
<PAGE>   1
            
                                          
                    5% Convertible Subordinated Debentures
                                   due 1999
                                      
                                STAPLES, INC.
                                      
                              STANDBY AGREEMENT
                              -----------------            
                                                                   June 20, 1995
                                                                         
            Alex. Brown & Sons Incorporated
            135 East Baltimore Street
            Baltimore, MD  21202
            
            Dear Sirs/Mesdames:
            
                 Staples, Inc., a Delaware corporation (the "Company"), 
            proposes to call for redemption on July 10, 1995  (the 
            "Redemption Date"), all its outstanding 5% Convertible 
            Subordinated Debentures due 1999 (the "Securities") at 
            103.571% of the principal amount thereof plus accrued 
            interest from May 1, 1995 to the Redemption Date (the 
            "Redemption Price").  The Securities are convertible into 
            shares of the Company's Common Stock, $0.0006 par value per 
            share (the "Common Stock"), at any time prior to the close 
            of business on June 30, 1995 (the "Expiration Date").  The 
            Company desires to make arrangements pursuant to which you 
            (the "Purchaser") will purchase from the Company, on the 
            terms and subject to the conditions set forth herein, such 
            number of shares of Common Stock, if any (the "Conversion 
            Shares"), that would have been issuable upon conversion of 
            the Securities that have not been surrendered for 
            conversion on or prior to the Expiration Date.
            
                 The Company confirms as follows its agreements with the 
            Purchaser.
            
                 1.   AGREEMENT TO SELL AND PURCHASE.
            
                           On the basis of the representations, warranties and 
            agreements of the Company herein contained and subject to 
            all the terms and conditions of this Agreement, the Company 
            agrees to sell to the Purchaser, and the Purchaser agrees 
            to purchase from the Company, the Conversion Shares at a 
            price per share of $20.9086 (the "Price Per Share").
            
                 2.   DELIVERY AND PAYMENT.  (a)  Delivery of the Conversion 
            Shares shall be made to the Purchaser against payment of 
            the purchase price by certified or official bank check 
            payable in New York Clearing House (next-day) funds to the 
            order of the Trustee (as defined below), at the offices of 
            Alex. Brown & Sons Incorporated, 135 East Baltimore Street, 
            Baltimore, Maryland. Such payment shall be made at 10:00 
            a.m.,  Eastern time, on the second business day prior to 
            the Redemption Date (such date is 
<PAGE>   2
            
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            hereinafter referred to  as the "Closing Date").  The Company shall
            advise the  Purchaser in writing no later than 7:00 p.m., New York
            City  time, on the fifth business day prior to the Redemption  Date
            of the number of shares of Common Stock comprising the  Conversion
            Shares.
            
                At the Closing Date, the Company shall deliver to the 
            Purchaser a certificate registered in the name of the  Purchaser
            representing all of the Conversion Shares.  At  10:00 a.m., Eastern
            time, on the second business day  immediately following the Closing
            Date, or at such other time on such other date as may be
            agreed on by the Company  and the Purchaser (the "Exchange Date"),
            the Company will  deliver to the Purchaser, in exchange for the
            certificate  referred to in the preceding sentence, certificates 
            evidencing the Conversion Shares that are in definitive  form and
            registered in such names and in such denominations  as the
            Purchaser shall request at least 36 hours prior to  the Exchange
            Date by written notice to the Company.  For  the purpose of
            expediting the checking and packaging of certificates for the
            Conversion Shares, the Company agrees to make such certificates
            available for inspection at least 18 hours prior to the Exchange
            Date.
            
                The cost of original issue tax stamps, if any, in  connection
            with the issuance and delivery of the Conversion  Shares by the
            Company to the Purchaser shall be borne by  the Company.  The
            Company will pay and save the Purchaser  and any subsequent holder
            of the Conversion Shares harmless  from any and all liabilities
            with respect to or resulting  from any failure or delay in paying
            Federal and state stamp  and other transfer taxes, if any, which
            may be payable or  determined to be payable in connection with the
            original  issuance or sale to the Purchaser of the Conversion
            Shares.
            
                (b)  It is understood that the Purchaser intends to  resell the
            Conversion Shares at prices prevailing in the  open market.  The
            Purchaser agrees to remit to the Company  50% of the Profit (as
            defined below) received on the resale  of the Conversion Shares. 
            As used herein, "Profit" means  the excess of the aggregate
            proceeds received by the  Purchaser on the resale of the Conversion
            Shares over the  aggregate purchase price paid by the Purchaser to
            the  Company therefor after deduction from such proceeds of sale 
            of the cost of funds to carry Conversion Shares at the  Purchaser's
            then current cost of funds, per annum, any  selling concessions,
            transfer taxes and other direct  out-of-pocket selling expenses. 
            Upon completion of the sale of the Conversion Shares, the
            Purchaser shall furnish to the Company a statement setting forth
            the aggregate  proceeds received on the sale thereof and the
            applicable  selling concessions, cost of carry, transfer taxes and 
            other direct out-of-pocket selling expenses.  For purposes  of the
            foregoing determination, any Conversion Shares not  sold by the
            Purchaser prior to 5:00 p.m., Eastern time, on  the 20th business
            day after the Closing Date shall be  deemed to have been sold on
            such 20th business day for an  amount equal to the last sale price
            of the Common Stock on  such day as reported by the National
            Association of  Securities Dealer Automated Quotation System on
            such day.  Nothing contained herein shall limit the right of the 
            Purchaser, in its sole discretion, to determine the price  or
            prices at which, or (subject to Section 4(q)) the time or times
            when, any Conversion Shares shall be sold, whether or not prior to
            the Redemption Date and whether or not for long or short account.

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                   (c)  Until the Expiration Date, the Purchaser may (but shall
            be under no obligation to ) purchase Securities, in  the open
            market or otherwise, in such amounts and at such prices as the
            Purchaser may deem advisable.  All Securities so purchased will be
            converted by the Purchaser into Common  Stock.  It is understood
            that, for the purpose of stabilizing the price of the Common Stock
            or otherwise, the  Purchaser may make purchases and sales of Common
            Stock, in  the open market or otherwise, for long or short account,
            on  such terms as it may deem advisable and it may overallot in 
            arranging sales.
            
                   (d)  As compensation for the commitment of the Purchaser 
            hereunder, the Company will pay on the Closing Date to the 
            Purchaser the sum of (i) $240,000, (ii) an amount equal to 
            the product of (A) $.50 and (B) the aggregate number of 
            Conversion Shares purchased by the Purchaser in excess of 
            287,500 but less than or equal to 2,875,000 and (iii) an 
            amount equal to the product of (A) $.65 and (B) the 
            aggregate number of Conversion Shares purchased by the 
            Purchaser in excess of 2,875,000.  Such compensation shall 
            not be payable if the Purchaser terminates its commitment 
            hereunder pursuant to Section 7 or if the Purchaser 
            determines not to purchase the Conversion Shares on the 
            Closing Date as a result of a failure to be satisfied of 
            the condition set forth in Section 5(c).
            
                   (e)  Notwithstanding anything to the contrary in this 
            Agreement, under no circumstances shall the aggregate 
            underwriters' compensation payable under this Agreement 
            exceed the maximum amount permitted to be paid under the 
            rules and interpretations of the National Association of 
            Securities Dealers, Inc.
            
                 3.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
            
                 The Company represents, warrants and covenants to the 
            Purchaser that:
            
                      (a)  The Company meets the requirements for use of 
            Form S-3 and a registration statement on Form S-3 relating 
            to the issuance of Common Stock upon conversion of the 
            Securities or to the Purchaser hereunder and the resale of 
            the Conversion Shares acquired by the Purchaser 
            contemplated hereby, including such amendments to such 
            registration statement as may have been required to the 
            date of this Agreement, has been prepared by the Company 
            under the provisions of the Securities Act of 1933, as 
            amended (the "Act"), and the rules and regulations 
            (collectively referred to as the "Rules and Regulations") 
            of the Securities and Exchange Commission (the 
            "Commission") thereunder, and has been filed with the 
            Commission.  Copies of such registration statement have 
            been delivered to the Purchaser.  A final prospectus will 
            be filed by the Company with the Commission if required by, 
            and in accordance with, Rule 424(b) of the Rules and 
            Regulations.  The term "Registration Statement" means the 
            registration statement as amended at the time it becomes 
            effective (the "Effective Date"), including financial 
            statements and all exhibits.  The term "Prospectus" means 
            the prospectus as first filed with the Commission pursuant 
            to Rule 424(b) of the Rules and Regulations or, if no such 
            filing is required, the form of final prospectus included 
            in the 

<PAGE>   4
            
                                         -4-
                                          
            
            Registration Statement at the Effective Date.  Any  reference
            herein to the Registration Statement, any preliminary prospectus
            or the Prospectus shall be deemed to refer to and include the
            documents incorporated by  reference therein pursuant to Item 12 of
            Form S-3 which were filed under the Securities Exchange Act of
            1934, as amended (the "Exchange Act"), on or before the Effective 
            Date or the date of such preliminary prospectus or the  Prospectus,
            as the case may be.  Any reference herein to the terms "amend,"
            "amendment" or "supplement" with respect to the Registration
            Statement or the Prospectus shall be deemed to refer to and
            include the filing of any document under the Exchange Act after
            the Effective Date, or the  date of the Prospectus, as the case may
            be, and deemed to  be incorporated therein by reference.
            
