company also earns
co-op funds from certain vendors which can be used for advertising, trade shows
and telemarketing campaigns. These funds are included in the consolidated
statement of income as a credit to the corresponding selling, general and

F-11
<PAGE>
AZTEC TECHNOLOGY PARTNERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(Dollars In Thousands)

administrative expense. Co-op funds for the fiscal years ended March 31, 1995
and 1996 and the fiscal year ended April 26, 1997 were $(564), $(789) and
$(1,453), respectively.

RESEARCH AND DEVELOPMENT COSTS

Research and development costs are charged to operations in the year
incurred. Research and development costs are included in the consolidated
statement of income as a component of selling, general and administrative
expenses.

NON-RECURRING ACQUISITION COSTS

Non-recurring acquisition costs represent acquisition costs incurred by the
Company in business combinations accounted for under the pooling-of-interests
method. These costs include accounting, legal, and investment banking fees, real
estate and environmental assessments and appraisals and various regulatory fees.

NET INCOME PER SHARE

Net income per share is calculated in accordance with the Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share," which
establishes standards for computing and presenting earnings per share ("EPS").
SFAS No. 128 requires dual presentation of basic and diluted EPS on the face of
the income statement. Basic EPS excludes dilution and is computed by dividing
income available to common shareholders by the weighted-average number of shares
outstanding for the period. Diluted EPS reflects the potential dilution that
could occur if securities or other contracts to issue common stock were
exercised or converted into common stock. The difference between the
weighted-average number of shares of common shares used for the diluted EPS is
comprised of the dilutive effect of outstanding common stock options. However, a
portion of the Company's employee stock options outstanding during the periods
presented were not included in the computation of diluted EPS as they were
anti-dilutive.

NEW ACCOUNTING PRONOUNCEMENT

In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income." SFAS No. 130 establishes standards for the reporting and display of
comprehensive income and its components (revenues, expenses, gains and losses)
in a full set of general purpose financial statements. SFAS No. 130 requires
that all items required to be recognized under accounting standards as
components of comprehensive income be reported in a financial statement that is
displayed with the same prominence as other financial statements. SFAS No. 130
is effective for fiscal years beginning after December 15, 1997.
Reclassification of financial statements for earlier periods provided for
comparative purposes is required. The Company intends to adopt SFAS No. 130 in
the fiscal year ended April 24, 1999.

UNAUDITED INTERIM FINANCIAL DATA

In the opinion of management, the Company has made all adjustments,
consisting only of normal recurring accruals, necessary for a fair presentation
of the financial condition of the Company as of January 24, 1998 and the results
of operations and of cash flows for the nine months ended January 25, 1997 and
January 24, 1998, as presented in the accompanying unaudited consolidated
financial data.

F-12
<PAGE>
AZTEC TECHNOLOGY PARTNERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(Dollars In Thousands)

PRO FORMA INFORMATION (UNAUDITED)

The pro forma balance sheet information at January 24, 1998 adjusts the
historical January 24, 1998 balances to give effect to the allocation of $5,000
of total debt to the Company by U.S. Office Products. The Company will pay
$4,427 to U.S. Office Products (consisting of (i) the net of the $9,957 payable
to U.S. Office Products and the $7,862 receivable from U.S. Office Products and
(ii) a distribution of $2,332) with the use of available cash of $117 and $4,310
in borrowings drawn from the Company's existing working capital credit facility.

DISTRIBUTION RATIO

On May 14, 1998, the U.S. Office Products Board of Directors approved the
distribution ratio for the Company in connection with the Distribution. At the
date of Distribution, the Company will issue to U.S. Office Products
shareholders one share of its common stock for every five shares of U.S. Office
Products common stock held by each respective shareholder. The share data
reflected in the accompanying financial statements represents the historical
share data for U.S. Office Products for the period or as of the date indicated,
and retroactively adjusted to give effect to the one for five distribution
ratio.

4. BUSINESS COMBINATIONS

POOLING-OF-INTERESTS METHOD

In fiscal 1997, the Company issued 4,775,757 shares of U.S. Office Products
common stock to acquire the Pooled Companies.

The Pooled Companies and the number of shares issued are as follows:

<TABLE>
<CAPTION>
NUMBER OF
COMPANY NAME SHARES ISSUED
- ------------------------------------------------------------------------------- -------------
<S> <C>
Bay State Computer Group....................................................... 906,576
Digital Network Associates, Inc. .............................................. 761,946
Fortran Corp. ................................................................. 1,650,000
Office Equipment Service, Inc. ................................................ 661,656
Professional Computer Solutions, Inc. ......................................... 795,579
-------------
Total shares issued.......................................................... 4,775,757
-------------
-------------
</TABLE>

The Company's consolidated financial statements give retroactive effect to
the acquisitions of the Pooled Companies for all periods presented. All of the
Pooled Companies previously reported on fiscal years ending other than April 30,
1996 and April 26, 1997. Upon completion of the acquisitions of the Pooled
Companies, their year-ends were changed to U.S. Office Products' year-end of the
last Saturday in April.

Commencing on May 1, 1996, the year-ends of the Pooled Companies were
changed to April 26, 1997, resulting in an adjustment to retained earnings of
$(2,818) during the fiscal year ended April 30, 1996. This adjustment consisted
of revenues, costs and expenses, and dividends of $17,294, $15,026 and $5,086,
respectively, during the period of time between the Pooled Companies most
recently completed year-end and April 30, 1996.

F-13
<PAGE>
AZTEC TECHNOLOGY PARTNERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(Dollars In Thousands)

The following presents the separate results, in each of the periods
presented, of the Company (excluding the results of Pooled Companies prior to
the dates on which they were acquired), and the Pooled Companies up to the dates
on which they were acquired:

<TABLE>
<CAPTION>
AZTEC TECHNOLOGY POOLED
PARTNERS, INC. COMPANIES COMBINED
---------------- ----------- ----------
<S> <C> <C> <C>
For the fiscal year ended March 31, 1995
Revenues............................................................. $ $ 88,999 $ 88,999
Net income........................................................... $ $ 7,696 $ 7,696
For the fiscal year ended March 31, 1996
Revenues............................................................. $ $ 114,055 $ 114,055
Net income........................................................... $ $ 9,642 $ 9,642
For the fiscal year ended April 26, 1997
Revenues............................................................. $ 57,656 $ 78,622 $ 136,278
Net income........................................................... $ 2,109 $ 4,614 $ 6,723
For the nine months ended January 25, 1997 (unaudited):
Revenues............................................................. $ 29,030 $ 72,265 $ 101,295
Net income........................................................... $ 1,670 $ 3,887 $ 5,557
For the nine months ended January 24, 1998 (unaudited):
Revenues............................................................. $ 142,512 $ $ 142,512
Net income........................................................... $ 6,572 $ $ 6,572
</TABLE>

PURCHASE METHOD

During the nine months ended January 24, 1998, the Company made five
acquisitions accounted for under the purchase method for an aggregate purchase
price of $71,601, consisting of 3,255,107 shares of common stock with a market
value of $71,921 and a net of $320 of cash acquired. The total assets related to
these acquisitions were $92,394, including intangible assets of $64,305. The
results of these acquisitions have been included in the Company's results from
their respective dates of acquisition.

5. PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

<TABLE>
<CAPTION>
APRIL 30, APRIL 26,
1996 1997
--------- ---------
<S> <C> <C>
Land..................................................................... $ 143 $ 143
Buildings................................................................ 374 374
Furniture and fixtures................................................... 2,277 3,184
Warehouse equipment...................................................... 323 272
Equipment under capital leases........................................... 169 252
Leasehold improvements................................................... 211 155
--------- ---------
3,497 4,380
Less: Accumulated depreciation........................................... (1,742) (2,217)
--------- ---------
Net property and equipment............................................... $ 1,755 $ 2,163
--------- ---------
--------- ---------
</TABLE>

Depreciation expense for the fiscal years ended March 31, 1995 and 1996 and
April 26, 1997 was $454, $494 and $541, respectively.

F-14
<PAGE>
AZTEC TECHNOLOGY PARTNERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(Dollars In Thousands)

6. GOODWILL

Goodwill consists of the following:

<TABLE>
<CAPTION>
JANUARY 24,
1998
-----------
<S> <C>
(UNAUDITED)
Goodwill......................................................................... $ 64,305
Less: Accumulated amortization................................................... (414)
-----------
Net goodwill................................................................... $ 63,891
-----------
-----------
</TABLE>

Amortization expense for the nine months ended January 24, 1998 was $414.

7. CREDIT FACILITIES

SHORT-TERM DEBT

Short-term debt consists of the following:

<TABLE>
<CAPTION>
APRIL 30, APRIL 26,
1996 1997
----------- -----------
<S> <C> <C>
Credit facility with bank, average interest rate of 8.5% at April 30,
1996. ................................................................. $ 4,080 $
Payable to Pooled Company shareholder.................................... 1,208
Current maturities of long-term debt..................................... 292 76
----------- ---
Total short-term debt.................................................... $ 5,580 $ 76
----------- ---
----------- ---
</TABLE>

LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>
APRIL 30, APRIL 26,
1996 1997
----------- -----------
<S> <C> <C>
Notes payable, secured by certain assets of the Company, interest rates
ranging from 7.8% to 8.4%. ............................................ $ 1,002 $ 111
Capital lease obligations................................................ 89 132
----------- -----------
1,091 243
Less: Current maturities of long-term debt............................... (292) (76)
----------- -----------
Total long-term debt............................................... $ 799 $ 167
----------- -----------
----------- -----------
</TABLE>

F-15
<PAGE>
AZTEC TECHNOLOGY PARTNERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(Dollars In Thousands)

MATURITIES OF LONG-TERM DEBT

Maturities on long-term debt, including capital lease obligations, are as
follows:

<TABLE>
<S> <C>
1998................................................................ $ 76
1999................................................................ 124
2000................................................................ 43
---------
Total maturities of long-term debt $ 243
---------
---------
</TABLE>

PAYABLE TO U.S. OFFICE PRODUCTS

The long-term payable to U.S. Office Products primarily represents payments
made by U.S. Office Products on behalf of the Company and a reasonable
allocation by U.S. Office Products of certain general corporate expenses.
Interest has been allocated to the Company based upon the Company's average
outstanding payable balance with U.S. Office Products at U.S. Office Products
average interest rate during such period. An analysis of the activity in this
account is as follows:

<TABLE>
<S> <C>
Balance at April 30, 1996........................................... $
Payments of long-term debt of Pooled Companies upon acquisition..... 1,710
Payments of acquisition costs....................................... 1,362
Allocated corporate expenses........................................ 388
Operating costs paid by U.S. Office Products........................ 1,326
---------
Balance at April 26, 1997........................................... 4,786
Unaudited data:
Payments of long-term debt of Purchased Companies upon
acquisition......................................................... 1,159
Payments of acquisition costs....................................... 2,274
Allocated corporate expenses........................................ 838
Operating costs paid by U.S. Office Products........................ 900
---------
Balance at January 24, 1998 (unaudited)............................. $ 9,957
---------
---------
</TABLE>

The Company has earned interest on the receivable from U.S. Office Products
at the weighted average interest rate of U.S. Office Products in effect during
the periods. The receivable from U.S. Office Products was generated by the
Company primarily as a result of U.S. Office Products sweeping the Company's
excess cash through the centralized cash management system, which involves daily
advances or sweeps of cash to keep the cash balance at or near zero on a daily
basis. The Company's financial statements include allocations of net interest
expense from U.S. Office Products totaling $130 for the fiscal year ended April
26, 1997.

At the date of Distribution, the Company has agreed to the allocation of
$5,000 in debt from U.S. Office Products. The allocation will first include debt
outstanding with third parties and the balance will represent intercompany debt
payable to U.S. Office Products. The debt payable to U.S. Office Products will
be payable upon the completion of the Distribution.

F-16
<PAGE>
AZTEC TECHNOLOGY PARTNERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(Dollars In Thousands)

8. INCOME TAXES

The provision for income taxes consists of:

<TABLE>
<CAPTION>
FOR THE FISCAL YEAR ENDED
-------------------------------------
MARCH 31, MARCH 31, APRIL 26,
1995 1996 1997
----------- ----------- -----------
<S> <C> <C> <C>
Income taxes currently payable:
Federal................................................... $ 211 $ 485 $ 2,102
State..................................................... 190 331 777
----- ----- -----------
401 816 2,879
----- ----- -----------
Deferred income tax expense (benefit)....................... (66) 645
----- ----- -----------
Total provision for income taxes...................... $ 401 $ 750 $ 3,524
----- ----- -----------
----- ----- -----------
</TABLE>

Deferred taxes are comprised of the following:

<TABLE>
<CAPTION>
APRIL 30, APRIL 26,
1996 1997
----------- -----------
<S> <C> <C>
Current deferred tax assets:
Inventory.............................................................. $ 50 $ 105
Allowance for doubtful accounts........................................ 16 49
Accrued liabilities.................................................... 124
--- -----
Total current deferred tax assets.................................. 66 278
--- -----
Long-term deferred tax liabilities:
Property and equipment................................................. 24
Other.................................................................. (881)
--- -----
Total long-term deferred tax liabilities........................... (857)
--- -----
Net deferred tax asset (liability)................................. $ 66 $ (579)
--- -----
--- -----
</TABLE>

The Company's effective income tax rate varied from the U.S. federal
statutory tax rate as follows:

<TABLE>
<CAPTION>
FOR THE FISCAL YEAR ENDED
-------------------------------------
MARCH 31, MARCH 31, APRIL 26,
1995 1996 1997
----------- ----------- -----------
<S> <C> <C> <C>
U.S. federal statutory rate................................. 35.0% 35.0% 35.0%
State income taxes, net of federal income tax benefit....... 2.3 3.0 5.9
Subchapter S corporation income not subject to corporate
level taxation............................................ (32.3) (30.8) (20.8)
Nondeductible acquisition costs............................. 7.8
Other....................................................... 6.5
----- ----- -----
Effective income tax rate................................... 5.0% 7.2% 34.4%
----- ----- -----
----- ----- -----
</TABLE>

Certain Pooled Companies were organized as subchapter S corporations prior
to the closing of their acquisitions by the Company and, as a result, the
federal tax on their income was the responsibility of their

F-17
<PAGE>
AZTEC TECHNOLOGY PARTNERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(Dollars In Thousands)

individual stockholders. Accordingly, the specific Pooled Companies provided no
federal income tax expense prior to their acquisitions by the Company.

The following unaudited pro forma income tax information is presented in
accordance with SFAS 109 as if the specific Pooled Companies had been subject to
federal income taxes for the entire periods presented.

<TABLE>
<CAPTION>
FOR THE
FISCAL YEAR
ENDED
APRIL 26,
1997
-----------
<S> <C>
Net income per consolidated statement of income..................................... $ 6,723
Pro forma income tax provision adjustment........................................... 2,131
-----------
Pro forma net income................................................................ $ 4,592
-----------
-----------
</TABLE>

9. LEASE COMMITMENTS

The Company leases various types of warehouse and office facilities and
equipment, furniture and fixtures under noncancelable lease agreements which
expire at various dates. Future minimum lease payments under noncancelable
capital and operating leases are as follows:

<TABLE>
<CAPTION>
CAPITAL OPERATING
LEASES LEASES
----------- -----------
<S> <C> <C>
1998..................................................................... $ 76 $ 653
1999..................................................................... 58 598
2000..................................................................... 19 496
2001..................................................................... 479
2002..................................................................... 192
Thereafter............................................................... 431
----- -----------
Total minimum lease payments............................................. 153 $ 2,849
-----------
-----------
Less: Amounts representing interest...................................... (21)
-----
Present value of net minimum lease payments.............................. $ 132
-----
-----
</TABLE>

Rent expense for all operating leases for the fiscal years ended March 31,
1995 and 1996 and April 26, 1997 was $724, $778 and $871, respectively.

10. COMMITMENTS AND CONTINGENCIES

LITIGATION

The Company is, from time to time, a party to litigation arising in the
normal course of its business. Management believes that none of this litigation
will have a material adverse effect on the financial position, results of
operations or cash flows of the Company.

POSTEMPLOYMENT BENEFITS

The Company has entered into employment agreements with several employees
that would result in payments to these employees upon a change of control or
certain other events. No amounts have been

F-18
<PAGE>
AZTEC TECHNOLOGY PARTNERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(Dollars In Thousands)

accrued at April 30, 1996 or April 26, 1997 related to these agreements, as no
change of control has occurred.

DISTRIBUTION

On or before the date of the Distribution, the Company, U.S. Office Products
and the other Spin-Off Companies, will enter into a Distribution Agreement, Tax
Allocation Agreement, and Employee Benefits Agreement, and the Spin-Off
Companies will enter into the Tax Indemnification Agreement. These agreements
are expected to provide, among other things, for U.S. Office Products and the
Company to indemnify each other from tax and other liabilities relating to their
respective businesses prior to and following the Distribution. Certain of the
obligations of the Company and the other Spin-Off Companies to indemnify U.S.
Office Products are joint and several. Therefore, if one of the other Spin-Off
Companies fails to satisfy its indemnification obligations to U.S. Office
Products when such a loss occurs, the Company may be required to reimburse U.S.
Office Products for all or a portion of the losses that otherwise would have
been allocated to other Spin-Off Companies. In addition, the agreements will
allocate liabilities, including general corporate and securities liabilities of
U.S. Office Products not specifically related to the technology business,
between U.S. Office Products and the Company and the other Spin-Off Companies.

11. EMPLOYEE BENEFIT PLANS

Effective September 1, 1996, the Company implemented the U.S. Office
Products 401(k) Retirement Plan (the "401(k) Plan") which allows employee
contributions in accordance with Section 401(k) of the Internal Revenue Code.
The Company matches a portion of employee contributions and all full-time
employees are eligible to participate in the 401(k) Plan after one year of
service.

Certain subsidiaries of the Company have, or had prior to implementation of
the 401(k) Plan, qualified defined contribution benefit plans, which allow for
voluntary pre-tax contributions by the employees. The subsidiaries paid all
general and administrative expenses of the plans and in some cases made matching
contributions on behalf of the employees. For the fiscal years ended March 31,
1995 and 1996 and April 26, 1997, the subsidiaries incurred expenses totaling
$314, $367 and $390, respectively, related to these plans.

12. STOCKHOLDER'S EQUITY

EMPLOYEE STOCK PLANS

Prior to the Distribution, certain employees of the Company participated in
the U.S. Office Products 1994 Long-Term Incentive Plan covering employees of
U.S. Office Products. The Company expects to adopt an employee stock option plan
at approximately the time of the Distribution. Upon the Distribution, the
Company expects to replace the options to purchase shares of common stock of
U.S. Office Products held by employees with options to purchase shares of common
stock of the Company.

U.S. Office Products granted 580,027 options to Company employees under the
Plan during fiscal 1997; and the Company accounted for these options in
accordance with APB Opinion No. 25. Accordingly, because the exercise prices of
the options have equaled the market price on the date of grant, no compensation
expense was recognized for the options granted. Had compensation expense been
recognized based upon the fair value of the stock options on the grant date
under the methodology prescribed by SFAS No. 123, "Accounting for Stock-Based
Compensation," the Company's net income and net income per share for the year
ended April 26, 1997 would not have been materially effected.

F-19
<PAGE>
AZTEC TECHNOLOGY PARTNERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(Dollars In Thousands)

Under a services agreement entered into with Jonathan J. Ledecky ("the
Ledecky Services Agreement"), the Board of Directors of U.S. Office Products has
agreed that Jonathan J. Ledecky will receive a stock option for Company Common
Stock from the Company as of the date of the Distribution. The U.S. Office
Products Board intends the option to be compensation for Mr. Ledecky's services
as a director of the Company, and certain services as an employee of the
Company. The option will cover 7.5% of the outstanding Company Common Stock
determined as of the date of the Distribution, with no anti-dilution provisions
in the event of issuance of additional shares of Common Stock (other than with
respect to stock splits or reverse stock splits). The option will have a per
share exercise price equal to the price of the IPO.

Immediately following the effective date of the registration statements
filed in connection with the IPO and the Distribution, the Company's Board of
Directors is expected to grant options covering approximately 6.9% of the
outstanding shares of the Company's common stock, immediately following the
Distribution and prior to the IPO, to certain executive management personnel and
non-employee directors. The options will be granted under the 1998 Stock
Incentive Plan (the "Plan") and will have a per share exercise price equal to
the IPO price, with other terms to be determined by the Company's Board of
Directors. Total options available for grant under the Plan will be 24.0% of the
outstanding shares of the Company's common stock immediately following the
Distribution and the IPO, including the options to be granted to Mr. Ledecky on
that date.

13. QUARTERLY FINANCIAL DATA (UNAUDITED)

The following presents certain unaudited quarterly financial data for the
fiscal years ended March 31, 1996 and April 26, 1997 and the fiscal year ending:

<TABLE>
<CAPTION>
FISCAL YEAR ENDED MARCH 31, 1996
------------------------------------------------------
FIRST SECOND THIRD FOURTH TOTAL
--------- --------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
Revenues.................................................. $ 30,536 $ 27,653 $ 27,173 $ 28,693 $ 114,055
Gross profit.............................................. 9,490 7,462 6,249 6,741 29,942
Operating income (loss)................................... 5,296 3,036 1,222 (122) 9,432
Net income................................................ 5,315 2,936 1,103 288 9,642
</TABLE>

<TABLE>
<CAPTION>
FISCAL YEAR ENDED APRIL 26, 1997
------------------------------------------------------
FIRST SECOND THIRD FOURTH TOTAL
--------- --------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
Revenues.................................................. $ 34,263 $ 31,898 $ 35,134 $ 34,983 $ 136,278
Gross profit.............................................. 7,982 7,608 9,656 8,903 34,149
Operating income.......................................... 2,695 1,779 3,229 2,647 10,350
Net income................................................ 2,617 1,315 1,625 1,166 6,723
Pro forma income (see Note 8)............................. 1,787 898 1,348 559 4,592
</TABLE>

<TABLE>
<CAPTION>
FISCAL YEAR ENDING APRIL 25, 1998
------------------------------------------------------
FIRST SECOND THIRD FOURTH TOTAL
--------- --------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
Revenues.................................................. $ 42,730 $ 36,875 $ 62,907 $ 142,512
Gross profit.............................................. 9,047 9,718 15,852 34,617
Operating income.......................................... 2,749 3,687 4,816 11,252
Net income................................................ 1,636 2,233 2,703 6,572
Pro forma income (see Note 8)............................. 1,636 2,233 2,703 6,572
</TABLE>

F-20
<PAGE>
AZTEC TECHNOLOGY PARTNERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(Dollars In Thousands)

14. SUBSEQUENT EVENTS (UNAUDITED)

DISTRIBUTION/ACQUISITIONS--PRO FORMA

On January 13, 1998, U.S. Office Products announced its intention to
complete the Distribution described in Note 1. In addition, subsequent to April
26, 1997, the Company has completed five business combinations accounted for
under the purchase method in exchange for U.S. Office Products common stock with
a market value on their respective dates of acquisition of approximately
$71,900. The results of operations for the nine months ended January 24, 1998
include the results of the acquired companies from their respective dates of
acquisition.

