**Exhibit 4.3**

**EMPLOYMENT AGREEMENT**

ThisEmployment Agreement, effective as of January 1, 2006 (“Effective Date”), is byand between Corporate Express, Inc. (the “Company”), a Colorado corporation andan indirect wholly-owned subsidiary of Buhrmann NV, a company organized underthe laws of The Netherlands (“Buhrmann”), Buhrmann, and Mark Hoffman (“Employee”).

WHEREAS,the Company wishes to employ Employee, and Employee desires to accept suchemployment under the terms and conditions provided for in this EmploymentAgreement;

NOWTHEREFORE, in consideration of the foregoing and mutual covenants and promisescontained in this Employment Agreement, including any documents incorporated byreference, the parties agree as follows:

1.             Employment.  The Company shall employ Employee as itsPresident and Chief Executive Officer. In addition, Employee shall serve as the President of Buhrmann’s NorthAmerican office products business (the “Office Products Business”), and as aMember of the Buhrmann Executive Board. Employee hereby accepts such employment and agrees to perform suchduties and undertake such responsibilities as are customarily performed byothers holding positions similar to that assigned to Employee in similarbusinesses, as well as any other reasonable duties assigned by the Company’sBoard of Directors or by the Chief Executive Officer of Buhrmann.  Employee will report directly to Buhrmann’sChief Executive Officer.

2.             Full-Time BestEfforts.  Employee shall devote hisfull and exclusive professional time and attention to the performance of hisobligations under this Employment Agreement, and will at all time faithfully,industriously and to the best of his ability, experience and talent, performall of his obligations hereunder. Notwithstanding the foregoing, the parties acknowledges that Employeemay serve as an outside director of one company during the term of hisemployment, so long as such company is pre-approved in writing by Buhrmann’sChief Executive Officer.

3.             Term of Employment.  Employee’s term of employment hereunder shallcommence on the Effective Date and shall continue until December 31, 2008,unless terminated earlier pursuant to the terms of this Employment Agreement.The term of this Employment Agreement will be automatically extended for a oneyear term (subject to earlier termination pursuant to the terms of thisEmployment Agreement) upon the expiration of the initial term or any additionalterms, unless one of the parties gives prior written notice of his/ itselection not to renew the agreement.

* *

*Employment Agreement  Mark Hoffman,*

*Chief Executive Officer, Corporate Express Inc.*

*Effective 1**st January 2006*

 

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4.             Compensation.

(a)  During the term of this Employment Agreement,the Company shall pay Employee an annual base salary of not less than$725,000  less all applicablewithholdings, payable in accordance with the Company’s normal payrollpractices.  Employee’s base salary shallbe reviewed at least annually and may be increased, but not decreased withoutEmployee’s consent, consistent with general salary increases for the Company’sexecutive employees or as appropriate in light of the performance of Employeeand the Company.

(b)  Commencing on January 1, 2006 and for theduration of the term of this Employment Agreement, including any extensions,Employee shall be eligible for an annual incentive bonus (the “Bonus”) pursuantto the terms of the Company’s Management Incentive Plan (“MIP”).  The Bonus amount, the Company’s obligation topay such bonus (if any), and the timing of the payment of the bonus shall begoverned by the terms of the MIP (including any amendments). The terms of theMIP, including any amendments, are incorporated into this Employment Agreementby reference as though fully set forth in this Employment Agreement. Notwithstandingthe provisions of this paragraph, the target annual MIP bonus amount, assumingall targets in the MIP are met at the 100% level, shall not be less thanEmployee’s base salary in effect at the end of the year for which theapplicable MIP payment is due.  Paymentsfor achievement above or below target will be on a straight line basis subjectto the terms of the MIP plan, including the thresholds and caps contained inthe MIP Plan.  Targets are to be agreedin advance with the CEO, Buhrmann.

