Tax Allocation Agreement - U.S. Office Products Co., Workflow Management Inc., School Specialty Inc., Aztec Technology Partners Inc. and Navigant International Inc.


                               TAX ALLOCATION AGREEMENT

         THIS TAX ALLOCATION AGREEMENT, dated as of June __, 1998 
('Agreement'), among U.S. Office Products Company, a Delaware corporation 
('USOP'), Workflow Management, Inc., a Delaware corporation ('Workflow 
Management'), School Specialty, Inc., a Delaware corporation ('School 
Specialty'), Aztec Technology Partners, Inc., a Delaware corporation 
('Aztec') and Navigant International, Inc., a Delaware corporation 
('Navigant').  USOP, Workflow Management, School Specialty, Aztec and 
Navigant are hereinafter jointly referred to as the 'Companies.'  Workflow 
Management, School Specialty, Aztec and Navigant are hereinafter jointly 
referred to as the 'Spin-Off Companies.'

                                      WITNESSETH

         WHEREAS, USOP is the common parent of an affiliated group of 
domestic corporations, including the Spin-Off Companies, which has elected to 
file consolidated federal income Tax returns;

         WHEREAS, USOP and the Spin-Off Companies entered into an agreement, 
dated as of June __, 1998 (the 'Distribution Agreement'), to, among other 
things, provide for the distribution by USOP of all of the issued and 
outstanding shares of common stock of the Spin-Off Companies to the holders 
of record of shares of common stock of USOP (other than shares held in the 
treasury of USOP); divest USOP of all businesses, operations and liabilities 
relating to the businesses to be conducted by the Spin-Off Companies after 
the Distributions; and allocate and assign responsibility for certain 
liabilities among USOP, the Spin-Off Companies and their respective 
Subsidiaries;

         WHEREAS, pursuant to the Distribution Agreement (i) USOP will cause 
certain Workflow Subsidiaries to be merged into Workflow Management or into a 
Workflow Subsidiary; (ii) USOP will contribute to Workflow Management (x) all 
its right, title and interest in and to all the shares of capital stock (or 
other ownership interests) that it owns, directly or indirectly, of the 
Workflow Subsidiaries other than shares of stock (or other ownership 
interests) of the Workflow Subsidiaries that are already owned, directly or 
indirectly, by Workflow Management or that are to be merged into Workflow 
Management or into a Workflow Subsidiary and (y) certain other assets; and 
(iii) Workflow Management will assume certain liabilities so that the 
Workflow Group is consolidated under Workflow Management prior to the 
Workflow Distribution (such mergers, contributions and assumptions of 
liabilities, the 'Workflow Contribution');



         WHEREAS, pursuant to the Distribution Agreement (i) USOP will cause 
certain School Specialty Subsidiaries to be merged into School Specialty or 
into a School Specialty Subsidiary; (ii) USOP will contribute to School 
Specialty (x) all its right, title and interest in and to all the shares of 
capital stock (or other ownership interests) that it owns, directly or 
indirectly, of the School Specialty Subsidiaries other than shares of stock 
(or other ownership interests) of the School Specialty Subsidiaries that are 
already owned, directly or indirectly, by School Specialty or that are to be 
merged into School Specialty or into a School Specialty Subsidiary and (y) 
certain other assets and (iii) School Specialty will assume certain 
liabilities so that the School Specialty Group is consolidated under School 
Specialty prior to the School Specialty Distribution defined herein (such 
mergers, contributions and assumptions of liabilities, the 'School Specialty 
Contribution');

         WHEREAS, pursuant to the Distribution Agreement (i) USOP will cause 
certain Aztec Subsidiaries to be merged into Aztec or into an Aztec 
Subsidiary; (ii) USOP will contribute to Aztec (x) all its right, title and 
interest in and to all the shares of capital stock (or other ownership 
interests) that it owns, directly or indirectly, of the Aztec Subsidiaries 
other than shares of stock (or other ownership interests) of the Aztec 
Subsidiaries that are already owned, directly or indirectly, by Aztec or that 
are to be merged into Aztec or into an Aztec Subsidiary and (y) certain other 
assets; and (iii) Aztec will assume certain liabilities so that the 
Technology Group is consolidated under Aztec prior to the Technology 
Distribution defined herein (such mergers, contributions and assumptions of 
liabilities, the 'Technology Contribution');

         WHEREAS, pursuant to the Distribution Agreement (i) USOP will cause 
certain Navigant Subsidiaries to be merged into a Navigant Subsidiary; (ii) 
USOP will contribute to Navigant (x) all its right, title and interest in and 
to all the shares of capital stock (or other ownership interests) that it 
owns, directly or indirectly, of the Navigant Subsidiaries other than shares 
of stock (or other ownership interests) of the Navigant Subsidiaries that are 
already owned, directly or indirectly, by Navigant or that are to be merged 
into Navigant or into a Navigant Subsidiary and (y) certain other assets; and 
(iii) Navigant will assume certain liabilities so that the Travel Group is 
consolidated under Navigant prior to the Travel Distribution defined herein 
(such mergers, contributions and assumptions of liabilities, the 'Travel 
Contribution');

         WHEREAS, pursuant to the Distribution Agreement, USOP will 
distribute all the shares of stock that it owns in each of Workflow 
Management (the 'Workflow Distribution'), School Specialty (the 'School 
Specialty Distribution'), Aztec (the 'Technology Distribution') and Navigant 
(the 'Travel Distribution') to its shareholders (collectively, the 
'Distributions') and, as a result of the Distributions, the Spin-Off 
Companies and their Subsidiaries will not be included in the consolidated 
federal income Tax return of USOP for the portion of the year following the 
Distributions or in future years; and

                                       2



         WHEREAS, the Companies desire to allocate the Tax burdens and 
benefits of transactions which occurred on or prior to the Distribution Date, 
and to provide for certain other Tax matters, including the assignment of 
responsibility for the preparation and filing of Tax returns and the 
prosecution and defense of any Tax controversies;

         NOW, THEREFORE, in consideration of the mutual agreements contained 
herein, the Companies (each on its own behalf and on behalf of each of its 
Subsidiaries) hereby agree as follows:

