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                                                                     EXHIBIT 4.2


                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                       DAISYTEK INTERNATIONAL CORPORATION

                             a Delaware corporation

                                    PREAMBLE

         These Bylaws are subject to, and governed by, the General Corporation
Law of the State of Delaware (the "Delaware Corporation Law") and the
certificate of Incorporation of Daisytek International Corporation, a Delaware
corporation (the "Corporation"). In the event of a direct conflict between the
provisions of these Bylaws and the mandatory provisions of the Delaware
Corporation Law or the provisions of the certificate of incorporation of the
Corporation, such provisions of the Delaware Corporation Law or the certificate
of incorporation of the Corporation, as the case may be, will be controlling.

                              ARTICLE ONE: OFFICES

         1.1 Registered Office and Agent. The registered office and registered
agent of the Corporation shall be designated from time to time by the
appropriate filing by the Corporation in the office of the Secretary of State of
the State of Delaware.

         1.2 Other Offices. The Corporation may also have offices at such other
places, both within and without the State of Delaware, as the board of directors
may from time to time determine or as the business of the Corporation may
require.

                     ARTICLE TWO: MEETINGS OF STOCKHOLDERS

         2.1 Annual Meeting. An annual meeting of stockholders of the
Corporation shall be held each calendar year on such date and at such time as
shall be designated from time to time by the board of directors and stated in
the notice of the meeting or in a duly executed waiver of notice of such
meeting. At such meeting, the stockholders shall elect directors and transact
such other business as may be properly brought before the meeting.

         2.2 Special Meeting. A special meeting of the stockholders may be
called by the board of directors pursuant to a resolution adopted by a majority
of the Classified Directors (as defined in Section 3.2 hereof) then serving, by
the Chairman of the Board, or by any holder or holders of record of at least 25%
of the outstanding shares of capital stock of the Corporation then entitled to
vote on any matter for which the respective special meeting is being called
(considered for this purpose as one class). A special meeting shall be held on
such date and at such time as shall be designated by the person(s) calling the
meeting and stated in the notice of the meeting or in a duly executed waiver of
notice of such meeting. Only such business shall be transacted at a special
meeting as may be stated or indicated in the notice of such meeting given in
accordance with these Bylaws or in a duly executed waiver of notice of such
meeting.

         2.3 Place of Meetings. An annual meeting of stockholders may be held at
any place within or without the State of Delaware designed by the board of
directors. A special meeting of stockholders



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may be held at any place within or without the State of Delaware designated in
the notice of the meeting or a duly executed waiver notice of such meeting.
Meetings of stockholders shall be held at the principal office of the
Corporation unless another place is designated for meetings in the manner
provided herein.

         2.4 Notice. Written or printed notice stating the place, day, and time
of each meeting of the stockholders and, in case of a special meeting, the
purpose or purposes for which the meeting is called shall be delivered not less
than ten nor more than 60 days before the date of the meeting, either personally
or by mail, by or at the direction of the President, the Secretary, or the
officer or person(s) calling the meeting, to each stockholder of record entitled
to vote at such meeting. If such notice is to be sent by mail, it shall be
directed to such stockholder at his address as it appears on the records of the
Corporation, unless he shall have filed with the Secretary of the Corporation a
written request that notices to him be mailed to some other address in which
case it shall be directed to him at such other address. Notice of any meeting of
stockholders shall not be required to be given to any stockholder who shall
attend such meeting in person or by proxy and shall not, at the beginning of
such meeting, object to the transaction of any business because the meeting is
not lawfully called or convened, or who shall, either before or after the
meeting, submit a signed waiver of notice, in person or by proxy.

         2.5 Notice of Stockholder Business; Nomination of Director Candidates.

                  (a) At annual or special meetings of the stockholders, only
         such business shall be conducted as shall have been brought before
         meetings (i) pursuant to the Corporation's notice of meeting, (ii) by
         or at the direction of the board of directors, or (iii) by any
         stockholder of the Corporation who is a stockholder of record at the
         time of giving of notice provided for in this Section 2.5, who shall be
         entitled to vote at such meeting, and who complies with the notice
         procedures set forth in this Section 2.5.

                  (b) Only persons who are nominated in accordance with the
         procedures set forth in these Bylaws shall be eligible to serve as
         directors. Nominations of persons for election to the board of
         directors may be made at an annual or special meeting of stockholders
         (i) by or at the direction of the board of directors, (ii) by any
         stockholder of the Corporation who is a stockholder of record at the
         time of giving of notice provided for in this Section 2.5, who shall be
         entitled to vote for the election of directors at the meeting, and who
         complies with the notice procedures set forth in this Section 2.5.

                  (c) A stockholder must give timely, written notice to the
         Secretary of the Corporation to nominate directors at an annual or
         special meeting pursuant to Section 2.5(b) hereof or to propose
         business to be brought before an annual or special meeting pursuant to
         clause (iii) of Section 2.5(a) hereof. To be timely in the case of an
         annual meeting, a stockholder's notice must be received at the
         principal executive offices of the Corporation not less than 120 days
         before the first anniversary of the preceding year's annual meeting. To
         be timely in the case of a special meeting or in the event that the
         date of the annual meeting is changed by more than 30 days from such
         anniversary date, a stockholder's notice must be received at the
         principal executive offices of the Corporation no later than the close
         of business on the tenth day following the earlier of the day on which
         notice of the meeting date was mailed or public disclosure of the
         meeting date was made. Such stockholder's notice shall set forth (i)
         with respect to each matter, if any, that the stockholder proposes to
         bring before the meeting, a brief description of the business desired
         to be brought before the meeting and the reasons for conducting such
         business at the meeting, (ii) with respect to each person, if any, whom
         the stockholder proposes to nominate for election or re-election as a
         director, all information relating to such person (including such
         person's written consent to being named in the proxy statement as a
         nominee and to serving as a director) that is required under the
         Securities Exchange Act of 1934, as amended, (iii) the name



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         and address, as they appear on the Corporation's records, of the
         stockholder proposing such business or nominating such persons (as the
         case may be), and the name and address of the beneficial owner, if any,
         on whose behalf the proposal or nomination is made, (iv) the class and
         number of shares of capital stock of the Corporation that are owned
         beneficially and of record by such stockholder of record and by the
         beneficial owner, if any, on whose behalf the proposal or nomination is
         made, and (v) any material interest or relationship that such
         stockholder of record and/or the beneficial owner, if any, on whose
         behalf the proposal or nomination is made may respectively have in such
         business or with such nominee. At the request of the board of
         directors, any person nominated for election as a director shall
         furnish to the Secretary of the Corporation the information required to
         be set forth in the stockholder's notice of nomination which pertains
         to the nominee.

