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                    AZTEC TECHNOLOGY PARTNERS, INC.

                   1998 EMPLOYEE STOCK PURCHASE PLAN

                             June 7, 1998

     The purpose of this Plan is to provide eligible employees of Aztec 
Consulting Partners, Inc. (the "Company") and certain of its subsidiaries 
with opportunities to purchase shares of the Company's common stock, $0.001 
par value (the "Common Stock"), commencing on June 7, 1998.  One Million 
(1,000,000) shares of Common Stock in the aggregate have been approved for 
this purpose.

     1.   Administration.  The Plan will be administered by the Company's 
Board of Directors (the "Board") or by a Committee appointed by the Board 
(the "Committee"). The Board or the Committee has authority to make rules and 
regulations for the administration of the Plan and its interpretation and 
decisions with regard thereto shall be final and conclusive.

     2.   Eligibility.  Participation in the Plan will neither be permitted 
nor denied contrary to the requirements of Section 423 of the Internal 
Revenue Code of 1986, as amended (the "Code"), and regulations promulgated 
thereunder.  All employees of the Company, including Directors who are 
employees, and all employees of any subsidiary of the Company (as defined in 
Section 424(f) of the Code) designated by the Board or the Committee from 
time to time (a "Designated Subsidiary"), other than employees of the Company 
or any Designated Subsidiary who are "highly compensated" within the meaning 
of Section 414(q) of the Code, are eligible to participate in any one or more 
of the offerings of Options (as defined in Section 9) to purchase Common 
Stock under the Plan provided that:

          (a)  they are regularly employed by the Company or a Designated 
     Subsidiary for more than twenty (20) hours a week and for more than 
     ten (10) months in a calendar year; and

          (b)  they have been employed by the Company or a Designated 
     Subsidiary for at least 30 days prior to enrolling in the Plan; and

          (c)  they are employees of the Company or a Designated Subsidiary 
     on the first day of the applicable Plan Period (as defined below).

     No employee may be granted an option hereunder if such employee, 
immediately after the option is granted, owns 5% or more of the total 
combined voting power or value of the stock of the Company or any subsidiary. 
 For purposes of the preceding sentence, the attribution rules of Section 
424(d) of the Code shall apply in determining the stock ownership of an 
employee, and all stock which the 

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employee has a contractual right to purchase shall be treated as stock owned 
by the employee.

     3.   Offerings.  The Company will make one or more offerings 
("Offerings") to employees to purchase stock under this Plan.  Offerings will 
begin each July 1 and January 1, or the first business day thereafter (the 
"Offering Commencement Dates"). Each Offering Commencement Date will begin a 
6-month period (a "Plan Period") during which payroll deductions will be made 
and held for the purchase of Common Stock at the end of the Plan Period.  
Notwithstanding the foregoing, the initial Offering Commencement Date shall 
be June 7, 1998, and the initial Plan Period shall end on December 31, 1998.  
The Board or the Committee may, at its discretion, choose a different Plan 
Period of twelve (12) months or less for subsequent Offerings.

     4.   Participation.  An employee eligible on the Offering Commencement 
Date of any Offering may participate in such Offering by completing and 
forwarding a payroll deduction authorization form to the employee's 
appropriate payroll office at least 7 days prior to the applicable Offering 
Commencement Date.  The form will authorize a regular payroll deduction from 
the Compensation received by the employee during the Plan Period.  Unless an 
employee files a new form or withdraws from the Plan, his deductions and 
purchases will continue at the same rate for future Offerings under the Plan 
as long as the Plan remains in effect.  The term "Compensation" means the 
amount of money reportable on the employee's Federal Income Tax Withholding 
Statement.

     5.   Deductions.  The Company will maintain payroll deduction accounts 
for all participating employees.  With respect to any Offering made under 
this Plan, an employee may authorize a payroll deduction in any dollar amount 
up to a maximum of 15% of the Compensation he or she receives during the Plan 
Period or such shorter period during which deductions from payroll are made.

