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                                                                   EXHIBIT 10.32

                          VIKING OFFICE PRODUCTS, INC.
                    PRESIDENT'S PERFORMANCE BASED BONUS PLAN


          1.  Purpose.  The purpose of the Viking Office Products, Inc.,
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President's Performance Based Bonus Plan (hereinafter the "Plan") is to provide
for the payment of annual performance bonuses to M. Bruce Nelson ("Executive")
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.

          "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 1997" or "fiscal 1997" (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

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     as and otherwise corresponds to Target Gross Profit in the Business Plan
     for such fiscal year.

          "Limit" for any fiscal year means $800,000 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

               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

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     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, 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 Pre-tax 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.

     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.

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          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  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 shall be entitled to an
Annual Award under the Plan in respect of fiscal 1997 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

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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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     (b) In the event there is any disagreement between you and the Company as
     to the amount of any payment required hereunder, the amount of income or
     excise tax liability incurred or which would be incurred if the payments
     were exempt from Code Section 4999, or the application of applicable
     provisions of the Code, Treasury Regulations or applicable tax laws, such
     disputes shall be submitted for resolution to an independent certified
     public accountant ("Independent Arbiter") mutually acceptable to you and
     the Company. The resolution reached by the Independent Arbiter shall be
     binding on you and the Company. You and the Company shall prepare all
     returns and reports to relevant tax authorities in a manner consistent with
     determination of the Independent Arbiter. Notwithstanding the above, if
     you liability for income or estate taxes is redetermined, the actual
     amount of such redetermined tax liability shall be substituted for the
     amount of tax liability agreed to or otherwise determined by Independent
     Arbiter provided that you have reasonably endeavored to maintain the
     positions reflected in your original returns and shall have afforded the
     Company a reasonable opportunity to assist you in resisting any such
     redetermination. All expenses incurred in connection with the retention of 
     the Independent Arbiter and (if applicable) responding to any audit or
     resisting any redetermination of the tax liability involving the payments
     to be made hereunder shall be paid by the Company.

  6. MITIGATION.   You will not be required to mitigate payments received under
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this Agreement when employed by another company.

  7. COSTS, EXPENSES AND LEGAL FEES.   The Company will pay or reimburse you for
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all costs and expenses incurred by you on behalf of the Company, consistent with
the Company's reimbursement policy in effect prior to the Change in Control, and
will also pay or reimburse you for all legal fees and expenses, if any, incurred
by you in seeking to obtain or enforce any right or benefit provided by this 
Agreement, including such fees and expenses incurred in connection with any
arbitration proceeding. Such payments and reimbursements will be made within
five business days after your request for payment, accompanied by evidence of
such costs, fees and expenses, is received by the Company, and, if not timely
paid, will bear interest at the lower of ten percent per annum and the maximum
rate permitted by California law.

  8. DELAYED TERMINATION.   One year after the date that a Change in Control is
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effective you will have 30 days to resign your employment (whether or not such 
resignation qualifies as a Resignation for Good Reason) and receive (a) fifty 
percent of the CIC Severance Payments and (b) the payments contemplated by
Paragraph 2 of this Part Two. In addition, Paragraphs 3, 5, 6 and 7 of this
Part Two shall apply when applicable. All payments required hereunder shall be
made at the times provided in the Paragraphs referred to herein.

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                    PART THREE -- MISCELLANEOUS PROVISIONS

  1. TERMINATION FOR CAUSE. Should termination of your employment constitute
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Termination for Cause, then the Company shall be required to pay you only (i)
any unpaid compensation earned for services previously rendered through the date
of such termination and (ii) any accrued but unpaid vacation benefits or sick 
days, and no other benefits shall be payable to you under Part Two of this 
letter.

  2. DEATH. Should you die after your Termination Without Cause or Resignation
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for Good Reason under Part Two of this Agreement but before receipt of the CIC
Severance Payments to which you have become entitled under Part Two of this
Agreement, then those payment(s) shall be made to the executors or
administrators of your estate.

  3. DISABILITY.   Should you become totally and permanently disabled as defined
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in the Company's long-term disability program after your Termination Without 
Cause or Resignation for Good Reason under Part Two of this Agreement but before
receipt of the CIC Severance Payments to which have become entitled under Part 
Two, then those payment(s) shall be made to you in accordance with the 
provisions of this Agreement.