                  (d) Notwithstanding anything in these Bylaws to the contrary,
         no business shall be conducted, and no person shall be nominated to
         serve as a director, at an annual or special meeting of stockholders,
         except in accordance with the procedures set forth in this Section 2.5
         and elsewhere in these Bylaws. The chairman of the meeting shall, if
         the facts warrant, determine that business was not properly brought
         before the meeting, or that a nomination was not made, in accordance
         with the procedures prescribed by these Bylaws and, if he shall so
         determine, he shall so declare to the meeting, and any such business
         not properly brought before the meeting shall not be transacted and any
         defective nomination shall be disregarded. Notwithstanding the
         foregoing provisions of these Bylaws, a stockholder shall also comply
         with all applicable requirements of the Securities Exchange Act of
         1934, as amended, and the rules and regulations thereunder with respect
         to the matters set forth in this Section 2.5.

         2.6 Voting List. Prior to each meeting of stockholders, the Secretary
or other officer of the Corporation who has charge of the Corporation's stock
ledger, either director or through another officer appointed by him or through a
transfer agent appointed by the board of directors, shall prepare a complete
list of stockholders entitled to vote thereat, arranged in alphabetical order
and showing the address of each stockholder and number of shares of capital
stock registered in the name of each stockholder. To the extent required by law,
such list shall be kept on file at a place within the city where the meeting is
to be held, which place shall be specified in the notice of meeting or a duly
executed waiver of notice of such meeting or, if not so specified, at the place
where the meeting is to be held and shall be open to examination by any
stockholder during ordinary business hours. Such list shall be produced at such
meeting and kept at the meeting at all times during such meeting and may be
inspected by any stockholder who is present.

         2.7 Quorum. The holders of a majority of the outstanding shares of
capital stock entitled to vote on a matter, present in person or by proxy, shall
constitute a quorum at any meeting of stockholders, except as otherwise provided
by law, the certificate of incorporation of the Corporation, or these Bylaws. If
a quorum shall not be present, in person or by proxy, at any meeting of
stockholders, the stockholders entitled to vote thereat who are present, in
person or by proxy, (or, if no stockholder entitled to vote is present, any
officer of the Corporation), may adjourn the meeting from time to time without
notice other than announcement at the meeting (unless the board of directors,
after such adjournment, fixes a new record date for the adjourned meeting),
until a quorum shall be present, in person or by proxy. At any adjourned meeting
at which a quorum shall be present, in person or by proxy, any business may be
transacted which may have been transacted at the original meeting had a quorum
been present; provided that, if the adjournment is for more than 30 days of if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the adjourned meeting.

         2.8 Required Vote; Withdrawal of Quorum. When a quorum is present at
any meeting, the vote of the holders of at least a majority of the outstanding
shares of capital stock entitled to vote thereat



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who are present, in person or by proxy, shall decide any question brought before
such meeting, unless the question is one on which, by express provision of law,
the certificate of incorporation of the Corporation, or these Bylaws, a
different vote is required, in which case such express provision shall govern
and control the decision of such question. The stockholders present at a duly
constituted meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.

         2.9 Method of Voting; Proxies. Except as otherwise provided in the
certificate of incorporation of the Corporation or by law, each outstanding
share of capital stock, regardless of class, shall be entitled to one vote on
each matter submitted to a vote at a meeting of stockholders. Elections of
directors need not be by written ballot. At any meeting of stockholders, every
stockholder having the right to vote may vote either in person or by a proxy
executed in writing by the stockholder or by his duly authorized
attorney-in-fact. Each such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid after
three years from the date of its execution, unless otherwise provided in the
proxy. If no date is stated in a proxy, such proxy shall be presumed to have
been executed on the date of the meeting at which it is to be voted. Each proxy
shall be revocable unless expressly provided therein to be irrevocable and
coupled with an interest sufficient in law to support an irrevocable power or
unless otherwise made irrevocable by law.

         2.10 Record Date. For the purpose of determining stockholders entitled
(a) to notice of or to vote at any meeting of stockholders or any adjournment
thereof, (b) to receive payment of any dividend or other distribution or
allotment of any rights, or (c) to exercise any rights in respect of any change,
conversion, or exchange of stock or for the purpose of any other lawful action,
the board of directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted by
the board of directors, for any such determination of stockholders, such date in
any case to be not more than 60 days and not less than ten days prior to such
meeting nor more than 60 days prior to any other action. If no record date is
fixed:

                  (i) The record date for determining stockholders entitled to
         notice of or to vote at a meeting of stockholders shall be at the close
         of business on the day next preceding the day on which notice is given
         or, if notice is waived, at the close of business on the day next
         preceding the day on which the meeting is held.

                  (ii) The record date for determining stockholders for any
         other purpose shall be at the close of business on the day on which the
         board of directors adopts the resolution relating thereto.

                  (iii) A determination of stockholders of record entitled to
         notice of or to vote at a meeting of stockholders shall apply to any
         adjournment of the meeting; provided, however, that the board of
         directors may fix a new record date for the adjourned meeting.

         2.11 Conduct of Meeting. The Chairman of the Board, if such office has
been filled, and, if not or if the Chairman of the Board is absent or otherwise
unable to act, the Chief Executive Office, if such office has been filled, and,
if not or if the Chief Executive Officer is absent or otherwise unable to act,
the President shall preside at all meetings of stockholders. The Secretary shall
keep the records of each meeting of stockholders. In the absence or inability to
act of any such officer, such officer's duties shall be performed by the officer
given the authority to act for such absent or non-acting officer under these
Bylaws or by some person appointed by the meeting.