The following presents the unaudited pro forma results of operations of the
Company for fiscal 1997 as if the Distribution and acquisitions described above
had been consummated as of the beginning of fiscal 1997. The results presented
below include certain pro forma adjustments to reflect the amortization of
intangible assets, adjustments in executive compensation of $2,172, $1,823 and
$312 for the fiscal year ended April 26, 1997, the nine months ended January 25,
1997 and the nine months ended January 24, 1998, respectively. and the inclusion
of a federal income tax provision on all earnings:

<TABLE>
<CAPTION>
NINE MONTHS ENDED
FISCAL YEAR --------------------------------
ENDED JANUARY 25, JANUARY 24,
APRIL 26, 1997 1997 1998
---------------- --------------- ---------------
<S> <C> <C> <C>
Revenues................................ $ 228,912 $ 172,518 $ 191,074
Net income.............................. 9,454 7,030 9,476
</TABLE>

The unaudited pro forma results of operations are prepared for comparative
purposes only and do not necessarily reflect the results that would have
occurred had the acquisitions occurred at the beginning of fiscal 1997 or the
results which may occur in the future.

PROPOSED CREDIT FACILITY

Aztec has entered into a commitment letter with BankBoston, N.A. for the
$200,000 Proposed Credit Facility. On closing of the Proposed Credit Facility,
which will occur on the earlier of 75 days following the Spin-Off or August 15,
1998, Aztec will have access to the full $200,000 amount; as of June 9, Aztec
will have access to an interim unsecured $15,000 working capital line of credit.
The Proposed Credit Facility will mature five years from the closing date of the
Proposed Credit Facility; will be secured by all material assets of Aztec; and
will be subject to terms and conditions customary for facilities of this kind,
including certain financial covenants. Interest rate options will be available
to Aztec depending on the satisfaction of certain specified financial ratios.

F-21
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors
and Stockholders of
Aztec East Inc. and Affiliates

We have audited the accompanying combined balance sheet of Aztec East Inc.
and Affiliates as of December 31, 1996 and 1995 and the related combined
statements of operations, of shareholders' equity and of cash flows for the
years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
combined financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. These standards require that we perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Aztec East Inc. and
Affiliates as of December 31, 1996 and 1995, and the combined results of their
operations and their cash flows for the years then ended in conformity with
generally accepted accounting principles.

B.N. KOZIN COMPANY

Melville, New York

June 22, 1997

F-22
<PAGE>
AZTEC EAST INC. AND AFFILIATES

BALANCE SHEET

(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
<S> <C> <C> <C>
1995 1996
--------- ---------
SEPTEMBER 30,
1997
-------------
(UNAUDITED)
ASSETS
Current assets:
Cash in banks................................................................. $ 486 $ 340 $ 1,186
Accounts receivable, less allowance for uncollectible of $25, $35, and $34,
respectively................................................................ 3,216 3,045 2,502
Notes receivable.............................................................. 320
Inventory..................................................................... 619 1,474 1,263
Prepaid expenses and other current assets..................................... 634 808 801
--------- --------- ------
Total current assets........................................................ 4,955 5,987 5,752

Property and equipment, net..................................................... 260 274 202
Intangible assets, net.......................................................... 347 318
Other assets.................................................................... 99 99
--------- --------- ------
Total assets................................................................ $ 5,314 $ 6,707 $ 6,272
--------- --------- ------
--------- --------- ------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.............................................................. $ 1,199 $ 1,817 $ 698
Notes payable--bank........................................................... 900 400 400
Loans payable--stockholders................................................... 665 605
Accrued expenses.............................................................. 387 460 1,748
Taxes payable................................................................. 72 84 122
--------- --------- ------
Total current liabilities................................................... 3,223 3,366 2,968

Notes payable--bank............................................................. 1,366 1,066
--------- --------- ------
Total liabilities........................................................... 3,223 4,732 4,034

Stockholders' equity:
Capital stock, .01 par value, 100,000 shares authorized, 51,539 issued and
outstanding................................................................. 1 1 1
Paid-in capital............................................................... 37 37 37
Retained earnings............................................................. 2,053 1,937 2,200
--------- --------- ------
Total stockholders' equity.................................................. 2,091 1,975 2,238
--------- --------- ------
Total liabilities and stockholders' equity.................................. $ 5,314 $ 6,707 $ 6,272
--------- --------- ------
--------- --------- ------
</TABLE>

See accompanying notes to financial statements.

F-23
<PAGE>
AZTEC EAST INC. AND AFFILIATES

STATEMENT OF OPERATIONS

(IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED NINE MONTHS ENDED
DECEMBER 31, SEPTEMBER 30,
-------------------- --------------------
<S> <C> <C> <C> <C>
1995 1996 1996 1997
--------- --------- --------- ---------

<CAPTION>
(UNAUDITED)
<S> <C> <C> <C> <C>
Revenues.............................................................. $ 22,613 $ 23,340 $ 17,399 $ 15,507
Cost of revenues...................................................... 15,927 15,923 11,900 9,425
--------- --------- --------- ---------
Gross profit...................................................... 6,686 7,417 5,499 6,082
Selling, general and administrative expenses.......................... 4,968 5,732 4,444 4,054
--------- --------- --------- ---------
Operating income...................................................... 1,718 1,685 1,055 2,028
Other (income) expenses:
Interest, net....................................................... (76) 24 23 61
Other, net.......................................................... (172) (86)
--------- --------- --------- ---------
(76) 24 (149) (25)
--------- --------- --------- ---------
Income before income taxes.......................................... 1,794 1,661 1,204 2,053
Provision for income taxes............................................ 84 68 49 122
--------- --------- --------- ---------
Net income............................................................ $ 1,710 $ 1,593 $ 1,155 $ 1,931
--------- --------- --------- ---------
--------- --------- --------- ---------
Unaudited pro forma information (see Note 1):
Income before provision from income taxes........................... $ 1,794 $ 1,661 $ 1,204 $ 2,053
Provision for income taxes.......................................... 718 664 482 821
--------- --------- --------- ---------
Pro forma net income................................................ $ 1,076 $ 997 $ 722 $ 1,232
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>

See accompanying notes to financial statements.

F-24
<PAGE>
AZTEC EAST INC. AND AFFILIATES

STATEMENT OF SHAREHOLDERS' EQUITY

(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL TOTAL
---------------------- PAID-IN RETAINED STOCKHOLDERS'
SHARES AMOUNT CAPITAL EARNINGS EQUITY
--------- ----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1994............................. 51,539 $ 1 $ 37 $ 1,742 $ 1,780
Stockholder distributions.............................. (1,399) (1,399)
Net income............................................. 1,710 1,710
--------- ----------- ----------- ----------- ------
Balance at December 31, 1995............................. 51,539 1 37 2,053 2,091
Stockholder distributions.............................. (1,709) (1,709)
Net income............................................. 1,593 1,593
--------- ----------- ----------- ----------- ------
Balance at December 31, 1996............................. 51,539 1 37 1,937 1,975
Unaudited data:
Stockholder distributions.............................. (1,668) (1,668)
Net income............................................. 1,931 1,931
--------- ----------- ----------- ----------- ------
Balance at September 30, 1997 (unaudited)................ 51,539 $ 1 $ 37 $ 2,200 $ 2,238
--------- ----------- ----------- ----------- ------
--------- ----------- ----------- ----------- ------
</TABLE>

See accompanying notes to financial statements.

F-25
<PAGE>
AZTEC EAST INC. AND AFFILIATES

STATEMENT OF CASH FLOWS

(IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED NINE MONTHS ENDED
DECEMBER 31, SEPTEMBER 30,
--------------------- ----------------------
<S> <C> <C> <C> <C>
1995 1996 1996 1997
--------- ---------- ---------- ----------

<CAPTION>
(UNAUDITED)
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net income...................................................... $ 1,710 $ 1,593 $ 1,155 $ 1,931
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization................................. 109 165 104 141
Changes in operating assets and liabilities:
Accounts receivable, net.................................... (522) 171 334 543
Inventory................................................... (221) (856) (698) 212
Prepaid expenses and other current assets................... (262) (174) (489) 327
Other assets................................................ (31) (249) 99
Intangible assets........................................... (361)
Accounts payable and accrued liabilities.................... 64 691 593 (398)
Income taxes payable........................................ 13 12
--------- ---------- ---------- ----------
Net cash provided by operating activities................. 860 1,241 750 2,855
--------- ---------- ---------- ----------
Cash flow from investing activities:
Purchases of equipment.......................................... (269) (165) (80) (41)
Issuance of notes receivable.................................... (320)
--------- ---------- ---------- ----------
Net cash used in investing activities..................... (269) (485) (80) (41)
--------- ---------- ---------- ----------
Cash flow from financing activities:
Principal payments on long-term debt............................ (100) (300)
Proceeds from long-term debt.................................... 1,567
Proceeds from notes payable..................................... 900 867
Payment on short-term debt...................................... (500)
Payments on loans payable to stockholders....................... (60)
Proceeds from loan payable to stockholders...................... 372
Distributions to stockholders................................... (1,399) (1,709) 114 (1,668)
--------- ---------- ---------- ----------
Net cash provided by (used in) financing activities....... (127) (902) 1,081 (1,968)
--------- ---------- ---------- ----------
Net increase (decrease) in cash and cash equivalents.............. 464 (146) 1,751 846
Cash and cash equivalents, beginning of year...................... 22 486 486 340
--------- ---------- ---------- ----------
Cash and cash equivalents, end of year............................ $ 486 $ 340 $ 2,237 $ 1,186
--------- ---------- ---------- ----------
--------- ---------- ---------- ----------
Supplemental disclosure of cash flow information:
Cash paid for interest.......................................... $ 73 $ 218 $ 158 $ 171
Cash paid for taxes............................................. $ 84 $ 84 $ $ 121
</TABLE>

See accompanying notes to financial statements.

F-26
<PAGE>
AZTEC EAST INC. AND AFFILIATES

NOTES TO FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS

Aztec East Inc. and Affiliates ("the Company") is in the business of rework,
re-manufacture and repair of electronic and electromechanical equipment and
assemblies for the telecommunications industry and other commercial /industrial
markets. The Company also performs logistics management functions for their
major accounts. As of January 1, 1997, the Company changed its name to Aztec
International.

PROPERTY AND EQUIPMENT

The Company has elected to recover the cost of assets on the straight-line
method with useful lives ranging from 3-5 years.

INTANGIBLE ASSETS

The Company has elected to recover the costs of its intangible assets on the
straight-line method with an amortization period ranging from 60-180 months.

INCOME TAXES

The Company elected sub "S" status; therefore, there is no provision for
federal taxes on a corporate level. As of January 1, 1997, the Affiliated
Companies have merged and changed their names to Aztec International Inc.

The unaudited pro forma income tax information included in the Statement of
Operations is presented in accordance with Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes," as if the Company had been
subject to federal income taxes for the entire periods presented.

2. INVENTORIES

Inventories are stated at the lower of cost or market.

3. LEASE COMMITMENTS

The Company leases its facilities under operating leases expiring at various
times through 2006.

4. NOTE RECEIVABLE

The notes receivable of $320,000 is at an interest rate of 10% and is
payable in twelve equal installments.

F-27
<PAGE>
AZTEC EAST INC. AND AFFILIATES

NOTES TO FINANCIAL STATEMENTS -CONTINUED

5. PREPAIDS AND OTHER CURRENT ASSETS

The prepaids and other current assets include $592,467 and $4,496 loaned to
Unaffiliated Corporations owned by the stockholders. The loans were at a rate of
the average 30 day investment rate and are payable on demand.

6. OTHER ASSETS

The other receivables include $72,230 loaned to a stockholder in the
Company. This is payable over three years with interest based on prime.

7. BUSINESS CONCENTRATIONS

The Company receives 60% of its sales from one customer who is under
contract due to expire in 1998. The Companies have been performing services for
this customer on an ongoing basis since 1984.

8. BANK LINE OF CREDIT

The Company currently has a revolving credit line of $1,000,000 with First
Union Bank of Connecticut at an interest rate of .25% above bank's base rate.
The Company has collateralized the line with its entire assets. As at December
31, 1996, the Company has nothing outstanding. The credit line is due to expire
May 22, 1998.

9. NOTE PAYABLE

The Company has borrowed $2,000,000 from First Union Bank of Connecticut to
finance the Acquisition of Tie Communications Inc., Repair Department. The
interest rate on this debt is 2.25% above the Libor Rate and has a term of 60
months payable monthly. The current balance outstanding as of December 31, 1996
was $1,766,667.

10. LOANS PAYABLE--STOCKHOLDERS

Stockholders' loans are payable on demand and bear 12% interest.

11. 401(K) RETIREMENT PLAN

In December 1994, the Company established a defined contribution plan
(401(k)) for substantially all of its eligible employees. Employees may
contribute a percentage of their salary to the plan subject to statutory limits.
The Company will match these contributions up to certain limits.

12. STOCK OPTION PLAN

In August 1996, the Company established an Employee Incentive Stock Option
Plan. As of December 31, 1996, none of these options issued have been exercised.

13. UNAUDITED INTERIM FINANCIAL INFORMATION

The interim financial information for the nine month periods ended September
30, 1996 and 1997 have been prepared from the unaudited financial records of the
Company and in the opinion of management, reflect all adjustments, consisting
only of normal recurring items, necessary for a fair

F-28
<PAGE>
AZTEC EAST INC. AND AFFILIATES

NOTES TO FINANCIAL STATEMENTS -CONTINUED

13. UNAUDITED INTERIM FINANCIAL INFORMATION -CONTINUED
presentation of the financial position, results of operations and cash flows for
the interim periods presented.

14. SUBSEQUENT EVENT (UNAUDITED)

The Company and its stockholders have entered into a definitive agreement
with U.S. Office Products Company (U.S. Office Products) pursuant to which U.S.
Office Products will acquire all outstanding shares of the Company's common
stock in exchange for common stock of U.S. Office Products.

F-29
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders
of Compel Corporation

In our opinion, the accompanying balance sheet and the related statements of
income, of stockholders' equity and of cash flows present fairly, in all
material respects, the financial position of Compel Corporation at December 31,
1996 and 1995, and the results of its operations and its cash flows for each of
the three years in the period ended December 31, 1996, in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

PRICE WATERHOUSE LLP
Minneapolis, Minnesota
January 30, 1998

F-30
<PAGE>
COMPEL CORPORATION

BALANCE SHEET
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------- SEPTEMBER 30,
1995 1996 1997
------------ ------------- -------------
<S> <C> <C> <C>
(UNAUDITED)

<CAPTION>
ASSETS
<S> <C> <C> <C>

Current assets:
Cash and cash equivalents.......................................... $ 239,667 $ 235,703 $ 791,618
Trade accounts receivable, less allowance for doubtful accounts of
$122, $118 and $212, respectively................................ 5,412,655 6,372,103 7,052,999
Costs in excess of billings on uncompleted contracts............... 728,040 2,008,697 2,126,407
Inventories........................................................ 388,914 96,354
Prepaid expenses................................................... 230,256 205,755 36,279
Other current assets............................................... 72,000 68,300 162,056
------------ ------------- -------------
Total current assets........................................... 7,071,532 8,986,912 10,169,359

Property and equipment, net.......................................... 1,300,173 1,200,507 1,269,518
Other assets......................................................... 201,161 166,503 25,178
------------ ------------- -------------
Total assets................................................... $ 8,572,866 $ 10,353,922 $ 11,464,055
------------ ------------- -------------
------------ ------------- -------------
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C> <C>

Current liabilities:
Line of credit..................................................... $ 1,700,000 $ 1,300,000
Current portion of long-term debt.................................. 458,086 $ 130,656 636,636
Note payable....................................................... 147,931 129,631
Accounts payable................................................... 1,552,858 3,170,087 2,404,812
Accrued liabilities................................................ 568,460 622,058 1,549,864
Due to affiliates and stockholders................................. 170,000 845,000
Billings in excess of costs on uncompleted contracts............... 468,052 1,467,673 803,167
------------ ------------- -------------
Total current liabilities...................................... 5,065,387 6,365,105 6,694,479
Long-term debt, excluding current portion............................ 294,037 322,262 214,765
Other long-term liabilities.......................................... 6,000 5,300
------------ ------------- -------------
Total liabilities.............................................. 5,365,424 6,692,667 6,909,244
Stockholders' equity:
Common stock, no par value. 1,000 shares authorized, 282 shares
issued and outstanding........................................... 14,100 14,100 14,100
Retained earnings.................................................. 3,193,342 3,647,155 4,540,711
------------ ------------- -------------
Total stockholders' equity..................................... 3,207,442 3,661,255 4,554,811
------------ ------------- -------------
Total liabilities and stockholders' equity..................... $ 8,572,866 $ 10,353,922 $ 11,464,055
------------ ------------- -------------
------------ ------------- -------------
</TABLE>

See accompanying notes to financial statements.

F-31
<PAGE>
COMPEL CORPORATION

STATEMENT OF INCOME
<TABLE>
<CAPTION>
FOR THE YEAR ENDED FOR THE NINE MONTHS ENDED
DECEMBER 31, SEPTEMBER 30,
------------------------------------------- ----------------------------
<S> <C> <C> <C> <C> <C>
1994 1995 1996 1996 1997
------------- ------------- ------------- ------------- -------------

<CAPTION>
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Contract revenue..................... $ 21,691,207 $ 26,293,606 $ 32,537,850 $ 23,035,599 $ 26,374,678
Contract costs....................... 16,943,984 20,192,713 24,806,202 17,472,934 19,402,422
------------- ------------- ------------- ------------- -------------
Gross profit................... 4,747,223 6,100,893 7,731,648 5,562,665 6,972,256
Selling, general and administrative
expenses........................... 4,142,486 4,468,271 4,740,899 3,607,253 4,159,972
------------- ------------- ------------- ------------- -------------
Income from operations......... 604,737 1,632,622 2,990,749 1,955,412 2,812,284
------------- ------------- ------------- ------------- -------------
Other (income) expense:
Interest expense................... 93,447 189,849 145,528 124,678 89,498
Interest income.................... (37,164) (28,419) (21,797) (15,291) (30,828)
Other expense (income)............. (22,217) (10,368) (80,795) (72,503) (31,727)
------------- ------------- ------------- ------------- -------------
34,066 151,062 42,936 36,884 26,943
------------- ------------- ------------- ------------- -------------
Income before provision for
income taxes................. 570,671 1,481,560 2,947,813 1,918,528 2,785,341
------------- ------------- ------------- ------------- -------------
Provision for state income taxes..... 6,000 21,000 30,000 38,753 50,785
------------- ------------- ------------- ------------- -------------
Net income........................... $ 564,671 $ 1,460,560 $ 2,917,813 $ 1,879,775 $ 2,734,556
------------- ------------- ------------- ------------- -------------
------------- ------------- ------------- ------------- -------------
Unaudited pro forma information (see
Note 1):
Income before provision for income
taxes............................ $ 570,671 $ 1,481,560 $ 2,947,813 $ 1,918,528 $ 2,785,341
Provision for income taxes......... 228,269 592,624 1,179,125 767,411 1,114,136
------------- ------------- ------------- ------------- -------------
Pro forma net income............... $ 342,402 $ 888,936 $ 1,768,688 $ 1,151,117 $ 1,671,205
------------- ------------- ------------- ------------- -------------
------------- ------------- ------------- ------------- -------------
</TABLE>

See accompanying notes to financial statements.

F-32
<PAGE>
COMPEL CORPORATION
STATEMENT OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK TOTAL
---------------------- RETAINED STOCKHOLDERS'
SHARES AMOUNT EARNINGS EQUITY
----------- --------- ------------ ------------
<S> <C> <C> <C> <C>
Balance at December 31, 1993..................................... 282 $ 14,100 $ 3,434,500 $3,448,600

Stockholder distributions...................................... (1,114,389) (1,114,389)
Net income..................................................... 564,671 564,671
--- --------- ------------ ------------

Balance at December 31, 1994..................................... 282 14,100 2,884,782 2,898,882

Stockholder distributions...................................... (1,152,000) (1,152,000)
Net income..................................................... 1,460,560 1,460,560
--- --------- ------------ ------------

Balance at December 31, 1995..................................... 282 14,100 3,193,342 3,207,442

Stockholder distributions...................................... (2,464,000) (2,464,000)
Net income..................................................... 2,917,813 2,917,813
--- --------- ------------ ------------

Balance at December 31, 1996..................................... 282 14,100 3,647,155 3,661,255

Unaudited data:
Stockholder distributions...................................... (1,841,000) (1,841,000)
Net income..................................................... 2,734,556 2,734,556
--- --------- ------------ ------------

Balance at September 30, 1997 (unaudited)........................ 282 $ 14,100 $ 4,540,711 $4,554,811
--- --------- ------------ ------------
--- --------- ------------ ------------
</TABLE>

See accompanying notes to financial statements.

