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                                                                    EXHIBIT 10.4


              NON-EMPLOYEE DIRECTOR STOCK OPTION AND RETAINER PLAN

                                       OF

                       DAISYTEK INTERNATIONAL CORPORATION

Daisytek International Corporation, a corporation organized under the laws of
the State of Delaware, hereby adopts this Non-Employee Director Stock Option and
Retainer Plan. The purposes of this Plan are as follows:

(1) To further the growth, development and financial success of the Company by
providing incentives to its non-employee Directors by assisting them to become
owners of the Company's Common Stock and thus to benefit directly from its
growth, development and financial success.

(2) To enable the Company to obtain and retain the services of qualified
non-employee Directors in order to contribute to the long-range success of the
Company by providing and offering them an opportunity to become owners of the
Company's Common Stock.

                                    ARTICLE I

                                   DEFINITIONS

Whenever the following terms are used in this Plan, they shall have the meaning
specified below unless the context clearly indicates to the contrary. The
masculine pronoun shall include the feminine and neuter and the singular shall
include the plural, where the context so indicates.

Section 1.1 - Board

"Board" shall mean the Board of Directors of the Company.

Section 1.2 - Code

"Code" shall mean the Internal Revenue Code of 1986, as amended.

Section 1.3 - Committee

"Committee" shall mean the Committee appointed by the Board, as provided in
Section 6.1.

Section 1.4 - Company

"Company" shall mean Daisytek International Corporation, a Delaware corporation.

Section 1.5 - Director

"Director" shall mean a member of the Board who is not an Employee.


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Section 1.6 - Effective Date

"Effective Date" shall mean the date upon which this Plan shall be approved by
the stockholders of the Company in accordance with the Company's bylaws.

Section 1.7 - Employee

"Employee" shall mean any employee (as defined in accordance with the
regulations and revenue rulings then applicable under Section 3401(c) of the
Code) of the Company, or of any corporation which is then a Parent Corporation
or a Subsidiary.

Section 1.8 - Exchange Act

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

Section 1.9 - Non-Qualified Option

"Non-Qualified Option" shall mean an Option which is not an incentive stock
option and is not qualified under Section 422 of the Code.

Section 1.10 - Officer

"Officer" shall mean an officer of the Company, as defined in Rule 16a-1(f)
under the Exchange Act, as such Rule may be amended in the future.

Section 1.11 - Option

"Option" shall mean an option to purchase Common Stock of the Company granted
under the Plan.

Section 1.12 - Optionee

"Optionee" shall mean a Director to whom an Option is granted under the Plan.

Section 1.13 - Parent Corporation

"Parent Corporation" shall mean any corporation in an unbroken chain of
corporations ending with the Company if each of the corporations other than the
Company then owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.

Section 1.14 - Plan

"Plan" shall mean this Non-Employee Director Stock Option and Retainer Plan of
Daisytek International Corporation.

Section 1.15 - Retainer

"Retainer" shall mean the annual cash retainer payable to each Director for
services as a member of the Board and any committee or committees of the Board.


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Section 1.16 - Rule 16b-3

"Rule 16b-3" shall mean that certain Rule 16b-3 under the Exchange Act, as such
Rule may be amended in the future.

Section 1.17 - Secretary

"Secretary" shall mean the Secretary of the Company.

Section 1.18 - Securities Act

"Securities Act" shall mean the Securities Act of 1933, as amended.

Section 1.19 - Shares

"Shares" shall mean shares of the Company's Common Stock, $.01 par value.

Section 1.20 - Subsidiary

"Subsidiary" shall mean any corporation in an unbroken chain of corporations
beginning with the Company if each of the corporations other than the last
corporation in the unbroken chain then owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.

Section 1.21 - Termination

"Termination" shall mean the time when the Director no longer serves as a member
of the Board, including, but not by way of limitation, a termination by
resignation, discharge, death or retirement.