         2.12 Inspectors. The board of directors may, in advance of any meeting
of stockholders, appoint one or more inspectors to act at such meeting or any
adjournment thereof. If any of the inspectors so appointed shall fail to appear
or act, the chairman of the meeting shall, or if inspectors shall



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not have been appointed, the chairman of the meeting may, appoint one or more
inspectors. Each inspector, before entering upon the discharge of his duties,
shall take and sign an oath faithfully to execute the duties of inspector at
such meeting with strict impartiality and according to the best of his ability.
The inspectors shall determine the number of shares of capital stock of the
Corporation outstanding and the voting power of each, the number of shares
represented at the meeting, the existence of a quorum, and the validity and
effect of proxies and shall receive votes, ballots, or consents, hear and
determine all challenges and questions arising in connection with the right to
vote, count, and tabulate all votes, ballots, or consents, determine the
results, and do such acts as are proper to conduct the election or vote with
fairness to all stockholders. On request of the chairman of the meeting, the
inspectors shall make a report in writing of any challenge, request, or matter
determined by them and shall execute a certificate of any fact found by them. No
director or candidate for the office of director shall act as an inspector of an
election of directors. Inspectors need not be stockholders.

                            ARTICLE THREE: DIRECTORS

         3.1 Management. The business and property of the Corporation shall be
managed by the board of directors. Subject to the restrictions imposed by law,
the certificate of incorporation of the Corporation, or these Bylaws, the board
of directors may exercise all the powers of the Corporation.

         3.2 Number; Qualification; Election; Term. The board of directors shall
consist of no fewer than three and no more than ten directors (plus such number
of directors as may be elected from time to time pursuant to the terms of any
series of preferred stock that may be issued and outstanding from time to time).
The directors of the Corporation (exclusive of directors who are elected
pursuant to the terms of, and serve as representatives of the holders of, any
series of preferred stock of the Corporation) shall be referred to herein as
"Classified Directors" and shall be divided into three classes, with the first
class referred to herein as "Class I," the second class as "Class II," and the
third class as "Class III." Each class shall consist as nearly as possible of
one-third (1/3) of the total number of directors making up the entire board of
directors. The term of office of the initial Class I directors shall expire at
the 1995 annual meeting of stockholders, the term of office of the initial Class
II directors shall expire at the 1996 annual meeting of stockholders, and the
term of office of the initial Class III directors shall expire at the 1997
annual meeting of stockholders, with each director to hold office until his
successor shall have been duly elected and qualified. At each annual meeting of
stockholders, directors elected to succeed those directors whose terms then
expire shall be elected for a term of office to expire at the third succeeding
annual meeting of stockholders after their election, with each director to hold
office until his successor shall have been duly elected and qualified.

         Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of preferred stock issued by the Corporation shall have the
right, voting separately by series or by class (excluding holders of common
stock), to elect directors at an annual or special meeting of stockholders, the
election, term of office, filling of vacancies, and other features of such
directorships shall be governed by the terms of the certificate of incorporation
(including any amendment to the certificate of incorporation that designates a
series of preferred stock), and such directors so elected by the holders of
preferred stock shall not be divided into classes pursuant to this Section 3.2
unless expressly provided by the terms of the certificate of incorporation.

         3.3 Change in Number. No decrease in the number of directors
constituting the entire board of directors shall have the effect of shortening
the term of any incumbent director.



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         3.4 Removal; Vacancies.

                  (a) Any or all Classified Directors may be removed, with
         cause, at any annual or special meeting of stockholders, upon the
         affirmative vote of the holders of a majority of the outstanding shares
         of each class of capital stock then entitled to vote in person or by
         proxy at an election of such Classified Directors, provided that notice
         of the intention to act upon such matter shall have been given in the
         notice calling such meeting. Newly created directorships resulting from
         any increase in the authorized number of Classified Directors and any
         vacancies occurring in the board of directors, whether caused by death,
         resignation, retirement, disqualification, removal or other termination
         from office of any Classified Director or otherwise, may be filled by
         the vote of a majority of the Classified Directors then in office,
         though less than a quorum, or by the affirmative vote, at any annual
         meeting or any special meeting of the stockholders called for the
         purpose of filling such directorship, of the holders of a majority of
         the outstanding shares of each class of capital stock then entitled to
         vote in person or by proxy at an election of such Classified Directors.
         Each successor Classified Director so chosen shall hold office until
         the next election of the class for which such director shall have been
         chosen and until his respective successor shall have been duly elected
         and qualified.

                  (b) Unless otherwise provided by the terms of the certificate
         of incorporation (including any amendment thereto that designates a
         series of preferred stock), any or all directors other than Classified
         Directors may be removed, with or without cause, at any annual or
         special meeting of stockholders, upon the affirmative vote of the
         holders of a majority of the outstanding shares of each class of
         capital stock then entitled to vote in person or by proxy at an
         election of such directors, provided that notice of the intention to
         act upon such matter shall have been given in the notice calling such
         meeting. Unless otherwise provided by the terms of the certificate of
         incorporation (including any amendment thereto that designates a series
         of preferred stock), any vacancies occurring in the board of directors
         caused by death, resignation, retirement, disqualification, removal or
         other termination from office of any directors other than Classified
         Directors may be filled by the vote of a majority of the board of
         directors then in office, though less than a quorum, or by the
         affirmative vote, at any annual meeting or any special meeting of the
         stockholders called for the purpose of filling such directorship, of
         the holders of a majority of the outstanding shares of each class of
         capital stock then entitled to vote in person or by proxy at an
         election of such directors. Each successor director so chosen shall
         hold office until the next election of the class for which such
         director shall have been chosen and until his respective successor
         shall have been duly elected and qualified.

         3.5 Meetings of Directors. The directors may hold their meetings and
may have an office and keep the records of the Corporation, except as otherwise
provided by law, in such place or places within or without the State of Delaware
as the board of directors may from time to time determine or as shall be
specified in the notice of such meeting or duly executed waiver of notice of
such meeting.

         3.6 First Meeting. Each newly elected board of directors may hold its
first meeting for the purpose of organization and the transaction of business,
if a quorum is present, immediately after and at the same place as the annual
meeting of stockholders, and no notice of such meeting shall be necessary.