F-33
<PAGE>
COMPEL CORPORATION

STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE YEAR ENDED FOR THE NINE MONTHS ENDED
DECEMBER 31, SEPTEMBER 30,
---------------------------------------- --------------------------
<S> <C> <C> <C> <C> <C>
1994 1995 1996 1996 1997
------------ ------------ ------------ ------------ ------------

<CAPTION>
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net income................................... $ 564,671 $ 1,460,560 $ 2,917,813 $ 1,879,775 $ 2,734,556
Adjustments to reconcile net income:
Deprecation and amortization expense....... 351,553 370,361 381,904 291,154 271,439
Gain on sale of property, plant and
equipment................................ (10,603) (3,710) (11,385) (17,027) (19,545)
Changes in current assets and liabilities:
Accounts receivable...................... (1,128,424) (369,182) (959,448) (1,082,316) (680,896)
Costs in excess of billings on
uncompleted contracts.................. 393,233 437,722 (1,280,657) (54,261) (117,710)
Inventory................................ (388,914) 292,560 292,560 96,354
Prepaid expenses and other current
assets................................. (46,244) (53,705) 24,501 (82,893) 169,476
Other assets............................. (28,394) 93,693 37,658 53,916 42,269
Accounts payable......................... 458,824 (50,357) 1,617,229 235,900 (765,275)
Accrued expenses......................... (107,725) 86,789 53,598 451,668 927,806
Billings in excess of costs on
uncompleted contracts.................. 262,283 (383,846) 999,621 755,692 (664,506)
------------ ------------ ------------ ------------ ------------
Net cash provided by operating
activities........................... 709,174 1,199,411 4,073,394 2,724,168 1,993,968
------------ ------------ ------------ ------------ ------------
Cash flows from investing activities:
Additions to property and equipment.......... (209,596) (382,261) (204,584) (245,294) (449,647)
Proceeds from sale of equipment.............. 25,595 35,850 67,422 46,126 128,742
------------ ------------ ------------ ------------ ------------
Net cash used by investing
activities........................... (184,001) (346,411) (137,162) (199,168) (320,905)
------------ ------------ ------------ ------------ ------------
Cash flows from financing activities:
Net borrowings (payments) on line of
credit..................................... 500,000 100,000 (1,700,000) (1,545,000) 1,300,000
Net borrowings (payments) from affiliates and
stockholders............................... 155,000 (25,000) 675,000 675,000 (230,380)
Net borrowings (payments) of notes payable... 18,611 37,122 (18,300) (13,725) (129,631)
Proceeds from issuance of long-term debt..... 125,180 500,000 85,009
Payments on long-term debt................... (268,247) (355,412) (432,896) (104,477) (301,146)
Distributions to stockholders................ (1,114,389) (1,152,000) (2,464,000) (1,416,000) (1,841,000)
------------ ------------ ------------ ------------ ------------
Net cash used by financing
activities........................... (583,845) (895,290) (3,940,196) (2,404,202) (1,117,148)
------------ ------------ ------------ ------------ ------------
Net increase (decrease) in cash and cash
equivalents.................................. (58,672) (42,290) (3,964) 120,798 555,915
Cash and cash equivalents at beginning of
period....................................... 340,629 281,957 239,667 239,667 235,703
------------ ------------ ------------ ------------ ------------
Cash and cash equivalents at end of period..... $ 281,957 $ 239,667 $ 235,703 $ 360,465 $ 791,618
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
Supplemental disclosures:
Interest paid................................ $ 97,525 $ 189,849 $ 145,528 $ 124,678 $ 89,498
Income taxes paid............................ $ 80,000 $ 16,000 $ 20,000 $ 15,000 $ 18,000
</TABLE>

See accompanying notes to financial statements.

F-34
<PAGE>
COMPEL CORPORATION

NOTES TO FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS

Compel Corporation (the Company), a California corporation, is engaged
principally in the design, installation and maintenance of wiring, cabling and
equipment related to data processing and communications systems. As a general
and electrical contractor, the Company serves a wide variety of commercial
customers throughout the western United States from offices in California and
Arizona.

Effective October 24, 1997, the Company and its stockholders entered into a
definitive agreement with U.S. Office Products Company (U.S. Office Products)
pursuant to which U.S. Office Products acquired all outstanding shares of the
Company's common stock in exchange for common stock of U.S. Office Products.

CONTRACT REVENUE AND COST RECOGNITION

Revenues from fixed-price contracts are recognized on the
percentage-of-completion method, measured by the percentage of costs incurred to
date to estimated total costs for each contract. Management considers costs to
be the best available measure of progress on these contracts.

A contract is considered complete when all significant costs have been
incurred and the installation is operating according to specifications or has
been accepted by the customer.

Provisions for estimated losses on uncompleted contracts are made in the
period in which such losses are determined.

CASH EQUIVALENTS

For purposes of the statement of cash flows, the Company considers cash
equivalents to include all short-term investments with original maturities of
three months or less.

INVENTORIES

Inventories are valued at the lower of cost or net realizable value using
the first-in, first-out (FIFO) method.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Property and equipment held under
capital leases are stated at the present value of minimum lease payments.

Depreciation on property and equipment is calculated on the straight-line
method over the estimated useful lives of the assets which range between 6 to 15
years. Property and equipment held under capital leases and leasehold
improvements are amortized on the straight-line method over the shorter of the
lease term or estimated useful life of the asset.

In 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121 (SFAS No. 121), "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."
SFAS No. 121 prescribes the accounting treatment for long-lived assets,
identifiable intangibles and goodwill related to those assets when there are
indications that the carrying values of those assets may not be recoverable. The
adoption of SFAS No. 121 in 1996 did not have a material effect on the Company's
financial position or results of operations.

F-35
<PAGE>
COMPEL CORPORATION

NOTES TO FINANCIAL STATEMENTS -CONTINUED

FEDERAL INCOME TAXES

The Company has elected to be treated as an S-Corporation for federal income
tax purposes and accordingly, no liability for federal income taxes has been
recorded. The Company is subject to franchise taxes in the state of California,
which has been appropriately reflected in the financial statements. The
unaudited pro forma income tax information included in the Statement of
Operations is presented in accordance with the Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes," as if the Company had been
subject to federal income taxes for the entire periods presented.

STATE FRANCHISE TAXES

State franchise taxes are accounted for under the asset and liability
method. Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carryforwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.

Realization of the deferred tax asset is dependent an generating sufficient
taxable income in future years. Although realization is not assured, management
believes it is more likely than not that all of the deferred tax asset will be
realized. The amount of the deferred tax asset considered realizable, however,
could be reduced in the near term if estimates of future taxable income are
reduced.

USE OF ESTIMATES

Management has made a number of estimates and assumptions relating to the
reporting of assets and liabilities and the disclosure of contingent assets and
liabilities to prepare these financial statements in conformity with generally
accepted accounting principles. Actual results could differ from those
estimates.

2. DUE FROM AFFILIATE

Due from affiliate represents amounts due from an affiliated company bearing
interest at prime plus 1% and maturing December 31, 1999. The note is secured by
the affiliate's accounts receivable, inventory and property and equipment. The
outstanding balances, net of current portion, at December 31, 1995 and 1996 are
$180,000 and $120,000, respectively, and are included in other assets.

3. CONTRACTS IN PROGRESS

Amounts included in the financial statements which relate to contracts in
progress at December 31 are as follows:

<TABLE>
<CAPTION>
1995 1996
------------ ------------
<S> <C> <C>
Costs incurred on uncompleted contracts........................... $ 3,738,534 $ 6,093,997
Billings on uncompleted contracts................................. 3,478,546 5,552,973
------------ ------------
$ 259,988 $ 541,024
------------ ------------
------------ ------------
</TABLE>

F-36
<PAGE>
COMPEL CORPORATION

NOTES TO FINANCIAL STATEMENTS -CONTINUED

3. CONTRACTS IN PROGRESS -CONTINUED
Amounts billed but not paid by customers under retainage provisions amounted
to $24,355 and $114,863 for December 31, 1995 and 1996, respectively, are
included in accounts receivable.

<TABLE>
<CAPTION>
1995 1996
---------- ------------
<S> <C> <C>
Included in the accompanying balance sheet under the following
captions:
Costs in excess of billings on uncompleted contracts.............. $ 728,040 $ 2,008,697
Billings in excess of costs on uncompleted contracts.............. 468,052 1,467,673
---------- ------------
$ 259,988 $ 541,024
---------- ------------
---------- ------------
</TABLE>

4. PROPERTY AND EQUIPMENT

A summary of property and equipment at December 31, 1995 and 1996 is as
follows:

<TABLE>
<CAPTION>
1995 1996
------------ ------------
<S> <C> <C>
Transportation equipment.......................................... $ 1,447,655 $ 1,422,210
Machinery and equipment........................................... 1,533,360 1,710,497
Furniture and fixtures............................................ 152,429 155,772
Leasehold improvements............................................ 118,409 118,409
------------ ------------
3,251,853 3,406,888
Less accumulated depreciation and amortization.................... (1,951,680) (2,206,381)
------------ ------------
Property and equipment, net....................................... $ 1,300,173 $ 1,200,507
------------ ------------
------------ ------------
</TABLE>

Property and equipment includes property and equipment held under capital
leases of $358,204 and $470,029 and related accumulated amortization of $79,185
and $145,931 at December 31, 1995 and 1996, respectively.

Depreciation expense recorded for the years ended December 31, 1995 and 1996
was $291,176 and $235,973, respectively.

5. LEASES

At December 31, 1996, the future minimum lease payments under operating and
capital leases are as follows:

<TABLE>
<CAPTION>
CAPITAL OPERATING
LEASES LEASES
---------- ----------
<S> <C> <C>
YEAR ENDING DECEMBER 31,
1997................................................................ $ 139,041 $ 241,314
1998................................................................ 118,755 231,191
1999................................................................ 75,751 92,876
2000................................................................ 28,755 --
2001................................................................ 793 --
---------- ----------
Total minimum lease payments........................................ 363,095 $ 565,381
----------
----------
Less estimated executory costs...................................... (18,106)
----------
Net minimum lease payments.......................................... 344,989
Less imputed interest............................................... (43,843)
----------
Present value of net minimum capital lease payments................. 301,146
Less current portion of obligations under capital leases............ (108,640)
----------
Obligations under capital leases, excluding current portion......... $ 192,506
----------
----------
</TABLE>

F-37
<PAGE>
COMPEL CORPORATION

NOTES TO FINANCIAL STATEMENTS -CONTINUED

5. LEASES -CONTINUED
During the years ended December 31, 1995 and 1996, the Company incurred rent
expense of approximately $263,000 and $279,000, respectively.

6. DUE TO AFFILIATES AND STOCKHOLDERS

A summary of amounts due to affiliates and stockholders at December 31, 1995
and 1996 is as follows:

<TABLE>
<CAPTION>
1995 1996
---------- ----------
<S> <C> <C>
Prime rate unsecured note payable to an affiliated company, due on
demand.............................................................. $ 50,000 $ 500,000
Prime rate plus 2% unsecured notes payable to an affiliated company,
due on demand....................................................... 80,000 105,000
Prime rate unsecured notes payable to stockholders, due on demand..... -- 200,000
8.25% unsecured note payable to a relative of a stockholder, due on
demand.............................................................. 40,000 40,000
---------- ----------
$ 170,000 $ 845,000
---------- ----------
---------- ----------
</TABLE>

7. NOTES PAYABLE

Notes payable represents a short-term loan from an insurance company. The
unsecured note bears interest at 5.49% and is due on demand.

8. BANK LINE OF CREDIT

The Company has a $2,000,000 revolving line of credit with a bank. The line
of credit allows the Company to borrow up to 70% of eligible accounts
receivable. Bank advances on the credit line are payable on demand. The Company
is given the option to request advances at the bank's prime rate or 2% over the
London Interbank Offered Rate (LIBOR). The credit line is secured by all
accounts receivable, inventory, equipment and other assets. The credit line is
guaranteed by the stockholders of the Company and an affiliated company up to
$1,500,000 each. The line of credit agreement contains certain restrictions and
covenants. The Company must maintain certain levels of working capital and net
worth and maintain certain financial ratios. The line of credit agreement
expires May 31, 1997. At December 31, 1995, $1,700,000 was outstanding. At
December 31, 1996, no borrowings were outstanding under this agreement. The line
of credit agreement has been extended for 90 days which expires on July 31,
1997.

F-38
<PAGE>
COMPEL CORPORATION

NOTES TO FINANCIAL STATEMENTS -CONTINUED

9. LONG-TERM DEBT

A summary of long-term debt as of December 31, 1995 and 1996 is as follows:

<TABLE>
<CAPTION>
1995 1996
----------- -----------
<S> <C> <C>
Prime rate plus 1.5% note payable with monthly installments of $2,136, due June 2003,
secured by transportation equipment................................................... $ 150,970 $ 139,637
8.9% note payable with monthly installments of $349, due August 1998, secured by
transportation equipment.............................................................. 9,912 6,467
6.9% note payable with monthly installments of $533, due November 1997, secured by
transportation equipment.............................................................. 12,701 5,668
London Interbank Offered Rate (LIBOR) plus 2%, note payable to a bank, with monthly
installments of $50,000, plus interest, with the entire outstanding balance due in
full in February 1996, secured by substantially all assets of the Company............. 300,000 --
Prime rate plus 1% note payable to a bank, payable with monthly installments of $7,333,
plus interest, due May 1996, secured by substantially all assets of the Company....... 15,791 --
Capital lease obligations............................................................... 262,749 301,146
----------- -----------
752,123 452,918
Less current portion of long-term debt.................................................. (458,086) (130,656)
----------- -----------
Long-term debt, excluding current portion............................................... $ 294,037 $ 322,262
----------- -----------
----------- -----------
</TABLE>

A summary of long-term debt matures as follows:

<TABLE>
<S> <C>
1997.............................................................. $ 22,016
1998.............................................................. 16,251
1999.............................................................. 14,968
2000.............................................................. 16,535
2001.............................................................. 18,267
Thereafter........................................................ 63,735
---------
$ 151,772
---------
---------
</TABLE>

10. COMMITMENTS AND CONTINGENCIES

BUY/SELL AGREEMENT

The Company has an agreement with its two stockholders which, upon the death
of a stockholder, requires the Company to purchase the shares from the
stockholder's estate. The purchase price of such shares has been defined in the
Agreement and is covered by life insurance.

LEGAL PROCEEDINGS

The Company is involved in various claims and legal actions arising in the
ordinary course of business. In the opinion of management, the ultimate
disposition of these matters will not have a material adverse effect on the
Company's financial position, results of operations or liquidity.

F-39
<PAGE>
COMPEL CORPORATION

NOTES TO FINANCIAL STATEMENTS -CONTINUED

11. BUSINESS AND CREDIT CONCENTRATIONS

During the year ended December 31, 1995 and 1996, five and three customers
accounted for approximately 31% and 29% of the Company's total revenues,
respectively. Accounts receivable from these customers totaled $1,180,459 and
$682,268 as of December 31, 1995 and 1996, respectively.

During the year ended December 31, 1995 and 1996, two vendors accounted for
approximately 45% and 43% of the Company's purchases, respectively. Accounts
payable to these vendors totaled $337,902 and $767,908 as of December 31, 1995
and 1996, respectively.

12. RELATED PARTY TRANSACTIONS

The stockholders of the Company own significant ownership in several
affiliated companies. The principal business activities of the affiliated
companies are to design, install, service and maintain data grade environmental
conditioning systems; electrical contracting; and manufacturing data cabinets.
The Company purchases materials and services, as well as sells materials and
services to these affiliated companies.

The Company is a guarantor of a line of credit totaling $100,000 and an
equipment loan totaling $224,500 for an affiliated company.

During 1995 and 1996, the Company sold approximately $71,000 and $89,000 in
materials and services, charged $106,000 and $441,000 in corporate fees and
expenses to affiliated companies, respectively. Additionally, the Company
purchased $620,000 and $1,151,000 of materials and services from affiliated
companies. Included in trade payables at December 31, 1995 and 1996 is $0 and
$149,000, respectively, due to affiliated companies.

13. 401(K) RETIREMENT PLAN

The Company sponsors a 401(k) retirement plan for the benefit of employees
who are 21 years of age, have completed at least one year of service and elect
to participate in the plan. The Company's management determines, at its
discretion, the Company's annual contribution, if any, to the plan. The
Company's annual contributions to the plan, if any, will be expensed in the year
they accrue. The Company made no contributions to the plan during 1995 or 1996.

14. UNAUDITED INTERIM FINANCIAL INFORMATION

F-40
<PAGE>
AZTEC TECHNOLOGY PARTNERS, INC.

PRO FORMA COMBINED FINANCIAL STATEMENTS

(UNAUDITED)

The unaudited pro forma financial statements give effect to the spin-off of
Aztec Technology Partners, Inc. (the "Company"), formerly the Technology
Solutions division of U.S. Office Products Company ("U.S. Office Products"),
through the distribution of shares of the Company to U.S. Office Products
stockholders (the "Distribution") and to acquisitions completed through May 1,
1998.

The pro forma combined balance sheet gives effect to the Technology
Distribution as if such transaction had occurred as of the Company's most recent
balance sheet date, January 24, 1998.

The pro forma combined statements of income for the fiscal year ended April
26, 1997 and the nine month periods ended January 24, 1998 and January 25, 1997
give effect to the Technology Distribution and the acquisitions of Compel
Corporation, Aztec East, Inc. and Affiliates ("Aztec East, Inc.") and three
other individually insignificant companies in business combinations accounted
for under the purchase method which have been completed during the fiscal year
ending April 25, 1998 (the "Fiscal 1998 Purchase Acquisitions"), as if all such
transactions had occurred on May 1, 1996.

The pro forma combined statement of income for the year ended April 26, 1997
includes the audited financial information of the Company for the year ended
April 26, 1997 and the unaudited financial information of the Fiscal 1998
Purchase Acquisitions for the period from May 1, 1996 through April 26, 1997.

The pro forma combined statements of income for the nine months ended
January 24, 1998 includes the unaudited financial information of the Company for
the nine months ended January 24, 1998 and the unaudited financial information
of the Fiscal 1998 Purchase Acquisitions for the period from April 27, 1997
through the earlier of their respective dates of acquisition or January 24,
1998.

The pro forma combined statement of income for the nine months ended January
25, 1997 includes the unaudited financial information of the Company and the
Fiscal 1998 Purchase Acquisitions for the period from May 1, 1996 through
January 25, 1997.

The historical financial statements of the Company give retroactive effect
to the results of the five companies acquired by the Company during the fiscal
year ended April 26, 1997 in business combinations accounted for under the
pooling-of-interests method of accounting.

The historical financial statements of the Company also reflect an allocated
portion of general and administrative costs incurred by U.S. Office Products.
The allocated costs include expenses such as: certain corporate executives'
salaries, accounting and legal fees, departmental costs for accounting, finance,
legal, purchasing, marketing and human resources, as well as other general
overhead costs. These corporate overhead costs have been allocated to the
Company using one of several factors, dependent on the nature of the costs being
allocated, including, revenues, number and size of acquisitions and number of
employees. Interest costs have been allocated to the Company based upon the
Company's average intercompany balance with U.S. Office Products at U.S. Office
Products' weighted average interest rate during such periods.

The pro forma adjustments are based upon preliminary estimates, available
information and certain assumptions that management deems appropriate. The
unaudited pro forma combined financial data presented herein does not purport to
represent what the Company's financial position or results of operations would
have been had the transactions which are the subject of pro forma adjustments
occurred on those dates, as assumed, and are not necessarily representative of
the Company's financial position or results of operations in any future period.
The pro forma combined financial statements should be read in conjunction with
the other financial statements and notes thereto included elsewhere in this
Prospectus.

F-41
<PAGE>
AZTEC TECHNOLOGY PARTNERS, INC.

PRO FORMA COMBINED BALANCE SHEET

JANUARY 24, 1998

(IN THOUSANDS)
(UNAUDITED)

<TABLE>
<CAPTION>
AZTEC
TECHNOLOGY PRO FORMA
PARTNERS, PRO FORMA OFFERING PRO FORMA
INC. ADJUSTMENTS SUBTOTAL ADJUSTMENTS COMBINED
------------- ----------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents.......... $ 117 $ (117)(a) $ $ 49,278(c) $ 44,968
(4,310)(c)
Accounts receivable, net........... 46,615 46,615 46,615
Inventories........................ 12,578 12,578 12,578
Receivable from U.S. Office
Products......................... 7,862 (7,862)(a)
Unbilled percentage of completion
revenues......................... 1,452 1,452 1,452
Prepaid and other current assets... 4,252 4,252 4,252
------------- ----------- ---------- ----------- ----------
Total current assets........... 72,876 (7,979) 64,897 44,968 109,865

Property and equipment, net.......... 5,074 5,074 5,074
Goodwill, net........................ 63,891 63,891 63,891
Other assets......................... 506 506 506
------------- ----------- ---------- ----------- ----------
Total assets................... $ 142,347 $ (7,979) $ 134,368 $ 44,968 $ 179,336
------------- ----------- ---------- ----------- ----------
------------- ----------- ---------- ----------- ----------

LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Short-term debt.................... $ 304 $ $ 304 $ $ 304
Accounts payable................... 23,329 23,329 23,329
Accrued compensation............... 3,898 3,898 3,898
Deferred revenue................... 5,402 5,402 5,402
Income taxes payable............... 4,652 4,652 4,652
Other accrued liabilities.......... 3,443 3,443 3,443
------------- ----------- ---------- ----------- ----------
Total current liabilities...... 41,028 41,028 41,028

Long-term debt....................... 386 4,310(a) 4,696 (4,310)(c) 386
Long-term payable to U.S. Office
Products........................... 9,957 (9,957)(a)
Deferred income taxes................ 857 857 857
------------- ----------- ---------- ----------- ----------
Total liabilities.............. 52,228 (5,647) 46,581 (4,310) 42,271
------------- ----------- ---------- ----------- ----------

Stockholder's equity:
Common stock....................... 22(b) 22 4(c) 26
Additional paid-in capital......... 80,796(b) 80,796 49,274(c) 130,070
Divisional equity.................. 80,818 (80,818)(b)
Retained earnings.................. 9,301 (2,332)(a) 6,969 6,969
------------- ----------- ---------- ----------- ----------
Total stockholder's equity..... 90,119 (2,332) 87,787 49,278 137,065
------------- ----------- ---------- ----------- ----------
Total liabilities and
stockholder's equity......... $ 142,347 $ (7,979) $ 134,368 $ 44,968 $ 179,336
------------- ----------- ---------- ----------- ----------
------------- ----------- ---------- ----------- ----------
</TABLE>

See accompanying notes to pro forma combined financial statements.

F-42
<PAGE>
AZTEC TECHNOLOGY PARTNERS, INC.

