<PAGE>

                                                                   Exhibit 10.10

                              Employment Agreement

                                     Between

                         Aztec Technology Partners, Inc.

                                       and

                               James E. Claypoole

                                  June 10, 1998


<PAGE>

                              EMPLOYMENT AGREEMENT
                                     BETWEEN
                         AZTEC TECHNOLOGY PARTNERS, INC.
                                       AND
                               JAMES E. CLAYPOOLE


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                           Page
                                                                                           ----
<S>                                                                                     <C>
1.       Term of Employment ................................................................1

2.       Title; Capacity ...................................................................1
         2.1     Authority .................................................................1
         2.2     Attention .................................................................2
         2.3     Base of Operations ........................................................2
         2.4     Representation and Warranty of Employee ...................................2
         2.5     Representation and Warranty of Company ....................................2

3.       Compensation and Benefits .........................................................3
         3.1     Salary ....................................................................3
         3.2     Bonus .....................................................................3
         3.3     Reimbursement of Expenses .................................................3
         3.4     Fringe Benefits; Vacation .................................................3
         3.5     Other Plans ...............................................................4
         3.6     Stock Options .............................................................4

4.       Employment Termination ............................................................5
         4.1      By the Terms of This Agreement ...........................................5
         4.2      By the Company ...........................................................5
         4.3      By Death .................................................................5
         4.4      By the Employee ..........................................................5

5.       Effect of Termination .............................................................6
         5.1      Termination by the Company Without Cause, by the Employee for 
                  Cause or Upon Expiration .................................................6
         5.2      Termination for Death ....................................................7
         5.3      Termination Upon Change in Control of the Company ........................7
         5.4      Taxes ....................................................................9

                                      -ii-

<PAGE>

         5.5      Termination By the Company for Cause ....................................10
         5.6      No Mitigation ...........................................................10
         5.7      Survival ................................................................10

6.       Restrictions on Competition ......................................................10
         6.1      Non-Compete .............................................................10
         6.2      Investment ..............................................................11
         6.3      Future Employment .......................................................11
         6.4      Severability ............................................................11
         6.5      Defenses ................................................................12
         6.6      Fairness ................................................................12

7.       Proprietary Information ..........................................................12
         7.1      Proprietary Information .................................................12
         7.2      Exceptions ..............................................................12
         7.3      Company Property ........................................................13
         7.4      Other Agreements ........................................................13

8.       Legal and Professional Fees ......................................................13

9.       Notices ..........................................................................13

10.      Pronouns .........................................................................14

11.      Entire Agreement .................................................................14

12.      Amendment ........................................................................14

13.      Governing Law ....................................................................14

14.      Successors and Assigns ...........................................................14

15.      Definitions ......................................................................14

16.      Miscellaneous ....................................................................15
         16.1     Waiver ..................................................................15
         16.2     Section Headings ........................................................15
         16.3     Severability ............................................................16
         16.4     Counterparts ............................................................16


Exhibit 3.6 ...............................................................................A1

</TABLE>

                                     -iii-

<PAGE>

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT (the "Agreement"), made this 10th day of
June, 1998, is entered into by and between Aztec Technology Partners, Inc., a
Delaware corporation with its principal place of business at 52 Roland Street,
Boston, Massachusetts 02129 (the "Company"), and James E. Claypoole, residing at
3 Pinecrest Road, Hingham, Massachusetts 02043 (the "Employee").

         The Company desires to employ the Employee, and the Employee desires to
be employed by the Company. In consideration of the mutual covenants and
promises contained in this Agreement, and other good and valuable consideration,
the receipt and sufficiency of which are acknowledged by the parties to this
Agreement, the parties agree as follows:

1. Term of Employment. The Company agrees to employ the Employee, and the
Employee accepts employment with the Company, upon the terms set forth in this
Agreement, for the period commencing on June 10, 1998 (the "Commencement Date")
and, subject to the provisions of Section 4, ending on June 10, 2001, unless
extended by mutual agreement (the "Employment Period").

2.       Title; Capacity.

     2.1 Authority. During the Employment Period, the Employee shall serve as
Chief Executive Officer of the Company. In such capacity, the Employee shall at
all times be the senior-most officer of the Company reporting directly and
solely to the Board of Directors of the Company (the "Board"). During the
Employment Period, the Employee shall have such authority as is delegated to him
by the Board consistent with his position as Chief Executive Officer, including,
without limitation, the authority and responsibility for acquisitions,
divestitures, finance and investor relations, and the authority to make all
operating decisions, plan the strategic direction of the Company, expend capital
resources of the Company and to hire, promote and terminate employment of all
personnel. The Employee accepts such employment and agrees to undertake the
duties and responsibilities normally inherent in such position and such other
duties and responsibilities as the Board shall from time to time reasonably
assign to him consistent with his position as Chief Executive Officer.