(c)           Employee shall alsocontinue to be entitled to participate in the Company’s Long-Term IncentivePlan (the “LTIP”) for the three year period commencing on January 1, 2006 andending on December 31, 2008. Provided this Employment Agreement is extended byone or more years, Employee shall also participate in the Company’s Long TermIncentive Plan, to the extent such plan is renewed.  It is currently anticipated that the futuredesign of the Long Term Incentive Plan will be annual, overlapping plans inthree year performance cycles commencing 2007. The LTIP amount, the Company’s obligation to pay such LTIP amount (ifany), and the timing of the payment of the LTIP amount shall be governed by theterms of the LTIP (including any applicable amendments).  The terms of the LTIP, including anyamendments, are incorporated into this Employment Agreement by reference asthough fully set forth in this Employment Agreement.   The LTIP payment for 2006 through 2008 willbe paid on or before March 15, 2009, unless this Employment Agreement isterminated earlier. Notwithstanding the provisions of this paragraph, thetarget annual LTIP bonus amount, assuming all targets in the LTIP are met atthe 100% level, shall not be less than three and one quarter (3.25) timesEmployee’s base salary in effect at the commencement of the applicable LTIPprogram.

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Additionally, thepayout rate (which is multiplied by three and one quarter (3.25) in calculatingthe LTIP amount to be paid to Employee) associated with achievement above orbelow target will be on a straight line basis at rates not less than those setforth in the following chart:
| Achievement to EVA Goal | ** ** | **Payout** |   |
|-------------------------|------------|------------|--------|
|                    |       |       |   |
| Less than 80%           |       | 0          | %      |
| 80%                     |       | 80         | %      |
| 90%                     |       | 90         | %      |
| 100%                    |       | 100        | %      |
| 110%                    |       | 110        | %      |
| 120%                    |       | 120        | %      |
| Greater than  120%      |       | 120        | %      |

 

5.             Benefits andIncentive Compensation; Stock Options.

(a)           Employee shall beentitled to receive all benefits (such as medical, dental, disability, lifeinsurance and retirement plan coverage) as are generally available from time totime to senior executives of the Company. In addition to the MIP and LTIP bonuses described above, Employee shallbe eligible to participate in any other bonus, incentive compensation, stockoption, performance unit or similar plans or programs as the Company maymaintain for compensating senior executives at such level of participation asthe Company’s Board of Directors may determine in its reasonable discretionbased upon Employee’s responsibilities and performance.

(b)           During the term of thisEmployment Agreement, including any extensions, Employee shall receive annualstock option grants in such amounts and pursuant to such terms and conditionsas determined by the Supervisory Board of Buhrmann.

(c)           Employee will accruevacation with no limit and will be eligible for payment of unusedvacation.  Employee is entitled to accruefour weeks vacation annually.

6.             Termination ByCompany Or By Buhrmann For Cause.

(a)The Company or Buhrmann may terminate Employee’s employment under thisEmployment Agreement at any time for Cause effective immediately (subject tothe notice and cure provisions set forth below) upon written notice toEmployee.  Such notice shall specify thata termination is being made for Cause and shall state the basis therefor.

(b)For purposes of this Employment Agreement, termination for “Cause” shall bedefined as termination because of:

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(i)  The willful and continued failure by Employeeto substantially perform or the gross negligence in the performance of hisduties hereunder for a period of fifteen (15) days after Buhrmann’s ChiefExecutive Officer has made a written demand for performance which specificallyidentifies the manner in which the Board of Directors of the Company or theChief Executive Officer of Buhrmann believes that Employee has notsubstantially performed his duties;

(ii)  The commission by Employee of a willful actof dishonesty or misconduct which is demonstrably injurious to the Company;

(iii)   A conviction or a plea of guilty or nolocontendere in connection with any crime that constitutes a felony in thejurisdiction involved;

(iv)  A conviction or plea of guilty or nolocontendere in connection with any misdemeanor involving moral turpitude that isinjurious to the reputation of the Company;

(v)  Employee’s addiction to alcohol impacting hisperformance at work or his use of any controlled substance without prescriptionor in excess of his prescription, provided Employee (a) is not receivingsupervised treatment for such alcohol addiction or misuse of a controlledsubstance or (b) has not successfully completed a treatment program or is nolonger engaging in such use; or

(vi)  Employee’s breach of fiduciary duty owed tothe Company or material violation of a material Company Policy.

