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                                  STAPLES, INC.

               PROPRIETARY AND CONFIDENTIAL INFORMATION AGREEMENT

         I, ____________________, recognize that Staples, Inc., a Delaware
corporation (the "Company", which term includes any subsidiaries thereof), is
engaged in the distribution and sale of retail office supplies.

         I understand that:

         A. As part of my employment by the Company I am expected to make new
contributions of value to the Company.

         B. My employment creates a relationship of confidence and trust between
me and the Company with respect to any information applicable to the business of
the Company and applicable to the business of any client or customer of the
Company, which may be made known to me by the Company or by any client or
customer of the Company, or learned by me during the period of my employment.

         C. The Company possesses and will continue to possess information that
has been created or developed, or has otherwise become known to the Company
(including without limitation information created, developed or made known by or
to me during the period of or arising out of my employment by the Company),
which information has commercial value in the business in which the Company is
engaged. All of the aforementioned information is hereinafter called
"Proprietary Information." By way of illustration, but not limitation,
Proprietary Information includes trade secrets, marketing plans, strategies,
forecasts and customer lists.

         D. As used herein, the period of my employment includes any time in
which I may be retained by the Company as a consultant.

         In consideration of my employment or continued employment, as the case
may be, and the compensation received by me from the Company from time to time,
I hereby agree as follows:

            1. All Proprietary Information shall be the sole property of the
Company and its assigns, and the Company and its assigns shall be the sole owner
of all rights in connection therewith. I hereby assign to the Company any rights
I may have or acquire in all Proprietary Information. At all times, both during
my employment by the Company and after its termination, I will keep in
confidence and trust all Proprietary Information or anything relating to it
without the written consent of the Company, except as may be necessary in the
ordinary course of performing my duties as an employee of the Company.

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            2. I agree that during the period of my employment by the Company I
will not, without the Company's express written consent, engage in any
employment or activity in any competitive business, other than for the Company.

            3. In the event of the termination of my employment by me or by the
Company for any reason, I will deliver to the Company all documents and
information of any nature pertaining to my work with the Company and I will not
take with me any documents or information of any description or any reproduction
of any description containing or pertaining to any Proprietary Information.

            4. Prior to entering the employ of the Company I have terminated
employment with one or more prior employers. I represent that my performance of
all the terms of this Agreement and as an employee of the Company does not and
will not breach any agreement to keep in confidence proprietary information
acquired by me or in trust prior to my employment by the Company. I have not
entered into, and I agree I will not enter into, any agreement either written or
oral in conflict herewith.

            5. I also understand that, in my employment with the Company, I am
not to breach any written obligations of confidentiality that I have to former
employers, and I agree that I shall fulfill all such obligations during my
employment with the Company. I agree to indemnify and hold harmless the Company,
its directors, officers and employees against any liabilities and expenses,
including amounts paid in settlement, incurred by any of them in connection with
any claim by any of my prior employers that the termination of my employment
with such employer, my employment by the Company, or use of any skills and
knowledge by the Company is a violation of contract or law.

            6. I agree that in addition to any other rights and remedies
available to the Company for any breach by me of my obligations hereunder, the
Company shall be entitled to enforcement of my obligations hereunder by court
injunction.

            7. If any provisions of this Agreement shall be declared invalid,
illegal or unenforceable, such provision shall be severed and all remaining
provisions shall continue in full force and effect.

            8. This agreement shall be effective as of the first day of
employment by the Company, namely: August 26, 1994.

            9. This agreement shall be binding upon me, my heirs, executors,
assigns and administrators and shall inure to the benefit of the Company, its
successors and assigns.

            10. This Agreement shall be governed in all respects by the laws of
the Commonwealth of Massachusetts.



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Dated:                                            By:_______________________


