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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-K/A

                                AMENDMENT NO. 1

<TABLE>
<C>        <S>
   /X/     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934
</TABLE>

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

<TABLE>
<C>        <S>
   / /     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934
</TABLE>

                        COMMISSION FILE NUMBER: 0-24417

                        AZTEC TECHNOLOGY PARTNERS, INC.

             (Exact name of registrant as specified in its charter)

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

<TABLE>
<S>                                            <C>
                  DELAWARE                                      04-3408450
       (State or other jurisdiction of             (I.R.S. Employer Identification No.)
               incorporation)
</TABLE>

                    50 BRAINTREE HILL OFFICE PARK, SUITE 220
                         BRAINTREE, MASSACHUSETTS 02184
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

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

       Registrant's telephone number, including area code: (781) 849-1702

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

        Securities registered pursuant to Section 12(b) of the Act: None

          Securities registered pursuant to Section 12(g) of the Act:

                    Common Stock, par value $.001 per share

    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/  No / /

    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in the definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K/A or any
amendment to this Form 10-K/A. / /

    The aggregate market value of voting stock of the registrant held by
non-affiliates of the registrant as of March 24, 2000 was approximately
$142,976,131. As of March 24, 2000, 22,588,421 shares of the registrant's common
stock were outstanding.

    This amended Annual Report on Form 10-K/A contains the information required
pursuant to Part III; clarifications to "Business--Voice and Data" and "Legal
Proceedings"; and typographical corrections to the per share amounts for the
first and second quarters of the year ended December 31, 1999 set forth in
note 14 of the notes to consolidated financial statements.

    The information in the originally filed Form 10-K for the year ended
December 31, 1999 is presented as of the original filing date, and has not been
updated in this amended filing.

                      DOCUMENTS INCORPORATED BY REFERENCE

    None.

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<PAGE>
               CAUTIONARY STATEMENTS UNDER THE PRIVATE SECURITIES
                         LITIGATION REFORM ACT OF 1995

    THIS REPORT AND OUR 1999 ANNUAL REPORT TO SHAREHOLDERS CONTAINS
"FORWARD-LOOKING STATEMENTS." FORWARD-LOOKING STATEMENTS GIVE OUR CURRENT
EXPECTATIONS OR FORECASTS OF FUTURE EVENTS. YOU CAN IDENTIFY THESE STATEMENTS BY
THE FACT THAT THEY DO NOT RELATE STRICTLY TO HISTORICAL OR CURRENT FACTS. THEY
USE WORDS SUCH AS "ANTICIPATE," "ESTIMATE," "EXPECT," "PROJECT," "INTEND,"
"PLAN," "BELIEVE," AND OTHER WORDS AND TERMS OF SIMILAR MEANING IN CONNECTION
WITH ANY DISCUSSION OF FUTURE OPERATING OR FINANCIAL PERFORMANCE. IN PARTICULAR,
THESE INCLUDE STATEMENTS RELATING TO OUR ANTICIPATED CASH FLOW, AND TO FUTURE
ACTIONS SUCH AS SALE OF SECURITIES OR ASSETS, FUTURE PERFORMANCE, OR RESULTS OF
CURRENT AND ANTICIPATED SALES AND MARKETING EFFORTS, EXPENSES, THE OUTCOME OF
CONTINGENCIES SUCH AS LEGAL PROCEEDINGS, THE NEED FOR BANK APPROVALS OF CERTAIN
TRANSACTIONS, THE EXISTENCE OF A MARKET FOR SECURITIES OF THE COMPANY OR ITS
SUBSIDIARIES, AND OTHER FINANCIAL RESULTS.

    ANY OF THESE FORWARD-LOOKING STATEMENTS MAY TURN OUT TO BE WRONG. THEY CAN
BE AFFECTED BY INACCURATE ASSUMPTIONS WE MIGHT MAKE OR BY KNOWN OR UNKNOWN RISKS
AND UNCERTAINTIES. THESE RISKS INCLUDE THE VARIABILITY OF OUR QUARTERLY
OPERATING RESULTS, THE INHERENT DIFFICULTIES IN PROJECTING FINANCIAL RESULTS IN
OUR INDUSTRY, AND OTHER RISKS IDENTIFIED BY US FROM TIME TO TIME IN OUR 10-Q,
8-K AND 10-K REPORTS, AND AMENDMENTS THERETO, FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION. ALSO NOTE THAT WE PROVIDE A CAUTIONARY DISCUSSION OF RISKS,
UNCERTAINTIES AND POSSIBLY INACCURATE ASSUMPTIONS RELEVANT TO OUR BUSINESS UNDER
THE SECTION TITLED "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS--FACTORS THAT MAY AFFECT FUTURE RESULTS." OTHER
FACTORS BESIDES THOSE LISTED COULD ALSO ADVERSELY AFFECT THE COMPANY. FINALLY,
WE CALL YOUR ATTENTION TO THE FACT THAT WE UNDERTAKE NO OBLIGATION TO PUBLICLY
UPDATE ANY FORWARD-LOOKING STATEMENT, WHETHER AS A RESULT OF NEW INFORMATION,
FUTURE EVENTS OR OTHERWISE.

                                     PART I

ITEM 1. BUSINESS

THE COMPANY

    Aztec is a total provider of e-Solutions for businesses, helping clients
exploit Internet, intranet and extranet technologies for a competitive
advantage. The Company provides a broad range of services principally in the
Northeast region of the United States and, to a lesser extent, in other regions
of the United States.

    In the past, including our fiscal year ended December 31, 1999, we have
focused in the following areas of enterprise-wide computing and communications:
(1) e-Solutions; (2) e-Integration; (3) consulting, support and outsourcing; and
(4) voice and data infrastructure, design and integration. We are currently
pursuing the sale of certain of our subsidiaries involved with voice and data
activities. There can be no assurance, however, that such divestitures will
occur. Proceeds from completed sales will be used to reduce our outstanding
borrowings under our credit facility ("Credit Facility"). (See "Management's
Discussion and Analysis of Financial Condition and Results of
Operation--Liquidity.")

MARKET AND INDUSTRY OVERVIEW

    The rapid growth of web-enabled systems and client/server technology is
changing the nature of how businesses are structured, operate and conduct their
day-to-day business activities. These changes require new thinking and planning,
new system design and architecture, and the integration of new application
solutions, highly scaleable and redundant systems, and platforms to drive these
changes.

    Businesses increasingly turn to outside organizations for the design,
development, and implementation of their information technology systems, or IT
systems. The worldwide market for IT consulting, products, and services is
expected to grow at a compounded annual growth rate of 10% to reach
$472 billion by 2003. Due in part to the rapid pace of technological change
coupled with a scarcity of skilled IT professionals, businesses are increasingly
looking to outsource work to IT solutions firms. Additionally, the growth in 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.
<PAGE>
Many companies have made strategic decisions to focus on their core
competencies, minimize their fixed costs and reduce their workforce.

    We deliver to our clients business-to-business strategy and planning
consulting, IT solutions based on either packaged applications or custom
software development, and specifically designed e-infrastructure environments.
Each of these deliverable areas are equally important for clients to take
advantage of the new internet economy. Accordingly, we believe that Aztec has
been and will continue to be well positioned to capitalize on these market
developments by providing focused IT expertise in a cost-effective manner to
existing and new clients.

THE CHANGING NATURE OF AZTEC

    In the past, our objective has been to offer our clients a single source for
IT business solutions and services on a national and regional basis. However,
with the explosive growth of the Internet, we intend to concentrate on our
e-Solutions and e-Integration operations, which we believe offer future
opportunities for growth. As a result, over the next 12 months, we intend to
de-emphasize our non-core business activities, which are not e-Solutions or
e-Integration businesses, through the divestiture of certain subsidiaries. (See
"Business--Strategic Initiatives" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Liquidity.") During 1999, our
principal sectors of our business and services were provided through
subsidiaries in the following four sectors:

END TO END E-SOLUTIONS PROVIDER

    Professional Computer Solutions, Inc., or PCSI, a Tri-State region
subsidiary, designs, builds and delivers innovative and comprehensive
technology-based solutions. PCSI works with existing large and middle market
companies as well as emerging businesses who are seeking to leverage the
Internet, intranet and extranet as strategic platforms. PCSI's eBusiness
solutions are not limited to using the Internet as a new distribution channel
for business-to-consumer commerce, rather, with our advanced technical
expertise, they enable companies to:

    - transact business among suppliers and business partners
      (business-to-business commerce);

    - integrate back-end, core business and legacy systems with new eBusiness
      initiatives in a connected economy;

    - capture and utilize customer data to market more effectively;

    - facilitate knowledge management within an organization.

    PCSI was founded in 1985 and has its headquarters in Hackensack, New Jersey.
In November 1999, we announced our plan to sell as much as 20% of PCSI through a
public offering of its capital stock. There can be no assurance that such public
offering will take place in the near future, or at all. (See "Business--
Strategic Initiatives.")

    PCSI is an end to end e-Solutions provider that offers strategy, creative,
and technology implementation services to deliver solutions that are intranet-,
extranet-, and Internet-based in the areas of e-Commerce, customer relationship
management, knowledge management, and business intelligence. The company's
customers include the Global 2000 and middle market as well as emerging
companies from a cross section of industries. PCSI has made significant progress
in working with companies that are integrating existing business models and
distribution channels with new initiatives made possible by a connected economy.

    E-COMMERCE SOLUTIONS

    The growth of business-to-consumer and business-to-business commerce
conducted over the Internet has expanded the demand for solutions that are
personalized and fully integrated with existing core

                                       2
<PAGE>
business systems. PCSI develops e-Commerce solutions that support initiatives in
e-tailing, hubs and infomediaries, and supply chain management that give clients
a competitive advantage.

    CUSTOMER RELATIONSHIP MANAGEMENT

    One-to-one marketing and sales solutions, as well as, holistic customer care
solutions are strategic initiatives for many companies. PCSI develops solutions
that help clients establish strong relationships with customers and increase the
value and share from each customer.

    KNOWLEDGE MANAGEMENT

    Knowledge management systems help individuals and groups of all sizes work
together to accomplish goals and complete tasks and projects. Using web-based
intranets as the portal to the system, PCSI creates solutions that enable people
to publish, search, retrieve, analyze and act on information that is often
inaccessible without a knowledge management system.

    BUSINESS INTELLIGENCE

    PCSI uses sophisticated web-based tools and technology processes to give
clients decision support information, sales and marketing intelligence systems,
and other strategic business intelligence tools. PCSI analyzes a client's
business environment, identifies the benefits of decision support and data
warehousing, and implements projects.

E-INTEGRATION

    Through its subsidiaries in the New England, and Tri-State regions, Aztec
offers its clients practiced-based, e-Integration solution services. Our
practices are structured around vertical industry expertise and strategic
technologies, with an emphasis on delivering integrated internet-based solutions
for businesses. We provide our clients with strategic consulting and planning,
business-to-business package solution implementation, and highly scalable,
redundant, and secure e-Infrastructure.

    INTERNET/INTRANET/EXTRANET

    Aztec addresses web and information technology needs with a full suite of
solutions that link users with information, optimize and secure the network for
web traffic, and are built on architectures that support open standards and
universal connectivity. Aztec provides the expertise to design, develop,
implement, manage and support Internet, intranet or extranet systems including
application architecture, web server installation and configuration, integration
with MIS applications, security and network management, and system development.

    LAN/WAN

    Aztec designs, develops and installs full application-ready distributed
computing platforms and integrates such systems into existing IT infrastructure.
Aztec technology professionals create LAN/WAN solutions as well as provide
consulting and support services to create and maintain networks.

    E-COMMERCE

    The traffic volume on web-servers and networks generated by the explosive
growth of business-to-business commerce being conducted through corporate
extranets is driving the demand for enterprise systems solutions able to support
the increased volume. Aztec integrates commercial UNIX and NT computer systems
and provides engineering consulting services to design, install and maintain
enterprise class systems including planning and implementation for data storage
sizing and deployment, security, redundancy, back-up, and system management.

                                       3
<PAGE>
    DATA COMMUNICATIONS

    Aztec integrates electronic mail systems with the Internet to provide
clients with a single, universal mailbox and enables customers to run Windows
applications on remote clients via the Internet or private data lines. In
addition, Aztec installs and maintains switches, hubs, routers, ISDN devices and
Internet access products.

    CONNECTIVITY & SECURITY

    As companies explore the power of the Internet and open passageways into
their systems with extranets, the security and preservation of vital data become
increasingly critical. Aztec designs and implements network security programs to
protect data from non-authorized access and tampering. In addition to firewall
implementation and support, Aztec provides security audits and policy design
services which identify potential breaches in security.

CONSULTING, SUPPORT AND OUTSOURCING

    Successful solutions start with the identification of business goals and
objectives, and proper planning and design. Aztec's subsidiaries in the New
England, Tri-State and Other regions offer business-to-business consulting and
vertical market expertise. Our business-to-business consultants work with our
technology consultants to ensure a complete and successful e-Solutions
implementation.

    BUSINESS-TO-BUSINESS CONSULTING

    Aztec business-to-business consultants work with the client to identify the
goals and objectives of the e-Solution. Based on the identified goals and
objectives, they analyze the client's requirements and needs, identify potential
solutions, and develop a plan to meet the client's needs.

    TECHNOLOGY CONSULTING

    Aztec's technology consultants are organized in strategic technology
practices. These consultants are highly knowledgeable subject matter experts in
the areas of: "dot.com" infrastructure, security, enterprise systems, network
management and systems, and voice and data integration.

    Aztec consultants work closely with clients to understand their operations
in great detail in order to provide policy planning and implementation, capacity
planning, and valuable documentation for clients' systems. Aztec's technology
consultants review clients' business plans, discuss existing problems, identify
obstacles to success, evaluate personnel and skill sets, and establish both
short- and long-term project objectives.

    SUPPORT

    Aztec offers an array of outsourced services to address, control and manage
network performance, availability, capacity and expansion.

    REMOTE NETWORK MANAGEMENT--Aztec provides comprehensive management and
monitoring of routers, hubs, switches and servers on a 24x7 basis with full
management of alerts, dispatches and escalation for incidents from inception to
resolution.

    APPLICATION & WEBSITE HOSTING--Aztec economically transfers the management
and operation of a wide selection of network applications from client sites to
our operations center, while providing extensive communications bandwidth, site
redundancy, high security, full monitoring and system management.

    NETWORK AUDIT AND INFRASTRUCTURE ANALYSIS--Aztec delivers detailed
assessments about capacity, performance and availability/fault tolerance of
systems along with documentation and recommendations for

                                       4
<PAGE>
improvement. Aztec provides detailed assessments for each area examined along
with strategic and tactical recommendations and implementation.

    OUTSOURCING

    Aztec recruits engineering and development talent domestically and
internationally for both short-and long-term placement on IT staffs in US
companies. Aztec provides temporary technical expertise to address a wide range
of operational, development and project needs ranging from systems
administration and documentation to policy planning, knowledge management and IT
needs analysis.

    PACKAGE APPLICATION AND INTEGRATION SOLUTIONS

    Based on the client's requirements Aztec has a Package Application and
Integration Practice. This practice represents industry leading
Business-to-Business Application solutions. Aztec is skilled in the area of
matching the user requirements to their offering. Aztec provides customization,
integration, training and support as required.

VOICE AND DATA

    Aztec's subsidiaries in the Northeast Telephony, New England, and West
regions design, integrate, configure and maintain telecommunication and video
conferencing systems and solutions. In the last quarter of 1999, we initiated
discussions regarding the sale of the voice and data subsidiaries and may divest
these subsidiaries in the near future, although there can be no assurance that
such divestitures will occur on a timely basis, or at all. (See
"Business--Strategic Initiatives.")

    TELECOMMUNICATIONS SYSTEMS

    As a provider of turnkey telephony/voice processing solutions, Aztec's
services include design, installation, project management, Telco coordination,
user instruction and 24x7 customer support.

    VIDEO & AUDIO CONFERENCING

    Aztec provides conference room and desktop video conferencing solutions as
well as designs, installs and maintains video and audio solutions by working
closely with both clients and the Telco circuit provider to assure proper
configuration, on-time delivery, and optimum performance.

    REPAIR/REWORK

    Aztec repairs and reworks key telecommunications products including
Electronic PBX & Key Systems, Electronic Video Systems, Industrial Electronic
Controls, 900Mhz Cordless, PC-based Voice Mail and Turret Equipment. Aztec is
the largest factory-authorized telecommunications center in the country, and is
currently authorized by four major manufacturers as well as one of the largest
installation & maintenance companies in the industry. Aztec provides
reconditioned--returned to "new" performance standards--telecommunications
products to a dealer network throughout the US. This service allows dealers to
offer state-of-the-art communications equipment at significantly reduced cost.

    INFRASTRUCTURE DESIGN & INTEGRATION

    Aztec designs and installs communication cabling networks, offering an array
of systems to handle data, voice and video needs. Aztec has experience
integrating fiber into customer networks, and with Registered Communications
Distribution Designers ("RCDDs") on staff, Aztec designs and installs cost
effective solutions for the next generation of high speed applications.

                                       5
<PAGE>
    Aztec's RCDDs provide its clients with expertise in system design and
installation ranging from small LANs to large buildings or campuses. Aztec also
provides custom solutions for complete voice, data and video inter-building and
campus network infrastructures that scale with individual client requirements.

STRATEGIC INITIATIVES

    In April 1999, we retained an investment banking firm to advise and assist
us in identifying and exploring strategic alternatives to enhance stockholder
value. As a result of this process, we have entered into discussions regarding
the possible sale of Compel L.L.C., Fortran Corp., Mahon Communications
Corporation and Aztec International. These voice and data subsidiaries are
engaged in non-core businesses activities and are not related to our strategy of
concentrating on e-Solutions and e-Integration businesses. We have currently
entered into negotiations with potential buyers of these subsidiaries. There can
be no assurance that we will be able to complete the transactions and such
transactions are subject to satisfactory negotiations with third parties, the
consent of our bank lenders and the ability of the purchasers to obtain
financing. Proceeds from any completed transactions, will be used to reduce
outstanding borrowings under our Credit Facility. (See "Management's Discussion
and Analysis of Financial Condition and Results of Operations--Liquidity.")

    We announced in November 1999 our plan to sell as much as 20% of PCSI
through a public offering of its capital stock. We believe that PCSI represents
significant value to our stockholders that is not recognized by the marketplace.
The sale of PCSI stock is subject to many factors such as our financial
operations, the consent of our bank lenders, PCSI's financial operations and
favorable market conditions. There can be no assurance that we will be able to
complete a public offering on a timely basis, or at all. (See "Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Liquidity.")

OPERATIONS

    SALES AND MARKETING

    We focus our sales and marketing efforts on middle market and Fortune 1000
companies in the U.S. where we believe the demand for outsourced IT consulting
services is strong. To accommodate the needs of these clients and build
long-term, synergistic relationships, we employ an "Account Management" approach
which provides our clients with a single point of contact in order to reduce
problems for the client and increase client satisfaction.

    To generate awareness of our solutions and expertise, we use a combination
of marketing events including trade shows to maintain industry visibility,
executive seminars and direct mail to educate clients on innovative solutions,
and media advertising to sustain our presence among our customers. We have also
developed our own Web-site (www.aztectech.com) and have established extranets to
make Aztec's resources available to our sales and IT consultants throughout the
corporation and to provide direct access to information for our clients. We also
market our services through the publication of white papers, attendance at
forums to address the IT industry, and participation in beta projects which
provide advanced hands-on experience with new technologies.

    We have built relationships with many of the industry's leading technology
manufacturers and we have received numerous awards for achievement and
performance on many technology platforms. These vendors provide a source of
leads for the Company, augment our technical sales expertise, and offer
additional name recognition for marketing events and programs.

    COMPETITION

    The IT solutions market is very competitive, subject to rapid change, and
includes a large number of participants whose expertise covers an expansive
range. We face extensive competition from providers who specialize in one or
more of Aztec's solutions sets. Among those competitors are companies such as

                                       6
<PAGE>
Condor Technology Solutions, Inc., Whittman-Hart, Inc., Lucent
Technologies Inc., Sapient Corporation, Viant Corp., Scient Corp. and Cambridge
Technology Partners (Massachusetts), Inc., most of which have significantly
greater financial, technical and marketing resources, generate substantially
higher revenues than Aztec, and have greater name recognition. We believe that
our ability to compete successfully against such companies depends in part on a
number of factors both within and outside our control, including our ability to
hire, retain and motivate senior consultants, the price at which we and others
offer comparable services, and the extent of Aztec's and our 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.

    CUSTOMERS

    Our 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).

    HUMAN RESOURCES

    As a service provider, we view our employees as our most valuable asset and
have implemented a continuously evolving program to encourage and sustain
long-term employee retention. We offer competitive compensation, stock options,
an employee stock purchase program, a professional education policy, a
progressive human resources program, and other competitive benefits designed to
enhance long-term employee retention.

    As of December 31, 1999, the Company had a total staff of 1,319 employees,
comprised of 915 technical professionals, 153 sales and marketing personnel, and
251 administrative personnel. Of our employees, 272 are represented by a labor
union or subject to a collective bargaining agreement. We believe that our
employee relations generally are good.

