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                           AZTEC TECHNOLOGY PARTNERS, INC.

                              1998 STOCK INCENTIVE PLAN

1.   Purpose.

     The purpose of this 1998 Stock Incentive Plan (the "Plan") of Aztec 
Technology Partners, Inc., a Delaware corporation (the "Company"), is to 
advance the interests of the Company's stockholders by enhancing the 
Company's ability to attract, retain and motivate persons who make (or are 
expected to make) important contributions to the Company by providing such 
persons with equity ownership opportunities and performance-based incentives 
and thereby better aligning the interests of such persons with those of the 
Company's stockholders.  Except where the context otherwise requires, the 
term "Company" shall include any present or future subsidiary corporations of 
the Company, as defined in Section 424(f) of the Internal Revenue Code of 
1986, as amended, and any regulations promulgated thereunder (the "Code").  

2.   Eligibility.

     All of the Company's employees, officers, directors, consultants and 
advisors (and any individuals who have accepted an offer for employment) are 
eligible to be granted options, restricted stock awards, or other stock-based 
awards (each, an "Award") under the Plan.  Each person who has been granted 
an Award under the Plan shall be deemed a "Participant".  

3.   Administration, Delegation.

     (a)  Administration by Board of Directors.  The Plan will be 
administered by the Board of Directors of the Company (the "Board").  The 
Board shall have authority to grant Awards and to adopt, amend and repeal 
such administrative rules, guidelines and practices relating to the Plan as 
it shall deem advisable.  The Board may correct any defect, supply any 
omission or reconcile any inconsistency in the Plan or any Award in the 
manner and to the extent it shall deem expedient to carry the Plan into 
effect and it shall be the sole and final judge of such expediency.  All 
decisions by the Board shall be made in the Board's sole discretion and shall 
be final and binding on all persons having or claiming any interest in the 
Plan or in any Award.  No director or person acting pursuant to the authority 
delegated by the Board shall be liable for any action or determination 
relating to or under the Plan made in good faith.

     (b)  Delegation to Executive Officers.  To the extent permitted by 
applicable law, the Board may delegate to one or more executive officers of 
the Company the power to make Awards and exercise such other powers under the 
Plan as the Board may determine, provided that the Board shall fix the 
maximum number of shares 

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subject to Awards and the maximum number of shares for any one Participant to 
be made by such executive officers.  

     (c)  Appointment of Committees.  To the extent permitted by applicable 
law, the Board may delegate any or all of its powers under the Plan to one or 
more committees or subcommittees of the Board (a "Committee").  All 
references in the Plan to the "Board" shall mean the Board or a Committee of 
the Board or the executive officer referred to in Section 3(b) to the extent 
that the Board's powers or authority under the Plan have been delegated to 
such Committee or executive officer.

4.   Stock Available for Awards.

     (a)  Number of Shares.  Subject to adjustment under Section 8, Awards 
may be made under the Plan for up to 10,000,000 shares of Common Stock.  Of 
these 10,000,000 shares, the maximum number that may be granted as Incentive 
Stock Options (as hereinafter defined) is 600,000.  If any Award expires or 
is terminated, surrendered or canceled without having been fully exercised or 
is forfeited in whole or in part or results in any Common Stock not being 
issued, the unused Common Stock covered by such Award shall again be 
available for the grant of Awards under the Plan, subject, however, in the 
case of Incentive Stock Options (as hereinafter defined), to any limitation 
required under the Code.  Shares issued under the Plan may consist in whole 
or in part of authorized but unissued shares or treasury shares.

     (b)  Per-Participant Limit.  Subject to adjustment under Section 8, for 
Awards granted after the Common Stock is registered under the Exchange Act, 
the maximum number of shares of Common Stock with respect to which an Award 
may  be granted to any Participant under the Plan shall be 500,000 per 
calendar year.  The per-Participant limit described in this Section 4(b) 
shall be construed and applied consistently with Code Section 162(m).  
Notwithstanding the foregoing, in the calendar year that a Participant first 
becomes an employee of the Company, the maximum number of shares that an 
employee may be granted is 1,700,000.