A termination forCause must be made, if at all, within sixty (60) days after the Chief ExecutiveOfficer of Buhrmann learns of the latest such event which entitles the Companyto terminate Employee’s employment hereunder.

7.             Termination UponDeath Or Disability.

ThisEmployment Agreement shall terminate immediately upon the death of Employee or,at the discretion of the Chief Executive Officer of Buhrmann upon Employeebecoming disabled such that Employee becomes qualified for Long Term DisabilityBenefits.

8.             Termination ByEmployee For Good Reason

(a)           Employee may terminatehis employment under this Employment Agreement for Good Reason provided theCompany has not cured the Good Reason within fifteen days of receipt of writtennotice from Employee specifying the exact basis for the Good Reason.  Such notice must be provided to either theChief Executive Officer of Buhrmann or to the Board of Directors of theCompany.

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(b)           Good Reason shall existupon a (i) a change of Employee’s position within the Company in which Employeeshall (a) no longer report directly to Buhrmann’s Chief Executive Officer, (b)no longer have overall responsibility, subject to the authority of the Company’sBoard of Directors and Buhrmann’s Chief Executive Officer, for the managementof Corporate Express North America or (c) be subjected to other materialdiminution in responsibility or cash compensation or (ii) resignation by theEmployee within 90 days of a Change in Control. “Change in Control,” forpurposes of this Employment Agreement shall mean (a) the close of an acquisitionof ownership of 50% or more of the combined voting power of the Company’s thenoutstanding voting securities entitled to vote generally by any person (asdefined in Section 14(d)(2) of the Securities Exchange Act of 1934, as amended,and the regulations thereunder); (b) the cessation in connection with the closeof a corporate reorganization (including a merger, acquisition or assetsale)  of the individuals who as of theEffective Date of this Employment Agreement constitute the Board of Directorsof the Company to constitute at least a majority of the Company’s (or anysurviving entity’s) Board of Directors; or (c) the close of (A) an agreementfor the sale or disposition of all or substantially all of the Company’sassets; or (B) a merger, consolidation, or reorganization of the Company withor involving any other organization, other than a merger, consolidation orreorganization that would result in the voting securities of the Companyoutstanding immediately prior thereto continuing to represent at least 51% ofthe combined voting power of the voting securities of the Company (or suchsurviving entity) outstanding immediately after such merger, consolidation orreorganization or (d) the approval of the stockholders or the Board ofDirectors of the Company of a plan of complete liquidation of the Company;

9.             TerminationBenefits.

(a)  Termination For Cause.  In the event that the Company or Buhrmannterminates Employee’s employment for Cause, Employee shall be entitled toreceive only his salary and welfare benefits then in effect through the date oftermination.  Employee shall not beentitled to receive any MIP bonus or LTIP payments (including pro ratapayments), shall forfeit all unvested Options immediately, and the Companyshall have no further obligation to Employee under this Employment Agreement.

(b)Termination Upon Death Or Disability, Termination By Employee For Good Reason,And Termination By Company For Reasons Other Than Cause.  If this Employment Agreement is terminatedupon the death or disability of Employee as described in paragraph 7, above, orif the Company or Buhrmann terminate this Employment Agreement for reasonsother than Cause, or if Employee terminates this Employment Agreement for GoodReason, Employee shall receive only his salary and welfare benefits then ineffect through the date of termination, as well as the following additionalbenefits:

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(i)            The Company shallcontinue to pay Employee (or his estate in the event of Employee’s death) hisbase salary, at the rate in effect at the time of the termination of thisEmployment Agreement for a period of twenty four (24) consecutive months inaccordance with the Company’s normal payroll schedule, such payments tocommence upon the first regularly scheduled payroll period following the dateof termination of this Employment Agreement.