                      (b)  On the Effective Date, the date the Prospectus is 
            first filed with the Commission pursuant to Rule 424(b) (if 
            required), at all times subsequent to and including the 
            Closing Date and when any post-effective amendment to the 
            Registration Statement becomes effective or any amendment 
            or supplement to the Prospectus is filed with the 
            Commission, the Registration Statement and the Prospectus 
            (as amended or as supplemented if the Company shall have 
            filed with the Commission any amendment or supplement 
            thereto), including the financial statements included or 
            incorporated by reference in the Prospectus, did or will 
            comply in all material respects with the Act, the Exchange 
            Act, the rules and regulations thereunder (the "Exchange 
            Act Rules and Regulations") and the Rules and Regulations 
            and will contain all statements required to be stated 
            therein in accordance with the Act, the Exchange Act, the 
            Exchange Act Rules and Regulations and the Rules and 
            Regulations.  None of the Registration Statement, as of the 
            Effective Date, any post-effective amendment to the 
            Registration Statement, as of its effective date, or the 
            Prospectus or any such amendment or supplement thereto, as 
            of the date hereof, did or will contain an untrue statement 
            of the material fact or omit to state a material fact 
            required to be stated therein or necessary in order to make 
            the statements therein not misleading.  At the Effective 
            Date, at the date any amendment or supplement to the 
            Prospectus is filed with the Commission and at the Closing 
            Date, the Prospectus did not or will not contain any untrue 
            statement of a material fact or omit to state a material 
            fact necessary to make the statements therein, in light of 
            the circumstances under which they were made, not 
            misleading.  The foregoing representations and warranties 
            in this Section 3(b) do not apply to any statements or 
            omissions made in reliance on and in conformity with 
            information relating to the Purchaser furnished in writing 
            to the Company by the Purchaser specifically for inclusion 
            in the Registration Statement or Prospectus or any 
            amendment or supplement thereto.  For all purposes of this 
            Agreement, the statements with respect to the public 
            offering of the Conversion Shares set forth under the 
            caption "Standby and Other Arrangements" in the Prospectus 
            constitute the only information relating to the Purchaser 
            furnished in writing to the Company by the Purchaser 
            specifically for inclusion in the Registration Statement.  
            The Company has not distributed any offering material in 
            connection with the offering or sale of the Conversion 
            Shares other than the Registration Statement, the 
            Prospectus or any other materials, if any, permitted by the 
            Act.
<PAGE>   5
            
                                         -5-
                                          
            
            
                        
                  (c)  The documents which are incorporated by reference in 
            the preliminary prospectus and the Prospectus or from which 
            information is so incorporated by reference, when they 
            become effective or were filed with the Commission, as the 
            case may be, complied in all material respects with the 
            requirements of the Act or the Exchange Act, the Exchange 
            Act Rules and Regulations, and the Rules and Regulations, 
            as applicable; and any documents so filed and incorporated 
            by reference subsequent to the Effective Date shall, when 
            they are filed with the Commission, conform in all material 
            respects with the requirements of the Act and the Exchange 
            Act, the Exchange Act Rules and Regulations and the Rules 
            and Regulations, as applicable.  None of such documents 
            incorporated by reference contained an untrue statement of 
            a material fact or omitted to state a material fact 
            required to be stated therein or necessary to make the 
            statements therein not misleading.
            
                  (d)  The only subsidiaries (as defined in the Rules and 
            Regulations) of the Company are the subsidiaries listed on 
            Exhibit A hereto (the "Subsidiaries").  The Company and 
            each of its Subsidiaries is, and at the Closing Date will 
            be, a corporation duly organized, validly existing and in 
            good standing under the laws of its jurisdiction of 
            incorporation.  The Company and each of its Subsidiaries 
            has, and at the Closing Date will have, full power and 
            authority to conduct all the activities conducted by it, to 
            own or lease all the assets owned or leased by it and to 
            conduct its business as described in the Registration 
            Statement and the Prospectus.  The Company and each of its 
            Subsidiaries is, and (except for any Subsidiaries which may 
            be merged into the Company prior to such date) at the 
            Closing Date will be, duly licensed or qualified to do 
            business and in good standing as a foreign corporation in 
            all jurisdictions in which it owns or leases properties or 
            otherwise maintains an office for the transaction of 
            business, or in which the failure to be so licensed or 
            qualified or in good standing could subject it to a 
            material liability or disability.  All of the outstanding 
            shares of capital stock of the Subsidiaries have been duly 
            authorized and validly issued and are fully paid and 
            non-assessable and are owned by the Company or another 
            Subsidiary free and clear of all liens, encumbrances and 
            claims whatsoever.  Except for (i) the stock of the 
            Subsidiaries, (ii) as disclosed in the Registration 
            Statement, (iii) the stock of Macauley's Business 
            Resources, Inc. ("MBRI") (which is expected to be purchased 
            by the Company prior to the Closing Date), and (iv) a 
            minority interest in certain industry buying groups (none 
            of which is material, individually or in the aggregate, to 
            the Company), the Company does not own, and at the Closing 
            Date will not own, directly or indirectly, any shares of 
            stock or any other equity or long-term debt securities of 
            any corporation or have any equity interest in any firm, 
            partnership, joint venture, association or other entity.  
            Complete and correct copies of the certificate of 
            incorporation and of the by-laws of the Company and each of 
            its Subsidiaries and all amendments thereto have been 
            delivered (in the case of the Company) or made available 
            (in the case of the Subsidiaries) to the Purchaser, and 
            (except pursuant to the upstream mergers referred to in 
            this paragraph) no changes therein will be made subsequent 
            to the date hereof and prior to the Closing Date.
            
                      (e)  The outstanding shares of Common Stock have been, 
            the shares of Common Stock to be issued upon the conversion 
            of the Securities upon issuance will be, 
<PAGE>   6
            
                                         -  6-
                                          
            
            
            and the Conversion  Shares upon issuance and payment of the
            purchase price  therefor in accordance with the terms of this
            Agreement  will be, duly authorized, validly issued, fully paid and 
            nonassessable and will not be subject to any preemptive or  similar
            right.  The description of the Common Stock in the  Registration
            Statement and the Prospectus is, and at the         Closing Date
            will be, complete and accurate in all material  respects.  Except
            as set forth in the Prospectus, the  Company does not have
            outstanding, and at the Closing Date  will not have outstanding,
            any options to purchase, or any  rights or warrants to subscribe
            for, or any securities or  obligations convertible into, or any
            contracts or  commitments to issue or sell, any shares of Common
            Stock,  any shares of capital stock of any Subsidiary or any such 
            warrants, convertible securities or obligations, except for  (i)
            options granted and Common Stock issued (which shall be  in the
            ordinary course of business consistent with past  practice)
            pursuant to the Company's employee and/or  director stock plans
            described in the Prospectus since the  date as of which such
            information is set forth in the  Prospectus, (ii) pursuant to the
            acquisition agreement with  the stockholders of MBRI and (iii)
            pursuant to the Merger  Agreement among the Company, MICO Business
            Products, Inc.  and a subsidiary of the Company dated May 11, 1995
            (the  "MICO Agreement").
            
                   (f)  The principal amount of the Securities (but not any 
            interest accrued thereon) is convertible into Common Stock 
            until the Expiration Date at a conversion price of $20.00 
            per share.  At the close of business on the business day 
            immediately preceding the date hereof, there was  
            $115,000,000; aggregate principal amount of Securities 
            outstanding.  On the Redemption Date, the Securities shall 
            have been duly called for redemption at the Redemption 
            Price in accordance with the terms of the Indenture, dated 
            November 2, 1992 (the "Indenture"), between the Company and 
            The First National Bank of Boston, as trustee (the 
            "Trustee").  A copy of the form of notice of redemption 
            of the Securities (the "Notice of Redemption") has been 
            delivered to the Purchaser.  The amount of accrued and 
            unpaid interest on the Securities as of the Redemption Date 
            is $9.72 per $1,000.00 principal amount.
            
                   (g)  The financial statements and schedules included or 
            incorporated by reference in the Registration Statement or 
            the Prospectus present fairly the consolidated financial 
            condition of the Company as of the respective dates thereof 
            and the consolidated results of operations and cash flows 
            of the Company for the respective periods covered thereby, 
            all in conformity with generally accepted accounting 
            principles applied on a consistent basis throughout the 
            entire period involved, except as otherwise disclosed in 
            the Prospectus.  No other financial statements or schedules 
            of the Company are required by the Act, the Exchange Act or 
            the Rules and Regulations to be included in the 
            Registration Statement or the Prospectus.  Ernst & Young 
            LLP, and KPMG Peat Marwick (the "Accountants"), who have reported 
            on such financial statements and schedules, are independent 
            accountants with respect to the Company as required by the Act and
            the Rules and Regulations.  The statements included in the 
            Registration Statement with respect to the Accountants 
            pursuant to Rule 509 of Regulation S-K of the Rules and 
            Regulations are true and correct in all material respects.

<PAGE>   7

                                     -7-
            
                   (h)  Subsequent to the respective dates as of which 
            information is given in the Registration Statement and the 
            Prospectus and prior to the Closing Date, except as set 
            forth in or contemplated by the Registration Statement and 
            the Prospectus, (i) there has not been and will not have 
            been any change in the capitalization of the Company 
            (except for the grant or exercise of options or the 
            issuance of Common Stock, in each case pursuant to employee 
            and/or director stock plans described in the Prospectus or 
            the conversion of the Securities and for stock issued in 
            connection with the MBRI acquisition or pursuant to the 
            MICO Agreement), or any material change in the business, 
            properties, business prospects, condition (financial or 
            otherwise) or results of operations of the Company and its 
            Subsidiaries, taken as a whole, arising for any reason 
            whatsoever, (ii) neither the Company nor any of its 
            Subsidiaries has incurred nor will it incur any liabilities 
            or obligations, direct or contingent, that are material to 
            the Company and its Subsidiaries, taken as a whole, nor has 
            it entered into nor will it enter into any material 
            transactions other than pursuant to this Agreement and the 
            transactions referred to herein and (iii) the Company has 
            not and will not have paid or declared any dividends or 
            other distributions of any kind on any class of its capital 
            stock.
            
                   (i)  The Company is not an "investment company" or an 
            "affiliated person" of, or "promoter" or "principal 
            underwriter" for, an "investment company," as such terms 
            are defined in the Investment Company Act of 1940, as 
            amended.
            
                   (j)  Except as set forth in the Registration Statement 
            and the Prospectus, there are no actions, suits or 
            proceedings pending or threatened against or affecting the 
            Company or any of its Subsidiaries or any of their 
            respective officers in their capacity as such, before or by 
            any Federal or state court, commission, regulatory body, 
            administrative agency or other governmental body, domestic 
            or foreign, wherein an unfavorable ruling, decision or 
            finding might reasonably materially and adversely affect 
            the business, properties, business prospects, condition 
            (financial or otherwise) or results of operations of the 
            Company and its Subsidiaries, taken as a whole.
            