     No employee may be granted an Option (as defined in Section 9) which 
permits his rights to purchase Common Stock under this Plan and any other 
stock purchase plan of the Company and its subsidiaries, to accrue at a rate 
which exceeds $25,000 of the fair market value of such Common Stock 
(determined at the Offering Commencement Date of the Plan Period) for each 
calendar year in which the Option is outstanding at any time.

     6.   Deduction Changes.  An employee may decrease or discontinue his 
payroll deduction once during any Plan Period, by filing a new payroll 
deduction authorization form.  However, an employee may not increase his 
payroll deduction during a Plan Period.  If an employee elects to discontinue 
his payroll deductions during a Plan Period, but does not elect to withdraw 
his funds pursuant to Section 8 hereof, funds deducted prior to his election 
to discontinue will be applied to the purchase of Common Stock on the 
Exercise Date (as defined below).

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     7.   Interest.  Interest will not be paid on any employee accounts, 
except to the extent that the Board or the Committee, in its sole discretion, 
elects to credit employee accounts with interest at such per annum rate as it 
may from time to time determine.

     8.   Withdrawal of Funds.  An employee may at any time prior to the 
close of business on the last business day in a Plan Period and for any 
reason permanently draw out the balance accumulated in the employee's account 
and thereby withdraw from participation in an Offering.  Partial withdrawals 
are not permitted.  The employee may not begin participation again during the 
remainder of the Plan Period.  The employee may participate in any subsequent 
Offering in accordance with terms and conditions established by the Board  or 
the Committee, except that employees who are also directors or officers of 
the Company within the meaning of Section 16 of the Securities Exchange Act 
of 1934 (the "Exchange Act") and the rules promulgated there under may not 
participate again for a period of at least six months as provided in Rule 
16b-3(d)(2)(i) or any successor provision.

     9.   Purchase of Shares.  On the Offering Commencement Date of each Plan 
Period, the Company will grant to each eligible employee who is then a 
participant in the Plan an option ("Option") to purchase on the last business 
day of such Plan Period (the "Exercise Date"), at the Option Price 
hereinafter provided for, the largest number of whole shares of Common Stock 
of the Company as does not exceed the number of shares determined by dividing 
(a) the product of $2,083 and the number of whole months in such Plan Period, 
by (b) the closing price (as defined below) on the Offering Commencement Date 
of such Plan Period or such other number as may be determined by the Board 
prior to the Offering Commencement Date.

     The purchase price for each share purchased will be 85% of the closing 
price of the Common Stock on (i) the first business day of such Plan Period 
or (ii) the Exercise Date, whichever closing price shall be less.  Such 
closing price shall be (a) the closing price on any national securities 
exchange on which the Common Stock is listed, (b) the closing price of the 
Common Stock on the Nasdaq National Market or (c) the average of the closing 
bid and asked prices in the over-the-counter-market, whichever is applicable, 
as published in The Wall Street Journal.  If no sales of Common Stock were 
made on such a day, the price of the Common Stock for purposes of clauses (a) 
and (b) above shall be the reported price for the next preceding day on which 
sales were made.

     Each employee who continues to be a participant in the Plan on the 
Exercise Date shall be deemed to have exercised his Option at the Option 
Price on such date and shall be deemed to have purchased from the Company the 
number of full shares of Common Stock reserved for the purpose of the Plan 
that his accumulated payroll deductions on such date will pay for pursuant to 
the formula set forth above (but not in excess of the maximum number 
determined in the manner set forth above).

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     Any balance remaining in an employee's payroll deduction account at the 
end of a Plan Period will be automatically refunded to the employee, except 
that any balance which is less than the purchase price of one share of Common 
Stock will be carried forward into the employee's payroll deduction account 
for the following Offering, unless the employee elects not to participate in 
the following Offering under the Plan, in which case the balance in the 
employee's account shall be refunded.  