(ii)           The Company shall payEmployee the pro rata share of any unpaid MIP bonus, based on the number offull calendar months worked during the then current bonus period, payable inaccordance with the Company’s standard bonus payment practices.

(iii)          The Company shall payEmployee the pro rata share of any unpaid LTIP bonus payable to him under theLTIP then in effect.

(iv)          The Company shallprovide executive outplacement services by a firm mutually agreed upon for aperiod of up to 24 months, provided that the cost of outplacement shall notexceed thirty five thousand dollars ($35,000).

(v).          The Company shall paythe cost for continuation of health, dental and vision benefits pursuant to theprovisions of the Consolidated Omnibus Reconciliation Act of 1985, as amended,and the requirements and limitations thereof, for the earlier of (i)twenty-four (24) months from the date of termination of this EmploymentAgreement, or (ii) the date Employee is eligible to receive health benefitsunder another employer’s plan or under his spouse’s plan.  Employee shall provide the Company withnotice within one (1) month of such eligibility.  In the event Company is prohibited frommaintaining Employee on its health, dental or vision plan for any reason,Company will reimburse Employee for the cost of obtaining comparable coverage,provided that the monthly cost or such replacement coverage shall not exceedone and one half times the monthly cost of COBRA.

(vi).         The Company shallcontinue to pay premiums for Employee’s life insurance benefits at the samelevel of coverage as in effect at the time of Termination or resignation as aresult of a Change in Control for 24 months. In the event Company is prohibitedfrom maintaining Employee on its life insurance plan for any reason, Companywill reimburse Employee for the cost of obtaining comparable insurance,provided that the monthly cost of such replacement insurance shall not exceedone and one half times the monthly cost of COBRA.

(vii).        No less than sixty (60)days after termination of this Employment Agreement, the Company shallcalculate the amount of any “parachute payment” payable to Employee within themeaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”).  If the Company determines that any part ofthe Termination or Change in Control benefits provided or payable to Employeepursuant to this section is or will be subject to

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the excise taximposed by Section 4999 of the Code (including any interest or penalties thatare incurred by Employee with respect to such tax), then Employee will beentitled to receive an additional payment (the “Gross-Up Payment”) in an amountsuch that after payment by Employee of all taxes, including without limitation,any income taxes and any excise tax imposed upon the Gross-Up Payment, Employeeretains an amount of the Gross-Up Payment equal to the excise tax imposed uponany part of the Termination or Change in Control benefits.  Notwithstanding the foregoing, if suchpayment may be subject to Internal Revenue Code Section 409A, such paymentshall be made as on the first payroll date following 181 days from the date oftermination of Employee’s employment.

(viii).       In the event of terminationof this Agreement pursuant to Section 8(b)(i), Employee or his personalrepresentative, beneficiaries or heirs shall be entitled to receive anybenefits provided under any benefit or similar plan or policy adopted by theCompany and applicable to Employee, but Employee shall accrue no additionalrights or benefits pursuant to the terms of this Employment Agreement from thedate of such termination.

Notwithstandingthe foregoing, if any or all of the payments specified in subparagraphs (i) -(vii) may be subject to Internal Revenue Code Section 409A, such payments shallcommence no earlier than the first payroll date following 181 days from thedate of termination of Employee’s employment with the first payment equal tothe payments that would have been made prior to such date but for thissentence.

(c)Termination By Employee For Reasons Other Than Good Reason. Employee shall beentitled to receive only his salary and welfare benefits then in effect throughthe date of termination.  However,provided Employee provides forty five (45) days’ prior written notice of histermination to the Chief Executive Officer of Buhrmann, Employee shall receivethe following additional benefits:

(i)Employee shall receive a pro rata share of any unpaid MIP bonus, based on thenumber of full calendar months worked during the then current bonus period,payable in accordance with the Company’s standard bonus payment practices, and

(ii)Employee shall also receive 50% of a pro rata share of any unpaid LTIP paymentbased on the number of full calendar months worked during the then current LTIPperiod (which may or may not be more than one year long), payable in accordancewith the Company’s standard bonus payment practices.