                   (k)  The Company and each of its Subsidiaries has, and at 
            the Closing Date will have, (i) all governmental licenses, 
            permits, consents, orders, approvals and other 
            authorizations required to carry on its business as 
            contemplated in the Prospectus, except for any of the 
            foregoing the failure to have of which could not have a 
            material adverse effect on the Company and its 
            Subsidiaries, taken as a whole, (ii) complied in all 
            material respects with all laws, regulations and orders 
            applicable to it or its business and (iii) performed in all 
            material respects all its obligations required to be 
            performed by it, and is not, and at the Closing Date will 
            not be, in default in any material respect, under any 
            indenture, mortgage, deed of trust, voting trust agreement, 
            loan agreement, bond, debenture, note agreement, lease, 
            contract or other agreement or instrument (collectively, a 
            "contract or other agreement") to which it is a party or 
            by which its property is bound or affected.  To the best 
            knowledge of the Company and each of its Subsidiaries, no 
            other party under any contract or other agreement to which 
            it is a party that is material to the Company and its 
            Subsidiaries, taken as a whole, is in default in any 
            material respect thereunder.  Neither the Company nor any 
            of its Subsidiaries is, nor at the Closing Date 

<PAGE>   8
                                     -8-


            will any of them be, in violation of any provision of its
            certificate of incorporation or by-laws. The Company has not been 
            advised, and has no reason to believe, that either it or any of
            its Subsidiaries is not conducting business in compliance with all
            applicable laws, rules and regulations of the jurisdictions in
            which it is conducting business, including, without limitation,
            all applicable local, state and federal environmental laws and
            regulations, except where failure to be so in compliance would not
            materially adversely affect the condition (financial or
            otherwise), business, results of operations or prospects of the
            Company and its Subsidiaries, taken as a whole.
      
                  (l)  No consent, approval, authorization or order of, or 
            any filing or declaration with, any court or governmental 
            agency or body is required in connection with the 
            authorization, issuance, transfer, sale or delivery of the 
            Conversion Shares by the Company or the shares of Common 
            Stock to be issued upon the conversion of the Securities, 
            in connection with the execution, delivery and performance 
            of this Agreement by the Company or in connection with the 
            taking by the Company of any action contemplated hereby, 
            except such as have been obtained under the Act or the 
            Rules and Regulations and such as may be required under 
            state securities or Blue Sky laws or the by-laws and rules 
            of the National Association of Securities Dealers, Inc.  
            (the "NASD") in connection with the purchase and 
            distribution by the Purchaser of the Conversion Shares.
            
                  (m)  The Company has full corporate power and authority 
            to enter into this Agreement.  Each of this Agreement, the 
            Indenture and the Securities has been duly authorized, 
            executed and delivered by the Company and constitutes a 
            valid and binding agreement or obligation of the Company 
            and is enforceable against the Company in accordance with 
            the terms hereof and thereof.  The Company has full 
            corporate power and authority to call the Securities for 
            redemption, to convert and redeem the Securities and to 
            issue the Conversion Shares and the shares of Common Stock 
            to be issued upon the conversion of the Securities, all as 
            described in the Prospectus, and all such actions have been 
            duly authorized by the Company.  Neither the call of the 
            Securities for redemption, the conversion of the 
            Securities, the redemption of the Securities, the 
            performance of this Agreement nor the consummation of the 
            transactions contemplated hereby will result in the 
            creation or imposition of any lien, charge or encumbrance 
            upon any of the assets of the Company or any of its 
            Subsidiaries pursuant to the terms or provisions of, or 
            result in a breach or violation of any of the terms or 
            provisions of, or constitute a default under, or give any 
            other party a right to terminate any of its obligations 
            under, or result in the acceleration of any obligation 
            under, the certificate of incorporation or by-laws of the 
            Company or any of its Subsidiaries, any contract or other 
            agreement to which the Company or any of its Subsidiaries 
            or any of its properties is bound or affected, or violate 
            or conflict with any judgment, ruling, decree, order, 
            statute, rule or regulation of any court or other 
            governmental agency or body applicable to the business or 
            properties of the Company or any of its Subsidiaries.
            
                      (n)  The Company and each of its Subsidiaries has good 
            and marketable title to all properties and assets described 
            in the Prospectus as owned by it, free and clear of all 
            liens, charges, encumbrances or restrictions, except such 
            as are described in the 
<PAGE>   9
                                     -9-


            Prospectus or are not material to the business of the Company
            and its Subsidiaries, taken as a whole. The Company or one of its
            Subsidiaries has valid, subsisting and enforceable leases for the
            properties  described in the Prospectus as leased by it, with such 
            exceptions as are not material and do not materially interfere
            with the use made and proposed to be made of such properties by
            the Company or such Subsidiaries.
            
                   (o)  There is no document or contract of a character 
            required by the Act or the Rules and Regulations to be 
            described in the Registration Statement or the Prospectus 
            or to be filed as an exhibit to the Registration Statement 
            which is not described or filed as required.  Except as set 
            forth in the Prospectus, all such contracts to which the 
            Company or any Subsidiary is a party have been duly 
            authorized, executed and delivered by the Company or such 
            Subsidiary, constitute valid and binding agreements of the 
            Company or such Subsidiary and are enforceable against the 
            Company or such Subsidiary in accordance with the terms 
            thereof (except as such enforceability may be limited by 
            bankruptcy or insolvency law, general principles of equity, 
            limitations on the enforceability of indemnification 
            agreements or agreements not to compete, and other similar 
            legal limitations applicable to contracting parties 
            generally).
            
                   (p)  No statement, representation, warranty or covenant 
            made by the Company in this Agreement or made in any 
            certificate or document required by this Agreement to be 
            delivered to the Purchaser was or will be, when made, 
            inaccurate, untrue or incorrect in any material respect.  
            The Company has not distributed and will not distribute 
            prior to the Redemption Date any offering material in 
            connection with the offering and sale of the Conversion 
            Shares other than the Prospectus, the Registration 
            Statement and the other materials permitted by the Act.
            
                   (q)  Neither the Company nor, to the best of the 
            Company's knowledge, any of its directors, officers or 
            controlling persons has taken, directly or indirectly, any 
            action intended, or which might reasonably be expected, to 
            cause or result, under the Act or otherwise, in, or which 
            has constituted, stabilization or manipulation of the price 
            of any security of the Company to facilitate the conversion 
            of the Securities or the sale or resale of the Conversion 
            Shares.
            
                   (r)  No holder of securities of the Company has rights to 
            the registration of any securities of the Company because 
            of the filing of the Registration Statement.
            
                   (s)  The Conversion Shares and the shares of Common Stock 
            to be issued upon conversion of the Securities are eligible 
            for quotation on the National Association of Securities 
            Dealers Automated Quotation System.
            
                   (t)  Neither the Company nor any of its Subsidiaries is 
            involved in any material labor dispute nor, to the 
            knowledge of the Company, is any such dispute threatened.

<PAGE>   10
                                     -10-

            
                   (u)  The name "Staples" is a trademark of the Company 
            which has been duly registered with the U.S. Patent and 
            Trademark Office; the Company has the right to use such 
            trademark in connection with its business as currently and 
            as proposed to be conducted in the United States and the 
            Company has not received any notice that its current and 
            proposed use (in the U.S. or abroad) of such trademark 
            infringes any rights of any other party except as set forth 
            in the Prospectus.  Except as disclosed in or specifically 
            contemplated by the Prospectus, the Company and its 
            Subsidiaries have sufficient trademarks, trade names, 
            patent rights, mask works, copyrights, licenses, approvals 
            and governmental authorizations to conduct their businesses 
            as now conducted; except for any possible expiration of the 
            Company's rights to use the trademark "Staples" or any 
            derivation thereof, the expiration of any trademarks, trade 
            names, patent rights, mask works, copyrights, licenses, 
            approvals or governmental authorizations would not have a 
            material adverse effect on the condition (financial or 
            otherwise), business, results of operations or prospects of 
            the Company and its Subsidiaries, taken as a whole; and the 
            Company has no knowledge of any material infringement by it 
            or its Subsidiaries of trademark, trade name rights, patent 
            rights, mask works, copyrights, licenses, trade secret or 
            other similar rights of others, and, other than the 
            litigation in Canada regarding the Business Depot which has 
            been disclosed to the Purchaser, there is no claim being 
            made against the Company or its Subsidiaries regarding 
            trademark, trade name, patent, mask work, copyright, 
            license, trade secret or other infringement which may be 
            reasonably foreseen to have a material adverse effect on 
            the condition (financial or otherwise), business, results 
            of operations or prospects of the Company and its 
            Subsidiaries, taken as a whole.
            
                   (v)  The Company has complied, and until the completion 
            of the distribution of the Conversion Shares, will comply 
            with all of the provisions of (including, without 
            limitation, filing all forms required by) Section 517.075 
            of the Florida Securities and Investor Protection Act and 
            regulation 3E-900.001 issued thereunder with respect to the 
            offering and sale of the Conversion Shares.  The Company 
            has timely and properly filed with the Commission all 
            reports and other documents required to have been filed 
            with the Commission.
            
                   (w)  The Company has not incurred any liability for a 
            fee, commission, or other compensation on account of the 
            employment of a broker or finder in connection with the 
            transactions contemplated by this Agreement other than as 
            contemplated hereby.
            
                   (x)  The Company and its Subsidiaries have filed all 
            necessary federal, state and foreign income and franchise 
            tax returns and have paid all taxes shown as due thereon; 
            and the Company has no knowledge of any tax deficiency 
            which has been or may be reasonably foreseen to be asserted 
            or threatened against the Company or its Subsidiaries which 
            could materially and adversely affect the business, results 
            of operations or properties of the Company and its 
            Subsidiaries, taken as a whole.
            
                   (y)  Each of the Company and its Subsidiaries maintains 
            insurance of the types and in the amounts generally deemed 
            adequate for its business, including, but not limited to, 
            insurance covering real and personal property owned or 
            leased by the Company 

<PAGE>   11
                                     -11-


            and its Subsidiaries against theft, damage, destruction, acts of
            vandalism and all other risks customarily insured against,
            all of which insurance is in  full force and effect.
            