5.   Stock Options.

     (a)  General.  The Board may grant options to purchase Common Stock 
(each, an "Option") and determine the number of shares of Common Stock to be 
covered by each Option, the exercise price of each Option and the conditions 
and limitations applicable to the exercise of each Option, including 
conditions relating to applicable Federal or state securities laws, as it 
considers necessary or advisable. An Option which is not intended to be an 
Incentive Stock Option (as hereinafter defined) shall be designated a 
"Nonstatutory Stock Option". 

     (b)  Incentive Stock Options.  An Option that the Board intends to be an 
"incentive stock option" as defined in Code Section 422 (an "Incentive Stock 
Option") 

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shall only be granted to employees of the Company and shall be subject to and 
construed consistently with the requirements of Code Section 422.  The 
Company shall have no liability to a Participant, or any other party, if an 
Option (or any part thereof) which is intended to be an Incentive Stock 
Option is not an Incentive Stock Option. 

     (c)  Exercise Price.  The Board shall establish the exercise price at 
the time each Option is granted and specify it in the applicable option 
agreement.

     (d)  Duration of Options.  Each Option shall be exercisable at such 
times and subject to such terms and conditions as the Board may specify in 
the applicable option agreement. 

     (e)  Exercise of Option.  Options may be exercised by delivery to the 
Company of a written notice of exercise signed by the proper person or by any 
other form of notice (including electronic notice) approved by the Board 
together with payment in full as specified in Section 5(f) for the number of 
shares for which the Option is exercised.

     (f)  Payment Upon Exercise.  Common Stock purchased upon the exercise of 
an Option granted under the Plan shall be paid for as follows:

          (1)  in cash or by check, payable to the order of the Company;

          (2)  except as the Board may, in its sole discretion, otherwise 
provide in an option agreement, (i) delivery of an irrevocable and 
unconditional undertaking by a creditworthy broker to deliver promptly to the 
Company sufficient funds to pay the exercise price or (ii) delivery by the 
Participant to the Company of a copy of irrevocable and unconditional 
instructions to a creditworthy broker to deliver promptly to the Company cash 
or a check sufficient to pay the exercise price;

          (3)  at such time as the Common Stock is registered under the 
Exchange Act, delivery of shares of Common Stock owned by the Participant 
valued at their fair market value as determined by (or in a manner approved 
by) the Board in good faith ("Fair Market Value"), which Common Stock was 
owned by the Participant at least six months prior to such delivery;

          (4)  to the extent permitted by the Board, in its sole discretion 
(i) by delivery of a promissory note of the Participant to the Company on 
terms determined by the Board, or (ii) by payment of such other lawful 
consideration as the Board may determine; or 

          (5)  any combination of the above permitted forms of payment.

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6.   Restricted Stock.

     (a)  Grants.  The Board may grant Awards entitling recipients to acquire 
shares of Common Stock, subject to the right of the Company to repurchase all 
or part of such shares at their issue price or other stated or formula price 
(or to require forfeiture of such shares if issued at no cost) from the 
recipient in the event that conditions specified by the Board in the 
applicable Award are not satisfied prior to the end of the applicable 
restriction period or periods established by the Board for such Award (each, 
"Restricted Stock Award"). 

     (b)  Terms and Conditions.  The Board shall determine the terms and 
conditions of any such Restricted Stock Award, including the conditions for 
repurchase (or forfeiture) and the issue price, if any.  Any stock 
certificates issued in respect of a Restricted Stock Award shall be 
registered in the name of the Participant and, unless otherwise determined by 
the Board, deposited by the Participant, together with a stock power endorsed 
in blank, with the Company (or its designee).  At the expiration of the 
applicable restriction periods, the Company (or such designee) shall deliver 
the certificates no longer subject to such restrictions to the Participant or 
if the Participant has died, to the beneficiary designated, in a manner 
determined by the Board, by a Participant to receive amounts due or exercise 
rights of the Participant in the event of the Participant's death (the 
"Designated Beneficiary").  In the absence of an effective designation by a 
Participant, Designated Beneficiary shall mean the Participant's estate.