    Our success will depend in large part upon our ability to attract, retain
and motivate highly-skilled employees. Qualified technical professionals are in
great demand and are likely to remain a scarce resource for the foreseeable
future. However, we believe that we have been successful in our efforts to
attract, develop and retain the high-quality professionals needed to support
present operations and future growth. Although we expect to continue to attract
sufficient numbers of highly-skilled employees and to retain our senior
personnel for the foreseeable future, there can be no assurance that the Company
will be able to continue to do so.

    PATENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS

    Aztec and our operating companies rely on a combination of nondisclosure and
other contractual arrangements and patent, trade secret, copyright, and
trademark laws to protect our proprietary rights and the proprietary rights of
third parties. We enter into confidentiality agreements with our key employees,
and limit the distribution of proprietary information.

SPIN-OFF OF AZTEC FROM U.S. OFFICE PRODUCTS

    We became an independent, publicly-traded company upon our spin-off from
USOP in June 1998. At such time, Aztec held substantially all of the business
and assets of, and was responsible for substantially all of the liabilities
associated with, the USOP Technology Solutions Division. Immediately prior to
the spin-off, USOP held all of the issued and outstanding shares of Aztec Common
Stock.

ITEM 2. PROPERTIES

    Aztec's corporate headquarters are located at leased office space in
Braintree, Massachusetts. In addition to its headquarters, Aztec leases office
and warehouse space in a number of locations across the

                                       7
<PAGE>
United States. Aztec does not believe that any of these locations are material
to its operations. The leases expire at various times between 2000 and 2004.

ITEM 3. LEGAL PROCEEDINGS

    On March 3, 1999, a lawsuit was filed against the Company, along with USOP
and Jonathan Ledecky, a director of Aztec, by Philip Arturi, a former President
of PNS, and Bruce Torello, a former PNS employee. Arturi and Torello claim a
total of $2 million in damages in connection with the sale of their company to
USOP in September, 1997. (PNS was one of the business units that was spun off
from USOP as part of Aztec in June 1998 and was a wholly-owned subsidiary of
USOP prior to the spin-off.) The plaintiffs claim that USOP failed to disclose
certain material facts during USOP's acquisition of the business and that they
were given assurances that they would be compensated for damages from the drop
in the value of the USOP stock received in consideration for the sale of the
Company. Some or all of the claims may be subject to indemnification by the
Company and the other spin-off companies under the terms of the distribution
agreement that was executed in connection with USOP's strategic restructuring
plan. It is also possible that the Company could seek indemnity from USOP for
these claims.

    In connection with the acquisition of Aztec International, a lawsuit was
filed in the United States District Court for the District of Delaware in
February 1999 against USOP, and James Claypoole and Jonathan Ledecky as
employees of USOP, by Jack Meehan, Fran Meehan, Christopher Meehan, Beth Meehan,
Gordon Tingets, Les Asher, Michael Dickens, and William Durniak. A number of the
plaintiffs are officers and directors of Aztec International. Messrs. Claypoole
and Ledecky are directors of Aztec. The lawsuit alleges that USOP (and Claypoole
and Ledecky as its employees) failed to disclose certain material facts during
USOP's acquisition of the business. The lawsuit further alleges that the
plaintiffs were given assurances that they would be compensated for damages
resulting from a drop in the value of the USOP stock that they received in
connection with the sale. The plaintiffs claim damages of $9.5 million. Some or
all of the claims may be subject to indemnification by the Company and the other
spin-off companies under the terms of the distribution agreement that was
executed in connection with USOP's strategic restructuring plan.

    The Company has not accrued a liability in connection with the above
litigation as the Company accrues contingent liabilities when it is probable
that future expenditures will be made and such expenditures can be reasonably
estimated. If the Company is unable to settle or obtain indemnification from
U.S. Office Products in connection with the above litigation, there could be a
material adverse effect on the Company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    The Company did not submit any matters to a vote of security holders during
the fourth quarter of 1999.

                                       8
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                                    PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

    On June 25, 1999, the Company's Common Stock became listed on the Nasdaq
SmallCap Market under the trading symbol "AZTC". Prior to such time, the Common
Stock had been listed on the Nasdaq National Market under the same trading
symbol. The following table sets forth, on a per share basis for the periods
shown, the range of high and low sales prices of the Company's Common Stock:

<TABLE>
<CAPTION>
                                                                HIGH       LOW
                                                              --------   --------
<S>                                                           <C>        <C>
YEAR ENDED DECEMBER 31, 1999:
January 1, 1999--March 31, 1999.............................   $ 4.81     $1.66
April 1, 1999--June 30, 1999................................   $ 2.81     $1.16
July 1, 1999--September 30, 1999............................   $ 2.50     $1.50
October 1, 1999--December 31, 1999..........................   $ 4.94     $1.25

TRANSITION YEAR 1998:
June 10, 1998--June 30, 1998................................   $11.00     $7.50
July 1, 1998--September 30, 1998............................   $10.12     $4.75
October 1, 1998--December 31, 1998..........................   $ 7.00     $2.37
</TABLE>

STOCKHOLDERS

    As of March 24, 2000, there were approximately 3,478 stockholders of record.

DIVIDEND POLICY

    The Company has never paid any cash dividends on its Common Stock. The
Company intends to retain future earnings for use in its business and does not
anticipate paying cash dividends in the foreseeable future. Aztec's ability to
pay dividends is restricted by its Credit Facility with its bank lenders.

ITEM 6. SELECTED FINANCIAL DATA

    The following table presents selected financial data for Aztec derived from
its consolidated financial statements for the years ended December 31, 1999 and
1998, for the thirty-five week periods ended December 31, 1998 and 1997, and for
the fiscal years ended April 25, 1998, April 26, 1997 and March 31, 1996 and
1995. The historical Selected Financial Data for the year ended December 31,
1999, the thirty-five week period ended December 31, 1998, and for the fiscal
years ended April 25, 1998 and April 26, 1997, have been derived from Aztec's
consolidated financial statements that have been audited by
PricewaterhouseCoopers LLP and are included elsewhere in this Annual Report. The
historical Selected Financial Data for the fiscal years ended March 31, 1996 and
1995, have been derived from Aztec's consolidated financial statements that have
been audited by PricewaterhouseCoopers LLP. The historical Selected Financial
Data for year ended December 31, 1998, and for the thirty-five weeks ended
December 31, 1997, have been derived from unaudited consolidated financial
statements. The consolidated financial statements for fiscal years ended
March 31, 1996 and 1995 are not included in this Annual Report. The 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 only of normal recurring accruals, necessary
for a fair presentation of the financial position and results of operations for
the period presented.

    The Selected Financial Data provided herein should be read in conjunction
with the historical financial statements, including the notes thereto,
"Business" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" that appear elsewhere in this Annual Report.

                                       9
<PAGE>
                           SELECTED FINANCIAL DATA(1)
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                      FISCAL YEAR ENDED                 THIRTY-FIVE    THIRTY-FIVE
                        ---------------------------------------------   WEEKS ENDED    WEEKS ENDED     YEAR ENDED     YEAR ENDED
                        MARCH 31,   MARCH 31,   APRIL 26,   APRIL 25,   DECEMBER 31,   DECEMBER 31,   DECEMBER 31,   DECEMBER 31,
                          1995        1996        1997        1998          1997           1998           1998           1999
                        ---------   ---------   ---------   ---------   ------------   ------------   ------------   ------------
                                                                        (UNAUDITED)                   (UNAUDITED)
<S>                     <C>         <C>         <C>         <C>         <C>            <C>            <C>            <C>
Statement of
  Operations Data:
Revenues..............   $88,999    $114,055    $136,278    $208,341      $122,186       $229,356       $315,511       $361,628
Cost of revenues......    65,858      84,113     102,129     158,317        91,971        174,779        241,125        283,477
                         -------    --------    --------    --------      --------       --------       --------       --------
Gross profit..........    23,141      29,942      34,149      50,024        30,215         54,577         74,386         78,151
Selling, general and
  administrative
  expense.............    14,942      20,510      21,525      35,185        20,159         37,885         52,912         71,725
Amortization of
  intangibles.........                                           840           282          2,389          2,946          4,828
Strategic
  restructuring
  costs...............                                         1,750                        4,330          6,080          3,643
Non-recurring
  acquisition costs...                             2,274
Write-off of
  goodwill............                                                                                                   69,123
                         -------    --------    --------    --------      --------       --------       --------       --------
Operating income
  (loss)..............     8,199       9,432      10,350      12,249         9,774          9,973         12,448        (71,168)
Interest expense......       331         420         324         807           358          2,662          3,177          6,930
Interest income.......      (118)       (416)       (168)       (785)         (316)          (172)          (703)          (183)
Other income..........      (111)       (964)        (53)        (44)           (8)          (186)          (225)          (288)
                         -------    --------    --------    --------      --------       --------       --------       --------
Income (loss) before
  provision for
  (benefit from)
  income taxes........     8,097      10,392      10,247      12,271         9,740          7,669         10,199        (77,627)
Provision for (benefit
  from) income
  taxes(2)............       401         750       3,524       5,797         4,169          3,512          5,140         (3,827)
                         -------    --------    --------    --------      --------       --------       --------       --------
Net income (loss).....   $ 7,696    $  9,642    $  6,723    $  6,474      $  5,571       $  4,157       $  5,059       $(73,800)
                         =======    ========    ========    ========      ========       ========       ========       ========
Per share amounts:
Basic.................   $  0.84    $   0.71    $   0.37    $   0.27      $   0.25       $   0.18       $   0.21       $  (3.34)
                         =======    ========    ========    ========      ========       ========       ========       ========
Diluted...............   $  0.84    $   0.71    $   0.37    $   0.27      $   0.24       $   0.18       $   0.21       $  (3.34)
                         =======    ========    ========    ========      ========       ========       ========       ========
Weighted average
  shares outstanding:
Basic.................     9,112      13,509      18,005      23,911        22,637         22,839         24,006         22,107
Diluted...............     9,141      13,675      18,352      24,385        23,120         22,974         24,189         22,107
</TABLE>

<TABLE>
<CAPTION>
                                                   MARCH 31,   MARCH 31,   APRIL 26,   APRIL 25,   DECEMBER 31,   DECEMBER 31,
                                                     1995        1996        1997        1998          1998           1999
                                                   ---------   ---------   ---------   ---------   ------------   ------------
<S>                                                <C>         <C>         <C>         <C>         <C>            <C>
Balance Sheet Data:
Working capital..................................   $10,669     $ 8,664     $13,268    $ 36,292      $ 58,431       $ 39,906
Total assets.....................................    28,106      33,945      37,311     141,445       260,519        172,697
Long-term debt, less current portion.............     1,524         799         167         309        90,218         74,544
Long-term payable to USOP........................                             4,786
Stockholders' equity.............................    11,062      10,497      11,626     105,319       106,966         33,936
</TABLE>

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

(1) The historical financial information of the five companies acquired by Aztec
    during the period from October 1996 through April 1997 in acquisitions
    accounted for under the pooling-of-interests method of accounting (the
    "Pooled Companies") has been combined on an 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 eight companies acquired thereafter, in acquisitions
    accounted for under the purchase method of accounting (the "Purchased
    Companies") is included from the dates of their respective acquisitions. See
    Note 4 of Notes to the Consolidated Financial Statements for a description
    of the number and accounting treatment of the acquisitions by the Company.

                                       10
<PAGE>
(2) Certain Pooled Companies were organized as subchapter S corporations prior
    to the closing of acquisitions by the Company and as a result, the federal
    tax on their income was the responsibility of the individual stockholders.
    Accordingly, those specific Pooled Companies provided no federal income tax
    expense prior to their acquisitions by the Company.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

OVERVIEW

    Aztec is a total provider of e-Solutions for businesses, helping clients
exploit Internet, intranet and extranet technologies for a competitive
advantage. The Company provides a broad range of services principally in the
Northeast region of the United States and, to a lesser extent, in other regions
of the United States.

    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 eight companies acquired thereafter, 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 USOP, the Pooled Companies reported results for years ending on
March 31 or December 31. Upon acquisition by USOP, and effective for the fiscal
year ended April 26, 1997, the Pooled Companies changed their year-ends from
March 31 and December 31 to conform to USOP's fiscal year, which ended on the
last Saturday in April. On June 30, 1998, the Company changed its fiscal year to
December 31. In the following discussion, "fiscal 1997", "fiscal 1998",
"thirty-five weeks ended December 31, 1997", "thirty-five weeks ended
December 31, 1998", "the year ended December 31, 1998" and "the year ended
December 31, 1999", refer to the Company's fiscal years ended April 26, 1997 and
April 25, 1998, the period from April 27, 1997 through December 31, 1997, the
transition period from April 26, 1998 through December 31, 1998, the year ended
December 31, 1998, and the year ended December 31, 1999, respectively.

    The following discussion includes unaudited financial statements for the
thirty-five week period ended December 31, 1997, representing the previous
period most comparable to the thirty-five week period ended December 31, 1998,
and unaudited financial statements for the year ended December 31, 1998
representing the previous period most comparable to the year ended December 31,
1999. The discussion should be read in conjunction with Aztec's consolidated
financial statements and related notes thereto appearing elsewhere in this
Annual Report.

                                       11
<PAGE>
RESULTS OF OPERATIONS

    The following table sets forth various items as a percentage of revenues for
fiscal 1997 and 1998, and the thirty-five week periods ended December 31, 1997
(unaudited) and December 31, 1998, and the years ended December 31, 1998
(unaudited) and December 31, 1999.

<TABLE>
<CAPTION>
                                         FISCAL YEAR        THIRTY-FIVE    THIRTY-FIVE
                                    ---------------------   WEEKS ENDED    WEEKS ENDED     YEAR ENDED     YEAR ENDED
                                    APRIL 26,   APRIL 25,   DECEMBER 31,   DECEMBER 31,   DECEMBER 31,   DECEMBER 31,
                                      1997        1998          1997           1998           1998           1999
                                    ---------   ---------   ------------   ------------   ------------   ------------
                                                            (UNAUDITED)                   (UNAUDITED)
<S>                                 <C>         <C>         <C>            <C>            <C>            <C>
Statement of Operations Data:
  Revenues........................    100.0%      100.0%       100.0%         100.0%          100.0%         100.0 %
  Cost of revenues................     74.9        76.0         75.3           76.2            76.4           78.4
                                      -----       -----        -----          -----           -----          -----
    Gross profit..................     25.1        24.0         24.7           23.8            23.6           21.6
Selling, general and
  administrative expense..........     15.8        16.9         16.5           16.5            16.8           19.8
Amortization of intangibles.......                  0.4          0.2            1.0             0.9            1.3
Strategic restructuring costs.....                  0.8                         1.9             1.9            1.0
Non-recurring acquisition costs...      1.7
Write-off of goodwill.............                                                                            19.1
                                      -----       -----        -----          -----           -----          -----
    Operating income (loss).......      7.6         5.9          8.0            4.4             4.0          (19.6)
Interest and other expense, net...      0.1                                     1.0             0.7            1.8
                                      -----       -----        -----          -----           -----          -----
    Income (loss) before provision
      for income taxes............      7.5         5.9          8.0            3.4             3.3          (21.4)
Provision for (benefit from)
  income taxes....................      2.6         2.8          3.4            1.6             1.6           (1.0)
                                      -----       -----        -----          -----           -----          -----
    Net income (loss).............      4.9%        3.1%         4.6%           1.8%            1.7%         (20.4)%
                                      =====       =====        =====          =====           =====          =====
</TABLE>

COMPARISON OF THE YEAR ENDED DECEMBER 31, 1999 TO THE YEAR ENDED DECEMBER 31,
  1998

    REVENUES.  Consolidated revenues increased 14.6%, from $315.5 million in the
year ended December 31, 1998 to $361.6 million in the year ended 1999. This
increase was primarily due to increased product sales in our e-Integration
businesses in the Company's New England and Tri-State regions, combined with
revenue from the Company's expanded customer base resulting from an acquisition
in July 1998. Service revenue for the year ended December 31, 1999 increased
modestly from the comparable period of the prior year due to consulting, support
and outsourcing related services resulting from an acquisition in September 1998
combined with an increase in our e-Solutions and e-Integration services. This
increase was offset in part by a reduction in voice and data revenues in the
Company's Northeast Telephony and West regions.

    GROSS PROFIT.  Gross profit increased 5.1%, from $74.4 million, or 23.6% of
revenues, in the year ended December 31, 1998 to $78.2 million, or 21.6% of
revenues, in year ended 1999. The decrease in gross profit as a percentage of
revenues was due primarily to a higher concentration of product revenue as a
percent of total revenues for the year ended December 31, 1999 compared to the
prior year period, combined with competitive pressures on product pricing and
the write-off of approximately $.8 million of inventory as part of the
restructuring charges incurred in the third quarter of 1999.

    SELLING, GENERAL AND ADMINISTRATIVE.  Selling, general and administrative
expenses increased 35.6%, from $52.9 million, or 16.8% of revenues for the year
ended 1998 to $71.7 million, or 19.8% of revenues for year ended 1999. This
increase was due primarily to higher corporate costs associated with being an
independent, publicly traded company, as well as supporting the Company's
e-Solutions strategic initiatives, higher incentive related costs, primarily
commissions in the New England Region, due to increased

                                       12
<PAGE>
revenues, an increased level of general bad debt reserves and incremental
general and administrative costs of acquired companies.

    AMORTIZATION OF INTANGIBLES.  Amortization of intangibles of $4.8 million in
the year ended December 31, 1999, has increased $1.9 million from $2.9 million
in the year ended December 31, 1998, due to amortization expense related to
companies acquired in July and September of 1998.

    STRATEGIC RESTRUCTURING COSTS.  Strategic restructuring costs of $3.6
million in the year ended December 31, 1999, represent the Company's costs
incurred in connection with closing its Canfield, Ohio facility and
significantly reducing staff in the Company's Tri-State and New England regions
including employee severance, contractual obligations and other costs associated
with personnel reductions and facility closures and ($.3) million for the
reversal of excess severance costs associated with restructuring charges
incurred in the fourth quarter of 1998. Strategic restructuring costs of
$6.0 million for the year ended December 31, 1998 represent $4.2 million in
costs incurred related to the Company's spin-off from USOP, compensation related
non-cash charges resulting from USOP's buyback of certain employee options
during its tender offer on June 1, 1998, and the Company's portion of the costs
incurred by USOP as a result of USOP's restructuring plan including costs
incurred related to the Company's withdrawn initial public offering. In
addition, the Company incurred a cost of $1.8 million related to the
restructuring of its Northeast regions in the fourth quarter of 1998.

    WRITE-OFF OF GOODWILL.  Write-off of goodwill of $69.1 million for the year
ended December 31, 1999 represents the write-down of impaired intangibles to
their estimated fair value based on the Company's best estimate of the related
businesses' future discounted cash flows. During the third quarter of 1999,
goodwill in the amount of $35.0 million was written down due to significant
anticipated operating cash flow decreases in PCM, Inc. Also in the third quarter
of 1999, goodwill in the amount of $6.7 million was written down in connection
with a strategic restructuring plan that included the closing of one of the
Company's subsidiaries located in Ohio and the reduction of significant staff at
a Connecticut based subsidiary. These subsidiaries are included in the Other and
Tri-State business segments, respectively. During the fourth quarter of 1999,
goodwill in the amount of $27.4 million was written down in connection with the
Company's planned divestitures during 2000 of its voice and data subsidiaries.
These subsidiaries are included in the Northeast Telephony, West and New England
business regions.

    INTEREST EXPENSE.  Interest expense, net of interest income, increased
$4.2 million, from $2.5 million in the year ended December 31, 1998 to
$6.7 million in the year ended December 31, 1999. The net increase was due
primarily to the Company's higher level of debt outstanding arising from the
financing of its acquisitions in the second half of 1998 through its Credit
Facility and in part to higher interest rates primarily in the second half of
1999 on outstanding borrowings effective with the September 30, 1999 amendment
to the Credit Facility.

    OTHER INCOME.  Other income increased $63,000, from $225,000 in the year
ended December 31, 1998 to $288,000 in year ended 1999.

    PROVISION FOR INCOME TAXES.  Provision for income taxes was $5.1 million for
the year ended December 31, 1998 compared to a benefit from income taxes of
($3.8) million in the year ended December 31, 1999, reflecting effective tax
rates of 50.4% and (4.9%), respectively. The decrease to the effective tax
benefit for the year ended December 31, 1999, is the result of the write-off of
non-deductible goodwill due to impairment.

COMPARISON OF THE THIRTY-FIVE WEEK PERIODS ENDED DECEMBER 31, 1998 TO
  DECEMBER 31, 1997

    REVENUES.  Consolidated revenues increased 87.7% from $122.2 million for the
thirty-five week period ended December 31, 1997, to $229.4 million for the
thirty-five week period ended December 31, 1998. This increase was due primarily
to revenue from Aztec's expanded customer base, resulting from revenues of
companies acquired during September and October 1997 and during the second-half
of calendar 1998. In addition, increased revenue from existing companies,
primarily in the Web and network

                                       13
<PAGE>
integration sector and the software development and customization sector,
contributed to the Company's revenue growth.