                   (z)  Neither the Company nor any of its Subsidiaries has 
            at any time during the last five years (i) made any 
            unlawful contribution to any candidate for foreign office, 
            or failed to disclose fully any contribution in violation 
            of law, or (ii) made any payment to any federal or state 
            governmental officer or official, or other person charged 
            with similar public or quasi-public duties, other than 
            payments required or permitted by the laws of the United 
            States or any jurisdiction thereof.
            
            
                 4.   AGREEMENTS OF THE COMPANY.  The Company agrees with 
             the Purchaser as follows:
            
                   (a)  The Company will not, either prior to the Effective 
            Date or thereafter during such period as the Prospectus is 
            required by law to be delivered in connection with sales of 
            the Conversion Shares by the Purchaser or a dealer, file 
            any amendment or supplement to the Registration Statement 
            or the Prospectus, unless a copy thereof shall first have 
            been submitted to the Purchaser within a reasonable period 
            of time prior to the filing thereof and the Purchaser shall 
            not have objected thereto in good faith.
            
                   (b)  The Company will use its best efforts to cause the 
            Registration Statement to become effective, and will notify 
            the Purchaser promptly, and will confirm such advice in 
            writing, (1) when the Registration Statement has become 
            effective and when any post-effective amendment thereto 
            becomes effective, (2) of any request by the Commission for 
            amendments or supplements to the Registration Statement or 
            the Prospectus or for additional information, (3) of the 
            issuance by the Commission of any stop order suspending the 
            effectiveness of the Registration Statement or the 
            initiation of any proceedings for that purpose or the 
            threat thereof, (4) of the happening of any event during 
            the period mentioned in the second sentence of Section 4(e) 
            that in the judgment of the Company makes any statement 
            made in the Registration Statement or the Prospectus untrue 
            or that requires the making of any changes in the 
            Registration Statement or the Prospectus in order to make 
            the statements therein, in light of the circumstances under 
            which they are made, not misleading and (5) of receipt by 
            the Company or any representative or attorney of the 
            Company of any other communication from the Commission 
            relating to the Company, the Registration Statement, any 
            preliminary prospectus or the Prospectus.  If at any time 
            the Commission shall issue any order suspending the 
            effectiveness of the Registration Statement, the Company 
            will make every reasonable effort to obtain the withdrawal 
            of such order at the earliest possible moment.
            
                   (c)  The Company will furnish to the Purchaser without 
            charge, two signed copies of the Registration Statement and 
            of any post-effective amendment thereto, including 
            financial statements and schedules, and all exhibits 
            thereto (including any document filed under the Exchange 
            Act and deemed to be incorporated by reference into the 
            Prospectus).
<PAGE>   12
                                     -12-
            
                   (d)  The Company will comply with the undertakings 
            contained in the Registration Statement.
            
                   (e)  On the Effective Date, and thereafter from time to 
            time, the Company will deliver to the Purchaser, without 
            charge, as many copies of the Prospectus or any amendment 
            or supplement thereto as the Purchaser may reasonably 
            request.  The Company consents to the use of the Prospectus 
            or any amendment or supplement thereto by the Purchaser and 
            by all dealers to whom the Conversion Shares may be sold, 
            both in connection with the offering or sale of the 
            Conversion Shares and for any period of time thereafter 
            during which the Prospectus is required by law to be 
            delivered in connection therewith.  If during such period 
            of time any event shall occur which in the judgment of the 
            Company or counsel to the Purchaser should be set forth in 
            the Prospectus in order to make any statement therein, in 
            the light of the circumstances under which it was made, not 
            misleading, or if it is necessary to supplement or amend 
            the Prospectus to comply with the law, the Company will 
            forthwith prepare and duly file with the Commission an 
            appropriate supplement or amendment thereto, and will 
            deliver to the Purchaser, without charge, such number of 
            copies thereof as the Purchaser may reasonably request.
            
                   (f)  Prior to any public offering of the Conversion 
            Shares by the Purchaser, the Company will cooperate with 
            the Purchaser and counsel to the Purchaser in connection 
            with the registration or qualification of the Conversion 
            Shares and the shares of Common Stock to be issued upon the 
            conversion of the Securities for offer and sale under the 
            securities or Blue Sky laws of such jurisdictions as the 
            Purchaser may request; provided, that in no event shall the 
            Company be obligated to qualify to do business in any 
            jurisdiction where it is not now so qualified or to take 
            any action which would subject it to general service of 
            process in any jurisdiction where it is not now so subject.
            
                   (g)  During the period of five years commencing on the 
            Effective Date, the Company will furnish to the Purchaser 
            copies of such financial statements and other periodic and 
            special reports as the Company may from time to time 
            distribute generally to the holders of any class of its 
            capital stock, and will furnish to the Purchaser a copy of 
            each annual or other report it shall be required to file 
            with the Commission.
            
                   (h)  The Company will make generally available to holders 
            of its securities as soon as may be practicable but in no 
            event later than the last day of the fifteenth full 
            calendar month following the calendar quarter in which the 
            Effective Date falls, an earnings statement (which need not 
            be audited but shall be in reasonable detail) for a period 
            of 12 months commencing after the Effective Date, and 
            satisfying the provisions of Section 11(a) of the Act 
            (including Rule 158 of the Rules and Regulations).
            
                   (i)  Whether or not the transactions contemplated by this 
            Agreement are consummated or this Agreement is terminated, 
            the Company will pay, or reimburse if paid by the 
            Purchaser, all costs and expenses incident to the 
            performance of the obligations of the Company and (subject 
            to the limitations set forth in clause 12 below) the 
            Purchaser under this Agreement, including but not limited 
            to costs and expenses of or relating to (1) the 
            preparation, printing and filing of the Registration 
            Statement and 
<PAGE>   13
                                     -13-



            exhibits to it, the Prospectus and any  amendment or supplement to
            the Registration Statement or  the Prospectus, (2) the preparation,
            printing, filing and        mailing of the Notice of Redemption,
            (3) the preparation  and delivery of certificates representing the
            Conversion  Shares and the shares of Common Stock to be issued upon
            the  conversion of the Securities, (4) the printing of this 
            Agreement and any Dealer Agreements, if any, (5) furnishing 
            (including costs of shipping and mailing) such copies of  the
            Registration Statement, the Prospectus and all  amendments and
            supplements thereto, as may be requested for  use in connection
            with the offering and sale of the  Conversion Shares by the
            Purchaser or by dealers to whom  Conversion Shares may be sold, (6)
            the quotation of the  Conversion Shares and the shares of Common
            Stock to be  issued upon the conversion of the Securities on the 
            National Association of Securities Dealers Automated  Quotation
            System, (7) any filings required to be made by  the Purchaser with
            the NASD, and the fees, disbursements  and other charges of counsel
            for the Purchaser in  connection therewith, (8) the registration or
            qualification  of the Conversion Shares and the shares of Common
            Stock to  be issued upon the conversion of the Securities for offer 
            and sale under the securities or Blue Sky laws of such 
            jurisdictions designated pursuant to Section 4(f),  including the
            fees, disbursements and other charges of  counsel to the Purchaser
            in connection therewith, and the  preparation and printing of
            preliminary, supplemental and  final Blue Sky memoranda, (9) fees,
            disbursements and other  charges of counsel to the Company, (10)
            the transfer agent  for the Common Stock, (11) the fees and
            expenses (including  the fees, disbursement and other charges of
            counsel)  incurred by the Trustee in connection with the redemption 
            and conversion of the Securities and (12) the Purchaser's 
            out-of-pocket expenses in connection herewith, including  without
            limitation the fees, disbursements and other  charges of its
            counsel (to the extent not subject to  reimbursement as
            contemplated above), in an aggregate  amount not to exceed $25,000.
            
                   (j)  If this Agreement shall be terminated by the Company 
            pursuant to any of the provisions hereof or if for any 
            reason the Company shall be unable to perform its 
            obligations hereunder, the Company will reimburse the 
            Purchaser for all reasonable fees, disbursements and other 
            charges of counsel to the Purchaser, in an aggregate amount 
            not to exceed $25,000.
            
                   (k)  The Company will not at any time, directly or 
            indirectly, take any action intended, or which might 
            reasonably be expected, to cause or result in, or which 
            will constitute, stabilization of the price of the 
            Securities or the shares of Common Stock to facilitate the 
            conversion of the Securities or the sale or resale of any 
            of the Conversion Shares.
            
                   (l)  The Company will apply the net proceeds from the 
            sale to the Purchaser of the Conversion Shares in the 
            manner set forth in the Prospectus under "Use of Proceeds."
            
                   (m)  The Company will not for a period of 90 days after 
            the Effective Date, without the prior written consent of 
            the Purchaser, sell, contract to sell or otherwise dispose 
            of any shares of Common Stock or rights to acquire such 
            shares, or register under the Act the public offering, sale 
            or other distribution of any shares of Common Stock held 

<PAGE>   14
                                     -14-

            by third parties, except (i) pursuant to employee or director 
            stock option plans or in connection with other employee incentive
            compensation arrangements, (ii) the Conversion Shares, (iii) for
            the transactions contemplated by the Registration Statement, (iv)
            for the MBRI acquisition, (v) for shares issuable in connection
            with any stock split or stock dividend, (vi) pursuant to
            the MICO Agreement, (vii) pursuant to a resale registration 
            statement pertaining to 1,958,688 shares of Common Stock for
            Judith Stern and David Goldner, and (viii) so long as such
            issuance does not involve a public offering during such period, as
            consideration for the acquisition of businesses, properties or
            assets; provided, that the  restrictions set forth in this Section
            4(m) shall terminate following the Closing Date if the Purchaser
            shall have purchased less than 575,000 shares of Common Stock 
            hereunder and in any event will terminate on and after the giving
            of notice by the Purchaser pursuant to Section 4(q) that the
            distribution of Conversion Shares has been completed.
           