Notwithstandingthe foregoing, if any of the payments specified in this subparagraph (c) may besubject to Internal Revenue Code Section 409A, such payments shall be made noearlier than the first payroll date following 181 days from the date oftermination of Employee’s employment.

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10.           Confidentiality andNon-Competition.

(a)           During the course ofhis employment, Employee will be working with and will have unlimited access tothe most sensitive confidential information and trade secrets of Buhrmann andits subsidiaries (each a “Subsidiary”). Employee shall not, while employed by the Company or any Subsidiary, orat any time thereafter, without the prior written consent of the ChiefExecutive Officer of Buhrmann (i) use, disclose or rely on any trade secrets orConfidential Information of Buhrmann or any Subsidiary of Buhrmann. Upon thetermination of Employee’s employment for any reason, Employee shall promptlyreturn all records, notes, data, memoranda and other information and documents,and copies thereof, including but not limited to documents or other forms ofstored information which contain or may contain any such trade secrets and/orConfidential Information, and shall confirm in writing to the Chief ExecutiveOfficer of Buhrmann that all such material have been returned.  “ConfidentialInformation” shall mean any and all information (a) which Buhrmann and/orCompany generally keeps confidential, (b) which Buhrmann and/or Company derivesactual or potential economic value from such matter or thing being notgenerally known to other persons or entities who might obtain economic valuefrom its disclosure or use, or (c) which gives Buhrmann and/or Company anopportunity to obtain an advantage over its competitors who do not know or usethe same.  Confidential Informationincludes all such information regardless of whether kept in a document,electronic storage medium, or in the Employee’s memory.  Confidential Information includes, but is notlimited to, financial, marketing, sales, pricing, customer, customer purchase,supplier, vendor, manufacturing, product, product design, strategic planning,and privileged information.

(b)           Employee shall not,while employed by the Company or any Subsidiary or for a period of two (2)years following the termination of Employee’s employment (i) own any interestin, accept employment with, serve as an advisor, consultant, officer, director,agent or in any similar capacity to, or accept compensation (in any form) from,any person, firm or entity (including any new business started by Employee -alone or with others) engaged in any Competitive Business (as hereinafterdefined), (ii) contact or solicit any individual or entity that was a customerof Buhrmann or any other Subsidiary during the period of Employee’s employmentfor the purpose of diverting any existing or future business of such customersto a competing source (iii) contact or solicit any employees of Buhrmann or anySubsidiary (directly or indirectly) for the purpose of causing, inviting orencouraging any such employee to alter or terminate his or her employmentrelationship with Buhrmann or such Subsidiary. Notwithstanding anything herein to the contrary, Employee shall beentitled to own as a passive investor no more than 1% of the capital stock of acompany required to make public disclosure filings pursuant to the SecuritiesExchange Act of 1934 without being in violation of this paragraph (b).

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(c)           For purposes of thisparagraph, a “Competitive Business” means the sale of office products, computersupplies, or office furniture, provided, however, that a business shall not bedeemed to be a Competitive Business unless at least 25% of the gross revenuesof such business are derived from the sale of office products, computersupplies, or office furniture.  Forpurposes of the foregoing 25% test, the gross revenues of the business shall bedetermined at the subsidiary, divisional or similar level according to theorganizational structure of the entity in question.

(d)           If any court shalldetermine that the duration or scope of any restriction contained in thisSection 10 is unenforceable, it is the intention of the parties that theprovisions set forth herein shall not be terminated but shall be deemedrestricted, amended, and/or reformed to the extent necessary to render it validand enforceable.

