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                                                                    Exhibit 10.2


                                FIFTH AMENDMENT

         FIFTH AMENDMENT, dated as of December 7, 2000 (this "AMENDMENT"), to
the Credit Agreement, dated as of June 9, 1998 (the "CREDIT AGREEMENT"), as
amended by the First Amendment dated as of August 21, 1998, the Second Amendment
dated as of April 15, 1999, the Third Amendment and Waiver dated as of April 28,
2000 and the Fourth Amendment dated as of September 29, 2000, among U.S OFFICE
PRODUCTS COMPANY, a Delaware corporation (the "BORROWER"), BLUE STAR GROUP
LIMITED, a New Zealand corporation ("BLUE STAR GROUP"), the several banks and
other financial institutions from time to time parties to the Credit Agreement
(the "LENDERS"), BANKERS TRUST COMPANY, a New York banking corporation, as
syndication agent (in such capacity, the "SYNDICATION AGENT"), MERRILL LYNCH
CAPITAL CORPORATION, a Delaware corporation, as documentation agent for the
Lenders hereunder (in such capacity, the "DOCUMENTATION AGENT"), and THE CHASE
MANHATTAN BANK, a New York banking corporation, as administrative agent for the
Lenders hereunder (in such capacity, the "ADMINISTRATIVE AGENT").


                              W I T N E S S E T H :


         WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to
make, and have made, certain loans and other extensions of credit to the
Borrower; and

         WHEREAS, the Borrower has requested, and upon the effectiveness of this
Amendment, the Lenders have agreed, that certain provisions of the Credit
Agreement be amended or waived upon the terms and conditions set forth below;

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein, the parties hereto agree as follows:

         SECTION 1. DEFINED TERMS. Terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement,
unless otherwise defined herein. Unless otherwise indicated, all Schedule,
Section and subsection references are to the Credit Agreement.

         SECTION 2. FINANCIAL COVENANT WAIVER AND AMENDMENT. Section 3 to the
Fourth Amendment is hereby amended to change the references to "December 8,
2000" therein to "January 8, 2001" and to read in its entirety as follows:

         The application of the financial condition covenants in subsections
8.1(a) and (b) of the Credit Agreement in respect of the test period ending on
the last day of the second fiscal quarter of the Borrower ending on October 27,
2000 shall be waived until January 8, 2001,

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PROVIDED that for such test period the Consolidated Interest Coverage Ratio is
at least .75 to 1.00 and the Leverage Ratio is not more than 14.25 to 1.00.

         If by January 8, 2001 the borrower shall have received and applied to
prepay the Term Loans at least $50,000,000 in aggregate Net Cash Proceeds from
Asset Sales completed after September 29, 2000 (other than the Disposition of
Blue Star Business Supplies Group), the application of the financial covenants
in subsections 8.1(a) and (b) of the Credit Agreement in respect of the test
periods ending on the last days of the second and third fiscal quarters of the
Borrower ending on October 27, 2000 and January 24, 2001, respectively, shall
continue to be waived until January 29, 2001, PROVIDED that for such test
periods the Consolidated Interest Coverage Ratios are at least 0.75 to 1.00 and
0.65 to 1.00, respectively, and the Leverage Ratios are not more than 14.25 to
1.00 and 15.50 to 1.00, respectively.

         If by January 29, 2001 the Borrower shall have received and applied to
prepay the Term Loans at least $150,000,000 in aggregate Net Cash Proceeds from
Asset Sales in addition to those referred to in the immediately preceding
paragraph above, the application of the financial covenants in subsections
8.1(a) and (b) of the Credit Agreement in respect of the test periods ending on
the last days of the second and third fiscal quarters of the Borrower ending on
October 27, 2000 and January 24, 2001, respectively, shall be waived, PROVIDED
that for such test periods the Consolidated Interest Coverage Ratios and the
Leverage Ratios are as set forth in the immediately preceding paragraph above.

         SECTION 3. REPRESENTATIONS AND WARRANTIES. After giving effect to this
Amendment, the Borrower hereby confirms, reaffirms and restates in all material
respects the representations and warranties set forth in Section 5 of the Credit
Agreement as if made on and as of the date hereof except for any representation
or warranty made as of the earlier date, which representation or warranty shall
have been true and correct in all material respects as of such earlier date.

         SECTION 4. CONDITIONS TO EFFECTIVENESS. (a) This Amendment shall become
effective on the date (the "FIFTH AMENDMENT EFFECTIVE DATE") upon receipt by the
Administrative Agent of counterparts of this Amendment, duly executed and
delivered by (i) the Borrower and Blue Star Group and (ii) the Required Basic
Lenders, provided that the conditions set forth in Section 4(b) below shall have
been satisfied.

         (b) The effectiveness of this Amendment is subject to the fulfillment
of the condition precedent that the Borrower pay to the Administrative Agent for
the account of each Revolving Credit Lender, Tranche A Term Loan Lender and
Multi-Draw Term Loan Lender which executes and delivers this Amendment on or
prior to 5:00 p.m. (Eastern time) on Thursday, December [6], 2000 a fee of 0.10%
of the sum of the Revolving Credit Commitment, the Tranche A Term Loan and the
Multi-Draw Term Loans of such Lender.

         SECTION 5. PAYMENT OF EXPENSES. The Borrower agrees to pay or reimburse
the Administrative Agent for all of its reasonable out-of-pocket costs and
expenses incurred in connection with this Amendment, any other documents
prepared in connection herewith and the transactions contemplated hereby,
including, without limitation, the reasonable fees and disbursements of counsel
to the Administrative Agent.

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         SECTION 6. CONTINUING EFFECT OF CREDIT AGREEMENT. Except as expressly
amended herein, the Credit Agreement shall continue to be, and shall remain, in
full force and effect in accordance with its terms.

         SECTION 7. GOVERNING LAW; COUNTERPARTS. THIS AMENDMENT AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. This
Amendment may be executed by the parties hereto in any number of separate
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. The execution and delivery of this
Amendment by any Lender shall be binding upon each of its successors and assigns
(including Transferees of its commitments and Loans in whole or in part prior to
effectiveness hereof) and binding in respect of all of its commitments and
Loans, including any acquired subsequent to its execution and delivery hereof
and prior to the effectiveness hereof.


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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.


                     U.S. OFFICE PRODUCTS COMPANY


                     By: /s/ Joseph T. Doyle
                         -------------------------------------
                         Title: Executive Vice President/Chief Financial Officer



                     BLUE STAR GROUP LIMITED


                     By: /s/ Joseph T. Doyle
                         -------------------------------------
                         Title: Director


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                          THE CHASE MANHATTAN BANK, as
                          Administrative Agent and as a Lender


                          By: /s/ William J. Caggiano
                             -------------------------------------
                             Name: William J. Caggiano
                             Title: Managing Director


                          [Other Signatures Omitted]