<PAGE>                                                  

                           AZTEC TECHNOLOGY PARTNERS, INC.

                 1998 NON-EMPLOYEE INITIAL DIRECTOR STOCK OPTION PLAN

1.   Purpose.

     The purpose of this 1998 Non-Employee Director Stock Option Plan (the 
"Plan") of Aztec Technology Partners, Inc. (the "Company") is to encourage 
ownership in the Company by Lawrence Howell and Clifford Mitman, non-employee 
directors of the Company (the "Directors"), whose continued services are 
considered essential to the Company's future progress and to provide them 
with a further incentive to remain as Directors.

2.   Administration.

     The Board of Directors shall supervise and administer the Plan.  Grants 
of stock options under the Plan and the amount and nature of the awards to be 
granted shall be automatic in accordance with Section 5.  However, all 
questions concerning interpretation of the Plan or any options granted under 
it shall be resolved by the Board of Directors and such resolution shall be 
final and binding upon all persons having an interest in the Plan.  The Board 
of Directors may, to the full extent permitted by or consistent with 
applicable laws or regulations, delegate any or all of its powers under the 
Plan to a committee appointed by the Board of Directors, and if a committee 
is so appointed, all references to the Board of Directors in the Plan shall 
mean and relate to such committee.

3.   Participation in the Plan.

     The Directors shall be eligible to receive options under the Plan. 

4.   Stock Subject to the Plan.

     (a)  The maximum number of shares of the Company's Common Stock, par 
value $0.001 per share ("Common Stock"), which may be issued under the Plan 
shall be three hundred thousand (300,000) shares, subject to adjustment as 
provided in Section 7. 

     (b)  If any outstanding option under the Plan for any reason expires or 
is terminated without having been exercised in full, the shares covered by 
the unexercised portion of such option shall again become available for 
issuance pursuant to the Plan. 

     (c)  All options granted under the Plan shall be non-statutory options 
not entitled to special tax treatment under Section 422 of the Internal 
Revenue Code of 1986, as amended (the "Code"). 

<PAGE>

     (d)  Shares issued under the Plan may consist in whole or in part of 
authorized but unissued shares or treasury shares.

5.   Terms, Conditions and Form of Options.

     Each option granted under the Plan shall be evidenced by a written 
agreement in such form as the Board of Directors shall from time to time 
approve, which agreements shall comply with and be subject to the following 
terms and conditions:

     (a)  Option Grant Dates.  Options shall automatically be granted to the 
Directors as follows:

          (i)  each Director, effective upon the date that the Company 
becomes subject to the Securities Exchange Act of 1934, as amended, shall be 
granted an option to purchase 25,000 shares of Common Stock in respect of his 
or her initial election to the Board of Directors;

          (ii) each Director shall be granted an option to purchase 10,000 
shares of Common Stock on the date of each Annual Meeting of Stockholders of 
the Company commencing with the 1998 Annual Meeting of Stockholders, provided 
that he or she is serving as a Director immediately following such Annual 
Meeting;

          (iii)     beginning with the date of his or her original 
appointment, each Director who serves as chairperson of a Committee of the 
Board of Directors shall be granted an option to purchase 5,000 shares of 
Common Stock in respect of each year such Director service as chairperson of 
such Committee; and

          (iv) beginning with the 1999 Annual Meeting of Stockholders, each 
Director who serves as chairperson of a Committee of the Board of Directors 
shall be granted an option to purchase 5,000 shares of Common Stock in 
respect of service as chairperson of such Committee. 

     The options enumerated in 5(a)(i) and 5(a)(iii) shall be hereinafter 
referred to as the "Special Options." 

     (b)  Option Exercise Price.  

          (i)  General.  Except as set forth in subparagraph (ii) below, the 
option exercise price per share for each option granted under the Plan shall 
equal (x) the last reported sales price per share of the Company's Common 
Stock on the Nasdaq National Market (or if the Common Stock is traded on a 
national securities exchange on the date of grant, the reported closing sales 
price per share of the Company's Common Stock on such exchange) on the date 
of grant (or if no such price is reported on such date such price as reported 
on the nearest preceding day), or (y) if the Common Stock is not traded on 
the Nasdaq National Market or a national securities exchange, the fair market 
value per share on the date of grant as most recently determined by the Board 
of Directors.