                   (n)  The Company will mail or cause to be mailed to the 
            registered holders of the Securities not later than the  close of
            business on June 20, 1995, the Notice of  Redemption, together with
            a letter of transmittal, the  mailing of which and the redemption
            of the Securities  thereby shall conform to the requirements of the
            Indenture.
            
                   (o)  The Company will direct the Trustee to advise the 
            Purchaser on each business day prior to the Redemption Date 
            of the number of Securities surrendered for conversion or 
            redemption on the preceding business day.
            
                   (p)  The Company shall take no action the effect of which 
            would be to require an adjustment of the conversion price 
            of the Securities from the conversion price set forth in 
            Section 3(f).
            
                   (q)  Prior to such time as the Purchaser shall have 
            advised the Company that the offering and sale of the 
            Conversion Shares by the Purchaser contemplated by this 
            Agreement shall have been completed, the Company shall not 
            withdraw or apply for the withdrawal of the Registration 
            Statement and the Company shall timely file all documents, 
            and any amendments of previously filed documents, required 
            to be filed by it pursuant to the Act and the Exchange Act 
            as are necessary to maintain the effectiveness of the 
            Registration Statement; provided, however, that the 
            Purchaser shall (i) complete the distribution of the 
            Conversion Shares contemplated by this Agreement as soon as 
            commercially reasonable, in Purchaser's reasonable 
            judgment, (ii) notify the Company of the completion of such 
            distribution promptly following such completion and 
            (iii) notify the Company from time to time, upon the 
            reasonable request of the Company, of how many Conversion 
            Shares have not yet been distributed by the Purchaser.
            
                   (r)  After the Redemption Date the Company will promptly 
            file a post-effective amendment to the Registration 
            Statement and take such other steps as may be necessary to 
            remove from registration all shares of Common Stock that 
            have not been issued upon conversion of Securities or have 
            not been purchased by the Purchaser pursuant to this 
            Agreement.

<PAGE>   15
                                     -15-
            
                 5.   CONDITIONS OF THE OBLIGATIONS OF THE PURCHASER.
            
                      The obligations of the Purchaser hereunder are subject 
            to the following conditions:
            
                      (a)  Notification that the Registration Statement has 
            become effective shall be received by the Purchaser not 
            later than 5:00 p.m., Eastern time, on the  date of this 
            Agreement or at such later date and time as shall be 
            consented to in writing by the Purchaser and all filings 
            required by Rule 424 of the Rules and Regulations shall 
            have been made.
            
                      (b)  (i) No stop order suspending the effectiveness of 
            the Registration Statement shall have been issued and no 
            proceedings for that purpose shall be pending or threatened 
            by the Commission, (ii) no order suspending the 
            effectiveness of the Registration Statement or the 
            qualification or registration of the Conversion Shares or 
            the shares of Common Stock to be issued upon the conversion 
            of the Securities under the securities or Blue Sky laws of 
            any jurisdiction shall be in effect and no proceeding for 
            such purpose shall be pending before or threatened or 
            contemplated by the Commission or the authorities of any 
            such jurisdiction, (iii) any request for additional 
            information on the part of the staff of the Commission or 
            any such authorities shall have been complied with to the 
            satisfaction of the staff of the Commission or such 
            authorities and (iv) after the date hereof no amendment or 
            supplement to the Registration Statement or the Prospectus 
            shall have been filed unless a copy thereof was first 
            submitted to the Purchaser and the Purchaser did not object 
            thereto in good faith, and the Purchaser shall have 
            received certificates, dated the Closing Date and signed by 
            the Chief Executive Officer or the Chairman of the Board of 
            Directors of the Company and the Chief Financial Officer of 
            the Company (who may, as to proceedings threatened, rely 
            upon the best of their information and belief), to the 
            effect of clauses (i), (ii) and (iii).
            
                      (c)  Since the respective dates as of which information 
            is given in the Registration Statement and the Prospectus, 
            (i) there shall not have been a material adverse change in 
            the general affairs, business, business prospectus, 
            properties, management, condition (financial or otherwise) 
            or results of operations of the Company and its 
            Subsidiaries, taken as a whole, whether or not arising from 
            transactions in the ordinary course of business, in each 
            case other than as set forth in or contemplated by the 
            Registration Statement and the Prospectus and (ii) the 
            Company and its Subsidiaries (taken as a whole) shall  not 
            have sustained any material loss or interference with their 
            business or properties from fire, explosion, flood or other 
            casualty, whether or not covered by insurance, or from any 
            labor dispute or any court or legislative or other 
            governmental action, order or decree, which is not set 
            forth in the Registration Statement and the Prospectus, if 
            in the judgment of the Purchaser any such development makes 
            it impracticable or inadvisable to proceed with the 
            transactions contemplated hereby on the terms and in the 
            manner contemplated by the Prospectus.
            
                      (d)  Since the respective dates as of which information 
            is given in the Registration Statement and the Prospectus, 
            there shall have been no litigation or other 

<PAGE>   16
                                     -16-

            proceeding instituted against the Company or any of its
            Subsidiaries  or any of their respective officers or directors in
            their  capacities as such, before or by any Federal, state or 
            local court, commission, regulatory body, administrative  agency or
            other governmental body, domestic or foreign, that might
            reasonably materially and adversely affect the business,
            properties, business prospects, condition (financial or otherwise)
            or results of operations of the  Company and its Subsidiaries,
            taken as a whole.
            
                      (e)  Each of the representations and warranties of the 
            Company contained herein shall be true and correct in all 
            material respects at the Closing Date, as if made at the 
            Closing Date, and all covenants and agreements herein 
            contained to be performed on the part of the Company and 
            all conditions herein contained to be fulfilled or complied 
            with by the Company at or prior to the Closing Date shall 
            have been duly performed, fulfilled or complied with.
            
                      (f)  The Purchaser shall have received opinions, dated 
            the Effective Date and the Closing Date and satisfactory in 
            form and substance to counsel for the Purchaser, from Hale 
            and Dorr, counsel to the Company, Davies, Ward & Beck, 
            counsel to a Canadian Subsidiary of the Company, and 
            Peter M. Schwarzenbach, Esq., General Counsel of the 
            Company, to the effect set forth in Exhibits B, C and D, 
            respectively.
            
                      (g)  The Purchaser shall have received opinions, dated 
            the Effective Date and the Closing Date, from Testa, 
            Hurwitz & Thibeault, counsel to the Purchaser, with respect 
            to the Registration Statement, the Prospectus and this 
            Agreement, which opinions shall be satisfactory in all 
            respects to the Purchaser.
            
                      (h)  Concurrently with the execution and delivery of this 
            Agreement, the Accountants shall have furnished to the 
            Purchaser a letter, dated the date of its delivery, 
            addressed to the Purchaser and in form and substance 
            satisfactory to the Purchaser confirming that they are 
            independent accountants with respect to the Company as 
            required by the Act and the Rules and Regulations and with 
            respect to the financial and other statistical and 
            numerical information contained in the Registration 
            Statement or incorporated by reference therein.  At the 
            Closing Date the Accountants shall have furnished to the 
            Purchaser a letter, dated the date of its delivery, which 
            shall confirm, on the basis of a review in accordance with 
            the procedures set forth in the letter from the 
            Accountants, that nothing has come to their attention 
            during the period from the date of the letter referred to 
            in the prior sentence to a date (specified in the letter) 
            not more than two days prior to the Closing Date which 
            would require any change in their letter dated the date 
            hereof if it were required to be dated and delivered at the 
            Closing Date.
            
                      (i)  At the Closing Date there shall be furnished to the 
            Purchaser an accurate certificate, dated the Closing Date, 
            signed by each of the Chief Executive Officer and the Chief 
            Financial Officer of the Company, in form and substance 
            satisfactory to the Purchaser, to the effect that:
            
                                (i)  Each signer of such certificate has 
                 carefully examined the Registration Statement and 
                 the Prospectus (including any 

<PAGE>   17
                                     -17-


                 documents filed under the Exchange Act and deemed to
                 be incorporated by reference into the Prospectus) and (A) as
                 of the date of such certificate, to the best of his
                 knowledge, such documents are true and correct in all
                 material respects and do not omit to state a material fact
                 required to be stated therein or necessary in order to make
                 the statements therein not untrue or misleading and 
                 (B) since the Effective Date, no event has occurred as a
                 result of which it is necessary to amend or supplement the
                 Prospectus in order to make the statements therein not untrue
                 or misleading in any material respect and there has been no
                 document required to be filed under the Exchange Act and the
                 Exchange Act Rules and Regulations that upon such filing
                 would be deemed to be incorporated by reference into the 
                 Prospectus that has not been so filed.
      
                        (ii) Each of the representations and  warranties of the
                 Company contained in this  Agreement were, when originally
                 made, and are, at  the time such certificate is delivered,
                 true and  correct in all material respects.
            
                        (iii)     Each of the covenants required herein  to be
                 performed by the Company on or prior to the  date of such
                 certificate has been duly, timely  and fully performed and
                 each condition herein  required to be complied with by the
                 Company on or  prior to the date of such certificate has been 
                 duly, timely and fully complied with.
            
                      (j)  The Conversion Shares and the shares of Common Stock 
            to be issued upon the conversion of the Securities shall be 
            qualified for sale in such states as the Purchaser may 
            reasonably request, and each such qualification shall be in 
            effect and not subject to any stop order or other 
            proceeding on the Closing Date.
            
                      (k)  Prior to the Closing Date, the Conversion Shares and 
            the shares of Common Stock to be issued upon the conversion 
            of the Securities will have been qualified for quotation on 
            the National Association of Securities Dealers' Automated 
            Quotation System.
            
                      (l)  The Company shall have furnished to the Purchaser 
            such certificates, in addition to those specifically 
            mentioned herein, as the Purchaser may have reasonably 
            requested as to the accuracy and completeness at the 
            Closing Date of any statement in the Registration Statement 
            or the Prospectus or any documents filed under the Exchange 
            Act and deemed to be incorporated by reference into the 
            Prospectus, as to the accuracy at the Closing Date of the 
            representations and warranties of the Company herein, as to 
            the performance by the Company of its obligations 
            hereunder, or as to the fulfillment of the conditions 
            concurrent and precedent to the obligations hereunder of 
            the Purchaser.