         3.7 Election of Officers. At the first meeting of the board of
directors after each annual meeting of stockholders at which a quorum shall be
present, the board of directors shall elect the officers of the Corporation.



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         3.8 Regular Meetings. Regular meetings of the board of directors shall
be held at such times and places as shall be designated from time to time by
resolution of the board of directors. Notice of such regular meetings shall not
be required.

         3.9 Special Meetings. Special meetings of the board of directors shall
be held whenever called by the Chairman of the Board, the Chief Executive
Officer, the President, or any director.

         3.10 Notice. The Secretary shall give notice of each special meeting to
each director at least 24 hours before the meeting. Notice of any such meeting
need not be given to any director who, either before or after the meeting,
submits a signed waiver of notice or who shall attend such meeting without
protesting, prior to or at its commencement, the lack of notice to him. The
purpose of any special meeting shall be specified in the notice or waiver of
notice of such meeting.

         3.11 Quorum; Majority Vote. At all meetings of the board of directors,
a majority of the directors fixed in the manner provided in these Bylaws shall
constitute a quorum for the transaction of business. If at any meeting of the
board of directors there is less than a quorum present, a majority of those
present or any director solely present may adjourn the meeting from time to time
without further notice. Unless the act of a greater number is required by law,
the certificate of incorporation of the Corporation, or these Bylaws, the act of
a majority of the directors present at a meeting at which a quorum is in
attendance shall be the act of the board of directors. At any time that the
certificate of incorporation of the Corporation provides that directors elected
by the holders of a class or series of stock shall have more or less than one
vote per director on any matter, every reference in these Bylaws to a majority
or other proportion of directors shall refer to a majority or other proportion
of the votes of such directors.

         3.12 Procedure. At meetings of the board of directors, business shall
be transacted in such order as from time to time the board of directors may
determine. The Chairman of the Board, if such office has been filled, and, if
not or if the Chairman of the Board is absent or otherwise unable to act, the
Chief Executive Officer, if such office has been filled, and, if not or if the
Chief Executive Officer is absent or otherwise unable to act, the President
shall preside at all meetings of the board of directors. In the absence or
inability to act of either such officer, a chairman shall be chosen by the board
of directors from among the directors present. The Secretary of the Corporation
shall act as the secretary of each meeting of the board of directors unless the
board of directors appoints another person to act as secretary of the meeting.
The board of directors shall keep regular minutes of its proceedings which shall
be placed in the minute book of the Corporation.

         3.13 Presumption of Assent. A director of the Corporation who is
present at the meeting of the board of directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
unless his dissent shall be entered in the minutes of the meeting or unless he
shall file his written dissent to such action with the person acting as
secretary of the meeting before the adjournment thereof or shall forward any
dissent by certified or registered mail to the Secretary of the Corporation
immediately after the adjournment of the meeting. Such right to dissent shall
not apply to a director who voted in favor of such action.

         3.14 Compensation. The board of directors shall have the authority to
fix the compensation, including fees and reimbursement of expenses, paid to
directors for attendance at regular or special meetings of the board of
directors or any committee thereof; provided, that nothing contained herein
shall be construed to preclude any director from serving the Corporation in any
other capacity or receiving compensation therefor.



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                            ARTICLE FOUR: COMMITTEES

         4.1 Designation. The board of directors may, by resolution adopted by a
majority of the entire board of directors, designate one or more committees,
including without limitation an Executive Committee, Audit Committee and
Compensation Committee as hereinafter described.

         4.2 Number; Qualification; Term. Each committee shall consist of one or
more directors appointed by resolution adopted by a majority of the entire board
of directors. The number of committee members may be increased or decreased from
time to time by resolution adopted by a majority of the entire board of
directors. Each committee member shall serve as such until the earliest of (i)
the expiration of his term as director, (ii) his resignation as a committee
member or as a director, or (iii) his removal as a committee member or as a
director.

         4.3 Authority. Each committee, to the extent expressly provided in the
resolution establishing such committee, shall have and may exercise all of the
authority of the board of directors in the management of the business and the
property of the Corporation except to the extent expressly restricted by such
resolution or by law, the certificate of incorporation of the Corporation, or
these Bylaws.

         4.4 Committee Changes. The board of directors shall have the power at
any time to fill vacancies in, to change the membership of, and to discharge any
committee.

         4.5 Alternate Members of Committees. The board of directors may
designate one or more directors as alternate members of any committee. Any such
alternate member may replace any absent or disqualified member at any meeting of
the committee. If no alternate committee members have been so appointed to a
committee or each such alternate committee member is absent or disqualified, the
member or members of such committee present at any meeting and not disqualified
from voting, whether or not he or they constitute a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in the
place of any such absent or disqualified member.

         4.6 Regular Meetings. Regular meetings of any committee may be held
without notice at such time and place as may be designated from time to time by
the committee and communicated to all members thereof.

         4.7 Special Meetings. Special meetings of any committee may be held
whenever called by any committee member. The committee member calling any
special meeting shall cause notice of such special meeting, including therein
the time and place of such special meeting, to be given to each committee member
at least two days before such special meeting. Neither the business to be
transacted at, nor the purpose of, any special meeting of any committee need be
specified in the notice or waiver of notice of any special meeting.

         4.8 Quorum; Majority Vote. At meetings of any committee, a majority of
the number of members designated by the board of directors shall constitute a
quorum for the transaction of business. If a quorum is not present at a meeting
of any committee, a majority of the members present may adjourn the meeting from
time to time, without notice other than an announcement at the meeting, until a
quorum is present. The act of a majority of the members present at any meeting
at which a quorum is in attendance shall be the act of a committee, unless the
act of a greater number is required by law, the certificate of incorporation of
the Corporation, or these Bylaws.

         4.9 Minutes. Each committee shall cause minutes of its proceedings to
be prepared and shall report the same to the board of directors upon the request
of the board of directors. The minutes of the



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proceedings of each committee shall be delivered to the Secretary of the
Corporation for placement in the minute books of the Corporation.

         4.10 Compensation. Committee members may, by resolution of the board of
directors, be allowed a fixed sum and expenses of attendance, if any, for
attending any committee meetings or a stated salary.