     2.2 Attention. During the Employment Period, and excluding any periods of
vacation and sick leave to which the Employee is entitled, the Employee shall
devote principal attention and time during normal business hours to the
Company's business and affairs and, to the extent necessary to discharge the
responsibilities assigned to the Employee under this Agreement, use the
Employee's reasonable best efforts and abilities to carry out such
responsibilities faithfully and efficiently. It shall not be considered a
violation of the above for the Employee to (A) serve on corporate, civic or
charitable boards or committees (excluding those

<PAGE>

which would create a conflict of interest), (B) deliver lectures, fulfill
speaking engagements or teach at educational institutions and (C) manage
personal investments, so long as such activities do not materially interfere
with the performance of the Employee's responsibilities as an employee of the
Company in accordance with this Agreement. In the event that the Employee
engages in any such activities, other than in his capacity as Chief Executive
Officer, the Employee shall not be required to pay to the Company the
compensation that he earns from engaging in such activities.

     2.3 Base of Operations. The Employee's base of operations under this
Agreement shall be Boston, Massachusetts, although the Employee may, at his
election, render his services from other locations. The Employee shall not be
required to relocate or render services, on other than a temporary basis,
outside of such city.

     2.4 Representation and Warranty of Employee. The Employee hereby represents
and warrants to the Company that he is not aware of any presently existing fact,
circumstance or event (including, but without limitation, any health condition
or legal constraint) which would preclude or restrict him from providing to the
Company the services contemplated by this Agreement, or which would give rise to
any breach of any term or provision hereof, or which could otherwise result in
the termination of his employment agreement for cause or good reason, pursuant
to Section 4 of this Agreement.

     2.5 Representation and Warranty of Company. The Company hereby represents
and warrants to the Employee that (i) it is not aware of any fact, circumstance
or event which would give rise to any breach of any term or provision of this
Agreement or any agreement covering any Employee Stock Option Plan (as defined
in Section 3.8(a)), or which would form the basis for any claim or allegation
that (A) the Employee's employment hereunder could be terminated for cause or
good reason under this Agreement, or (B) the rights of the Employee under any
Employee Stock Option Plan should be in whole or any part limited, forfeited or
otherwise restricted; and (ii) it has prepared all authorizations and has taken
all actions, necessary or appropriate for the due execution, delivery and
performance of this Agreement, and for all Employee Stock Option Plans,
including all amendments thereto effected by this Agreement.

3.       Compensation and Benefits.

     3.1 Salary. For all services rendered by the Employee in any capacity under
this Agreement, the Company shall pay the Employee, during the Period of
Employment, as compensation an annual base salary of not less than $375,000,
which amount shall be subject to increase as provided below (the "Annual Base
Salary"). Such Annual Base Salary shall be payable in accordance with the
Company's customary payroll practices (but not less frequently than monthly).
The Company 

                                      -2-

<PAGE>

agrees to review the Employee's Annual Base Salary on at least an annual basis
no later than 120 days after the end of each fiscal year, commencing with the
Company's fiscal year ending in 1999, to consider an increase (but not decrease)
in such Annual Base Salary for the fiscal year. Any such increase shall be
effective as of the first day of the fiscal year and shall be at the sole
discretion of the Board. Any increase in the Annual Base Salary shall not limit
or reduce any other obligation of the Company under this Agreement. The
Employee's Annual Base Salary shall at all times be no less than the salary of
any other executive of the Company.

     3.2 Bonus. For each fiscal year of the Company, the Employee shall be
entitled to receive a cash bonus with an annual target award opportunity of up
to 100 percent of Annual Base Salary awarded to the Employee by the Board or by
a Committee designated by the Board. Each annual bonus shall be paid in a single
cash lump sum not later than 90 days after the end of the fiscal year or portion
thereof for which the bonus is awarded, unless the Employee elects in writing,
before the beginning of the fiscal year for which the annual bonus is to be
awarded, to defer receipt of the annual bonus. Notwithstanding anything in this
Agreement to the contrary, in the event of any termination of the Employee's
employment with the Company for any reason whatsoever (whether by the Employee
or the Company), any unpaid bonus payable in accordance with this Section 3.2
for the fiscal year preceding the fiscal year in which such termination occurs
shall be paid to the Employee in accordance with this Section 3.2.

     3.3 Reimbursement of Expenses. The Company shall pay or reimburse the
Employee for all business travel, entertainment and other expenses incurred or
paid by the Employee in connection with, or related to, the performance of his
duties, responsibilities or services under this Agreement. Such expenses shall
be appropriately submitted and approved in accordance with the Company's
policies applicable to senior executives, as well as applicable federal and
state tax record keeping requirements.

     3.4 Fringe Benefits; Vacation. The Employee shall participate in and shall
receive during the Period of Employment employee benefit plans and fringe
benefits of the Company in accordance with the most favorable plans, practices,
programs and policies of the Company, as presently in effect or as they may be
modified or added to by the Company from time to time, including, without
limitation, plans providing retirement benefits, medical insurance, life
insurance, disability insurance and accidental death or dismemberment insurance.
The paid vacation entitlement of the Employee shall be four weeks per year. The
Employee shall receive a car for his use while he is employed by the Company.
The Employee shall at all times have a personal secretary.

     3.5 Other Plans. Nothing in this Agreement shall be construed as making the
Employee ineligible to participate in and receive awards or grants under 

                                      -3-

<PAGE>

any equity incentive plan of the Company in accordance with the terms thereof in
which the Employee would otherwise be eligible to participate.

