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                                                                    Exhibit 10.5


                            RULES OF THE STAPLES INC
                   1997 UK SAVINGS RELATED SHARE OPTION SCHEME


1.     DEFINITIONS

       (a)  In these Rules the following words and expressions shall unless a
            different meaning is deemed necessary have the following meanings:


            "Act"                 the Income and Corporation Taxes Act 1988.

            "Announcement Date"   the date on which the Company announces its
                                  quarterly, half yearly or final results.

            "Approval Date"       means the date on which the Scheme was
                                  formally approved by the Inland Revenue.

            "Board"               the board of directors for the time being of
                                  the Company or the directors present at a duly
                                  convened meeting of the directors of the
                                  Company at which a quorum is present or a
                                  committee appointed by the board of directors.

            "Bonus"               means any sum payable by way of terminal bonus
                                  under the relevant Savings Contract.

            "Company"             Staples Inc, a company incorporated in
                                  Delaware, USA.

            "Compensation         the executive compensation committee of the
            Committee"            Board.

            "Control"             control within the meaning of Section 840 of
                                  the Act (and "Controlled" shall be construed
                                  accordingly).

            "Date of Grant"       the date on which an Option is granted under
                                  Rule 3 of these Rules.

            "Eligible Employee"   means any person who at the relevant
                                  Invitation Date is a director or employee of a
                                  Participating Company chargeable to tax in
                                  respect of his office or employment under Case
                                  1 of Schedule E of the


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                                  Act, is not at the relevant Date of Grant
                                  ineligible to participate in the Scheme by
                                  virtue of the provisions of paragraph 8 of
                                  Schedule 9 of the Act; and

                                  (i)     has been a director or employee of a
                                          Group Company for a continuous period
                                          of 90 days on the Invitation Date; or

                                  (ii)    is designated by the Board as an
                                          Eligible Employee.

            "Exchange Rate"       the rate of exchange of pounds sterling
                                  against the US dollar on the day or days used
                                  to determine the Exercise Price

            "Exercise Price"      the US dollar price at which the Board
                                  determines that Shares may be acquired in
                                  respect of each Option being not less than the
                                  greater of:

                                  (i)     85 per cent (or such lower percentage
                                          as may be permitted under paragraph 25
                                          of Schedule 9 to the Act) of the
                                          market value of a Share on any day
                                          determined in accordance with the
                                          provisions of the Taxation of
                                          Chargeable Gains Act 1992 and agreed,
                                          on or before that day for the purposes
                                          of the Scheme with the Inland Revenue
                                          Shares Valuation Division; or

                                  (ii)    in respect of Options giving a right
                                          to subscribe for Shares, the nominal
                                          value of a Share.

            "Group"               the Company and any Subsidiaries and the term
                                  Group Company shall mean any such company.

            "Invitation Date"     the date on which the Board invites Eligible
                                  Employees to apply for the grant of an Option.

            "Maturity Date"       the date on which the terminal bonus is
                                  payable under the relevant Savings Contract or
                                  such other date as may be provided for in the
                                  Act from time to time.

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            "Maximum Monthly      the maximum monthly savings limit determined
            Contribution"         by the Board from time to time being not more
                                  than the greater of (pound)250 or the amount
                                  permitted from time to time under paragraph 24
                                  of Schedule 9 to the Act.

            "Minimum Monthly      (pound)5.00 or such other minimum monthly
            Contribution"         savings limit, if any, determined by the Board
                                  from time to time and permitted under
                                  paragraph 24 of Schedule 9 to the Act.

            "Option"              a right to acquire Shares to be granted
                                  pursuant to the Scheme or which has been so
                                  granted and is still subsisting.

            "Participant"         any person who has been granted and still
                                  holds a subsisting Option under the Scheme.
                                  References to a Participant shall include,
                                  where the context so admits or requires, his
                                  personal representatives.

            "Participating        means the Company and any other Group Company
            Company"              incorporated in the UK, provided such company
                                  has been notified to the Inland Revenue as
                                  being a Participating Company.