PRO FORMA COMBINED STATEMENT OF INCOME

FOR THE NINE MONTHS ENDED JANUARY 24, 1998

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)

<TABLE>
<CAPTION>
AZTEC FISCAL 1998
TECHNOLOGY INDIVIDUALLY PRO FORMA
PARTNERS, AZTEC COMPEL INSIGNIFICANT PRO FORMA OFFERING PRO FORMA
INC. EAST, INC. CORPORATION ACQUISITIONS ADJUSTMENTS SUBTOTAL ADJUSTMENTS COMBINED
------------ ----------- ----------- ----------- ----------- --------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues........... $ 142,512 $ 9,808 $ 20,545 $ 18,209 $ $ 191,074 $ $ 191,074
Cost of revenues... 107,895 6,056 14,452 13,228 141,631 141,631
------------ ----------- ----------- ----------- ----------- --------- ----- -----------
Gross
profit..... 34,617 3,752 6,093 4,981 49,443 49,443

Selling, general
and
administrative
expenses......... 22,951 2,407 2,914 3,275 (312)(d) 31,235 31,235
Amortization
expense.......... 414 12 813(f) 1,239 1,239
------------ ----------- ----------- ----------- ----------- --------- ----- -----------
Operating
income..... 11,252 1,333 3,179 1,706 (501) 16,969 16,969

Other (income)
expense:
Interest
expense........ 169 87 71 127 (154)(g) 300 (259)(j) 41
Interest income.. (167) (39) (20) 226(g)
Other............ (14) (117) (30) (91) (252) (252)
------------ ----------- ----------- ----------- ----------- --------- ----- -----------
Income before
provision for
income taxes..... 11,264 1,402 3,158 1,670 (573) 16,921 259 17,180
Provision for
income taxes..... 4,692 55 49 339 2,310(h) 7,445 114(h) 7,559
------------ ----------- ----------- ----------- ----------- --------- ----- -----------
Net income......... $ 6,572 $ 1,347 $ 3,109 $ 1,331 $ (2,883) $ 9,476 $ 145 $ 9,621
------------ ----------- ----------- ----------- ----------- --------- ----- -----------
------------ ----------- ----------- ----------- ----------- --------- ----- -----------
Weighted average
shares
outstanding:
Basic............ 22,952 21,938(i) 22,305(k)
Diluted.......... 23,437 21,938(i) 22,305(k)
Net income per
share:
Basic............ $ 0.29 $ 0.43 $ 0.43
------------ --------- -----------
------------ --------- -----------
Diluted.......... $ 0.28 $ 0.43 $ 0.43
------------ --------- -----------
------------ --------- -----------
</TABLE>

See accompanying notes to pro forma combined financial statements.

F-43
<PAGE>
AZTEC TECHNOLOGY PARTNERS, INC.

PRO FORMA COMBINED STATEMENT OF INCOME

FOR THE NINE MONTHS ENDED JANUARY 25, 1997

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)

<TABLE>
<CAPTION>
AZTEC FISCAL 1998
TECHNOLOGY INDIVIDUALLY PRO FORMA
PARTNERS, AZTEC COMPEL INSIGNIFICANT PRO FORMA OFFERING PRO FORMA
INC. EAST, INC. CORPORATION ACQUISITIONS ADJUSTMENTS SUBTOTAL ADJUSTMENTS COMBINED
------------ ----------- ----------- ----------- ----------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues............ $ 101,295 $ 18,289 $ 25,873 $ 27,061 $ $ 172,518 $ $ 172,518
Cost of revenues.... 76,049 12,319 19,754 19,753 127,875 127,875
------------ ----------- ----------- ----------- ----------- ----------- ----- -----------
Gross profit.. 25,246 5,970 6,119 7,308 44,643 44,643

Selling, general and
administrative
expenses.......... 15,637 4,729 3,533 6,161 (1,823)(d) 28,876 28,876
639(e)
Amortization
expense........... 16 1,223(f) 1,239 1,239
Non-recurring
acquisition
costs............. 1,906 1,906 1,906
------------ ----------- ----------- ----------- ----------- ----------- ----- -----------
Operating
income...... 7,703 1,225 2,586 1,147 (39) 12,622 12,622

Other (income)
expense:
Interest expense.. 310 127 104 151 (392)(g) 300 (259)(j) 41
Interest income... (169) (89) (18) (1) 277(g)
Other............. 234 (291) (64) (111) (232) (232)
------------ ----------- ----------- ----------- ----------- ----------- ----- -----------
Income before
provision for
income taxes...... 7,328 1,478 2,564 1,108 76 12,554 259 12,813
Provision for income
taxes............. 1,771 64 30 338 3,321(h) 5,524 114(h) 5,638
------------ ----------- ----------- ----------- ----------- ----------- ----- -----------
Net income.......... $ 5,557 $ 1,414 $ 2,534 $ 770 $ (3,245) $ 7,030 $ 145 $ 7,175
------------ ----------- ----------- ----------- ----------- ----------- ----- -----------
------------ ----------- ----------- ----------- ----------- ----------- ----- -----------
Weighted average
shares
outstanding:
Basic............. 17,196 21,938(i) 22,305(k)
Diluted........... 17,565 21,938(i) 22,305(k)
Net income per
share:
Basic............. $ 0.32 $ 0.32 $ 0.32
------------ ----------- -----------
------------ ----------- -----------
Diluted........... $ 0.32 $ 0.32 $ 0.32
------------ ----------- -----------
------------ ----------- -----------
</TABLE>

See accompanying notes to pro forma combined financial statements.

F-44
<PAGE>
AZTEC TECHNOLOGY PARTNERS, INC.

PRO FORMA COMBINED STATEMENT OF INCOME

FOR THE FISCAL YEAR ENDED APRIL 26, 1997

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)

<TABLE>
<CAPTION>
AZTEC FISCAL 1998
TECHNOLOGY INDIVIDUALLY PRO FORMA PRO
PARTNERS, AZTEC COMPEL INSIGNIFICANT PRO FORMA OFFERING FORMA
INC. EAST INC. CORPORATION ACQUISITIONS ADJUSTMENTS SUBTOTAL ADJUSTMENTS COMBINED
------------ ----------- ----------- ----------- ----------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues.............. $ 136,278 $ 23,626 $ 33,630 $ 35,378 $ $ 228,912 $ $ 228,912
Cost of revenues...... 102,129 15,553 25,407 26,061 169,150 169,150
------------ ----------- ----------- ----------- ----------- --------- ----------- -----------
Gross profit.... 34,149 8,073 8,223 9,317 59,762 59,762

Selling, general and
administrative
expenses............ 21,525 6,063 4,961 8,028 (2,172)(d) 39,134 39,134
729(e)
Amortization
expense............. 22 1,629(f) 1,651 1,651
Non-recurring
acquisition costs... 2,274 2,274 2,274
------------ ----------- ----------- ----------- ----------- --------- ----------- -----------
Operating
income........ 10,350 1,988 3,262 1,289 (186) 16,703 16,703

Other (income)
expense:
Interest expense.... 324 174 124 210 (432)(g) 400 (345)(j) 55
Interest income..... (168) (111) (27) (3) 309(g)
Other................. (53) (323) (67) (136) (579) (579)
------------ ----------- ----------- ----------- ----------- --------- ----------- -----------
Income before
provision for income
taxes............... 10,247 2,248 3,232 1,218 (63) 16,882 345 17,227
Provision for income
taxes............... 3,524 112 39 245 3,508(h) 7,428 152(h) 7,580
------------ ----------- ----------- ----------- ----------- --------- ----------- -----------
Net income............ $ 6,723 $ 2,136 $ 3,193 $ 973 $ (3,571) $ 9,454 $ 193 $ 9,647
------------ ----------- ----------- ----------- ----------- --------- ----------- -----------
------------ ----------- ----------- ----------- ----------- --------- ----------- -----------
Weighted average
shares outstanding:
Basic............... 18,005 21,938(i) 22,305(k)
Diluted............. 18,352 21,938(i) 22,305(k)
Net income per share:
Basic............... $ 0.37 $ 0.43 $ 0.43
------------ --------- -----------
------------ --------- -----------
Diluted............. $ 0.36 $ 0.43 $ 0.43
------------ --------- -----------
------------ --------- -----------
</TABLE>

See accompanying notes to pro forma combined financial statements.

F-45
<PAGE>
AZTEC TECHNOLOGY PARTNERS, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

(DOLLARS AND SHARE AMOUNTS IN THOUSANDS)

1. BALANCE SHEET

(a) Represents the allocation of $5,000 of total debt to the Company by U.S.
Office Products. The Company will pay $4,427 to U.S. Office Products
(consisting of (i) the net of the $9,957 payable to U.S. Office Products and
the $7,862 receivable from U.S. Office Products and (ii) a distribution of
$2,332) with the use of available cash of $117 and $4,310 in borrowings
drawn from the Company's existing working capital credit facility.

(b) Adjustment to reflect the reclassification of divisional equity to common
stock and additional paid-in-capital as a result of the Aztec Distribution.
The Aztec Distribution will result in the issuance of 21,938 shares of
Common Stock.

(c) Adjustment to reflect $49,278 of proceeds (net of expenses and underwriting
discount) from the sale of 4,200 shares of Common Stock as part of the
Offering.

2. STATEMENT OF INCOME

(d) Adjustment to reflect reductions in executive compensation as a result of
the elimination of certain executive positions and the renegotiations of
executive compensation agreements resulting from certain acquisitions. The
Company believes that these reductions are expected to remain in place for
the foreseeable future and are not reasonably likely to affect operating
performance.

(e) Adjustment to reflect additional corporate overhead during the period prior
to the formation of the Technology Solutions division by U.S. Office
Products as if the division had been formed at May 1, 1996.

(f) Adjustment to reflect the increase in amortization expense relating to
goodwill recorded in purchase accounting related to the Fiscal 1998 Purchase
Acquisitions for the periods prior to the respective dates of acquisition.
The Company has recorded goodwill amortization in the historical financial
statements from the respective dates of acquisition forward. The goodwill is
being amortized over periods ranging from 25-40 years.

(g) Adjustment to reflect the reductions in interest expense and interest
income. Interest expense is being calculated on the debt outstanding at
January 24, 1998 of $5,000 at a weighted average interest rate of
approximately 8.0%. The adjustment also reflects a reduction in interest
income to zero as the company expects to use all available cash to repay
debt rather than for investment purposes. Pro forma interest expense will
fluctuate $55 on an annual basis for each 0.125% change in interest expense.

(h) Adjustment to calculate the provision for income taxes on the combined pro
forma results at an effective income tax rate of approximately 44%. The
difference between the effective tax rate of 44% and the statutory tax rate
of 35% relates primarily to state income taxes and non-deductible goodwill.
This adjustment assumes that all companies were taxed at 44% regardless of
how they were taxed prior to being acquired by the Company, including those
companies that previously paid no taxes under subchapter S.

(i) The weighted average shares outstanding used to calculate pro forma earnings
per share of 21,938 is calculated based upon approximately 109,690 shares of
U.S. Office Products common stock expected

F-46
<PAGE>
AZTEC TECHNOLOGY PARTNERS, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS -CONTINUED

(DOLLARS AND SHARE AMOUNTS IN THOUSANDS)

2. STATEMENT OF INCOME -CONTINUED

to be outstanding on the date of the Aztec Distribution divided by five,
which is the Distribution Ratio.

(j) Adjustment to reflect a decrease in interest expense as a result of the
utilization of a portion of the net proceeds from the Offering of $4,310 to
repay debt at an annual interest rate of 8.0%.

(k) The weighted average shares outstanding used to calculate pro forma as
adjusted earnings per share of 22,305 is based upon the 21,938 shares of
common stock issued as a result of the Aztec Distribution and 367 shares
issued in the Offering that were used to repay debt.

F-47
<PAGE>
[LOGO]
<PAGE>
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND TECHNOLOGY DISTRIBUTION

The following table sets forth the fees and expenses payable by the Company
in connection with the issuance and distribution of the securities. All of such
expenses except the Securities and Exchange Commission registration fee are
estimated:

<TABLE>
<S> <C>
SEC Registration................................................ $ 18,580
Nasdaq Listing Fee.............................................. $ 47,500
NASD Filing Fee................................................. $ 5,500
Transfer Agent Fee and Expenses................................. $ 75,000
Blue Sky Fees and Expenses...................................... $ 5,000
Legal Fees and Expenses......................................... $ 499,210
Accounting Fees and Expenses.................................... $ 499,210
Printing Fees and Expenses...................................... $ 350,000
Miscellaneous................................................... $ 0
Total....................................................... $1,500,000
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article Nine of Aztec's Certificate of Incorporation provides that Aztec
shall indemnify its directors and officers to the fullest extent permitted by
the General Corporation Law of the State of Delaware.

Section 145 of the General Corporation Law of the State of Delaware permits
a corporation, under specified circumstances, to indemnify its directors,
officers, employees or agents against expenses (including attorney's fees),
judgments, fines and amounts paid in settlements actually and reasonably
incurred by them in connection with any action, suit or proceeding brought by
third parties by reason of the fact that they were or are directors, officers,
employees or agents of the corporation, if such directors, officers, employees
or agents acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reason to believe their conduct was
unlawful. In a derivative action, i.e., one by or in the right of the
corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent that
the court in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.

Article Eight of Aztec's Certificate of Incorporation states that directors
of Aztec will not be liable to Aztec or its stockholders for monetary damages
for any breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to Aztec or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General Corporation Law
of the state of Delaware, which makes directors liable for unlawful dividends or
unlawful stock repurchases or redemptions or (iv) for any transaction from which
the director derived an improper personal benefit.

Article IV of Aztec's Bylaws provides that Aztec shall indemnify its
officers and directors (and those serving at the request of Aztec as an officer
or director of another corporation, partnership, joint venture, trust or other
enterprise), and may indemnify its employees and agents (and those serving at
the request of

II-1
<PAGE>
Aztec as an employee or agent of another corporation, partnership, joint
venture, trust or other enterprise), against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred, if such officer, director, employee or agent acted in good faith and
in a manner reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. In a derivative action,
indemnification shall be limited to expenses (including attorneys' fees)
actually and reasonably incurred by such officer, director, employee or agent in
the defense or settlement of such action or suit, and no indemnification shall
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to Aztec unless and only to the extent that the
Delaware Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Delaware Court of
Chancery or such other court shall deem proper.

Unless the Aztec Board of Directors otherwise determines in a specific case,
expenses incurred by an officer or director in defending a civil or criminal
action, suit or proceeding shall be paid by the Company in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of the officer or director to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
Company.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

None.

ITEM 16. EXHIBITS

See index to exhibits.

ITEM 17. UNDERTAKINGS.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 14, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

The undersigned registrant hereby undertakes to provide to the underwriter
at the closing specified in the underwriting agreements, certificates in such
denominations and registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial BONA FIDE offering thereof.

II-2
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized on June 9, 1998.

AZTEC TECHNOLOGY PARTNERS, INC.

By: /s/ DOUGLAS R. JOHNSON

-----------------------------------

Name: Douglas R. Johnson
Title: Executive Vice President
and Chief Financial Officer

Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

SIGNATURE TITLE DATE
- ----------------------------------- ------------------------- ----------------
* Chairman of the Board of
- ----------------------------------- Directors and Chief
James E. Claypoole Executive Officer June 9, 1998
(Principal Executive
Officer)

/s/ DOUGLAS R. JOHNSON Executive Vice President
- ----------------------------------- and Chief Financial
Douglas R. Johnson Officer (Principal
Financial Officer and June 9, 1998
Principal Accounting
Officer)

*
- ----------------------------------- Director June 9, 1998
Lawrence M. Howell

- ----------------------------------- Director
Jonathan J. Ledecky

*
- ----------------------------------- Director June 9, 1998
Clifford Mitman, Jr.

*
- ----------------------------------- Director June 9, 1998
Benjamin Tandowski

*/s/ DOUGLAS R. JOHNSON
- -----------------------------------
Douglas R. Johnson
Attorney-in-Fact

II-3
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ---------- ------------------------------------------------------------------------------------------------------
<C> <S>
1.1 Form of Underwriting Agreement
3.1* Certificate of Incorporation
3.2* Certificate of Amendment of Certificate of Incorporation
3.3* Certificate of Amendment of Certificate of Incorporation
3.4** Certificate of Amendment of Certificate of Incorporation
3.5* Bylaws
3.6** Amended Bylaws
4.1* Form of certificate representing shares of Common Stock
5 Opinion of Wilmer, Cutler & Pickering as to legality of securities being offered
8 ** Tax opinion of Wilmer, Cutler & Pickering
10.1* Form of Distribution Agreement among U.S. Office Products, Workflow Management, Inc., Aztec Technology
Partners, Inc., Navigant International, Inc., and School Specialty, Inc.
10.2* Form of Tax Allocation Agreement among U.S. Office Products, Workflow Management, Inc., Aztec
Technology Partners, Inc., Navigant International, Inc., and School Specialty, Inc.
10.3* Employment Agreement, dated October 15, 1996, between Bay State Computer Group and James E. Claypoole.
10.4** Ledecky Services Agreement, as amended, dated as of January 13, 1998 between U.S. Office Products and
Jonathan Ledecky
10.5* Employment Agreement, dated October 15, 1996, between Bay State Computer Group and Elizabeth M.
Claypoole
10.6* Form of Tax Indemnification Agreement among U.S. Office Products, Workflow Management, Inc., Aztec
Technology Partners, Inc., Navigant International, Inc., and School Specialty, Inc.
10.7* Form of Employee Benefits Agreement among U.S. Office Products, Workflow Management, Inc., Aztec
Technology Partners, Inc., Navigant International, Inc., and School Specialty, Inc.
10.8** Form of 1998 Stock Incentive Plan
10.9** Form of Executive Employment Agreement
10.10** Form of Employment Agreement between Aztec and Jonathan Ledecky
10.11** Form of Employment Agreement between Aztec and James E. Claypoole
10.12** Form of Employment Agreement between Aztec and Douglas Johnson
10.13** Form of Employment Agreement between Aztec and Ira Cohen
10.14** Form of Employee Stock Purchase Plan
10.15** Form of Non-Employee Initial Director Stock Option Plan
21* Subsidiaries of Registrant
23.1 Consent of Wilmer, Cutler & Pickering (contained in Exhibits 5 and 8 hereto)
23.2 Consent of Price Waterhouse LLP
23.3 Consent of Rubin, Koehmstedt and Nadler
23.4 Consent of B.N. Kozin Company
23.5 Consent of Price Waterhouse LLP
23.6* Consent of Jonathan Ledecky to be named as a director
23.7* Consent of James E. Claypoole to be named as director
23.8* Consent of Clifford Mitman, Jr. to be named as director
23.9* Consent of Benjamin Tandowski to be named as director
23.10* Consent of Lawrence M. Howell to be named as director
24.1* Power of Attorney
27* Financial data schedule
</TABLE>

- ------------------

* Previously filed.

** Previously filed and incorporated by reference to the Registrant's
Registration Statement on Form S-1, File No. 333-46533, as amended.

*** To be filed by amendment.

<PAGE>
Exhibit 1.1

4,200,000 Shares1

AZTEC TECHNOLOGY PARTNERS, INC.

Common Stock

[Form of]

UNDERWRITING AGREEMENT

June __, 1998

BANCAMERICA ROBERTSON STEPHENS
VOLPE BROWN WHELAN & COMPANY, LLC
FRIEDMAN, BILLINGS, RAMSEY & CO., INC.
as Representatives of the several Underwriters
(the "Representatives")
c/o BancAmerica Robertson Stephens
555 California Street
Suite 2600
San Francisco, California 94104

Ladies and Gentlemen:

Aztec Technology Partners, Inc., a Delaware corporation (the
"Company"), addresses you as the Representatives of each of the persons, firms
and corporations listed in Schedule A hereto (hereinafter collectively called
the "Underwriters") and hereby confirms its respective agreements with the
several Underwriters as follows:

1. Description of Shares. The Company proposes to issue and sell
4,200,000 shares of its authorized and unissued Common Stock, par value $0.001
per share, to the several Underwriters. The 4,200,000 shares of the Company's
Common Stock, par value $0.001 per share, to be sold by the Company are
hereinafter collectively called the "Firm Shares". The Company also proposes to
grant to the Underwriters an option to purchase up to 630,000 additional shares
of the Company's Common Stock, par value $0.001 per share, respectively, as
provided in Section 7 hereof. The up to 630,000 additional shares of the
Company's Common Stock, par value $0.001 per share, to be sold by the Company if
the Underwriters exercise such option pursuant to Section 7 are hereinafter
collectively called the "Option Shares". As used in this Agreement, the term
"Shares" shall include

- ---------------------
1 Plus an option to purchase up to 630,000 additional shares from the
Company to cover over-allotments, if any.

-1-

<PAGE>

the Firm Shares and the Option Shares. All shares of the Company's Common Stock,
par value $0.001 per share, to be outstanding after giving effect to the sales
contemplated hereby, including the Shares, are hereinafter referred to as
"Common Stock".

2. Representations, Warranties and Agreements of the Company.

The Company represents and warrants to and agrees with each of
the Underwriters that:

(a) A registration statement on Form S-1 (File
No. 333-47501) with respect to the Shares, including a prospectus subject to
completion, has been prepared by the Company in conformity with the requirements
of the Securities Act of 1933, as amended (the "Act"), and the applicable rules
and regulations (the "Rules and Regulations") of the Securities and Exchange
Commission (the "Commission") under the Act and has been filed with the
Commission; such amendments to such registration statement, such amended
prospectuses subject to completion and such abbreviated registration statements
pursuant to Rule 462(b) of the Rules and Regulations as may have been required
prior to the date hereof have been similarly prepared and filed with the
Commission; and the Company will file such additional amendments to such
registration statement, such amended prospectuses subject to completion and such
abbreviated registration statements as may hereafter be required. Copies of such
registration statement and amendments, of each related prospectus subject to
completion (the "Preliminary Prospectuses") and of any abbreviated registration
statement pursuant to Rule 462(b) of the Rules and Regulations have been
delivered to you.

