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                                                                   EXHIBIT 10.33

                      SECOND AMENDMENT TO CREDIT AGREEMENT

         THIS SECOND AMENDMENT TO CREDIT AGREEMENT ("Amendment"), dated as of
June 21, 2002 (the "Amendment Date"), is among Daisytek International
Corporation, a Delaware corporation, each of its Subsidiaries party hereto, Bank
of America, National Association (in its capacity as administrative agent for
the Lenders), and each of the lending institutions party hereto.

                                    RECITALS:

         A. The Obligated Parties, the Lenders, and the Agent have entered into
that certain Credit Agreement dated as of April 24, 2002 (as amended, the
"Credit Agreement") pursuant to which the Lenders have provided certain credit
facilities to the Borrowers.

         B. The Obligated Parties have requested that the Lenders amend certain
provisions of the Credit Agreement as provided hereinbelow.

         C. Subject to satisfaction of the conditions set forth herein, the
Lenders are willing to amend the Credit Agreement as specifically provided
herein.

         NOW, THEREFORE, BE IT RESOLVED, THAT, in consideration of the premises
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

ARTICLE 1

                                   Definitions

         Section 1.1 Definitions. Capitalized terms used in this Amendment, to
the extent not otherwise defined herein, shall have the same meanings as in the
Credit Agreement, as amended hereby.

ARTICLE 2

                                   Amendments

         Section 2.1 Amendment to Cover Page of the Credit Agreement. Effective
as of the Amendment Date, the cover page of the Credit Agreement is amended and
restated in its entirety to read as set forth in Annex A of this Amendment.

         Section 2.2 Amendment to Section 1.1 of the Credit Agreement. Effective
as of the Amendment Date, the reference to "$200,000,000" in Section 1.1 of the
Credit Agreement is hereby amended to read "$250,000,000".

SECOND AMENDMENT TO CREDIT AGREEMENT - Page 1
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         Section 2.3 Amendment to Section 1.2(h) of the Credit Agreement.
Effective as of the Amendment Date, the reference to "1:00 p.m." in Section
1.2(h) of the Credit Agreement is hereby amended to read "2:00 p.m."

         Section 2.4 Amendment to Section 1.4 of the Credit Agreement. Effective
as of the Amendment Date, Section 1.4 of the Credit Agreement is hereby amended
and restated to read in its entirety as follows:

                  Section 1.4 Bank Products. Any Borrower may obtain Bank
         Products from any Lender or any Lender's Affiliates, although no
         Borrower is required to do so. To the extent Bank Products are provided
         by a Lender or an Affiliate of a Lender, the Borrowers agree to
         indemnify and hold the Agent and the other Lenders harmless from any
         and all costs and obligations now or hereafter incurred by the Agent or
         the other Lenders related to such Bank Products; provided, however,
         nothing contained herein is intended to limit any Borrower's rights,
         with respect to the Lender or its Affiliates providing such Bank
         Products, if any, which arise as a result of the execution of documents
         by and between such Borrower and such Lender or its Affiliates which
         relate to Bank Products. The agreement contained in this Section shall
         survive termination of this Agreement. Each Borrower acknowledges and
         agrees that the obtaining of Bank Products from a Lender or its
         Affiliates (a) is in the sole and absolute discretion of such Lender or
         its Affiliates, and (b) is subject to all rules and regulations of such
         Lender or its Affiliates.

         Section 2.5 Amendment to Section 3.2 of the Credit Agreement. Effective
as of the Amendment Date, the last sentence of Section 3.2 of the Credit
Agreement is hereby amended and restated to read in its entirety as follows:

         The Maximum Revolver Amount shall not be reduced except in connection
         with termination of the Total Facility and payment in full as provided
         by this Section 3.2 or as otherwise provided in Section 9.2.