                                     SECTION 1
                                    Definitions

As used in this Agreement, the following terms shall  have the following 
meaning:

         'Adverse Tax Act' shall mean, for any Person, (i) any action or 
actions of such Person, or any omission or omissions by such Person of an 
action or actions reasonably available to it, after the Distribution Date, or 
(ii) a knowing or willful inaccuracy or inaccuracies of any representation 
made by any Company by or on behalf of any member of such Company's Group to 
USOP's outside tax counsel in connection with such firm's rendering an 
opinion to the Companies as to certain Tax aspects of the Contributions and 
Distributions as of the Distribution Date, if such action(s) or 
inaccuracy(ies) materially contribute to a Final Determination that any of 
the Contributions or Distributions results in the recognition of gain to USOP 
by virtue of any of the Contributions or Distributions failing to qualify 
under sections 355 or 368 of the Code, including without limitation, by 
reason of any stock or securities of any of the Spin-Off Companies failing to 
qualify as 'qualified property' within the meaning of section 355(c)(2) of 
the Code, or otherwise.

         'Agreement' shall mean this Tax Allocation Agreement.

         'Allocable Federal Income Tax Liability' shall mean, for any Group, 
the Separate Consolidated Federal Income Tax Liability of such Group, as 
adjusted to reflect (i) any AMT (but only if there is a consolidated AMT), 
(ii) any Taxes for which USOP is obligated to indemnify such Groups pursuant 
to Section 10(b) of this Agreement, and (iii) any Taxes for which such 
Group's Spin-Off Company is obligated to indemnify USOP pursuant to Section 
3(d) of this Agreement.

         'AMT' shall mean the alternative minimum tax imposed by Section 55 
of the Code.

                                       3



         'Aztec' shall have the meaning assigned to such term in the preamble 
to this Agreement.

         'Aztec Subsidiary' shall mean those entities that immediately after 
the completion of the Distributions will be Subsidiaries of Aztec.

         'Closing Date' shall have the meaning assigned to such term in the 
Investment Agreement.

         'Companies' shall have the meaning assigned to such term in the 
preamble to this Agreement.

         'Code' shall mean the Internal Revenue Code of 1986, as amended, or 
any successor statute.

         'Consolidated Returns' shall mean (i) the consolidated U.S. federal 
income Tax return of USOP for the period ending on April 25, 1998 and (ii) 
the consolidated U.S. federal income Tax return of USOP for the period 
commencing on April 26, 1998 and including the Spin-Off Company Groups 
through and including the Distribution Date and including the USOP Group 
through and including April 24, 1999.

         'Contributions' shall have the meaning assigned to such term in the 
recitals to this Agreement.

         'Controlled Return' shall mean (a) the Consolidated Returns, (b) any 
Prior Period Consolidated Return and (c) any combined, affiliated or unitary 
income Tax returns for any taxable period beginning on or prior to the 
Distribution Date that includes USOP or any Retained Subsidiary.

         'Distributing Tax Payor' shall have the meaning assigned to such 
term in Section 10(a)(iii) of this Agreement.

         'Distribution Agreement' shall have the meaning assigned to such 
term in the recitals to this Agreement.

         'Distribution Date' shall mean the date on which the Distributions 
are effective for U.S. federal income Tax purposes.

         'Distributions' shall have the meaning assigned to such term in the 
recitals to this Agreement.

                                       4



         'Final Determination' shall mean the final resolution of liability 
for any Tax for any taxable period, including any related interest or 
penalties, by or as a result of: (i) a final and unappealable decision, 
judgment, decree or other order of a court of competent jurisdiction; (ii) a 
closing agreement or accepted offer in compromise under Section 7121 or 7122 
of the Code, or comparable agreement under the laws of other jurisdictions, 
which resolves the entire Tax liability for such Tax for such taxable period; 
(iii) any allowance of a refund or credit in respect of an overpayment of 
Tax, but only after the expiration of all periods during which such refund 
may be recovered (including by way of offset) by the applicable Taxing 
jurisdiction; or (iv) any other final disposition, including by reason of the 
expiration of the applicable statute of limitations.

         'FTC' shall mean the foreign tax credit pursuant to Section 27 of 
the Code.

         'Group' shall mean the USOP Group, Workflow Group, School Specialty 
Group, Technology Group and/or Travel Group, as the context may require.

         'Investment Agreement' shall mean the Investment Agreement dated as 
of January 12, 1998 by and between USOP and CDR-PC Acquisition, L.L.C., a 
Delaware limited liability company, as amended by Amendment No. 1 thereto, 
dated as of February 3, 1998.

         'IPO' shall mean, as to any Spin-Off Company, the initial public 
offering of securities to be conducted by such company, which offering is 
scheduled to occur on or about the Distribution Date.

         'IRS' shall mean the Internal Revenue Service of the United States.

         'Losses' shall mean any and all claims, demands, liabilities, 
obligations, losses, costs, expenses, fines or damages (whether absolute, 
accrued, conditional or otherwise, and whether or not resulting from third 
party claims), including interest and penalties with respect thereto and 
out-of-pocket expenses and reasonable attorneys' and accountants' fees and 
expenses incurred in the investigation or defense of any of the same or in 
asserting, preserving or enforcing any rights related thereto.

         'Market Capitalization' shall mean, for any entity, the market 
capitalization of such entity determined on the basis of the average closing 
price for the common stock of such entity for the five-day period ending on 
the tenth day after the Distribution Date.

         'Navigant' shall have the meaning assigned to such term in the 
preamble to this Agreement.

                                       5



         'Navigant Subsidiary' shall mean those entities that immediately 
after the completion of the Distributions will be Subsidiaries of Navigant.

         'Person' shall mean any individual, partnership, joint venture, 
corporation, limited liability company, trust, unincorporated organization, 
government or department or agency of a government.

         'Prime Rate' shall mean the 'prime rate' charged by Citibank, N.A., 
New York, New York, as such rate shall be changed from time to time, 
compounded daily on the basis of a year of 365/366 days and actual days 
elapsed.