(e)           Employee acknowledgesand agrees that the provisions of this Section 8 are reasonable and necessaryprotections of the immediate and substantial interests of Buhrmann and itsSubsidiaries, that any violation of these restrictions would cause substantialinjury to Buhrmann and/or its Subsidiaries, and that the Company would not haveentered into this Employment Agreement with Employee without the additionalconsideration offered by Employee in binding hereof to the provisions of thisSection 10.  In the event of a breach orthreatened breach by Employee of any provision of this Section 10, the Companyshall be entitled to a temporary restraining order and preliminary and/orpermanent injunction restraining Employee from such breach or threatenedbreach; provided, however, that nothing herein contained shall be construed topreclude the Company from pursuing any other available remedy for such breachor threatened breach in addition to, or in lieu of, such injunctive relief.

(f)            Notwithstanding anyarbitration agreements between Employee and Company or Buhrmann, Employee,Buhrmann and Company irrevocably consent to personal jurisdiction in the statecourts of Colorado, as well as the United States District Court for theDistrict of Colorado, for any matter arising out of or associated with any of the provisions contained in thisparagraph 10 of this Employment Agreement, including its subparts,including but not limited to any action seeking to enforce any of the provisions contained in thisparagraph 10 of this Employment Agreement. Employee further agrees that venue for any action arising out ofor associated with any of theprovisions contained in this paragraph 10 of this Employment Agreement,including its subparts (including but not limited to common law claimsor claims under the Uniform Trade Secrets Act or claims under the ComputerFraud and Abuse Act, the Lanham Act, the Stored Communications Act or anysimilar statutes) shall lie exclusively in the state courts of Coloradocovering Broomfield County and in the United States District Court for theDistrict of Colorado, regardless of where Employee resides or performs dutiesfor Company and/or Buhrmann.

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11.           Inventions andPatents.      Employee agrees that allreasonably patentable inventions, innovations or improvements in the Company’sproducts or method of conducting its business (including new contributions,improvements, ideas and discoveries, whether patentable or not) conceived ormade by him while he is employed by the Company belong to the Company, but maybe used by Employee at any time without compensation to the Company (unless thecovenant not to compete set forth in Section 8 hereof is in force).  Employee will promptly disclose suchinventions, innovations or improvements to the officers of the Company anddeliver all papers, drawings, models, data and other materials relating to anysuch invention to the Company.  Inaddition, Employee shall, without any payment therfor, execute any documentsnecessary or advisable in the opinion of the Company’s counsel to directissuance of patents or copyrights of the Company with respect to suchinventions as are to be in the Company’s exclusive property as against Employeeas to vest in the Company title to such inventions.

12.           Arbitration.           Theparties agree that any claim, controversy or dispute that may arise directly orindirectly in connection with Employee’s employment or the termination ofEmployee’s employment, and involving Company or Buhrmann and/or anyemployee(s), Director(s), officer(s), or agent(s) of either of them, whetherarising in contract, statute, tort, fraud, misrepresentation, discrimination,common law or any other legal theory, including, but not limited to disputesrelating to the making, performance or interpretation of this EmploymentAgreement; and claims or other disputes arising under any federal or stateemployment statutes including, without limitation, Title VII of the CivilRights Act of 1964, as amended; the Civil Rights Act of 1991; the AgeDiscrimination in Employment Act of 1967; as amended; 42 U.S.C. § 1981, §1981a, § 1983, § 1985, or § 1988; the Family and Medical Act of 1993; theAmericans with Disabilities Act of 1990, as amended; the Rehabilitation Act of1973, as amended; the Fair Labor Standards Act of 1938, as amended; the WorkerAdjustment and Retraining Notification Act; the Employee Retirement IncomeSecurity Act of 1974, as amended (“ERISA”); the Colorado Anti-DiscriminationAct; or any other similar federal, state or local law or regulation, wheneverbrought, shall be resolved by arbitration. If, however, any party would otherwise be legally required to exhaustadministrative remedies to obtain legal relief, that party can and must exhaustsuch administrative remedies prior to pursuing arbitration.  The only claims between the parties that arenot subject to arbitration are claims for workers’ compensation or unemploymentcompensation benefits, claims for injunctive relief, or other claimsspecifically exempted from arbitration by this or any subsequent agreementbetween Employee and Buhrmann and/or Company, including but not limited tothose claims referenced in paragraph 10 above. By signing this Employment Agreement, Employee voluntarily, knowinglyand intelligently waives any right Employee may otherwise have to seek remedieswith a court or other forums, including the right to a jury trial.  Buhrmann and Company also hereby voluntarily,knowingly, and intelligently waives any right it might otherwise have to seekremedies against Employee in court or other forums.