If the registration statement relating to the Shares
has been declared effective under the Act by the Commission, the Company will
prepare and promptly file with the Commission the information omitted from the
registration statement pursuant to Rule 43OA(a) or, if BancAmerica Robertson
Stephens, on behalf of the several Underwriters, shall agree to the utilization
of Rule 434 of the Rules and Regulations, the information required to be
included in any term sheet filed pursuant to Rule 434(b) or (c), as applicable,
of the Rules and Regulations pursuant to subparagraph (1), (4) or (7) of Rule
424(b) of the Rules and Regulations or as part of a post-effective amendment to
the registration statement (including a final form of prospectus). If the
registration statement relating to the Shares has not been declared effective
under the Act by the Commission, the Company will prepare and promptly file an
amendment to the registration statement, including a final form of prospectus,
or, if BancAmerica Robertson Stephens, on behalf of the several Underwriters,
shall agree to the utilization of Rule 434 of the Rules and Regulations, the
information required to be included in any term sheet filed pursuant to Rule
434(b) or (c), as applicable, of the Rules and Regulations. The term
"Registration Statement" as used in this Agreement shall mean such registration
statement, including financial statements, schedules and exhibits, in the form
in which it became or becomes, as the case may be, effective (including, if the
Company omitted information from the registration statement pursuant to Rule
43OA(a) or files a term sheet pursuant to Rule 434 of the Rules and Regulations,
the information deemed to be a part of the registration statement at the time it
became effective pursuant to Rule 43OA(b) or Rule 434(d)

-2-

<PAGE>

of the Rules and Regulations) and, in the event of any amendment thereto or the
filing of any abbreviated registration statement pursuant to Rule 462(b) of the
Rules and Regulations relating thereto after the effective date of such
registration statement, shall also mean (from and after the effectiveness of
such amendment or the filing of such abbreviated registration statement) such
registration statement as so amended, together with any such abbreviated
registration statement. The term "Prospectus" as used in this Agreement shall
mean the prospectus relating to the Shares as included in such Registration
Statement at the time it becomes effective (including, if the Company omitted
information from the Registration Statement pursuant to Rule 43OA(a) of the
Rules and Regulations, the information deemed to be a part of the Registration
Statement at the time it became effective pursuant to Rule 43OA(b) of the Rules
and Regulations); provided, however, that if in reliance on Rule 434 of the
Rules and Regulations and with the consent of BancAmerica Robertson Stephens, on
behalf of the several Underwriters, the Company shall have provided to the
Underwriters a term sheet pursuant to Rule 434(b) or (c), as applicable, prior
to the time that a confirmation is sent or given for purposes of Section
2(10)(a) of the Act, the term "Prospectus" shall mean the "prospectus subject to
completion" (as defined in Rule 434(g) of the Rules and Regulations) last
provided to the Underwriters by the Company and circulated by the Underwriters
to all prospective purchasers of the Shares (including the information deemed to
be a part of the Registration Statement at the time it became effective pursuant
to Rule 434(d) of the Rules and Regulations). Notwithstanding the foregoing, if
any revised prospectus shall be provided to the Underwriters by the Company for
use in connection with the offering of the Shares that differs from the
prospectus referred to in the immediately preceding sentence (whether or not
such revised prospectus is required to be filed with the Commission pursuant to
Rule 424(b) of the Rules and Regulations), the term "Prospectus" shall refer to
such revised prospectus from and after the time it is first provided to the
Underwriters for such use. If in reliance on Rule 434 of the Rules and
Regulations and with the consent of BancAmerica Robertson Stephens, on behalf of
the several Underwriters, the Company shall have provided to the Underwriters a
term sheet pursuant to Rule 434(b) or (c), as applicable, prior to the time that
a confirmation is sent or given for purposes of Section 2(10)(a) of the Act, the
Prospectus and the term sheet, together, will not be materially different from
the prospectus in the Registration Statement.

(b) The Commission has not issued any order
preventing or suspending the use of any Preliminary Prospectus or, to the
knowledge of the Company, instituted proceedings for that purpose, and each such
Preliminary Prospectus has conformed in all material respects to the
requirements of the Act and the Rules and Regulations and, as of its date, has
not included any untrue statement of a material fact or omitted to state a
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and at the time the
Registration Statement became or becomes, as the case may be, effective and at
all times subsequent thereto up to and on the Closing Date (as hereinafter
defined) and on any later date on which Option Shares are to be purchased, (i)
the Registration Statement and the Prospectus, and any amendments or supplements
thereto, contained and will contain all material information required to be
included therein by the Act and the Rules and Regulations and will in all
material respects conform to the requirements of the Act and the Rules and
Regulations, (ii) the Registration Statement, and any amendments or supplements
thereto, did not and will not include any untrue

-3-

<PAGE>

statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading and
(iii) the Prospectus, and any amendments or supplements thereto, did not and
will not include any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided, however,
that none of the representations and warranties contained in this subparagraph
(b) shall apply to information contained in or omitted from the Registration
Statement or the Prospectus, or any amendments or supplements thereto, in
reliance upon, and in conformity with, written information relating to any
Underwriter furnished to the Company by or on behalf of such Underwriter
specifically for use in the preparation thereof.

(c) Each of the Company and its subsidiaries
that have been incorporated has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the jurisdiction of its
incorporation, and each subsidiary organized as a limited liability company has
been duly organized and is validly existing as a limited liability company and
is in good standing under the laws of the jurisdiction of its organization, with
full power and authority (corporate or other) to own, lease and operate its
properties and conduct its business as described in the Prospectus; the Company
owns all of the outstanding capital stock of its subsidiaries free and clear of
any pledge, lien, security interest, encumbrance, claim or equitable interest,
except as may be pledged as security for the $150.0 million credit facility from
Bankers Trust Company (the "BT Credit Facility") or as otherwise disclosed in
the Prospectus; each of the Company and its subsidiaries is duly qualified to do
business as a foreign corporation and is in good standing in each jurisdiction
in which the ownership or leasing of its properties or the conduct of its
business requires such qualification, except where the failure to be so
qualified or be in good standing would not have a material adverse effect on the
condition (financial or otherwise), earnings, operations or business of the
Company and its subsidiaries considered as one enterprise (a "Material Adverse
Effect"); no proceeding is pending or to the Knowledge of the Company has been
instituted in any such jurisdiction, revoking, limiting or curtailing, or
seeking to revoke, limit or curtail, such power and authority or qualification;
each of the Company and its subsidiaries is in possession of and operating in
compliance with all authorizations, licenses, certificates, consents, orders and
permits from state, federal and other regulatory authorities which are material
to the conduct of its business or where failure to possess or operate in
compliance therewith would not have a Material Adverse Effect, all of which are
valid and in full force and effect; neither the Company nor any of its
subsidiaries is in violation of its respective charter or bylaws in the case of
a corporation or certificate of organization or operating agreement in the case
of a limited liability company, or in default in the performance or observance
of any material obligation, agreement, covenant or condition contained in any
material bond, debenture, note or other evidence of indebtedness, or in any
material lease, contract, indenture, mortgage, deed of trust, loan agreement,
joint venture or other agreement or instrument to which the Company or any of
its subsidiaries is a party or by which it or any of its subsidiaries or their
respective properties may be bound, except such as would not have a Material
Adverse Affect; and neither the Company nor any of its subsidiaries is in
material violation of any law, order, rule, regulation, writ, injunction,
judgment or decree of any court, government or governmental agency or body,
domestic or foreign, having jurisdiction over the Company or any of its
subsidiaries or over their respective properties of which it has knowledge,
except as contemplated by the Prospectus or

-4-

<PAGE>

where any such violation or default would not have a Material Adverse Effect.
The Company does not own or control, directly or indirectly, any corporation,
association or other entity other than Aztec International, Bay State Computer
Group, Compel Corporation, Digital Network Associates, Inc., Entra Computer
Corp., Fortran Corp., Mahon Communications Corporation, Office Equipment
Services, Inc., Professional Computer Solutions, Inc., and Professional Network
Services, Inc., and all references in this Agreement to "subsidiaries" refer to
the foregoing entities.

(d) The Company has full corporate right, power
and authority to enter into this Agreement and perform the transactions
contemplated hereby. This Agreement has been duly authorized, executed and
delivered by the Company and is a valid and binding agreement on the part of the
Company, enforceable in accordance with its terms, except as rights to
indemnification hereunder may be limited by applicable law, including federal or
state securities law, or the public policy underlying such laws, and except as
the enforcement hereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or affecting
creditors' rights generally or by general equitable principles; the performance
of this Agreement and the consummation of the transactions herein contemplated
will not result in a material breach or violation of any of the terms and
provisions of, or constitute a default under, (i) any material bond, debenture,
note or other evidence of indebtedness, or under any material lease, contract,
indenture, mortgage, deed of trust, loan agreement, joint venture or other
agreement or instrument to which the Company or any of its subsidiaries is a
party or by which it or any of its subsidiaries or their respective properties
may be bound, (ii) the charter or bylaws of the Company or any of its
subsidiaries in the case of a corporation or the certificate of organization or
operating agreement in the case of a limited liability company or (iii) any law,
order, rule, regulation, writ, injunction, judgment or decree of any court,
government or governmental agency or body, domestic or foreign, having
jurisdiction over the Company or any of its subsidiaries or over their
respective properties, except as contemplated by the Prospectus or where any
such breach or violation would not have a Material Adverse Effect. No consent,
approval, authorization or order of or qualification with any court, government
or governmental agency or body, domestic or foreign, having jurisdiction over
the Company or any of its subsidiaries or over their respective properties is
required for the execution and delivery of this Agreement and the consummation
by the Company or any of its subsidiaries of the transactions herein
contemplated, except such as may be required under the Act, the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), applicable Candadian
securities laws or state or other securities or Blue Sky laws or by the National
Association of Securities Dealers, Inc. (the "NASD"), all of which requirements
have been satisfied in all material respects.

(e) There is not any pending or, to the best of
the Company's knowledge, threatened action, suit, claim or proceeding against
the Company, any of its subsidiaries or any of their respective properties,
assets or rights or, to the Company's knowledge, any of their respective
officers or directors before any court, government or governmental agency or
body, domestic or foreign, having jurisdiction over the Company or any of its
subsidiaries or over their respective officers or properties or otherwise which
(i) if adversely determined would have a Material Adverse Effect, (ii) if
adversely determined would reasonably prevent consummation of the transactions

-5-

<PAGE>

contemplated hereby or (iii) is required to be disclosed in the Registration
Statement or the Prospectus and is not so disclosed; and there are no
agreements, contracts, leases or documents of the Company or any of its
subsidiaries of a character required to be described or referred to in the
Registration Statement or the Prospectus or to be filed as an exhibit to the
Registration Statement by the Act or the Rules and Regulations which have not
been accurately described in all material respects in the Registration Statement
or the Prospectus or filed as exhibits to the Registration Statement.

(f) All outstanding shares of capital stock of the
Company have been duly authorized and validly issued and are fully paid and
nonassessable, have been issued in compliance with all federal and state
securities laws, were not issued in violation of or subject to any preemptive
rights or other rights to subscribe for or purchase securities (other than such
preemptive rights or other rights to subscribe for or purchase securities as
were fully complied with or expressly waived or with respect to the violation of
which the right to make a claim is barred by the applicable statute of
limitations), and the authorized and outstanding capital stock of the Company
conforms in all material respects as is set forth in the Prospectus under the
caption "Capitalization" and conforms in all material respects to the statements
relating thereto contained in the Registration Statement and the Prospectus (and
such statements correctly state in all material respects the substance of the
instruments defining the capitalization of the Company); the Firm Shares and the
Option Shares to be purchased from the Company hereunder have been duly
authorized for issuance and sale to the Underwriters pursuant to this Agreement
and, when issued and delivered by the Company against payment therefor in
accordance with the terms of this Agreement, will be duly and validly issued and
fully paid and nonassessable, and will be sold free and clear of any pledge,
lien, security interest, encumbrance, claim or equitable interest; and no
preemptive right, co-sale right, registration right, right of first refusal or
other similar right of stockholders exists with respect to any of the Firm
Shares or the Option Shares to be purchased from the Company hereunder or the
issuance and sale thereof other than those that have been expressly waived prior
to the date hereof and those that will automatically expire upon and will not
apply to the consummation of the transactions contemplated on the Closing Date.
No further approval or authorization of any stockholder, the Board of Directors
of the Company or others is required for the issuance and sale or transfer of
the Shares except as may be required under the Act, the Exchange Act or state or
other securities or Blue Sky laws or the NASD. All issued and outstanding shares
of capital stock of each subsidiary of the Company which are owned by the
Company have been duly authorized and validly issued and are fully paid and
nonassessable, and were not issued in violation of or subject to any preemptive
right, or other rights to subscribe for or purchase shares (other than such
preemptive rights or other rights to subscribe for or purchase securities as
were fully complied with or expressly waived or with respect to the violation of
which the right to make a claim is barred by the applicable statute of
limitations) and are owned by the Company free and clear of any pledge, lien,
security interest, encumbrance, claim or equitable interest, except as secutity
for the BT Credit Facility or as otherwise disclosed in the Prospectus. Except
as disclosed in the Prospectus and the financial statements of the Company, and
the related notes thereto, included in the Prospectus, neither the Company nor
any subsidiary has outstanding any options to purchase, or any preemptive rights
or other rights to subscribe for or to purchase, any securities or obligations
convertible into, or any

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contracts or commitments to issue or sell, shares of its capital stock or any
such options, rights, convertible securities or obligations. The description of
the Company's stock option, stock bonus and other stock plans or arrangements,
and the options or other rights granted and exercised thereunder, set forth in
the Prospectus accurately and fairly presents the information required to be
shown with respect to such plans, arrangements, options and rights.

(g) Each of the accounting firms that has
examined certain of the financial statements that are filed with the Commission
as a part of the Registration Statement and are included in the Prospectus, are
to the Company's knowledge, independent accountants within the meaning of the
Act and the Rules and Regulations; the financial statements (including the
related notes) included in the Registration Statement and the Prospectus (and
any amendments or supplements thereto) present fairly, in all material respects,
the financial position, the results of operations and cash flows of the
applicable company at the dates and for the periods indicated in accordance with
generally accepted accounting principles applied on a consistent basis
throughout the periods indicated except as may otherwise be stated therein. The
interim financial statements set forth in the Registration Statement and the
Prospectus (and any amendments and supplements thereto) have been prepared, to
the extent such information relates to the Company, on a basis consistent with
the audited financial statements and reflect all adjustments that are necessary
to a fair statement of the results for the interim periods presented. All pro
forma financial information required to be included in the Prospectus has been
included and such required information has been prepared, in all material
respects, in accordance with the Commission's rules and guidelines with respect
to pro forma financial information. No financial statements or schedules, other
than the financial statements or schedules that are included in the Registration
Statement, are required to be included in the Registration Statement.

(h) Subsequent to the respective dates as of
which information is given in the Registration Statement and the Prospectus and
except as described in the Prospectus, there has not been (i) any material
adverse change in the condition (financial or otherwise), earnings, operations
or business of the Company and its subsidiaries considered as one enterprise,
and, except as described in the Prospectus, (ii) any transaction that is
material to the Company and its subsidiaries considered as one enterprise,
except transactions entered in the ordinary course of business, (iii) any
obligation, direct or contingent, that is material to the Company and its
subsidiaries that would have a Material Adverse Effect, except obligations
incurred in the ordinary course of business, (iv) any change in the capital
stock or outstanding indebtedness of the Company or any of its subsidiaries that
would have a Material Adverse Effect, (v) any dividend or distribution of any
kind declared, paid or made on the capital stock of the Company or any of its
subsidiaries or (vi) any loss or damage (whether or not insured) to the property
of the Company or any of its subsidiaries which has been sustained or will have
been sustained that would have a Material Adverse Effect..

(i) Except as set forth in the Registration
Statement and the Prospectus, (i) each of the Company and its subsidiaries has
good and marketable title to all properties and assets described in the
Registration Statement and the Prospectus as owned by it, free and clear of any

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<PAGE>

pledge, lien, security interest, encumbrance, claim or equitable interest, other
than such as would not have a Material Adverse Effect, (ii) the agreements to
which the Company or any of its subsidiaries is a party described in the
Registration Statement and the Prospectus are valid agreements, to the Company's
knowledge, enforceable by the Company and its subsidiaries (as applicable),
except as the enforcement thereof may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws relating to or
affecting creditors' rights generally or by general equitable principles, and,
to the Company's knowledge, the other contracting party or parties thereto are
not in material breach or material default under any of such agreements and
(iii) each of the Company and its subsidiaries has, to the Company's knowledge,
valid and enforceable leases for all properties described in the Registration
Statement and the Prospectus as leased by it, except as the enforcement thereof
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or other similar laws relating to or affecting creditors' rights generally or by
general equitable principles. Except as set forth in the Registration Statement
and the Prospectus, the Company owns or leases all such properties as are
necessary to its operations as now conducted or as proposed to be conducted.

(j) The Company and its subsidiaries have timely
filed all necessary federal, state and foreign income and franchise tax returns
and have paid all taxes shown thereon as due, and there is no tax deficiency
that has been or, to the Company's knowledge, might be asserted against the
Company or any of its subsidiaries that might have a Material Adverse Effect;
and all tax liabilities are adequately provided for on the books of the Company
and its subsidiaries.

(k) The Company and its subsidiaries maintain
insurance with insurers of recognized financial responsibility of the types and
in the amounts generally deemed adequate for their respective businesses and
consistent with insurance coverage maintained by similar companies in similar
businesses, including, but not limited to, insurance covering real and personal
property owned or leased by the Company or any of its subsidiaries against
theft, damage, destruction, acts of vandalism and all other risks customarily
insured against, all of which insurance is in full force and effect; neither the
Company nor any such subsidiary, since the date of its acquisition, has been
refused any insurance coverage sought or applied for; and neither the Company
nor any such subsidiary has any reason to believe that it will not be able to
renew its existing insurance coverage as and when such coverage expires or to
obtain similar coverage from similar insurers as may be necessary to continue
its business at a cost that would not have a Materially Adverse Effect.

(l) To the Company's knowledge, no labor
disturbance by the employees of the Company or any of its subsidiaries exists or
is imminent; and, except as provided in the Prospectus, to the Company's
knowledge, there is no existing or imminent labor disturbance by the employees
of any of its principal suppliers, subassemblers, value added resellers,
subcontractors, original equipment manufacturers, authorized dealers or
international distributors that would reasonably be expected to result in a
Material Adverse Effect.

(m) Except as described in the Prospectus or as
would not have a Material Adverse Effect, each of the Company and its
subsidiaries owns or possesses adequate rights to use

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<PAGE>

all material patents, patent rights, inventions, trade secrets, know-how,
trademarks, service marks, trade names and copyrights described or referred to
in the Prospectus as owned or used by it or which are necessary to conduct its
businesses as described in the Registration Statement and the Prospectus; the
expiration of any patents, patent rights, trademarks, service marks, or
copyrights would not have a Material Adverse Effect; neither the Company nor any
of its subsidiaries has received any notice of, or the Company has any knowledge
of, any infringement of or conflict with asserted rights of the Company or any
of its subsidiaries by others with respect to any patent, patent rights,
inventions, trade secrets, know-how, trademarks, service marks, trade names or
copyrights; and neither the Company nor any of its subsidiaries has received any
notice of, or the Company has any knowledge of, any infringement of or conflict
with valid rights of others with respect to any patent, patent rights,
inventions, trade secrets, know-how, trademarks, service marks, trade names or
copyrights which, singly or in the aggregate, would or could reasonably be
expected to have a Material Adverse Effect.

(n) The Common Stock has been approved for
quotation on the Nasdaq National Market, subject to official notice of issuance.

(o) The Company has been advised concerning the
Investment Company Act of 1940, as amended (the "1940 Act"), and the rules and
regulations thereunder, and has in the past conducted, and intends in the
future, to conduct its affairs in such a manner as to ensure that it will not
become an "investment company" or a company "controlled" by an "investment
company" within the meaning of the 1940 Act and such rules and regulations.

(p) The Company has not distributed and will not
distribute prior to the later of (i) the Closing Date, or any date on which
Option Shares are to be purchased, as the case may be, and (ii) the completion
of the distribution of the Shares, any offering material in connection with the
offering and sale of the Shares other than any Preliminary Prospectuses, the
Prospectus, the Registration Statement and other materials, if any, permitted
by the Act.

(q) Neither the Company nor any of its
subsidiaries has since the date of its acquisition, or to the Company's
Knowledge, has at any time during the last five (5) years (i) made any unlawful
contribution to any candidate for foreign office or failed to disclose fully any
contribution in violation of law or (ii) made any payment to any federal or
state governmental officer or official, or other person charged with similar
public or quasi-public duties, other than payments required or permitted by the
laws of the United States or any jurisdiction thereof or by the laws of Canada
or any province or jurisdiction thereof.

(r) The Company has not taken and will not take,
directly or indirectly, any action resulting in a violation of Rule 102 of
Regulation M under the Exchange Act or designed to, or that might reasonably be
expected to, cause or result in, under the Exchange Act or otherwise,
stabilization or manipulation of the price of the Common Stock to facilitate the
sale or resale of the Shares.

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<PAGE>

(s) Each officer and director of the Company,
and each of certain other beneficial owners of Common Stock named in Schedule B
hereto have agreed in writing that such person will not, for a period of 180
days from the date that the Registration Statement is declared effective by the
Commission (the "Lock-up Period"), offer to sell, contract to sell, or otherwise
sell, dispose of, loan, pledge or grant any rights with respect to
(collectively, a "Disposition"), any shares of Common Stock, any options or
warrants to purchase any shares of Common Stock or any securities convertible
into or exchangeable for shares of Common Stock (collectively, the "Securities")
now owned or hereafter acquired directly by such person or with respect to which
such person has or hereafter acquires the power of disposition, other than (i)
as a bona fide gift or gifts, provided the donee or donees thereof agree in
writing to be bound by this restriction, (ii) the exercise of stock options or
(iii) with the prior written consent of BancAmerica Robertson Stephens. The
persons listed on Schedule B hereto agree that the foregoing restriction
precludes the holder of the Securities from engaging in any hedging or other
transaction which is designed to or reasonably expected to lead to or result in
a Disposition of Securities during the Lock-up Period, even if such Securities
would be disposed of by someone other than such holder. Such prohibited hedging
or other transactions would include, without limitation, any short sale (whether
or not against the box) or any purchase, sale or grant of any right (including,
without limitation, any put or call option) with respect to any Securities or
with respect to any security (other than a broad-based market basket or index)
that includes, relates to or derives any significant part of its value from
Securities. Furthermore, such person has also agreed and consented to the entry
of stop transfer instructions with the Company's transfer agent against the
transfer of the Securities held by such person except in compliance with this
restriction. The Company has provided to counsel for the Underwriters a complete
and accurate list of all securityholders of the Company and the number and type
of securities held by each securityholder. The Company has provided to counsel
for the Underwriters true, accurate and complete copies of all of the agreements
pursuant to which certain of its officers and directors and certain of its
stockholders have agreed to such or similar restrictions (the "Lock-up
Agreements") presently in effect or effected hereby. The Company hereby
represents and warrants that it will not release any of its officers or
directors or other stockholders from any Lock-up Agreements currently existing
or hereafter effected without the prior written consent of BancAmerica Robertson
Stephens.