         'Prior Period Consolidated Return' shall mean any U.S. federal 
consolidated income Tax return of USOP filed, or to be filed, for taxable 
periods commencing prior to April 27, 1997.

         'Retained Subsidiaries' shall mean all of the Subsidiaries of USOP 
other than the Spin-Off Companies and the Spin-Off Company Subsidiaries.

         'Restricted Transaction' shall mean for any Spin-Off Company (i) any 
issuance of capital stock (including, without limitation, in connection with 
any public offering or any acquisition by such Spin-Off Company, or in 
connection with any merger or consolidation of another Person into such 
Spin-Off Company or any Subsidiary of such Spin-Off Company, and including 
any delivery of capital stock from the treasury of such Spin-Off Company), 
other than an IPO or in connection with the exercise of any employee stock 
option granted on or prior to the Distribution Date; (ii) any issuance of 
securities convertible into, or exercisable or exchangeable for, capital 
stock of such Spin-Off Company; or (iii) any merger or consolidation or other 
business combination of such Spin-Off Company into another Person or any sale 
or transfer of all or substantially all of such Spin-Off Company's assets to 
another Person. 

         'School Specialty' shall have the meaning assigned to such term in 
the preamble to this Agreement.

         'School Specialty Contribution' shall have the meaning assigned to 
such term in the recitals to this Agreement.

         'School Specialty Distribution' shall have the meaning assigned to 
such term in the recitals to this Agreement.

         'School Specialty Group' shall mean School Specialty and each School 
Specialty Subsidiary. 

                                       6



         'School Specialty Subsidiary' shall mean those entities that 
immediately after the completion of the Distributions will be Subsidiaries of 
School Specialty.

         'Separate Consolidated Federal Income Tax Liability' shall mean, for 
any Group and any taxable year or portion thereof during which it is included 
in the Consolidated Returns or any Prior Period Consolidated Return, the U.S. 
federal income Tax liability which such Group would have incurred if such 
Group, on a stand-alone basis, had been an affiliated group eligible to file 
a consolidated return for such taxable year or any portion thereof and had 
filed such a return for such period, computed without regard to AMT.

         'Spin-Off Companies' shall have the meaning assigned to such term in 
the preamble to this Agreement.

         'Spin-Off Company Groups' shall mean the Workflow Group, the School 
Specialty Group, the Technology Group and the Travel Group.

         'Spin-Off Company Subsidiaries' shall mean the Workflow 
Subsidiaries, the School Specialty Subsidiaries, the Aztec Subsidiaries and 
the Navigant Subsidiaries.

         'Subsidiary' shall mean any corporation, partnership, limited 
liability company, joint venture or other entity (i) in which another Person 
owns, directly or indirectly, ownership interests sufficient to elect a 
majority of the Board of Directors (or Persons performing similar functions) 
(irrespective of whether at the time any other class or classes of ownership 
interests of such corporation, partnership, joint venture or other entity 
shall or might have such voting power upon the occurrence of any contingency) 
or (ii) of which another Person is a general partner or an entity performing 
similar functions (e.g., a trustee or managing member). 

         'Tax' or 'Taxes' shall mean all forms of taxation, whenever created 
or imposed, and whether of the United States or elsewhere, and whether 
imposed by a local, municipal, governmental, state, foreign, federal or other 
body, and without limiting the generality of the foregoing, shall include 
income, sales, use, ad valorem, gross receipts, license, value added, 
franchise, transfer, recording, withholding, payroll, wage withholding, 
employment, excise, occupation, unemployment insurance, social security, 
business license, business organization stamp, environmental, premium and 
property taxes, together with any related interest, penalties and additions 
to any such tax, or additional amounts imposed by any Taxing Authority.

         'Tax Administrator' shall mean Don Platt, the Chief Financial 
Officer of USOP, or such other person as USOP shall appoint with the consent 
of each of the Spin-Off Companies, which consent shall not be unreasonably 
withheld or delayed.

                                       7



         'Taxing Authority' shall mean any governmental or quasi-governmental 
body, domestic or foreign, exercising any Taxing authority or Tax regulatory 
authority.

         'Tax Credits' shall include all credits against Tax pursuant to 
Subtitle A, Chapter 1, Subchapter A, Part IV of the Code.

         'Tax Item'  shall mean any net operating loss, net capital loss, 
deduction or credit (including, but not limited to, any FTC).

         'Technology Contribution' shall have the meaning assigned to such 
term in the recitals to this Agreement.

         'Technology Distribution' shall have the meaning assigned to such 
term in the recitals to this Agreement.

         'Technology Group' shall mean Aztec and each Aztec Subsidiary. 

         'Travel Contribution' shall have the meaning assigned to such term 
in the recitals to this Agreement.

         'Travel Distribution' shall have the meaning assigned to such term 
in the recitals to this Agreement.

         'Travel Group' shall mean Navigant and each Navigant Subsidiary. 

         'USOP' shall have the meaning assigned to such term in the preamble 
to this Agreement.

         'USOP Group' shall mean USOP and each Retained Subsidiary.

         'USOP Stock Plan' shall mean any of the 1994 Amended and Restated 
Long-Term Incentive Plan, the 1996 Non-Employee Directors' Stock Plan, the 
1997A Stock Option Plan for Employees of Mail Boxes Etc., the 1997B Stock 
Option Plan for Employees of Mail Boxes Etc. and the 1997 Stock Option Plan 
for former Non-Employee Directors of Mail Boxes Etc. (and any underlying 
original or predecessor plans).

         'Workflow Contribution' shall have the meaning assigned to such term 
in the recitals to this Agreement.

                                       8



         'Workflow Distribution' shall have the meaning assigned to such term 
in the recitals to this Agreement.

         'Workflow Group' shall mean Workflow Management and each Workflow 
Subsidiary. 

         'Workflow Management' shall have the meaning assigned to such term 
in the preamble to this Agreement.

         'Workflow Subsidiary' shall mean those entities that immediately 
after the completion of the Distributions will be Subsidiaries of Workflow 
Management.

                                     SECTION 2
                              Tax Returns to be Filed

         (a)   Consolidated Returns and Prior Period Consolidated Returns. 