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The Federal ArbitrationAct, 9 U.S.C. §§ 1-16 (“FAA”) shall govern the arbitrability of all claims,provided that they are arbitrable under the FAA, as it may be amended from timeto time.  In the event the FAA does notapply, the Colorado Uniform Arbitration Act shall apply.

A single arbitratorengaged in the practice of law shall conduct the arbitration under the NationalRules For The Resolution Of Employment Disputes of the American ArbitrationAssociation (“AAA”) in effect at the time of the arbitration, unless otherwiseagreed to by the parties.  Other than asset forth in this Employment Agreement, the arbitrator shall have no authorityto add to, detract from, change, amend, or modify existing law.  All arbitration proceedings will beconfidential.  The prevailing party inany arbitration shall be entitled to receive reasonable attorney fees to theextent such fees are otherwise provided for by the statute or common law thatforms the basis for the claims being arbitrated.  The arbitrator’s decision and award shall befinal and binding as to all claims that were or could have been raised in thearbitration, and judgment upon the award rendered by the arbitrator may beentered by any court of competent jurisdiction. If any party to this Employment Agreement files a judicial or administrativeaction asserting claims subject to this arbitration provision, and anotherparty successfully stays such action and/or compels arbitration of such claims,the party filing the initial court action shall pay the other party’s costs andexpenses incurred in seeking the stay and/or compelling arbitration, includingreasonable attorney fees not to exceed Ten Thousand Dollars ($10,000.00).

13.           Miscellaneous.

(a)           For purposes of thisEmployment Agreement, notices and other communications provided for hereinshall be in writing and shall be deemed to have been duly given when deliveredin person or by first class United States mail, postage prepaid.  Notices to the Company shall be given to theCompany’s Secretary, addressed to the Company’s corporate headquarters.  Notices to Employee shall be addressed toEmployee’s most recent address as set forth in the personnel records of theCompany.  Notices shall be effective uponreceipt.  Either party shall be entitledto change the address at which notice is to be given by providing notice to theother party of such change in the manner provided herein.

(b)           This EmploymentAgreement sets forth the entire agreement of the parties with respect to thesubject matter hereof, and, except as specifically otherwise set forth herein,supersede all prior agreements, whether written or oral.  This Employment Agreement may be amended onlyby a writing signed by all parties hereto.

(c)           This EmploymentAgreement shall be binding upon, and inure to the benefit of the parties, theirrespective heirs, successors, personal representatives and assigns.  However, Employee may not assign hisobligations under this Employment Agreement to any party.

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(d)           No waiver of anyprovision of this Employment Agreement shall be valid until it is in writingand signed by the person or party against whom it is charged.

(e)           The invalidity orunenforceability of any provision of this Employment Agreement shall not affectthe other provisions hereof, and this Employment Agreement shall be construedas if such invalid or unenforceable provision were omitted.

(f)            This EmploymentAgreement shall be subject to and governed by the laws of the State ofColorado.

 
| **CORPORATE EXPRESS, INC.** | **EMPLOYEE** |
|-----------------------------|--------------|
| ** **                  | ** **   |
| ** **                  | ** **   | ** ** |
| By:                         |         |   |   |   |
|                        |         |   | Mark Hoffman |
| Title:                      |         |   | ** ** |
|                        | ** **   |
|                        | ** **   |
|                        | ** **   |
| **BUHRMANN NV**             |
| ** **                  |         |
| ** **                  |         |
| By:                         |         |   |
|                        |         |   |
| Title:                      |         |   |
|                             |              |  |  |  |  |  |  |

 

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