            "Rules"               these rules as amended from time to time in
                                  accordance with the provisions of these rules.

            "Savings Contract"    means a savings contract made between an
                                  Eligible Employee and an approved savings
                                  authority (within the meaning of Section 326
                                  of the Act).

            "Scheme"              the Staples Inc 1997 UK Savings Related Share
                                  Option Scheme operating in accordance with
                                  these Rules.

            "Shares"              shares of common stock of the Company that
                                  comply with paragraphs 10-14 of Schedule 9 to
                                  the Act.

            "Specified Age"       age 65.

            "Subsidiary"          in relation to the Company, a subsidiary as
                                  defined in Section 736 of the Companies Act
                                  1985.


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       (b)  Words or expressions defined in the Act and in the Great Britain
            Companies Acts 1985 and 1989 shall bear the same meanings in these
            Rules and where there is a conflict the definitions in the Act shall
            take precedence.

       (c)  Where the context so admits or requires words importing the singular
            shall include the plural and vice versa and words importing the
            masculine shall include the feminine and neuter genders.

       (d)  Any reference to a statute or a statutory provision shall be
            construed as if it referred also to that statute or provision as the
            same may from time to time be consolidated, replaced, amended or
            re-enacted and to any related statutory instrument or other
            subordinate legislation in force from time to time.

2.     APPLICATION FOR OPTIONS

       (a)  The Board may, in their absolute discretion, invite applications for
            Options from all Eligible Employees at such time or times as they
            consider appropriate. The type or types of Savings Contract offered
            at each invitation shall be at the discretion of the Board.

       (b)  The Board shall determine and specify in any invitation to apply for
            Options;

            (i)     the Invitation Date;

            (ii)    either the Exercise Price or the date on which the Exercise
                    Price will be fixed;

            (iii)   the maximum aggregate number of Shares over which Options
                    may be granted, if any;

            (iv)    the Minimum Monthly Contribution and Maximum Monthly
                    Contribution that may be made under the Savings Contracts;

            (v)     the method of calculating the amount of the Bonus;

            (vi)    the Maturity Date(s) of the Savings Contract(s) being
                    offered to the Eligible Employee; and

            (vii)   the closing date for receipt by the Company of applications
                    for Options being a date not less than 14 days and not more
                    than 21 days after the Invitation Date or, if later, after
                    the date upon which Eligible Employees receive notification
                    of the Exercise Price.

       (c)  Invitations shall be given by means of notices on notice boards of
            Participating Companies, circulars, letters or such other method as
            the Board may determine.



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       (d)  Each Eligible Employee may, before the closing date stated in the
            invitation, apply for an Option. Each application shall be in
            writing in such form as the Board may from time to time prescribe
            and shall:

            (i)     state the monthly amount which such Eligible Employee wishes
                    to save under the Savings Contract(s) for which he is
                    applying;

            (ii)    state the duration of the Savings Contracts which the
                    Eligible Employee wishes to save under, if a choice has been
                    given in the invitation issued pursuant to Rule 2(b);

            (iii)   state the Eligible Employee's agreement to the terms of such
                    Savings Contract; and

            (iv)    authorise the Board to complete and/or amend such
                    application on behalf of the Eligible Employee in such
                    manner as the Board may determine having regard to the
                    requirements of Rule 2(e), Rule 3(b) and Rule 4.

       (e)  Subject to reduction in accordance with the Rules of the Scheme, the
            number of Shares over which an Option is applied for under this Rule
            shall be deemed to be such whole number of Shares (rounding down as
            necessary) which would be purchased with the sum of money equal to
            the amount that would be repayable under the relevant Savings
            Contract (including the Bonus) on the Maturity Date when converted
            to US dollars using the Exchange Rate.

3.     GRANT OF OPTIONS

       (a)  Options will be granted by the Board in accordance with Rule 2:

            (i)     within thirty days of determining the Exercise Price; or

            (ii)    within forty two days of determining the Exercise Price if
                    the number of applications results in the Board exercising
                    the powers of scaling down under Rule 3(b),

            provided that the person is still an Eligible Employee at the Date
            of Grant.