(t) Except as set forth in the Registration
Statement and the Prospectus, (i) the Company and its subsidiaries are in
compliance in material respects with all material rules, laws and regulations
relating to the use, treatment, storage and disposal of toxic substances and
protection of health or the environment ("Environmental Laws") which are
applicable to their businesses, except where such noncompliance would not have a
Material Adverse Effect, (ii) neither the Company nor any of its subsidiaries
has received notice from any governmental authority or third party of an
asserted claim under Environmental Laws, which claim would have a Material
Adverse Effect or is required to be disclosed in the Registration Statement and
the Prospectus, (iii) to the Knowledge of the Company, neither the Company nor
any of its subsidiaries will be required to make during the foreseeable future
material capital expenditures to comply with Environmental Laws as currently in
effect and (iv) no property which is owned, leased or occupied by the Company or
any of its subsidiaries has been designated as a Superfund site pursuant to the
Comprehensive

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<PAGE>

Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. ss.
9601, et seq.), or otherwise designated as a contaminated site under applicable
state or local law.

(u) The Company and each of its subsidiaries
maintain a system of internal accounting controls sufficient to provide
reasonable assurances that (i) material transactions are executed in accordance
with management's general or specific authorizations, (ii) material transactions
are recorded as necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles and to maintain
accountability for assets, (iii) access to assets is permitted only in
accordance with management's general or specific authorization and (iv) the
recorded accountability for assets is compared with existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.

(v) There are no outstanding loans, advances
(except normal advances for business expenses in the ordinary course of
business) or guarantees of indebtedness by the Company to or for the benefit of
any of the officers or directors of the Company or any of the members of the
families of any of them required to be disclosed in the Registration Statement
and Prospectus, except as disclosed in the Registration Statement and the
Prospectus.

(w) The Company has entered into the
Distribution Agreement, the Tax Allocation Agreement, the Employee Benefits
Agreement, and the Tax Indemnification Agreement (all as defined in the
Registration Statement and the Prospectus), and such agreements constitute valid
and binding agreements of the Company, enforceable in accordance with their
terms, except as rights to indemnification thereunder may be limited by
applicable law and except as the enforcement thereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws relating to or affecting creditors' rights generally or by general
equitable principles. The descriptions of such agreements contained in the
Prospectus accurately summarize the material terms of such agreements.

3. Purchase Sale and Delivery of Shares. On the basis of the representations,
warranties and agreements herein contained, but subject to the terms and
conditions herein set forth, the Company agrees to sell to the Underwriters, and
each of the Underwriters agrees, acting severally and not jointly, to purchase
from the Company at a purchase price of $______ per share, the Firm Shares. The
obligation of each the Underwriters to the Company shall be to purchase from the
Company that number of Firm Shares which is set forth opposite the name of such
Underwriter in Schedule A hereto (subject to adjustment as provided in Section
10).

Delivery of definitive certificates for the Firm Shares to be
purchased by the Underwriters pursuant to this Section 3 shall be made against
payment of the purchase price therefor by the several Underwriters by wire
transfer of immediately available funds to the Company. Such delivery and
payment shall take place at the Washington, D.C. office of Wilmer, Cutler &
Pickering (or at such other place as may be agreed upon among the
Representatives, the Company and the Attorneys), at 9:00 A.M. (EDST time) on the
fourth (4th) full business day following the date of this Agreement or at such
other time and date not later than seven (7) full business days following the

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<PAGE>

first day that Shares are traded as the Representatives, the Company and the
Attorneys may determine (or at such time and date to which payment and delivery
shall have been postponed pursuant to Section 10 hereof), such time and date of
payment and delivery being herein called the "Closing Date"; provided, however,
that if the Company has not made available to the Representatives copies of the
Prospectus within the time provided in Section 4(d) hereof, the Representatives
may, in their sole discretion, postpone the Closing Date until no later than two
(2) full business days following delivery of copies of the Prospectus to the
Representatives. The certificates for the Firm Shares to be so delivered will be
made available to you at such office or such other location, including, without
limitation, in New York City, as you may reasonably request for checking at
least one (1) full business day prior to the Closing Date and will be in such
names and denominations as you may request, such request to be made at least two
(2) full business days prior to the Closing Date. If the Representatives so
elect, delivery of the Firm Shares may be made by credit through full fast
transfer to the accounts at The Depository Trust Company designated by the
Representatives.

It is understood that you, individually, and not as the
Representatives of the several Underwriters, may (but shall not be obligated to)
make payment of the purchase price on behalf of any Underwriter or Underwriters
whose check or checks shall not have been received by you prior to the Closing
Date for the Firm Shares to be purchased by such Underwriter or Underwriters.
Any such payment by you shall not relieve any such Underwriter or Underwriters
of any of its or their obligations hereunder.

After the Registration Statement becomes effective, the
several Underwriters intend to make an initial public offering (as such term is
described in Section 11 hereof) of the Firm Shares at an initial public offering
price of $_____ per share. After the initial public offering, the several
Underwriters may, in their discretion, vary the public offering price.

The information set forth in the last paragraph on the front
cover page, the two bold legends on the bottom of the inside fron cover and
under the caption "Underwriting" (insofar as such information relates to the
Underwriters) in any Preliminary Prospectus and in the Prospectus constitutes
the only information furnished by the Underwriters to the Company for inclusion
in any Preliminary Prospectus, the Prospectus or the Registration Statement, and
you, on behalf of the respective Underwriters, represent and warrant to the
Company that the statements made therein do not include any untrue statement of
a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.

4. Further Agreements of the Company. The Company agrees with the
several Underwriters that:

(a) The Company will use its best efforts to
cause the Registration Statement and any amendment thereof, if not effective at
the time and date that this Agreement is executed and delivered by the parties
hereto, to become effective as promptly as possible; the

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<PAGE>

Company will use its best efforts to cause any abbreviated registration
statement pursuant to Rule 462(b) of the Rules and Regulations as may be
required subsequent to the date the Registration Statement is declared effective
to become effective as promptly as possible; the Company will notify you,
promptly after it shall receive notice thereof, of the time when the
Registration Statement, any subsequent amendment to the Registration Statement
or any abbreviated registration statement has become effective or any supplement
to the Prospectus has been filed; if the Company omitted information from the
Registration Statement at the time it was originally declared effective in
reliance upon Rule 43OA(a) of the Rules and Regulations, the Company will
provide evidence satisfactory to you that the Prospectus contains such
information and has been filed, within the time period prescribed, with the
Commission pursuant to subparagraph (1) or (4) of Rule 424(b) of the Rules and
Regulations or as part of a post-effective amendment to such Registration
Statement as originally declared effective which is declared effective by the
Commission; if the Company files a term sheet pursuant to Rule 434 of the Rules
and Regulations, the Company will provide evidence satisfactory to you that the
Prospectus and the term sheet meeting the requirements of Rule 434(b) or (c), as
applicable, of the Rules and Regulations, have been filed, within the time
period prescribed, with the Commission pursuant to subparagraph (7) of Rule
424(b) of the Rules and Regulations; if for any reason the filing of the final
form of the Prospectus is required under Rule 424(b)(3) of the Rules and
Regulations, it will provide evidence satisfactory to you that the Prospectus
contains such information and has been filed with the Commission within the time
period prescribed; it will notify you promptly of any request by the Commission
for the amending or supplementing of the Registration Statement or the
Prospectus or for additional information; promptly upon your request, it will
prepare and file with the Commission any amendments or supplements to the
Registration Statement or the Prospectus which, in the reasonable opinion of
Winston & Strawn, counsel for the several Underwriters ("Underwriters'
Counsel"), may be necessary or advisable in connection with the distribution of
the Shares by the Underwriters; it will promptly prepare and file with the
Commission, and promptly notify you of the filing of, any amendments or
supplements to the Registration Statement or the Prospectus which may be
necessary to correct any statements or omissions, if, at any time when a
prospectus relating to the Shares is required to be delivered under the Act, any
event shall have occurred as a result of which the Prospectus or any other
Prospectus relating to the Shares as then in effect would include any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading; in case any Underwriter is required to deliver a
prospectus nine (9) months or more after the effective date of the Registration
Statement in connection with the sale of the Shares, it will prepare promptly
upon request, but at the expense of such Underwriter, such amendment or
amendments to the Registration Statement and such prospectus or prospectuses as
may be necessary to permit compliance with the requirements of Section 10(a)(3)
of the Act; and it will file no amendment or supplement to the Registration
Statement or the Prospectus which shall not previously have been submitted to
you a reasonable time prior to the proposed filing thereof or to which you shall
reasonably object in writing, subject, however, to compliance with the Act and
the Rules and Regulations, the Exchange Act and the rules and regulations of the
Commission thereunder and the provisions of this Agreement.

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<PAGE>

(b) The Company will advise you, promptly after it
shall receive notice or obtain knowledge, of the issuance of any stop order by
the Commission suspending the effectiveness of the Registration Statement or of
the initiation or threat of any proceeding for that purpose; and it will
promptly use its best efforts to prevent the issuance of any stop order or to
obtain its withdrawal at the earliest possible moment if such stop order should
be issued.

(c) The Company will use its best efforts to
qualify the Shares for offering and sale under the securities laws of such
jurisdictions as you may reasonably designate and to continue such
qualifications in effect for so long as may be required for purposes of the
distribution of the Shares, except that the Company shall not be required in
connection therewith or as a condition thereof to qualify as a foreign
corporation or to execute a general consent to service of process in any
jurisdiction in which it is not otherwise required to be so qualified or to so
execute a general consent to service of process or to take any action which
would subject it to taxation in such state or jurisidiction solely on account of
registration of the Shares. In each jurisdiction in which the Shares shall have
been qualified as above provided, the Company will make and file such statements
and reports in each year as are or may be required by the laws of such
jurisdiction.

(d) The Company will furnish to you, as soon as
available, and, in the case of the Prospectus and any term sheet or abbreviated
term sheet under Rule 434, in no event later than the first (1st) full business
day following the first (1st) day that Shares are traded, copies of the
Registration Statement (three of which will be signed and which will include
all exhibits), each Preliminary Prospectus, the Prospectus and any amendments
or supplements to such documents, including any prospectus prepared to permit
compliance with Section 10(a)(3) of the Act, all in such quantities as you may
from time to time reasonably request. Notwithstanding the foregoing, if
BancAmerica Robertson Stephens, on behalf of the several Underwriters, shall
agree to the utilization of Rule 434 of the Rules and Regulations, the
Company shall provide to you copies of a Preliminary Prospectus updated in all
respects through the date specified by you in such quantities as you may from
time to time reasonably request.

(e) The Company will make generally available to
its securityholders as soon as practicable, but in any event not later than the
45th day following the end of the fiscal quarter first occurring after the first
anniversary of the effective date of the Registration Statement, an earnings
statement (which will be in reasonable detail but need not be audited) complying
with the provisions of Section 11(a) of the Act and covering a twelve (12) month
period beginning after the effective date of the Registration Statement.

(f) During a period of five (5) years after the date
hereof, the Company will furnish to its stockholders as soon as practicable
after the end of each respective period, annual reports (including financial
statements audited by independent certified public accountants) and such
unaudited quarterly reports of operations for each of the first three quarters
of the fiscal year as may be required by applicable law or the rules of
NASDAQ/NMS to be sent to stockholders, and will furnish to you and the other
several Underwriters hereunder, upon request (i) concurrently with furnishing
such reports to its stockholders, statements of operations of the Company for
each of the

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first three (3) quarters in the form furnished to the Company's stockholders,
(ii) concurrently with furnishing to its stockholders, a balance sheet of the
Company as of the end of such fiscal year, together with statements of
operations, stockholders' equity and cash flows of the Company for such fiscal
year, accompanied by a copy of the certificate or report thereon of independent
certified public accountants, (iii) as soon as they are available, copies of all
reports (financial or other) mailed to stockholders, (iv) as soon as they are
available, copies of all reports and financial statements furnished to or filed
with the Commission, any securities exchange or the NASD, (v) every material
press release and every material news item or article in respect of the Company
or its affairs which was generally released to stockholders or prepared by the
Company or any of its subsidiaries and (vi) any additional material information
of a public nature concerning the Company or any of its subsidiaries or their
businesses which you may reasonably request. During such five (5) year period,
if the Company shall have active subsidiaries, the foregoing financial
statements shall be on a consolidated or combined basis to the extent that the
accounts of the Company and its subsidiaries are consolidated or combined and
shall be accompanied by similar financial statements for any significant
subsidiary which is not so consolidated or combined.

(g) The Company will apply the net proceeds from
the sale of the Shares being sold by it in the manner set forth under the
caption "Use of Proceeds" in the Prospectus.

(h) The Company will maintain a transfer agent and,
if necessary under the jurisdiction of incorporation of the Company, a registrar
(which may be the same entity as the transfer agent) for its Common Stock.

(i) The Company will use its best efforts to
comply with all criteria to have its Common Stock listed on the NASDAQ National
Market or any other national securities exchange on which the Common Stock is
then listed.

(j) If the transactions contemplated hereby are
not consummated by reason of any failure, refusal or inability on the part of
the Company to perform any agreement on their respective parts to be performed
hereunder or to fulfill any condition of the Underwriters' obligations
hereunder, or if the Company shall terminate this Agreement pursuant to Section
11(a) hereof, or if the Underwriters shall terminate this Agreement pursuant to
Section 11(b)(i), the Company shall reimburse the several Underwriters for all
reasonable out-of-pocket expenses (including reasonable fees and disbursements
of Underwriters' Counsel) incurred by the Underwriters in investigating or
preparing to market or marketing the Shares.

(k) If at any time during the 90-day period
after the Registration Statement becomes effective, any rumor, publication or
event relating to or affecting the Company shall occur as a result of which in
your opinion the market price of the Common Stock has been or is likely to be
materially adversely affected (regardless of whether such rumor, publication or
event necessitates a supplement to or amendment of the Prospectus), the Company
will, after written notice from you advising the Company to the effect set forth
above, forthwith prepare, consult with you

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<PAGE>

concerning the substance of and disseminate a press release or other public
statement, reasonably satisfactory to you, responding to or commenting on such
rumor, publication or event.

(l) Except as disclosed in the Prospectus and
the financial statements of the Company, and the related notes thereto,
included in the Prospectus, during the Lock-up Period, the Company will not,
without the prior written consent of BancAmerica Robertson Stephens, effect the
Disposition of, directly or indirectly, any Securities other than (i) the sale
of Firm Shares and Option Shares, (ii) the Company's granting of options with
respect to, and the issuance and registration of shares of Common Stock by the
Company in connection with, the Stock Option Plan, (iii) the distribution of
its Securities to stockholders of U.S. Office Products Company pursuant to the
Registration Statement on Form S-1 (File No. 333-46533) (the "Aztec
Distribution") and (iv) the issuance of securities in connection with
acquisitions.

(m) The Company will file Form SR in conformity with
the requirements of the Act and the Rules and Regulations.

5. Expenses.

(a) The Company agrees with each of the
Underwriters that:

(i) The Company will pay and bear all
costs and expenses in connection with the preparation, printing and filing of
the Registration Statement (including financial statements, schedules and
exhibits), Preliminary Prospectuses and the Prospectus, and any amendments or
supplements thereto; the printing of this Agreement, the Agreement Among
Underwriters, the Selected Dealers Agreement, the Preliminary Blue Sky Survey
and any Supplemental Blue Sky Survey, the Underwriters' Questionnaire and Power
of Attorney, other than the fees and expenses of Underwriters counsel and any
instruments related to any of the foregoing; the issuance and delivery of the
Shares hereunder to the several Underwriters, including transfer taxes, if any,
the cost of all certificates representing the Shares and transfer agent's and
registrar's fees; the fees and disbursements of counsel for the Company; all
fees and other charges of the Company's independent certified public
accountants; the cost of furnishing to the several Underwriters copies of the
Registration Statement (including appropriate exhibits), Preliminary Prospectus
and the Prospectus, and any amendments or supplements to any of the foregoing;
NASD filing fees and the cost of qualifying the Shares under the laws of such
jurisdictions as you may designate (including filing fees and fees and
disbursements of Underwriters' Counsel in connection with such NASD filings and
Blue Sky qualifications); and all other expenses directly incurred by the
Company in connection with the performance of its obligations hereunder;

(ii) In addition to its other obligations
under Section 8(a) hereof, the Company agrees that, as an interim measure
during the pendency of any claim, action, investigation, inquiry or other
proceeding described in Section 8(a) hereof, it will reimburse the Underwriters
on a monthly basis for all reasonable legal or other expenses incurred in
connection with investigating or defending any such claim, action,
investigation, inquiry or other proceeding,

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<PAGE>

notwithstanding the absence of a judicial determination as to the propriety and
enforceability of the Company's obligation to reimburse the Underwriters for
such expenses and the possibility that such payments might later be held to have
been improper by a court of competent jurisdiction. To the extent that any such
interim reimbursement payment is so held to have been improper, the Underwriters
shall promptly return such payment to the Company together with interest,
compounded daily, determined on the basis of the prime rate (or other commercial
lending rate for borrowers of the highest credit standing) listed from time to
time in The Wall Street Journal which represents the base rate on corporate
loans posted by a substantial majority of the nation's 30 largest banks (the
"Prime Rate"). Any such interim reimbursement payments which are not made to the
Underwriters within 30 days of a request for reimbursement shall bear interest
at the Prime Rate from the date of such request; and

(b) In addition to their other obligations under
Section 8(b) hereof, the Underwriters, acting severally and not jointly, agree
that, as an interim measure during the pendency of any claim, action,
investigation, inquiry or other proceeding described in Section 8(b) hereof,
they will reimburse the Company on a monthly basis for all reasonable legal or
other expenses incurred in connection with investigating or defending any such
claim, action, investigation, inquiry or other proceeding, notwithstanding the
absence of a judicial determination as to the propriety and enforceability of
the Underwriters' obligation to reimburse the Company for such expenses and the
possibility that such payments might later be held to have been improper by a
court of competent jurisdiction. To the extent that any such interim
reimbursement payment is so held to have been improper, the Company shall
promptly return such payment to the Underwriters together with interest,
compounded daily, determined on the basis of the Prime Rate. Any such interim
reimbursement payments which are not made to the Company within 30 days of a
request for reimbursement shall bear interest at the Prime Rate from the date of
such request.

(c) It is agreed that any controversy arising
out of the operation of the interim reimbursement arrangements set forth in
Sections 5(a)(ii) and 5(b) hereof, including the amounts of any requested
reimbursement payments, the method of determining such amounts and the basis on
which such amounts shall be apportioned among the reimbursing parties, shall be
settled by arbitration conducted under the provisions of the Constitution and
Rules of the Board of Governors of the New York Stock Exchange, Inc. or pursuant
to the Code of Arbitration Procedure of the NASD. Any such arbitration must be
commenced by service of a written demand for arbitration or a written notice of
intention to arbitrate, therein electing the arbitration tribunal. In the event
the party demanding arbitration does not make such designation of an arbitration
tribunal in such demand or notice, then the party responding to said demand or
notice is authorized to do so. Any such arbitration will be limited to the
operation of the interim reimbursement provisions contained in Sections 5(a)(ii)
and 5(b) and will not resolve the ultimate propriety or enforceability of the
obligation to indemnify for expenses which is created by the provisions of
Sections 8(a) and 8(b) hereof or the obligation to contribute to expenses which
is created by the provisions of Section 8(d) hereof.

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<PAGE>

6. Conditions of Underwriters' Obligations. The obligations of the
several Underwriters to purchase and pay for the Shares as provided herein shall
be subject to the accuracy, as of the date hereof and the Closing Date and any
later date on which Option Shares are to be purchased, as the case may be, of
the representations and warranties of the Company herein, to the performance by
the Company of their respective obligations hereunder and to the following
additional conditions:

(a) The Registration Statement shall have become
effective not later than 2:00 P.M., San Francisco time, on the date following
the date of this Agreement, or such later date as shall be consented to in
writing by you; and no stop order suspending the effectiveness thereof shall
have been issued and no proceedings for that purpose shall have been initiated
or, to the knowledge of the Company or any Underwriter, threatened by the
Commission, and any request of the Commission for additional information (to be
included in the Registration Statement or the Prospectus or otherwise) shall
have been complied with to the reasonable satisfaction of Underwriters' Counsel.

(b) All corporate proceedings and other legal
matters in connection with this Agreement, the form of the Registration
Statement and the Prospectus, and the registration, authorization, issue, sale
and delivery of the Shares, shall have been reasonably satisfactory to
Underwriters' Counsel, and such counsel shall have been furnished with such
papers and information as they may reasonably have requested to enable them to
pass upon the matters referred to in this Section 6.

(c) Subsequent to the execution and delivery of
this Agreement and prior to the Closing Date, or any later date on which Option
Shares are to be purchased, as the case may be, there shall not have been any
change in the condition (financial or otherwise), earnings, operations or
business of the Company and its subsidiaries considered as one enterprise from
that set forth in the Registration Statement or the Prospectus, which, in your
reasonable judgment, is material and adverse and that makes it, in your
reasonable judgment, impracticable or inadvisable to proceed with the public
offering of the Shares as contemplated by the Prospectus.