                                          2 

<PAGE>

          (ii)  Special Options.  The option exercise price for each Special 
Option granted under the Plan shall be the price per share at which shares of 
the Company's Common Stock are sold to the public in its initial public 
offering.  

     (c)  Transferability of Options.  Except as the Board may otherwise 
determine or provide in an option granted under the Plan, any option granted 
under the Plan to an optionee shall be transferable by the optionee to any 
transferee, and shall be exercisable during the optionee's lifetime by the 
optionee or any authorized transferee or such optionee's or authorized 
transferee's guardian or legal representative.  References to an optionee, to 
the extent relevant in the context, shall include references to authorized 
transferees.

     (d)  Vesting Period.                     

          (i)  Annual Options.  Except as set forth in subparagraph (ii) 
below, each option granted under the Plan shall become exercisable in three 
equal installments, 1/3 on the Option Grant Date, 1/3 12 months after the 
Option Grant Date, and 1/3 24 months after the Option Grant Date; provided, 
however, that the optionee has continued to serve as a Director until at 
least the Annual Meeting of Stockholders immediately preceding such vesting 
date. 

          (ii)  Special Options.  The Special Options shall be fully vested on 
the date of grant, but the shares of Common Stock underlying the Special 
Options may not be sold by the Director or his or her transferee earlier than 
12 months after the date of grant.                

          (iii)  Acceleration Upon Change in Control.  Notwithstanding the 
foregoing, each outstanding option granted under the Plan shall immediately 
become exercisable in full in the event a Change in Control (as defined in 
Section 8) of the Company occurs.

     (e)  Termination.  Each unexercised option shall terminate, and may no 
longer be exercised, on the earlier of the (i) the date ten years after the 
grant date of such option, or (ii) the date 90 days after the optionee ceases 
to serve as a Director of the Company; provided that, in the event an 
optionee ceases to serve as a Director due to his or her death or disability 
(within the meaning of Section 22(e)(3) of the Code or any successor 
provision), then the exercisable portion of the option may be exercised, 
within the period of 180 days following the date the optionee ceases to serve 
as a Director (but in no event later than ten years after the Option Grant 
Date), by the optionee or by the person to whom the option is transferred in 
accordance with the terms of this Plan and the applicable option agreement, 
or by written notice pursuant to Section 5(g).

     (f)  Exercise Procedure.  An option may be exercised only by written 
notice to the Company at its principal office accompanied by (i) payment in 
cash or by certified or bank check of the full consideration for the shares 
as to which they are exercised, (ii) delivery of outstanding shares of Common 
Stock (which, in the case of shares acquired from the Company, have been 
outstanding for at least six months) having a fair market 

                                          3 

<PAGE>

value on the last business day preceding the date of exercise equal to the 
option exercise price, or (iii) an irrevocable undertaking by a broker (who 
is a member of the New York Stock Exchange) to deliver promptly to the 
Company sufficient funds to pay the exercise price or delivery of irrevocable 
instructions to a broker (who  is a member of the New York Stock Exchange) to 
deliver promptly to the Company cash or a check sufficient to pay the 
exercise price. 

     (g)  Exercise by Representative Following Death of Director. An 
optionee, by written notice to the Company, may designate one or more persons 
(and from time to time change such designation), including his or her legal 
representative, who, by reason of the optionee's death, shall acquire the 
right to exercise all or a portion of the option.  If the person or persons 
so designated wish to exercise any portion of the option, they must do so 
within the term of the option as provided herein.  Any exercise by a 
representative shall be subject to the provisions of the Plan. 

6.   Limitation of Rights.

     (a)  No Right to Continue as a Director.   Neither the Plan, nor the 
granting of an option nor any other action taken pursuant to the Plan, shall 
constitute or be evidence of any agreement or understanding, express or 
implied, that the Company will retain the optionee as a Director for any 
period of time. 