    GROSS PROFIT.  Gross profit increased 80.6% from $30.2 million, or 24.7% of
revenues, for the thirty-five week period ended December 31, 1997, to
$54.6 million, or 23.8% of revenues, for the thirty-five week period ended
December 31, 1998. The decrease in gross profit as a percentage of revenues was
due primarily to the acquisition of companies in September and October 1997 with
lower gross margins than the Company average, offset, in part, by increased
percentage of revenues in the services area which have higher gross margins.

    SELLING, GENERAL AND ADMINISTRATIVE.  Selling, general and administrative
expenses increased 87.9%, from $20.2 million, or 16.5% of revenues, for the
thirty-five week period ended December 31, 1997, to $37.9 million, or 16.5% of
revenues, for the thirty-five week period ended December 31, 1998. This increase
was due primarily to incremental general and administrative expenses of acquired
companies and corporate overhead costs associated with the spin-off from U.S.
Office Products, including the costs associated with being an independent,
publicly-traded company. As a percentage of revenues, selling, general and
administrative expenses for the thirty-five week period ended December 31, 1998
were flat as compared with the thirty-five week period ended December 31, 1997.

    AMORTIZATION OF INTANGIBLES.  Amortization of intangibles of $2.4 million in
the thirty-five weeks ended December 31, 1998, has increased $2.1 million from
$282,000 in the thirty-five weeks ended December 31, 1997, due to including a
full thirty-five weeks of amortization of companies acquired in September and
October 1997 and the acquisition of companies in the second half of Calendar
1998.

    STRATEGIC RESTRUCTURING COSTS.  Strategic restructuring costs of
$3.2 million in the thirty-five week period ended December 31, 1998, represent
the Company's portion of the costs incurred related to the spin-off from U.S.
Office Products, including compensation related costs associated with U.S.
Office Products, buyback of certain employee options during its tender offer on
June 1, 1998. In addition, the Company incurred a cost of $1.1 million related
to the restructuring of its Northeast regions in the fourth quarter of 1998.

    INTEREST EXPENSE.  Interest expense, net of interest income, increased
$2.4 million from net interest expense of $42,000 in the thirty-five week period
ended December 31, 1997, to $2.5 million in the thirty-five week period ended
December 31, 1998. The increase was primarily due to the Company's financing of
its acquisitions in the second half of 1998 through its Credit Facility.

    OTHER INCOME.  Other income increased $178,000, from $8,000 in the
thirty-five weeks ended December 31, 1997, to $186,000 in the thirty-five weeks
ended December 31, 1998, primarily as a result of rental income from subleases.

    PROVISION FOR INCOME TAXES.  Provision for income taxes decreased from
$4.2 million for the thirty-five week period ended December 31, 1997, to
$3.5 million for the thirty-five week period ended December 31, 1998, reflecting
effective tax rates of 42.8% and 45.8%, respectively. The higher effective tax
rate for the thirty-five week period ended December 31, 1998, is the result of
the increase in non-deductible goodwill amortization related to the Company's
acquisitions in September and October 1997.

COMPARISON OF FISCAL 1998 TO FISCAL 1997

    REVENUES.  Consolidated revenues increased 52.9% from $136.3 million for
fiscal 1997, to $208.3 million for fiscal 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 resulting
from the expansion of Aztec's customer base. Revenues in these sectors have a
higher concentration of service related revenue. In addition, revenues of
Purchased Companies acquired during fiscal 1998 contributed to the increase in
revenues. The majority of the Purchased Companies' revenues are service-related.

                                       14
<PAGE>
    GROSS PROFIT.  Gross profit increased 46.5% from $34.1 million, or 25.1% of
revenues, for fiscal 1997 to $50.0 million, or 24.0% of revenues, for fiscal
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 63.5% from $21.5 million, or 15.8% of revenues, for fiscal
1997 to $35.2 million, or 16.9% of revenues, for fiscal 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, compensation related earnouts paid at three operating
companies acquired in September and October 1997, an increased level of general
bad debt reserves, and increased Aztec corporate overhead due to the strategic
restructuring.

    STRATEGIC RESTRUCTURING COSTS.  Strategic restructuring costs represent the
Company's portion of the costs incurred by USOP as a result of USOP's
restructuring plan including costs incurred related to the Company's withdrawn
initial public offering.

    NON-RECURRING ACQUISITION COSTS.  Aztec incurred non-recurring acquisition
costs of $2.3 million for fiscal 1997 in conjunction with five 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 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.

    INTEREST EXPENSE.  Interest expense, net of interest income, decreased
$134,000 from net interest expense of $156,000 in fiscal 1997, to $22,000 in
fiscal 1998. The decrease was due primarily to the Company's pay down of debt
due to an increase in cash flows from operations during fiscal 1998.

    PROVISION FOR INCOME TAXES.  Provision for income taxes increased from
$3.5 million for fiscal 1997 to $5.8 million for fiscal 1998, reflecting
effective tax rates of 34.4% and 47.2%, respectively. The higher effective tax
rate for fiscal 1998 is the result of goodwill amortization and certain
acquisition costs not being deductible for tax purposes. The lower effective
income tax rate for fiscal 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 subchapter S corporation treatment prior to
being acquired by Aztec.

LIQUIDITY AND CAPITAL RESOURCES

    At December 31, 1999, Aztec had cash of $4.6 million and working capital of
$39.9 million. Aztec's capitalization, defined as the sum of long-term debt and
stockholders' equity, at December 31, 1999, was $108.6 million.

    During the year ended 1999, net cash provided by operating activities was
$15.9 million. Net cash used in investment activities was $5.0 million, which
consisted primarily of $5.0 million used for additions of property and
equipment. Net cash used in financing activities was $15.2 million.

    During the thirty-five week period ended December 31, 1998, net cash
provided by operating activities was $4.1 million. Net cash used in investing
activities was $76.0 million, which consisted primarily of $73.4 million used
for three acquisitions during the period. Net cash provided by financing
activities was $78.7 million primarily related to borrowings from the Company's
Credit Facility partially offset by $8.7 million paid to USOP related to the
spin-off from USOP.

    During fiscal 1998, net cash used in operating activities was $6.9 million.
Net cash used in investing activities was $2.9 million, which consisted
primarily of $2.6 million used for additions of property, plant

                                       15
<PAGE>
and equipment. Net cash provided by financing activities was $10.6 million,
including $15.3 million of capital contributed by USOP in anticipation of a
strategic restructuring, $818,000 that was advanced by USOP as part of USOP's
centralized cash management process, $1.3 million in dividends paid by one of
the companies acquired by USOP under the pooling-of-interests method of
accounting (the "Pooled Companies"), and the repayment of $4.2 million in
short-term and long-term debt.

    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 USOP.

    Aztec's anticipated capital expenditures for the next twelve months is
approximately $4.0 million.

    Aztec entered into a Credit Facility with its bank lenders in July 1998,
with amendments made to the underlying agreement on October 5, 1998 and
September 30, 1999. As of December 31, 1999, Aztec was in noncompliance with
certain financial covenants under the facility. On March 30, 2000, Aztec and its
bank lenders further amended the facility to provide Aztec with a waiver of
noncompliance for the fourth quarter of 1999. The amendment advances the
maturity date of the facility from July 27, 2003 to April 30, 2001 and replaces
the financial covenants with a minimum debt service coverage covenant and a
capital expenditures covenant of no more than $4.0 million for 2000. The
amendment requires the payment of overadvance fees in the event that after
June 30, 2000 the outstanding balance of the Credit Facility exceeds a
percentage of the Company's accounts receivable. The overadvance fees are
payable by the Company at April 30, 2001 or in connection with the sale of its
subsidiaries or securities. The fees are 3% of the overadvance amount, if any,
as of July 30, 2000, plus 1.5% of the overadvance amount, if any, that exists as
of the last day of each fiscal quarter thereafter. The amendment has provisions
that Aztec commit to use commercially reasonable efforts to pursue an initial
public offering of the stock of PCSI as well as to pursue additional financing
of $20 million through the sale of equity or debt securities.

    The Company anticipates that its working capital line of credit and cash
flow from operations will be sufficient to meet the Company's liquidity
requirements for its existing operations through the end of 2000. Our ability to
continue to meet our liquidity requirements, however, may be influenced by a
number of factors, including our ability to raise funds through the capital
markets and to sell certain subsidiaries. We have initiated preliminary
discussions with potential investors to raise capital through the private sale
of debt or equity securities and have entered into negotiations for the sale of
our voice and data subsidiaries. However, there can be no assurance that we will
be able to access the capital markets on favorable terms, or at all, or be able
to divest our non-core subsidiaries on favorable terms, or at all. The amendment
contemplates that we will reduce the maximum amount that the banks are required
to lend, or the loan commitment, through the payment of certain proceeds from
the sale of subsidiaries, or the sale of securities, or through other sources. A
failure to sufficiently reduce the amount of the the loan commitment on a timely
basis would result in the obligation to grant the bank lenders warrants to
purchase up to 4% of our common stock at a purchase price of $0.01 per share.
These warrants will be immediately exercisable and have a term of three years.
The issuance of the warrants and the number of shares purchasable under the
warrants will be based on the satisfaction of certain loan commitment reduction
milestones during 2000. In the event that the Company is unable to timely reduce
the loan commitment by approximately 25%, 40% and 65% by June 30, 2000,
September 30, 2000 and December 31, 2000, respectively, the Company will be
required to issue to the bank lenders warrants to purchase 2%, 3% and 4%,
respectively, of the Company's outstanding common stock on a fully diluted
basis. In no event will the Company to be required to issue warrants to purchase
in the aggregate over 4% of the outstanding stock. The shares issuable upon
exercise of the warrants will be registered securities.

                                       16
<PAGE>
    Aztec does not believe that inflation has had a material impact on its
results of operations during the year ended December 1999, the thirty-five weeks
ended December 31, 1998, fiscal 1998 or fiscal 1997.

RECENT ACCOUNTING PRONOUNCEMENTS

    In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial
Statements." SAB  101 summarizes the SEC's view in applying generally accepted
accounting principles to selected revenue recognition issues. The application of
the guidance in SAB 101 will be required in the Company's second quarter of
2000. The effects of applying this guidance, if any, will be reported as a
cumulative effect adjustment resulting from a change in accounting principle.
The Company does not expect the adoption of SAB 101 to have a material effect on
its financial statements, however, the final evaluation of SAB 101 is not yet
complete.

YEAR 2000 READINESS DISCLOSURE STATEMENTS

    Aztec has not experienced any problems with its computer systems relating to
the inability of such systems to recognize appropriate dates associated with
year 2000. Aztec is not aware of any material year 2000 problems with its
clients or vendors. Accordingly, Aztec does not anticipate incurring material
expenses or experiencing any material operational disruptions as a result of any
year 2000 problems.

FACTORS THAT MAY AFFECT FUTURE RESULTS

COMPLIANCE WITH BANK AMENDMENT

    Aztec received a waiver of noncompliance from its bank lenders in the fourth
quarter of 1999 with certain financial covenants under its Credit Facility. The
amendment advances the maturity date of the Credit Facility from July 27, 2003
to April 30, 2001 and replaces the current financial covenants with a minimum
debt service coverage covenant and a capital expenditure covenant. The amendment
contemplates that Aztec will divest certain of its non-core subsidiaries and
raise additional capital or debt through the capital marketplace and
contemplates a loan reduction schedule through April 30, 2001. Aztec has
committed to proceed on a commercially reasonable basis with the initial public
offering of its Web-application subsidiary, PCSI. There can be no assurance that
Aztec will be able to successfully complete the divestiture of its non-core
subsidiaries, or that it will be able to access the capital markets to raise
additional funds, or that it will be able to complete the initial public
offering of PCSI. Failure to raise sufficient funds through such divestitures
and equity or debt financings to comply with the amended loan reduction schedule
will result in the incurrence of additional fees payable to the bank lenders, a
significant increase in interest rate charges due under the Credit Facility and
the issuance of common stock purchase warrants, with an exercise price of $0.01
per share. If we were unable to comply with the amended financial covenants,
there can be no assurance that the bank lenders would grant additional waivers
which, if not granted, could result in the amount of outstanding borrowings
under the Credit Facility becoming immediately due and payable and could impair
our ability to continue as a going concern.

RISK OF SUBSTANTIAL DILUTION IN THE EVENT OF NON-COMPLIANCE WITH THE BANK
  AMENDMENT

    In the event that we fail to reduce the loan commitment amount at set
milestones we will be required to issue to the bank lenders certain stock
purchase warrants to purchase up to 4% of our common stock on a fully diluted
basis at $.01 per share. In the event that the bank lenders receive and exercise
such warrants, our stockholders would recognize substantial dilution and the
market price of our common stock may be adversely affected.

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. At

                                       17
<PAGE>
December 31, 1999 approximately 69% of Aztec's employees were 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. 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.

RELIANCE ON KEY PERSONNEL

    Aztec's operations depend on the continued efforts of Ira Cohen, its
President and Chief Operating Officer, Ross Weintraub, its Chief Financial
Officer, its operating company presidents, including Benjamin Tandowski, the
president of PCSI, and the senior management of certain of its operating
companies. 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, Aztec's business could be adversely affected. Aztec does not
currently maintain key man life insurance policies for any of its officers or
other personnel.

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 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.

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.

POTENTIAL CONFLICTS IN DISTRIBUTION

    Aztec, U.S. Office Products, and the other companies spun-off by U.S. Office
Products on June 9, 1998, (together with Aztec, the "Spin-Off Companies")
entered into a distribution agreement, tax allocation agreement, and employee
benefits agreement. The Spin-Off Companies also entered into the tax
indemnification agreement. These agreements provide for, among other things,
USOP and Aztec to

                                       18
<PAGE>
indemnify each other from tax and other liabilities relating to their respective
businesses prior to and following the Distribution.

    Certain indemnification obligations of Aztec and the other Spin-Off
Companies to USOP are joint and several. Therefore, if one of the other Spin-Off
Companies fails to satisfy its indemnification obligations to USOP when such a
loss occurs, Aztec may be required to reimburse USOP for all or a portion of the
losses that otherwise would have been allocated to such other Spin-Off Company.
In addition, the agreements allocate certain liabilities, including general
corporate and securities liabilities of USOP not specifically related to the
specific businesses to be conducted by the Spin-Off Companies and
post-Distribution USOP among USOP and each of the Spin-Off Companies. Adverse
developments involving USOP or the other Spin-Off Companies, or material
disputes with USOP, could have a material adverse effect on Aztec.

    The terms of the agreements that govern the relationships among Aztec, USOP
and the other Spin-Off Companies were established by USOP in consultation with
management of Aztec and the other Spin-Off Companies prior to the Distribution
and while Aztec and the other Spin-Off Companies were wholly-owned subsidiaries
of USOP. The terms of these agreements, including the allocation of general
corporate and securities liabilities among USOP, Aztec, and the other Spin-Off
Companies, may not be the same as they would be if the agreements were the
result of arms'-length negotiations. Accordingly, there can be no assurance that
the terms and conditions of the agreements are not more or less favorable to
Aztec than those that might have been obtained from unaffiliated third parties.

    On the Distribution Date, Jonathan J. Ledecky, Chairman of the USOP Board of
Directors, received options for 1,660,500 shares of the Company's common stock
and options for shares of each of the other Spin-Off Companies exercisable for
7.5% of the common stock of each of the other Spin-Off Companies. As a result of
the receipt of the options, Mr. Ledecky had interests in the Distribution that
differed in certain respects from the interests of other stockholders of USOP
and Aztec.

POTENTIAL LIABILITY FOR TAXES RELATED TO THE DISTRIBUTION

    In connection with the Distribution, Aztec entered into a tax allocation
agreement with USOP and the other Spin-Off Companies, which provides that Aztec
and the other Spin-Off Companies will jointly and severally indemnify USOP for
any losses associated with taxes related to the Distribution ("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
spin-offs in the Distribution are taxable. Aztec also entered into a 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 USOP 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 will be
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 USOP or any of the Spin-Off Companies, USOP 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
Distribution. As a result, Aztec could become liable for a pro rata portion for
Distribution Taxes with respect to not only its own spin-off, but to the
spin-offs of the other Spin-Off Companies.

RISKS RELATED TO ALLOCATION OF CERTAIN LIABILITIES IN THE DISTRIBUTION

    Under the Distribution Agreement, Aztec is liable to USOP 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, and (iii) certain liabilities
under the securities laws related to the Distribution. Each of the other
Spin-Off Companies is similarly obligated to

                                       19
<PAGE>
USOP. Aztec and the other Spin-Off Companies have also agreed to bear a pro rata
portion of (i) USOP liabilities under the securities laws (other than claims
relating solely to a specific Spin-Off Company or relating specifically to the
continuing businesses of USOP) and (ii) USOP's general corporate liabilities
(other than debt, except for that specifically allocated to the Spin-Off
Companies) incurred prior to the Distribution (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 USOP, 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 USOP in respect of obligations and liabilities not related to its business or
operations and over which neither it, nor its 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.

MATERIAL AMOUNT OF GOODWILL AND INTANGIBLES

    As of December 31, 1999, approximately $55.8 million, or 32.3% of Aztec's
total assets, and 164.3% of Aztec's stockholders' equity, constituted goodwill
and intangibles. Goodwill represents the excess of cost over the fair market
value of net tangible and identified intangible 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 15-40 years and identified intangible assets are amortized on a straight
line basis, generally over four years with the amount amortized in a particular
period constituting a non-cash expense that reduces Aztec's operating results.
Amortization of goodwill resulting from certain past acquisitions, and
additional goodwill recorded in certain future acquisitions, may not be
deductible for tax purposes. The Company recorded a non-cash accounting charge
of $69.1 million in the third and fourth quarters of 1999 related to the
impairment of certain intangible assets. Of this amount, $64.8 million was
related to the Company's review of the carrying value of its intangible assets
against the estimated undiscounted future cash flows associated with them. Based
on this review, certain intangible assets were reduced to their estimated fair
value. In addition, the Company recorded an impairment charge of $4.3 million to
write-off goodwill based on the Company's announced closing of its Canfield,
Ohio location. If goodwill becomes further 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.

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 Amended and Restated Certificate of
Incorporation and Amended and Restated By-Laws and the Delaware General
Corporation Law 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

                                       20
<PAGE>
when stockholders other than Aztec's principal stockholders consider such a
transaction to be in their best interest.

INTELLECTUAL PROPERTY RIGHTS

    The success of certain of Aztec's operating companies 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 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.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

    The Company is exposed to interest rate change market risk principally with
respect to its Credit Facility, which is priced based on certain interest rate
alternatives. At December 31, 1999, $74.3 million was outstanding under the
Credit Facility. Changes in the prime interest rate during calendar year 2000
could have a positive or negative effect on the Company's interest expense. The
Company does not engage in financial transactions for trading or speculative
purposes.

    The Company does not believe that it faces primary market risk exposure that
is material to its operations.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

    See the Index to the Company's Consolidated Financial Statements and
Financial Statement Schedule and the accompanying consolidated financial
statements, notes and schedules which are filed as part of this Annual Report
following the signature page.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
  FINANCIAL DISCLOSURE

    None.

                                       21
<PAGE>
                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

<TABLE>
<CAPTION>
NAME                                     AGE      POSITION
----                                   --------   --------
<S>                                    <C>        <C>
Clifford Mitman, Jr..................     61      Chairman of the Board of Directors
Ira Cohen............................     46      President and Chief Operating Officer
Ross J. Weintraub....................     49      Chief Financial Officer, Vice President of Finance and
                                                  Corporate Controller
Benjamin Tandowski...................     52      President of PCSI and former Chief Technology Officer of
                                                  Aztec, Director
James E. Claypoole...................     66      Director, former Chairman, Chief Executive Officer and
                                                  President of Aztec
Lawrence M. Howell...................     54      Director
Leon Kopyt...........................     55      Director
Jonathan J. Ledecky..................     42      Director
</TABLE>

    CLIFFORD MITMAN, JR.  has served as a director of Aztec since May 1998 and
currently serves as Chairman of the Board of Directors of Aztec. Mr. Mitman has
been President of Mitman Associates, a firm that provides executive compensation
and organization planning consulting services to a wide range of companies since
October 1991. Prior to October 1991, Mr. Mitman was a Vice President and Senior
Consultant with the firms of Towers, Perrin and The Wyatt Company, both
management consulting firms. Mr. Mitman graduated from Yale University and the
Wharton School of Business.

    IRA COHEN  has served as President of Aztec since September 1999 and as
Chief Operating Officer of Aztec since June 1998. From 1996 to April 1998,
Mr. Cohen worked as an independent consultant, and from September 1996 to
June 1997 as the Chief Operating Officer of DataTrend, Inc., a computer
remanufacturing company. In 1993, Mr. Cohen was employed by CIC Systems as Chief
Operating Officer of its Copley Division where he continued to work through
1996. 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., which he sold in 1993.

    ROSS J. WEINTRAUB  has served as Chief Financial Officer since July 1999 and
Vice President of Finance and Corporate Controller of Aztec since
February 1999. Prior to his employment with the Company, Mr. Weintraub held the
positions of Vice President, Treasurer and Controller for Domain Solutions
Corporation, a software corporation, where he began in 1994. From 1987 to 1994,
Mr. Weintraub worked for BBN Corporation where he served in various senior
financial positions for that company. Mr. Weintraub, a certified public
accountant, began his career with KPMG Peat Marwick.