       (b)  In the event that following any invitation pursuant to Rule 2 the
            Board receives valid applications which would result in the grant of
            Options over a greater number of Shares than permitted under Rule 4
            or than specified by the Board in accordance with Rule 2(b)(iii)
            then the Board shall scale down pro rata the monthly contribution
            proposed by each Eligible Employee in excess of the Minimum Monthly
            Contribution. In the event that this results in insufficient Shares
            to cover the Minimum Monthly Contribution of applicants, Options
            based on the Minimum Monthly Contribution shall be granted to those
            applicants who are selected by lot.


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       (c)  Option certificates will be issued to each Participant as soon as
            practicable after the Date of Grant and will specify the Date of
            Grant, the maximum number of Shares over which the Option may be
            exercised, the Exercise Price and the Maturity Date.

       (d)  No Option shall be capable of transfer or assignment and if a
            Participant shall do or suffer any act or thing whereby he parts
            with or is deprived of the legal and/or beneficial ownership of an
            Option, that Option shall lapse.

       (e)  The Board may determine that any Option granted under the Scheme
            shall be subject to additional and/or modified terms and conditions
            relating to the grant and terms of exercise as may be necessary to
            comply with or take account of any securities, exchange control or
            taxation laws, regulations or practice of any territory which may
            have application to the relevant Eligible Employee, Participant or
            Participating Company, provided that no such terms or conditions
            shall take effect until approved by the Inland Revenue.

       (f)  In exercising their discretion under Rule 3(e) the Board may:

            (i)     require a Participant to make such declarations or take such
                    other action (if any) as may be required for the purpose of
                    any securities, taxes or other laws of any territory which
                    may be applicable to him at the Date of Grant or on
                    exercise; and

            (ii)    adopt any supplemental rules or procedures governing the
                    grant or exercise of an Option as may be required for the
                    purpose of any securities, tax or other laws of any
                    territory which may be applicable to an Eligible Employee or
                    Participant, provided that such rules or procedures may not
                    be adopted to the extent that they require the approval of
                    the Company in general meeting in accordance with Rule
                    11(d)(i), unless such approval has been obtained.

       (g)  No Option shall be granted before the Approval Date.

4.     LIMITATION ON THE ISSUE OF SHARES

       (a)  The aggregate number of Shares that may be available for use under
            the Scheme is 500,000 subject to any adjustments, recapitalizations
            or other changes in the Company's capital structure or its business
            or any merger or consolidation of the Company.


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       (b)  No Option shall be granted to an Eligible Employee if the
            contribution payable by such Eligible Employee in any month under
            the Savings Contract to be entered into by him in connection with
            the Option for which he has applied:

            (i)     is less than the Minimum Monthly Contribution; or

            (ii)    when added to the contribution or contributions payable by
                    the Eligible Employee in such month under any other Savings
                    Contract in respect of this Scheme or any other Inland
                    Revenue approved savings related share option scheme is
                    greater than the Maximum Monthly Contribution, as specified
                    by the Board from time to time under Rule 2(b)(iv).

5.     EXERCISE OF OPTIONS

       (a)  Subject to Rule 8 and paragraph (b) below Options may only be
            exercised by a Participant within six months following the Maturity
            Date of the relevant Savings Contract or, if earlier, within six
            months of the Participant:

            (i)     ceasing to hold an office or employment with a Participating
                    Company by reason of injury, illness, disability, redundancy
                    or retirement at the Specified Age or any other age at which
                    he is bound to retire in accordance with his contract of
                    employment; or

            (ii)    attaining the Specified Age while continuing to hold an
                    office or employment with a Participating Company; or

            (iii)   ceasing to hold an office or employment with a Participating
                    Company Group by reason only that:

                    a)      his office or employment is in a company of which
                            the Company ceases to have Control; or

                    b)      his office or employment relates to a business or
                            part of a business which is transferred to a person
                            who is neither an associated company of the Company
                            nor a company of which the Company has Control; or

            (iv)    any of the circumstances specified in Rule 8 applying; or

            (v)     ceasing to hold an office or employment with a Participating
                    Company or in any associated company of the Company, for any
                    reason (except misconduct) at least three years after the
                    Date of Grant of the Option.