(d) (i) You shall have received on the Closing
Date and on any later date on which Option Shares are to be purchased, as the
case may be, the following opinion of counsel for the Company as to the Company
and all United States subsidiaries, Wilmer, Cutler & Pickering, and of Canadian
counsel as to opinions (A), (B), (C), (D), (E), (G), (O), (P), (Q), (R) below,
for all Canadian subsidiaries, each dated the Closing Date or such later date on
which Option Shares are to be purchased addressed to the Underwriters and with
reproduced copies or signed counterparts thereof for each of the Underwriters,
to the effect that:

(A) Each of the Company and its
subsidiaries organized as a corporation has been duly incorporated and is
validly existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation;

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<PAGE>

(B) Each subsidiary organized as a limited
liability company has been duly organized and is in good standing under the
laws of its jurisdiction of organization;

(C) Each of the Company and its
subsidiaries organized as a corporation has the corporate power and
authority to own, lease and operate its properties and to conduct its
business as described in the Prospectus;

(D) Each subsidiary organized as a limited
liability company has the power and authority to own, lease and operate its
properties and to conduct its business as now conducted as described in the
Prospectus;

(E) Each of the Company and its
subsidiaries is duly qualified to do business as a foreign corporation and
is in good standing in each state specified on Schedule C hereto. To such
counsel's knowledge, the Company does not own or control, directly or
indirectly, any corporation, association or other entity other than the
subsidiaries;

(F) The authorized, issued and outstanding
capital stock of the Company is as set forth in the Prospectus under the
caption "Capitalization" as of the dates stated therein, the issued and
outstanding shares of capital stock of the Company have been duly and
validly issued and are fully paid and nonassessable, and, to such counsel's
knowledge, will not have been issued in violation of or subject to any
preemptive right, co-sale right, registration right, right of first refusal
or other similar right (other than such preemptive rights or other rights
to subscribe for or purchase securities as were fully complied with or
expressly waived or with respect to the violation of which the right to
make a claim is barred by the applicable statute of limitations);

(G) All issued and outstanding shares of
capital stock of each subsidiary of the Company organized as a corporation
have been duly authorized and validly issued and are fully paid and
nonassessable, and, to such counsel's knowledge, have not been issued in
violation of or subject to any preemptive right, co-sale right,
registration right, right of first refusal or other similar right and are
owned by the Company free and, except pursuant to the BT Credit Facility or
as described in the Prospectus clear of any pledge, lien, security
interest, encumbrance, claim or equitable interest (other than such
preemptive rights or other rights to subscribe for or purchase securities
as were fully complied with or expressly waived or with respect to the
violation of which the right to make a claim is barred by the applicable
statute of limitations);

(H) The Firm Shares or the Option Shares, as
the case may be, to be issued by the Company pursuant to the terms of this
Agreement have been duly authorized and, upon issuance and delivery against
payment therefor in accordance with the terms hereof, will be duly and
validly issued and fully paid and nonassessable, and, to such counsel's
Knowledge will not have been issued in violation of or subject to any
preemptive right, co-sale right, registration right, right of first refusal
or other similar right (other than

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<PAGE>

such preemptive rights or other rights to subscribe for or purchase
securities as were fully complied with or expressly waived or with respect
to the violation of which the right to make a claim is barred by the
applicable statute of limitations);

(I) The Company has the corporate power
and authority to enter this Agreement and to issue, sell and deliver to the
Underwriters the Shares to be issued and sold by it hereunder;

(J) This Agreement has been duly
authorized by all necessary corporate action on the part of the Company and
has been duly executed and delivered by the Company and, assuming due
authorization, execution and delivery by you, is a valid and binding
agreement of the Company, enforceable in accordance with its terms, except
insofar as indemnification provisions may be limited by applicable law or
public policy and except as enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or
affecting creditors' rights generally or by general equitable principles;

(K) The Commission has advised the
Company that the Registration Statement has become effective under the Act
and, to such counsel's knowledge, no stop order suspending the
effectiveness of the Registration Statement has been issued and no
proceedings for that purpose have been instituted or are currently pending
or overtly threatened under the Act;

(L) The information in the Prospectus
under the captions "Description of Capital Stock", "Risk Factors -
Potential Liability for Taxes Related to the Distributions", "Risk Factors
- Possible Limitations on Issuances of Common Stock", and "The Spin-Offs
from U.S. Office Products", to the extent that it constitutes matters of
law or legal conclusions, has been reviewed by such counsel and is a fair
summary of such matters and conclusions in all material respects; and the
form of certificates evidencing the Common Stock and filed as exhibits to
the Registration Statement comply with Delaware law;

(M) The descriptions in the Registration
Statement and the Prospectus of the charter and bylaws of the Company and
of statutes are accurate and fairly present the information required to be
presented by the Act and the applicable Rules and Regulations; the
descriptions of the Distribution Agreement, the Tax Allocation Agreement,
the Employee Benefits Agreement, and the Tax Indemnification Agreement in
the Registration Statement and the Prospectus accurately summarize in all
material respects the material terms of such agreements;

(N) To such counsel's knowledge, there are
no agreements, contracts, leases or documents to which the Company is a
party of a character required to be described or referred to in the
Registration Statement or the Prospectus or to be filed as an

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<PAGE>

exhibit to the Registration Statement which are not described or referred
to therein or filed as required;

(O) The performance of this Agreement
and the consummation of the transactions herein contemplated (other than
performance of the Company's indemnification and contribution obligations
hereunder, concerning which no opinion need be expressed) will not (a)
result in any violation of the Company's charter or bylaws or (b) to such
counsel's knowledge, result in a material breach or violation of any of the
terms and provisions of, or constitute a default under, any material bond,
debenture, note or other evidence of indebtedness, or any material lease,
contract, indenture, mortgage, deed of trust, loan agreement, joint venture
or other agreement or instrument known to such counsel to which the Company
is a party or by which its properties are bound, (c) any applicable
statute, rule or regulation known to such counsel or, (d) to such counsel's
knowledge, any order, writ or decree of any court, government or
governmental agency or body having jurisdiction over the Company or any of
its subsidiaries or over any of their properties or operations; provided,
however, that no opinion need be rendered concerning state securities laws,
Canadian securities laws, or Blue Sky laws or the rules and regulations of
NASD;

(P) No consent, approval, authorization or
order of or qualification with any court, government or governmental agency
or body having jurisdiction over the Company or any of its subsidiaries or
over any of their properties or operations is necessary in connection with
the consummation by the Company of the transactions herein contemplated,
except such as have been obtained under the Act or the Exchange Act or such
as may be required under state or other securities or Blue Sky laws or the
NASD in connection with the purchase and the distribution of the Shares by
the Underwriters;

(Q) To such counsel's knowledge, there are
no legal or governmental proceedings pending or threatened against the
Company or any of its subsidiaries of a character required to be disclosed
in the Registration Statement or the Prospectus by the Act or the Rules and
Regulations or by the Exchange Act or the applicable rules and regulations
of the Commission thereunder, other than those described therein;

(R) To such counsel's knowledge, neither the
Company nor any of its subsidiaries is presently (a) in material violation
of its respective charter or bylaws in the case of corporations or
certificate of organizaation or operating agreement in the case of limited
liability companies or (b) in material breach of any applicable statute,
rule or regulation known to such counsel or, to such counsel's knowledge,
any order, writ or decree of any court or governmental agency or body
having jurisdiction over the Company or any of its subsidiaries or over any
of their properties or operations, except in the case of clause (b) for
such breach which individually or in the aggregate would not have a
Material Adverse Effect;

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<PAGE>

(S) To such counsel's knowledge, except
as described in the Prospectus no holders of shares of Common Stock or
other securities of the Company have registration rights with respect to
securities of the Company and, except as set forth in the Registration
Statement and the Prospectus, all holders of securities of the Company
having rights known to such counsel to registration of such shares of
Common Stock or other securities, because of the filing of the Registration
Statement by the Company have, with respect to the offering contemplated
thereby, waived such rights or such rights have expired by reason of lapse
of time following notification of the Company's intent to file the
Registration Statement or have included securities in the Registration
Statement pursuant to the exercise of and in full satisfaction of such
rights; and

(T) For U.S. federal income tax purposes,
the Workflow Distribution (as defined in the Registration Statement and
Prospectus) will qualify as a tax-free spin-off under Section 355 of the
Internal Revenue Code (the "Code") and will be taxable under Section 355(e)
of the Code.

In addition to their opinions set forth above, Wilmer, Cutler
& Pickering shall include in its opinion the following statements. Because the
primary purpose of its engagement was not to establish factual matters and
because of the wholly or partially nonlegal character of many determinations
involved in the preparation of the Registration Statement and the Prospectus, it
is not passing upon and does not assume any responsibility for the accuracy,
completeness or fairness of the statements contained in the Registration
Statement and the Prospectus (except to the extent expressly set forth above)
and makes no representation that it has independently checked, investigated or
verified the accuracy, completeness or fairness of such statements (except as
aforesaid). However, it met with and participated in conferences with
representatives of the Company, representatives of the Underwriters,
Underwriters' Counsel and representatives of the independent accountants for the
Company, during which the contents of the Registration Statement and the
Prospectus and related matters were discussed. Based on its participation in the
above-mentioned conferences, its review of the documents described above, and
relying as to materiality upon the opinions and statements of officers of the
Company, it advises the Underwriters that nothing has come to its attention that
causes it to believe that the Registration Statement (other than the financial
statements and notes thereto and supporting schedules and other financial and
statistical data derived therefrom, set forth therein

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<PAGE>

or omitted therefrom, as to which no advice is given), at the time it was
declared effective by the Commission, contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading or that the
Prospectus (other than the financial statements and notes thereto and supporting
schedules and other financial and statistical data derived therefrom, set forth
therein or omitted therefrom, as to which no advice is given), as of the date of
the Prospectus, included an untrue statement of a material fact or omitted to
state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading.

Counsel rendering the foregoing opinion may rely as to
questions of law not involving the laws of the United States of America or the
State of Delaware upon opinions of local counsel, and as to questions of fact
upon representations or certificates of officers of the Company, and of
government officials, in which case their opinion is to state that they are so
relying and that they have no knowledge of any material misstatement or
inaccuracy in any such opinion, representation or certificate. Copies of any
opinion, representation or certificate so relied upon shall be delivered to you,
as Representatives of the Underwriters, and to Underwriters' Counsel.

(e) You shall have received on the Closing Date
and on any later date on which Option Shares are to be purchased, as the case
may be, an opinion of Winston & Strawn, in form and substance satisfactory to
you, with respect to the sufficiency of all such corporate proceedings and other
legal matters relating to this Agreement and the transactions contemplated
hereby as you may reasonably require, and the Company shall have furnished to
such counsel such documents as they may have requested for the purpose of
enabling them to pass upon such matters.

(f) (i) You shall have received on the Closing
Date and on any later date on which Option Shares are to be purchased, as the
case may be, a letter from Price Waterhouse LLP addressed to the Company and the
Underwriters, dated the Closing Date or such later date on which Option Shares
are to be purchased, as the case may be, confirming that they are independent
certified public accountants with respect to the Company within the meaning of
the Act and the applicable published Rules and Regulations and based upon the
procedures described in such letter delivered to you concurrently with the
execution of this Agreement (hereinafter called the "Original Letter"), but
carried out to a date not more than five (5) business days prior to the Closing
Date or such later date on which Option Shares are to be purchased, as the case
may be, (i) confirming, to the extent true, that the statements and conclusions
set forth in the Original Letter are accurate as of the Closing Date or such
later date on which Option Shares are to be purchased, as the case may be, and
(ii) setting forth any revisions and additions to the statements and conclusions
set forth in the Original Letter which are necessary to reflect any changes in
the facts described in the Original Letter since the date of such letter, or to
reflect the availability of more recent financial statements, data or
information. The letter shall not disclose any change in the condition
(financial or otherwise), earnings, operations or business of the Company and
its subsidiaries considered as one enterprise from that set forth in the
Registration Statement or the Prospectus, which, in your reasonable
judgment, is material and adverse and that makes it, in your reasonable
judgment, impracticable or inadvisable to proceed with the public offering of
the Shares as contemplated by the Prospectus. The Original Letter from Price
Waterhouse LLP shall be addressed to or for the use of the Underwriters in form
and substance satisfactory to the Underwriters and shall (i) represent, to the
extent true, that they are independent certified public accountants with respect
to the Company within the meaning of the Act and the applicable published Rules
and Regulations, (ii) set forth their opinion with

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<PAGE>

respect to their examination of the consolidated balance sheet of the Company as
of April 30, 1996, and April 26, 1997 and the related consolidated statements of
income, stockholders' equity and cash flows for the fiscal years ended March 31,
1995, March 31, 1996 and April 26, 1997, (iii) state that Price Waterhouse LLP
has performed the procedures set forth in Statement on Auditing Standards No. 71
("SAS 71") for a review of interim financial information and provide the report
of Price Waterhouse LLP described in SAS 71 on the financial statements for the
nine month period ended January 24, 1998 (the "Nine Month Period Financial
Statements"), (iv) state that in the course of such review, nothing came to
their attention that leads them to believe that any material modifications need
to be made to any of the Nine Month Period Financial Statements in order for
them to be in compliance with generally accepted accounting principles
consistently applied across the period presented and (v) address other matters
agreed upon by Price Waterhouse LLP and you.

(ii) You shall have received on the date
hereof a letter from each of the accounting firms that has examined certain of
the financial statements that are filed with the Commission as a part of the
Registration Statement and are included in the Prospectus addressed to the
Company and the Underwriters, dated the date hereof, confirming that (i) they
are independent certified public accountants with respect to the applicable
subsidiary of the Company within the meaning of the Act and the applicable
published Rules and Regulations and (ii) the financial statements audited by
such independent certified public accountants and included in the Registration
Statement and the Prospectus comply as to form in all material respects with the
applicable accounting requirements of the Act and the applicable published Rules
and Regulations.

(g) You shall have received on the Closing Date
and on any later date on which Option Shares are to be purchased, as the case
may be, a certificate of the Company, dated the Closing Date or such later date
on which Option Shares are to be purchased, as the case may be, signed by the
Chief Executive Officer and Chief Financial Officer of the Company, to the
effect that, and you shall be satisfied that:

(i) The representations and
warranties of the Company in this Agreement are true and
correct, as if made on and as of the Closing Date or any
later date on which Option Shares are to be purchased, as
the case may be, and the Company has complied with all the
agreements and satisfied all the conditions on its part to
be performed or satisfied at or prior to the Closing Date or
any later date on which Option Shares are to be purchased,
as the case may be;

(ii) No stop order suspending the
effectiveness of the Registration Statement has been issued
and, to the Knowledge of the Company, no
proceedings for that purpose have been instituted or are
pending or threatened under the Act;

(iii) When the Registration
Statement became effective and at all times subsequent
thereto up to the delivery of such certificate, the
Registration Statement and the Prospectus, and any
amendments or supplements thereto,

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<PAGE>

contained all material information required to be
included therein by the Act and the Rules and Regulations
and in all material respects conformed to the
requirements of the Act and the Rules and Regulations,
the Registration Statement, and any amendment or
supplement thereto, did not and does not include any
untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary
to make the statements therein not misleading, the
Prospectus, and any amendment or supplement thereto, did
not and does not include any untrue statement of a
material fact or omit to state a material fact necessary
to make the statements therein, in the light of the
circumstances under which they were made, not misleading,
and, since the effective date of the Registration
Statement, there has occurred no event required to be set
forth in an amended or supplemented Prospectus which has
not been so set forth; and

(iv) Subsequent to the respective
dates as of which information is given in the Registration
Statement and the Prospectus and except as described in the
Prospectus, there has not been (a) any material adverse
change in the condition (financial or otherwise), earnings,
operations or business of the Company and its subsidiaries
considered as one enterprise, (b) any transaction that is
material to the Company and its subsidiaries considered as
one enterprise, except transactions entered in the ordinary
course of business, (c) any obligation, direct or
contingent, that is material to the Company and its
subsidiaries that would have a Material Adverse Effect,
except obligations incurred in the ordinary course of
business, (d) any change in the capital stock or outstanding
indebtedness of the Company or any of its subsidiaries that
is material to the Company and its subsidiaries (e) any
dividend or distribution of any kind declared, paid or made
on the capital stock of the Company or any of its
subsidiaries or (f) any loss or damage (whether or not
insured) to the property of the Company or any of its
subsidiaries which has been sustained or will have been
sustained which has a Material Adverse Effect.

(h) The Company shall have obtained and delivered
to you an agreement from each officer and director of the Company, and each
of other certain beneficial owners of Securities named in Schedule B hereto
in writing prior to the date hereof that such person will not, during the
Lock-up Period, effect the Disposition of any Securities now owned or
hereafter acquired directly by such person or with respect to which such
person has or hereafter acquires the power of disposition, other than (i) as
a bona fide gift or gifts, provided the donee or donees thereof agree in
writing to be bound by this restriction, (ii) the exercise of stock options
or (iii) with the prior written consent of BancAmerica Robertson Stephens.
The foregoing restriction shall have been expressly agreed to preclude the
holder of the Securities from engaging in any hedging or other transaction
which is designed to or reasonably expected to lead to or result in a
Disposition of Securities during the Lock-up Period, even if such Securities
would be disposed of by someone other than the such holder. Such prohibited
hedging or other transactions would include, without limitation, any short
sale (whether or not against the box) or any purchase, sale or grant of any
right (including, without limitation, any put or call option) with respect to
any Securities or with respect

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<PAGE>

to any security (other than a broad-based market basket or index) that
includes, relates to or derives any significant part of its value from
Securities. Furthermore, such person will have also agreed and consented to
the entry of stop transfer instructions with the Company's transfer agent
against the transfer of the Securities held by such person except in
compliance with this restriction.

(i) You shall have received from U.S. Office
Products Company ("USOP") a certificate to the effect that the self-tender offer
by USOP to its shareholders has been completed and certifying the number of
shares of USOP common stock purchased pursuant to the tender offer and the
number of shares of USOP common stock issued and outstanding immediately after
the completion of the tender offer transaction.

(j) The Company shall have furnished to you such
further certificates and documents as you shall reasonably request (including
certificates of officers of the Company) as to the accuracy of the
representations and warranties of the Company herein, as to the performance by
the Company of their respective obligations hereunder and as to the other
conditions concurrent and precedent to the obligations of the Underwriters
hereunder.

All such opinions, certificates, letters and documents
will be in compliance with the provisions hereof only if they are reasonably
satisfactory to Underwriters' Counsel. The Company will furnish you with such
number of conformed copies of such opinions, certificates, letters and documents
as you shall reasonably request.

7. Option Shares.

On the basis of the representations, warranties and
agreements herein contained, but subject to the terms and conditions herein set
forth, the Company hereby grants to the several Underwriters, for the purpose of
covering over-allotments in connection with the distribution and sale of the
Firm Shares only, a nontransferable option to purchase up to 630,000 Company
Option Shares at the purchase price per share for the Firm Shares set forth in
Section 3 hereof. Such option may be exercised by the Representatives on behalf
of the several Underwriters on one (1) or more occasions in whole or in part
during the period of 30 days after the date on which the Firm Shares are
initially offered to the public, by giving written notice to the Company. The
number of Option Shares to be purchased by each Underwriter upon the exercise of
such option shall be the same proportion of the total number of Option Shares to
be purchased by the several Underwriters pursuant to the exercise of such option
as the number of Firm Shares purchased by such Underwriter (set forth in
Schedule A hereto) bears to the total number of Firm Shares purchased by the
several Underwriters (set forth in Schedule A hereto), adjusted by the
Representatives in such manner as to avoid fractional shares.

Delivery of definitive certificates for the Option
Shares to be purchased by the several Underwriters pursuant to the exercise of
the option granted by this Section 7 shall be made against payment of the
purchase price therefor by the several Underwriters by wire transfer of
immediately available funds to the Company with regard to the Option Shares.
Such delivery and
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<PAGE>

payment shall take place at the Washington, D.C. office of Wilmer, Cutler &
Pickering (or at such other place as may be agreed upon among the
Representatives and the Company) (i) on the Closing Date, if written notice of
the exercise of such option is received by the Company at least two (2) full
business days prior to the Closing Date or (ii) on a later date which shall not
be later than the third (3rd) full business day following the date the Company
receives written notice of the exercise of such option, if such notice is
received by the Company less than two (2) full business days prior to the
Closing Date.

The certificates for the Option Shares to be so
delivered will be made available to you at such office or such other location,
including, without limitation, in New York City, as you may reasonably request
for checking at least one (1) full business day prior to the date of payment and
delivery and will be in such names and denominations as you may request, such
request to be made at least two (2) full business days prior to such date of
payment and delivery. If the Representatives so elect, delivery of the Option
Shares may be made by credit through full fast transfer to the accounts at The
Depository Trust Company designated by the Representatives.

It is understood that you, individually, and not as
the Representatives of the several Underwriters, may (but shall not be obligated
to) make payment of the purchase price on behalf of any Underwriter or
Underwriters whose check or checks shall not have been received by you prior to
the date of payment and delivery for the Option Shares to be purchased by such
Underwriter or Underwriters. Any such payment by you shall not relieve any such
Underwriter or Underwriters of any of its or their obligations hereunder.

Upon exercise of any option provided for in Section
7(a) hereof, the obligations of the several Underwriters to purchase such Option
Shares will be subject (as of the date hereof and as of the date of payment and
delivery for such Option Shares) to the accuracy of and compliance with the
representations, warranties and agreements of the Company herein, to the
accuracy of the statements of the Company and officers of the Company made
pursuant to the provisions hereof, to the performance by the Company of its
obligations hereunder, to the conditions set forth in Section 6 hereof, and to
the condition that all proceedings taken at or prior to the payment date in
connection with the sale and transfer of such Option Shares shall be reasonably
satisfactory in form and substance to you and to Underwriters' Counsel, and you
shall have been furnished with all such documents, certificates and opinions as
you may reasonably request in order to evidence the accuracy and completeness of
any of the representations, warranties or statements, the performance of any of
the covenants or agreements of the Company or the satisfaction of any of the
conditions herein contained.

