EXHIBIT 10.22


                            CASH MANAGEMENT AGREEMENT

                  AGREEMENT  dated  June  24,  1996  among  BT  OFFICE  PRODUCTS
INTERNATIONAL,  INC., a Delaware  corporation  ("BTOPI"),  acting for itself and
each of its  wholly-owned  subsidiaries  incorporated  and doing business in the
United  States  (collectively  the "BTOPI  Group"),  ASTRO-VALCOUR,  INC., a New
Jersey  corporation  ("Astro-Valcour"),  acting  for  itself  and  each  of  any
wholly-owned subsidiaries (collectively the "AVI Group"), SENGEWALD USA, INC., a
Maryland  corporation  ("Sengewald"),  KNP BT  ANTILLIANA  N.V.,  a  Netherlands
Antilles corporation ("Antilliana"),  and KNP BT FINANCE (USA), INC., a Delaware
corporation ("USA").

                                   WITNESSETH:

                  WHEREAS,   the  parties   hereto  wish  to  institute  a  cash
management program under which cash in their bank accounts will be invested with
USA and any  overdrafts  in their  bank  accounts  will be  covered by USA up to
specified limits;

                  NOW, THEREFORE, the parties hereto agree as follows:

                  1. Each of the parties to this  Agreement  shall  establish an
account or accounts  (each,  a "Designated  Account") at First  National Bank of
Maryland  or such other bank in the United  States as all of the  parties  shall
agree (the  "Sweep  Bank").  Each party  shall give the Sweep Bank  instructions
that,  for value at the close of each business day, any net positive  balance in
the  Designated  Accounts  of  any  of the  parties  other  than  USA  shall  be
transferred  to the  Designated  Account  of USA at the  Sweep  Bank and any net
overdraft in the Designated  Accounts of any of the parties other than USA shall
be covered by a transfer from the  Designated  Account of USA to the  Designated
Account of the party with the overdraft up to limits to be arranged separately.

                  2.  Any  transfer  to USA  shall  constitute  a loan  from the
transferring  party to USA,  and any  transfer  from USA to another  party shall
constitute a loan from USA to that party.

                  3 . On any positive  balance  transferred  by another party to
it, USA shall pay  interest  at an  annualized  rate equal to the rate  publicly
announced  from time to time by the First National Bank of Maryland as its prime
rate for loans made at the location of its  headquarters (or the equivalent rate
as  determined  by any bank  substituted  for it as the Sweep  Bank) (the "Prime
Rate") minus two percent (2.0%). On any overdraft covered by a transfer of funds
from USA,  the party  receiving  the  transfer  shall pay interest to USA at the
Prime Rate.

                  4.  Interest due to or from USA shall be  accumulated  for the
period  through  the  end of  each  month  or to the  termination  date  of this
Agreement,  as the case may be,  and shall be paid for value not later  than the
third day  thereafter  that banks are open for  business at the  location of the
Sweep Bank.




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                  5. Not later  than the day prior to the date when an  interest
payment is due, USA shall provide the party to receive or make such payment with
an  accounting  of  interest  earned and  interest  charged for the period to be
covered by such payment.

                  6.  This Agreement shall terminate as to any party upon
the first to occur of the following:

                  (1) the end of the third  month  following  written  notice by
                  such party (the  "terminating  party") to each other  party to
                  this   Agreement   terminating   this  Agreement  as  to  such
                  terminating party;

                  (2) Any  payment  of  interest  due from such  party  pursuant
                  hereto  shall  not be made  when and as due and in  accordance
                  with  the  terms of this  Agreement  and  such  failure  shall
                  continue for 14 days;

                  (3) (A) Such party shall fail to pay, in  accordance  with its
                  terms and when due and  payable,  any of the  principal  of or
                  interest on any of its  indebtedness  (other than  amounts due
                  hereunder) or (B) the maturity of any such indebtedness shall,
                  in  whole  or in  part,  have  been  accelerated,  or any such
                  indebtedness shall, in whole or in part, have been required to
                  be prepaid prior to the stated maturity thereof, in accordance
                  with the provisions  governing such  indebtedness,  and in the
                  case of each of (A) and (B) such event shall not be cured with
                  14 days;

                  (4) (A) such party  shall  commence  any case,  proceeding  or
                  action   (x)  under  any   existing   or  future  law  of  any
                  jurisdiction,  domestic  or foreign,  relating to  bankruptcy,
                  insolvency,  reorganization  or relief of debtors,  seeking to
                  have an order  for  relief  entered  with  respect  to it,  or
                  seeking to adjudicate  it a bankrupt or insolvent,  or seeking
                  reorganization,     arrangement,    adjustment,    winding-up,
                  liquidation,  dissolution,  composition  or other  relief with
                  respect to it or its debts,  or (y) seeking  appointment  of a
                  receiver,  trustee,  custodian,  conservator  or other similar
                  official  for it or for  all or any  substantial  part  of its
                  assets, or such party shall make a general  assignment for the
                  benefit  of its  creditors;  or (B) there  shall be  commenced
                  against such party any case,  proceeding or action of a nature
                  referred to in clause (A) above which (x) results in the entry
                  of an order for relief or any such adjudication or appointment
                  or (y) remains  undismissed,  undischarged  or unbonded  for a
                  period of 30 days;  or (C) there  shall be  commenced  against
                  such  party  any  case,  proceeding  or other  action  seeking
                  issuance of a warrant of attachment,  execution,  distraint or
                  similar  process  against all or any  substantial  part of its
                  assets  which  results  in the  entry of an order for any such
                  