         4.11 Responsibility. The designation of any committee and the
delegation of authority to it shall not operate to relieve the board of
directors or any director of any responsibility imposed upon it or such director
by law.

         4.12 Executive Committee. The board of directors may, by resolution,
designate one or more of its members to constitute an Executive Committee. The
Executive Committee shall have and may exercise all of the authority of the
board in the management of the business and affairs of the Corporation within
the limits permitted by law, including without limitation, the power and
authority of the board: (i) to authorize the seal of the Corporation to be
affixed to all papers; (ii) to declare a dividend; (iii) to authorize the
issuance of stock; (iv) to adopt a certificate of ownership and merger pursuant
to Section 253 of the Delaware Corporation Law; and (v) to the extent authorized
in the resolution or resolutions providing for the issuance of shares of stock
adopted by the board, to fix any of the preference rights of such shares
relating to dividends, redemption, dissolution, any distribution of assets of
the Corporation or the conversion into, or the exchange of shares for, shares of
any other class or classes or any other series of the same or any other class or
classes of stock of the Corporation.

         4.13 Audit Committee. The board of directors may, by resolution,
designate not less than two of the directors then in office to constitute an
Audit Committee. At least a majority of such directors must be independent of
management and free from any relationship that, in the opinion of the board,
would interfere with such directors' exercise of independent judgment as a
committee member. The Audit Committee, if established, shall (i) consider and
make recommendations to the board with respect to the employment of a firm of
independent public accountants, (ii) confer with the Corporation's independent
public accountants to determine the scope of the audit that such accountants
will perform, (iii) receive reports from the independent public accountants and
transmit such reports to the board, and after the close of the fiscal year,
transmit to the board the financial statements certified by such accountants,
(iv) inquire into, examine and make comments on the accounting procedures of the
Corporation and the reports of the independent public accountants, and (v)
consider and make recommendations to the board upon matters presented to it by
the officers of the Corporation pertaining to the audit practices and procedures
adhered to by the Corporation. The board may designate one member of the Audit
Committee to act as its chairman.

         4.14 Compensation Committee. The board of directors may, by resolution,
designate not less than two of the directors then in office to constitute a
Compensation Committee, at least one of which shall be independent of management
so as to exercise independent judgment as a committee member. The Compensation
Committee may exercise all of the authority of the board in administering the
Corporation's executive compensation plans, including stock option plans.

         4.15 Other Committees. In addition to the Executive Committee, the
Audit Committee and the Compensation Committee, the board of directors may, by
resolution, designate one or more other committees of the board in accordance
with the provisions of these Bylaws.



                                      -9-
<PAGE>   10


                              ARTICLE FIVE: NOTICE

         5.1 Method. Whenever by statute, the certificate of incorporation of
the Corporation, or these Bylaws, notice is required to be given to any
committee member, director, or stockholder and no provision is made as to how
such notice shall be given, personal notice shall not be required and any such
notice may be given (a) in writing, by mail, postage prepaid, addressed to such
committee member, director, or stockholder at his address as it appears on the
books or (in the case of a stockholder) the stock transfer records of the
Corporation, or (b) by any other method permitted by law (including but not
limited to overnight courier service, telegram, telex, or telefax). Any notice
required or permitted to be given by mail shall be deemed to be delivered and
given at the time when the same is deposited in the United States mail as
aforesaid. Any notice required or permitted to be given by overnight courier
shall be deemed to be delivered and given at the time delivered to such service
with all charges prepaid and addressed as aforesaid. Any notice required or
permitted to be given by telegram, telex, or telefax shall be deemed to be
delivered and given at the time transmitted with all charges prepaid and
addressed as aforesaid.

         5.2 Waiver. Whenever any notice is required to be given to any
stockholder, director, or committee member of the corporation by statute, the
certificate of incorporation of the Corporation, or these Bylaws, a waiver
thereof in writing signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be equivalent to the
giving of such notice. Attendance of a stockholder, director, or committee
member at a meeting shall constitute a waiver of notice of such meeting, except
where such person attends for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                             ARTICLE SIX: OFFICERS

         6.1 Number; Titles; Terms of Office. The officers of the Corporation
shall be a Chairman of the Board, a President, a Secretary, and such other
officers as the board of directors may from time to time elect or appoint,
including a Chief Executive Officer, Chief Operating Officer, Chief Financial
Officer, Chief Accounting Officer, one or more Vice Presidents (with each Vice
President to have such descriptive title, if any, as the board of directors
shall determine), Controller and a Treasurer. Each officer shall hold office
until his successor shall have been duly elected and shall have qualified, until
his death, or until he shall resign or shall have been removed in the manner
hereinafter provided. Any two or more offices may be held by the same person.
None of the officers need be a stockholder or a director of the Corporation or a
resident of the State of Delaware.

         6.2 Removal. Any officer or agent elected or appointed by the board of
directors may be removed by the board of directors whenever in its judgment the
best interest of the Corporation will be served thereby, but such removal shall
be without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself create
contract rights.

         6.3 Vacancies. Any vacancy occurring in any office of the Corporation
(by death, resignation, removal, or otherwise) may be filled by the board of
directors.

         6.4 Authority. Officers shall have such authority and perform such
duties in the management of the Corporation as are provided in these Bylaws or
as may be determined by resolution of the board of directors not inconsistent
with these Bylaws.

         6.5 Compensation. The compensation, if any, of officers and agents
shall be fixed from time to time by the board of directors or any committee
thereof; provided, however, that the board of directors may delegate the power
to determine the compensation of any officer and agent (other than the officer
to whom such power is delegated) to any other officer of the Corporation.



                                      -10-
<PAGE>   11


         6.6 Chairman. The Chairman of the Board shall preside at all meetings
of the board of directors and shall exercise such powers and perform such other
duties as shall be determined from time to time by the board.