     3.6 Stock Options.

        (a) Unvested Options. Promptly following the execution of this 
Agreement, the Company shall assume all stock options to purchase shares of
capital stock of U.S. Office Products Company ("USOP") granted to the Employee
pursuant to any stock plan or other employee benefit arrangement of the Company
(an "Employer Stock Option Plan"), which are outstanding as of the effective
date of this Agreement. The Company agrees that any stock options to purchase
shares of capital stock of the Company granted to the Employee during the
Employment Period pursuant to this Agreement or to any Employer Stock Option
Plan shall include the provisions set forth on Exhibit 3.6 to this Agreement.

        (b) Vested Options. The parties contemplate that promptly upon 
execution of this Agreement, the Employee shall be granted options for the 
purchase of shares of the Company, to equal 4.5% of the total outstanding 
shares of Company common stock (calculated on a fully diluted basis after 
such grant), par value $0.001 per share, of which the maximum number 
permitted by law will be incentive stock options and the remainder will be 
non-statutory stock options, all of which shall be granted pursuant to the 
1998 Aztec Technology Partners, Inc. Stock Option Plan in accordance with 
this Section 3.6. All options granted in accordance with this Section 3.6, 
other than incentive stock options, will be transferable to the extent 
permitted by law. The options granted to the Employee pursuant to this 
Agreement shall (i) have an exercise price which is equal to the price of the 
first trade on the day the Company's stock is first publicly traded, and (ii) 
be 100 percent vested as of the date of grant; however, such options shall 
not be exercisable until June 10, 1999. All subsequent options shall (x) vest 
1/3 upon the date of grant, 1/3 12 months after the date of grant, and 1/3 24 
months after the date of grant, and (y) have an exercise price which is equal 
to the fair market value on the date of grant.

         (c)      Prior Employment.  For all purposes under this Agreement, the
Employee's service and compensation with Bay State Computer Group, Inc. shall be
treated as service and compensation with the Company except to the extent that
such treatment would be impermissible under applicable law.

         (d)      Registration Rights.  The Company shall register the shares 
of capital stock of the Company issuable upon the Employee's exercise of his
stock options pursuant to the appropriate form of registration statement under
the Securities Act of 1933 and shall maintain such registration statement's
effectiveness at all required times.

                                      -4-

<PAGE>

     4. Employment Termination. The employment of the Employee by the Company
pursuant to this Agreement shall terminate upon the occurrence of any of the
following:

     4.1 By the Terms of This Agreement. Expiration of the Employment Period in
accordance with Section 1.


     4.2 By the Company. At the election of the Company, for cause, upon written
notice by the Board to the Employee, the giving of which shall have been
authorized by a vote of not less than 50% of all disinterested directors of the
Company then in office, and which shall include a written statement of the
particular acts or circumstances which are the basis for the termination for
cause. For the purposes of this Section 4.2, "cause" for termination shall be
deemed to exist solely upon (a) the occurrence of willful and continued failure
of the Employee to substantially perform the Employee's reasonable duties under
this Agreement (other than as a result of physical or mental illness or injury)
which is material, related to his duties as an employee of the Company, and
continues for 30 days after the Board delivers to the Employee a written demand
for substantial performance that specifically identifies the manner in which the
Board believes that the Employee has not substantially performed the Employee's
duties, or (b) the conviction of the Employee of, or the entry of a pleading of
guilty or nolo contendere by the Employee to, any crime involving moral
turpitude or any felony that results in material and demonstrable damage to the
business or reputation of the Company.

     4.3 By Death. Thirty days after the death of the Employee.

     4.4 By the Employee. At the election of the Employee, upon not less than 30
days' prior written notice to the Company given within 60 days after a good
faith determination by the Employee that any of the following has occurred: (a)
material and adverse diminution of the Employee's duties, authority, position,
compensation or aggregate benefits, including, without limitation, failure to
cause the Employee to retain the position of Chief Executive Officer of the
Company; (b) the assignment to the Employee of any duties inconsistent with
Section 2 of this Agreement; (c) the failure of the Employee to be elected to
and remain a member of the Board throughout the Employment Period (provided the
Employee is willing to serve as such on the same terms and conditions as other
employee-directors), unless the Employee is removed from the Board of Directors
in connection with the termination of the Employee's 

                                      -5-

<PAGE>

employment pursuant to Section 4.2; (d) a change by the Company (other than on
the Employee's recommendation) in the location at which the Employee performs
his principal duties for the Company to a new location that is both (i) outside
a radius of 35 miles from the Employee's principal residence immediately prior
to the change, and (ii) more than 20 miles from the location at which the
Employee performed his principal duties for the Company immediately prior to the
change; (e) the Company's purported termination of the Employee's employment for
cause other than in accordance with the requirements of this Agreement; or (f)
any other material breach of this Agreement by the Company. In addition, the
Employee may terminate his employment with the Company, for any reason, during
the 30-day period immediately following the one-year anniversary of a Change in
Control, as defined below.