8. Indemnification and Contribution.

(a) The Company agrees to indemnify and hold
harmless each Underwriter against any losses, claims, damages or liabilities,
joint or several, to which such Underwriter may become subject (including,
without limitation, in its capacity as an Underwriter or as a "qualified
independent underwriter" pursuant to Rule 2720 of the NASD Conduct Rules), under
the Act, the Exchange Act or otherwise, specifically including, but not limited
to, losses,
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<PAGE>

claims, damages or liabilities (or actions in respect thereof) arising out of or
based upon (i) any breach of any representation, warranty, agreement or covenant
of the Company herein contained, (ii) any untrue statement or alleged untrue
statement of any material fact contained in the Registration Statement or any
amendment or supplement thereto, or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, or (iii) any untrue statement or alleged
untrue statement of any material fact contained in any Preliminary Prospectus or
the Prospectus or any amendment or supplement thereto, or the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, and agrees to reimburse each
Underwriter for any legal or other expenses reasonably incurred by it in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company shall not be liable in
any such case to the extent that any such loss, claim, damage, liability or
action arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in the Registration Statement,
such Preliminary Prospectus or the Prospectus, or any such amendment or
supplement thereto, in reliance upon, and in conformity with, written
information relating to any Underwriter furnished to the Company by such
Underwriter, directly or through you, specifically for use in the preparation
thereof and, provided further, that the indemnity agreement provided in this
Section 8(a) with respect to any Preliminary Prospectus shall not inure to the
benefit of any Underwriter from whom the person asserting any losses, claims,
damages, liabilities or actions based upon any untrue statement or alleged
untrue statement of material fact or omission or alleged omission to state
therein a material fact purchased Shares, if a copy of the Preliminary
Prospectus or Prospectus in which such untrue statement or alleged untrue
statement or omission or alleged omission was corrected had not been sent or
given to such person within the time required by the Act and the Rules and
Regulations, unless such failure is the result of noncompliance by the Company
with Section 4(d) hereof.

The indemnity agreement in this Section 8(a) shall
extend upon the same terms and conditions to, and shall inure to the benefit of,
each person, if any, who controls any Underwriter within the meaning of the Act
or the Exchange Act. This indemnity agreement shall be in addition to any
liabilities which the Company may otherwise have.

(b) Each Underwriter, severally and not jointly,
agrees to indemnify and hold harmless the Company against any losses, claims,
damages or liabilities, joint or several, to which the Company may become
subject under the Act or otherwise, specifically including, but not limited to,
losses, claims, damages or liabilities (or actions in respect thereof) arising
out of or based upon (i) any breach of any representation, warranty, agreement
or covenant of such Underwriter herein contained, (ii) any untrue statement or
alleged untrue statement of any material fact contained in the Registration
Statement or any amendment or supplement thereto, or the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or (iii) any untrue
statement or alleged untrue statement of any material fact contained in any
Preliminary Prospectus or the Prospectus or any amendment or supplement thereto,
or the omission or alleged omission to state therein a material fact necessary
to make the statements therein, in the light of the circumstances under which
they were made, not

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<PAGE>

misleading, in the case of subparagraphs (ii) and (iii) of this Section 8(b) to
the extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by such
Underwriter, directly or through you, specifically for use in the preparation
thereof, and agrees to reimburse the Company for any legal or other expenses
reasonably incurred by the Company in connection with investigating or defending
any such loss, claim, damage, liability or action.

The indemnity agreement in this Section 8(b) shall
extend upon the same terms and conditions to, and shall inure to the benefit of,
each officer of the Company who signed the Registration Statement and each
director of the Company, and each person, if any, who controls the Company
within the meaning of the Act or the Exchange Act. This indemnity agreement
shall be in addition to any liabilities which each Underwriter may otherwise
have.

(c) Promptly after receipt by an indemnified party
under this Section 8 of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against any
indemnifying party under this Section 8, notify the indemnifying party in
writing of the commencement thereof but the omission so to notify the
indemnifying party will not relieve it from any liability which it may have to
any indemnified party otherwise than under this Section 8. In case any such
action is brought against any indemnified party, and it notified the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it shall elect by
written notice delivered to the indemnified party promptly after receiving the
aforesaid notice from such indemnified party, to assume the defense thereof,
with counsel reasonably satisfactory to such indemnified party; provided,
however, that if the defendants in any such action include both the indemnified
party and the indemnifying party and the indemnified party shall have reasonably
concluded that there may be legal defenses available to it and/or other
indemnified parties which are different from or additional to those available to
the indemnifying party, the indemnified party or parties shall have the right to
select separate counsel to assume such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to such indemnified
party of the indemnifying party's election so to assume the defense of such
action and approval by the indemnified party of counsel, which approval will not
be unreasonably withheld, the indemnifying party will not be liable to such
indemnified party under this Section 8 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof unless (i) the indemnified party shall have employed separate counsel in
accordance with the proviso to the next preceding sentence (it being understood,
however, that the indemnifying party shall not be liable for the expenses of
more than one separate counsel (together with appropriate local counsel)
approved by the indemnifying party representing all the indemnified parties
under Section 8(a) or 8(b) hereof who are parties to such action), (ii) the
indemnifying party shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the indemnified party within a reasonable
time after notice of commencement of the action or (iii) the indemnifying party
has authorized the employment of counsel for the indemnified party at the
expense of the indemnifying party. In no event shall any indemnifying party be
liable in respect of

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<PAGE>

any amounts paid in settlement of any action unless the indemnifying party shall
have approved the terms of such settlement; provided that such consent shall not
be unreasonably withheld. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of any pending or
threatened proceeding in respect of which any indemnified party is or could have
been a party and indemnification could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability on all claims that are the subject
matter of such proceeding.

(d) In order to provide for just and equitable
contribution in any action in which a claim for indemnification is made pursuant
to this Section 8 but it is judicially determined (by the entry of a final
judgment or decree by a court of competent jurisdiction and the expiration of
time to appeal or the denial of the last right of appeal) that such
indemnification may not be enforced in such case notwithstanding the fact that
this Section 8 provides for indemnification in such case, all the parties hereto
shall contribute to the aggregate losses, claims, damages or liabilities to
which they may be subject in such proportion so that the Underwriters, acting
severally and not jointly, are responsible pro rata for the portion represented
by the percentage that the underwriting discount bears to the initial public
offering price, and the Company is responsible for the remaining portion,
provided, however, that (i) no Underwriter shall be required to contribute any
amount in excess of the amount by which the underwriting discount applicable to
the Shares purchased by such Underwriter exceeds the amount of damages which
such Underwriter has otherwise required to pay and (ii) no person guilty of a
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who is not guilty of such
fraudulent misrepresentation. The contribution agreement in this Section 8(d)
shall extend upon the same terms and conditions to, and shall inure to the
benefit of, each person, if any, who controls any Underwriter or the Company
within the meaning of the Act or the Exchange Act and each officer of the
Company who signed the Registration Statement and each director of the Company.
This subparagraph (d) shall not be operative as to any Underwriter to the extent
that the Company or each person who controls the Company and each officer of the
Company who signed the Registration Statementand each director of the Company
has received indemnity under this Section 8.

(e) The parties to this Agreement hereby
acknowledge that they are sophisticated business persons who were represented by
counsel during the negotiations regarding the provisions hereof, including,
without limitation, the provisions of this Section 8, and are fully informed
regarding said provisions. They further acknowledge that the provisions of this
Section 8 fairly allocate the risks in light of the ability of the parties to
investigate the Company and its business in order to assure that adequate
disclosure is made in the Registration Statement and the Prospectus as required
by the Act and the Exchange Act. The parties hereto are hereby advised that
federal or state public policy, as interpreted by courts in certain
jurisdictions, may be contrary to certain of the provisions of this Section 8,
and the parties hereto hereby expressly waive and relinquish any right or
ability to assert such public policy as a defense to a claim under this Section
8 and hereby further agree not to attempt to assert any such defense.

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<PAGE>

9. Representations, Warranties, Covenants and Agreements to Survive
Delivery. All representations, warranties, covenants and agreements of the
Company and the Underwriters herein or in certificates delivered pursuant
hereto, and the indemnity and contribution agreements contained in Section 8
hereof shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of any Underwriter or any person controlling
any Underwriter within the meaning of the Act or the Exchange Act, or by or on
behalf of the Company, or any of its officers, directors or controlling persons
within the meaning of the Act or the Exchange Act, and shall survive the
delivery of the Shares to the several Underwriters hereunder or termination of
this Agreement.

10. Substitution of Underwriters. If any Underwriter or Underwriters
shall fail to take up and pay for the number of Firm Shares agreed by such
Underwriter or Underwriters to be purchased hereunder upon tender of such Firm
Shares in accordance with the terms hereof, and if the aggregate number of Firm
Shares which such defaulting Underwriter or Underwriters so agreed but failed to
purchase does not exceed 10% of the Firm Shares, the remaining Underwriters
shall be obligated, severally in proportion to their respective commitments
hereunder, to take up and pay for the Firm Shares of such defaulting Underwriter
or Underwriters.

If any Underwriter or Underwriters so defaults and the
aggregate number of Firm Shares which such defaulting Underwriter or
Underwriters agreed but failed to take up and pay for exceeds 10% of the Firm
Shares, the remaining Underwriters shall have the right, but shall not be
obligated, to take up and pay for (in such proportions as may be agreed upon
among them) the Firm Shares which the defaulting Underwriter or Underwriters so
agreed but failed to purchase. If such remaining Underwriters do not, at the
Closing Date, take up and pay for the Firm Shares which the defaulting
Underwriter or Underwriters so agreed but failed to purchase, the Closing Date
shall be postponed for 24 hours to allow the several Underwriters the privilege
of substituting within 24 hours (including non-business hours) another
underwriter or underwriters (which may include any nondefaulting Underwriter)
reasonably satisfactory to the Company. If no such underwriter or underwriters
shall have been substituted as aforesaid by such postponed Closing Date, the
Closing Date may, at the option of the Company, be postponed for a further 24
hours, if necessary, to allow the Company the privilege of finding another
underwriter or underwriters, reasonably satisfactory to you, to purchase the
Firm Shares which the defaulting Underwriter or Underwriters so agreed but
failed to purchase. If it shall be arranged for the remaining Underwriters or
substituted underwriter or underwriters to take up the Firm Shares of the
defaulting Underwriter or Underwriters as provided in this Section 10, (i) the
Company shall have the right to postpone the time of delivery for a period of
not more than seven (7) full business days, in order to effect whatever changes
may thereby be made necessary in the Registration Statement or the Prospectus,
or in any other documents or arrangements, and the Company agrees promptly to
file any amendments to the Registration Statement, supplements to the Prospectus
or other such documents which may thereby be made necessary, and (ii) the
respective number of Firm Shares to be purchased by the remaining Underwriters
and substituted underwriter or underwriters shall be taken as the basis of their
underwriting obligation. If the remaining Underwriters shall not take up and pay
for all such Firm Shares so agreed to be purchased by the defaulting Underwriter
or Underwriters or substitute another underwriter or underwriters as aforesaid
and the Company shall not find or shall not elect to seek

-31-

<PAGE>

another underwriter or underwriters for such Firm Shares as aforesaid, then this
Agreement shall terminate.

In the event of any termination of this Agreement pursuant to
the preceding paragraph of this Section 10, the Company shall not be liable to
any Underwriter (except as provided in Sections 5 and 8 hereof) nor shall any
Underwriter (other than an Underwriter who shall have failed, other than for
some reason permitted under this Agreement, to purchase the number of Firm
Shares agreed by such Underwriter to be purchased hereunder, which Underwriter
shall remain liable to the Company and the other Underwriters for damages, if
any, resulting from such default) be liable to the Company (except to the extent
provided in Sections 5 and 8 hereof).

The term "Underwriter" in this Agreement shall include any
person substituted for an Underwriter under this Section 10.

11. Effective Date of this Agreement and Termination.

(a) This Agreement shall become effective at the
earlier of (i) 6:30 A.M., San Francisco time, on the first full business day
following the effective date of the Registration Statement, or (ii) the time of
the initial public offering of any of the Shares by the Underwriters after the
Registration Statement becomes effective. The time of the initial public
offering shall mean the time of the release by you, for publication, of the
first newspaper advertisement relating to the Shares, or the time at which the
Shares are first generally offered by the Underwriters to the public by letter,
telephone, telegram or telecopy, whichever shall first occur. By giving notice
as set forth in Section 12 hereof before the time this Agreement becomes
effective, you, as Representatives of the several Underwriters, or the Company,
may prevent this Agreement from becoming effective without liability of any
party to any other party, except as provided in Sections 4(j) (to the extent
Section 4(j) by its terms applies), 5 and 8 hereof.

(b) You, as Representatives of the several
Underwriters, shall have the right to terminate this Agreement by giving notice
as hereinafter specified at any time on or prior to the Closing Date or on or
prior to any later date on which Option Shares are to be purchased, as the case
may be, (i) if the Company shall have failed, refused or been unable to perform
any agreement on its part to be performed, or because any other condition of the
Underwriters' obligations hereunder required to be fulfilled is not fulfilled,
including, without limitation, any change in the condition (financial or
otherwise), earnings, operations or business of the Company and its subsidiaries
considered as one enterprise from that set forth in the Registration Statement
or the Prospectus, which, in your reasonable judgment, is material and adverse,
(ii) if additional material governmental restrictions, not in force and effect
on the date hereof, shall have been imposed upon trading in securities generally
or minimum or maximum prices shall have been generally established on the New
York Stock Exchange or on the American Stock Exchange or in the over the counter
market by the NASD, or trading in securities generally shall have been suspended
on either such exchange or in the over the counter market by the NASD, or if a
banking moratorium shall have been declared by federal, New York or California
authorities, (iii) if the

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<PAGE>

Company shall have sustained a loss by strike, fire, flood, earthquake, accident
or other calamity of such character as to interfere materially with the conduct
of the business and operations of the Company regardless of whether or not such
loss shall have been insured, (iv) if there shall have been a material adverse
change in the general political or economic conditions or financial markets as
in your reasonable judgment makes it inadvisable or impracticable to proceed
with the offering, sale and delivery of the Shares or (v) if there shall have
been an outbreak or escalation of hostilities or of any other insurrection or
armed conflict or the declaration by the United States of America of a national
emergency which, in the reasonable opinion of the Representatives, makes it
impracticable or inadvisable to proceed with the public offering of the Shares
as contemplated by the Prospectus. In the event of termination pursuant to
subparagraph (i) above, the Company shall remain obligated to pay costs and
expenses pursuant to Sections 4(j), 5 and 8 hereof. Any termination pursuant to
any of subparagraphs (ii) through (v) above shall be without liability of any
party to any other party except as provided in Sections 5 and 8 hereof.

If you elect to prevent this Agreement from becoming effective
or to terminate this Agreement as provided in this Section 11, you shall
promptly notify the Company by telephone, telecopy or telegram, in each case
confirmed by letter. If the Company shall elect to prevent this Agreement from
becoming effective, the Company shall promptly notify you by telephone, telecopy
or telegram, in each case, confirmed by letter.

12. Notices. All notices or communications hereunder, except as
herein otherwise specifically provided, shall be in writing and if sent to you
shall be mailed, delivered, telegraphed (and confirmed by letter) or telecopied
(and confirmed by letter) to you c/o BancAmerica Robertson Stephens, 555
California Street, Suite 2600, San Francisco, California 94104, telecopier
number (415) 781-0278, Attention: General Counsel; if sent to the Company, such
notice shall be mailed, delivered, telegraphed (and confirmed by letter) or
telecopied (and confirmed by letter) to Aztec Technology Partners, Inc., 52
Roland Street, Boston, Massachusetts 02129, Attention: Chief Executive Officer,
telecopier number (617) 623-5888, with a copy to George P. Stamas, Esq., Wilmer,
Cutler & Pickering, 2445 M Street, N.W., Washington, D.C. 20037, telecopier
number (202) 663-6363.

13. Parties. This Agreement shall inure to the benefit of and be
binding upon the several Underwriters and the Company and their respective
executors, administrators, successors and assigns. Nothing expressed or
mentioned in this Agreement is intended or shall be construed to give any person
or entity, other than the parties hereto and their respective executors,
administrators, successors and assigns, and the controlling persons within the
meaning of the Act or the Exchange Act, officers and directors referred to in
Section 8 hereof, any legal or equitable right, remedy or claim in respect of
this Agreement or any provisions herein contained, this Agreement and all
conditions and provisions hereof being intended to be and being for the sole and
exclusive benefit of the parties hereto and their respective executors,
administrators, successors and assigns and said controlling persons and said
officers and directors, and for the benefit of no other person or entity. No
purchaser of any of the Shares from any Underwriter shall be construed a
successor or assign by reason merely of such purchase.

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<PAGE>

In all dealings with the Company under this Agreement, you
shall act on behalf of each of the several Underwriters, and the Company shall
be entitled to act and rely upon any statement, request, notice or agreement
made or given by you jointly or by BancAmerica Robertson Stephens on behalf of
you.

14. Applicable Law. This Agreement shall be governed by, and
construed in accordance with, the internal laws of the State of New York.

15. Counterparts. This Agreement may be signed in several
counterparts, each of which will constitute an original.

[signature page follows]

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<PAGE>

If the foregoing correctly sets forth the understanding among
the Company and the several Underwriters, please so indicate in the space
provided below for that purpose, whereupon this letter shall constitute a
binding agreement among the Company and the several Underwriters.

Very truly yours,

AZTEC TECHNOLOGY PARTNERS, INC.

By:______________________
James E. Claypoole
President, Chairman of the Board
and Chief Executive Officer

Accepted as of the date
first above written:

BANCAMERICA ROBERTSON STEPHENS
VOLPE BROWN WHELAN & COMPANY, LLC
FRIEDMAN, BILLINGS, RAMSEY & CO., INC.

On their behalf and on behalf of each
of the several Underwriters named in
Schedule A hereto:

By BANCAMERICA ROBERTSON STEPHENS

By: ______________________________
Authorized Signatory

<PAGE>

SCHEDULE A

Number of
Firm Shares
To Be

Underwriters Purchased
- ------------ ---------
<S> <C>
BancAmerica Robertson Stephens ......................
Volpe Brown Whelan & Company, LLC ...................
Friedman, Billings, Ramsey & Co., Inc. ..............

Total ...............................................
</TABLE>

<PAGE>

SCHEDULE B

Name
- ----
James E. Claypoole
Ira Cohen
Elizabeth M. Claypoole
Jonathan J. Ledecky

<PAGE>
Exhibit 5

WILMER, CUTLER & PICKERING

2445 M Street, N.W.
Washington, D.C. 20037-1420
Telephone (202) 663-6000
Facsimile (202) 663-6363

June 9, 1998

Aztec Technology Partners, Inc.
52 Roland Street
Boston, MA 02129

Gentlemen:

As special counsel for Aztec Technology Partners, Inc., a Delaware
corporation (the "Company"), we are familiar with the Company's Registration
Statement on Form S-1, first filed with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"), on
March 6, 1998, as amended by Amendment No. 1 to the Registration Statement filed
with the Commission on May 1, 1998, Amendment No. 2 to the Registration
Statement filed with the Commission on May 18, 1998 and Amendment No. 3 to the
Registration Statement filed with the Commission on June 4, 1998, as may be
further amended or supplemented (collectively, the "Registration Statement"),
with respect to the offering (the "Offering") of up to 4,200,000 shares of the
Company's Common Stock, $.001 par value, by the Company (the "Firm Shares"),
and up to an additional 630,000 shares of Common Stock by the Company (the
"Option Shares") subject to an Underwriters' over-allotment option (the
"Over-allotment Option"). The Firm Shares and the Option Shares are
collectively referred to hereafter as the "Shares."

In connection with the foregoing, we have examined (i) the Certificate of
Incorporation of the Company filed with the Secretary of State of Delaware on
February 12, 1998, (ii) the Certificate of Amendment to the Certificate of
Incorporation filed with the Secretary of State of Delaware on April 2, 1998;
(iii) the Certificate of Amendment to the Certificate of Incorporation filed
with the Secretary of State of Delaware on April 23, 1998; (iv) the Certificate
of Amendment to the Certificate of Incorporation to be filed with the Secretary
of the State of Delaware; (v) the By-Laws of the Company (amended and restated);
(vi) the proposed form of Underwriting Agreement to be filed as an Exhibit to
the Registration Statement with respect to the Shares (the "Underwriting
Agreement"); (vii) the form of stock certificate for the common stock of the
Company, and (viii) such records of the corporate proceedings of the Company,
such certificates of public officials and such other documents as we deemed
necessary to render this opinion.

Based on such examination and assumption, we are of the opinion that:

<PAGE>

Aztec Technology Partners, Inc.
June 9, 1998
Page 2

1. The Company is a corporation duly incorporated and existing under the
laws of the State of Delaware.

2. The Shares have been duly authorized and when sold, issued and paid
for pursuant to the duly executed Underwriting Agreement (in substantially the
form filed as an exhibit to the Registration Statement) will be validly issued,
fully paid and nonassessable.

We hereby consent to the filing of this Opinion as Exhibit 5 to the
Registration Statement and the reference to us in the Prospectus which is part
of the Registration Statement.

Very truly yours,

WILMER, CUTLER & PICKERING

By: /s/ Thomas W. White
-------------------------------------
Thomas W. White, a partner

<PAGE>
EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of our reports dated February 4, 1998 (except
for Note 1 and the last paragraph of Note 3, which are as of May 14, 1998),
relating to the financial statements of Aztec Technology Partners, Inc., which
appears in such Prospectus. We also consent to the reference to us under the
heading "Experts" in such Prospectus.

PRICE WATERHOUSE LLP

Minneapolis, MN
June 3, 1998

<PAGE>
EXHIBIT 23.3

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1, as amended, of our report dated June 7,
1996, except for Note 9, as to which the date is October 24, 1996, relating to
the financial statements of Fortran Corp., which report appears in such
Prospectus. We also consent to the reference to us under the heading "Experts"
in such Prospectus.

RUBIN, KOEHMSTEDT AND NADLER

Springfield, Virginia
June 3, 1998

<PAGE>
EXHIBIT 23.4

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of our report dated June 22, 1997, relating
to the combined financial statements of Aztec East Inc. and Affiliates, which
appear in such Prospectus. We also consent to the reference to us under the
heading "Experts".

B.N. KOZIN COMPANY

Melville, New York
June 3, 1998

<PAGE>
EXHIBIT 23.5

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of our report dated January 30, 1998,
relating to the financial statements of Compel Corporation which appears in such
Prospectus. We also consent to the reference to us under the heading "Experts"
in such Prospectus.

PRICE WATERHOUSE LLP
Minneapolis, MN
June 3, 1998