         6.7 Chief Executive Officer. The Chief Executive Officer shall be the
chief executive officer of the Corporation and shall have general supervision
and direction over the business of the Corporation, subject, however, to the
control of the board and of any duly authorized committee of directors. The
Chief Executive Officer, in the absence of the Chairman, shall preside at each
meeting of the stockholders and of the board. He may sign and execute in the
name of the Corporation deeds, mortgages, bonds, contracts and other
instruments, except in cases where the signing and execution thereof shall be
expressly delegated by the board or by the By-laws to some other officer or
agent of the Corporation, or shall be required by law otherwise to be signed or
executed; and, in general, shall perform all duties incident to the office of
Chief Executive Officer and such other duties as from time to time may be
assigned to him by the board or by the By-laws.

         6.8 President. The President shall assist the Chief Executive Officer
in the management of and supervision and direction over the business and affairs
of the Corporation, subject, however, to the direction of the Chief Executive
Officer and the control of the board. The President may, in the absence of the
Chairman and the Chief Executive Officer, preside, if present, at each meeting
of the stockholders and of the board. The President may sign and execute in the
name of the Corporation deeds, mortgages, bonds, contracts and other instruments
except in cases in which the signing and execution thereof shall be expressly
delegated by the board or by these By-laws to some other officer or agent of the
Corporation or shall be required by statute otherwise to be signed or executed
and, in general, shall perform all duties incident to the office of the
President and such other duties as from time to time may be assigned to him by
the board, by the By-laws or by the Chief Executive Officer.

         6.9 Chief Operating Officer. The Chief Operating Officer shall be the
chief operating officer of the Corporation, and shall assist the Chief Executive
Officer and the President in the active management of and supervision and
direction over the business and affairs of the Corporation, subject, however, to
the direction of the Chief Executive Officer and the President and the control
of the board. In the absence of the Chairman, the Chief Executive Officer and
the President, the Chief Operating Officer shall preside at each meeting of the
stockholders and of the board. He may, with the Secretary or the Treasurer or an
Assistant Secretary or an Assistant Treasurer, sign certificates for shares of
capital stock of the Corporation. He may sign and execute in the name of the
Corporation deeds, mortgages, bonds, contracts and other instruments, except in
cases where the signing and execution thereof shall be expressly delegated by
the board or by the By-laws to some other officer or agent of the Corporation,
or shall be required by law otherwise to be signed or executed; and, in general,
shall perform all duties incident to the office of Chief Operating Officer and
such other duties as from time to time may be assigned to him by the board, by
the By-laws, by the Chief Executive Officer or by the President.

         6.10 Chief Financial Officer. The Chief Financial Officer shall be the
chief financial officer of the Corporation, and shall render to the board,
whenever the board may require, an account of the financial condition of the
Corporation; shall make, sign and file financial, tax and similar reports to any
state, federal or municipal government, agency or department, or any
self-regulatory organization; shall provide for the continuous review of all
accounts and reports; and shall perform such other duties as from time to time
may be assigned to him by the board, by the Bylaws or the Chief Executive
Officer or President.

         6.11 Vice Presidents. Each Vice President shall have such powers and
perform such duties as from time to time may be assigned to such Vice President
by the board or by the Chief Executive Officer or the President and shall
perform such other duties as may be prescribed in the By-laws.



                                      -11-
<PAGE>   12


         6.12 Secretary. The Secretary shall attend all meetings of the
stockholders and shall record all the proceedings of the meetings of the board
and of the stockholders in a book to be kept for that purpose, and shall perform
like duties for committees of the board, when required. The Secretary shall
give, or cause to be given, notice of all special meetings of the board and of
the stockholders and shall perform such other duties as may be prescribed by the
board or by the Chief Executive Officer, under whose supervision the Secretary
shall be. The Secretary shall have custody of the corporate seal of the
Corporation, and the Secretary, or an Assistant Secretary, shall have authority
to impress the same on any instrument requiring it, and when so impressed the
seal may be attested by the signature of the Secretary or by the signature of
such Assistant Secretary. The board may give general authority to any other
officer to impress the seal of the Corporation and to attest the same by such
officer's signature. The Secretary or an Assistant Secretary may also attest all
instruments signed by the Chairman, the Chief Executive Officer or the
President. The Secretary shall have charge of all the books, records and papers
of the Corporation relating to its organization and management, shall see that
the reports, statements and other documents required by statute are properly
kept and filed and, in general, shall perform all duties incident to the office
of Secretary of a corporation and such other duties as may from time to time be
assigned to the Secretary by the board, by the By-laws, by the Chief Executive
Officer or by the President.

         6.13 Treasurer. The Treasurer shall have charge and custody of, and be
responsible for, all funds, securities and notes of the Corporation; receive and
give receipts for moneys due and payable to the Corporation from any sources
whatsoever; deposit all such moneys and valuable effects in the name and to the
credit of the Corporation in such depositaries as may be designated by the
board; against proper vouchers, cause such funds to be disbursed by checks or
drafts on the authorized depositaries of the Corporation signed in such manner
as shall be determined by the board and be responsible for the accuracy of the
amounts of all moneys so disbursed; regularly enter or cause to be entered in
books or other records maintained for the purpose full and adequate account of
all moneys received or paid for the account of the Corporation; have the right
to require from time to time reports or statements giving such information as
the Treasurer may desire with respect to any and all financial transactions of
the Corporation from the officers or agents transacting the same; render to the
Chairman, the Chief Executive Officer, the President or the board, whenever the
Chairman, the Chief Executive Officer, the President or the board shall require
the Treasurer so to do, an account of the financial condition of the Corporation
and of all financial transactions of the Corporation; exhibit at all reasonable
times the records and books of account to any of the Directors upon application
at the office of the Corporation where such records and books are kept; disburse
the funds of the Corporation as ordered by the board; and, in general, perform
all duties incident to the office of Treasurer of a corporation and such other
duties as may from time to time be assigned to the Treasurer by the board, by
the By-laws or by the Chief Executive Officer or by the President.

         6.14 Assistant Secretaries and Assistant Treasurers. Assistant
Secretaries and Assistant Treasurers shall perform such duties as shall be
assigned to them by the Secretary or by the Treasurer, respectively, or by the
board, by the By-laws or by the Chief Executive Officer or by the President.