         Section 2.6 Amendment to Section 3.7 of the Credit Agreement. Effective
as of the Amendment Date, the second sentence of Section 3.7 of the Credit
Agreement is hereby amended and restated to read in its entirety as follows:

         All payments shall be remitted to the Agent and all such payments not
         relating to principal or interest of specific Revolving Loans, or not
         constituting payment of specific fees, and all proceeds of any
         Borrower's Accounts or any other Collateral received by the Agent,
         shall be applied, ratably, subject to the other provisions of this
         Agreement, first, to pay any fees, indemnities, or expense
         reimbursements, then due to the Agent from the Borrowers, second, to
         pay any fees or expense reimbursements then due to any of the Lenders
         from the Borrowers, excluding any amounts relating to Bank Products,
         third, to pay interest due in respect of the Revolving Loans, including
         Non-Ratable Loans and Agent Advances, fourth, to pay or prepay
         principal of the Non-Ratable Loans and the Agent Advances, fifth, to
         pay or prepay principal

SECOND AMENDMENT TO CREDIT AGREEMENT - Page 2
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         of the Revolving Loans (other than the Non-Ratable Loans and the Agent
         Advances) and unpaid reimbursement obligations in respect of Letters of
         Credit and Credit Support, sixth, to pay an amount to the Agent equal
         to one hundred percent (100%) of the aggregate undrawn face amount of
         all outstanding Letters of Credit and Credit Support and the aggregate
         amount of any unpaid reimbursement obligations in respect of Letters of
         Credit and Credit Support, to be held as cash collateral for such
         Obligations, seventh, to the payment of any amounts relating to Bank
         Products which are subject to a Bank Product Reserve, and eighth, to
         the payment of any other Obligations due to the Agent or any Lender by
         the Borrowers, including any amounts relating to Bank Products which
         are not subject to a Bank Product Reserve.

         Section 2.7 Amendment to Section 7.4(b) of the Credit Agreement.
Effective as of the Amendment Date, Section 7.4(b) of the Credit Agreement is
hereby amended and restated to read in its entirety as follows:

                  (b) Each Obligated Party shall permit representatives and
         independent contractors of the Agent (accompanied by any Lender which
         so elects with the consent of the Agent) to visit and inspect any of
         its properties, to examine its corporate, financial, and operating
         records, and make copies thereof or abstracts therefrom and to discuss
         its affairs, finances, and accounts with its directors, officers, and
         independent public accountants, at such reasonable times during normal
         business hours and as soon as may be reasonably desired, upon
         reasonable advance notice to such Obligated Party; provided, however,
         when an Event of Default exists, the Agent or any Lender may do any of
         the foregoing at any time during normal business hours and without
         advance notice.

         Section 2.8 Amendment to Section 7.9(c)(i) of the Credit Agreement.
Effective as of the Amendment Date, clause (B) in Section 7.9(c)(i) of the
Credit Agreement is hereby amended and restated to read in its entirety as
follows:

         (B) the Orderly Liquidation Value of such Equipment and the appraised
         fair market value of such Real Estate does not exceed $10,000,000 in
         the aggregate (net of the related sales costs, if any, of such
         Equipment and Real Estate) for all of the Obligated Parties,
         collectively, during the term of this Agreement, and

         Section 2.9 Amendment to Section 7.29 of the Credit Agreement.
Effective as of the Amendment Date, Section 7.29 of the Credit Agreement is
hereby amended and restated to read in its entirety as follows:


                  Section 7.29 Guaranties of the Obligations. Each Obligated
         Party, including any Person which becomes a Borrower or a Guarantor
         after the Closing Date pursuant to the terms of this Agreement, shall
         guarantee payment and performance of the Obligations (other than
         Obligations owing by itself and excluding Existing Obligations in the
         case of any such guarantee by a Newly Obligated Party) pursuant to a
         Guaranty Agreement in form and substance satisfactory to the Agent,
         duly

SECOND AMENDMENT TO CREDIT AGREEMENT - Page 3
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         executed by each such Obligated Party. Each Borrower which is a Newly
         Obligated Party under this Agreement agrees that for the purpose of
         determining the amount of Existing Obligations outstanding on any date
         after the date such Borrower became a Newly Obligated Party all
         payments of principal applied to the Revolving Loans under this
         Agreement shall be deemed to reduce the amount of the Existing
         Obligations. Each Borrower acknowledges and expressly agrees with the
         Agent and each Lender that the Guaranty by such Borrower is required
         solely as a condition to, and is given solely as inducement for and in
         consideration of, credit or accommodations extended or to be extended
         under the Loan Documents to any or all of the other Borrowers and is
         not required or given as a condition of extensions of credit to such
         Borrower.