    BENJAMIN TANDOWSKI  has served as a director of Aztec since May 1998. From
1985 to the present, Dr. Tandowski has served as President of PCSI, a provider
of comprehensive enterprise solutions and a wholly-owned subsidiary of Aztec,
which Dr. Tandowski founded in 1985. From January, 1999 to March, 2000,
Dr. Tandowski served as the Chief Technology Officer of Aztec prior to resigning
to focus his efforts on PCSI. Previously, Dr. Tandowski was employed by Exxon
Research and the Chemical and Plastics Division of Union Carbide, both
diversified chemical companies where he managed the implementation of large
databases and developed computing facilities for research. Dr. Tandowski holds a
Ph.D. in mechanical engineering from the City University of New York, where he
was a National Science Fellow.

    JAMES E. CLAYPOOLE  has served as a director of Aztec since May 1998.
Mr. Claypoole served as Chairman, Chief Executive Officer and President of Aztec
from May 1998 until his retirement in September 1999.Mr. Claypoole served as the
president of Bay State Computer Group, an enterprise design and implementation
company, from 1984 to 1998.

                                       22
<PAGE>
    LAWRENCE M. HOWELL  has served as a director of Aztec since May 1998.
Mr. Howell has served in the position of Managing Partner of Howell Capital, an
investment banking advisory firm, since January 1996. From January 1993 to
January 1996, Mr. Howell was employed by Morgan Stanley & Co. Incorporated, an
international investment banking firm, where he served most recently as Managing
Director and as Advisory Director. Prior to that, from 1970 to 1993, he worked
at the investment banking division of Goldman, Sachs & Co. Mr. Howell holds a
Bachelor of Business Administration from the University of Texas and a Master of
Business Administration from Southern Methodist University.

    JONATHAN J. LEDECKY  has served as a director of Aztec since May 1998.
Mr. Ledecky currently serves as Vice Chairman of Lincoln Holdings, which owns
the Washington Capitals of the National Hockey League and a minority interest in
the Washington Wizards of the National Basketball Association. Mr. Ledecky
served as Chairman of the Board and Chief Executive Officer of U.S. Office
Products from October 1994 to November 1997. He served as Chairman of the Board
and Chief Executive Officer of Building One Services Corp. (f/k/a Consolidation
Capital Corporation), an investment management company, from November 1997 to
June 1999, before joining Lincoln Holdings in July 1999. Mr. Ledecky also serves
as a director of School Specialty, Inc., UniCapital Corporation, a financial
leasing company, and of Microstrategy Corporation, a decision support software
company. He graduated from Harvard College and from Harvard Business School.

    LEON KOPYT  has served as a director of Aztec since March 2000. Mr. Kopyt
has held the positions of Chairman of the Board of Directors, President and
Chief Executive Officer of RCM Technologies, Inc., a provider of business,
technology and resource management solutions to information technology and
professional engineering customers since 1991. Prior to his association with RCM
Technologies, Inc. Mr. Kopyt was the United States President and CEO of a
European-based industrial corporation which designed and manufactured a broad
range of transportation and defense products.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

    Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors, executive officers and
holders of more than 10% of the Company's Common Stock to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the Company.
Based solely upon a review of reports submitted, and representations made to the
Company, to the Company's knowledge, its directors and executive officers timely
filed all required forms under Section 16(a) of the Securities Exchange Act
except that Mr. Mitman, Mr. Claypoole and Dr. Tandowski each inadvertently filed
one form late covering the receipt of options to purchase the Company's stock.

ITEM 11. EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

    The following table sets forth information with respect to the compensation
paid to the Named Executive Officers by Aztec for services rendered during the
fiscal year ending December 31, 1999.

                                       23
<PAGE>
                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                               ANNUAL                         LONG TERM
                                                          COMPENSATION (1)               COMPENSATION AWARDS
                                                          ----------------               -------------------
                                                                            OTHER       SECURITIES UNDERLYING
        NAME AND PRINCIPAL                                                  ANNUAL              STOCK
             POSITION                  YEAR     SALARY ($)   BONUS ($)   COMPENSATION        OPTIONS (#)
        ------------------           --------   ----------   ---------   ------------   ---------------------
<S>                                  <C>        <C>          <C>         <C>            <C>
Ira Cohen..........................    1999      $200,000      None         None                220,00
  President and Chief Operating        1998      $138,462    $ 10,000       None                78,150
    Officer

Ross J. Weintraub(2)...............    1999      $139,700      None         None               202,000
  Chief Financial Officer

Benjamin Tandowski.................    1999      $300,385      None         None               100,000
  President of PCSI                    1998      $259,615    $ 50,000       None                75,000

James E. Claypoole.................    1999      $375,120    $187,500(3)    None                 5,000
  Former Chief Executive Officer       1998      $243,308    $ 60,000      $125,834            572,185
    and President
</TABLE>

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

(1) In accordance with the rules of the Securities and Exchange Commission,
    other compensation in the form of perquisites and other personal benefits
    has been omitted because such perquisites and other personal benefits
    constituted less than the lesser of $50,000 or ten percent of the total
    annual salary and bonus for the Named Executive Officers for the year
    reflected above.

(2) Mr. Weintraub began his employment with the Company on February 24, 1999.

(3) On September 30, 1999, the Company entered into an agreement with regard to
    the terms of Mr. Claypoole's retirement. The dollar amount listed in bonus
    was paid in connection with his retirement agreement.

STOCK OPTION GRANTS

    The following table sets forth certain information regarding options granted
to the Named Executive Officers during the fiscal year ended December 31, 1999.

                                       24
<PAGE>
                       OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
                                             INDIVIDUAL GRANTS
                                          -----------------------                            POTENTIAL REALIZABLE
                                                       PERCENT OF                                  VALUE AT
                                                         TOTAL                                  ASSUMED ANNUAL
                                          NUMBER OF     OPTIONS                                 RATES OF STOCK
                                            SHARES     GRANTED TO    OPTION                 PRICE APPRECIATION FOR
                                          UNDERLYING   EMPLOYEES    EXERCISE     OPTION         OPTION TERM(3)
                                           OPTIONS     IN FISCAL     PRICE     EXPIRATION   -----------------------
NAME                                      GRANTED(1)    YEAR(2)      ($/SH)       DATE          5%          10%
----                                      ----------   ----------   --------   ----------   ----------   ----------
<S>                                       <C>          <C>          <C>        <C>          <C>          <C>
Ira Cohen...............................   120,000        5.15%      $1.875      8/16/09     $141,501     $358,592
                                           100,000        4.30%        4.50     12/13/09      283,003      717,184
Ross Weintraub..........................     7,000           *         4.50      2/25/09       19,810       50,202
                                           120,000        5.15%       1.875      8/16/09      124,049      305,538
                                            75,000        3.22%        4.50     12/13/09      212,251      537,888
Benjamin Tandowski......................   100,000        4.30%        4.50     12/13/09      283,003      717,184
James E. Claypoole......................     5,000           *         4.00     12/09/09       12,578       31,875
</TABLE>

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

*   Less than 1%

(1) Represents options granted pursuant to the Company's 1998 Stock Incentive
    Plan.

(2) Calculated based on the total number of options, 2,328,000, granted during
    the year ended December 31, 1999.

(3) Potential realizable value is based on an assumption that the market price
    of the stock will appreciate at the stated rate, compounded annually, from
    the date of grant until the end of the term. These values are calculated
    based on rules promulgated by the Securities and Exchange Commission and do
    not reflect the Company's estimate or projection of future stock prices.
    Actual gains, if any, on stock option exercises will depend on the future
    performance of the Company's Common Stock, the optionholder's continued
    employment through the option period and the date on which the options are
    exercised.

FISCAL YEAR- END OPTION VALUE TABLE

    The following table summarizes certain information regarding the stock
options exercised during 1999 and unexercised stock options held as of
December 31, 1999 by each of the Named Executive Officers.

                AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                       AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
                                                                                          VALUE OF UNEXERCISED IN-THE-
                                                             NUMBER OF SECURITIES                     MONEY
                                                            UNDERLYING UNEXERCISED           OPTIONS AT FISCAL YEAR
                                                        OPTIONS AT FISCAL YEAR END (#)              END($)(1)
                       SHARES ACQUIRED      VALUE       -------------------------------   -----------------------------
NAME                     ON EXERCISE     REALIZED ($)    EXERCISABLE     UNEXERCISABLE    EXERCISABLE    UNEXERCISABLE
----                   ---------------   ------------   -------------   ---------------   ------------   --------------
<S>                    <C>               <C>            <C>             <C>               <C>            <C>
Ira Cohen............  None                   0             19,536          278,614         $ 11,551        $362,856
Ross J. Weintraub....  None                   0               None          202,000              N/A        $327,626
Benjamin Tandoski....  None                   0             18,750          156,250         $ 32,803        $104,659
James E. Claypoole...  None                   0            577,185             None         $335,355             N/A
</TABLE>

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

(1) Value based upon the last sales price per share ($4.56) on the Company's
    Common Stock on December 31, 1999, as reported on the Nasdaq Small Cap
    Market, less the exercise price.

                                       25
<PAGE>
EMPLOYMENT CONTRACTS

    Aztec entered into an employment agreement with Mr. Cohen, effective as of
June 1, 1999, for a one-year term as the Company's Chief Operating Officer.
Pursuant to the agreement, Mr. Cohen is entitled to receive a base salary of
$200,000, with the potential for a cash bonus of up to 50% of Mr. Cohen's annual
base salary. Aztec may terminate Mr. Cohen with or without cause. Termination
without cause entitles Mr. Cohen to a pro rata portion of the "Severance Bonus
Amount" (based on (i) the number of days between the first day of the then
current fiscal year and the date termination is effective; and (ii) his annual
base salary) plus an amount equal to his annual base salary and the continuation
of his health benefits for a period of one year. The "Severance Bonus Amount"
for a fiscal year equals the average bonuses paid to Mr. Cohen for the fiscal
years proceeding such fiscal year. In the event that his employment is
terminated within 24 months following a change in control in the Company,
Mr. Cohen is entitled to a lump sum payment in an amount equal to his annual
base salary at the time of the termination plus the above-described Severance
Bonus Amount. In addition to these severance payments, the Compensation
Committee determined on November 9, 1999 that Mr. Cohen would receive a lump sum
payment of $100,000 in cash, within 30 days after the consummation of the
transaction(s), if certain of the Company's non-core subsidiaries are sold; and
the Committee determined on October 13, 1999 that Mr. Cohen would receive a lump
sum payment of $150,000 in cash, within 30 days after the consummation of the
transaction, in the event that the Company is sold as a whole. Mr. Cohen would
become entitled to these payments if he remains employed at the time the
respective transaction is consummated and otherwise is in compliance with his
employment agreement.

    In June 1998, Aztec entered into an employment agreement with
Mr. Claypoole, as the Company's President and Chief Executive Officer. In
September 1999, Mr. Claypoole retired from these positions with the Company. In
connection with his retirement, Aztec entered into an agreement with
Mr. Claypoole, dated September 30, 1999, wherein the Company agreed to fulfill
its obligations under the June 1998 employment agreement. These obligations
included the payment of a severance bonus of $187,500, the payment of his base
salary through June 10, 2002, and the continuation of his benefits until the
earlier of his reemployment or June 10, 2002. In addition, Mr. Claypoole's
options in Aztec stock became fully exercisable on the date of his separation
from the Company.

    Aztec entered into an employment agreement with Mr. Weintraub, effective
June 1, 1999, for a one year term as the Company's Vice President of Finance,
Corporate Controller and Interim Chief Financial Officer. Pursuant to the
agreement, Mr. Weintraub is entitled to receive a base salary of $160,000 per
year, with the potential for a cash bonus of up to 25% of his annual base
salary. Aztec may terminate Mr. Weintraub with or without cause. Termination
without cause entitles Mr. Weintraub to a pro rata portion of the "Severance
Bonus Amount" (based on (i) the number of days between the first day of the then
current fiscal year and the date termination is effective; and (ii) his annual
base salary) plus an amount equal to his annual base salary and the continuation
of his health benefits for a period of one year. The "Severance Bonus Amount"
for a fiscal year equals the average bonuses paid to Mr. Weintraub for the
fiscal years proceeding such fiscal year. In the event that his employment is
terminated within 24 months following a change in control in the Company,
Mr. Weintraub is entitled to a lump sum payment in an amount equal to his annual
base salary at the time of the termination plus the above-described Severance
Bonus Amount. In addition to these severance payments, the Compensation
Committee determined on November 9, 1999 that Mr. Weintraub would receive a lump
sum payment of $100,000 in cash, within 30 days after the consummation of the
transaction(s), if certain of the Company's non-core subsidiaries are sold; and
the Committee determined on October 13, 1999 that Mr. Weintraub would receive a
lump sum payment of $150,000 in cash, within 30 days after the consummation of
the transaction, in the event that the Company is sold as a whole. Mr. Weintraub
would become entitled to these payments if he remains employed at the time the
respective transaction is consummated and otherwise is in compliance with his
employment agreement.

                                       26
<PAGE>
    Aztec entered into an employment agreement with Mr. Ledecky, effective as of
June 10, 1998. Under the employment agreement, Mr. Ledecky reports to the Board
of Directors and senior management of Aztec. In such capacity, Mr. Ledecky
provides acquisition negotiation services and strategic business advice. Aztec
can require Mr. Ledecky's performance of such services, consistent with his
other contractual obligations to other companies. Under the employment agreement
Mr. Ledecky's base annual salary was set at $48,000 and he was granted a stock
option to purchase 1,660,500 shares of Aztec Common Stock at an exercise price
of $9.875. On December 14, 1998, Mr. Ledecky, as part of the Company's option
exchange program, exchanged the options granted to him under his employment
agreement. Mr. Ledecky exchanged his option to purchase 1,660,500 shares of
Aztec Common Stock for an option to purchase 865,121 shares of Aztec Common
Stock at an exercise price per share of $3.96875. Mr. Ledecky's options are
fully vested. Mr. Ledecky also entered into an agreement with U.S. Office
Products, effective June 10, 1998, which governs his continuing obligations to
U.S. Office Products and portions of which were incorporated in his employment
agreement with Aztec (the "Services Agreement"). Specifically, under his
employment agreement, Aztec may terminate Mr. Ledecky's employment only for
"cause" as "cause" is defined in the Services Agreement. In addition, under
Mr. Ledecky's employment agreement with Aztec, he is subject to the
noncompetition and nonsolicitation provisions of the Services Agreement.

    PCSI, a wholly owned subsidiary of Aztec, entered into an employment
agreement with Benjamin Tandowski, effective April 26, 1997, and amended April
26, 2000. Pursuant to the agreement, Dr. Tandowski serves as president of PCSI
at a base annual salary of $300,385. PCSI may terminate Dr. Tandowski with or
without cause. Termination without cause entitles Dr. Tandowski to the base
salary in effect at the date of termination for the longer of (i) three months
from the date of termination, or (ii) whatever time period remains under the
term of his employment agreement. In addition, under Dr. Tandowski's employment
agreement with PCSI, he is subject to the noncompetition and confidentiality
provisions of that agreement. The April 2000 amendment extended the term of the
agreement for 30 days after April 26, 2000 to put a new Agreement in place.

                      REPORT OF THE COMPENSATION COMMITTEE
                           ON EXECUTIVE COMPENSATION

    OVERVIEW AND PHILOSOPHY

    The Compensation Committee of the Company's Board of Directors (the
"Committee") is responsible for establishing the compensation of, and the
compensation policies with respect to, the Company's executive officers, and
administering the Company's stock benefit plans. The Committee currently
consists of Messrs. Mitman and Claypoole.

    The objectives of the Company's executive compensation program are to:

    - Attract and retain key executives critical to the long-term success of the
      Company;

    - Align the interests of the executive officers with the interests of
      stockholders and the success of the Company; and

    - Recognize and reward individual performance and responsibility.

    The Company's compensation polices are significantly influenced by the fact
that the Company operates in the area of information technology, one of the
fastest growing business sectors and one in which the competition for qualified
employees is the most intense. Compensation in the information technology
industry is heavily weighted in favor of stock options.

    COMPENSATION PROGRAM

    GENERAL.  The Company's executive compensation program consists of base
salary, short-term incentive compensation in the form of cash bonuses, as
provided by the Company's Executive Bonus Program,

                                       27
<PAGE>
and long-term incentive compensation in the form of stock options, as provided
by the Company's 1998 Stock Incentive Plan. Executive officers also participate
in benefit programs that are generally available to the Company's employees,
including medical benefits, the 401(k) Plan and the 1998 Employee Stock Purchase
Plan.

    COMPENSATION POLICIES FOR EXECUTIVE OFFICERS

    For 1999, compensation for the executive officers was set within the range
of compensation for executives with comparable qualifications, experience and
responsibilities at other companies in the same or similar businesses, based on
the determination of management and approved by the Committee. In addition, base
compensation for each executive officer was determined on a case by case basis
in view of each individual's contribution to the Company as a whole, including
the ability to motivate others, develop the necessary skills to grow as the
Company matures, recognize and pursue new business opportunities and initiate
programs to enhance the Company's growth and success.

SHORT TERM EXECUTIVE COMPENSATION--EXECUTIVE BONUS PLAN.

    An executive cash bonus plan (the "Plan") was established in February 1999.
Prior to that date, the Company had no formal bonus program. Under the terms of
the Plan, executive officers could receive payments in addition to their base
salaries. The amount of the bonuses depend on two factors: the degree to which
the Company achieves its fiscal budget for the year and the extent to which the
executive discharges assignments and achieves individual goals assigned to that
executive during the year. No bonuses are paid if the pre-tax income from the
current fiscal year is less than the level from the prior year. During 1999, the
Company did not award a bonus to any executive officer, except the bonus awarded
to Mr. Claypoole pursuant to his retirement agreement with the Company.

    LONG TERM INCENTIVE COMPENSATION--1998 STOCK INCENTIVE PLAN

    Long-term incentives for executive officers are provided through stock
options. The objectives of the program are to align executive and stockholder
long-term interests by creating a strong and direct link between executive
compensation and stockholder return, and to enable executives to develop and
maintain a significant, long-term stock ownership position in the Company's
Common Stock. Stock options are granted at an option price equal to the fair
market value of the Company's Common Stock on the date of grant and will only
have value if the Company's stock price increases. In selecting executives
eligible to receive option grants and determining the amount and frequency of
such grants, the Company evaluates a variety of factors, including (i) the job
level of the executive, (ii) option grants awarded by competitors to executives
at a comparable job level and (iii) past, current and prospective service to the
Company rendered, or to be rendered, by the executive. During 1999, the Company
granted options to purchase an aggregate of 522,000 shares of Common Stock to
executive officers of the Company: 220,000 options to Mr. Cohen, 100,000 options
to Dr. Tandowski, and 202,000 options to Mr. Weintraub.

COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(M)

    Section 162(m) of the Internal Revenue Code of 1986, as amended, generally
disallows a federal income tax deduction to public companies for certain
compensation in excess of $1 million paid to a corporation's chief executive
officer or any of its four other most highly compensated executive officers.
Qualifying performance-based compensation will not be subject to the deduction
limit if certain requirements are met. Currently, options granted under the 1998
Stock Incentive Plan with an exercise price equal to the fair market value of
the Common Stock as of the date of grant qualify as performance based
compensation. Such options are qualified as performance based because the 1998
Stock Incentive Plan is subject to a transition rule under Section 162(m) which
expires at the next annual meeting of the stockholders. The transition rule will
expire immediately upon the Annual Meeting. The Committee intends to review the
potential effects of Section 162(m) periodically and in the future may decide to

                                       28
<PAGE>
amend the 1998 Stock Incentive Plan and structure additional portions of the
Company's compensation program in a manner designed to permit deductibility for
federal income tax purposes, except in those limited cases where the stockholder
value is maximized by an alternative approach.

                                          Compensation Committee
                                          James E. Claypoole, Chairman
                                          Clifford Mitman, Jr.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

    The current members of the Company's Compensation Committee are
Messrs. Claypoole and Mitman. No executive officer of the Company has served as
a director or member of the compensation committee (or other committee serving
an equivalent function) of any other entity, one of whose executive officers
served as a director of or member of the Compensation Committee of the Company.