                  ARTICLE SEVEN: CERTIFICATES AND STOCKHOLDERS

         7.1 Certificates for Shares. Certificates for shares of stock of the
Corporation shall be in such form as shall be approved by the board of
directors. The certificates shall be signed by the Chairman of the Board, the
Chief Executive Officer or the President or a Vice President and also by the
Secretary or an Assistant Secretary or by the Treasurer or an Assistant
Treasurer. Any and all signatures on the certificate may be a facsimile and may
be sealed with the seal of the Corporation or a facsimile thereof. If any
officer, transfer agent, or registrar who has signed, or whose facsimile
signature has been placed upon, a certificate has ceased to be such officer,
transfer agent, or registrar before such certificate is issued, such certificate
may be issued by the Corporation with the same effect as if he were such
officer, transfer



                                      -12-
<PAGE>   13
agent, or registrar at the date of issue. The certificates shall be
consecutively numbered and shall be entered in the books of the Corporation as
they are issued and shall exhibit the holder's name and the number of shares.

         7.2 Replacement of Lost or Destroyed Certificates. The board of
directors may direct a new certificate or certificates to be issued in place of
a certificate or certificates theretofore issued by the Corporation and alleged
to have been lost or destroyed, upon the making of an affidavit of that fact by
the person claiming the certificate or certificates representing shares to be
lost or destroyed. When authorizing such issue of a new certificate or
certificates the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner or such lost or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and/or to give the Corporation a bond with a
surety or sureties satisfactory to the Corporation in such sum as it may direct
as indemnity against any claim, or expense resulting from a claim, that may be
made against the Corporation with respect to the certificate or certificates
alleged to have been lost or destroyed.

         7.3 Transfer of Shares. Shares of stock of the Corporation shall be
transferable only on the books of the Corporation by the holders thereof in
person or by their duly authorized attorneys or legal representatives. Upon
surrender to the Corporation or the transfer agent of the Corporation of a
certificate representing shares duly endorsed or accompanied by proper evidence
of succession, assignment, or authority to transfer, the Corporation or its
transfer agent shall issue a new certificate to the person entitled thereto,
cancel the old certificate, and record the transaction upon its books.

         7.4 Registered Stockholders. The Corporation shall be entitled to treat
the holder of record of any share or shares of stock as the holder in fact
thereof and, accordingly, shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by law.

         7.5 Regulations. The board of directors shall have the power and
authority to make all such rules and regulations as they may deem expedient
concerning the issue, transfer, and registration or the replacement of
certificates for shares of stock of the Corporation.

         7.6 Legends. The board of directors shall have the power and authority
to provide that certificates representing shares of stock bear such legends as
the board of directors deems appropriate to assure that the Corporation does not
become liable for violations of federal or state securities laws or other
applicable law.

                    ARTICLE EIGHT: MISCELLANEOUS; PROVISIONS

         8.1 Dividends. Subject to provisions of law and the certificate of
incorporation of the Corporation, dividends may be declared by the board of
directors at any regular or special meeting and may be paid in cash, in
property, or in shares of stock of the Corporation. Such declaration and payment
shall be at the discretion of the board of directors.

         8.2 Reserves. There may be created by the board of directors out of
funds of the Corporation legally available therefor such reserve or reserves as
the directors from time to time, in their discretion, consider proper to provide
for contingencies, to equalize dividends, or to repair or maintain any property
of the Corporation, or for such other purpose as the board of directors shall
consider beneficial to the Corporation, and the board of directors may modify or
abolish any such reserve in the manner in which it was created.

         8.3 Books and Records. The Corporation shall keep correct and complete
books and records of account, shall keep minutes of the proceedings of its
stockholders and board of directors and shall keep



                                      -13-
<PAGE>   14


at its registered office or principal place of business, or at the office of its
transfer agent or registrar, a record of its stockholders, giving the names and
addresses of all stockholders and the number and class of the shares held by
each.

         8.4 Fiscal Year. The fiscal year of the Corporation shall be fixed by
the board of directors.

         8.5 Seal. The seal of the Corporation shall be such as from time to
time may be approved by the board of directors.

         8.6 Resignation. Any director, committee member, or officer may resign
by so stating at any meeting of the board of directors or by giving written
notice to the board of directors, the Chairman of the Board, the Chief Executive
Officer, the President, or the Secretary. Such resignation shall take effect at
the time specified therein or, if no time is specified therein, immediately upon
its receipt. Unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

         8.7 Securities of Other Corporation. The Chairman of the Board, the
Chief Executive Officer, the President, or any Vice President of the Corporation
shall have the power and authority to transfer, endorse for transfer, vote,
consent, or take any other action with respect to any securities of another
issuer which may be held or owned by the Corporation and to make, execute, and
deliver any waiver, proxy, or consent with respect to any such securities.

         8.8 Telephone Meetings. Stockholders (acting for themselves or through
a proxy), members of the board of directors, and members of any committee of the
board of directors may participate in and hold a meeting of such stockholders,
board of directors, or committee by means of a conference telephone or similar
communications equipment by means of which persons participating in the meeting
can hear each other, and participation in a meeting pursuant to this section
shall constitute presence in person at such meeting, except where a person
participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

         8.9 Action Without a Meeting.

                  (a) Except as otherwise provided in the certificate of
         incorporation of the Corporation, any action required by the Delaware
         Corporation Law to be taken at any annual or special meeting of the
         stockholders, or any action which may be taken at any annual or special
         meeting of the stockholders, may be taken without a meeting, without
         prior notice, and without a vote, if a consent or consents in writing,
         setting forth the action so taken, shall be signed by the holders
         (acting for themselves or through a proxy) of outstanding stock having
         not less than the minimum number of votes that would be necessary to
         authorize or take such action at a meeting at which the holders of all
         shares entitled to vote thereon were present and voted and shall be
         delivered to the Corporation by delivery to its registered office in
         the State of Delaware, its principal place of business, or an officer
         or agent of the Corporation having custody of the book in which
         proceedings of meetings of stockholders are recorded. Every written
         consent of stockholders shall bear the date of signature of each
         stockholder who signs the consent and no written consent shall be
         effective to take the corporate action referred to therein unless,
         within sixty days of the earliest dated consent delivered in the manner
         required by this Section 8.9(a) to the Corporation, written consents
         signed by a sufficient number of holders to take action are delivered
         to the Corporation by delivery to its registered office in the State of
         Delaware, its principal place of business, or an officer or agent of
         the Corporation having custody of the book in which proceedings of
         meetings of stockholders are recorded. Delivery made to the
         Corporation's registered office, principal place of business, or such
         officer or agent shall be by hand or by certified or registered mail,
         return receipt requested.