         Section 2.10 Amendment to Section 11.1 of the Credit Agreement.
Effective as of the Amendment Date, Section 11.1 of the Credit Agreement is
hereby amended as follows:

                  (1) clause (b)(v) is amended and restated to read in its
         entirety "(v) increase any of the percentages set forth in the
         definition of "Borrowing Base" or "Inventory Advance Rate";"

                  (2) clause (b)(viii) is amended and restated to read in its
         entirety "(viii) change the definition of "Majority Lenders" or
         "Required Lenders"; or"

                  (3) clause (c)(i) is amended to delete the word "and" at the
         end thereof;

                  (4) clause (c)(ii) is amended and restated to read in its
         entirety "(ii) amend the definition of "Eligible Accounts" or "Eligible
         Inventory" in any way that has the effect of increasing the Borrower's
         ability to borrow under the terms of this Agreement; or"

                  (5) a new clause (c)(iii) is added thereto which shall read in
         its entirety "increase the Maximum Inventory Loan Amount".

         Section 2.11 Amendment to Section 12.5 of the Credit Agreement.
Effective as of the Amendment Date, the first sentence of Section 12.5 of the
Credit Agreement is hereby amended and restated to read in its entirety as
follows:

         The Agent shall not be deemed to have knowledge or notice of the
         occurrence of any Default or Event of Default, unless the Agent shall
         have received written notice from an Obligated Party or a Lender
         (excluding the Bank) referring to this Agreement describing such
         Default or Event of Default and stating that such notice is a "notice
         of default", and the Agent shall have had a reasonable opportunity to
         confirm the existence of any such described Default or Event of
         Default.

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         Section 2.12 Amendment to Section 12.7 of the Credit Agreement.
Effective as of the Amendment Date, the first sentence of Section 12.7 of the
Credit Agreement is hereby amended and restated to read in its entirety as
follows:

         WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED,
         THE LENDERS SHALL UPON DEMAND INDEMNIFY THE AGENT-RELATED PERSONS (TO
         THE EXTENT NOT REIMBURSED BY OR ON BEHALF OF THE OBLIGATED PARTIES AND
         WITHOUT LIMITING THE OBLIGATION OF THE OBLIGATED PARTIES TO DO SO), IN
         ACCORDANCE WITH THEIR PRO RATA SHARES, FROM AND AGAINST ANY AND ALL
         INDEMNIFIED LIABILITIES (AS DEFINED HEREIN), BUT EXCLUDING ANY
         INDEMNIFIED LIABILITIES ARISING FROM BANK PRODUCTS; PROVIDED, HOWEVER,
         THAT NO LENDER SHALL BE LIABLE FOR THE PAYMENT TO THE AGENT-RELATED
         PERSONS OF ANY PORTION OF SUCH INDEMNIFIED LIABILITIES RESULTING SOLELY
         FROM SUCH PERSON'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

         Section 2.13 Amendment to Section 12.11(a) of the Credit Agreement.
Effective as of the Amendment Date, the first sentence of Section 12.11(a) of
the Credit Agreement is hereby amended to read in its entirety as follows:

         The Lenders hereby irrevocably authorize the Agent, at its option and
         in its sole discretion, to release or subordinate (as applicable) any
         Agent's Liens upon any Collateral (i) upon the termination of the
         Commitments and payment and satisfaction in full of all Revolving Loans
         and reimbursement obligations in respect of Letters of Credit and
         Credit Support, and the termination or collateralization as provided in
         Section 1.3(g) of all outstanding Letters of Credit and Credit Support
         (whether or not any of such obligations are due) and all other
         Obligations; (ii) constituting property being sold or disposed of if
         the Obligated Party disposing of such property certifies to the Agent
         that the sale or disposition is made in compliance with Section 7.9
         (and the Agent may rely conclusively on any such certificate, without
         further inquiry); (iii) constituting property in which no Obligated
         Party owned any interest at the time the Lien was granted or at any
         time thereafter; (iv) constituting property leased to an Obligated
         Party under a lease which has expired or been terminated in a
         transaction permitted under this Agreement; (v) owned by or leased to
         an Obligated Party which is subject to a purchase money security
         interest or which is the subject of a Capital Lease, in either case,
         entered into by such Obligated Party pursuant to Section 7.13(c); or
         (vi) as specified in Section 8.1(a)(xiv).