               (i)   Each of the Companies will join, and will cause each of 
their respective Subsidiaries to join, in the Consolidated Returns to the 
extent each is eligible to join in such return under the provisions of the 
Code and the regulations thereunder. The Tax Administrator will cause the 
Consolidated Returns to be timely prepared and filed, and will timely prepare 
and file any consents and requests for extension of time within which to file 
the Consolidated Returns or any related information or similar returns. The 
Tax Administrator shall make the Consolidated Returns available to the Chief 
Financial Officers of the Spin-Off Companies for their review prior to filing 
and shall furnish them a copy of the return promptly after it is filed.

               (ii)  Each of the Spin-Off Companies agrees that it will cause 
its respective Chief Financial Officer to furnish to the Tax Administrator on 
a timely basis such information, schedules, analyses and any other items as 
may be reasonably required to prepare the Consolidated Returns.  Such 
information, schedules, analyses and other items will be prepared in a manner 
consistent with existing practice and in accordance with the work plan and 
schedule to be agreed upon among the Tax Administrator and the Chief 
Financial Officer of each of the Spin-Off Companies, acting reasonably, as 
soon as practicable after the Distribution Date.

               (iii) The Companies hereby agree to execute and deliver all 
documentation reasonably required (including powers of attorney, if 
requested) to enable the Tax Administrator to timely file, and to take all 
actions necessary or incidental to the filing of, the Consolidated Returns 
(including, without limitation, the execution of Treasury Form 1122), or 

                                       9



any amendment of the Consolidated Returns or any Prior Period Consolidated 
Return. The Tax Administrator shall decide in his sole discretion whether to 
file an amended return, and no consent of any Company shall be required for 
the filing of any such amended return.

               (iv)  Taxes with respect to the Consolidated Returns or any 
Prior Period Consolidated Return shall be paid or caused to be paid by USOP, 
which shall act as agent of the Spin-Off Companies and their includable 
Subsidiaries in all Tax matters having to do with the Consolidated Returns or 
any Prior Period Consolidated Return.

         (b)   Other Controlled Returns.  The Tax Administrator shall cause 
any other Controlled Returns and any amendment of any such Controlled Returns 
to be timely prepared, filed and paid, utilizing procedures substantially 
similar to those provided in Section 2(a) of this Agreement with respect to 
the Consolidated Returns and Prior Period Consolidated Returns.

         (c)   Other Tax Returns.  The Companies shall, and shall cause their 
respective Subsidiaries to, timely prepare and file Tax returns for any 
taxable period beginning prior to the Distribution Date (other than 
Controlled Returns) in those jurisdictions in which they are required to do 
so in a manner consistent with past practice. Taxes shown as payable on any 
Tax return filed by one of the Companies pursuant to this Section 2(c) shall 
be paid or caused to be paid by the Company responsible under this Section 
2(c) for filing such return or causing such return to be filed. The Tax 
Administrator shall have the right to approve any Tax returns filed pursuant 
to this Section 2(c) prior to such filing if USOP could be liable for Taxes 
due with respect to any such Tax returns under principles analogous to 
Treasury regulation section 1.1502-6.

                                     SECTION 3
               Consolidated Returns Computations of Tax and Payments

         (a)   Computations of Tax and Payments for the Consolidated Return 
year ending on April 25, 1998:

               (i)   On or before July 14, 1998, an interim Tax settlement 
payment shall be made to or by USOP by or to each of the Spin-Off Companies, 
as the case may be, equal to the difference between their respective Group's 
Separate Consolidated Federal Income Tax Liability (as reasonably determined 
by the Tax Administrator) and the net amounts previously paid with respect to 
estimated Taxes by such Group for the Consolidated Return year ending on 
April 25, 1998.  

                                       10



               (ii)  Based on computations to be prepared by the affected 
Spin-Off Company and approved by the Tax Administrator, an adjusting payment 
equal to the difference between its Group's Allocable Federal Income Tax 
Liability and the net amounts previously paid with respect to estimated Taxes 
by such Group for the Consolidated Return year ending on April 25, 1998, 
including payments pursuant to Sections 3(a)(i) of this Agreement, shall be 
made to or by USOP by or to such Spin-Off Company, as the case may be, on or 
before February 15, 1999 based on the Consolidated Return for the year ending 
April 25, 1998 as filed.

         (b)   Computations of Tax and Payments for the Consolidated Return 
year ending on April 24, 1999:

               (i)   On or before April 14, 1999, each of the Spin-Off 
Companies agrees to make payments to USOP equal to the excess, if any, of its 
Group's estimated Separate Consolidated Federal Income Tax Liability for the 
Consolidated Return year ending on April 24, 1999 (as reasonably determined 
by the Tax Administrator) over such Group's prior payments, including any 
payments with respect to estimated Taxes for such Consolidated Return year, 
and USOP agrees to make payments to each of the Spin-Off Companies equal to 
the excess, if any, of their respective Group's prior payments with respect 
to estimated Taxes for the Consolidated Return year ending on April 24, 1999 
over such Group's estimated Separate Consolidated Federal Income Tax 
Liability (as reasonably determined by the Tax Administrator) for the 
Consolidated Return year ending on April 24, 1999. 

               (ii)  On or before July 14, 1999, an interim Tax settlement 
payment shall be made to or by USOP by or to each of the Spin-Off Companies, 
as the case may be, equal to the difference between their respective Group's 
Separate Consolidated Federal Income Tax Liability (as reasonably determined 
by the Tax Administrator) and the net amounts previously paid with respect to 
estimated Taxes by such Group for the Consolidated Return year ending on 
April 24, 1999.  

               (iii) Based on computations to be prepared by the affected 
Spin-Off Company and approved by the Tax Administrator, an adjusting payment 
equal to the difference between its Group's Allocable Federal Income Tax 
Liability and the net amounts previously paid by such Group with respect to 
estimated Taxes for the Consolidated Return year ending on April 24, 1999, 
including payments pursuant to Sections 3(b)(i) and 3(b)(ii) of this 
Agreement, shall be made to or by USOP by or to such Spin-Off Company, as the 
case may be, on or before February 15, 2000 based on the Consolidated Return 
for the year ending April 24, 1999 as filed.  Each of the Spin-Off Companies 
shall increase or decrease, as the case may be, its Group's liability for 
such adjusting payment by the amount of any AMT credit carryforward allocated 
to its Group under the consolidated return regulations which exceeds or is 
less than, as the case may be, the AMT calculated on a separate consolidated 
basis.