COMPARATIVE STOCK PERFORMANCE

    The following graph compares the cumulative total stockholder return on the
Common Stock of the Company from June 11, 1998 through December 31, 1999, with
the cumulative total return on (i) the Russell 3000 Index and (ii) a Line-of
Business Index consisting of companies in Aztec's Standard Industrial
Classification (SIC) code number 7373-Computer Integrated System Design. The
comparison assumes the investment of $100 on June 11, 1998 in the Company's
Common Stock and in each of the indices and, in each case, assumes reinvestment
of all dividends.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
                                 6/11/98  6/30/98  9/30/98  12/31/98  3/31/99  6/30/99  9/30/99  12/31/99
<S>                              <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>
AZTEC TECHNOLOGY PARTNERS, INC.      100    77.27    54.48     36.76    16.81    19.04    17.42     46.18
SIC CODE INDEX                       100   115.92   111.39    187.69   263.77   251.09   256.11    412.13
RUSSELL 3000 INDEX                   100   103.38    91.82    111.21    114.6   123.06   114.58    132.74
</TABLE>

DOLLARS

                                       29
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The following table sets forth certain information as of January 31, 2000
with respect to the beneficial ownership of the Company's Common Stock by
(i) each person known by the Company to beneficially own more than 5% of the
outstanding shares of Common Stock, (ii) the directors and nominees for director
of the Company, (iii) the Company's President, the next two most highly
compensated executive officers of Aztec who earned in excess of $100,000, plus
one person who would have been included among the most highly compensated
executive officers if he were serving as such on December 31, 1999 (the "Named
Executive Officers"), and (iv) all executive officers, directors and nominees
for director of the Company as a group. Unless otherwise indicated, the business
address of each of the following is 50 Braintree Hill Office Park, Braintree,
Massachusetts 02184:

<TABLE>
<CAPTION>
                                                                AMOUNT AND NATURE OF BENEFICIAL
                                                                         OWNERSHIP (1)
                                                              -----------------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER                          NUMBER OF SHARES   PERCENT OF CLASS
------------------------------------                          ----------------   ----------------
<S>                                                           <C>                <C>
5% STOCKHOLDERS:
  Wanger Asset Management, L.P.(2)..........................     3,470,000             15.3%
    227 West Monroe Street, Suite 3000
    Chicago, IL 60606
  Jonathan J. Ledecky(3)....................................     1,277,906              5.5%

OTHER DIRECTORS:
  Clifford Mitman, Jr.(4)...................................       180,000                *
  James E. Claypoole(5).....................................       778,602              3.4%
  Lawrence M. Howell(6).....................................       120,200                *
  Leon Kopyt(7).............................................             0               --
  Benjamin Tandowski(8).....................................        30,152                *

OTHER NAMED EXECUTIVE OFFICERS:
  Ira Cohen(9)..............................................        26,876                *
  Ross J. Weintraub(10).....................................         1,750                *
All executive officers, directors and nominees for director      2,415,486              9.9%
  as a group (eight persons)(11)............................
</TABLE>

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

*   Less than 1%.

(1) The number of shares beneficially owned by each stockholder, director and
    executive officer is determined under rules promulgated by the Securities
    and Exchange Commission, and the information is not necessarily indicative
    of beneficial ownership for any other purpose. Under such rules, beneficial
    ownership includes any shares as to which the individual has sole or shared
    voting power or investment power and also any shares which the individual
    has the right to acquire within 60 days after January 31, 2000 through the
    exercise of any stock option, warrant or other right. The inclusion herein
    of such shares, however, does not constitute an admission that the named
    stockholder is a direct or indirect beneficial owner of such shares. Unless
    otherwise indicated, each person or entity listed above has sole voting and
    investment power (or shares such power with his or her spouse) with respect
    to all shares of capital stock listed as owned by such person or entity.

(2) Information is based solely on a Schedule 13G/A filed with the Securities
    and Exchange Commission on February 11, 2000, by Wanger Asset Management,
    L.P. ("Wanger Asset"). Wanger Asset is a registered investment advisor. The
    number of shares beneficially owned by this entity includes those purchased
    on behalf of discretionary clients of Wanger Asset. Wanger Asset reported
    that it has shared power to vote or direct the vote of its 3,470,000 shares.

                                       30
<PAGE>
(3) Includes 865,121 shares subject to options exercisable within 60 days after
    January 31, 2000.

(4) Consists of 180,000 shares subject to options exercisable within 60 days
    after January 31, 2000.

(5) Mr. Claypoole retired as an officer of the Company in September 1999.
    Includes 577,185 shares subject to options exercisable within 60 days after
    January 31, 2000.

(6) Includes 80,000 shares subject to options exercisable within 60 days after
    January 31, 2000.

(7) Mr. Kopyt was elected a director of the Company on March 2, 2000. The
    Company granted Mr. Kopyt, pursuant to the 1998 Non-Employee Director Stock
    Option Plan, an option to purchase 15,000 shares at an exercise price of
    $8.75 per share, the fair market value on said date. Said option is not
    included in the Beneficial Ownership table, above.

(8) Dr. Tandowski serves as the President of Professional Computer
    Solutions, Inc. ("PCSI"), a wholly-owned subsidiary of the Company. Includes
    18,750 shares subject to options exercisable within 60 days after
    January 31, 2000.

(9) Includes 22,792 shares subject to options exercisable within 60 days after
    January 31, 2000.

(10) Consists of 1,750 shares subject to options exercisable within 60 days of
    January 31, 2000.

(11) Consists of 1,745,598 shares subject to options exercisable within 60 days
    after January 31, 2000.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    CERTAIN TRANSACTIONS

    PCSI, a wholly owned subsidiary of Aztec, entered into an agreement with
Howell Capital, in connection with consulting services to be provided by Howell
Capital in the planning and execution of the public sale of equity or debt
securities of PCSI through an initial public offering ("IPO"). The agreement
provides that Howell Capital is entitled to payment of a maximum of $133,000
dollars should PCSI terminate the agreement within 120 days of January 6, 2000,
and Howell Capital is entitled to receive a fee in the form of an option to
purchase a number of shares of PCSI's common stock which would be calculated to
the equivalent of 1/2 of 1% of PCSI's total enterprise value at the time of an
IPO. Mr. Howell is the Managing Partner of Howell Capital and is a member of the
Board of Directors of Aztec.

                                       31
<PAGE>
                                    PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K

    (a) Documents filed as part of this Annual Report

        1. Consolidated Financial Statements. The Consolidated Financial
    Statements listed in the Index to Consolidated Financial Statements and
    Financial Statement Schedule are filed as part of this Annual Report.

        2. Financial Statement Schedule. The Financial Statement Schedule listed
    in the Index to Consolidated Financial Statements and Financial Statement
    Schedule is filed as part of this Annual Report.

        3. Exhibits. The Exhibits listed in the Exhibit Index immediately
    preceding such Exhibits are filed as part of this Annual Report.

    (b) Reports on Form 8-K

        None

    (c) Exhibits

<TABLE>
<CAPTION>
EXHIBIT                                         DESCRIPTION
-------                 ------------------------------------------------------------
<S>                     <C>
 3.1                    Amended and Restated Certificate of Incorporation
                        (Incorporated herein by reference to the Company's
                        Form 10-K filed on July 24, 1998)
 3.2                    Amended and Restated By-laws (Incorporated herein by
                        reference to the Company's Form 10-K/A filed on October 8,
                        1998)
 3.3                    Amendment to the Amended and Restated By-laws
 4.1                    Form of certificate representing shares of Common Stock
                        (Incorporated herein by reference to the Company's
                        Registration Statement on Form S-1 (File No. 333-46533)
                        filed on June 10, 1998)
 4.2                    Registration Rights Agreement dated April 21, 2000 by and
                        among the Company and the Banks named therein.
 4.3                    Form of Warrant (Incorporated herein by reference to the
                        Company's Form S-3 filed on May 1, 2000)
10.1                    Agreement and Plan of Distribution dated June 9, 1998, among
                        U.S. Office Products, Workflow Management, Inc., Aztec
                        Technology Partners, Inc., Navigant International, Inc., and
                        School Specialty, Inc. (Incorporated herein by reference to
                        the Company's Form 10-K filed on July 24, 1998)
10.2                    Tax Allocation Agreement dated June 9, 1998, among U.S.
                        Office Products, Workflow Management, Inc., Aztec Technology
                        Partners, Inc., Navigant International, Inc., and School
                        Specialty, Inc. (Incorporated herein by reference to the
                        Company's Form 10-K filed on July 24, 1998)
10.3                    Tax Indemnification Agreement dated June 9, 1998, among U.S.
                        Office Products, Workflow Management, Inc., Aztec Technology
                        Partners, Inc., Navigant International, Inc., and School
                        Specialty, Inc. (Incorporated herein by reference to the
                        Company's Form 10-K filed on July 24, 1998)
10.4                    Employee Benefits Services and Liabilities Agreement dated
                        June 9, 1998 among U.S. Office Products, Workflow
                        Management, Inc., Aztec Technology Partners, Inc., Navigant
                        International, Inc., and School Specialty, Inc.
                        (Incorporated herein by reference to the Company's Form 10-K
                        filed on June 24, 1998)
10.5*                   1998 Stock Incentive Plan (Incorporated herein by reference
                        to the Company's Form 10-K filed on July 24, 1998)
</TABLE>

                                       32
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT                                         DESCRIPTION
-------                 ------------------------------------------------------------
<S>                     <C>
10.6*                   Services Agreement between Jonathan Ledecky and Aztec
                        Technology Partners, Inc. (Incorporated herein by reference
                        to the Company's Registration Statement on Form S-1 (File
                        No. 333-46533) filed on June 10, 1998)
10.7*                   Employment Agreement between Aztec and Jonathan Ledecky
10.8*                   Employment Agreement between Aztec and Ross Weintraub
                        (Incorporated herein by reference to the Company's Form 10-K
                        filed on March 30, 2000)
10.9*                   Employment Agreement between Aztec and Ira Cohen
                        (Incorporated herein by reference to the Company's Form 10-K
                        filed on March 30, 2000)
10.10*                  Employment Agreement between PCSI and Benjamin Tandowski
                        (Incorporated herein by reference to the Company's
                        Form 10-Q filed on August 16, 1999)
10.11*                  1998 Non-Employee Director Stock Option Plan (Incorporated
                        herein by reference to the Company's Form 10-K filed on July
                        24, 1998)
10.12                   Revolving Credit Agreement By and Among the Company and
                        BankBoston, N.A. as agent, dated as of July 27, 1998
                        (Incorporated herein by reference to the Company's Form 10-Q
                        filed on November 16, 1998)
10.13                   Amendment to the Revolving Credit Agreement By and Among the
                        Company and BankBoston, N.A. as agent, dated as of
                        September 30, 1999 (Incorporated herein by reference to the
                        Company's Form 10-Q filed on November 15, 1999)
10.14                   Amendment to the Revolving Credit Agreement By and Among the
                        Company and Fleet National Bank, N.A. as agent, dated
                        March 30, 2000
10.15*                  Retirement Agreement with James Claypoole, dated
                        September 30, 1999 (Incorporated herein by reference to the
                        Company's Form 10-K filed on March 30, 2000)
10.16                   Consulting Agreement between PCSI and Howell Capital, dated
                        January 6, 2000 (Incorporated herein by reference to the
                        Company's Form 10-K filed on March 30, 2000)
10.17*                  Amendment to Employment Agreement between PCSI and Benjamin
                        Tandowski
21                      Subsidiaries of the Company (Incorporated herein by
                        reference to the Company's Form 10-K filed on March 30,
                        2000)
23                      Consent of PricewaterhouseCoopers LLP
27                      Financial Data Schedule (Incorporated herein by reference to
                        the Company's Form 10-K filed on March 30, 2000)
</TABLE>

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

*   Management contract or compensatory plan or arrangement filed herewith in
    response to Item 14(a)(3) of the Instructions to the Annual Report on
    Form 10-K.

    The exhibits listed above are not contained in the copy of the Annual Report
distributed to stockholders. Exhibits which are incorporated herein by reference
can be inspected and copied at the public reference facilities maintained by the
Securities and Exchange Commission, 450 Fifth Street, N.W., Room 1024,
Washington, D.C., and at the Securities and Exchange Commission's regional
offices at 219 South Dearborn Street, Room 1204, Chicago, Illinois; 26 Federal
Plaza, Room 1102, New York, New York and 5757 Wilshire Boulevard, Suite 1710,
Los Angeles, California. Copies of such material can also be obtained from the
Public Reference Section of the Securities and Exchange Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates.

                                       33
<PAGE>
                                   SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on April 28, 2000.

<TABLE>
<S>                                                    <C>  <C>
                                                       AZTEC TECHNOLOGY PARTNERS, INC.

                                                       BY:                /S/ IRA COHEN
                                                            -----------------------------------------
                                                                            Ira Cohen
                                                              PRESIDENT AND CHIEF OPERATING OFFICER
                                                                  (PRINCIPAL EXECUTIVE OFFICER)
</TABLE>

    Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
registrant the capacities and on the dates indicated.

<TABLE>
<CAPTION>
                      SIGNATURE                                    TITLE                    DATE
                      ---------                                    -----                    ----
<C>                                                    <S>                             <C>
              /s/ CLIFFORD MITMAN, JR.                 Chairman of the Board of
     -------------------------------------------         Directors                     April 26, 2000
                Clifford Mitman, Jr.

                                                       Vice President Finance and
                /s/ ROSS J. WEINTRAUB                    Chief Financial Officer
     -------------------------------------------         (Principal Financial Officer  April 26, 2000
                  Ross J. Weintraub                      and Principal Accounting
                                                         Officer)

               /s/ JAMES E. CLAYPOOLE                  Director
     -------------------------------------------                                       April 27, 2000
                 James E. Claypoole

               /s/ LAWRENCE M. HOWELL                  Director
     -------------------------------------------                                       April 26, 2000
                 Lawrence M. Howell

                   /s/ LEON KOPYT                      Director
     -------------------------------------------                                       April 26, 2000
                     Leon Kopyt

               /s/ JONATHAN J. LEDECKY                 Director
     -------------------------------------------                                        May 1, 2000
                 Jonathan J. Ledecky

               /s/ BENJAMIN TANDOWSKI                  Director
     -------------------------------------------                                       April 25, 2000
                 Benjamin Tandowski
</TABLE>

                                       34
<PAGE>
                        AZTEC TECHNOLOGY PARTNERS, INC.

                         INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                PAGE
                                                              --------
<S>                                                           <C>
Report of PricewaterhouseCoopers LLP, Independent
  Accountants...............................................  F-2
Consolidated Balance Sheet as of December 31, 1999 and
  December 31, 1998.........................................  F-3
Consolidated Statement of Operations for the year ended
  December 31, 1999, thirty-five weeks from April 26, 1998
  to December 31, 1998, and fiscal years ended April 25,
  1998 and April 26, 1997...................................  F-4
Consolidated Statement of Stockholders' Equity for the year
  ended December 31, 1999, thirty-five weeks from April 26,
  1998 to December 31, 1998, and fiscal years ended
  April 25, 1998 and April 26, 1997.........................  F-5
Consolidated Statement of Cash Flows for the year ended
  December 31, 1999, thirty-five weeks from April 26, 1998
  to December 31, 1998, and fiscal years ended April 25,
  1998 and April 26, 1997...................................  F-6
Notes to Consolidated Financial Statements..................  F-8
Financial Statement Schedule
  Schedule II--Valuation and Qualifying Accounts and
    Reserves................................................  F-34
</TABLE>

                                      F-1
<PAGE>
                       REPORT OF INDEPENDENT ACCOUNTANTS

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

    In our opinion, the consolidated financial statements listed in the
accompanying index on page F-1, present fairly, in all material respects, the
financial position of Aztec Technology Partners, Inc. ("Aztec") and its
subsidiaries at December 31, 1999 and 1998, and the results of their operations
and their cash flows for the year ended December 31, 1999, the thirty-five weeks
ended December 31, 1998 and the fiscal years ended April 25, 1998 and April 26,
1997, in conformity with accounting principles generally accepted in the United
States. In addition, in our opinion, the financial statement schedule listed in
the accompanying index on page F-1, presents fairly, in all material respects,
the information set forth therein when read in conjunction with the related
consolidated financial statements. These financial statements and financial
statement schedule are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements and
financial statement schedule based on our audits. We conducted our audits of
these statements in accordance with auditing standards generally accepted in the
United States, 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.

PricewaterhouseCoopers LLP
Boston, Massachusetts
March 30, 2000

                                      F-2
<PAGE>
                        AZTEC TECHNOLOGY PARTNERS, INC.

                           CONSOLIDATED BALANCE SHEET

                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                              DECEMBER 31,   DECEMBER 31,
                                                                  1999           1998
                                                              ------------   ------------
<S>                                                           <C>            <C>
                                         ASSETS
Current assets:
  Cash and cash equivalents.................................    $  4,550       $  8,763
  Accounts receivable, less allowance for doubtful accounts
    of $5,679 and $2,610, respectively......................      65,481         74,138
  Inventories...............................................      10,685         11,323
  Unbilled percentage of completion revenues................       4,730          5,922
  Other receivable..........................................                     10,550
  Prepaid expenses and other current assets.................      11,289          7,768
  Deferred income taxes.....................................       5,432          2,464
                                                                --------       --------
    Total current assets....................................     102,167        120,928

Property and equipment, net.................................      10,386          7,603
Intangibles, net............................................      55,760        129,792
Deferred income taxes.......................................       2,476
Other assets................................................       1,908          2,196
                                                                --------       --------
    Total assets............................................    $172,697       $260,519
                                                                ========       ========
                          LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current maturities of long-term debt......................    $    166       $    216
  Accounts payable..........................................      34,538         43,937
  Accrued compensation......................................       6,570          5,791
  Deferred revenue..........................................      10,140          4,732
  Other accrued liabilities.................................      10,847          7,821
                                                                --------       --------
    Total current liabilities...............................      62,261         62,497

Long-term debt..............................................      74,544         90,218
Deferred income taxes.......................................                        141
Other long-term liabilities.................................       1,956            697
                                                                --------       --------
    Total liabilities.......................................     138,761        153,553
                                                                --------       --------

Commitments and contingencies--Note 10
Stockholders' equity:
  Preferred stock $.001 par value; 1,000,000 shares
    authorized, no shares issued and outstanding............
  Common stock $.001 par value; 150,000,000 shares
    authorized, 22,428,837 and 22,017,759 shares issued and
    outstanding, respectively...............................          22             22
  Additional paid-in capital................................      94,354         93,584
  Retained earnings (deficit)...............................     (60,440)        13,360
                                                                --------       --------
    Total stockholders' equity..............................      33,936        106,966
                                                                --------       --------
    Total liabilities and stockholders' equity..............    $172,697       $260,519
                                                                ========       ========
</TABLE>

          See accompanying notes to consolidated financial statements.

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

                      CONSOLIDATED STATEMENT OF OPERATIONS

                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                 35 WEEKS
                                                              FROM APRIL 26,    FOR THE FISCAL YEAR ENDED
                                                YEAR ENDED       1998 TO       ---------------------------
                                               DECEMBER 31,    DECEMBER 31,    APRIL 25,         APRIL 26,
                                                   1999            1998          1998              1997
                                               ------------   --------------   ---------         ---------
<S>                                            <C>            <C>              <C>               <C>
Revenues:
  Products...................................    $196,790        $120,949      $116,998          $ 97,253
  Services...................................     164,838         108,407        91,343            39,025
                                                 --------        --------      --------          --------
    Total revenues...........................     361,628         229,356       208,341           136,278
                                                 --------        --------      --------          --------

Cost of revenues:
  Products...................................     173,553         104,964       100,137            85,506
  Services...................................     109,924          69,815        58,180            16,623
                                                 --------        --------      --------          --------
    Total cost of revenues...................     283,477         174,779       158,317           102,129
                                                 --------        --------      --------          --------

    Gross profit.............................      78,151          54,577        50,024            34,149

Selling, general and administrative
  expenses...................................      71,725          37,885        35,185            21,525
Amortization of intangibles..................       4,828           2,389           840
Strategic restructuring costs................       3,643           4,330         1,750
Non-recurring acquisition costs..............                                                       2,274
Write-off of goodwill........................      69,123
                                                 --------        --------      --------          --------
    Operating income (loss)..................     (71,168)          9,973        12,249            10,350

Other expense (income):
  Interest expense...........................       6,930           2,662           807               324
  Interest income............................        (183)           (172)         (785)             (168)
  Other......................................        (288)           (186)          (44)              (53)
                                                 --------        --------      --------          --------

Income (loss) before provision for (benefit
  from) income taxes.........................     (77,627)          7,669        12,271            10,247
Income tax provision (benefit)...............      (3,827)          3,512         5,797             3,524
                                                 --------        --------      --------          --------
Net income (loss)............................    $(73,800)       $  4,157      $  6,474          $  6,723
                                                 ========        ========      ========          ========

Weighted-average shares outstanding:
  Basic......................................      22,107          22,839        23,911            18,005
  Diluted....................................      22,107          22,974        24,385            18,352

Per share amounts:
  Basic......................................    $  (3.34)       $   0.18      $   0.27          $   0.37
                                                 ========        ========      ========          ========
  Diluted....................................    $  (3.34)       $   0.18      $   0.27          $   0.37
                                                 ========        ========      ========          ========
</TABLE>

          See accompanying notes to consolidated financial statements.

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

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                       ADDITIONAL                RETAINED        TOTAL
                                             COMMON     PAID-IN     DIVISIONAL   EARNINGS    STOCKHOLDERS'
                                             STOCK      CAPITAL       EQUITY     (DEFICIT)      EQUITY
                                            --------   ----------   ----------   ---------   -------------
<S>                                         <C>        <C>          <C>          <C>         <C>
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 declared and paid........                                         (5,594)       (5,594)
  Net income..............................                                          6,723         6,723
                                              ---        -------     --------    --------      --------
Balance at April 26, 1997.................                              8,897       2,729        11,626
  Issuance of U.S. Office Products common
    stock in conjunction with
    acquisitions..........................                             71,921                    71,921
  Capital contribution by U.S. Office
    Products..............................                             15,298                    15,298
  Net income..............................                                          6,474         6,474
                                              ---        -------     --------    --------      --------
Balance at April 25, 1998.................                             96,116       9,203       105,319
  Reduction of capital contribution by
    U.S. Office Products..................                             (2,510)                   (2,510)
  Spin-off from U.S. Office Products......     22         93,584      (93,606)
  Net income..............................                                          4,157         4,157
                                              ---        -------     --------    --------      --------
Balance at December 31, 1998..............     22         93,584                   13,360       106,966
  Shares issued under stock option and
  purchase plans..........................                   770                                    770
  Net (loss)..............................                                        (73,800)      (73,800)
                                              ---        -------     --------    --------      --------
Balance at December 31, 1999..............    $22        $94,354     $           $(60,440)     $ 33,936
                                              ===        =======     ========    ========      ========
</TABLE>

          See accompanying notes to consolidated financial statements.

