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                                                                   EXHIBIT 10.31

                          VIKING OFFICE PRODUCTS, INC.
                            CHIEF EXECUTIVE OFFICER
                          PERFORMANCE BASED BONUS PLAN

          1.  Purpose.  The purpose of the Viking Office Products, Inc., Chief
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Executive Officer Performance Based Bonus Plan (hereinafter the "Plan") is to
provide for the payment of annual performance bonuses to Irwin Helford
("Executive"), as long as he remains Chief Executive Officer of the Company,
that qualify for federal income tax deduction by the Company.

          2.  Certain Definitions.  The following terms used in the Plan
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(whether used in the singular or plural) have the following meanings:

              "Annual Award" means the actual dollar amount of the annual bonus
         determined by the Committee to be payable to Executive under the Plan,
         which may not exceed the Maximum Bonus.

              "Board" means the Board of Directors of the Company.

              "Business Plan" for any fiscal year means the consolidated
         business plan or budget of the Company and its consolidated
         subsidiaries prepared by the management of the Company and presented to
         and approved by the Board prior to or within ninety days after the
         commencement of the fiscal year for which it is prepared.

              "Code" means the Internal Revenue Code of 1986, as amended
        from time to time, or any successor statute or statutes thereto, and the
        regulations thereunder. Reference to any specific Code section shall
        include any successor section.

              "Committee" means the Compensation Committee of the Board or
        such other committee of the Board as the Board may appoint to administer
        the Plan.

               "Company" or "Viking" means Viking Office Products, Inc., a
        California corporation, or any successor.

               "Discount Option" means a stock option issued under the
        Company's 1991 Nonstatutory Stock Option Plan or any successor plan
        adopted by the Company on similar terms (the "Option Plan"). Each
        Discount Option (a) shall be governed by the terms of the Option Plan,
        (b) shall have a term of ten years, subject to termination as provided
        in the Option Plan, (c) shall be granted at an exercise price of $2.50
        per share, subject to adjustment as provided in the Option Plan
        (adjusted to $1.25 upon 2:1 stock split effective May 1, 1996), (d)
        shall be granted on the date the conditions of this Plan for payment of
        the Annual Award are satisfied, including the Committee's determination
        of the amount of the Annual Award, (e) shall be exercisable in full six
        months and one day after the date of grant or on such longer vesting
        schedule as the Committee shall determine, and (f) shall be deemed to
        have a value equal to the difference between the

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        exercise price and the closing price of a share of common stock of the
        Company for the last preceding day prior to the date of grant on which
        such shares were traded.

               "Financial Statements" for any year means the consolidated
        financial statements of the Company and its consolidated subsidiaries
        for such year, prepared in accordance with generally accepted accounting
        principles applicable to the Company and audited by independent
        accountants.

               "Fiscal Year" or "fiscal year" means the Company's regular fiscal
        year, and "Fiscal 1995" or "fiscal 1995" (or any subsequent year) means
        the fiscal year ending in such numbered calendar year.

               "Gross Profit" for any fiscal year means the amount derived from
        the Financial Statements for such fiscal year that comprises the same
        elements of income and cost as and otherwise corresponds to Target Gross
        Profit in the Business Plan for such fiscal year.

               "Limit" for any fiscal year means $950,000 for fiscal 1995,
        $1,300,000 for fiscal 1996, $1,400,000 for fiscal 1997 and $1,500,000
        for fiscal 1998 and each subsequent fiscal year, or such other amount as
        the Committee may determine prior to or within ninety days after the
        beginning of such fiscal year.