     10.  Restriction on Sale of Shares.  While the employee is employed by 
the Company, the employee shall be prohibited from selling Shares purchased 
under the Plan until such employee has held such Shares for at least 12 
months from the date of purchase.  The certificates evidencing such Shares 
purchased by the employee shall have the following legend affixed to the back 
of such certificate:

          The shares of stock evidenced by this certificate are subject to a 
          restriction on resale, and may not be sold or transferred by the 
          holder while such holder is an employee of the Company until such 
          employee has held such shares of stock for a twelve-month period.

     11.  Issuance of Certificates.  Certificates representing shares of 
Common Stock purchased under the Plan may be issued only in the name of the 
employee, in the name of the employee and another person of legal age as 
joint tenants with rights of survivorship, or (in the Company's sole 
discretion) in the street name of a brokerage firm, bank or other nominee 
holder designated by the employee. 

     12.  Rights on Retirement, Death or Termination of Employment.  In the 
event of a participating employee's termination of employment prior to the 
last business day of a Plan Period, no payroll deduction shall be taken from 
any pay due and owing to an employee and the balance in the employee's 
account shall be paid to the employee or, in the event of the employee's 
death, (a) to a beneficiary previously designated in a revocable notice 
signed by the employee (with any spousal consent required under state law), 
or (b) in the absence of such a designated beneficiary, to the executor or 
administrator of the employee's estate, or (c) if no such executor or 
administrator has been appointed to the knowledge of the Company, to such 
other person(s) as the Company may, in its discretion, designate.  If, prior 
to the last business day of the Plan Period, the Designated Subsidiary by 
which an employee is employed shall cease to be a subsidiary of the Company, 
or if the employee is transferred to a subsidiary of the Company that is not 
a Designated Subsidiary, the employee shall be deemed to have terminated 
employment for the purposes of this Plan.

     13.  Optionees Not Stockholders.  No employee shall have any rights as a 
stockholder with respect to any shares of Common Stock to be distributed with 
respect to an Option until becoming the record holder of such shares.  

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Notwithstanding the foregoing, in the event that the Company effects a split 
of its Common Stock by means of a stock dividend and the exercise price of 
and the number of shares subject to such Option are adjusted as of the date 
of the distribution of the dividend (rather than as of the record date for 
such dividend), then an optionee who is deemed to have exercised an option 
between the record date  and the distribution date for such stock dividend 
shall be entitled to receive, on the distribution date, the stock dividend 
with respect to the shares of Common Stock acquired under such Option 
exercise, notwithstanding the fact that such shares were not outstanding as 
of the close of business on the record date for such stock dividend.

     14.  Rights Not Transferable.  Rights under this Plan are not 
transferable by a participating employee other than by will or the laws of 
descent and distribution, and are exercisable during the employee's lifetime 
only by the employee.

     15.  Application of Funds.  All funds received or held by the Company 
under this Plan may be combined with other corporate funds and may be used 
for any corporate purpose.

     16.  Adjustment in Case of Changes Affecting Common Stock.  In the event 
of a subdivision of outstanding shares of Common Stock, or the payment of a 
dividend in Common Stock, the number of shares approved for this Plan, and 
the share limitation set forth in Section 9, shall be increased 
proportionately, and such other adjustment shall be made as may be deemed 
equitable by the Board or the Committee.  In the event of any other change 
affecting the Common Stock, such adjustment shall be made as may be deemed 
equitable by the Board or the Committee to give proper effect to such event.

     17.  Merger.  If the Company shall at any time merge or consolidate with 
another corporation and the holders of the capital stock of the Company 
immediately prior to such merger or consolidation continue to hold at least 
50% by voting power of the capital stock of the surviving corporation 
("Continuity of Control"), the holder of each Option then outstanding will 
thereafter be entitled to receive at the next Exercise Date upon the exercise 
of such Option for each share as to which such Option shall be exercised the 
securities or property which a holder of one share of the Common Stock was 
entitled to upon and at the time of such merger, and the Committee shall take 
such steps in connection with such merger as the Committee shall deem 
necessary to assure that the provisions of Paragraph 15 shall thereafter be 
applicable, as nearly as reasonably may be, in relation to the said 
securities or property as to which such holder of such Option might 
thereafter be entitled to receive thereunder.  