<PAGE>   18
                                     -18-
            
                 6.   INDEMNIFICATION.
            
                (a) The Company agrees to indemnify and hold harmless  the
            Purchaser and each person, if any, who controls the  Purchaser
            within the meaning of the Act against any losses,  claims, damages,
            liabilities or expenses, joint or several,  to which the Purchaser
            or such controlling person may  become subject, under the Act, the
            Exchange Act, or other  federal or state statutory law or
            regulation, or at common  law or otherwise (including in settlement
            of any  litigation, if such settlement is effected with the written 
            consent of the Company), insofar as such losses, claims,  damages,
            liabilities or expenses (or actions in respect  thereof as
            contemplated below) arise out of or are based  upon any untrue
            statement or alleged untrue statement of  any material fact
            contained in the Registration Statement,  any preliminary
            prospectus, the Prospectus, or any  amendment or supplement
            thereto, or arise out of or are  based upon the omission or alleged
            omission to state in any  of them a material fact required to be
            stated therein or  necessary to make the statements in any of them
            not  misleading, or arise out of or are based upon in whole or  in
            part any inaccuracy in the representations and  warranties of the
            Company contained herein or any failure  of the Company to perform
            its obligations hereunder or  under law; and will reimburse the
            Purchaser and each such  controlling person for any legal and other
            expenses as such  expenses are reasonably incurred by the Purchaser
            or such  controlling person in connection with investigating, 
            defending, settling, compromising or paying any such loss,  claim,
            damage, liability, expense or action; provided,  however, that the
            Company will not be liable in any such  case to the extent that any
            such loss, claim, damage,  liability or expense arises out of or is
            based upon an  untrue statement or alleged untrue statement or
            omission or  alleged omission made in the Registration Statement,
            any  preliminary prospectus, the Prospectus or any amendment or 
            supplement thereto in reliance upon and in conformity with 
            information furnished in writing to the Company by the  Purchaser
            expressly for the inclusion in the Registration  Statement, any
            preliminary prospectus or the Prospectus.   In addition to its
            other obligations under this  subparagraph (a), the Company agrees
            that, as an interim  measure during the pendency of any claim,
            action,  investigation, inquiry or other proceeding arising out of 
            or based upon any statement or omission, or any alleged  statement
            or omission, or any inaccuracy in the  representations and
            warranties of the Company herein or  failure of the Company to
            perform its obligations  hereunder, all as described in this
            subparagraph (a), it  will reimburse the Purchaser on a quarterly
            basis for all  reasonable legal or other expenses incurred in
            connection  with investigating or defending any such claim, action, 
            investigation, inquiry or other proceeding, notwithstanding  the
            absence of a judicial determination as to the propriety  and
            enforceability of the Company's obligation to reimburse  the
            Purchaser for such expenses and the possibility that  such payments
            might later be held to have been improper by  a court of competent
            jurisdiction.  To the extent that any  such interim reimbursement
            payment is so held to have been  improper, the Purchaser shall
            promptly return it to the  Company together with interest,
            compounded daily,  determined on the basis of the prime rate (or
            other  commercial lending rate for borrowers of the highest credit 
            standing) announced from time to time by Bank of America  NT&SA,
            San Francisco, California (the "Prime Rate").  Any  such interim
            reimbursement payments which are not made to  the Purchaser within
            30 days of a request for  reimbursement, shall bear interest at the
            Prime 
<PAGE>   19
                                     -19-

            Rate from  the date of such request.  This indemnity agreement will
            be  in addition to any liability which the Company may      
            otherwise have.  The Company will not, without the prior  written
            consent of the Purchaser, settle or compromise or  consent to the
            entry of any judgment in any pending or  threatened action or claim
            or related cause of action or  portion of such cause of action in
            respect of which  indemnification may be sought hereunder (whether
            or not the  Purchaser is a party to such action or claim), unless
            such  settlement, compromise or consent includes an unconditional 
            release of the Purchaser and any person who controls the  Purchaser
            from all liability arising out of such action or  claim (or related
            cause of action or portion thereof).
            
                      (b)  The Purchaser will indemnify and hold harmless the 
            Company, each of its directors, each of its officers who 
            signed the Registration Statement, and each person, if any, 
            who controls the Company within the meaning of the Act, 
            against any losses, claims, damages, liabilities or 
            expenses to which the Company, or any such director, 
            officer, or controlling person may become subject, under 
            the Act, the Exchange Act, or other federal or state 
            statutory law or regulation, or at common law or otherwise 
            (including in settlement of any litigation, if such 
            settlement is effected with the written consent of the 
            Purchaser), insofar as such losses, claims, damages, 
            liabilities or expenses (or actions in respect thereof as 
            contemplated below) arise out of or are based upon any 
            untrue or alleged untrue statement of any material fact 
            contained in the Registration Statement, any preliminary 
            prospectus, the Prospectus, or any amendment or supplement 
            thereto, or arise out of or are based upon the omission or 
            alleged omission to state therein a material fact required 
            to be stated therein or necessary to make the statements 
            therein not misleading, in each case to the extent, but 
            only to the extent, that such untrue statement or alleged 
            untrue statement or omission or alleged omission was made 
            in the Registration Statement, any preliminary prospectus, 
            the Prospectus, or any amendment or supplement thereto, in 
            reliance upon and in conformity with information furnished 
            in writing to the Company by the Purchaser expressly for 
            the use in the Registration Statement, any preliminary 
            prospectus or the Prospectus; and will reimburse the 
            Company, or any such director, officer, or controlling 
            person for any legal and other expense reasonably incurred 
            by the Company, or any such director, officer, or 
            controlling person in connection with investigating, 
            defending, settling, compromising or paying any such loss, 
            claim, damage, liability, expense or action.  In addition 
            to its other obligations under this subparagraph (b), the 
            Purchaser agrees that, as an interim measure during the 
            pendency of any claim, action, investigation, inquiry or 
            other proceeding arising out of or based upon any statement 
            or omission, or any alleged statement or omission, 
            described in this subparagraph (b) which relates to such 
            information furnished to the Company by the Purchaser, it 
            will reimburse the Company (and, to the extent applicable, 
            each officer, director or controlling person) on a 
            quarterly basis for all reasonable legal or other expenses 
            incurred in connection with investigating or defending any 
            such claim, action, investigation, inquiry or other 
            proceeding, notwithstanding the absence of a judicial 
            determination as to the propriety and enforceability of the 
            Purchaser's obligation to reimburse the Company (and, to 
            the extent applicable, each officer, director or 
            controlling person) for such expenses and the possibility 
            that such payments might later be held to have been 
            improper by a court of competent jurisdiction.  To the 
            extent that any such 

<PAGE>   20
                                     -20-


            interim reimbursement payment is so held to have been improper,
            the Company (and, to the extent applicable, each officer, director
            or controlling person) shall promptly return it to the Purchaser
            together with interest, compounded daily, determined on the
            basis of the Prime Rate. Any such interim reimbursement payments
            which are not made to the Company within 30 days of a request for 
            reimbursement, shall bear interest at the Prime Rate from the date
            of such request. This indemnity agreement will be in addition to
            any liability which the Purchaser may otherwise have.
            
                      (c)  Promptly after receipt by an indemnified party under 
            this Section 6 of notice of the commencement of any action, 
            such indemnified party will, if a claim in respect thereof 
            is to be made against an indemnifying party under this 
            Section, notify the indemnifying party in writing of the 
            commencement thereof; but the omission so to notify the 
            indemnifying party will not relieve it from any liability 
            which it may have to any indemnified party for contribution 
            or otherwise than under the indemnity agreement contained 
            in this Section or to the extent it is not prejudiced as a 
            proximate result of such failure.  In case any such action 
            is brought against any indemnified party and such 
            indemnified party seeks or intends to seek indemnity from 
            an indemnifying party, the indemnifying party will be 
            entitled to participate in, and, to the extent that it may 
            wish, jointly with all other indemnifying parties similarly 
            notified, to assume the defense thereof with counsel 
            reasonably satisfactory to such indemnified party; 
            provided, however, if the defendants in any such action 
            include both the indemnified party and the indemnifying 
            party and the indemnified party shall have reasonably 
            concluded that there may be a conflict between the 
            positions of the indemnifying party and the indemnified 
            party in conducting the defense of any such action or that 
            there may be legal defenses available to it and/or other 
            indemnified parties which are different from or additional 
            to those available to the indemnifying party, the 
            indemnified party or parties shall have the right to select 
            separate counsel to assume such legal defenses and to 
            otherwise participate in the defense of such action on 
            behalf of such indemnified party or parties.  Upon receipt 
            of notice from the indemnifying party to such indemnified 
            party of its election so to assume the defense of such 
            action and approval by the indemnified party of counsel, 
            the indemnifying party will not be liable to such 
            indemnified party under this Section for any legal or other 
            expenses subsequently incurred by such indemnified party in 
            connection with the defense thereof unless (i) the 
            indemnified party shall have employed such counsel in 
            connection with the assumption of legal defenses in 
            accordance with the proviso to the next preceding sentence 
            (it being understood, however, that the indemnifying party 
            shall not be liable for the expenses of more than one 
            separate counsel, approved by the Purchaser in the case of 
            paragraph (a), representing the indemnified parties who are 
            parties to such action) or (ii) the indemnifying party 
            shall not have employed counsel reasonably satisfactory to 
            the indemnified party to represent the indemnified party 
            within a reasonable time after notice of commencement of 
            the action, in each of which cases the fees and expenses of 
            counsel shall be at the expense of the indemnifying party.
            