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

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                             35 WEEKS FROM    FOR THE FISCAL YEAR
                                                                               APRIL 26,             ENDED
                                                               YEAR ENDED       1998 TO      ---------------------
                                                              DECEMBER 31,   DECEMBER 31,    APRIL 25,   APRIL 26,
                                                                  1999           1998          1998        1997
                                                              ------------   -------------   ---------   ---------
<S>                                                           <C>            <C>             <C>         <C>
Cash flows from operating activities:
  Net income (loss).........................................    $(73,800)       $ 4,157       $ 6,474     $ 6,723
Adjustments to reconcile net income (loss) to net cash
  provided by (used in) operating activities:
  Depreciation and amortization expense.....................       7,100          3,535         1,992         541
  Amortization of debt issuance costs.......................         421            172
  Non-recurring acquisition costs...........................                                                2,274
  Deferred income taxes.....................................      (5,585)        (1,122)          123         645
  Stock option tender offer.................................                      1,774
  Write-off of Solutions ETC purchase.......................                        320
  Write-off of goodwill.....................................      69,123
  Changes in current assets and liabilities (net of assets
    acquired and liabilities assumed in business
    combinations accounted for under the purchase method):
      Accounts receivable...................................       8,657        (18,815)      (10,125)     (2,376)
      Inventories...........................................         638         (1,777)          964         547
      Other recievable......................................      10,550        (10,550)
      Prepaid expenses and other............................      (2,252)        (4,440)           (7)     (3,120)
      Accounts payable......................................      (9,399)        26,996        (4,074)        997
      Accrued liabilities...................................      10,472          3,864        (2,230)         20
                                                                --------        -------       -------     -------
  Net cash provided by (used in) operating activities.......      15,925          4,114        (6,883)      6,251
                                                                --------        -------       -------     -------
Cash flows from investing activities:
  Cash (paid) received in acquisitions......................          81        (73,379)          182
  Additions to property and equipment.......................      (5,055)        (2,644)       (2,599)       (949)
  Payments of non-recurring acquisition costs...............                                     (460)     (1,814)
  Deposits..................................................                                               (1,151)
                                                                --------        -------       -------     -------
    Net cash used in investing activities...................      (4,974)       (76,023)       (2,877)     (3,914)
                                                                --------        -------       -------     -------
Cash flows from financing activities:
  Proceeds from (payments of) short-term debt, net..........                       (654)       (2,332)     (5,504)
  Proceeds from issuance of long-term debt..................                     89,900                       305
  Payments of long-term debt................................     (15,724)           (78)       (1,834)       (937)
  Deferred debt issuance costs..............................        (210)        (1,800)
  Proceeds from issuance of common stock....................         770
  Payments of dividends at pooled companies.................                                   (1,320)     (4,274)
  (Payments to) advances from U.S. Office Products..........                     (4,388)          818       3,570
  (Reduction) increase of capital contribution by U.S.
    Office Products.........................................                     (4,284)       15,298
                                                                --------        -------       -------     -------
    Net cash (used in) provided by financing activities.....     (15,164)        78,696        10,630      (6,840)
                                                                --------        -------       -------     -------
Net increase (decrease) in cash and cash equivalents........      (4,213)         6,787           870      (4,503)
Cash and cash equivalents at beginning of period............       8,763          1,976         1,106       5,609
                                                                --------        -------       -------     -------
Cash and cash equivalents at end of period..................    $  4,550        $ 8,763       $ 1,976     $ 1,106
                                                                ========        =======       =======     =======
</TABLE>

          See accompanying notes to consolidated financial statements.

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

                CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                       35 WEEKS
                                                                         FROM         FOR THE FISCAL YEAR
                                                                    APRIL 26, 1998           ENDED
                                                      YEAR ENDED          TO         ---------------------
                                                     DECEMBER 31,    DECEMBER 31,    APRIL 25,   APRIL 26,
                                                         1999            1998          1998        1997
                                                     ------------   --------------   ---------   ---------
<S>                                                  <C>            <C>              <C>         <C>
Supplemental disclosures of cash flow information:
  Interest paid....................................     $5,965          $2,133        $  759      $  282
  Income taxes paid................................     $3,398          $5,136        $9,305      $2,460
</TABLE>

    The Company utilized its Credit Facility and issued common stock in
connection with certain business combinations during the thirty-five weeks ended
December 31, 1998 and the fiscal year ended April 25, 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>
                                                                35 WEEKS FROM     FOR THE FISCAL
                                                              APRIL 26, 1998 TO     YEAR ENDED
                                                                DECEMBER 31,        APRIL 25,
                                                                    1998               1998
                                                              -----------------   --------------
<S>                                                           <C>                 <C>
Accounts receivable.........................................       $ 6,399            $16,457
Inventories.................................................           103              6,503
Prepaid expenses and other current assets...................           100              2,608
Property and equipment......................................           147              2,347
Intangibles.................................................        68,672             64,668
Other assets................................................           627                174
Short-term debt.............................................          (654)            (2,332)
Accounts payable............................................          (561)            (8,651)
Accrued liabilities.........................................        (1,454)            (7,832)
Long-term debt..............................................                           (2,203)
                                                                   -------            -------
  Net assets acquired.......................................       $73,379            $71,739
                                                                   =======            =======
The acquisitions were funded as follows:
  Long-term debt............................................       $73,816            $
  Common stock..............................................                           71,921
  Cash received.............................................          (437)              (182)
                                                                   -------            -------
    Total...................................................       $73,379            $71,739
                                                                   =======            =======
</TABLE>

          See accompanying notes to consolidated financial statements.

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             (DOLLARS IN THOUSANDS)

NOTE 1--BACKGROUND

    Aztec Technology Partners, Inc. (the "Company") is a total provider of
e-Solutions for businesses, helping clients exploit Internet, intranet and
extranet technologies for a competitive advantage. The Company provides a broad
range of services principally in the Northeast region of the United States and,
to a lesser extent, in other regions of the United States.

    On March 30, 2000, the Company's credit facility was amended to waive
noncompliance with certain debt covenants, modify the maturity date and reflect
other changes described further in Note 7. Based on this amendment and other
operating assumptions, management concluded that the Company has sufficient cash
flow to operate at least through December 31, 2000. The Company is currently
considering the sale of certain subsidiaries (see Note 6) and other actions as
part of its strategy to enhance shareholder value. The amended credit facility
requires that certain proceeds from these activities must be used to pay down
debt. To the extent that cash flow derived by the Company from a subsidiary
which could be disposed of and, therefore, would no longer be controlled by the
Company, exceeds the decrease in interest payments resulting from reduced debt,
cash flow could be negatively impaired. However, proceeds derived by the Company
as a result of these actions in excess of required debt pay downs can provide
additional cash to fund operations. The Company will consider the impact of
these actions on cash flow, including the need to raise additional funding,
curtail expenditures or other activities, as the actions are finalized.

    The Company is a Delaware Corporation which was a wholly-owned subsidiary of
U.S. Office Products Company ("U.S. Office Products") prior to the Company's
spin-off from U.S. Office Products on June 9, 1998. This transaction was
effected through the distribution of shares of the Company to U.S. Office
Products shareholders (the "Distribution"). Prior to the Distribution, U.S.
Office Products contributed 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 also entered into a number
of agreements to facilitate the Distribution and the transition of the Company
to an independent business enterprise (see Note 10). At the date of the
Distribution, U.S. Office Products allocated $5,000 in debt to the Company which
was paid upon the completion of the Distribution.

    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. The
Company made eight acquisitions accounted for under the purchase method during
the period from September 1997 to October 1998 (the "Purchase Companies"). The
results of these acquisitions have been included in the Company's results from
their respective dates of acquisition.

NOTE 2--BASIS OF PRESENTATION

    For periods prior to the spin-off from U.S. Office Products on June 9, 1998,
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 transferred to the
Company prior to the Distribution were included in the Company's separate
consolidated balance sheet. The Company's statement of operations includes all
of the related costs of doing

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                             (DOLLARS IN THOUSANDS)

NOTE 2--BASIS OF PRESENTATION (CONTINUED)
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 used a centralized approach to cash management and the
financing of its operations. As a result, no cash and cash equivalents and
$5,000 of debt were allocated to the Company at the time of the Distribution.
The consolidated statement of operations includes an allocation of interest
expense on all debt allocated to the Company. See Note 7 for further discussion
of interest expense.

NOTE 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 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.

CHANGES IN FISCAL YEAR

    Prior to their respective dates of acquisition by U.S. Office Products, the
Pooled Companies reported results on years ending March 31 and December 31. Upon
acquisition by U.S. Office Products and effective for the fiscal year ended
April 26, 1997, the Pooled Companies changed their year-ends from March 31 and
December 31 to conform to U.S. Office Products' fiscal year, which ended on the
last Saturday in April. On June 30, 1998, after the spin-off from U.S. Office
Products, the Board of Directors of the Company voted to change the Company's
fiscal year end from the last Saturday in April, to December 31.

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                             (DOLLARS IN THOUSANDS)

NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    The following table sets forth the results for the transition period for the
thirty-five weeks ended December 31, 1998 and the unaudited results for the
thirty-five weeks ended December 31, 1997, the prior period comparable to the
transition period.

<TABLE>
<CAPTION>
                                                   35 WEEKS FROM       35 WEEKS FROM
                                                 APRIL 26, 1998 TO   APRIL 27, 1997 TO
                                                   DECEMBER 31,        DECEMBER 31,
                                                      1998(1)              1997
                                                 -----------------   -----------------
                                                                        (UNAUDITED)
<S>                                              <C>                 <C>
Revenues:
  Products.....................................       $120,949            $ 80,270
  Services.....................................        108,407              41,916
                                                      --------            --------
      Total revenues...........................        229,356             122,186
                                                      --------            --------
Cost of revenues:
  Products.....................................        104,964              67,952
  Services.....................................         69,815              24,019
                                                      --------            --------
      Total cost of revenues...................        174,779              91,971
                                                      --------            --------
      Gross profit.............................       $ 54,577            $ 30,215
                                                      ========            ========
  Operating income.............................       $  9,973            $  9,774
                                                      ========            ========
  Net income...................................       $  4,157            $  5,571
                                                      ========            ========
Per share amounts:
  Basic........................................       $   0.18            $   0.25
                                                      ========            ========
  Diluted......................................       $   0.18            $   0.24
                                                      ========            ========
</TABLE>

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

(1) Results for the thirty-five weeks from April 26, 1998 to December 31, 1998
    include strategic restructuring costs of $4,330.

DEFINITION OF FISCAL YEAR

    As used in these consolidated financial statements and related notes to
consolidated financial statements, the "thirty-five weeks ended December 31,
1998", "fiscal 1998" and "fiscal 1997", refer to the Company's transition period
from April 26, 1998 to December 31, 1998 and the fiscal years ended April 25,
1998 and April 26, 1997, respectively.

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.

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                             (DOLLARS IN THOUSANDS)

NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 generally 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 are 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 AND OTHER INTANGIBLES

    Goodwill represents the excess of the cost of acquired businesses over the
fair market value of their net tangible and identified intangible assets.
Goodwill is amortized on a straight line basis over estimated useful lives of
15-40 years and identified intangible assets are amortized on a straight line
basis generally over four years.

    The carrying amounts of intangible assets and goodwill are reviewed if facts
and circumstances suggest that these amounts may be impaired. If this review
indicates that the carrying amounts of intangible assets and goodwill will not
be recoverable, as determined by comparing anticipated undiscounted cash flows
of the entity to the net book value, the carrying amounts of the intangible
assets and goodwill are reduced to fair value in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment
of Long-Lived Assets to Be Disposed Of".

    For assets classified as assets to be held and used in the business under
SFAS 121, if impairment exists, the assets are written down to fair value and
continue to be amortized over the expected useful life. Subsequent increases in
fair value of the assets are not recognized in the financial statements. For
assets classified as assets to be disposed of under SFAS 121, if impairment
exists, the assets are written down to fair value and recognition of
amortization ceases. Subsequent decreases or increases in fair value (up to the
carrying value prior to the impairment) are recognized in the financial
statements.

FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                             (DOLLARS IN THOUSANDS)

NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES

    Deferred tax liabilities and assets are determined based on the differences
between the financial statement basis and tax basis of assets and liabilities,
using enacted tax rates in effect for the year in which the differences are
expected to reverse. A valuation allowance is also required against net deferred
tax assets if based upon the available evidence it is more likely than not that
some or all of the deferred tax assets will not be realized.

    As a division of U.S. Office Products, the Company did not file separate
federal income tax returns but rather was 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 for periods
prior to June 9, 1998, 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 receivables 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. Revenues
related to fixed-price contracts which include both product and service
components are recorded as service revenues.

    Service revenues from consulting, installation and maintenance is recognized
ratably over the contract 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.

ADVERTISING COSTS

    The Company expenses advertising costs when the advertisement occurs.
Advertising costs are included in the consolidated statement of operations as a
component of selling, general and administrative expenses. Advertising expense
for the year ended December 31, 1999, thirty-five weeks ended December 31, 1998,
and fiscal years 1998 and 1997 was $2,103, $710, $1,666 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 operations as a credit

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                             (DOLLARS IN THOUSANDS)

NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
to the corresponding selling, general and administrative expenses. Co-op funds
for the year ended December 31, 1999, thirty-five weeks ended December 31, 1998,
and fiscal years 1998 and 1997 were $2,484, $2,011, $1,812 and $1,453,
respectively.

NON-RECURRING ACQUISITION COSTS

    For fiscal 1997, 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, various regulatory fees and recognition of transaction related
obligations. Generally accepted accounting principles require the Company to
expense all acquisition costs (both those paid by the Company and those paid by
the sellers of the acquired companies) related to business combinations
accounted for under the pooling-of-interests method.

NET INCOME (LOSS) PER SHARE

    Net income (loss) per share is calculated in accordance with the Statement
of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share".

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 issued 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 represent the historical share data for
U.S. Office Products for the period or as of the date indicated, and has been
retroactively adjusted to give effect to the one for five distribution ratio.

NOTE 4--BUSINESS COMBINATIONS

POOLING-OF-INTERESTS METHOD

    In fiscal 1997, the Company issued 955,151 shares of 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....................................     181,315
Digital Network Associates, Inc.............................     152,389
Fortran Corp................................................     330,000
Office Equipment Service, Inc...............................     132,331
Professional Computer Solutions, Inc........................     159,116
                                                                 -------
  Total shares issued.......................................     955,151
                                                                 =======
</TABLE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                             (DOLLARS IN THOUSANDS)

NOTE 4--BUSINESS COMBINATIONS (CONTINUED)
    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 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.

    The following presents the separate results, for fiscal 1997, 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>
  Revenues..................................     $ 57,656      $ 78,622    $136,278
  Net Income................................     $  2,109      $  4,614    $  6,723
</TABLE>

PURCHASE METHOD

    During the thirty-five weeks ended December 31, 1998, the Company made three
acquisitions accounted for under the purchase method for an aggregate purchase
price of $73,379, net of cash acquired of $437, financed principally through its
Credit Facility (see Note 7). The total assets related to these acquisitions
were $76,048, including intangible assets of $68,672.

    During fiscal 1998, the Company made five acquisitions accounted for under
the purchase method for an aggregate purchase price of $71,739, consisting of
651,021 shares of common stock with a market value of $71,921, net of $182 of
cash acquired. The total assets related to these acquisitions were $92,757,
including intangible assets of $64,668.

    The results of these acquisitions have been included in the Company's
results from their respective dates of acquisition.

    The following presents the unaudited pro forma financial data of the Company
for the thirty-five weeks ended December 31, 1998, and fiscal 1998 and 1997 and
includes the Company's consolidated financial statements and the results of the
Purchased Companies as if all such purchase acquisitions had been made at the
beginning of each period presented. The results presented below include certain
pro forma adjustments to reflect the amortization of intangible assets,
adjustments in executive compensation and interest expense:

<TABLE>
<CAPTION>
                                         35 WEEKS ENDED
                                        DECEMBER 31, 1998   FISCAL 1998   FISCAL 1997
                                        -----------------   -----------   -----------
                                           (UNAUDITED)      (UNAUDITED)   (UNAUDITED)
<S>                                     <C>                 <C>           <C>
Revenues..............................      $240,125          $301,509      $259,080
Net income............................         4,173            10,041         6,916
Per Share amounts:
  Basic...............................          0.18              0.46          0.31
  Diluted.............................          0.18              0.45          0.31
</TABLE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                             (DOLLARS IN THOUSANDS)

NOTE 4--BUSINESS COMBINATIONS (CONTINUED)
    The unaudited pro forma results of operation 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 each period presented
or the results which may occur in the future.

NOTE 5--PROPERTY AND EQUIPMENT

    Property and equipment consists of the following:

<TABLE>
<CAPTION>
                                                      DECEMBER 31,   DECEMBER 31,
                                                          1999           1998
                                                      ------------   ------------
<S>                                                   <C>            <C>
Land................................................     $   143        $   143
Buildings...........................................         374            374
Furniture, fixtures and equipment...................      15,778         10,837
Leasehold improvements..............................         719            605
                                                         -------        -------
  Total property and equipment......................      17,014         11,959
Less: Accumulated depreciation and amortization.....      (6,628)        (4,356)
                                                         -------        -------
  Net property and equipment........................     $10,386        $ 7,603
                                                         =======        =======
</TABLE>

    Depreciation expense for the year ended December 31, 1999, the thirty-five
weeks ended December 31, 1998 and fiscal years 1998 and 1997 was $2,272, $1,146,
$1,152 and $541, respectively.

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                             (DOLLARS IN THOUSANDS)

NOTE 6--INTANGIBLE ASSETS

    Intangible assets consist of the following:

<TABLE>
<CAPTION>
                                                      DECEMBER 31,   DECEMBER 31,
                                                          1999           1998
                                                      ------------   ------------
<S>                                                   <C>            <C>
Goodwill............................................     $62,241       $131,445
Other intangible assets.............................       1,576          1,576
Less: Accumulated amortization......................      (8,057)        (3,229)
                                                         -------       --------
Intangibles, net....................................     $55,760       $129,792
                                                         =======       ========
</TABLE>

    During the fourth quarter of 1999, goodwill in the amount of $27.4 million
was expensed in connection with the Company's planned divestitures by the end of
2000 of its subsidiaries involved in voice and data, activities for which
goodwill was expensed are included in the Northeast Telephony and West business
segments. The carrying amount of the subsidiaries written down to fair value was
approximately $33.0 million as of December 31, 1999.

    During the third quarter of 1999, goodwill in the amount of $35 million was
expensed due to significant anticipated operating cash flow decreases in one of
the Company's subsidiaries included in the Other business segment.

    During the third quarter of 1999, goodwill in the amount of $6.7 million was
expensed in connection with a strategic restructuring plan that included the
decision to close one of the Company's subsidiaries, located in Ohio, as well as
significant staff reductions at a Connecticut based subsidiary. These
subsidiaries are included in the Other and Tri-State business segments,
respectively.

    The charges have been reflected in the consolidated statement of operations
as "Write-off of goodwill". The charges represent the amount necessary to
decrease the carrying values of goodwill to the Company's best estimate of those
businesses' future discounted cash flows using the methodology described in
Note 3.

    Amortization expense for the year ended December 31, 1999, thirty-five weeks
ended December 31, 1998 and fiscal 1998 was $4,828, $2,389 and $840,
respectively. There was no amortization expense for fiscal year 1997.

NOTE 7--CREDIT FACILITIES

LONG-TERM DEBT

    Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                                      DECEMBER 31,   DECEMBER 31,
                                                          1999           1998
                                                      ------------   ------------
<S>                                                   <C>            <C>
Credit Facility.....................................     $74,300        $89,900
Other long-term debt, including capital lease
  obligations and notes payable, secured by certain
  assets of the Company.............................         410            534
                                                         -------        -------
                                                          74,710         90,434
Less: Current maturities of long-term debt..........        (166)          (216)
                                                         -------        -------
    Total long-term debt............................     $74,544        $90,218
                                                         =======        =======
</TABLE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                             (DOLLARS IN THOUSANDS)

NOTE 7--CREDIT FACILITIES (CONTINUED)
MATURITIES OF LONG-TERM DEBT

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

<TABLE>
<S>                                                           <C>
2000........................................................  $   166
2001........................................................   74,442
2002........................................................       58
2003........................................................       38
2004........................................................        6
                                                              -------
    Total maturities of long-term debt......................  $74,710
                                                              =======
</TABLE>

    The Company entered into a $140 million Credit Facility with its bank
lenders on July 27, 1998. The agreement provided that up to $15 million of the
Credit Facility may be used for working capital and other general corporate
purposes and up to $125 million may be used to fund permitted acquisitions. The
Credit Facility had an original maturity of July 27, 2003.