     5. Effect of Termination.

     5.1 Termination by the Company Without Cause, by the Employee Pursuant to
Section 4.4 Hereof or Upon Expiration.

        (a) Severance. In the event the Employee's employment is terminated by 
the Company without cause or by the Employee pursuant to Section 4.4 (each, a
"Qualifying Termination") or the Company does not offer to renew this Agreement
upon expiration of the Employment Period, the Company shall pay to the Employee
(i) a pro rata portion of the Severance Bonus Amount (as defined below) for the
fiscal year in which such termination is effective determined by multiplying the
Severance Bonus Amount by a fraction (the "Pro Rata Fraction"), the numerator of
which shall be the number of days between the first day of the fiscal year and
the date on which the termination is effective and the denominator of which
shall be 365, plus (ii) an amount equal to the Annual Base Salary through June
10, 2002. For purposes of this Agreement, the Severance Bonus Amount for a
fiscal year shall equal the average of the bonuses paid to the Employee pursuant
to Section 3.2 of this Agreement for the fiscal years, if any, immediately
preceding such fiscal year or $187,500, whichever is greater.

        (b) Severance Period; Timing of Payments. The Company shall make the
severance payment called for by Section 5.1(a) (i) within 30 days of the date
the Employee's termination is effective, and shall make the payments called for
by Section 5.1(a)(ii) to the Employee at a monthly rate equal to one-twelfth of
the Annual Base Salary. All severance payments provided for in this Section 5.1
that are payable monthly shall be made in semi-monthly installments in arrears
on the 15th day and the last day of each fiscal month. Such installments shall
be appropriately adjusted in the event a severance payment is due for any
partial fiscal month.

     (c) Severance Benefits. Following any Qualifying Termination or if this
Agreement is not renewed for any reason at the end of the Employment Period, the
Company shall continue to pay for or provide to the Employee the fringe benefits
as may have been provided to the Employee in accordance with Section 3.4
immediately prior to such Qualifying Termination or termination (subject to
changes in the terms of health, disability or life insurance coverage by the
provider as may be applicable to the Company as a whole) for a period ending on
the earliest of (i) the date of the Employee's employment by a third party on a
substantially full-time basis if the Employee is eligible to receive comparable
life, medical, dental, health, and 

                                      -6-

<PAGE>

accident or disability insurance benefits under another employer-provided plan,
on terms at least as favorable to the Employee and his family, (ii) June 10,
2002, or (iii) the death of the Employee but in the case of the Employee's death
his health benefits shall be continued for the benefit of his wife for a one
year period following his death. The Employee shall notify the Company promptly
following his acceptance of any offer of employment by a third party. The
Employee shall be under no obligation to seek other employment following any
Qualifying Termination, and any amounts he earns in any other employment shall
not reduce or offset the severance payments or other amounts due hereunder
except for the fringe benefits specifically referred to in this Section 5.1(c).

     5.2 Termination for Death. In the event the Employee's employment is
terminated by death pursuant to Section 4.3 (a "Section 4.3 Termination"), the
Company shall pay or provide to the estate of the Employee the compensation
(including, without limitation, in lieu of the bonuses and payments provided for
in Sections 3.2, (i) the Pro Rata Fraction of the Severance Bonus Amount for the
fiscal year in which such termination is effective, and (ii) in the event that
the termination is effective prior to June 10, 2001, $375,000, which amounts
will be paid in a one-time lump sum payment within 30 days of the last day of
the Employee's actual employment by the Company) and benefits payable or
provided to him under Section 3 through the last day of his actual employment by
the Company.

     5.3 Termination Upon Change in Control of the Company.

        (a) Change in Control Severance Payment. In the event the Employee's
employment is terminated without cause or pursuant to Section 4.4 of this
Agreement within 24 months following a Change in Control (as defined below) of
the Company, the Company shall make a one-time lump sum severance payment (the
"Change in Control Severance Payment") to the Employee in an amount equal to the
product of 2.99 multiplied by his Annual Base Salary. In such event, the
Employee shall not be entitled to the payments to which he would otherwise be
entitled pursuant to Section 5.1(a), but shall continue to be entitled to
benefits provided by the Company pursuant to and in accordance with Section
5.1(e).

        (b) Parachute Payments. The Change in Control Severance Payment payable
under this Section 5.3 shall be made without regard to whether the deductibility
of such payment (or any other "parachute payments," as that term is defined in
Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), to
or for the Employee's benefit) would be limited or precluded by Section 280G.

        (c) Change in Control. A "Change in Control" of the Company shall occur
or be deemed to have occurred in the event that:

                                      -7-

<PAGE>

          (i) any "person", as such term is used in Sections 13(d) and 14(d) of 
the Securities Exchange Act of 1934, as amended (the "Exchange Act") (a
"Person") other than the Company, any trustee or other fiduciary holding
securities under an employee benefit plan of the Company, or any corporation
owned directly or indirectly by the stockholders of the Company in substantially
the same proportion as their ownership of stock of the Company, acquires
"beneficial ownership" (as defined in Rule 13d-3 under the Exchange Act) of
securities of the Company representing 30% or more of the combined voting power
of the Company's then outstanding securities (other than through an acquisition
of securities directly from the Company);

          (ii) individuals who, as of the date of this Agreement, constitute the
Board (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director subsequent to the date of this Agreement whose election, or nomination
for election by the Company's stockholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs 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;

          (iii) the stockholders of the Company approve a merger or 
consolidation of the Company with any other corporation, other than (A) a merger
or consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than 50% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation or (B) a merger or consolidation effected to
implement a recapitalization of the Company (or similar transaction) in which no
"person" (as hereinabove defined) acquires more than 50% of the combined voting
power of the Company's then outstanding securities; or

          (iv) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets.