         Section 2.14 Amendment to Section 12.12(a) of the Credit Agreement.
Effective as of the Amendment Date, the second sentence of Section 12.12(a) of
the Credit Agreement is hereby amended to read in its entirety as follows:

         Each of the Lenders further agrees that it shall not, unless
         specifically requested to do so by the Agent, take or cause to be taken
         (provided that any request to the Agent

SECOND AMENDMENT TO CREDIT AGREEMENT - Page 5
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         shall not be deemed to violate the provisions of this Section 12.12(a))
         any action to enforce its rights under this Agreement or any other Loan
         Document or against any Obligated Party, including the commencement of
         any legal or equitable proceedings, to foreclose any Lien on, or
         otherwise enforce any security interest in, any of the Collateral.

         Section 2.15 Amendment to Section 12.15(a)(i) of the Credit Agreement.
Effective as of the Amendment Date, the reference to "1:00 p.m." in Section
12.15(a)(i) of the Credit Agreement is hereby amended to read "2:00 p.m."

         Section 2.16 Amendment to Section 12.18. Effective as of the Amendment
Date, Section 12.18 of the Credit Agreement is hereby amended by adding thereto,
following clause (e), a new paragraph which shall read in its entirety as
follows:

         The Agent agrees that during the first twelve (12) calendar months
         following the Closing Date it will conduct not less than three (3)
         field audits or examinations and during each twelve (12) month period
         thereafter during the term of this Agreement it will conduct not less
         than two (2) field audits or examinations unless the Majority Lenders
         require not less than three (3) field audits or examinations during any
         such period.

         Section 2.17 Amendment to the Definition of "Bank Product Reserves".
Effective as of the Amendment Date, the definition of "Bank Product Reserves" in
Annex A of the Credit Agreement is hereby amended and restated to read in its
entirety as follows:

                  "Bank Product Reserves" means all reserves which the Agent
         from time to time establishes in its sole discretion for the Bank
         Products then provided or outstanding; provided that, without limiting
         the foregoing, (a) the Agent shall not be required to establish any
         Bank Product Reserve with respect to any Bank Products provided by any
         Lender (or any of its Affiliates) for which the applicable Lender has
         not requested that the Agent establish a Reserve with respect thereto
         in advance of actually providing such Bank Products to the Borrowers,
         (b) the amount of any Bank Product Reserve requested by any Lender
         shall be reasonable in light of the circumstances, and (c) the Agent
         shall not be responsible for adjusting the amount of any Bank Product
         Reserve from time to time without notice from the applicable Lender to
         make any such adjustment.

         Section 2.18 Amendment to the Definition of "Bank Products". Effective
as of the Amendment Date, the definition of "Bank Products" in Annex A of the
Credit Agreement is hereby amended and restated to read in its entirety as
follows:

                  "Bank Products" means any one or more of the following types
         of services or facilities extended to any Obligated Party by any Lender
         or any Affiliate of a Lender in reliance on such Lender's agreement to
         indemnify such Affiliate: (a) credit cards;

SECOND AGREEMENT TO CREDIT AGREEMENT - Page 6
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         (b) ACH Transactions; (c) cash management, including, without
         limitation, controlled disbursement services; (d) foreign exchange; and
         (e) Hedge Agreements.

         Section 2.19 Amendment to the Definition of "Eligible Accounts".
Effective as of the Amendment Date, the definition of "Eligible Accounts" in
Annex A of the Credit Agreement is hereby amended as follows:

                  (1) clause (v) is amended by adding the word "and" at the end
         thereof following the semicolon;

                  (2) clause (w) is amended and restated to read "which the
         Agent determines in its reasonable discretion is ineligible for any
         other reason"; and

                  (3) clause (x) deleted.

         Section 2.20 Amendment to the Definition of "Maximum Inventory Loan
Amount". Effective as of the Amendment Date, the definition of "Maximum
Inventory Loan Amount" in Annex A of the Credit Agreement is hereby amended and
restated to read in its entirety as follows:

                  "Maximum Inventory Loan Amount" means $105,000,000.

         Section 2.21 Amendment to the Definition of "Maximum Revolver Amount".
Effective as of the Amendment Date, the definition of "Maximum Revolver Amount"
in Annex A of the Credit Agreement is hereby amended and restated to read in its
entirety as follows:

                  "Maximum Revolver Amount" means $250,000,000.