                      (d)  If the indemnification provided for in this 
            Section 6 is required by its terms but is for any reason 
            held to be unavailable to or otherwise insufficient to hold 
            harmless an indemnified party under subparagraphs (a), (b) 
            or (c) in respect of any losses, claims, damages, 
            liabilities or expenses referred to herein, then each 
            applicable 
<PAGE>   21
                                     -21-

            indemnifying party shall contribute to the amount paid or payable
            by such indemnified party as a result of any losses, claims,
            damages, liabilities or expenses referred to herein (including
            any investigative, legal and other expenses reasonably incurred in
            connection with, and any amount paid in settlement of, any action, 
            suit or proceeding or any claim asserted, but after deducting any
            contribution received by the Company and the Purchaser from
            persons other than the Company and the Purchaser, such as persons
            who control the Company within the meaning of the Act, officers of
            the Company who signed the Registration Statement and directors of
            the Company who also may be liable for contribution) (i) in such
            proportion as is appropriate to reflect the relative benefits
            received by the Company and the Purchaser from the offering of the 
            Conversion Shares or (ii) if the allocation provided by clause (i)
            above is not permitted by applicable law, in such proportion as is
            appropriate to reflect not only the relative benefits referred to
            in clause (i) above but also the relative fault of the Company and
            the Purchaser in    connection with the statements or omissions or
            inaccuracies in the representations and warranties herein which
            resulted in such losses, claims, damages, liabilities or expenses, 
            as well as any other relevant equitable considerations.  The
            relative benefits received by the Company on the one hand and the
            Purchaser on the other shall be deemed to be in the same
            proportion as the total net proceeds from the sale of the
            Conversion Shares (before deducting expenses) received by the
            Company bear to the total compensation (after deducting therefrom
            losses, if any, incurred in reselling Conversion Shares) received
            by the Purchaser hereunder. The relative fault of the Company and
            the Purchaser shall be determined by reference to, among other 
            things, whether the untrue or alleged untrue statement of a 
            material fact or the omission or alleged omission to state a
            material fact or the inaccurate or the alleged inaccurate 
            representation and/or warranty relates to information supplied by
            the Company or the Purchaser and the parties' relative intent,
            knowledge, access to information and opportunity to correct or
            prevent such statement or omission. The amount paid or payable by
            a party as a result of the losses, claims, damages, liabilities
            and expenses referred to above shall be deemed to include, 
            subject to the limitations set forth in subparagraph (c) of this
            Section 6, any legal or other fees or expenses reasonably incurred
            by such party in connection with investigating or defending any
            action or claim. The provisions set forth in subparagraph (c) of
            this Section 6 with respect to notice of commencement of any
            action shall apply if a claim for contribution is to be made under
            this subparagraph (d); provided, however, that no additional 
            notice shall be required with respect to any action for which
            notice has been given under subparagraph (c) for purposes of
            indemnification. The Company and the Purchaser agree that it
            would not be just and equitable if contribution pursuant to this
            Section 6 were determined solely by pro rata allocation or by any
            other method of allocation which does not take account of the
            equitable considerations referred to in this Section.       
            Notwithstanding the provisions of this Section 6, the Purchaser
            shall not be required to contribute any amount in excess of the
            amount of compensation (after deducting therefrom losses, if any,
            incurred in reselling the Conversion Shares) received by it. No
            person guilty of fraudulent misrepresentation (within the meaning
            of Section 11(f) of the Act) shall be entitled to contribution 
            from any person who was not guilty of such fraudulent 
            misrepresentation.

<PAGE>   22
                                     -22-
            
                   (e)  It is agreed that any controversy arising out of the 
            operation of the interim reimbursement arrangements set 
            forth in subparagraphs 6(a) and 6(b) hereof, including the 
            amounts of any requested reimbursement payments and the 
            method of determining such amounts, shall be settled by 
            arbitration conducted under the provisions of the 
            Constitution and Rules of the Board of Governors of the New 
            York Stock Exchange, Inc. or pursuant to the Code of 
            Arbitration Procedure of the NASD.  Any such arbitration 
            must be commenced by service of a written demand for 
            arbitration or written notice of intention to arbitrate, 
            therein electing the arbitration tribunal.  In the event 
            the party demanding arbitration does not make such 
            designation of an arbitration tribunal in such demand or 
            notice, then the party responding to said demand or notice 
            is authorized to do so.  Such an arbitration would be 
            limited to the operation of the interim reimbursement 
            provisions contained in subparagraphs 6(a) and 6(b) hereof 
            and would not resolve the ultimate propriety or 
            enforceability of the obligation to reimburse expenses 
            which is created by the provisions of such 
            subparagraphs 6(a) and 6(b) hereof.
            
            
                 7.   TERMINATION.
            
                 The obligations of the Purchaser under this Agreement may 
            be terminated at any time or on prior to the Closing Date, 
            by notice to the Company from the Purchaser, without 
            liability on the part of the Purchaser to the Company, if, 
            prior to delivery and payment for the Conversion Shares, 
            (i) trading in any of the equity securities of the Company 
            shall have been suspended by the Commission, by an exchange 
            that lists the Common Stock or by the National Association 
            of Securities Dealers Automated Quotation Market System, 
            (ii) trading in securities generally on the New York Stock 
            Exchange, the American Stock Exchange or the Nasdaq 
            National Market System shall have been suspended or limited 
            or minimum or maximum prices shall have been generally 
            established on such exchange, or additional material 
            governmental restrictions, not in force on the date of this 
            Agreement, shall have been imposed upon trading in 
            securities generally by such exchange or by order of the 
            Commission or any court or other governmental authority, 
            (iii) a general banking moratorium shall have been declared 
            by either Federal or New York State authorities or (iv) any 
            material adverse change in the financial or securities 
            markets in the United States or in political, financial or 
            economic conditions in the United States or any outbreak or 
            material escalation of hostilities or declaration of the 
            United States of a national emergency or war or other 
            calamity or crisis shall have occurred, the effect of any 
            of which is such as to make it, in the sole judgment of the 
            Purchaser, impracticable or inadvisable to proceed with the 
            transactions contemplated hereby on the terms and in the 
            manner contemplated by the Prospectus.
            
                 8.   SURRENDER OF SECURITIES.
            
                 The Purchaser agrees that any Securities beneficially 
            owned by it on the Expiration Date (in addition to any 
            Securities purchased as contemplated in Section 2(c)) will 
            be surrendered for conversion into Common Stock.
            
<PAGE>   23
                                     -23-


                 9.   SOLICITING CONVERSIONS.
            
                 The Purchaser may (but shall be under no obligation to) 
            assist the Company in soliciting conversions of Securities 
            into Common Stock by the holders thereof but shall not be 
            entitled to compensation by the Company for any such 
            assistance.
            
                 10.  MISCELLANEOUS.
            
                 Notice given pursuant to any of the provisions of this 
            Agreement shall be in writing and, unless otherwise 
            specified, shall be mailed or delivered (a) if to the 
            Company, at the office of the Company, 100 Pennsylvania 
            Avenue, P.O. Box 9328, Framingham, Massachusetts 
            01701-9328, Attention:  Chairman, or (b) if to the 
            Purchaser, at the offices of the Purchaser, 135 East 
            Baltimore Street, Baltimore, Maryland, Attention:  
            Corporate Finance Department.  Any such notice shall be 
            effective only upon receipt.   Any notice under Section 7 
            may be made by telex or telephone, but if so made shall be 
            subsequently confirmed in writing.
            
                 This Agreement has been and is made solely for the 
            benefit of the Purchaser and the Company and of the 
            controlling persons, directors and officers referred to in 
            Section 6, and their respective successors and assigns, and 
            no other person shall acquire or have any right under or by 
            virtue of this Agreement.  The term "successors and 
            assigns" as used in this Agreement shall not include a 
            purchaser, as such purchaser, of Conversion Shares from the 
            Purchaser.
            
                 THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN 
            ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND.
            
                 This Agreement may be signed in two or more counterparts 
            with the same effect as if the signatures thereto and 
            hereto were upon the same instrument.
            
                 In case any provision in this Agreement shall be invalid, 
            illegal or unenforceable, the validity, legality and 
            enforceability of the remaining provisions shall not in any 
            way be affected or impaired thereby.
            
                 The Company and the Purchaser each hereby irrevocably 
            waive any right they may have to a trial by jury in respect 
            of any claim based upon or arising out of this Agreement or 
            the transactions contemplated hereby.
            
                          [SIGNATURE PAGE TO FOLLOW]
                              
<PAGE>   24
            
            
                Please confirm that the foregoing correctly sets forth the
            Standby Agreement between the Company and the Purchaser.
            
                                               Very truly yours,
            
                                               STAPLES, INC.
            
            
            
                                               By:_________________________
            
                                                     Title:
            
            Confirmed as of the date first
            above mentioned:
            
            ALEX. BROWN & SONS INCORPORATED
            
            
            By: __________________________________
                  Title:
            
            
            
            
            
<PAGE>   25
            
                                                                     EXHIBIT A
                                                                     

                                   Subsidiaries of
                                    Staples, Inc.
                                        as of
                                    June 20, 1995
                                    -------------      
                                          
Name of Subsidiary                                 Jurisdiction of Incorporation
- ------------------                                 -----------------------------

                                                       

Staples Security Corporation                       Massachusetts
                                                   
Staples the Office Superstore, Inc.                Delaware
                                                   
Staples International, Inc.                        Delaware
                                                   
Staples Properties, Inc.                           California
                                                   
521 Connecticut Boulevard Corp.                    Connecticut
                                                   
Staples NRO. Ltd.                                  Ontario
                                                   
Staples NRO(2) Limited                             Ontario
                                                   
Staples NRO(3) Limited                             Ontario 
                                                   
National Office Supply Company, Inc.               New Jersey
                                                   
Spectrum Office Products Inc.                      New York
                                                   
Total Global Sourcing, Inc.                        Delaware
                                                   
The Business Depot, Ltd.                           Ontario
                                                   
D.A. MacIsaac, Inc.                                Delaware
                                                   
                                                   
                                           
                                                       

            
            
            
            

<PAGE>   26
                                                                      EXHIBIT B



                           OPINION OF HALE AND DORR
                           ------------------------

              1.   Each of the Company and the Domestic Subsidiaries has
         been duly incorporated and is validly existing as a corporation in
         good standing under the laws of its jurisdiction of incorporation,
         is duly qualified to do business as a foreign corporation and is
         in good standing in all other jurisdictions where the ownership or
         leasing of properties or the conduct of its business requires such
         qualification, except for jurisdictions in which the failure to so
         qualify would not have a material adverse effect on the Company
         and its subsidiaries, taken as a whole, and has full corporate
         power and authority to own its properties and conduct its business
         as described in the Registration Statement.