     5.4 Taxes.

        (a) Gross-Up Payment. In the event that the Company undergoes a "Change
in Ownership or Control" (as defined below), the Company shall, within 30 days
after the date of such Change in Ownership or Control 

                                      -8-

<PAGE>

determine and notify the Employee (with reasonable detail regarding the basis
for its determinations) (i) which of the payments or benefits due to the
Employee following such Change in Ownership or Control constitute "Contingent
Compensation Payments" (as defined below), (ii) the amount, if any, of the
excise tax (the "Excise Tax") payable pursuant to Section 4999 of the Internal
Revenue Code of 1986, as amended (the "Code"), by the Employee with respect to
such Contingent Compensation Payment and (iii) the amount of the Gross-Up
Payment (as defined below) due to the Employee with respect to such Contingent
Compensation Payment. Within 30 days after delivery of such notice to the
Employee, the Employee shall deliver a response to the Company (the "Employee
Response") stating either (A) that he agrees with the Company's determination
pursuant to the preceding sentence or (B) that he disagrees with such
determination, in which case he shall indicate which payment and/or benefits
should be characterized as a Contingent Compensation Payment, the amount of the
Excise Tax with respect to such Contingent Compensation Payment and the amount
of the Gross-Up Payment due to the Employee with respect to such Contingent
Compensation Payment. The amount and characterization of any item in the
Employee Response shall be final; provided, however, that in the event that the
Employee fails to deliver an Employee Response on or before the required date,
the Company's initial determination shall be final. Within 90 days after the due
date of each Contingent Compensation Payment to the Executive, the Company shall
pay to the Employee, in cash, the Gross-Up Payment with respect to such
Contingent Compensation Payment, in the amount determined pursuant to this
Section 5.4(a).

        (b) Definitions. For purposes of this Section 5.4, the following terms
shall have the following respective meanings:

          (i) "Change in Ownership or Control" shall mean a change in the 
ownership or effective control of the Company or in the ownership of a
substantial portion of the assets of the Company determined in accordance with
Section 280G(b)(2) of the Code.

          (ii) "Contingent Compensation Payment" shall mean any payment (or 
benefit) in the nature of compensation that is made or supplied to a
"disqualified individual" (as defined in Section 280G(c) of the Code) and that
is contingent (within the meaning of Section 280G(b)(2)(A)(i) of the Code) on a
Change in Ownership or Control of the Company.

          (iii) "Gross-Up Payment" shall mean an amount equal to the sum of (i)
the amount of the Excise Tax payable with respect to a Contingent Compensation
Payment and (ii) the amount necessary to pay all additional taxes imposed on (or
economically borne by) the Employee (including the Excise Taxes, state and
federal income taxes and all applicable withholding taxes) attributable to the
receipt of such Gross-Up Payment. For purposes of the preceding sentence, all

                                      -9-

<PAGE>

taxes attributable to the receipt of the Gross-Up Payment shall be computed
assuming the application of the maximum tax rates provided by law.

     5.5 Termination By the Company for Cause. In the event the Employee's
employment is terminated by the Company for cause, the Company shall pay to the
Employee his Annual Base Salary to and including the effective date of such
termination.

     5.6 No Mitigation. Except as provided with respect to fringe benefits in
Section 5.1(e), the severance benefits payable to the Employee under this
Agreement shall not be reduced by payments received by the Employee from a
subsequent employer.

     5.7 Survival. The provisions of Sections 5, 6 and 7 shall survive the
termination of this Agreement.


     6. Restrictions on Competition.

     6.1 Non-Compete. For so long as the Employee continues to be employed by
the Company and/or any other entity owned by or affiliated with the Company and
thereafter for a period equal to the longer of (x) two years, or (y) the period
during which the Employee is receiving any severance pay from the Company
pursuant to Section 5, the Employee shall not, directly or indirectly, for
himself or on behalf of or in conjunction with any other person, company,
partnership, corporation, business, group, or other entity (each, a "Person"):

          (i) engage, as an officer, director, shareholder, owner, partner, 
member, joint venturer, or in a managerial capacity, whether as an employee,
independent contractor, consultant, advisor, or sales representative, in any
business selling any products or services in direct competition with the
Company, within 100 miles of any location where the Company conducts business
(the "Territory");

          (ii) call upon any Person who is, at that time, within the Territory,
an employee of the Company for the purpose or with the intent of enticing such
employee away from or out of the employ of the Company;

          (iii) call upon any Person who or that is, at that time, or has been,
within one year prior to that time, a customer of the Company within the
Territory for the purpose of soliciting or selling products or services in
direct competition with the Company within the Territory; or

          (iv) on the Employee's own behalf or on behalf of any competitor, 
call upon any Person as a prospective acquisition candidate who or that, during
the Employee's employment by the Company was either called upon by the 

                                      -10-

<PAGE>

Company as a prospective acquisition candidate or was the subject of an
acquisition analysis conducted by the Company.