               "Maximum Bonus" means the lesser of the Limit and the sum of the
        following:

               1% of Salary for each full 0.5% of Target Revenues by which
               Revenues exceed 90% of Target Revenues and do not exceed 100% of
               Target Revenues; plus

               1% of Salary for each full 0.4% of Target Gross Profit by which
               Gross Profit exceeds 90% of Target Gross Profit and does not
               exceed 100% of Target Gross Profit; plus

               1% of Salary for each full 2/7 of 1.0% of Target Pre-Tax Profit
               by which Pre-Tax Profit exceeds 90% of Target Pre-Tax Profit and
               does not exceed 100% of Target Pre-Tax Profit; plus

               1% of Salary for each full 0.25% of Target Net Income by which
               Net Income exceeds 90% of Target Net Income and does not exceed
               100% of Target Net Income; plus,

               If each of Revenues, Gross Profit, Pre-Tax Profit and Net
               Income equals or exceeds 100% of Target Revenues, Target Gross
               Profit, Target Pre-Tax Income and Target Net Income,
               respectively:

                  20% of Salary; plus

                  1% of Salary for each full 1.0% of Target Revenues by which
                  Revenues exceed 100% of Target Revenues; plus

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                  1% of Salary for each full 1.0% of Target Gross Profit by
                  which Gross Profit exceeds 100% of Target Gross Profit; plus
 
                  1% of Salary for each full 1.0% of Target Pre-Tax Profit by
                  which Pre-Tax Profit exceeds 100% of Target Pre-Tax Profit;
                  plus

                  1% of Salary for each full 1.0% of Target Net Income by which
                  Net Income exceeds 100% of Target Net Income.

          "Net Income" for any fiscal year means the amount derived by adding
     back to the amount identified as Net Income (or similar term) in the
     Financial Statements for such fiscal year the amount deducted therein (net
     of tax benefit) for the Annual Award for such fiscal year.

          "Performance Goals" means 90% of Target Revenues, 90% of Target Gross
     Profit, 90% of Target Pre-Tax Income and 90% of Target Net Income, or any
     one or more of them.

          "Pre-Tax Profit" for any fiscal year means the amount derived by
     adding back to the amount identified as Income Before Taxes on Income (or
     similar term) in the Financial Statements for such fiscal year the amount
     deducted therein for the Annual Award for such fiscal year.

          "Revenues" for any fiscal year means the amount derived from the
     Financial Statements for such fiscal year that comprises the same elements
     of income and deductions, if any, as and otherwise corresponds to Target
     Revenues in the Business Plan for such fiscal year.

          "Salary" for any fiscal year means the amount payable to Executive as
     salary for such fiscal year in accordance with his Employment Agreement, as
     approved by the Committee, as in effect on the ninetieth day of such fiscal
     year, without regard to any subsequent changes.

          "Target Gross Profit" for any fiscal year means the amount identified
     as Gross Profit on Sales (or similar term) in the Business Plan for such
     fiscal year.

          "Target Net Income" for any fiscal year means the amount derived by
     adding back to the amount identified as Net Income (or similar term) in the
     Business Plan for such fiscal year the amount deducted therein (net of tax
     benefit) for the Annual Award for such fiscal year.

          "Target Pre-Tax Profit" for any fiscal year means the amount derived
     by adding back to the amount identified as Pretax Income (or similar term)
     in the Business Plan for such fiscal year the amount deducted therein for
     the Annual Award for such fiscal year.

          "Target Revenues" for any fiscal year means the amount identified as
     Total Revenue (or similar term) in the Business Plan  for such fiscal year.

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     3.  Payment of Annual Bonus.  Subject to the other provisions of this
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Section 3, the Committee shall determine the amount and time of payment of the
Annual Award.

          3.1  Before the Committee makes an Annual Award, the Company's
independent auditors shall review the calculations of the Maximum Bonus, and the
Committee shall certify that one or more of the Performance Goals have been met.

          3.2  Notwithstanding the foregoing, the Committee may in its
discretion determine to make an Annual Award for any year in an amount that is
less than the Maximum Bonus to which Executive is entitled under the Plan for
such year.