                                   ARTICLE II

                             SHARES SUBJECT TO PLAN

Section 2.1 - Shares Subject to Plan

The Shares of stock subject to this Plan shall be shares of the Company's Common
Stock, $.01 par value. The aggregate number of such Shares which may be issued
pursuant to this Plan shall be 50,000.

Section 2.2 - Unexercised Options

If any Option expires or is canceled without having been fully exercised, the
number of Shares subject to such Option but as to which such Option was not
exercised prior to its expiration or cancellation, may again be optioned
hereunder, subject to the limitations of Section 2.1.

Section 2.3 - Changes in Company's Shares

In the event that the outstanding Shares of Common Stock of the Company are
hereafter changed into or exchanged for a different number or kind of shares or
other securities of the Company, or of another corporation, by reason of
reorganization, merger, consolidation, recapitalization, reclassification, stock
split-up, stock dividend or combination of shares, appropriate adjustments shall
be made by the Committee in the number and kind of Shares which may be issued
hereunder, including adjustment to the number of Options to be issued to
Directors hereunder and adjustment to the aggregate number of Shares subject
hereto.


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                                   ARTICLE III

                      RETAINER FEES AND GRANTING OF OPTIONS

Section 3.1 - Payment of Retainer

(a) Commencing on the Effective Date, each Director may elect under the Plan to
receive payment of any Retainer (in such installments as such Retainer shall be
payable) in Shares, in lieu of cash, by submitting a written election (the
"Notice of Election") to the Company. The Notice of Election shall become
effective six months following the date of the Notice of Election or such
earlier date as may be permitted under Rule 16b-3 (the "Election Effective
Date") and, from and after the Election Effective Date, all Retainers payable to
the electing Director (whether in installments or otherwise) shall be payable in
Shares in the manner set forth herein.

(b) Each Notice of Election shall become effective on its Election Effective
Date and shall continue in effect until revoked by the electing Director in a
written notice of revocation (the "Notice of Revocation") delivered to the
Company; provided, however, that no Notice of Revocation shall become effective
until six months following the date of the Notice of Revocation or such earlier
date as may be permitted under Rule 16b-3.

(c) If no Notice of Election is submitted to the Company, all Retainers shall be
payable in cash.

Section 3.2 - Number of Shares

The number of Shares to be issued to each Director electing to have his or her
Retainer paid in Shares shall be determined by dividing the dollar amount of the
then payable Retainer by the fair market value of the Shares as of the most
recent trading day immediately prior to the date the Retainer is otherwise
payable. No fractional Shares shall be issued and any fractional Share shall be
rounded to the nearest whole Share. Subject to the terms and provisions hereof,
all Shares shall be issued in certificate form in the name of the Director (or
any designee) as promptly as practicable following the date of payment. For
purposes of this Section, fair market value shall be determined in accordance
with Section 4.2(b) below.

Section 3.3 - Eligibility

Each Director shall be granted Options in accordance with the provisions set
forth herein.

Section 3.4 - Non-Qualification of Options

                  EACH OPTION SHALL BE A NON-QUALIFIED OPTION.

Section 3.5 - Granting of Options

(a) Each person who is a Director on the Effective Date shall receive an Option
to purchase 1,000 Shares as of such date.

(b) Options shall be granted to each Director under this Plan with respect to
the Company's 1997 fiscal year and each fiscal year thereafter so long as this
Plan remains in effect, provided, however, that for each such fiscal year, the
Company's consolidated income from operations before taxes (excluding such
extraordinary, unusual or non-recurring items as the Committee shall determine
to be appropriate, in accordance with generally accepted accounting principles)
("EBT") must equal or exceed the projected EBT for such year as set forth in the
annual budget for such year approved by the Board within 90 days of the first
day of such fiscal year.


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(c) No Options shall be granted to any Director in respect of the 1997 fiscal
year or any fiscal year thereafter if the Company's EBT for such fiscal year
does not equal or exceed the projected EBT for such year as aforesaid.