7.   Other Stock-Based Awards.

     The Board shall have the right to grant other Awards based upon the 
Common Stock having such terms and conditions as the Board may determine, 
including the grant of shares based upon certain conditions, the grant of 
securities convertible into Common Stock and the grant of stock appreciation 
rights.  

8.   Adjustments for Changes in Common Stock and Certain Other Events.

     (a)  Changes in Capitalization.  In the event of any stock split, 
reverse stock split, stock dividend, recapitalization, combination of shares, 
reclassification of shares, spin-off or other similar change in 
capitalization or event, or any distribution to holders of Common Stock other 
than a normal cash dividend, (i) the number and class of securities available 
under this Plan, (ii) the per-Participant limit set forth in Section 4(b), 
(iii) the number and class of securities and exercise price per share subject 
to each outstanding Option, (iv) the repurchase price per share subject to 
each outstanding Restricted Stock Award, and (v) the terms of each other 
outstanding Award shall be appropriately adjusted by the Company (or 
substituted Awards may be made, if applicable) to the extent the Board shall 
determine, in good faith, that such an adjustment (or substitution) is 
necessary and appropriate.  If this Section 8(a) 

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applies and Section 8(c) also applies to any event, Section 8(c) shall be 
applicable to such event, and this Section 8(a) shall not be applicable.

     (b)  Liquidation or Dissolution.  In the event of a proposed liquidation 
or dissolution of the Company, the Board shall upon written notice to the 
Participants provide that all then unexercised Options will (i) become 
exercisable in full as of a specified time at least 14 business days prior to 
the effective date of such liquidation or dissolution, and (ii) terminate 
effective upon such liquidation or dissolution, except to the extent 
exercised before such effective date.  The Board may specify the effect of a 
liquidation or dissolution on any Restricted Stock Award or other Award 
granted under the Plan at the time of the grant of such Award.

     (c)  Acquisition and Change in Control Events

          (1)  Definitions 

               (a)  An "Acquisition Event" shall mean:

                    (i)  any merger or consolidation of the Company with or 
                         into  another entity as a result of which the Common 
                         Stock is converted into or exchanged for the right 
                         to receive cash,  securities or other property; or

                    (ii) any exchange of shares of the Company for cash, 
                         securities or other property pursuant to a statutory 
                         share exchange transaction.

               (b)  A "Change in Control Event" shall mean:

                    (i)  the acquisition by an individual, entity or group 
                         (within the meaning of Section 13(d)(3) or 14(d)(2) 
                         of the Securities Exchange Act of 1934, as amended 
                         (the "Exchange Act")) (a "Person") of beneficial 
                         ownership of any capital stock of the Company if, 
                         after such acquisition, such Person beneficially 
                         owns (within the meaning of Rule 13d-3 promulgated 
                         under the Exchange Act) 30% or more of either (x) 
                         the then-outstanding shares of Common Stock (the 
                        "Outstanding Company Common Stock"), or (y) the combined
                         voting power of the then-outstanding securities of the
                         Company entitled to vote generally in the election of
                         directors (the "Outstanding Company Voting 
                         Securities"); provided, however,

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                         that for purposes of this subsection (i), the 
                         following acquisitions shall not constitute a Change 
                         in Control Event: (A) any acquisition directly from 
                         the Company (excluding an acquisition pursuant to 
                         the exercise, conversion or exchange of any security 
                         exercisable for, convertible into or exchangeable 
                         for common stock or voting securities of the 
                         Company, unless the Person exercising, converting or 
                         exchanging such security acquired such security 
                         directly from the Company or an underwriter or agent 
                         of the Company), (B) any acquisition by any employee 
                         benefit plan (or related trust) sponsored or 
                         maintained by the Company or any corporation 
                         controlled by the Company, or (C) any acquisition by 
                         any corporation pursuant to a Business Combination 
                         (as defined below) which complies with clauses (x) 
                         and (y) of subsection (iii) of this definition; or