ARTICLE 3

                                   Conditions

         Section 3.1 Conditions Precedent. The effectiveness of this Amendment
is subject to the satisfaction of each of the following conditions precedent:

                  (1) The Agent shall have received all of the following, each
         dated the date of this Amendment (unless otherwise indicated), in form
         and substance satisfactory to the Agent:

                           (i) Amendment Documents. This Amendment, an Amended
                  and Restated Revolving Loan Note payable to Bank of America,
                  National Association in the principal amount of $250,000,000,
                  and any other instrument, document, or certificate reasonably
                  required by the Agent to be executed or delivered by the
                  Obligated Parties in connection with this Amendment, in each
                  case duly executed (the "Amendment Documents");


SECOND AGREEMENT TO CREDIT AGREEMENT - Page 7
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                           (ii) Additional Information. The Agent shall have
                  received such additional documents, instruments, and
                  information as the Agent may reasonably request to effect the
                  transactions contemplated hereby; and

                           (iii) Expenses. The Borrowers shall have paid to the
                  Agent all fees, costs, and expenses owed to and/or incurred by
                  the Agent in connection with the Credit Agreement or this
                  Amendment.

                  (2) THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN, IN
         THE CREDIT AGREEMENT AND IN ALL OTHER LOAN DOCUMENTS, AS AMENDED
         HEREBY, SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF THE
         DATE HEREOF AS IF MADE ON THE DATE HEREOF EXCEPT FOR SUCH
         REPRESENTATIONS AND WARRANTIES LIMITED BY THEIR TERMS TO A SPECIFIC
         DATE.

                  (3) All corporate proceedings taken in connection with the
         transactions contemplated by this Amendment and all other agreements,
         documents, and instruments executed and/or delivered pursuant hereto,
         and all legal matters incident thereto, shall be satisfactory to Agent;
         and

                  (4) No Default or Event of Default shall be in existence after
         giving effect to this Amendment.

Notwithstanding any provision of this Amendment or any Loan Document to the
contrary, in addition to the foregoing requirements, this Amendment shall not be
effective unless and until the Agent has received Assignment and Acceptances
(and all other documentation required to be delivered therewith) duly executed
by the parties thereto which evidence Commitments by Eligible Assignees for
$210,000,000 and which are subject to no conditions to the effectiveness
thereof. Immediately upon effectiveness of this Amendment, each of such
Assignment and Acceptances shall become effective and the Commitment of Bank of
America, National Association shall automatically be reduced to $40,000,000.

ARTICLE 4

                                  Miscellaneous

         Section 4.1 Ratifications. The terms and provisions set forth in this
Amendment shall modify and supersede all inconsistent terms and provisions set
forth in the Credit Agreement and, except as expressly modified and superseded
by this Amendment, the terms and provisions of the Credit Agreement and the
other Loan Documents are ratified and confirmed and shall continue in full force
and effect. Each of the Obligated Parties, the Agent, and the Lenders agree that
the Credit Agreement as amended hereby and the other Loan Documents shall
continue to be legal, valid, binding, and enforceable in accordance with their
respective terms.

         Section 4.2 Representations and Warranties. Each Obligated Party hereby
represents and warrants to the Agent and the Lenders that, as of the date of and
after giving effect to this Amendment, (a) the execution, delivery, and
performance of this Amendment and any and all other

SECOND AGREEMENT TO CREDIT AGREEMENT - Page 8
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Amendment Documents executed and/or delivered in connection herewith have been
authorized by all requisite action on the part of such Obligated Party and will
not violate such Obligated Party's organizational or governing document, (b) the
representations and warranties contained in the Credit Agreement and in the
other Loan Documents are true and correct on and as of the date hereof, in all
material respects, as if made again on and as of the date hereof except for such
representations and warranties limited by their terms to a specific date, and
(c) after giving effect to this Amendment, no Default or Event of Default
exists.

         Section 4.3 Survival of Representations and Warranties. All
representations and warranties made in this Amendment or any other Loan
Document, including any Loan Document furnished in connection with this
Amendment, shall survive the execution and delivery of this Amendment and the
other Loan Documents, and no investigation by the Agent or any Lender, or any
closing, shall affect the representations and warranties or the right of the
Agent and the Lenders to rely upon them.

         Section 4.4 Reference to Credit Agreement. Each of the Loan Documents,
including the Credit Agreement, the Amendment Documents, and any and all other
agreements, documents, or instruments now or hereafter executed and delivered
pursuant to the terms hereof or pursuant to the terms of the Credit Agreement as
amended hereby, are hereby amended so that any reference in such Loan Documents
to the Credit Agreement, whether direct or indirect, shall mean a reference to
the Credit Agreement as amended hereby.