     In the event of a merger or consolidation of the Company with or into 
another corporation which does not involve Continuity of Control, or of a 
sale of all or 

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substantially all of the assets of the Company while unexercised Options 
remain outstanding under the Plan, (a) subject to the provisions of clauses 
(b) and (c), after the effective date of such transaction, each holder of an 
outstanding Option shall be entitled, upon exercise of such Option, to 
receive in lieu of shares of Common Stock, shares of such stock or other 
securities as the holders of shares of Common Stock received pursuant to the 
terms of such transaction; or (b) all outstanding Options may be cancelled by 
the Board or the Committee as of a date prior to the effective date of any 
such transaction and all payroll deductions shall be paid out to the 
participating employees; or (c) all outstanding Options may be cancelled by 
the Board or the Committee as of the effective date of any such transaction, 
provided that notice of such cancellation shall be given to each holder of an 
Option, and each holder of an Option shall have the right to exercise such 
Option in full based on payroll deductions then credited to his account as of 
a date determined by the Board or the Committee, which date shall not be less 
than seven (7) days preceding the effective date of such transaction.  

     18.  Amendment of the Plan.  The Board may at any time, and from time to 
time, amend this Plan in any respect, except that (a) if the approval of any 
such amendment by the shareholders of the Company is required by Section 423 
of the Code or by Rule 16b-3 under the Exchange Act, such amendment shall not 
be effected without such approval, and (b) in no event may any amendment be 
made which would cause the Plan to fail to comply with Section 16 of the 
Exchange Act and the rules promulgated thereunder, as in effect from time to 
time, or Section 423 of the Code.

     19.  Insufficient Shares.  In the event that the total number of shares 
of Common Stock specified in elections to be purchased under any Offering 
plus the number of shares purchased under previous Offerings under this Plan 
exceeds the maximum number of shares issuable under this Plan, the Board or 
the Committee will allot the shares then available on a pro rata basis. 

     20.  Termination of the Plan.  This Plan may be terminated at any time 
by the Board.  Upon termination of this Plan all amounts in the accounts of 
participating employees shall be promptly refunded.

     21.  Governmental Regulations.  The Company's obligation to sell and 
deliver Common Stock under this Plan is subject to listing on a national 
stock exchange or quotation on the Nasdaq National Market and the approval of 
all governmental authorities required in connection with the authorization, 
issuance or sale of such stock.

     The Plan shall be governed by Delaware law except to the extent that 
such law is preempted by federal law.

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     The Plan is intended to comply with the provisions of Rule 16b-3 
promulgated under the Securities Exchange Act of 1934.  Any provision 
inconsistent with such Rule shall to that extent be inoperative and shall not 
affect the validity of the Plan.

     22.  Issuance of Shares.  Shares may be issued upon exercise of an 
Option from authorized but unissued Common Stock, from shares held in the 
treasury of the Company, or from any other proper source.

     23.  Notification upon Sale of Shares.  Each employee agrees, by 
entering the Plan, to promptly give the Company notice of any disposition of 
shares purchased under the Plan where such disposition occurs within two 
years after the date of grant of the Option pursuant to which such shares 
were purchased.

     24.  Effective Date and Approval of Shareholders.  The Plan shall take 
effect on June 7, 1998 subject to approval by the shareholders of the Company 
as required by Rule 16b-3 under the Exchange Act and by Section 423 of the 
Code, which approval must occur within twelve months of the adoption of the 
Plan by the Board.

                              Adopted by the Board of Directors 
                              on June 7, 1998


                              Approved by the stockholders  
                              on   _________________, 1998



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