                    (ii) such time as the Continuing Directors (as defined 
                         below) do not constitute a majority of the Board 
                         (or, if applicable, the Board of Directors of a 
                         successor corporation to the Company), where the 
                         term "Continuing Director" means at any date a 
                         member of the Board (x) who was a member of the Board
                         on the date of the initial adoption of this Plan by the
                         Board, or (y) who was nominated or elected subsequent 
                         to such date by at least a majority of the directors 
                         who were Continuing Directors at the time of such 
                         nomination or election or whose election to the Board 
                         was recommended or endorsed by at least a majority of 
                         the directors who were Continuing Directors at the 
                         time of such nomination or election; provided, however,
                         that there shall be excluded from this clause (y) any 
                         individual whose initial assumption of office 
                         occurred as a result of an actual or threatened
                         election contest with respect to the election or 
                         removal of directors or other actual or threatened 
                         solicitation of proxies or consents, by or on behalf 
                         of a person other than the Board; or

                  (iii)  the consummation of a merger, consolidation, 
                         reorganization or statutory share exchange involving 
                         the Company or a sale or other disposition of all or 

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                         substantially all of the assets of the Company (a 
                         "Business Combination"), unless, immediately 
                         following such Business Combination, each of the 
                         following two conditions is satisfied: (x) all or 
                         substantially all of the individuals and entities 
                         who were the beneficial owners of the Outstanding 
                         Company Common Stock and Outstanding Company Voting 
                         Securities immediately prior to such Business 
                         Combination beneficially own, directly or 
                         indirectly, more than 50% of the then-outstanding 
                         shares of common stock and the combined voting power 
                         of the then-outstanding securities entitled to vote 
                         generally in the election of directors, 
                         respectively, of the resulting or acquiring 
                         corporation in such Business Combination (which 
                         shall include, without limitation, a corporation 
                         which as a result of such transaction owns the 
                         Company or substantially all of the Company's assets 
                         either directly or through one or more subsidiaries) 
                         (such resulting or acquiring corporation is referred 
                         to herein as the "Acquiring Corporation") in 
                         substantially the same proportions as their 
                         ownership of the Outstanding Company Common Stock 
                         and Outstanding Company Voting Securities, 
                         respectively, immediately prior to such Business 
                         Combination, and (y) no Person (excluding the 
                         Acquiring Corporation or any employee benefit plan 
                         (or related trust) maintained or sponsored by the 
                         Company or by the Acquiring Corporation) 
                         beneficially owns, directly or indirectly, 50% or 
                         more of the then-outstanding shares of common stock 
                         of the Acquiring Corporation, or of the combined 
                         voting power of the then-outstanding securities of 
                         such corporation entitled to vote generally in the 
                         election of directors (except to the extent that 
                         such ownership existed prior to the Business 
                         Combination).

          (2)   Effect on Options 

               (a)  Acquisition Event.  Upon the occurrence of an Acquisition 
                    Event (regardless of whether such event also constitutes 
                    a Change in Control Event), or the execution by the 
                    Company of any agreement with respect to an Acquisition 

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                    Event (regardless of whether such event will result in a 
                    Change in Control Event), the Board shall provide that 
                    all outstanding Options shall be assumed, or equivalent 
                    options shall be substituted, by the acquiring or 
                    succeeding corporation (or an affiliate thereof); 
                    provided that (i) any options substituted for Incentive 
                    Stock Options shall satisfy, in the determination of the 
                    Board, the requirements of Section 424(a) of the Code, 
                    and (ii) if such Acquisition Event also constitutes a 
                    Change in Control Event, except to the extent 
                    specifically provided to the contrary in the instrument 
                    evidencing any Option or any other agreement between a 
                    Participant and the Company, such assumed or substituted 
                    options shall be immediately exercisable in full upon the 
                    occurrence of such Acquisition Event. 