       (b)  If a Participant dies prior to the Maturity Date of the relevant
            Savings Contract his Option may be exercised within the period of 12
            months after the date of his death or if he dies within 6 months
            after the Maturity Date of the Savings Contract, his


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            Option may be exercised within the period of 12 months after the
            Maturity Date of the Savings Contract.

       (c)  Subject to Rule 5 (b) no Option shall be exercisable more than six
            months after a Bonus is paid under the relevant Savings Contract.

       (d)  Save as provided in Rule 5(a)(i), (iii), (iv) and (v) and Rule 5 (b)
            an Option shall be exercised by a Participant only if at the date of
            exercise he is either a director or employee of a Participating
            Company or, provided the date of exercise takes place within 6
            months following the Maturity Date, an employee or office holder of
            the Company or an associated company (as defined in section 187 (2)
            of the Act) or company of which the Company has control, provided
            that, for these purposes, no Participant shall be regarded as
            ceasing to hold an office or employment by virtue of which he is
            eligible to participate in the Scheme until he ceases to hold an
            office or employment in the Company or an associated company (as
            defined in section 187 (2) of the Act) or company of which the
            Company has control.

       (e)  Subject to Rule 5(f) below an Option shall be exercisable once only
            in whole or in part during the periods referred to in Rule 5(a) and
            (b) above by the Participant delivering to the Company Secretary or
            otherwise as the Board may notify in writing written notice in such
            form as the Board may from time to time determine specifying the
            amount or percentage of the amount repayable under the Savings
            Contract that is to be applied in the acquisition of Shares together
            with the appropriate remittance. Subject to Rule 8(c) the date of
            receipt by the Company Secretary or otherwise as the Board may
            notify in writing of such notice together with such remittance shall
            be the date upon which the Option is deemed to be exercised.

       (f)  Upon exercise of an Option with the remittance as referred to in
            paragraph (e) above the Option shall be deemed to be exercised in
            respect of the largest whole number of Shares that may be acquired
            with the amount of the remittance and the Option to the extent not
            so deemed to be exercised shall immediately lapse. The balance of
            any remittance not applied in the acquisition of Shares shall be
            returned to the Participant.

       (g)  The Participant shall pay all expenses and taxes which arise or
            result from the exercise of an Option or transfer of Shares,
            provided that the Company in its absolute discretion may meet any
            taxes or expenses which it deems necessary or appropriate.

       (h)  Shares acquired on exercise of an Option under the Scheme shall be
            paid for with monies not exceeding the amount of repayment
            (including any Bonus or interest) made under the related Savings
            Contract. For this purpose repayment under the Savings Contract
            shall exclude the repayment of any monthly contributions, the due
            date for payment of which falls more than one month after the date
            on which repayment was made.



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       (i)  No Option may be exercised by a Participant who is excluded by
            paragraph 8 of Schedule 9 of the Act.

6.     LAPSE AND SURRENDER OF OPTIONS

       (a)  An Option shall immediately lapse and cease to be exercisable:-

            (i)     subject to Rule 5(b), six months after the Maturity Date of
                    the Savings Contract;

            (ii)    as provided in Rule 3(d);

            (iii)   upon the Participant ceasing to hold an office or employment
                    within the Group in any circumstances other than those
                    described in Rule 5(a)(i), (iii), (iv) and (v);

            (iv)    upon the expiration of any of the periods referred to in
                    Rule 5(a) and (b) (except that referred to in Rule 5(a)(ii))
                    and in the event of more than one period applying to an
                    Option it shall be upon the expiry of the earlier (except as
                    provided for in Rule 5(b));

            (v)     as provided in Rule 5(f);

            (vi)    as provided in Rule 8;

            (vii)   upon the Participant:

                    a)      giving notice to the nominated savings body, or
                            where relevant, the Company, for repayment or that
                            he intends to stop paying contributions under the
                            related Savings Contract; or

                    b)      failing to pay a monthly contribution under the
                            related Savings Contract on or before the due date
                            on seven occasions,

                    in each case before the earliest date on which the Option
                    becomes exercisable under Rule 5(a);

            (viii)  upon the Participant being adjudicated bankrupt; or

            (ix)    the date on which a resolution is passed or order is made by
                    the Court for the compulsory winding up of the Company.