     6.2 Investment. The foregoing covenants shall not be deemed to prohibit the
Employee from acquiring as an investment not more than one percent of the
capital stock of a competing business, whose stock is traded on a national
securities exchange or through the automated quotation system of a registered
securities association.

     6.3 Future Employment. It is agreed further that, in the event that the
Employee shall cease to be employed by the Company and enters into a business or
pursues other activities that, at such time, are not in competition with the
Company, Employee shall not be chargeable with a violation of this Section 6 if
the Company subsequently enters the same (or a similar) competitive business or
activity or commences competitive operations within 100 miles of the Employee's
new business or activities. In addition, if the Employee has no actual knowledge
that his actions violate the terms of this Section 6, the Employee shall not be
deemed to have breached the restrictive covenants contained in this Agreement
if, promptly after being notified by the Company of such breach, the Employee
ceases the prohibited actions.

     6.4 Severability. The covenants in this Section 6 are severable and
separate, and the unenforceability of any specific covenant shall not affect the
provisions of any other covenant. If any provision of this Section 6 relating to
the time period or geographic area of the restrictive covenants shall be
declared by a court of competent jurisdiction to exceed the maximum time period
or geographic area, as applicable, that such court deems reasonable and
enforceable, said time period or geographic area shall be deemed to be, and
thereafter shall become, the maximum time period or largest geographic area that
such court deems reasonable and enforceable and this Agreement shall
automatically be considered to have been amended and revised to reflect such
determination.

     6.5 Defenses. All of the covenants in this Section 6 shall be construed as
an agreement independent of any other provision of this Agreement, and the
existence of any claim or cause of action of the Employee against the Company,
whether predicated on this Agreement or otherwise, shall not constitute a
defense to the enforcement or the Company of such covenants; provided, that upon
the failure of the Company to make any payments required under this Agreement,
the Employee may, upon 30 days' prior written notice to the Company, waive his
right to receive any such compensation pursuant to this Agreement and engage in
any activity prohibited by the covenants of this Section 6. It is specifically
agreed that the period of two years stated at the beginning of this Section 6,
during which the agreements and covenants of the Employee made in this Section 6
shall be 

                                      -11-

<PAGE>

effective, shall be computed by excluding from such computation any time during
which Employee is in violation of any provision of this Section 6.

     6.6 Fairness. The Employee has carefully read and considered the provisions
of this Section 6, and, having done so, agrees that the restrictive covenants in
this Section 6 impose a fair and reasonable restraint on the Employee and are
reasonably required to protect the interests of the Company, and its officers,
directors, employees, and stockholders.

     7. Proprietary Information. The Employee's relationship with the Company is
one of high trust and confidence and in the course of his employment by the
Company he will have access to and contact with Proprietary Information. The
Employee agrees that he will not, during the Employment Period or at any time
thereafter, disclose to others, or use for the benefit of others, any
Proprietary Information, except in the good faith performance of his duties
under this Agreement.

     7.1 Proprietary Information. For purposes of this Agreement, Proprietary
Information shall mean all information (whether or not patentable and whether or
not copyrightable) owned, possessed or used by the Company, including, without
limitation, any invention, formula, formulation, vendor information, customer
information, apparatus, equipment, trade secret, process, research, report,
technical data, know-how, computer program, software, software documentation,
hardware design, technology, marketing or business plan, forecast, unpublished
financial statement, budget, license, price, cost and employee list that is
communicated to, learned of, developed or otherwise acquired by the Employee in
the course of his employment by the Company.

     7.2 Exceptions. The Employee's obligations under this Section 7 shall not
apply to any information that (i) is or becomes known to the general public
under circumstances involving no breach by the Employee of the terms of this
Section 7, (ii) is generally disclosed to third parties by the Company without
restriction on such third parties, (iii) is approved for release by written
authorization of the Board or an authorized employee of the Company, (iv) is
communicated to the Employee by a third party under no duty of confidentiality
with respect to such information to the Company or another party, or (v) is
required to be disclosed by the Employee to comply with applicable laws,
governmental regulations, or court order, provided that the Employee provides
prior written notice of such disclosure to the Company and an opportunity for
the Company to object to such disclosure and further provided that the Employee
cooperates with the Company and takes reasonable and lawful actions requested by
the Company (the out-of-pocket costs of which shall be paid by the Company) to
avoid and/or minimize the extent of such disclosure.

                                      -12-

<PAGE>

     7.3 Company Property. Upon termination of this Agreement or at any other
time upon request by the Company, the Employee shall promptly deliver to the
Company all records, files, memoranda, notes, designs, data, reports, price
lists, customer lists, drawings, plans, computer programs, software, software
documentation, sketches, laboratory and research notebooks and other documents
(and all copies or reproductions of such materials in his possession or control)
belonging to the Company.

     7.4 Other Agreements. The Company from time to time may have agreements
with other persons or with the United States Government, or agencies thereof,
that impose obligations or restrictions on the Company regarding inventions made
during the course of work under such agreements or regarding the confidential
nature of such work. If the Employee's duties under this Agreement will require
disclosures to be made to him subject to such obligations and restrictions, the
Employee agrees to be bound by them and to take all action necessary to
discharge the obligations of the Company under such agreements.