                                       -2-

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                  relief  which  shall not have  been  vacated,  discharged,  or
                  stayed or bonded  pending appeal within 30 days from the entry
                  thereof;   or  (D)  such  party   shall  take  any  action  in
                  furtherance  of, or indicating its consent to, approval of, or
                  acquiescence  in, any of the acts set forth in clause (A), (B)
                  or (C) above;  or (E) such party shall generally not, or shall
                  be unable to, or shall admit in writing its  inability to, pay
                  its debts as they become due;

                  (5) The guaranty of a person  guaranteeing  the obligations of
                  such party  hereunder  shall cease,  for any reason,  to be in
                  full force and effect;

                  (6) NV Koninklijke KNP BT, a Netherlands corporation, shall at
                  any time,  directly or indirectly,  beneficially own less than
                  100% of the issued and  outstanding  common  voting  shares of
                  USA;

                  (7) as to the BTOPI Group,  N.V.  Koninklijke  KNP BT shall at
                  any time, directly or indirectly,  fail to own,  beneficially,
                  more than 50% of the issued and  outstanding  share capital of
                  BTOPI;

                  (8) as to the AVI Group or Sengewald,  N.V. Koninklijke KNP BT
                  shall  at any  time,  directly  or  indirectly,  fail  to own,
                  beneficially,  more  than 50% of the  issued  and  outstanding
                  share capital of Astro-Valcour or Sengewald, respectively; or

                  (9) NV Koninklijke KNP BT, a Netherlands corporation, shall at
                  any time,  directly or indirectly,  beneficially own less than
                  100% of the issued and  outstanding  common  voting  shares of
                  Antilliana.

                  7. By  executing a copy of this  Agreement as guarantor at the
space provided below,  BTOPI hereby  unconditionally  guarantees the obligations
hereunder   of  each   member  of  the   BTOPI   Group,   Astro-Valcour   hereby
unconditionally  guarantees the obligations  hereunder of each member of the AVI
Group,  and  NV  Koninklijke  KNP  BT  hereby  unconditionally   guarantees  the
obligations hereunder of each of Sengewald, Antilliana and USA.

                  8.  Except  as  otherwise  expressly  provided,  all  notices,
communications and materials to be given or delivered pursuant to this Agreement
shall  be  given  or  delivered  in  writing   (which  shall  include   telecopy
transmissions)  at the respective  addresses and  telecopier  numbers and to the
attention  of the  individuals  or  departments  listed  on  Exhibit  A to  this
Agreement or at such other address or  telecopier or telephone  number or to the
attention  of  such  other  individual or department as the party to which such


                                       -3-

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information  pertains  may  hereafter  specify.   Notices,   communications  and
materials  shall be deemed given or delivered  when delivered or received at the
appropriate  address or  telecopy  number to the  attention  of the  appropriate
individual or department.

                  9.  This  Agreement  may  be  signed  in  any  number of  
counterparts, each of which shall be an  original,  with the same effect as if 
the  signatures thereto were upon the same instrument.

                  10. This Agreement  embodies the entire agreement  between the
parties  hereto  relating to the subject  matter hereof and supersedes all prior
agreements,  representations and understandings, if any, relating to the subject
matter hereof.

                  11.  This  Agreement   shall  governed  by  and  construed  in
accordance with the laws of the State of Delaware, USA, without giving effect to
any doctrine of conflicts of law.

                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
Agreement on the date first above written.

                               BT OFFICE PRODUCTS INTERNATIONAL, INC.

                               By /s/ John J. McKiernan
                                 -----------------------------------------------

                               ASTRO-VALCOUR, INC.

                               By /s/ John C. Wade
                                 -----------------------------------------------

                               SENGEWALD USA, INC.

                               By /s/ Albert Leutscher
                                 -----------------------------------------------

                               KNP BT FINANCE (USA), INC.

                               By /s/ Andre Zwetsloot
                                 -----------------------------------------------

                               KNP BT ANTILLIANA N.V.

                               By /s/ Rene A. Ignacia
                                 -----------------------------------------------

                               By /s/ R.M. Van Arendonk
                                 -----------------------------------------------







                                       -4-

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Guarantees of the Obligations Hereunder of:

         The other members of the BTOPI Group:

                  BT OFFICE PRODUCTS INTERNATIONAL, INC.

                  By /s/ John J. McKiernan
                    ---------------------------------------
         The other members of the AVI Group:

                  ASTRO-VALCOUR, INC.

                  By /s/ John C. Wade
                    ---------------------------------------

         Sengewald, Antilliana and USA:

                  NV KONINKLIJKE KNP BT


                  By /s/ H. Barbas
                    ---------------------------------------



                                    EXHIBIT A


BT Office Products                         KNP BT Finance (USA), Inc.
  International, Inc.                      c/o KNP BT Antilliana N.V.
21 East Lake Cook Road                     Fokkerweg 11
Buffalo Grove, Illinois 60089              Curacao
Atten: Chief Financial Officer             Netherlands Antilles
Telecopier #: + 847-808-3001               Atten: Treasurer
                                           Telecopier #: + 599-9-658391


Astro-Valcour, Inc.                        Sengewald USA, Inc.
18 Peck Avenue                             c/o NV Koninklijke KNP BT
Glens Falls, N.Y.  12801                   Paalbergweg 2
Atten: Vice President, Finance             1105 AG Amsterdam ZO
Telecopier #: + 518-743-3300               The Netherlands
                                           Atten: Director of Fiscal Affairs
                                           Telecopier #: +011 31 20 567 2453

KNP BT Anilliana N.V.
Fokkerweg 11                               NV Koninklijke KNP BT
Curacao                                    Paalbergweg 2
Netherlands Antilles                       1105 AG Amsterdam ZO
                                           The Netherlands
                                           Atten: Director of Fiscal Affairs
                                           Telecopier #: +011 31 20 567 2453







                                       -5-

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