(d) For each fiscal year for which Options shall be granted hereunder, the
number of Options to be granted to each Director shall equal the sum of the
"Option Amount" plus the "Adjustment Amount." As used herein, the "Option
Amount" shall mean the number of Options granted to each Director hereunder for
the immediately preceding year (which shall be 1,000 for fiscal year 1996) and
the "Adjustment Amount" shall mean the product obtained by multiplying (1) the
percentage increase, if any, in the Company's EBT for such fiscal year over the
Company's EBT for the immediately preceding fiscal year by (2) the Option
Amount.

(e) Subject to the provisions set forth above, the Options to be granted to each
Director hereunder in respect of each fiscal year shall be granted to those
persons serving as Directors on the date of the Company's Annual Meeting of
Stockholders immediately following the last day of such fiscal year, provided
that such Director shall have attended at least 75% of the meetings of the Board
(which may include committee meetings) held during such fiscal year.

(f) For purposes of illustration, if the Company's fiscal 1997 EBT equals or
exceeds the projected EBT for such year, and if the Company's fiscal 1997 EBT is
10% greater than the Company's fiscal 1996 EBT, then each person serving as a
Director on the date of the Company's 1997 Annual Meeting of Stockholders (to be
held following the last day of the 1997 fiscal year) shall receive 1,100
Options, calculated as follows:

Option Amount = 1,000 = Options granted for fiscal year 1996 Adjustment Amount =
100 = 1,000 x 10% Options Granted = 1,100

                                   ARTICLE IV

                                TERMS OF OPTIONS

Section 4.1 - Option Agreement

Each Option shall be evidenced by a written Stock Option Agreement, which shall
be executed by the Optionee and an authorized Officer of the Company and which
shall contain such terms and conditions as are consistent with the Plan.

Section 4.2 - Option Price

(a) The price of the Shares subject to each Option shall be equal to 100% of the
fair market value of such Shares on the date such Option is granted.

(b) For purposes of the Plan, the fair market value of a Share of the Company's
Common Stock as of a given date shall be: (i) the closing price of a Share of
the Company's Common Stock on the principal exchange on which Shares of the
Company's Common Stock are then trading; or (ii) if such Common Stock is not
traded on an exchange but is quoted on NASDAQ or a successor quotation system,
(1) the last sales price (if the Company's Common Stock is then listed as a
National Market Issue under the NASD National Market System) or (2) the mean
between the closing representative bid and asked prices (in all other cases) for
the Company's Common Stock, in each case, on such date as reported by NASDAQ or
such successor quotation system; or (iii) if such Common Stock is not publicly
traded on an exchange and not quoted on NASDAQ or a successor quotation system,
the mean between the closing bid and asked prices for the Company's Common
Stock, on such date, as determined in good faith by the Committee; or (iv) if
the Company's Common Stock is not publicly traded, the fair market value
established by the Committee acting in good faith.


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Section 4.3 - Commencement of Exercisability

(a) No Option may be exercised in whole or in part during the six months after
such Option is granted.

(b) Subject to the provisions of paragraph (c) below, each Option granted
hereunder shall be subject to the following cumulative vesting schedule:

(i) Until the date which is one year from the date of grant, the Option shall
not be vested and shall not be exercisable as to any of the shares subject
thereto;

(ii) From and after the date which is one year from the date of grant, the
Option shall vest and be exercisable as to 15% of the number of shares subject
thereto;

(iii) From and after the date which is two years from the date of grant, the
Option shall vest and be exercisable as to 50% of the original number of shares
subject thereto; and

(iv) From and after the date which is three years from the date of grant, the
Option shall be fully vested and be exercisable as to 100% of the number of
shares subject thereto.

(c) Upon the Termination of the holder of an Option, such portion of such Option
which has not then vested and become exercisable shall automatically become
fully vested and exercisable, provided, however, that such Termination shall not
be less than one year from the date of grant of such Option.

Section 4.4 - Expiration of Options

No Option may be exercised to any extent after the first to occur of the
following events:

(i) The expiration of ten years from the date the Option was granted; or

(ii) Except in the case of any Optionee who is disabled (within the meaning of
Section 22(e)(3) of the Code), the expiration of three months from the date of
the Optionee's Termination for any reason other than such Optionee's death; or

(iii) With respect to an Option held by an Optionee who is disabled (within the
meaning of Section 22(e)(3) of the Code), the expiration of one year from the
date of the Optionee's Termination for any reason other than such Optionee's
death unless the Optionee dies within said one-year period; or

(iv) The expiration of one year from the date of the Optionee's death with
respect to all Options held by such Optionee.

Section 4.5 - Adjustments in Outstanding Options

In the event that the outstanding Shares of the stock subject to Options are
changed into or exchanged for a different number or kind of shares of the
Company or other securities of the Company by reason of merger, consolidation,
recapitalization, reclassification, stock split-up, stock dividend or
combination of shares, the Committee shall make an appropriate and equitable
adjustment in the number and kind of shares as to which all outstanding Options,
or portions thereof then unexercised, shall be exercisable, to the end that
after such event the Optionee's proportionate interest shall be maintained as
before the occurrence of such event. Such adjustment in an outstanding Option
shall be made without change in the total price applicable to the Option or the
unexercised portion of the Option (except for any change in the aggregate price
resulting from rounding-off of share quantities or prices) and with any
necessary corresponding adjustment in Option price per share. Any such
adjustment made by the Committee shall be final and binding upon all Optionees,
the Company and all other interested persons.


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                                    ARTICLE V

                               EXERCISE OF OPTIONS

Section 5.1 - Person Eligible to Exercise

During the lifetime of the Optionee, only such Optionee may exercise an Option
(or any portion thereof) granted to him; provided, however, that, unless
otherwise prohibited by Rule 16b-3, an Optionee may transfer all or any portion
of an Option to his spouse or immediate family member or any trust for the
benefit thereof. After the death of the Optionee, any exercisable portion of an
Option may, prior to the time when such portion becomes unexercisable under the
Plan, be exercised by his personal representative or by any person empowered to
do so under the deceased Optionee's will or under the then applicable laws of
descent and distribution.

Section 5.2 - Partial Exercise

At any time and from time to time prior to the time when any exercisable Option
or exercisable portion thereof becomes unexercisable under the Plan, such Option
or portion thereof may be exercised in whole or in part; provided, however, that
the Company shall not be required to issue fractional shares and the Committee
may, by the terms of the Option, require any partial exercise to be with respect
to a specified minimum number of shares.

Section 5.3 - Manner of Exercise

An exercisable Option, or any exercisable portion thereof, may be exercised
solely by delivery to the Secretary or his office of all of the following prior
to the time when such Option or such portion becomes unexercisable under the
Plan or the applicable Stock Option Agreement:

(a) Notice in writing signed by the Optionee or other person then entitled to
exercise such Option or portion, stating that such Option or portion is
exercised, such notice complying with all applicable rules established by the
Committee; and

(b)(i) Full payment (in cash or by check) for the Shares with respect to which
such Option or portion is thereby exercised; or

(ii)(A) Shares of the Company's Common Stock owned by the Optionee duly endorsed
for transfer to the Company or (B) subject to the timing requirements of Section
5.4, Shares of the Company's Common Stock issuable to the Optionee upon exercise
of the Option, with a fair market value (as determined under Section 4.2(b)) on
the date of Option exercise equal to the aggregate Option price of the Shares
with respect to which such Option or portion is thereby exercised; or

(iii) Any combination of the consideration provided in the foregoing subsections
(i) and (ii); and