          3.3  One-fourth of each Annual Award (or such lesser portion as does
not result in the issuance of Discount Options in excess of the individual limit
set forth in the Option Plan) shall be paid by issuing to Executive Discount
Options having a value equal to one-fourth of the amount of the Annual Award (or
such lesser amount).  Such options shall be valued as provided in this Plan.
The balance of the Annual Award shall be paid in cash.

          3.4  Subject to Section 5 of this Plan, payment of an Annual Award,
if any, under the Plan with respect to any fiscal year shall be made as soon as
practicable after the Committee certifies that one or more of the Performance
Goals have been met or exceeded.

     4.   Administration.  The Plan shall be administered by the Committee
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subject to the express provisions of the Plan and the requirements of section
162(m) of the Code.  The Committee shall have plenary authority to interpret the
Plan, to prescribe, amend and rescind the rules and regulations relating to it
and to make all other determinations deemed necessary or advisable for the
administration of the Plan.  Each member of the Committee shall be an "outside
director" within the meaning of the Code.  The Board may from time to time
appoint members of the Committee in substitution for or in addition to members
previously appointed and may fill vacancies in the Committee.

     5.   Deferral of Annual Award.  Executive may elect by written notice
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delivered to the Company at least 15 days prior to the commencement of any
fiscal year with respect to which an Annual Award would be payable under the
Plan to defer payment of all or any portion of the Annual Award Executive might
earn with respect to such year, all in accordance with the Code and on such
terms and conditions as the Committee may establish from time to time or as may
be provided in any employment agreement between the Company and Executive.

     6.   Termination and Amendment.  The Plan shall continue in effect until
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terminated by the Committee or the Board.  The Committee may at any time modify
or amend the Plan in such respects as it shall deem advisable; provided,
however, that any such modification or amendment shall comply with all
applicable laws and applicable requirements for exemption (to the extent
necessary, including shareholder approval of certain amendments) under section
162(m) of the Code.

     7.   Effectiveness of the Plan.  The Plan has been duly approved by the
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shareholders of the Company by vote of a majority of the votes cast at a duly
called and held shareholders' meeting.  Subject to the discretion of the
Committee and the provisions of the Plan, Executive

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shall be entitled to an Annual Award under the Plan in respect of fiscal 1995
and each fiscal year thereafter until further action of the Committee.

     8.   Withholding.  The obligations of the Company to make payments under
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the Plan shall be subject to applicable federal, state and local tax withholding
requirements.

     9.   Severability.  If any of the terms or provisions of this Plan conflict
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with the requirements of section 162(m) of the Code or applicable law, then such
terms or provisions shall be deemed inoperative to the extent necessary to avoid
conflict with the requirements of section 162(m) of the Code or applicable law
without invalidating the remaining provisions hereof.  If this Plan does not
contain any provision required to be included herein under section 162(m) of the
Code, such provision shall be deemed to be incorporated herein with the same
force and effect as if such provision had been set out at length herein.

     10.  Non-Exclusivity of the Plan.  Neither the adoption of the Plan by the
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Committee nor the approval of the Plan by the shareholders of the Company shall
be construed as creating any limitations on the power of the Committee or the
Board to adopt such other incentive arrangements as it may deem desirable,
including, without limitation, the granting of stock options or the awarding of
stock or cash or other benefits otherwise than under the Plan, and such
arrangements may be either generally applicable or applicable only in specific
cases.  None of the provisions of this Plan shall be deemed to be an amendment
to or incorporated in any employment agreement between the Company and
Executive.

     11.  Beneficiaries.  Executive may designate a beneficiary or beneficiaries
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to receive, in the event of the death of Executive, any payments remaining to be
made to Executive under the Plan.  The Executive shall have the right to revoke
any such designation and to redesignate a beneficiary or beneficiaries by
written notice to the Company to such effect.  If Executive dies without naming
a beneficiary or if all of the beneficiaries named by Executive predecease
Executive, then any amounts remaining to be paid under the Plan shall be paid to
Executive's estate.

     12.  Law Governing.  The Plan shall be governed by, and construed in
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accordance with, the laws of the State of California.

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