                                       11



         (c)   Computations of Tax and Payments for Controlled Returns Other 
than Consolidated Returns.  Tax Payments shall be made to or by USOP by or to 
each of the Spin-Off Companies, as the case may be, utilizing procedures 
substantially similar to, and determining the amount payable by or to each 
Group using, to the extent possible, methods substantially similar to, those 
provided in Sections 3(a) and 3(b) of this Agreement with respect to any 
Controlled Return other than a Consolidated Return for any period beginning 
prior to the Distribution Date and ending on or after April 25, 1998.  

         (d)   Intercompany Transactions.  Each of the Spin-Off Companies 
shall be liable for and shall indemnify, defend and hold USOP harmless from 
and against any Losses with respect to Taxes attributable to any 
'intercompany transaction' to the extent such Loss is attributable to any 
'intercompany item' that such Spin-Off Company or any of its Subsidiaries is 
required to take into account immediately prior to the Distributions pursuant 
to Treasury Regulations section 1.1502-13.

                                     SECTION 4
                                   Special Rules

         (a)   If the Tax liability (including any interest relating thereto) 
for either Consolidated Return exceeds or is less than the total of the five 
Groups' Allocable Federal Income Tax Liability (including any interest 
relating thereto), a payment shall be made to or by USOP by or to each of the 
Spin-Off Companies equal to each of the Spin-Off Companies pro rata portion 
of such excess or shortfall based on their respective Group's relative 
Allocable Federal Income Tax Liability (including any interest relating 
thereto) for such Consolidated Return; provided, that AMT in an amount equal 
to any AMT credit carryforward from the Consolidated Returns allocated to a 
Group shall be charged to and paid by such Group.

         (b)   A payment shall be made to or by USOP by or to each of the 
Spin-Off Companies utilizing procedures substantially similar to those 
provided in Sections 4(a) of this Agreement with respect to any Controlled 
Return other than a Consolidated Return for any period beginning prior to the 
Distribution Date and ending on or after April 25, 1998.  

         (c)   Each of the Companies agrees that, unless it obtains consent 
of the Tax Administrator, all members of its Group will waive the carryback 
of any net operating loss from a Tax period beginning on or after the 
Distribution Date to the Consolidated Returns or Prior Period Consolidated 
Return.

                                       12



                                     SECTION 5
                     Deductions Related to Exercise of Options

         Notwithstanding anything to the contrary in Section 3 of this 
Agreement, any Tax saving or other benefit attributable to any compensation 
deduction arising from or in connection with the exercise by any employee of 
any Company, or of any such Company's Subsidiaries (determined immediately 
after the Distributions), of any option granted under any of the USOP Stock 
Plans shall be apportioned to the entity whose shares were issued upon the 
exercise of such option, provided that any compensation deduction arising 
from or in connection with any such exercise on or prior to the Closing Date 
by any employee of any Company or of any such Company's Subsidiaries 
(determined immediately after the Closing Date) shall be apportioned to such 
Company.

                                     SECTION 6
                                 Dispute Resolution

         In the event of a disagreement between the Tax Administrator and any 
or all of the Spin-Off Companies, all computations or recomputations of 
federal or state and local income and franchise Tax liability, and all 
computations or recomputations of any amount or any payment (including, but 
not limited to, computations of the amount of the Tax liability, any loss or 
credit or deduction, federal statutory Tax rate change for a year, 
utilization of carryback items, interest, penalties, and adjustments) and all 
determinations of the amount of payments or repayments, or determinations of 
any other nature necessary to carry out the terms of this Agreement will be 
reviewed by the national office of Ernst & Young, LLP (unless the disputing 
parties unanimously agree on another accounting firm of national reputation), 
with the costs of such review being shared equally by such disputing parties. 
 If any disagreement remains after any such review, including any 
disagreement as to the construction, applicability or binding nature of this 
Agreement, that disagreement shall be resolved by an arbitrator with the cost 
of such arbitration being shared equally by such disputing parties; provided 
that such arbitrator shall be a retired or former judge of the United States 
Tax Court or such other qualified person as the relevant parties may agree to 
designate; provided further, that, in the event that the relevant parties 
agree to designate a qualified person (other than a retired or former judge 
of the United States Tax Court), such other qualified person shall have had 
substantial experience with regard to settling complex Tax disputes.  The 
decision of the arbitrator shall be binding on the parties.

         If the procedures for resolving a dispute, controversy or claim 
between the Companies or any of their respective Subsidiaries arising out of 
or relating to this Agreement are not controlled by this Agreement, such 
dispute, controversy or claim shall be resolved (and costs 

                                       13



shall be apportioned) pursuant to the procedures set forth in Article IX of 
the Distribution Agreement.

                                     SECTION 7
                                 Survival of Terms

         The provisions of this Agreement shall survive the Distribution Date 
and remain in full force until all periods of limitations, including any 
extension or waiver periods, as well as the ten-year statute of limitations 
with respect to FTC redeterminations, for the Controlled Return taxable 
periods, have expired and no further carrybacks to such periods are possible 
and for 30 days thereafter; provided that the provisions of this Agreement 
shall remain in full force and effect with respect to any pending claim under 
this Agreement until the final resolution of such claim.