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       (b)  It shall be a condition of the Scheme that a Participant shall not
            be entitled to any compensation in the event of cessation, lapse or
            alteration of any rights or rights in prospect under the Scheme or
            under any Option granted under the Scheme subject always to Rule
            11(d)(ii) below. No provisions of the Scheme form part of any
            contract of employment between the Company or any Participating
            Company and a Participant.

       (c)  Nothing in this Scheme or in any instrument executed pursuant hereto
            shall confer upon any person any right to continue in the employ of
            the Company or any Group Company or shall affect the right of the
            Company or any Group Company to terminate the employment of any
            person without liability at any time with or without cause, or shall
            impose upon the Company or any Group Company, the Board or their
            respective agents and employees any liability for any forfeiture or
            termination of Options which may result if that person's employment
            is so terminated.

7.     ADJUSTMENTS

       (a)  In the event of a variation of the issued share capital of the
            Company by way of a capitalisation or rights issue, sub-division,
            consolidation or reduction or otherwise then:

            (i)     the Exercise Price; and

            (ii)    the number of Shares subject to an Option;

            shall be adjusted in such manner and with effect from such date, as
            the Board may determine to be appropriate and as the auditors of the
            Company shall confirm in writing to be, in their opinion, fair and
            reasonable subject to prior Inland Revenue approval.

       (b)  Notice of any such adjustments shall be given to Participants by the
            Board who may call in Option certificates for endorsement or
            replacement.


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8.     CHANGE IN CONTROL, RECONSTRUCTION AND WINDING UP OF THE COMPANY

       (a)  If, in consequence of any general offer made to the holders of
            Shares or otherwise, as specified in paragraph 15(1)(a) of Schedule
            9 to the Act, any person obtains Control of the Company, then the
            Board shall as soon as practicable thereafter notify every
            Participant accordingly and each Participant shall be entitled at
            any time within the period of six months after such Control has been
            obtained but not later than six months following the Maturity Date
            to exercise his Option. To the extent that it has not been so
            exercised, any Option shall upon the expiry of such period lapse
            provided that if during such period any person becomes entitled or
            bound to acquire Shares in the Company under Sections 428 and 430F
            of the Companies Act 1985 and gives notice to any holders of Shares
            that he intends to exercise such rights the Board shall as soon as
            practicable thereafter notify each Participant accordingly. All
            Options may be exercised at any time when such person remains so
            entitled or bound and if not so exercised shall then lapse. For the
            purpose of this paragraph Control shall include the obtaining of
            Control by a person and others acting in concert with him.

       (b)  If under Section 425 of the Companies Act 1985 the Court sanctions a
            compromise or arrangement proposed for the purposes of or in
            connection with a scheme for the reconstruction of the Company or
            its amalgamation with any other companies any Option held by a
            Participant may be exercised within six months of the Court
            sanctioning the compromise or arrangement and if not so exercised
            shall lapse.

       (c)  If a resolution is passed for the voluntary winding-up of the
            Company, Options granted under the Scheme may be exercised until the
            expiry of six months following the passing of the resolution.
            Subject to the above, all Options shall lapse upon the commencement
            of the winding-up of the Company.

       (d)  Where the person mentioned in Rule 8(a) or Rule 8(b) is a company
            within the meaning of Section 832 of the Act ("the Acquiring
            Company"), any Participant may, by agreement with the Acquiring
            Company and notwithstanding anything to the contrary in this Scheme,
            release, within the appropriate period, (as defined in paragraph
            15(2) of Schedule 9 to the Act), his rights under this Scheme (the
            "old rights") in consideration of the grant to him of rights (the
            "new rights") which, within the meaning of paragraph 15(3) of
            Schedule 9 to the Act, are equivalent to the old rights but relate
            to shares in a different company (whether the Acquiring Company or
            some other company falling within paragraph (b) or (c) of paragraph
            10 of Schedule 9 to the Act) and references in Rules 5, 7, 8, 9, 10
            and 12 to the term "Company" shall be construed accordingly with
            effect from the date of release and references to "Shares " and "the
            Board" shall, in relation to the new rights, be considered as
            references to shares in the Acquiring Company or that other company
            and to the board of such company as the case may be.