                                      -14-
<PAGE>   15


                  (b) Except as otherwise provided in the certificate of
         incorporation of the Corporation or in these Bylaws, any action
         required or permitted to be taken at a meeting of the board of
         directors, or of any committee of the board of directors, may be taken
         without a meeting if a consent or consents in writing, setting forth
         the action so taken, shall be signed by all the directors or all the
         committee members, as the case may be, entitled to vote with respect to
         the subject matter thereof, and such consent shall have the same force
         and effect as a vote of such directors or committee members, as the
         case may be, and may be stated as such in any certificate or document
         filed with the Secretary of State of the State of Delaware or in any
         certificate delivered to any person. Such consent or consents shall be
         filed with the minutes of proceedings of the board or committee, as the
         case may be.

         8.10 Invalid Provisions. If any part of these Bylaws shall be held
invalid or inoperative for any reason, the remaining parts, so far as it is
possible and reasonable, shall remain valid and operative.

         8.11 Mortgages, etc. With respect to any deed, deed of trust, mortgage,
or other instrument executed by the Corporation through its duly authorized
officer or officers, the attestation to such execution by the Secretary of the
Corporation shall not be necessary to constitute such deed, deed of trust,
mortgage, or other instrument a valid and binding obligation against the
Corporation unless the resolutions, if any, of the board of directors
authorizing such execution expressly state that such attestation is necessary.

         8.12 Headings. The headings used in these Bylaws have been inserted for
administrative convenience only and do not constitute matter to be construed in
interpretation.

         8.13 References. Whenever herein the singular number is used, the same
shall include the plural where appropriate, and words of any gender should
include each other gender where appropriate.

         8.14 Amendments. The board of directors shall have the power, upon the
affirmative vote of a majority of the Classified Directors at a meeting lawfully
convened, to make, adopt, alter, amend, and repeal from time to time these
Bylaws and to make from time to time new Bylaws, subject to the right of the
stockholders entitled to vote thereon to adopt, alter, amend, and repeal Bylaws
made by the board of directors or to make new Bylaws; provided, however, that
the stockholders of the Corporation shall be entitled to adopt, alter, amend, or
repeal Bylaws made by the board of directors or to make new Bylaws solely upon
the affirmative vote of the holders of at least a majority of the outstanding
shares of each class of capital stock of the Corporation then entitled to vote
thereon.



                                      -15-
<PAGE>   16


                                BY-LAW AMENDMENTS

         The following amendments to the By-laws of Daisytek International
Corporation ("Daisytek") were approved and adopted by the Board of Directors of
Daisytek at a special meeting of the board held on October 15, 1999.

         Section 2.2 of ARTICLE TWO of the By-Laws shall be deleted and restated
in its entirety to read as follows:

                  "A special meeting of the stockholders may be called only (i)
         by the board of directors pursuant to a resolution adopted by majority
         of the Classified Directors (as defined in Section 3.2 hereof) then
         serving, (ii) by the Chairman of the Board, or (iii) subject to the
         procedures set forth in this Section 2.2, pursuant to a request of
         holders of 25% of the outstanding shares of capital stock of the
         Corporation then entitled to vote on any matter for which the special
         meeting is being called (considered for this purpose as one class).
         Upon request in writing sent by registered mail to the Chairman of the
         Board or the President by any stockholder or stockholders entitled to
         call a special meeting of the stockholders pursuant to this Section
         2.2, the board of directors shall determine a place and time for such
         meeting, which time shall not be less than ninety (90) nor more than
         one hundred and twenty (120) days after the receipt and determination
         of the validity of such request, and a record date for the
         determination of stockholders entitled to vote at such meeting in the
         manner set forth in Section 2.10 hereof. Following such receipt and
         determination, it shall be the duty of the Secretary to cause notice to
         be given to the stockholders entitled to vote at such meeting, in the
         manner set forth in Section 2.4 hereof, that a meeting will be held at
         the time and place so determined."

         Section 2.5(c) of ARTICLE TWO of the By-Laws shall be amended by
replacing the second sentence of said section with the following sentence:

                  "To be timely in the case of an annual meeting, a
         stockholder's notice must be received at the principal executive
         offices of the Corporation not less than 90 days before the first
         anniversary of the preceding year's annual meeting."

         Section 3.2 of ARTICLE THREE of the By-laws shall be amended by
inserting the following sentence as the second sentence of said section:

                  "The exact number of directors within the minimum and maximum
         limitations specified in the preceding sentence shall be fixed from
         time to time by resolution adopted by a majority of the entire Board
         then in office, whether or not present at a meeting."



                                      -16-
<PAGE>   17


                                BY-LAW AMENDMENT

         The following amendment to the By-laws of Daisytek International
Corporation ("Daisytek") were approved and adopted by the Board of Directors of
Daisytek at a special meeting of the Board of Directors held on May 3, 2001.

         Section 7.1 of ARTICLE SEVEN of the By-laws shall be deleted and
restated in its entirety to read as follows:

                  "7.1 Certificates for Shares. Certificates for shares of stock
         of the Corporation shall be in such form as shall be approved by the
         board of directors. The certificates shall be signed by the President
         or a Vice President and also by the Secretary or an Assistant Secretary
         or by the Treasurer or an Assistant Treasurer. Any and all signatures
         on the certificate may be a facsimile and may be sealed with the seal
         of the Corporation or a facsimile thereof. If any officer, transfer
         agent, or registrar who has signed, or whose facsimile signature has
         been placed upon, a certificate has ceased to be such officer, transfer
         agent, or registrar before such certificate is issued, such certificate
         may be issued by the Corporation with the same effect as if he were
         such officer, transfer agent, or registrar at the date of issue. The
         certificates shall be consecutively numbered and shall be entered in
         the books of the Corporation as they are issued and shall exhibit the
         holder's name and the number of shares."



                                      -17-