   4. GENERAL CREDITOR STATUS.   The payments and benefits to which you become
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entitled hereunder shall be paid, when due, from the general assets of the 
Company, and no trust fund, escrow arrangement or other segregated account shall
be established as a funding vehicle for such payments.  Accordingly, your right 
(or the right of the personal representatives or beneficiaries of your estate) 
to receive any payments or benefits hereunder shall at all times be that of a 
general creditor of the Company and shall have no priority over the claims of 
other general creditors.

   5. INDEMNIFICATION.   If applicable, the indemnification provisions for
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officers and directors under the Company's Articles of Incorporation and Bylaws 
and the provisions of any written Indemnification Agreement between you and the 
Company shall be extended to you (to the maximum extent permitted by law), 
during the period following your Termination Without Cause or Resignation for 
Good Reason under Part Two, with respect to any and all matters, events or 
transactions occurring or effected during your employment with the Company.

  6. CONTRACTUAL RIGHTS.   Except as expressly provided in paragraph 1 of Part
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Two, none of the provisions of this Agreement is intended to curtail or limit in
any way any contractual rights which you may have under any Company plan in 
which you are eligible to participate, and all such contractual rights shall 
survive the execution of this Agreement and any Change in Control.

  7. BINDING AGREEMENT.   This Agreement shall be binding upon the Company, its
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successors and assigns (including, without limitation, the surviving entity in 
any Change in Control).

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  8. LAW GOVERNING.  This Agreement shall be construed and interpreted under the
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laws of the State of California applicable to agreements executed and to be
wholly performed within the State of California.

  9. ENTIRE AGREEMENT.  This Agreement supersedes all prior agreements between
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you and the Company relating to the subject of severance benefits payable to you
upon the cessation of your employment with the Company and may be amended only
by a written instrument signed by you and an authorized officer of the Company.

  10. SEVERABILITY.  If any provision of this Agreement as applied to you or the
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Company or to any circumstance should be adjudged by a court of competent
jurisdiction to be void or unenforceable for any reason, the invalidity of that 
provision shall in no way affect (to the maximum extent permissible by law) the
application of such provision under circumstances different from those
adjudicated by the court, the application of any other provision of this
Agreement, or the enforceability or validity of this Agreement as a whole.
Should any provision of this Agreement become or be deemed invalid, illegal or
unenforceable in any jurisdiction by reason of the scope, extent or duration of
its coverage, then such provision shall be deemed amended to the extent
necessary to conform to applicable law so as to be valid and enforceable or, if
the parties, then such provision shall be stricken and the remainder of this 
Agreement shall continue in full force and effect.

  11. REMEDIES.  All rights and remedies provided pursuant to this Agreement or
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by law will be cumulative, and no such right or remedy will be exclusive of any
other. A party may pursue any one or more rights or remedies hereunder or may
seek damages or specific performance in the event of another party's breach
hereunder or may pursue any other remedy by law or equity, whether or not stated
in this Agreement.

  12. ARBITRATION.  Any controversy which may arise between you and the Company
      -----------
with respect to the construction, interpretation or application of any of the
terms, provisions or conditions of this agreement or any monetary claim arising
from or relating to this agreement will be submitted to final and binding
arbitration in Los Angeles, California, in accordance with the rules of the
American Arbitration Association then in effect.

  13. NO EMPLOYMENT OR SERVICE CONTRACT.  Nothing in this Agreement is intended
      ---------------------------------
to provide you with any right to continue in the employ of the Company (or any 
subsidiary) for any period of or interfere with or otherwise restrict in any way
your rights or the rights of the Company (or any subsidiary), which rights are
hereby expressly reserved by each. The Company reserves the right to terminate
your employment at any time for any reason whatsoever, with or without cause,
except as otherwise provided in any written employment agreement between you and
the Company.

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  Please indicate your acceptance of the foregoing provisions of this Agreement 
by signing the enclosed copy of this Agreement and returning it to the Company.

                            VIKING OFFICE PRODUCTS, INC.

                            By:
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                            Title:
                                  ----------------------------------------------

ACCEPTANCE

  I hereby agree to all the terms and provisions of the foregoing Agreement 
governing the special benefits to which I may become entitled in connection with
the cessation of my employment with Viking Office Products, Inc., under certain 
specified conditions following a Change in Control.

                            Signature:
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Date:  _______, 1997

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