    As of September 30, 1999, the Company was in noncompliance with a certain
financial covenant. Effective September 30, 1999, the Company entered into an
amendment to its Credit Facility whereby it received a waiver of noncompliance
for the third quarter of 1999. In addition, the amendment reduced the maximum
amount the Company may borrow to fund permitted acquisitions from $125 million
to $69.3 million and increased interest rates on outstanding borrowings.

    As of December 31, 1999, Aztec was in noncompliance with certain financial
covenants under the facility. On March 30, 2000, Aztec and its bank lenders
further amended the facility to provide Aztec with a waiver of noncompliance for
the fourth quarter of 1999. The amendment modifies the maturity date on the
Credit Facility from July 27, 2003 to April 30, 2001. Further, the amendment has
provisions for certain levels of loan reductions during 2000, which failure to
achieve will result in additional interest charges and potential grants to its
bank lenders of warrants to purchase shares of common stock of the Company. The
Credit Facility and its obligations are secured by all of the Company's assets.
The Credit Facility provides for interest rate options to the Company at rates
which approximate prime or LIBOR, and in both cases, plus an applicable margin.
The weighted average interest rate for the year ended December 31, 1999
approximated 8.14% and the weighted average interest rate from inception of the
Credit Facility to December 31, 1998 approximated 6.96%. The Credit Facility,
calls for a commitment fee of 0.50%, payable quarterly, in arrears, based on the
average daily unused portion. In addition, the Company incurred $1,800 of costs
associated with the issuance of the Credit Facility an additional $210 with the
amendment of September 30, 1999 and an additional $843 with the amendment of
March 30, 2000, which are being amortized over the term of the agreement and
which are included in interest expense. The amount of amortization for the year
ended December 31, 1999, was $421. As of December 31, 1999, the total
outstanding amount under the Credit Facility was $74,300, comprised of $5,000
for working capital purposes and $69,300 for permitted acquisitions.

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. An
analysis of the activity in this account is as follows:

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                             (DOLLARS IN THOUSANDS)

NOTE 7--CREDIT FACILITIES (CONTINUED)
<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
    Payments of long-term debt of Purchased Companies upon
      acquisition...........................................     1,159
    Payments of acquisition costs...........................     2,501
    Allocated corporate expenses............................     1,758
    Operating costs paid by U.S. Office Products............     2,009
    Income taxes paid by U.S. Office Products...............     7,473
    Capital contribution by U.S. Office Products............   (15,298)
                                                              --------
Balance at April 25, 1998...................................     4,388
    USOP stock option tender offer..........................     1,774
    Operating costs paid by U.S. Office Products............       662
    U.S. Office Products Cash Management....................    (4,946)
    Reduction of capital contribution by U.S. Office
      Products..............................................     2,510
    Payment to U.S. Office Products for allocated debt......    (4,388)
                                                              --------
Balance at December 31, 1998................................  $
                                                              ========
</TABLE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                             (DOLLARS IN THOUSANDS)

NOTE 7--CREDIT FACILITIES (CONTINUED)
    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'
weighted average interest rate during such period.

    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 involved daily advances or
sweeps of cash to keep the cash balance at or near zero on a daily basis. The
Company earned interest based upon the average outstanding receivable from U.S.
Office Products at the weighted average interest rate of U.S. Office Products in
effect during the periods.

    The Company's financial statements include allocations of net interest
expense from U.S. Office Products totaling $7, $8 and $130 for the thirty-five
weeks ended December 31, 1998, fiscal year 1998 and fiscal year 1997,
respectively.

    The Distribution Agreement allocated $5,000 of U.S. Office Products' debt
outstanding under its credit facilities to the Company and required the Company,
prior to the Distribution, to obtain credit facilities, to borrow funds under
such facilities and to use the proceeds of such borrowings to pay off the U.S.
Office Products' debt so allocated. Prior to the Distribution, the Company
entered into the Credit Facility and at the time of the Distribution borrowed
$5,000 under the facility to pay off debt of U.S. Office Products.

NOTE 8--INCOME TAXES

    The provision for (benefit from) income taxes consists of:

<TABLE>
<CAPTION>
                                                                   FOR THE FISCAL YEAR
                                                     35                   ENDED
                                  YEAR ENDED    WEEKS ENDED    ---------------------------
                                 DECEMBER 31,   DECEMBER 31,   APRIL 25,         APRIL 26,
                                     1999           1998         1998              1997
                                 ------------   ------------   ---------         ---------
<S>                              <C>            <C>            <C>               <C>
Income taxes currently payable:
  Federal......................     $   480        $3,611       $4,484            $2,102
  State........................       1,278         1,023        1,190               777
                                    -------        ------       ------            ------
                                      1,758         4,634        5,674             2,879
                                    -------        ------       ------            ------
Deferred income tax (benefit)
  expense......................      (5,585)       (1,122)         123               645
                                    -------        ------       ------            ------
    Total provision for
      (benefit from) income
      taxes....................     $(3,827)       $3,512       $5,797            $3,524
                                    =======        ======       ======            ======
</TABLE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                             (DOLLARS IN THOUSANDS)

NOTE 8--INCOME TAXES (CONTINUED)

    Deferred taxes are comprised of the following:

<TABLE>
<CAPTION>
                                                      DECEMBER 31,   DECEMBER 31,
                                                          1999           1998
                                                      ------------   ------------
<S>                                                   <C>            <C>
Deferred tax assets:
  Intangibles.......................................    $ 13,354       $
  Inventory.........................................         540            381
  Allowance for doubtful accounts...................       2,271            729
  Accrued liabilities...............................       1,981          1,354
  Deferred compensation.............................         725
  State NOL carryforward............................         643
  Other.............................................         812             35
                                                        --------       --------
    Deferred tax assets before valuation
      allowance.....................................      20,326          2,499
                                                        --------       --------

  Valuation allowance...............................      (2,441)

Deferred tax liabilities:
  Intangibles.......................................      (9,970)          (176)
  Other.............................................          (7)
                                                        --------       --------
    Deferred tax liabilities........................      (9,977)          (176)
                                                        --------       --------

    Net deferred tax asset..........................    $  7,908       $  2,323
                                                        ========       ========
</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
                                                         35                ENDED
                                      YEAR ENDED    WEEKS ENDED    ---------------------
                                     DECEMBER 31,   DECEMBER 31,   APRIL 25,   APRIL 26,
                                         1999           1998         1998        1997
                                     ------------   ------------   ---------   ---------
<S>                                  <C>            <C>            <C>         <C>
U.S. federal statutory rate........      (34.0)%        34.0%         35.0%       35.0%
State income taxes, net of federal
  income tax benefit...............       (2.8)          6.5           6.4         5.9
Subchapter S corporation income not
  subject to corporate level
  taxation.........................                                              (20.8)
Nondeductible goodwill.............       28.8           4.3           2.4
Nondeductible acquisition costs....                                    2.8         7.8
Valuation allowance................        3.1
Other..............................                      1.0           0.6         6.5
                                         -----         -----         -----       -----
Effective income tax rate..........       (4.9)%        45.8%         47.2%       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 individual
stockholders. Accordingly, the specific Pooled Companies provided no federal
income tax expense prior to their acquisitions by the Company.

    The valuation allowance relates to uncertainties surrounding the
recoverability of deferred tax assets. In assessing the realizability of
deferred assets, management considers whether it is more likely than not that
some or all of the deferred tax assets will not be realized. Ultimately
realization of deferred tax assets

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                             (DOLLARS IN THOUSANDS)

NOTE 8--INCOME TAXES (CONTINUED)
is dependent upon the generation of future taxable income during periods in
which benefits from net operating loss carryforwards are available and temporary
differences become deductible. The Company considers the scheduled reversal of
deferred tax liabilities, projected future taxable income and other matters in
making this assessment. As a result of its evaluation of these factors at
December 31, 1999, the Company recorded a valuation reserve of $2,441 related to
state net operating loss carryforwards and deferred state tax assets for certain
subsidiaries for which it is not more likely than not the asset will be
realized.

    The state net operating loss carryforward of approximately $10,940 begins to
expire in 2005. The utilization of state tax loss carryforwards may be subject
to limitations under Section 382 of the U.S. Internal Revenue Code.

NOTE 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>
2000........................................................    $163      $ 3,824
2001........................................................      95        2,919
2002........................................................      62        2,197
2003........................................................      43        1,929
2004........................................................       8        1,464
Thereafter..................................................       7          813
                                                                ----      =======
Total minimum lease payments................................     378      $13,146
                                                                ----      =======
Less: Amounts representing interest.........................      59
                                                                ====
Present value of net minimum lease payments.................    $319
                                                                ====
</TABLE>

    Rent expense for all operating leases for the year ended December 31, 1999,
thirty-five weeks ended December 31, 1998, and fiscal years 1998 and 1997 was
$3,793, $1,643, $999 and $871, respectively.

NOTE 10--COMMITMENTS AND CONTINGENCIES

LITIGATION

    On March 3, 1999, a lawsuit was filed against the Company, along with USOP
and Jonathan Ledecky, a director of Aztec, by Philip Arturi, former President of
Professional Network Services, Inc. ("PNS"), and Bruce Torello, a former PNS
employee. Arturi and Torello claim a total of $2 million in damages in
connection with the sale of their company to USOP in September, 1997. PNS was
one of the business units that was spun off from USOP as part of Aztec in
June 1998 and was a wholly-owned subsidiary of USOP prior to the spin-off. The
plaintiffs claim that USOP failed to disclose certain material facts during
USOP's acquisition of the business and that they were given assurances that they
would be compensated for damages from the drop in the value of the USOP stock
received in consideration for the sale of the Company. Some or all of the claims
may be subject to indemnification by the Company and the other spin-off
companies under the terms of the distribution agreement that was executed in
connection with

                                      F-21
<PAGE>
                        AZTEC TECHNOLOGY PARTNERS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                             (DOLLARS IN THOUSANDS)

NOTE 10--COMMITMENTS AND CONTINGENCIES (CONTINUED)
USOP's strategic restructuring plan. It is also possible that the Company could
seek indemnity from USOP for these claims.

    In connection with the acquisition of Aztec International, a Company
subsidiary, a lawsuit was filed in the United States District Court for the
District of Delaware in February 1999 against USOP, and James Claypoole and
Jonathan Ledecky as employees of USOP, by Jack Meehan, Fran Meehan, Christopher
Meehan, Beth Meehan, Gordon Tingets, Les Asher, Michael Dickens, and William
Durniak. A number of the plaintiffs are officers and directors of Aztec
International. Messrs. Claypoole and Ledecky are directors of Aztec. The lawsuit
alleges that USOP, (and Claypoole and Ledecky as its employees) failed to
disclose certain material facts during USOP's acquisition of the business. The
lawsuit further alleges that the plaintiffs were given assurances that they
would be compensated for damages resulting from a decrease in the value of
USOP's stock they received in connection with the sale. The plaintiffs claim
damages of $9.5 million. Some or all of the claims may be subject to
indemnification by the Company and the other spin-off companies under the terms
of the distribution agreement that was executed in connection with USOP's
strategic restructuring plan.

    The Company has not accrued a liability in connection with the above
litigation as the Company accrues contingent liabilities when it is probable
that future expenditures will be made and such expenditures can be reasonably
estimated. If the Company is unable to settle or obtain indemnification from
U.S. Office Products in connection with the above litigation, there could be a
material adverse effect on the Company.

POST-EMPLOYMENT 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 accrued at December 31, 1999 related
to these agreements, as no change of control has occurred or is probable.

DISTRIBUTION

    At the date of the distribution, the Company, U.S. Office Products and the
other Spin-Off Companies entered into the Distribution Agreement, the Tax
Allocation Agreement and the Employee Benefits Agreement, and the Spin-Off
Companies entered into the Tax Indemnification Agreement. These agreements
provided, 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 indemnify 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 allocated 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 each
spin-off company.

NOTE 11--EMPLOYEE BENEFIT PLANS

    Effective upon the Distribution, the Company implemented a 401(k) Retirement
Plan (the "401(k) Plan") which allows employee contributions in accordance with
Section 401(k) of the Internal Revenue

                                      F-22
<PAGE>
                        AZTEC TECHNOLOGY PARTNERS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                             (DOLLARS IN THOUSANDS)

NOTE 11--EMPLOYEE BENEFIT PLANS (CONTINUED)
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 year ended December 31, 1999,
thirty-five weeks ended December 31, 1998, and the fiscal years 1998 and 1997,
the subsidiaries incurred expenses totaling $115, $240, $429 and $390,
respectively, related to these plans.

NOTE 12--STOCKHOLDERS' EQUITY

EARNINGS PER SHARE

    The following information presents the Company's computations of basic and
diluted EPS from continuing operations for the periods presented in the
consolidated statement of operations (In thousands, except per share data):

<TABLE>
<CAPTION>
                                                              INCOME         SHARES
                                                            (NUMERATOR)   (DENOMINATOR)   PER SHARE
                                                            -----------   -------------   ---------
<S>                                                         <C>           <C>             <C>
YEAR ENDED DECEMBER 31, 1999:
Basic EPS.................................................    $(73,800)     22,106,534     $(3.34)
Effect of dilutive employee stock options.................
                                                              --------      ----------     ------
Diluted EPS...............................................    $(73,800)     22,106,534     $(3.34)
                                                              ========      ==========     ======

THIRTY-FIVE WEEKS ENDED DECEMBER 31, 1998:
Basic EPS.................................................    $  4,157      22,838,806     $ 0.18
Effect of dilutive employee stock options.................                     134,802
                                                              --------      ----------     ------
Diluted EPS...............................................    $  4,157      22,973,608     $ 0.18
                                                              ========      ==========     ======
FISCAL 1998:
Basic EPS.................................................    $  6,474      23,911,206     $ 0.27
Effect of dilutive employee stock options.................                     474,229
                                                              --------      ----------     ------
Diluted EPS...............................................    $  6,474      24,385,435     $ 0.27
                                                              ========      ==========     ======
FISCAL 1997:
Basic EPS.................................................    $  6,723      18,005,142     $ 0.37
Effect of dilutive employee stock options.................                     347,012
                                                              --------      ----------     ------
Diluted EPS...............................................    $  6,723      18,352,154     $ 0.37
                                                              ========      ==========     ======
</TABLE>

    Options to purchase approximately 116,261 shares of common stock were
excluded from the computation of diluted EPS for the year ended December 31,
1999 as their effect would be anti-dilutive.

CAPITAL CONTRIBUTION BY U.S. OFFICE PRODUCTS

    During the fiscal year ended April 25, 1998, U.S. Office Products
contributed $15,298 of capital to the Company. The contribution reflects the
forgiveness of intercompany debt by U.S. Office Products, as it was agreed that
the Company would be allocated only $5,000 of debt upon the Distribution. This
contribution to capital was reduced by $4.3 million to $11.0 million in the
thirty-five week period ended December 31,

                                      F-23
<PAGE>
                        AZTEC TECHNOLOGY PARTNERS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                             (DOLLARS IN THOUSANDS)

NOTE 12--STOCKHOLDERS' EQUITY (CONTINUED)
1998, due to cash paid to U.S. Office Products after April 25, 1998, as part of
U.S. Office Products' centralized cash management process.

EMPLOYEE STOCK PLANS

STOCK INCENTIVE PLAN

    The Company's 1998 Stock Incentive Plan (the "Stock Incentive Plan"),
provides for the granting of incentive stock options, non-qualified stock
options and other stock-based awards to employees and other individuals
performing services on behalf of the Company. The Compensation Committee (the
"Committee") appointed by the Board of Directors, has the authority to
administer the Stock Incentive Plan. The Committee determines the term of each
option, option price, number of shares for which each option is granted, whether
restrictions will be imposed on the shares subject to options and the rate at
which each option is exercisable. The exercise price for incentive stock options
granted may not be less than 100% of the fair market value per share of the
underlying common stock on the date granted (110% for options granted to holders
of more than 10% of the voting stock of the Company). The term of options
granted under the Stock Incentive Plan cannot exceed ten years (five years for
options granted to holders of more than 10% of the voting stock of the Company).
A maximum of 10 million shares of common stock are reserved for issuance in
accordance with the terms of the Stock Incentive Plan. At December 31, 1999,
4,018,810 shares were available for future grant.

    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 adopted the Stock Incentive Plan at
approximately the time of the Distribution. Upon the Distribution, the Company
replaced 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.

    In order to keep the option holders in the same economic position
immediately before and after the Distribution, the number of U.S. Office
Products' options held by Company personnel was multiplied by 1.4177 and the
exercise price of these options was divided by 1.4177 for purposes of the
replacement options. The vesting provisions and option period of the original
grants were not changed. All option data reflected below has been retroactively
restated to reflect the effects of the Distribution.

    On December 14, 1998, the Company exchanged 3,728,434 options with exercise
prices ranging from $5.00 to $17.61 per share for 1,918,140 options at a price
of $3.97 per share. Employees had the option not to exchange certain options
previously granted. The repriced options were subject to the same vesting
schedule as the previous options.

NON-EMPLOYEE DIRECTOR OPTION PLAN

    During 1998, the Company's Board of Directors approved a stock option plan
for the non-employee directors of the Company (the "Non-Employee Director Option
Plan"). Under the Non-Employee Director Option Plan, in consideration of their
first election to the Board of Directors, an eligible director receives an
option to purchase 25,000 shares of common stock and receives options to
purchase an additional 10,000 shares of common stock on the date of each
subsequent Annual Meeting of Stockholders of the Company, provided that they are
serving as a Director immediately following such Annual Meeting. In addition, in
consideration of their first appointment as chairperson of a Committee of the
Board of Directors, an eligible director receives an option to purchase 5,000
shares of common stock and receives

                                      F-24
<PAGE>
                        AZTEC TECHNOLOGY PARTNERS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                             (DOLLARS IN THOUSANDS)

NOTE 12--STOCKHOLDERS' EQUITY (CONTINUED)
options to purchase an additional 5,000 shares of common stock on the date of
each subsequent Annual Meeting of Stockholders of the Company, provided that
they are serving as chairperson of said Committee of the Board of Directors
immediately following such Annual Meeting. Options to purchase 155,000 shares of
common stock have been granted under this plan. A maximum of 300,000 shares of
common stock are reserved for issuance in accordance with the terms of the
Non-Employee Director Option Plan.

EMPLOYEE STOCK PURCHASE PLAN

    On June 7, 1998 the Company approved the 1998 Employee Stock Purchase Plan
(the "ESPP"). Under the plan, employees may purchase shares of common stock at
85% of the lower of the fair market value on the first or last day of each
six-month offering period. Employees may authorize the Company to withhold up to
15% of their compensation during any offering period, subject to certain
limitations. A maximum of 1,000,000 shares of common stock are reserved for
issuance in accordance with the terms of the ESPP. For the year ended
December 31, 1999, 180,228 shares were issued at $1.59 per share on June 30,
1999 and 199,006 shares were issued at $1.62 per share on December 31, 1999. At
December 31, 1999, 568,886 shares were available for future grant.

    The Company accounts for options issued in accordance with APB Opinion
No. 25. Accordingly, because exercise prices of the options 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 date of grant under the methodology prescribed
by SFAS No. 123, "Accounting for Stock-Based Compensation," the Company's net
income and net income per share would have been impacted as indicated in the
following table:

<TABLE>
<CAPTION>
                                                                    FOR THE FISCAL YEAR
                                                                           ENDED
                                   YEAR ENDED    35 WEEKS ENDED   ------------------------
                                  DECEMBER 31,    DECEMBER 31,    APRIL 25,      APRIL 26,
                                      1999            1998          1998           1997
                                  ------------   --------------   ---------      ---------
<S>                               <C>            <C>              <C>            <C>
Net Income (loss):
  As reported...................    $(73,800)        $4,157        $6,474         $6,723
  Pro forma.....................     (82,865)        (1,292)        5,364          6,615
Per share:
  As reported:
    Basic.......................    $  (3.34)        $ 0.18        $ 0.27         $ 0.37
    Diluted.....................    $  (3.34)        $ 0.18        $ 0.27         $ 0.37
Pro Forma:
    Basic.......................    $  (3.75)        $(0.06)       $ 0.22         $ 0.37
    Diluted.....................    $  (3.75)        $(0.06)       $ 0.22         $ 0.36
</TABLE>

                                      F-25
<PAGE>
                        AZTEC TECHNOLOGY PARTNERS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                             (DOLLARS IN THOUSANDS)

NOTE 12--STOCKHOLDERS' EQUITY (CONTINUED)
    The fair value of options granted (which is amortized, in the table above,
to expense over the option vesting period in determining the pro forma impact)
is estimated on the date of grant using the Black-Scholes option pricing model
with the following weighted average assumptions:

<TABLE>
<CAPTION>
                                                                            FOR THE FISCAL
                                                            35 WEEKS          YEAR ENDED
                                            YEAR ENDED       ENDED       ---------------------
                                           DECEMBER 31,   DECEMBER 31,   APRIL 25,   APRIL 26,
                                               1999           1998         1998        1997
                                           ------------   ------------   ---------   ---------
<S>                                        <C>            <C>            <C>         <C>
Expected life of option..................  6 years        6 years        7 years     7 years
Risk free interest rate..................  6.18%          5.00%          6.36%       6.66%
Expected volatility......................  80.0%          52.5%          44.1%       44.0%
</TABLE>

    The weighted-average fair value of options granted was $2.74, $2.99, $6.59
and $4.55 for the year ended December 31, 1999, thirty-five weeks ended
December 31, 1998, and fiscal 1998 and 1997, respectively.