                                     SECTION 8
                                Parties to Cooperate

         Each of the Companies shall, and shall cause their respective 
Subsidiaries to, cooperate fully and to the extent reasonably requested by 
any other Company in connection with the preparation and filing of any return 
or the conduct of any audit, dispute, proceeding, suit or action concerning 
any issues or any other matter contemplated hereunder. Such cooperation shall 
include, without limitation, (i) the retention and provision on demand of 
books, records, documentation or other information relating to any Tax matter 
until the later of (x) the expiration of the applicable statute of limitation 
(giving effect to any extension, waiver, or mitigation thereof) and (y) in 
the event any claim has been made under this Agreement for which such 
information is relevant, until a Final Determination with respect to such 
claim, (ii) the provision of additional information with respect to, and 
explanations of, Tax practices (including elections, accounting methods, 
conventions and principles of taxation) and the provision of material 
described in clause (i) of this Section 8; (iii) the execution of any 
document that may be necessary or reasonably helpful in connection with the 
filing of any Tax return by any member of one of the Groups, or in connection 
with any audit, proceeding, suit or action addressed in the preceding 
sentence; and (iv) the use by each of the Companies of its reasonable efforts 
to obtain any documentation from a governmental authority or a third party 
that may be necessary or helpful in connection with the foregoing. Each of 
the Companies shall make its employees and facilities available on a mutually 
convenient basis to facilitate such cooperation and shall retain as permanent 
records all documentation necessary to enable it to determine any obligation 
under this Agreement. The records described above will be made available to 
representatives of any of the Companies within a reasonable time upon request 
and may be photocopied on an as needed basis.  The requesting Company shall 
pay the reasonable out of pocket costs incurred by any 

                                       14



Company, or Subsidiary thereof, in cooperating with the requesting Company 
pursuant to this Section 8.

                                     SECTION 9
                                      Notices

         Any notice, request, instruction or other communication to be given 
hereunder by any party to another shall be in writing and shall be deemed to 
have been duly given (i) on the date of delivery if delivered personally, or 
by telefacsimile, upon confirmation of receipt, (ii) on the first business 
day following the date of dispatch if delivered by Federal Express or other 
nationally reputable next-day courier service with proof of delivery, or 
(iii) on the fifth business day following the date of mailing if delivered by 
registered or certified mail, return receipt requested, postage prepaid.  All 
notices hereunder shall be delivered as set forth below, or pursuant to such 
other instructions as may be designated in writing by the party to receive 
such notice.

         (a)   If to Workflow Management:

               Workflow Management, Inc.
               240 Royal Palm Way
               Palm Beach, Florida 33480
               Attention:  Thomas B. D'Agostino
               Telefacsimile: (561) 659-7793

         (b)   If to School Specialty:

               School Specialty, Inc.
               1000 North Bluemound Drive
               Appleton, Wisconsin 54914
               Attention:  Daniel P. Spalding
               Telefacsimile: (920) 734-6276 

                                       15



         (c)   If to Aztec:

               Aztec Technology Partners, Inc.
               52 Roland Street
               Boston, Massachusetts 02129
               Attention:  James E. Claypoole
               Telefacsimile: (617) 623-58888

         (d)   If to Navigant:

               Navigant International, Inc.
               84 Inverness Circle East
               Englewood, Colorado 80112-5314
               Attention:  Edward S. Adams
               Telefacsimile: (303) 706-0770

         (e)   If to USOP:

               U.S. Office Products Company
               1025 Thomas Jefferson Street, N.W., Suite 600 East
               Washington, D.C.  20007-5490
               Attention:  Mark D. Director, Esq. 
                           Kathleen Delaney, Esq.
               Telefacsimile:  (202) 339-6733

               with copies to:
                    
               Clayton, Dubilier & Rice, Inc.
               375 Park Avenue
               Eighteenth Floor
               New York, NY  10152
               Attention:  Donald J. Gogel
               Telefacsimile: (212) 407-5200

                                       16



                                     SECTION 10
                                  Indemnification

         (a)   Pre-Distribution & Distribution Taxes.  

               (i)   USOP Indemnification.  USOP shall be liable for and 
shall indemnify, defend and hold the Spin-Off Companies harmless from and 
against any Losses with respect to Taxes that result from, or arise in 
connection with, an Adverse Tax Act of USOP or any of the Retained 
Subsidiaries.

               (ii)  Spin-Off Companies Indemnification. The Spin-Off 
Companies shall be jointly and severally liable for and shall jointly and 
severally indemnify, defend and hold USOP harmless from and against any 
Losses with respect to Taxes that result from, or arise in connection with, 
an Adverse Tax Act of any of the Spin-Off Companies or any of their 
respective Subsidiaries.

               (iii) Multiple Adverse Tax Acts.  If any Losses with respect 
to Taxes result from, or arise in connection with, (a) an Adverse Tax Act of 
USOP or any of the Retained Subsidiaries and (b) an Adverse Tax Act of any or 
all of the Spin-Off Companies or any of their respective Subsidiaries (each 
Spin-Off Company that is responsible or whose Subsidiary is responsible for 
an Adverse Tax Act a 'Distributing Tax Payor'), then the Spin-Off Companies 
shall be jointly and severally liable for and shall jointly and severally 
indemnify, defend and hold USOP harmless from and against a percentage of 
such Losses with respect to Taxes equal to the percentage determined by 
dividing (x) the aggregate Market Capitalizations of the Distributing Tax 
Payors by (y) the aggregate Market Capitalizations of the Distributing Tax 
Payors and USOP.

               (iv)  No Adverse Tax Acts.  If USOP incurs any Losses with 
respect to Taxes resulting from the Contributions or Distributions, as a 
result of the failure of the Contributions or Distributions to qualify under 
Section 355 or 368 of the Code or otherwise, including, without limitation, 
by reason of any stock or securities of any of the Spin-Off Companies failing 
to qualify as 'qualified property' within the meaning of Section 355(c)(2) of 
the Code, except to the extent such Losses result from an Adverse Tax Act by 
any of the Companies or any of their respective Subsidiaries, then each of 
the Spin-Off Companies shall be liable for and shall indemnify, defend and 
hold USOP harmless from the portion of such Losses that bears the same ratio 
to the aggregate amount of such Losses as the Market Capitalization of such 
Spin-Off Company bears to the aggregate Market Capitalization of all of the 
Companies.

         (b)   Treasury Regulations Sections 1.1502-6 and 1.1502-77.  USOP 
shall be liable for and shall indemnify, defend and hold each of the Spin-Off 
Companies harmless from 

                                       17



and against any federal or state income or franchise Taxes for the 
Consolidated Return or any Prior Period Consolidated Return for which any of 
the Spin-Off Company Groups may be liable solely as a result of the operation 
of Treasury Regulation Sections 1.1502-6 and 1.1502-77 or any state 
counterpart statute or regulation.