         Section 4.5 Severability. Any provision of this Amendment held by a
court of competent jurisdiction to be invalid or unenforceable shall not impair
or invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.

         Section 4.6 Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND THE APPLICABLE
LAWS OF THE U.S.

         Section 4.7 Successors and Assigns. This Amendment is binding upon and
shall inure to the benefit of the Obligated Parties, the Agent, and the Lenders
and their respective successors and assigns, except no Obligated Party may
assign or transfer any of its respective rights or obligations hereunder without
the prior written consent of the Lenders.

         Section 4.8 Counterparts. This Amendment may be executed in one or more
counterparts, and on telecopy counterparts each of which when so executed shall
be deemed to be an original, but all of which when taken together shall
constitute one and the same agreement.

         Section 4.9 Headings. The headings, captions, and arrangements used in
this Amendment are for convenience only and shall not affect the interpretation
of this Amendment.

         Section 4.10 Entire Agreement. THIS AMENDMENT AND ALL OTHER
INSTRUMENTS, DOCUMENTS, AND AGREEMENTS EXECUTED AND DELIVERED IN

SECOND AGREEMENT TO CREDIT AGREEMENT - Page 9
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CONNECTION WITH THIS AMENDMENT EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE
PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS,
REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THIS
AMENDMENT, AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES
HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO.

                  [Remainder of page intentionally left blank]


SECOND AGREEMENT TO CREDIT AGREEMENT                                   - Page 10
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         IN WITNESS WHEREOF, THE PARTIES HERETO HAVE CAUSED THIS AGREEMENT TO BE
EXECUTED BY THEIR DULY AUTHORIZED OFFICERS IN SEVERAL COUNTERPARTS EFFECTIVE AS
OF THE EFFECTIVE DATE SPECIFIED IN THE PREAMBLE HEREOF.

                                      OBLIGATED PARTIES

                                      THE PARENT:

                                      DAISYTEK INTERNATIONAL CORPORATION

                                      BY:_____________________________________
                                      NAME:___________________________________
                                      TITLE:__________________________________

                                      BORROWERS:

                                      DAISYTEK, INCORPORATED
                                      ARLINGTON INDUSTRIES, INC.
                                      DAISYTEK LATIN AMERICA, INC.
                                      DIGITAL STORAGE, INC.
                                      B.A. PARGH COMPANY
                                      THE TAPE COMPANY
                                      TAPEBARGAINS.COM, INC.
                                      VIRTUAL DEMAND, INC.


                                      BY:_____________________________________
                                      NAME:___________________________________
                                      TITLE:__________________________________


SECOND AGREEMENT TO CREDIT AGREEMENT - Page 11
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                                      AGENT:

                                      BANK OF AMERICA, NATIONAL ASSOCIATION

                                      BY:______________________________________

                                          MICHAEL R. WILLIAMSON
                                          SENIOR VICE PRESIDENT

                                      LENDERS:

                                      BANK OF AMERICA, NATIONAL ASSOCIATION

                                      BY:______________________________________

                                          MICHAEL R. WILLIAMSON
                                          SENIOR VICE PRESIDENT



SECOND AGREEMENT TO CREDIT AGREEMENT - PAGE 12
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                                     ANNEX A

                                       TO

                      SECOND AMENDMENT TO CREDIT AGREEMENT

                   Revised Cover Page of the Credit Agreement

ANNEX A Cover Page
<PAGE>
                                CREDIT AGREEMENT

                           Dated as of April 24, 2002

                                      among

                    THE FINANCIAL INSTITUTIONS NAMED HEREIN,
                                 as the Lenders,

                     BANK OF AMERICA, NATIONAL ASSOCIATION,
                                  as the Agent,

                       DAISYTEK INTERNATIONAL CORPORATION,
                             as an Obligated Party,

                                       and

                             DAISYTEK, INCORPORATED

                                       and

                    CERTAIN OF ITS SUBSIDIARIES PARTY HERETO,
                                as the Borrowers

                         BANC OF AMERICA SECURITIES LLC
                       Lead Arranger and Syndication Agent

                               JPMORGAN CHASE BANK
                               Documentation Agent

ANNEX A Solo Page