    A summary of option transactions follows:

<TABLE>
<CAPTION>
                                                        WEIGHTED-AVERAGE     OPTIONS     WEIGHTED-AVERAGE
                                            OPTIONS      EXERCISE PRICE    EXERCISABLE    EXERCISE PRICE
                                           ----------   ----------------   -----------   ----------------
<S>                                        <C>          <C>                <C>           <C>
Balance at April 30, 1996
  Granted................................     928,032        $8.03
  Canceled...............................     (21,887)       11.30
                                           ----------        -----
Balance at April 26, 1997................     906,145         7.96            197,967          0.29
  Granted................................     681,351        12.22
  Exercised..............................    (116,734)        0.29
  Canceled...............................    (122,189)       10.19
                                           ----------        -----
Balance at April 25, 1998................   1,348,573        10.57            127,995          4.31
  Granted................................   7,422,264         6.36
  Canceled...............................  (4,145,137)       10.54
                                           ----------        -----
Balance at December 31, 1998.............   4,625,700        $4.36            152,060          8.28
  Granted................................   2,208,000         3.75
  Exercised..............................     (35,236)        2.96
  Canceled...............................    (697,510)        3.26
                                           ----------        -----
Balance at December 31, 1999.............   6,100,954         4.22          3,829,988          4.46
                                           ==========        =====
</TABLE>

    The following table summarizes information about stock options outstanding
at December 31, 1999:

<TABLE>
<CAPTION>
                                              WEIGHTED-AVERAGE                             OPTIONS EXERCISABLE
                                            REMAINING CONTRACTUAL                      ----------------------------
      RANGE OF EXERCISE                             LIFE            WEIGHTED-AVERAGE               WEIGHTED-AVERAGE
            PRICES               OPTIONS     OPTIONS OUTSTANDING     EXERCISE PRICE     OPTIONS     EXERCISE PRICE
------------------------------  ---------   ---------------------   ----------------   ---------   ----------------
<S>                             <C>         <C>                     <C>                <C>         <C>
$1.38-$ 4.00..................  3,749,596            7.8                  3.25         2,512,511         3.55
$4.50-$ 5.50..................  1,887,895            9.6                  4.59           954,956         4.63
$9.88-$ 16.00.................    463,463            7.7                 10.48           362,521        10.43
$1.38-$16.00..................  6,100,954            8.3                  4.22         3,829,988         4.46
</TABLE>

                                      F-26
<PAGE>
                        AZTEC TECHNOLOGY PARTNERS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                             (DOLLARS IN THOUSANDS)

NOTE 12--STOCKHOLDERS' EQUITY (CONTINUED)
    Non-qualified options granted to employees are generally exercisable
beginning one year from the date of grant in cumulative yearly amounts of 25% of
the shares under option and generally expire ten years from the date of grant.

    Under a services agreement entered into with Jonathan J. Ledecky ("the
Ledecky Services Agreement"), the Board of Directors of U.S. Office Products
agreed that Jonathan J. Ledecky receive a stock option for Company common stock
from the Company as of the date of the Distribution. The U.S. Office Products
Board intended 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
fair value option covered 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).

NOTE 13--STRATEGIC RESTRUCTURING COSTS

    For the year ended December 31, 1999, strategic restructuring costs
represent the costs to improve operational efficiencies and close non-profitable
operations. Costs included the closing of the Company's Canfield, Ohio location,
as well as significant staff reductions at certain of the Company's operating
locations. The Company recorded a strategic restructuring charge of $4,819 in
the third quarter which included severance costs for approximately seventy-five
employees, asset impairments, contractual commitments and other costs associated
with personnel reductions and facility closures, as well as $831 of inventory
write-offs which are included in cost of revenues. As of December 31, 1999, all
employee terminations under the plan had occurred.

    For the thirty-five weeks ended December 31, 1998, strategic restructuring
costs represent the costs incurred related to the Company's spin-off from U.S.
Office Products, including costs incurred related to the withdrawn initial
public offering, compensation related costs associated with U.S. Office Products
buy backs of certain employee options during its tender offer on June 1, 1998,
and the restructuring of its Northeast region resulting in the termination of
six employees.

    For Fiscal 1997, strategic restructuring costs represent the Company's
portion of the costs incurred by U.S. Office Products as a result of U.S. Office
Products' comprehensive restructuring plan including costs incurred related to
the Company's withdrawn initial public offering.

    The activity related to the Company's strategic restructuring liabilities is
below:

<TABLE>
<CAPTION>
                                                               THE YEAR ENDED DECEMBER 31, 1999
                                                ---------------------------------------------------------------
                                                  BALANCE                                            BALANCE
                                                DECEMBER 31,                                       DECEMBER 31,
                                                    1998       EXPENSE    UTILIZATION   REVERSAL       1999
                                                ------------   --------   -----------   --------   ------------
<S>                                             <C>            <C>        <C>           <C>        <C>
Work-force related............................    $            $ 2,695      $ 1,471     $            $  1,224
Depreciable assets............................                     190          190
Facilities....................................                     763           82                       681
Other.........................................                     340           70                       270
Work-force related--Northeast Region..........      1,596                     1,141         345           110
                                                  -------      -------      -------     -------      --------
                                                  $ 1,596      $ 3,988      $ 2,954     $   345      $  2,285
                                                  =======      =======      =======     =======      ========
</TABLE>

                                      F-27
<PAGE>
                        AZTEC TECHNOLOGY PARTNERS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                             (DOLLARS IN THOUSANDS)

NOTE 13--STRATEGIC RESTRUCTURING COSTS (CONTINUED)

<TABLE>
<CAPTION>
                                                             THIRTY-FIVE WEEKS ENDED DECEMBER 31, 1998
                                                    ------------------------------------------------------------
                                                     BALANCE                                          BALANCE
                                                    APRIL 25,                                       DECEMBER 31,
                                                      1998      EXPENSE    UTILIZATION   REVERSAL       1998
                                                    ---------   --------   -----------   --------   ------------
<S>                                                 <C>         <C>        <C>           <C>        <C>
Work-force related--Northeast region..............   $          $ 1,806      $   210     $            $  1,596
U.S. Office Products tender offer.................                1,774        1,774
U.S. Office Products strategic restructuring
  plan............................................     1,000                   1,000
Withdrawn IPO.....................................       750        750        1,500
                                                     -------    -------      -------     -------      --------
                                                     $ 1,750    $ 4,330      $ 4,484     $            $  1,596
                                                     =======    =======      =======     =======      ========
</TABLE>

<TABLE>
<CAPTION>
                                                                            FISCAL 1998
                                                    -----------------------------------------------------------
                                                     BALANCE                                          BALANCE
                                                    APRIL 26,                                        APRIL 25,
                                                      1997      EXPENSE    UTILIZATION   REVERSAL      1998
                                                    ---------   --------   -----------   --------   -----------
<S>                                                 <C>         <C>        <C>           <C>        <C>
U.S. Office Products strategic restructuring
  plan............................................   $          $ 1,000      $           $           $  1,000
Withdrawn IPO.....................................                  750                                   750
                                                     -------    -------      -------     -------     --------
                                                     $          $ 1,750      $           $           $  1,750
                                                     =======    =======      =======     =======     ========
</TABLE>

NOTE 14--QUARTERLY FINANCIAL DATA (UNADUITED)

   The following presents certain unaudited quarterly financial data for the
year ended December 31, 1999, thirty-five weeks ended December 31, 1998, and
fiscal years 1998 and 1997:

<TABLE>
<CAPTION>
                                                              YEAR ENDED DECEMBER 31, 1999
                                               ----------------------------------------------------------
                                                 FIRST        SECOND       THIRD       FOURTH     TOTAL
                                               ----------   ----------   ----------   --------   --------
                                               (RESTATED)   (RESTATED)   (RESTATED)
<S>                                            <C>          <C>          <C>          <C>        <C>
Revenues.....................................    $85,919      $94,766      $95,231    $85,712    $361,628
Gross profit.................................     18,519       21,555       20,227     17,850      78,151
Operating income (loss)......................      1,737        2,275      (46,500)   (28,680)    (71,168)
Net income (loss)............................        111          317      (33,087)   (41,141)    (73,800)

Per share amounts:
  Basic......................................    $  0.01      $  0.01      $ (1.49)   $ (1.85)   $  (3.34)
  Diluted....................................    $  0.01      $  0.01      $ (1.49)   $ (1.85)   $  (3.34)
</TABLE>

<TABLE>
<CAPTION>
                                                    THIRTY-FIVE WEEKS ENDED DECEMBER 31, 1998
                                             --------------------------------------------------------
                                             9 WEEKS ENDED   QUARTER ENDED   QUARTER ENDED
                                                JUNE 30      SEPTEMBER 30     DECEMBER 31     TOTAL
                                             -------------   -------------   -------------   --------
<S>                                          <C>             <C>             <C>             <C>
Revenues...................................     $50,708         $78,102         $100,546     $229,356
Gross profit...............................      12,367          19,405           22,805       54,577
Operating income...........................         411           5,860            3,702        9,973
Net income.................................         209           2,957              991        4,157

Per share amounts:
  Basic....................................     $  0.01         $  0.13         $   0.05     $   0.18
  Diluted..................................     $  0.01         $  0.13         $   0.05     $   0.18
</TABLE>

                                      F-28
<PAGE>
                        AZTEC TECHNOLOGY PARTNERS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                             (DOLLARS IN THOUSANDS)

NOTE 14--QUARTERLY FINANCIAL DATA (UNADUITED) (CONTINUED)

<TABLE>
<CAPTION>
                                                          FISCAL YEAR ENDED APRIL 25, 1998
                                                ----------------------------------------------------
                                                 FIRST      SECOND     THIRD      FOURTH     TOTAL
                                                --------   --------   --------   --------   --------
<S>                                             <C>        <C>        <C>        <C>        <C>
Revenues......................................  $42,730    $36,875    $62,907    $65,829    $208,341
Gross profit..................................    9,047      9,718     15,852     15,407      50,024
Operating income..............................    2,749      3,687      4,816        997      12,249
Net income (loss).............................    1,636      2,233      2,703        (98)      6,474

Per share amounts:
  Basic.......................................  $  0.08    $  0.10    $  0.11    $ (0.01)   $   0.27
  Diluted.....................................  $  0.08    $  0.10    $  0.10    $ (0.01)   $   0.27
</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
Per share amounts:
  Basic.......................................  $  0.16    $  0.08    $  0.09    $  0.06    $   0.37
  Diluted.....................................  $  0.16    $  0.07    $  0.09    $  0.06    $   0.37
</TABLE>

    During the quarter ended December 31, 1999, the Company concluded that the
first three quarters of the year ended December 31, 1999 would be restated to
properly reflect revenue recognition related to an unsigned contract. The effect
of the restatement is to reduce revenues in the first, second and third quarters
of 1999 by $.1 million, $.6 million and $1.2 million, respectively.

    The Company recorded strategic restructuring costs of ($345) in the second
quarter and $4,788 during the third quarter of year ended December 31, 1999,
$1,750 during the fourth quarter of fiscal 1998, $3,196 in the nine weeks ended
June 30, 1998 and $1,134 in the quarter ended December 31, 1998.

NOTE 15--RELATED PARTY TRANSACTIONS

    During the year ended December 31, 1999, and fiscal 1998, product sales of
approximately $.6 million and $4.5 million, respectively, were made at cost to a
company owned by a director of the Company.

NOTE 16--SEGMENT DATA

    The Company manages its business segments primarily on a geographic basis.
The Company's reportable segments are comprised of the New England, Tri-State,
Northeast Telephony, and Western regions of the United States. Other operating
segments are located in other sections of the country. Each operating segment
provides products and services as described in Note 1.

    The accounting policies of the various segments are the same as those
described in the "Summary of Significant Accounting Policies" in Note 3. The
Company evaluates the performance of its segments based on operating income.
Operating income for each segment includes selling, general and administrative
expenses directly attributable to the segment and excludes certain expenses
which are managed outside of the reportable segments. Costs excluded from
segments' operating income primarily consist of corporate expenses including
administrative expenses, amortization of intangibles, interest and income taxes,
as well

                                      F-29
<PAGE>
                        AZTEC TECHNOLOGY PARTNERS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                             (DOLLARS IN THOUSANDS)

NOTE 16--SEGMENT DATA (CONTINUED)
as other non-recurring restructuring and acquisition related costs. Segment
assets exclude corporate assets which primarily consist of cash and cash
equivalents, certain deferred assets, intangibles and investments in
subsidiaries. Capital expenditures for long-lived assets are not a significant
activity of the reportable operating segments and, as such, not a primary focus
of management in reviewing operating segment performance.

                                      F-30
<PAGE>
                        AZTEC TECHNOLOGY PARTNERS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                             (DOLLARS IN THOUSANDS)

NOTE 16--SEGMENT DATA (CONTINUED)

    Summary information by segment for the year ended December 31, 1999,
thirty-five weeks ended December 31, 1998 and fiscal years 1998 and 1997 is as
follows:

<TABLE>
<CAPTION>
                                                                     NORTHEAST
                                           NEW ENGLAND   TRI-STATE   TELEPHONY     WEST      OTHER      TOTAL
                                           -----------   ---------   ---------   --------   --------   --------
<S>                                        <C>           <C>         <C>         <C>        <C>        <C>
YEAR ENDED DECEMBER 31, 1999
Revenue:
  Products...............................   $128,474      $29,773     $ 8,349    $          $30,194    $196,790
  Services...............................     35,843       33,986      29,674     41,441     23,894     164,838
                                            --------      -------     -------    -------    -------    --------
      Total..............................   $164,317      $63,759     $38,023    $41,441    $54,088    $361,628
Gross margin.............................   $ 25,087      $15,182     $15,498    $ 9,649    $12,735    $ 78,151
Operating income (loss)..................   $  5,051      $  (609)    $ 5,430    $ 3,245    $ 3,927    $ 17,044
Depreciation.............................   $    593      $   594     $   298    $   420    $   183    $  2,088
Assets...................................   $ 46,614      $18,643     $13,462    $16,617    $ 8,240    $103,576
                                            ========      =======     =======    =======    =======    ========

THIRTY-FIVE WEEKS ENDED
  DECEMBER 31, 1998
Revenue:
  Products...............................   $ 79,882      $15,013     $ 5,944    $          $20,110    $120,949
  Services...............................     23,008       21,730      24,274     28,490     10,905     108,407
                                            --------      -------     -------    -------    -------    --------
      Total..............................   $102,890      $36,743     $30,218    $28,490    $31,015    $229,356
Gross margin.............................   $ 17,005      $10,396     $12,352    $ 6,812    $ 8,012    $ 54,577
Operating income.........................   $  6,759      $ 2,655     $ 5,880    $ 2,323    $ 3,706    $ 21,323
Depreciation.............................   $    282      $   315     $   166    $   258    $   116    $  1,137
Assets...................................   $ 48,105      $18,389     $14,443    $11,789    $14,669    $107,395
                                            ========      =======     =======    =======    =======    ========
FISCAL 1998
Revenue:
  Products...............................   $ 86,337      $15,882     $ 3,614    $          $11,165    $116,998
  Services...............................     19,734       20,478      21,432     24,228      5,471      91,343
                                            --------      -------     -------    -------    -------    --------
      Total..............................   $106,071      $36,360     $25,046    $24,228    $16,636    $208,341
Gross margin.............................   $ 19,244      $11,157     $11,154    $ 4,807    $ 3,662    $ 50,024
Operating income.........................   $  5,832      $ 2,738     $ 4,290    $ 2,232    $   972    $ 16,064
Depreciation.............................   $    273      $   259     $   279    $   278    $    63    $  1,152
Assets...................................   $ 31,508      $16,773     $12,074    $12,502    $ 4,451    $ 77,308
                                            ========      =======     =======    =======    =======    ========
FISCAL 1997
Revenue:
  Products...............................   $ 78,811      $ 9,707     $          $          $ 8,735    $ 97,253
  Services...............................     10,179       13,408      13,168                 2,270      39,025
                                            --------      -------     -------    -------    -------    --------
    Total................................   $ 88,990      $23,115     $13,168               $11,005    $136,278
Gross margin.............................   $ 16,243      $ 8,195     $ 7,101               $ 2,610    $ 34,149
Operating income.........................   $  5,964      $ 2,728     $ 3,420               $   899    $ 13,011
Depreciation.............................   $    279      $   151     $    71               $    40    $    541
Assets...................................   $ 17,995      $ 8,007     $ 6,407               $ 3,203    $ 35,612
                                            ========      =======     =======    =======    =======    ========
</TABLE>

                                      F-31
<PAGE>
                        AZTEC TECHNOLOGY PARTNERS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                             (DOLLARS IN THOUSANDS)

NOTE 16--SEGMENT DATA (CONTINUED)

    A reconciliation of the Company's reportable segment operating income and
segment assets to the corresponding consolidated amounts as of and for the year
ended December 31, 1999, thirty-five weeks ended December 31, 1998 and as of and
for the fiscal years ended April 25, 1998, and April 26, 1997 is as follows:

<TABLE>
<CAPTION>
                                                   DECEMBER 31,   DECEMBER 31,   APRIL 25,   APRIL 26,
                                                       1999           1998         1998        1997
                                                   ------------   ------------   ---------   ---------
<S>                                                <C>            <C>            <C>         <C>
Segment operating income.........................    $ 17,044       $ 21,323     $ 16,064     $13,011
Corporate expenses...............................      10,618          4,631        1,225         387
Amortization of intangibles......................       4,828          2,389          840
Strategic restructuring costs....................       3,643          4,330        1,750
Goodwill impairment..............................      69,123
Non-recurring acquisition costs..................                                               2,274
                                                     --------       --------     --------     -------

Total operating income...........................    $(71,168)      $  9,973     $ 12,249     $10,350
                                                     ========       ========     ========     =======

Segment assets...................................    $103,576       $107,395     $ 77,308     $35,612
Corporate assets.................................      13,361         23,332          309       1,699
Intangible assets................................      55,760        129,792       63,828
                                                     --------       --------     --------     -------
Total assets.....................................    $172,697       $260,519     $141,445     $37,311
                                                     ========       ========     ========     =======
</TABLE>

                                      F-32
<PAGE>
                          FINANCIAL STATEMENT SCHEDULE
          SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

<TABLE>
<CAPTION>
                                                CHARGES TO   CHARGED TO
                                  BALANCE AT    COSTS AND      OTHER      DEDUCTIONS/     BALANCE AT
DESCRIPTION                       MAY 1, 1996    EXPENSES     ACCOUNTS    WRITE-OFFS    APRIL 26, 1997
-----------                       -----------   ----------   ----------   -----------   --------------
<S>                               <C>           <C>          <C>          <C>           <C>
Allowance for doubtful
  accounts......................  $  123,000    $  250,000          --     $  22,000      $  351,000
Accumulated amortization of
  intangibles...................          --            --          --            --              --
</TABLE>

<TABLE>
<CAPTION>
                                                   CHARGES TO   CHARGED TO
                                    BALANCE AT     COSTS AND      OTHER      DEDUCTIONS/     BALANCE AT
DESCRIPTION                       APRIL 27, 1997    EXPENSES     ACCOUNTS    WRITE-OFFS    APRIL 25, 1998
-----------                       --------------   ----------   ----------   -----------   --------------
<S>                               <C>              <C>          <C>          <C>           <C>
Allowance for doubtful
  accounts......................    $  351,000     $1,142,000    $209,000     $  76,000      $1,626,000
Accumulated amortization of
  intangibles...................            --        840,000          --            --         840,000
</TABLE>

<TABLE>
<CAPTION>
                                                   CHARGES TO   CHARGED TO
                                    BALANCE AT     COSTS AND      OTHER      DEDUCTIONS/      BALANCE AT
DESCRIPTION                       APRIL 26, 1998    EXPENSES     ACCOUNTS    WRITE-OFFS    DECEMBER 31, 1998
-----------                       --------------   ----------   ----------   -----------   -----------------
<S>                               <C>              <C>          <C>          <C>           <C>
Allowance for doubtful
  accounts......................    $1,626,000     $  944,000          --     $ (40,000)      $2,610,000
Accumulated amortization of
  intangibles...................       840,000      2,389,000          --            --        3,229,000
</TABLE>

<TABLE>
<CAPTION>
                                  BALANCE AT   CHARGES TO   CHARGED TO
                                  JANUARY 1,   COSTS AND      OTHER      DEDUCTIONS/      BALANCE AT
DESCRIPTION                          1999       EXPENSES     ACCOUNTS    WRITE-OFFS    DECEMBER 31, 1999
-----------                       ----------   ----------   ----------   -----------   -----------------
<S>                               <C>          <C>          <C>          <C>           <C>
Allowance for doubtful
  accounts......................  $2,610,000   $3,593,000          --     $ 524,000       $5,679,000
Accumulated amortization of
  intangibles...................  3,229,000     4,828,000          --            --        8,057,000
</TABLE>

                                      F-33