     8. Legal and Professional Fees. The Company shall pay or reimburse the
Employee for (A) all reasonable legal and other reasonable professional fees and
disbursements incurred by the Employee in connection with the negotiation and
preparation of this Agreement and (B) all reasonable legal and other reasonable
professional fees and disbursements incurred by the Employee in connection with
any dispute over the enforcement of the Employee's rights under this Agreement,
unless the Employee is adjudicated to have brought such action not in good
faith. In addition, the Company shall continue to pay to the Employee his Annual
Base Salary and benefits during the pendency of such a dispute.

     9. Notices. All notices required or permitted under this Agreement shall be
in writing and shall be deemed effective upon personal delivery or three days
after deposit in the United States Post Office, by registered or certified mail,
postage prepaid, return receipt requested, addressed to the other party at the
address shown above and, in the case of any notice to the Employee, with a copy
to Alexander A. Bernhard, Esq., Hale and Dorr, 60 State Street, Boston,
Massachusetts 02109, or at such other address or addresses of which either party
shall notify the other in accordance with this Section 9.

     10. Pronouns. Whenever the context may require, any pronouns used in this
Agreement shall include the corresponding masculine, feminine or neuter forms,
and the singular forms of nouns and pronouns shall include the plural, and vice
versa.

     11. Entire Agreement. This Agreement and the Employee Options constitute
the entire agreement between the parties and supersede all prior agreements and
understandings, whether written or oral, relating to the subject 

                                      -13-

<PAGE>

matter of this Agreement and the Employee Options. The Employment Agreement
dated as of October 15, 1996 between Bay State Computer Group, Inc. and the
Employee (the "Previous Employment Agreement") is hereby terminated and
superseded by this Agreement and that prior agreement shall have no further
affect except for such payments, if any, that are due under that agreement to
the Employee as of the date of the termination of that agreement.

     12. Amendment. This Agreement may be amended or modified only by a written
instrument executed by both the Company and the Employee.

     13. Governing Law. This Agreement shall be construed, interpreted and
enforced in accordance with the laws of the Commonwealth of Massachusetts,
without giving effect to conflict of laws provisions.

     14. Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of both parties and their respective successors and assigns;
provided, however, that this Agreement may not be assigned by the Company except
to a corporation or other person or entity reasonably acceptable to the Employee
and with which or into which the Company may be merged, consolidated or
otherwise combined or which may succeed to all or substantially all of its
assets or business and which assumes in a writing satisfactory in form and
substance to Employee all of the obligations of the Company under this Agreement
and under all Employer Stock Option Plans. The obligations of the Employee are
personal and shall not be assigned by him.

     15. Definitions. For purposes of this Agreement each of the following
defined terms is defined in the Section of this Agreement indicated below:

<TABLE>
<CAPTION>

Defined Term                                                    Section
------------                                                    -------
<S>                                                            <C>

Agreement                                                       Introduction
Annual Base Salary                                              3.1
Beneficial Ownership                                            5.3(c)(i)
Board                                                           2
Cause for Termination                                           4.2
Change in Control                                               5.3(c)
Change in Control Severance Payment                             5.3(a)
Change in Ownership                                             5.4
Code                                                            5.3(b)
Commencement Date                                               1
Company                                                         Introduction
Contingent Compensation Payments                                5.4
Employee                                                        Introduction
Employee Response                                               5.4

</TABLE>

                                      -14-

<PAGE>

<TABLE>
<CAPTION>
<S>                                                            <C>

Employer Stock Option Plan                                      3.6
Employment Period                                               1
Exchange Act                                                    5.3(c)(i)
Excise Taxes                                                    5.4
Failure of the Employee to Perform                              4.2
Gross-up Payment                                                5.4
Incumbent Board                                                 5.3(c)(ii)
Merger Agreement                                                6.7
Parachute Payments                                              5.3(b)
Person                                                          6.1
Previous Employment Agreement                                   11
Proprietary Information                                         7.1
Pro Rata Fraction                                               5.1(a)
Qualifying Termination                                          5.1(a)
Section 4.3 Termination                                         5.2
Territory                                                       6.1

</TABLE>

     16. Miscellaneous.

     16.1 Waiver. No delay or omission by either party in exercising any right
under this Agreement shall operate as a waiver of that or any other right. A
waiver or consent given by either party on any one occasion shall be effective
only in that instance and shall not be construed as a bar or waiver of any right
on any other occasion.

     16.2 Section Headings. The captions of the sections of this Agreement are
for convenience of reference only and in no way define, limit or affect the
scope or substance of any section of this Agreement.

     16.3 Severability. In case any provision of this Agreement shall be
invalid, illegal or otherwise unenforceable, the validity, legality and
enforceability of the remaining provisions shall in no way be affected or
impaired thereby.