                          Notwithstanding the foregoing, if the acquiring or 
                    succeeding corporation (or an affiliate thereof) does not 
                    agree to assume, or substitute for, such Options, then 
                    the Board shall (x) upon written notice to the 
                    Participants, provide that all then unexercised Options 
                    will become exercisable in full as of a specified time 
                    (the "Acceleration Time") prior to the Acquisition Event 
                    and will terminate immediately prior to the consummation 
                    of such Acquisition Event, except to the extent exercised 
                    by the Participants before the consummation of such 
                    Acquisition Event, and/or (y) in the event of an 
                    Acquisition Event under the terms of which holders of 
                    Common Stock will receive upon consummation thereof a 
                    cash payment for each share of Common Stock surrendered 
                    pursuant to such Acquisition Event (the "Acquisition 
                    Price"), provide that all outstanding Options shall 
                    terminate upon consummation of such Acquisition Event and 
                    each Participant shall receive, in exchange therefor, a 
                    cash payment equal to the amount (if any) by which (A) 
                    the Acquisition Price multiplied by the number of shares 
                    of Common Stock subject to such outstanding Options 
                    (whether or not then exercisable), exceeds (B) the 
                    aggregate exercise price of such Options.

               (b)  Change in Control Event that is not an Acquisition Event. 
                    Upon the occurrence of a Change in Control Event that 
                    does not also constitute an Acquisition Event, except to 
                    the extent specifically provided to the contrary in the 
                    instrument evidencing any Option or any other agreement 

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                    between a Participant and the Company, all Options 
                    then-outstanding shall automatically become immediately 
                    exercisable in full.

          (3)  Effect on Restricted Stock Awards 

               (a)  Acquisition Event that is not a Change in Control Event. 
                    Upon the occurrence of an Acquisition Event that is not a 
                    Change in Control Event, the repurchase and other rights 
                    of the Company under each outstanding Restricted Stock 
                    Award shall inure to the benefit of the Company's 
                    successor and shall apply to the cash, securities or 
                    other property which the Common Stock was converted into 
                    or exchanged for pursuant to such Acquisition Event in 
                    the same manner and to the same extent as they applied to 
                    the Common Stock subject to such Restricted Stock Award.

               (b)  Change in Control Event.  Upon the occurrence of a Change 
                    in Control Event (regardless of whether such event also 
                    constitutes an Acquisition Event), except to the extent 
                    specifically provided to the contrary in the instrument 
                    evidencing any Restricted Stock Award or any other 
                    agreement between a Participant and the Company, all 
                    restrictions and conditions on all Restricted Stock 
                    Awards then-outstanding shall automatically be deemed 
                    terminated or satisfied.

          (4)  Effect on Other Awards

               (a)  Acquisition Event that is not a Change in Control Event. 
                    The Board shall specify the effect of an Acquisition 
                    Event that is not a Change in Control Event on any other 
                    Award granted under the Plan at the time of the grant of 
                    such Award.

               (b)  Change in Control Event.  Upon the occurrence of a Change 
                    in Control Event (regardless of whether such event also 
                    constitutes an Acquisition Event), except to the extent 
                    specifically provided to the contrary in the instrument 
                    evidencing any other Award orany other agreement between 
                    a Participant and the Company, all other Awards shall 
                    become exercisable, realizable or vested in full, or 
                    shall be free of all conditions or restrictions, as 
                    applicable to each such Award.

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9.   General Provisions Applicable to Awards.

     (a)  Transferability of Awards.  Except as the Board may otherwise 
determine or provide in an Award, an Award shall not be sold, assigned, 
transferred, pledged or otherwise encumbered by the person to whom it is 
granted, either voluntarily or by operation of law, except by will or the 
laws of descent and distribution, and, during the life of the Participant, 
shall be exercisable only by the Participant. References to a Participant, to 
the extent relevant in the context, shall include references to authorized 
transferees.

     (b)  Documentation.  Each Award shall be evidenced by a written 
instrument in such form as the Board shall determine.  Each Award may contain 
terms and conditions in addition to those set forth in the Plan.

     (c)  Board Discretion.  Except as otherwise provided by the Plan, each 
Award may be made alone or in addition or in relation to any other Award.  
The terms of each Award need not be identical, and the Board need not treat 
Participants uniformly.