                                     SECTION 11
                            Tax Deficiencies and Claims

         (a)   Except as otherwise provided in Section 11(b), the Tax 
Administrator shall control all audits, examinations and proceedings with 
respect to Taxes with respect to any Controlled Returns.  The Tax 
Administrator shall have overall responsibility for obtaining and 
coordinating all responses in connection with any such proceedings with 
respect to any Controlled Returns.  To the extent that any such audit affects 
one of the Groups, such Group shall prepare and submit such responses in a 
manner consistent with prior practice; provided, however that the Tax 
Administrator shall have the right to approve all such responses prior to 
their submission.  Adjustments affecting solely the taxable income, gain, 
loss or deductions of, or Tax Credits generated by, any Group may be agreed 
upon or settled only upon approval of that Group, which approval shall not be 
unreasonably withheld or delayed.

         (b)   Spin-Off Company Claims.  Any proposed or actual income Tax 
deficiencies or refund claims with respect to Controlled Returns which arise 
from the business activities of one of the Spin-Off Company Groups, and do 
not otherwise affect any Controlled Return or the Tax treatment of the 
Contributions or Distributions, may be defended or prosecuted by such Group 
at its own cost and expense and with counsel and accountants of its own 
selection; provided that in an action for an income Tax deficiency such Group 
shall have theretofore acknowledged in writing its liability for such Taxes, 
if any.  The Tax Administrator may participate in any such prosecution or 
defense at USOP's cost and expense (in either event such cost or expense is 
not to include the amount of any payment of any Tax claim, interest or 
penalties, or of any compromise settlement or other disposition thereof). 
Notwithstanding the foregoing, none of the Spin-Off Company Groups shall have 
a right to an extension of the statute of limitations beyond the time 
reasonably necessary to complete review at the Appeals Division of the IRS or 
to any waiver of any other procedural safeguard without the prior written 
consent of the Tax Administrator, which consent shall not be unreasonably 
withheld.  The limitation expressed in the preceding sentence applies, but is 
not limited to, the filing of a petition with the United States Tax Court. If 
one of the Spin-Off Groups defends or prosecutes an action, it shall keep the 
Tax Administrator informed of matters relating to such defense or prosecution.

                                       18



         (c)   Cost of Advisors.  In connection with the defense of any audit 
of any Controlled Return, except with regard to claims described in Section 
11(b) of this Agreement, the Tax Administrator may retain advisors and charge 
the reasonable cost of their services to the appropriate Group or Groups. 

                                     SECTION 12
                        Payment of Deficiencies and Refunds

         (a)   The Allocable Federal Income Tax Liability and any other Tax 
liability of the Spin-Off Company Groups with respect to any Controlled 
Returns shall be adjusted in computations to be prepared by the relevant 
Spin-Off Company Group and approved by the Tax Administrator with respect to 
changes in the taxable income, loss, deduction or Tax credits of the relevant 
Spin-Off Company Group:

               (i)   in each instance when payments are to be made to, or 
refunds are received from, the relevant Taxing authority;

               (ii)  when no payment is to be made or refund is to be 
received due to offsetting adjustments, upon filing of an amended return, 
completion of an audit and an appellate review by the relevant Taxing 
authority; and

               (iii) to reflect the results of any Final Determination.

         Each of the Spin-Off Companies agree to pay to USOP additional 
amounts (plus penalties and additions to Tax, if any) equal to any increases 
in the Allocable Federal Income Tax Liability (or any other Tax liability 
with respect to a Controlled Return) of such Spin-Off Company's Group 
resulting from any such changes, and USOP agrees to pay to each of the 
Spin-Off Companies amounts equal to any decreases in the Allocable Federal 
Income Tax Liability (or any other Tax liability with respect to a Controlled 
Return) of each such Spin-Off Company's Group resulting from any such 
changes, in each case together with any interest relating thereto. For 
purposes of this Agreement, unless specifically provided otherwise, interest 
shall be computed at the federal statutory rate used, pursuant to Section 
6621(a) of the Code, by the IRS in computing the interest payable to or by it 
on the net balance due to or from the IRS. Any interest under Section 6621(c) 
of the Code shall be charged to the Group whose separate deficiency gave rise 
to such interest. If the separate deficiencies of more than one Group gave 
rise to such interest, then such interest shall be allocated between or among 
such Groups.  Penalties levied in respect of any Controlled Return shall be 
charged to the Group whose separate computations gave rise to such penalty.

                                       19



         (b)   Amounts payable to or from USOP from or to any of the Spin-Off 
Companies under Section 12(a) of this Agreement shall be paid upon written 
request therefor approved by the Tax Administrator, together with interest 
thereon from the original due date or such other date as may be appropriate 
under the circumstances. Any amounts due to or from USOP from or to any of 
the Spin-Off Companies under Section 12(a) of this Agreement as a result of a 
payment to a Taxing authority or the receipt of a refund shall be paid within 
five working days after such payment or receipt, together with appropriate 
interest thereon.  If no payment is to be made or refund is to be received 
due to offsetting items among the various Groups, then Tax and interest 
(computed at the IRS overpayment rates) shall be paid within 30 calendar days 
after the completion of each of the audit and appellate review of the Tax 
period in question and a Final Determination.  After expiration of the five 
day period (or, if applicable, 30 day period) any amounts unpaid shall bear 
interest computed from the date of payment or receipt (or, if applicable, 
completion or Final Determination) at the Prime Rate.

         (c)   No payment relating to a change in Allocable Federal Income 
Tax Liability (or any other Tax liability with respect to a Controlled 
Return) shall be made by or to any Group with respect to the IRS audit of any 
Controlled Return until the audit has been completed with respect to all 
Groups, unless such advance payment has been approved by the Tax 
Administrator.

                                     SECTION 13
                         Certain Post-Distribution Actions

         (a)   USOP.