     16.4 Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

AZTEC TECHNOLOGY PARTNERS, INC.             EMPLOYEE

By:  /s/ Clifford Mitman                     /s/  James E. Claypoole
   ---------------------------              ------------------------------
    Chairperson                             James E. Claypoole
    Compensation Committee

                                      -15-

<PAGE>

                                   Exhibit 3.6

                  Provisions to be Included in Employee Options

         A. If, prior to the expiration date of the stock option, the Employee's
employment with the Company is terminated by the Company pursuant to Section 4.2
of the Employment Agreement dated as of June 10, 1998 between the Company and
the Employee, as amended from time to time (the "Employment Agreement"), or by
the Employee pursuant to Section 4.4 of the Employment Agreement, or without
cause, then, notwithstanding anything in such stock option to the contrary,

                  (i) upon the effective date of termination of the Employee's
employment with the Company (the "Employment Termination Date"), the
exercisability of such stock option shall be accelerated by two years so that
such stock option shall become exercisable to purchase the number of shares of
Common Stock that the Employee would otherwise have been entitled to purchase
under the stock option if the Employee's employment had been terminated on the
second anniversary of the Employment Termination Date; and

                  (ii) such stock option shall become exercisable for a period
of two years following the Employment Termination Date; provided that if such
stock option is an incentive stock option, then the exercise of the stock option
after the three- month period following the Employment Termination Date shall be
treated as the exercise of a non-statutory stock option.

         B. (i) If, prior to the expiration date of the stock option, a Change
in Control (as defined in the Employment Agreement) of the Company occurs, then
notwithstanding anything in such stock option to the contrary,

                           (a)      if the Change in Control of the Company, 
regardless of when it is to be consummated, is not to be accounted for as a
"pooling of interests" for financial accounting purposes, or if the Initiation
Date of the Change in Control of the Company (as defined by generally accepted
accounting principles as in effect from time to time), regardless of whether
such Change in Control of the Company is to be accounted for as a "pooling of
interests" for financial accounting purposes, occurs on or after the second
anniversary of the date of the Employment Agreement, then, effective upon the
consummation of the Change in Control of the Company, the exercisability of such
stock option shall be accelerated in full (without regard to the application of
Section 280G of the Code) so that such stock option shall become exercisable to
purchase all of the shares of Common Stock covered by such stock option;

                                      -A1-

<PAGE>

                           (b)      if the Change in Control of the Company is 
to be accounted for as a "pooling of interests" for financial accounting
purposes and if the Initiation Date of the Change in Control of the Company
occurs prior to the second anniversary of the date of the Employment Agreement,
then (I) the portion of such stock option that has not vested as of the date
immediately prior to the consummation of the Change in Control of the Company
(the "Unvested Portion") shall terminate and (II) the Employee shall be entitled
to receive, upon the consummation of the Change in Control of the Company,
shares of Common Stock of the person that acquired shares of the Company's
Common Stock in connection with the Change in Control (the "Acquiror") having a
Fair Market Value (as defined below) equal to the Inherent Equity Value of the
Unvested Portion (as defined below); and

                           (c) such stock option shall become exercisable for a
period of two years following the Employment Termination Date; provided that if
such stock option is an incentive stock option, then the exercise of the stock
option after the three-month period following the Employment Termination Date
shall be treated as the exercise of a non-statutory stock option.

                  (ii) For purposes of this Paragraph B, the following terms
shall have the meanings set forth below:

                           (a)      The "Fair Market Value" of the Common Stock
of the Acquiror shall be determined by dividing (I) the Fair Market Value of
Aztec Technology Partners, Inc. Common Stock (as defined below) by (II) the
number of shares of the Acquiror's Common Stock for which one share of Common
Stock of the Company will be exchanged in the Change of Control of the Company.

                           (b)      If there is a written agreement between the
Company and the Acquiror for the Change in Control of the Company, and such
agreement establishes an amount as the fair market value per share of the
Company's Common Stock for purposes of the Change in Control of the Company,
then such amount shall be deemed to be the "Fair Market Value of Aztec
Technology Partners, Inc. Common Stock". If there is not a written agreement
between the Company and the Acquiror for the Change in Control of the Company,
or if any such agreement does not establish an amount as the fair market value
per share of the Company's Common Stock for purposes of the Change in Control of
the Company, the "Fair Market Value of Aztec Technology Partners, Inc. Common
Stock" shall be the last reported sale price per share of the Company's Common
Stock on the Nasdaq National Market, or on such other nationally recognized
exchange or trading system upon which the Company's Common Stock is listed, on
such date or, if no such price is reported on such date, such price on the most
recent preceding business day for which such price is reported.

                                      -A2-

<PAGE>

                           (c) The "Inherent Equity Value of the Unvested
Portion" shall equal the fair market value of the Unvested Portion on the last
business day immediately preceding the consummation of the Change in Control of
the Company, as determined by discounting, at the then current interest rate on
one-year Treasury Bills, to such day from the dates of future vesting of the
Unvested Portion, the difference between the Fair Market Value of Aztec
Technology Partners, Inc. Common Stock and the exercise prices of the Unvested
Portion, multiplied by the number of shares vesting on such future dates.

                  (iii) Notwithstanding the foregoing, if the Change in Control
of the Company is intended to be accounted for as a "pooling of interests" for
financial accounting purposes, and if any provision contained in this paragraph
B would preclude accounting for the Change in Control of the Company as a
"pooling of interests" for financial accounting purposes, then any such
provision in this paragraph B shall be null and void.


                                      -A3-