     (d)  Termination of Status.  The Board shall determine the effect on an 
Award of the disability, death, retirement, authorized leave of absence or 
other  change in the employment or other status of a Participant and the 
extent to which, and the period during which, the Participant, the 
Participant's legal representative, conservator, guardian or Designated 
Beneficiary may exercise rights under the Award.

     (e)  Withholding.  Each Participant shall pay to the Company, or make 
provision satisfactory to the Board for payment of, any taxes required by law 
to be withheld in connection with Awards to such Participant no later than 
the date of the event creating the tax liability.  The Company may, to the 
extent permitted by law, deduct any such tax obligations from any payment of 
any kind otherwise due to a Participant.

     (f)  Amendment of Award.  The Board may amend, modify or terminate any 
outstanding Award, including but not limited to, substituting therefor 
another Award of the same or a different type, changing the date of exercise 
or realization, and converting an Incentive Stock Option to a Nonstatutory 
Stock Option, provided that the Participant's consent to such action shall be 
required unless the Board determines that the action, taking into account any 
related action, would not materially and adversely affect the Participant.

     (g)  Conditions on Delivery of Stock.  The Company will not be obligated 
to deliver any shares of Common Stock pursuant to the Plan or to remove 
restrictions 

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from shares previously delivered under the Plan until (i) all conditions of 
the Award have been met or removed to the satisfaction of the Company, (ii) 
in the opinion of the Company's counsel, all other legal matters in 
connection with the issuance and delivery of such shares have been satisfied, 
including any applicable securities laws and any applicable stock exchange or 
stock market rules and regulations, and (iii) the Participant has executed 
and delivered to the Company such representations or agreements as the 
Company may consider appropriate to satisfy the requirements of any 
applicable laws, rules or regulations.

     (h)  Acceleration.  The Board may at any time provide that any Options 
shall become immediately exercisable in full or in part, that any Restricted 
Stock Award shall be free of restrictions in full or in part or that any 
other Award may become exercisable in full or in part or free of some or all 
restrictions or conditions, or otherwise realizable in full or in part, as 
the case may be.

10.  Miscellaneous.

     (a)  No Right To Employment or Other Status.  No person shall have any 
claim or right to be granted an Award, and the grant of an Award shall not be 
construed as giving a Participant the right to continued employment or any 
other relationship with the Company.  The Company expressly reserves the 
right at any time to dismiss or otherwise terminate its relationship with a 
Participant free from any liability or claim under the Plan, except as 
expressly provided in the applicable Award.

     (b)  No Rights As Stockholder.  Subject to the provisions of the 
applicable Award, no Participant or Designated Beneficiary shall have any 
rights as a stockholder with respect to any shares of Common Stock to be 
distributed with respect to an Award until becoming the record holder of such 
shares.  Notwithstanding the foregoing, in the event the Company effects a 
split of the Common Stock by means of a stock dividend and the exercise price 
of and the number of shares subject to such Option are adjusted as of the 
date of the distribution of the dividend (rather than as of the record date 
for such dividend), then an optionee who exercises an Option between the 
record date and the distribution date for such stock dividend shall be 
entitled to receive, on the distribution date, the stock dividend with 
respect to the shares of Common Stock acquired upon such Option exercise, 
notwithstanding the fact that such shares were not outstanding as of the 
close of business on the record date for such stock dividend.

     (c)  Effective Date and Term of Plan.  The Plan shall become effective 
on the date on which it is adopted by the Board.  No Award shall be granted 
under the Plan after the completion of ten (10) years from the earlier of (i) 
the date on which the Plan was adopted by the Board, or (ii) the date the 
Plan was approved by the 

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Company's stockholders, but Awards previously granted may extend beyond that 
date.

     (d)  Amendment of Plan.  The Board may amend, suspend or terminate the 
Plan or any portion thereof at any time.

     (e)  Governing Law.  The provisions of the Plan and all Awards made 
hereunder shall be governed by and interpreted in accordance with the laws of 
the State of Delaware, without regard to any applicable conflicts of law.

                              Adopted by the Board of Directors on 
                              June 7, 1998. 

                              Approved by the stockholders as of 
                              _____________ ___, 1998.

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