               (i)   USOP shall comply with and otherwise not take any action 
inconsistent with any representation or statement made, or to be made, by or 
on behalf of any member of the USOP Group in connection with this Agreement 
or to USOP's outside Tax counsel in connection with such firm's rendering an 
opinion to the Companies as to certain Tax aspects of the Contributions and 
Distributions.

               (ii)  Until two years after the Distribution Date, USOP will 
maintain its status as a company engaged in the active conduct of a trade or 
business, as defined in Section 355(b) of the Code.

         (b)   Workflow Management.

               (i)   Workflow Management shall comply with and otherwise not 
take action inconsistent with each representation and statement made, or to 
be made, by or on behalf 

                                       20



of any member of the Workflow Group in connection with this Agreement or to 
USOP's outside Tax counsel in connection with such firm's rendering an 
opinion to the Companies as to certain Tax aspects of the Contributions and 
Distributions.

               (ii)  Until two years after the Distribution Date, Workflow 
Management will maintain its status as a company engaged in the active 
conduct of a trade or business, as defined in Section 355(b) of the Code.

         (c)   School Specialty.

               (i)   School Specialty shall comply with and otherwise not 
take action inconsistent with each representation and statement made, or to 
be made, by or on behalf of any member of the School Specialty Group in 
connection with this Agreement or to USOP's outside Tax counsel in connection 
with such firm's rendering an opinion to the Companies as to certain Tax 
aspects of the Contributions and Distributions.

               (ii)  Until two years after the Distribution Date, School 
Specialty will maintain its status as a company engaged in the active conduct 
of a trade or business, as defined in Section 355(b) of the Code.

         (d)   Aztec.

               (i)   Aztec shall comply with and otherwise not take action 
inconsistent with each representation and statement made, or to be made, by 
or on behalf of any member of the Technology Group in connection with this 
Agreement or to USOP's outside Tax counsel in connection with such firm's 
rendering an opinion to the Companies as to certain Tax aspects of the 
Contributions and Distributions.

               (ii)  Until two years after the Distribution Date, Aztec will 
maintain its status as a company engaged in the active conduct of a trade or 
business, as defined in Section 355(b) of the Code.

         (e)   Navigant.

               (i)   Navigant shall comply with and otherwise not take action 
inconsistent with each representation and statement made, or to be made, by 
or on behalf of any member of the Travel Group in connection with this 
Agreement or to USOP's outside Tax counsel in connection with such firm's 
rendering an opinion to the Companies as to certain Tax aspects of the 
Contributions and Distributions.

                                       21



               (ii)  Until two years after the Distribution Date, Navigant 
will maintain its status as a company engaged in the active conduct of a 
trade or business, as defined in Section 355(b) of the Code.

         (f)   During the two-year period following the Distribution Date, 
none of the Spin-Off Companies shall effect, or agree to effect, any 
Restricted Transaction unless and until the following conditions have been 
satisfied or waived, in writing, by USOP with respect to such Restricted 
Transaction:

               (i)   Such Company shall have given USOP at least 10 business 
days' written notice prior to effecting such Restricted Transaction, which 
notice shall describe the Restricted Transaction in detail reasonably 
sufficient to permit analysis of the potential effect of the Restricted 
Transaction on the U.S. federal income tax treatment of the Contributions and 
the Distributions; provided, that such Company will not be required to 
disclose the name of any other party participating in the Restricted 
Transaction unless such disclosure is necessary to permit such analysis; and 
provided further, that USOP will keep confidential all information relating 
to the Restricted Transaction;

               (ii)  Such Company shall have afforded USOP and its 
representatives 10 business days (which may overlap with the notice period in 
Section 13(f)(i) of this Agreement) to discuss with the Spin-Off Company and 
its representatives the terms of such Restricted Transaction, subject to the 
provisos in Section 13(f)(i); and 

               (iii) At USOP's request, such Company shall have provided to 
USOP, an opinion of outside counsel, reasonably satisfactory to USOP, in form 
and substance reasonably satisfactory to USOP, to the effect that such 
transaction will not adversely affect the U.S. federal income tax treatment 
of the Contributions and/or the Distributions as transactions described in 
Sections 355 and 368 of the Code.

                                     SECTION 14
       Entire Agreement and Termination of Existing Tax Allocation Agreements

         This Agreement contains the entire agreement among the Companies 
with respect to the subject matter hereof.  Any and all existing tax 
allocation agreements, written or unwritten, exclusively between any member 
of the USOP Group and any member of any of the Spin-Off Company Groups other 
than this Agreement shall be terminated immediately prior to the Distribution 
Date.  Nothing in this Section 14 shall affect any provision of the 
Distribution Agreement or of this Agreement relating to Taxes.

                                       22



                                     SECTION 15
                       Choice of Law; Successors and Assigns

         This Agreement shall be governed by and construed in accordance with 
the internal laws of the State of Delaware applicable to contracts made and 
to be performed entirely within such state, without regard to the conflicts 
of law principles of such state. 

         The provisions of this Agreement shall be binding upon, inure to the 
benefit of and be enforceable by the Companies and their respective 
successors and permitted assigns.

                                     SECTION 16
                                   Modifications

         This Agreement may not be amended, supplemented or discharged except 
by performance or by an instrument in writing signed by all of the Companies.

                                     SECTION 17
                                    Counterparts

         This Agreement may be executed simultaneously in two or more 
counterparts, each of which shall be deemed an original, but which together 
shall constitute one and the same instrument.

                                       23



         IN WITNESS WHEREOF, the Companies have duly executed this Agreement 
as of the date first above written.

                              U.S. OFFICE PRODUCTS COMPANY

                              By


                              Name:
                              Title:

 Seal

Attest:

                              WORKFLOW MANAGEMENT, INC.

                              By


                              Name:
                              Title:

 Seal

Attest:

                              SCHOOL SPECIALTY, INC.


                              By


                              Name:
                              Title:

 Seal

Attest:

                                       24



                              AZTEC TECHNOLOGY PARTNERS, INC.

                              By


                              Name:
                              Title:

 Seal

Attest:

                              NAVIGANT INTERNATIONAL, INC.


                              By


                              Name:
                              Title:

 Seal

Attest: