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                            AGREEMENT NOT TO COMPETE

         This AGREEMENT NOT TO COMPETE is dated as of _________________ by and
between STAPLES, INC., a Delaware Corporation having offices at 100 Pennsylvania
Avenue, Framingham, Massachusetts 01701 (hereinafter referred to as the
"Company"), and _________________ (hereinafter referred to "Executive").

                      W I T N E S S E T H:

         WHEREAS, Executive is an officer and stock option-holder of the
Company; and

         WHEREAS, such relationship creates a relationship of confidence and
trust between the parties; and;

         WHEREAS, the Company, in reliance on this Agreement has and will
entrust Executive with information, knowledge and know-how which would be
detrimental to Company if Executive were to provide services or otherwise
participate in the operation of a competitor of the Company;

         NOW, THEREFORE, in consideration of the premises and mutual covenants
and agreements herein contained, the parties hereto agree as follows:

         1. In addition to compensation paid to Employee by the Company from
time to time, the Company shall pay to Executive the sum of One Dollar ($1.00),
receipt of which is hereby acknowledged, in exchange for Executive's promises as
set forth herein.

         2. (a) For all periods beginning upon the date hereof and ending two
years from the date of termination of his/her employment with the Company,
Executive shall not directly or indirectly as owner, partner, joint ventures,
stockholder, employee, broker, agent, principal, trustee, corporate officer,
director, licenser, or in any capacity whatsoever engage in, become financially
interested in, be employed by or have any connection with, any business engaged
principally in the sale of office supplies in any country where the Company or
any of its subsidiaries is then engaged in such sales; provided, however, that
Executive may own any securities of any corporation which is engaged in such
business and is publicly owned and traded but in an amount not to exceed at any
one time one percent of class of stock or securities of such corporation.

            (b) Executive agrees that for a period of two years following
termination of employment with the Company, he/she will not solicit or in any
manner encourage employees of the company to leave its employ. Executive further
agrees that during such period he/she will not offer or cause to be offered
employment to any person who is employed by the Company at any time during the
six months prior to the termination of his/her employment with the Company.

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                  (c) In case any one or more of the terms contained in
subparagraphs (a) or (b) or this Paragraph 2 shall for any reason become
invalid, illegal, or unenforceable, such invalidity, illegality or
unenforceability shall not affect any other terms herein, but such terms shall
be deemed deleted and such deletion shall not affect the validity of the other
terms of this Paragraph 2. In addition, if any one or more of the terms
contained in subparagraphs (a) or (b) of this Paragraph 2 shall for any reason
be held to be excessively broad with regard to time, duration, geographic scope
or activity that term shall be construed in a manner to enable it to be enforced
to the extent compatible with applicable law.

         3. The parties agree that failure to comply with subparagraphs (a) or
(b) of Paragraph 2 cannot be reasonably or adequately compensated in damages in
an action at law and breach of these provisions of this Agreement will cause the
Company irreparable damage. Therefore, in addition to the other remedies which
may be available to it, in law or in equity, the Company shall be entitled to
injunctive relief without bond or other security with respect to the breach of
subparagraphs (a) or (b) of Paragraph 2.

         4. The termination of Executive's employment with the Company shall not
affect the enforceability of this Agreement. Nothing in this Agreement shall be
deemed to imply any obligation of continued employment of Executive by the
Company which employment shall be "at will" unless otherwise specifically agreed
in writing.

         5. This Agreement shall be binding upon the legal representatives,
heirs, successors and assigns of the parties hereto. It may not be changed
orally, but only by a writing signed by the party against whom enforcement of
any such change is sought. It is agreed that a waiver by either party of a
breach of any provisions of this Agreement shall not operate or be construed as
a waiver of any subsequent breach by that same party. This Agreement shall be
governed by the laws of the Commonwealth of Massachusetts.

STAPLES, INC.

By: __________________________
         its:


EXECUTIVE:
                                                 ______________________________
                                         