              2.   All of the outstanding shares of Common Stock have been,
         the shares of Common Stock to be issued upon the conversion of the
         Debentures upon issuance will be, and the shares of Common Stock
         issued and sold to you pursuant to the Standby Agreement (the
         "Conversion Shares") upon issuance and when paid for by you in
         accordance with the terms of the Standby Agreement will be, duly
         and validly issued, fully paid and nonassessable, not issued in
         violation of or subject to any statutory preemptive rights or, to
         our knowledge, other rights to subscribe for or purchase any
         securities and conform to the description thereof contained in the
         Prospectus; without limiting the foregoing, there are no 
         statutory preemptive or, to our knowledge, other rights to
         subscribe for or purchase any of the shares of Common Stock to be
         issued upon conversion of the Debentures or pursuant to the
         Standby Agreement.

              3.   All of the issued and outstanding shares of common stock
         of the Domestic Subsidiaries have been duly and validly authorized
         and issued, are fully paid and nonassessable and are owned of
         record and, to our knowledge, beneficially by the Company free and
         clear of all liens, encumbrances, equities, claims, security 
         interests, voting trusts or other defects of title whatsoever.

              4.   Except as disclosed in or specifically contemplated by
         the Prospectus or the Standby Agreement, to our knowledge, there
         are no (i) outstanding options, warrants or other rights calling
         for the issuance of, and (ii) no commitments, plans or
         arrangements to issue, any shares of capital stock of the Company

<PAGE>   27

         or any security convertible into or exchangeable for capital stock
         of the Company.

              5.   The Registration Statement has become effective under
         the Act, and, to our knowledge, no (i) stop order suspending the 
         effectiveness of the Registration Statement or preventing the use
         of the Prospectus has been issued and (ii) no proceedings for that
         purpose have been instituted or are pending or contemplated by the
         Commission.  The Registration Statement and the Prospectus
         (excluding any documents incorporated by reference into the
         Registration Statement or the Prospectus) comply as to form in all
         material respects with the requirements of the Securities Act and
         the Rules and Regulations.  To our knowledge, (i) there are no
         franchises, leases, contracts, agreements or documents of a
         character required to be disclosed in the Registration Statement
         or Prospectus or to be filed as exhibits to the Registration
         Statement which are not disclosed or filed, as required, and (ii)
         there are no legal or governmental actions, suits or proceedings
         pending or threatened against the Company which are required to be
         described in the Prospectus which are not described as required.
         The documents incorporated by reference in the Prospectus, when
         they were filed with the Commission, complied as to form in all
         material respects with the requirements of the Exchange Act and
         the rules and regulations of the Commission thereunder.

              6.   The Company has corporate power and authority to enter
         into the Standby Agreement and to call the Debentures for
         redemption, to convert and redeem the Debentures and to issue the
         Conversion Shares and the shares of Common Stock to be issued upon
         the conversion of the Debentures, all as described in the
         Prospectus, and all such actions have been duly authorized by the
         Company; the Standby Agreement has been duly and validly
         authorized by all necessary corporate action by the Company and
         has been duly and validly executed and delivered by and on behalf
         of the Company; and no approval, authorization, order, consent,
         registration, filing, qualification, license or permit of or with
         any court, regulatory, administrative or other governmental body
         is required for the execution and delivery of the Standby
         Agreement by the Company or the call of the Debentures for
         redemption, the conversion of the Debentures or the redemption of
         the Debentures, except such as have been obtained and are in full
         force and effect under the Securities Act.

              7.   The call of the Debentures for redemption, the issuance
         by the Company of shares of Common Stock upon conversion of the
         Debentures, the redemption of the Debentures, or the execution and
         delivery by the Company of, and the performance by the Company of

<PAGE>   28

         its agreements contained in, the Standby Agreement will not, to
         our knowledge, conflict with, result in the breach of, or con-
         stitute, either by itself or upon notice or the passage of time or
         both, a default under any agreement, mortgage, deed of trust,
         lease, franchise, license, indenture, permit or other instrument
         known to us to which the Company or any of the Domestic Subsid-
         iaries is a party or by which the Company or any of the Domestic
         Subsidiaries or any of its or their property may be bound which is
         material to the Company and its Domestic Subsidiaries, taken as a
         whole, or violate any of the provisions of the Certificate of
         Incorporation or Bylaws, or other organizational documents, of the
         Company or any of the Domestic Subsidiaries or, so far as is known
         to us, violate any statute, judgment, decree, order, rule or
         regulation of any court or governmental body having jurisdiction
         over the Company or any of the Domestic Subsidiaries or any of its
         or their property.

              8.   The Debentures are convertible in accordance with their
         terms and pursuant to the Indenture in the manner and upon the
         terms described in the Prospectus.

              9.   To our knowledge, no holders of securities of the 
         Company have rights which have not been waived to the registration
         of shares of Common Stock or other securities, because of the
         filing of the Registration Statement by the Company or the
         offering contemplated by the Standby Agreement.

              10.  The Company is not an "investment company" or an
         "affiliated person" of, or "promoter" or "principal underwriter"
         for, an "investment company," as such terms are defined in the
         Investment Company Act of 1940, as amended. 

<PAGE>   29
                                                                      EXHIBIT C

                        OPINION OF DAVIES, WARD & BECK
                        ------------------------------

1.      Business Depot is a corporation existing under the Business
Corporations Act (Ontario).

2.      Business Depot is registered to carry on business in all jurisdictions
in which the conduct of its business requires such registration or in which the
failure to register would have a material adverse effect upon the business of
Business Depot.

3.      Business Depot has the corporate power to own or lease its properties
and to operate its business in Canada.

4.      We have not been engaged to provide legal advice to or consulted by
Business Depot with respect to any action, suit or proceeding before or by any
court or government agency or body or arbitration panel to which Business Depot
is a party and which, if decided against Business Depot, would have a material
adverse effect on Business Depot with the exception of certain litigation
between Business Depot, Office Depot Inc. and other parties, details of which
we understand have been provided to you. With the exception of the foregoing
litigation involving Business Depot and Office Depot Inc., based solely on the
memory of the lawyers at our firm usually engaged in the performance of work
for Business Depot respecting matters discussed with representatives of
Business Depot, without specific inquiry and without reviewing documents held
in the files maintained by our firm, such lawyers are not aware of any action,
suit or proceeding which, if decided against Business Depot, would have a
material adverse effect on Business Depot.

<PAGE>   30

5.      Based exclusively upon the facts disclosed in our review of the minute
books and corporate records of Business Depot and the Certificate of Fact we
are of the opinion that:

     (i)   The authorized capital stock of Business Depot consists of (i)
           2,250,000 shares of Preferred Stock of which 1,033,448 shares have
           been designated as Series A Preferred Stock and 894,000 shares have
           been designated as Series B Preferred Stock, (ii) 668,233 shares of
           Class C Preferred Stock, (iii) 20,000,000 shares of Special Stock,
           issuable in series of which 1,500,000 has been designated as shares
           of Series I Stock; and (iv) 3,000,000 shares of Common Stock
           (subject to adjustment in the manner provided for in subsection
           35(8) of the OBCA upon the conversion of any Preferred Stock into
           Common Stock).

     (ii)  On the date hereof 1,033,448 shares of Series A Preferred Stock,
           894,000 shares of Series B Preferred Stock, 1,300,000 shares of
           Series I Stock and 194,235 shares of Common Stock are outstanding
           and all such shares (collectively the "Shares") are validly issued,
           fully paid and non-assessable and there are no shares of Class C
           Preferred Stock outstanding. With the exception of 1,300,000 shares
           of Series I Stock which are registered in the name of Staples NRO
           Limited, Staples is the holder of record of all the shares and the
           holder of record of all outstanding warrants, options and other
           rights (contingent or otherwise) to purchase or otherwise acquire
           equity securities of Business Depot.


6.      Based exclusively on the facts disclosed in our review of the minute
books and corporate records of Business Depot and on the memory of the lawyers
at our firm usually engaged in the performance of work for Business Depot
respecting matters discussed with representatives of Business Depot, without
specific inquiry and without reviewing other documents held in the files
maintained by our firm, such lawyers are not aware that any person other than
Staples has any warrants, options or other rights to purchase or otherwise
acquire any equity securities of Business Depot or that the Shares are
encumbered by any liens, security interests, pledges or other encumbrances,
claims or equities other than the lien in favour of Business Depot established
by section 9.5 of By-Law No. 1 of Business Depot.

<PAGE>   31
                                                                      EXHIBIT D
        

                   OPINION OF PETER M. SCHWARZENBACH, ESQ.
                   ---------------------------------------


        1.      Neither the Company nor any of its subsidiaries is in violation
of its certificate of incorporation or bylaws, or other organizational
documents, or, to the best of my knowledge, in breach of or in default under
any provision of any agreement, mortgage, deed of trust, lease, franchise,
license, indenture, permit or other instrument known to me to which the Company
or any such subsidiary is a party or by which it or any of its properties may
be bound or affected, except where such breach or default would not materially
adversely affect the Company and its subsidiaries taken as a whole; and, to the
best of my knowledge, the Company and its subsidiaries are in compliance with
all laws, rules, regulations, judgments, decrees, orders, and statutes of any
court or jurisdiction to which they are subject, except where noncompliance
would not materially adversely affect the Company and its subsidiaries taken as
a whole.

        2.      Each of the Company and its subsidiaries is duly qualified to
do business as a foreign corporation and is in good standing in all
jurisdictions where the ownership or leasing of properties or the conduct of
its business requires such qualification, except for jurisdictions in which the
failure to so qualify would not have a material adverse effect on the Company
and its subsidiaries, taken as a whole.

        3.      Other than the litigation described on the attached list, there
is no litigation to which the Company or its subsidiaries is a party which if
adversely decided would have a material adverse effect on the Company and its
subsidiaries, taken as a whole.

        4.      The execution and performance of the Standby Agreement and
the consummation of the transactions contemplated therein will not violate any
of the provisions of the certificate of incorporation or bylaws, or other
organizational documents, of any of the Company's subsidiaries.