(c) The payment to the Company (or other employer corporation) of all amounts
which it is required to withhold under federal, state or local law in connection
with the exercise of the Option; provided, that any combination of the following
may be used to make all or part of such payment: (i) Shares of the Company's
Common Stock owned by the Optionee duly endorsed for transfer or (ii) subject to
the timing requirements of Section 5.4, Shares of the Company's Common Stock
issuable to the Optionee upon exercise of the Option, valued in accordance with
Section 4.2(b) at the date of Option exercise; and

(d) Such representations and documents as the Committee, in its absolute
discretion, deems necessary or advisable to effect compliance with all
applicable provisions of the Securities Act and any other federal or state
securities laws or regulations. The Committee may, in its absolute discretion,
also take whatever additional actions it deems appropriate to effect such
compliance including, without limitation, placing legends on Share certificates
and issuing stop-transfer orders to transfer agents and registrars; and


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(e) In the event that the Option or portion thereof shall be exercised pursuant
to Section 5.1 by any person or persons other than the Optionee, appropriate
proof of the right of such person or persons to exercise the Option or portion
thereof.

Section 5.4 - Certain Timing Requirements

Shares of the Company's Common Stock issuable to the Optionee upon exercise of
the Option may be used to satisfy the Option price or the tax withholding
consequences of such exercise only (i) during the trading window period
following the date of release of the quarterly or annual summary statement of
sales and earnings of the Company as may be established by the Company for its
senior executives from time to time or (ii) pursuant to an irrevocable written
election by the Optionee to use Shares of the Company's Common Stock issuable to
the Optionee upon exercise of the Option to pay all or part of the Option price
or the withholding taxes made at least six months prior to the payment of such
Option price or withholding taxes.

Section 5.5 - Conditions to Issuance of Stock Certificates

The Shares of stock issuable and deliverable upon the exercise of an Option, or
any portion thereof, may be either previously authorized but unissued Shares or
issued Shares which have then been reacquired by the Company. The Company shall
not be required to issue or deliver any certificate or certificates for Shares
of stock issued in payment of any Retainer or purchased upon the exercise of any
Option or portion thereof prior to the fulfillment of all of the following
conditions:

(a) The admission of such Shares to listing on all stock exchanges on which such
class of stock is then listed; and

(b) The completion of any registration or other qualification of such Shares
under any state or federal law or under the rulings or regulations of the
Securities and Exchange Commission or any other governmental regulatory body, if
any such registration or qualification may be necessary or advisable; and

(c) The obtaining of any approval or other clearance from any state or federal
governmental agency which may be necessary or advisable; and

(d) The payment to the Company (or other employer corporation) of all amounts
which it is required to withhold under federal, state or local law in connection
with the exercise of the Option; and

(e) The lapse of such reasonable period of time following the exercise of the
Option as the Secretary of the Company may establish from time to time for
reasons of administrative convenience.

                                   ARTICLE VI

                                 ADMINISTRATION

Section 6.1 - Committee

The Plan shall be administered by the Committee which shall consist of two or
more members of the Board, as the Board may appoint from time to time; provided,
however that, in the absence of such appointment, the Plan shall be administered
by the Board (in which event the term "Committee" as used herein shall mean the
Board); provided, further, however, that, notwithstanding the foregoing, the
Plan shall be construed, interpreted, implemented and administered in a manner
sufficient to comply with the provisions of Rule 16b-3, and, in particular, in
order to provide that the members of the Committee shall at all times satisfy
the requirements set forth therein.


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Section 6.2 - Duties and Powers of Committee

It shall be the duty of the Committee to conduct the general administration of
the Plan in accordance with its provisions. The Committee shall have the power
to interpret the Plan and the Options and to adopt such rules for the
administration, interpretation and application of the Plan as are consistent
therewith and to interpret, amend or revoke any such rules.

Section 6.3 - Majority Rule

The Committee shall act by a majority of its members in office. The Committee
may act either by vote at a meeting or by a memorandum or other written
instrument signed by a majority of the Committee.