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9.     ALLOTMENT, TRANSFER AND LISTING

       (a)  Subject to receipt of the appropriate remittance and to paragraph
            (b) below, any Shares to be issued pursuant to the exercise of an
            Option will be allotted and issued, and any Shares to be transferred
            shall be transferred to the relevant Participant or a nominee
            nominated by a Participant not later than 30 days after the date of
            exercise of the Option. Such Shares shall rank pari passu in all
            respects with other shares of the same class save that newly issued
            Shares shall not rank for dividend or other distribution payable by
            reference to a record date that is before the date of allotment.

       (b)  Any allotment and issue or transfer of Shares under the Scheme shall
            be subject to such consents (if any) of HM Treasury or other
            authorities (whether of the United Kingdom or elsewhere) as may from
            time to time be required and it shall be the responsibility of the
            Participant to obtain such consents.

       (c)  The Company will apply to the NASDAQ National Market or such other
            exchange on which the Shares are listed for Shares subscribed to be
            admitted to official listing on the exchange or equivalent on or as
            soon as practicable after allotment.

10.    AVAILABILITY OF SHARES

       (a)  The Company shall keep available for issue sufficient authorised and
            unissued Shares to satisfy all subsisting rights to subscribe for
            Shares granted pursuant to the Scheme, taking account of any other
            obligations of the Company to allot and issue unissued Shares.

       (b)  The Company shall ensure that there are available for transfer
            sufficient existing Shares to satisfy all subsisting rights to
            acquire Shares granted pursuant to the Scheme, taking account of any
            other obligations of the Company to arrange for the transfer of
            shares.

11.    ADMINISTRATION, AMENDMENTS AND TERMINATION

       (a)  The Scheme shall be administered by the Board in accordance with the
            Rules. Any question or dispute concerning the interpretation of the
            Rules shall be determined by the Board in its sole discretion and
            its decision on such matter shall be final and binding upon both the
            Company and the Participant. The Board may delegate such of its
            rights and obligations under these Rules to the Compensation
            Committee, or otherwise as it considers appropriate.

       (b)  The Company shall bear the costs of establishing and administering
            the Scheme and may pass these costs on to Participating Companies as
            it considers appropriate.



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       (c)  The Company shall maintain or cause to be maintained all necessary
            accounts and records relating to the Scheme.

       (d)  The Board shall be entitled to amend the Rules provided that no
            amendment:-

            (i)     will prejudice the subsisting rights of any Participant,
                    except with the prior consent of such Participant; and

            (ii)    shall take effect without the prior approval of the Inland
                    Revenue pursuant to Part 1 of Schedule 9 to the Act.

       (e)  No Options shall be granted under the Scheme later than the tenth
            anniversary of the date on which the Scheme is adopted by the
            Company. Prior to this date the Board may determine to grant no
            further Options and may from time to time modify or at any time
            suspend or terminate the Scheme (but without prejudice to Options
            already granted).

12.    NOTICES

       (a)  Notices or documents required to be given by the Company to an
            Eligible Employee or Participant shall be properly given if
            delivered to him at his normal place of work or sent to him by first
            class post at his last known address and any notice or document
            required to be given to the Company shall be properly given if
            delivered or sent by air mail to the registered office from time to
            time or by first class post if directed to be sent to an address in
            the United Kingdom.

       (b)  Participation in the Scheme shall not entitle a Participant to
            receive copies of any notice or other document sent by the Company
            to its shareholders.

13.    GOVERNING LAW

       The operation of the Scheme shall be governed by and construed in
       accordance with English Law.


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