     (b)  No Stockholders' Rights for Options.  An optionee shall have no 
rights as a stockholder with respect to the shares covered by his or her 
option until the date of the issuance to him or her of a stock certificate 
therefor, and no adjustment will be made for dividends or other rights 
(except as provided in Section 7) for which the record date is prior to the 
date such certificate is issued. 

     (c)  Compliance with Securities Laws.  Each option shall be subject to 
the requirement that if, at any time, counsel to the Company shall determine 
that the listing, registration or qualification of the shares subject to such 
option upon any securities exchange or under any state or federal law, or the 
consent or approval of any governmental or regulatory body, or the disclosure 
of non-public information or the satisfaction of any other condition is 
necessary as a condition of, or in connection with, the issuance or purchase 
of shares thereunder, such option may not be exercised, in whole or in part, 
unless such listing, registration, qualification, consent or approval, or 
satisfaction of such condition shall have been effected or obtained on 
conditions acceptable to the Board of Directors.  Nothing herein shall be 
deemed to require the Company to apply for or to obtain such listing, 
registration or qualification, or to satisfy such condition.

7.   Adjustment Provisions for Mergers, Recapitalizations and Related 
Transactions.

     If, through or as a result of any merger, consolidation, reorganization, 
recapitalization, reclassification, stock dividend, stock split, reverse 
stock split, or other similar transaction, (i) the outstanding shares of 
Common Stock are exchanged for a different number or kind of securities of 
the Company or of another entity, or 

                                          4 

<PAGE>

(ii) additional shares or new or different shares or other securities of the 
Company or of another entity are distributed with respect to such shares of 
Common Stock, the Board of Directors shall make an appropriate and 
proportionate adjustment in (x) the maximum number and kind of shares 
reserved for issuance under the Plan, (y) the number and kind of shares or 
other securities subject to then outstanding options under the Plan, and (z) 
the price for each share subject to any then outstanding options under the 
Plan (without changing the aggregate purchase price for such options), to the 
end that each option shall be exercisable, for the same aggregate exercise 
price, for such securities as such option holder would have held immediately 
following such event if he had exercised such option immediately prior to 
such event. No fractional shares will be issued under the Plan on account of 
any such adjustments.

8.   Change in Control.  

     For purposes of the Plan, a "Change in Control" shall be deemed to have 
occurred only if any of the following events occurs:  (i) any "person", as 
such term is used in Sections 13(d) and 14(d) of the Exchange Act (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), is or becomes the 
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), 
directly or indirectly, of securities of the Company representing thirty 
percent (30%) or more of the combined voting power of the Company's then 
outstanding securities; (ii) the stockholders of the Company approve a merger 
or consolidation of the Company with any other corporation, other than 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 thirty percent (30%) of the combined voting power 
of the voting securities of the Company or such surviving entity outstanding 
immediately after such merger or consolidation; (iii) 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; or (iv) individuals who, on the date on which the Plan was 
adopted by the Board of Directors, constituted the Board of Directors of the 
Company, together with any new Director whose election by the Board of 
Directors or nomination for election by the Company's stockholders was 
approved by a vote of at least a majority of the Directors then still in 
office who were Directors on the date on which the Plan was adopted by the 
Board of Directors or whose election or nomination was previously so approved 
(except for any individual whose election as a Director 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 of Directors), 
cease for any reason to constitute at least a majority of the Board of 
Directors.

                                          5 

<PAGE>

9.   Termination and Amendment of the Plan.

     The Board of Directors may suspend or terminate the Plan or amend it in 
any respect whatsoever.

10.  Notice.

     Any written notice to the Company required by any of the provisions of 
the Plan shall be addressed to the Treasurer of the Company and shall become 
effective when it is received. 

11.  Governing Law.

     The Plan and all determinations made and actions taken pursuant hereto 
shall be governed by the internal laws of the State of Delaware (without 
regard to any applicable conflicts of laws or principles).

12.  Effective Date.  

     The Plan shall become effective on June 7, 1998.

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

                              Approved by the stockholders as of              
                              _____________ ___, 1998.

















                                          6