Section 6.4 - Compensation; Professional Assistance; Good Faith Actions

Members of the Committee shall receive such compensation for their services as
members as may be determined by the Board. All expenses and liabilities incurred
by members of the Committee in connection with the administration of the Plan
shall be borne by the Company. The Committee may employ attorneys, consultants,
accountants, appraisers, brokers or other persons. The Committee, the Company
and its Officers and Directors shall be entitled to rely upon the advice,
opinions or valuations of any such persons. All actions taken and all
interpretations and determinations made by the Committee in good faith shall be
final and binding upon all Optionees, the Company and all other interested
persons. No member of the Committee shall be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan or
the Options, and all members of the Committee shall be fully protected by the
Company in respect to any such action, determination or interpretation.

                                  ARTICLE VII

                                OTHER PROVISIONS

Section 7.1 - Options Not Transferable

Except as set forth in Section 5.1 hereof, no Option or interest or right
therein or part thereof shall be liable for the debts, contracts or engagements
of the Optionee or his successors in interest or shall be subject to disposition
by transfer, alienation, anticipation, pledge, encumbrance, assignment or any
other means whether such disposition be voluntary or involuntary or by operation
of law by judgment, levy, attachment, garnishment or any other legal or
equitable proceedings (including bankruptcy), and any attempted disposition
thereof shall be null and void and of no effect; provided, however, that nothing
in this Section 7.1 shall prevent transfers by will or by the applicable laws of
descent and distribution.

Section 7.2 - Amendment, Suspension or Termination of the Plan

The Plan may be wholly or partially amended or otherwise modified, suspended or
terminated at any time or from time to time by the Committee; provided, however,
that no amendment or modification which requires shareholder approval under Rule
16b-3, if any, shall be effective in the absence of such approval. Neither the
amendment, suspension nor termination of the Plan shall, without the consent of
the holder of the Option, impair any rights or obligations under any Option
theretofore granted. No Option may be granted during any period of suspension
nor after termination of the Plan, and in no event may any Option be granted
under this Plan after the first to occur of the following events:

(a) March 31, 2006; or

(b) The expiration of ten years from the date the Plan is approved by the
Company's shareholders under Section 7.3.


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Section 7.3 - Approval of Plan by Shareholders

This Plan will be submitted for the approval of the Company's shareholders
within 12 months after the date of the Board's initial adoption of the Plan. No
Options shall be granted prior to such shareholder approval. The Company shall
take such actions with respect to the Plan as may be necessary to satisfy the
requirements of Rule 16b- 3(b).

Section 7.4 - Effect of Plan Upon Other Option and Compensation Plans

The adoption of this Plan shall not affect any other compensation or incentive
plans in effect for the Company, any Parent Corporation or any Subsidiary.
Nothing in this Plan shall be construed to limit the right of the Company, any
Parent Corporation or any Subsidiary to (a) establish any other forms of
incentives or compensation for employees and Directors of the Company, any
Parent Corporation or any Subsidiary or (b) grant or assume options otherwise
than under this Plan in connection with any proper corporate purpose, including,
but not by way of limitation, the grant or assumption of options in connection
with the acquisition by purchase, lease, merger, consolidation or otherwise, of
the business, stock or assets of any corporation, firm or association.

Section 7.5 - Titles

Titles are provided herein for convenience only and are not to serve as a basis
for interpretation or construction of the Plan.

Section 7.6 - Conformity to Securities Laws

The Plan is intended to conform to the extent necessary with all provisions of
the Securities Act and the Exchange Act and any and all regulations and rules
promulgated by the Securities and Exchange Commission thereunder, including
without limitation Rule 16b-3. Notwithstanding anything herein to the contrary,
the Plan shall be administered, and Options shall be granted and may be
exercised, only in such a manner as to conform to such laws, rules and
regulations. To the extent permitted by applicable law, the Plan and Options
granted hereunder shall be deemed amended to the extent necessary to conform to
such laws, rules and regulations.


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