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                                                                     EXHIBIT 4.1

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                       DAISYTEK INTERNATIONAL CORPORATION

         (Pursuant to Section 245 of the General Corporation Law of the
                               State of Delaware)

DAISYTEK INTERNATIONAL CORPORATION, a corporation organized and existing under
the General Corporation Law of the State of Delaware, does hereby certify as
follows:

1. The name of the corporation is DAISYTEK INTERNATIONAL CORPORATION (the
"Corporation").

2. The name under which the Corporation was originally incorporated is Bradford
Holdings Group, Ltd. and the date of filing the original Certificate of
Incorporation of the Corporation with the Secretary of State of the State of
Delaware was December 17, 1991, as amended on January 26, 1993 and Certificate
of Correction filed on January 25, 1995.

3. This Amended and Restated Certificate of Incorporation amends and restates
the provisions of the Certificate of Incorporation of the Corporation, as
amended, and was duly adopted by the written consent of the stockholders of the
Corporation entitled to vote thereon in accordance with the provisions of
Sections 228, 242 and 245 of the General Corporation Law of the State of
Delaware (the "GCL").

4. The Certificate of Incorporation of the Corporation, as amended and restated
hereby, shall, upon its filing with the Secretary of State of the State of
Delaware, read in its entirety as follows:

FIRST: The name of the corporation is Daisytek International Corporation (the
"Corporation").

SECOND: The registered office of the Corporation in the State of Delaware is
located at Corporation Trust Center, 1209 Orange Street in the City of
Wilmington, County of New Castle. The name of the registered agent of the
Corporation at such address is The Corporation Trust Company.

THIRD: The purpose of the Corporation and the nature and objects of the business
to be transacted, promoted, and carried on are to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.



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FOURTH: The total number of shares of stock which the Corporation shall have
authority to issue is 11,000,000 shares, divided into two classes as follows:
(i) 1,000,000 shares of Preferred Stock, par value $1.00 per share ("Preferred
Stock"); and (ii) 10,000,000 shares of Common Stock, par value $0.01 per share
("Common Stock").

Upon the filing and effectiveness of this Amended and Restated Certificate of
Incorporation with the Office of the Secretary of State of the State of
Delaware, each of the previously authorized, issued and outstanding shares of
Common Stock, $.01 par value, is hereby converted and split into and shall
become 1.45 shares of Common Stock, $.01 par value, and any fractional shares
arising therefrom shall be rounded (up or down) to the nearest whole share and
any surplus created or arising out of the stock split, if any, shall be paid-in
surplus.

The designations and the powers, preferences, rights, qualifications,
limitations, and restrictions of the Preferred Stock and the Common Stock of the
Corporation are as follows:

A. Provisions Relating to the Preferred Stock.

1. The Preferred Stock may be issued from time to time in one or more classes or
series, the shares of each class or series to have such designations and powers,
preferences, and rights, and qualifications, limitations, and restrictions
thereof as are stated and expressed herein and in the resolution or resolutions
providing for the issuance of such class or series adopted by the board of
directors of the Corporation as hereafter prescribed.

2. Authority is hereby expressly granted to and vested in the board of directors
of the Corporation to authorize the issuance of the Preferred Stock from time to
time in one or more classes or series, and with respect to each such class or
series of the Preferred Stock, to fix and state by the resolution or resolutions
from time to time adopted providing for the issuance thereof the following:

(i) whether or not such class or series is to have voting rights, full, special,
or limited, or is to be without voting rights, and whether or not such class or
series is to be entitled to vote as a separate class either alone or together
with the holders of one or more other classes or series of stock;

(ii) the number of shares to constitute such class or series and the
designations thereof;

(iii) the preferences, and relative, participating, optional, or other special
rights, if any, and the qualifications, limitations, or restrictions thereof, if
any, with respect to any such class or series;

(iv) whether or not the shares of any such class or series shall be redeemable
at the option of the Corporation or the holders thereof or upon the happening of
any specified event, and, if redeemable, the redemption price or prices (which
may be payable in the


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form of cash, notes, securities, or other property), and the time or times at
which, and the terms and conditions upon which, such shares shall be redeemable
and the manner of redemption;

(v) whether or not the shares of such class or series shall be subject to the
operation of retirement or sinking funds to be applied to the purchase or
redemption of such shares for retirement, and, if such retirement or sinking
fund or funds are to be established, the annual amount thereof, and the terms
and provisions relative to the operation thereof;

(vi) the dividend rate, whether dividends are payable in cash, stock of the
Corporation, or other property, or a combination thereof, the conditions upon
which and the times when such dividends are payable, the preference to or the
relation to the payment of dividends payable on any other class or classes or
series of stock, whether such dividends shall be cumulative or noncumulative,
and if cumulative, the date or dates from which such dividends shall accumulate;

(vii) the preferences, if any, and the amounts thereof which the holders of any
such class or series shall be entitled to receive upon the voluntary and
involuntary dissolution of, or upon any distribution of the assets of, the
Corporation;

(viii) whether or not the shares of any such class or series, at the option of
the Corporation or the holder thereof or upon the happening of any specified
event, shall be convertible into or exchangeable for the shares of any other
class or classes or of any other series of the same or any other class or
classes of stock, securities, or other property of the Corporation and the
conversion price or prices or ratio or ratios or the rate or rates at which such
exchange may be made, with such adjustments, if any, as shall be stated and
expressed or provided for in such resolution or resolutions; and

(ix) such other special rights and provisions with respect to any such class or
series as may to the board of directors of the Corporation seem advisable.

3. The shares of each class or series of the Preferred Stock may vary from the
shares of any other class or series thereof in any or all of the foregoing
respects. The board of directors of the Corporation may increase the number of
shares of Preferred Stock designated for any existing class or series by a
resolution adding to such class or series authorized and unissued shares of the
Preferred Stock not designated for any other class or series. The board of
directors of the Corporation may decrease the number of shares of the Preferred
Stock designated for any existing class or series by a resolution, subtracting
from such series unissued shares of the Preferred Stock designated for such
class or series, and the shares so subtracted shall become authorized, unissued,
and undesignated shares of the Preferred Stock.


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B. Provisions Relating to the Common Stock.

1. Each holder of Common Stock shall be entitled to one vote for each share of
Common Stock standing in such holder's name on the records of the Corporation on
each matter submitted to a vote of the stockholders.

2. Subject to the rights of the holders of the Preferred Stock, the holders of
the Common Stock shall be entitled to receive when, as, and if declared by the
board of directors of the Corporation, out of funds legally available therefor,
dividends payable in cash, stock or otherwise.

3. Upon any liquidation, dissolution, or winding up of the Corporation, whether
voluntary or involuntary, and after the holders of the Preferred Stock and the
holders of any bonds, debentures, or other obligations of the Corporation shall
have been paid in full the amounts to which they shall be entitled (if any), or
a sum sufficient for such payment in full shall have been set aside, the
remaining net assets of the Corporation shall be distributed pro rata to the
holders of the Common Stock in accordance with their respective rights and
interests, to the exclusion of the holders of the Preferred Stock and any bonds,
debentures, or other obligations of the Corporation.

C. General.

1. Subject to the foregoing provisions of this Certificate of Incorporation, the
Corporation may issue shares of its Preferred Stock and Common Stock from time
to time for such consideration (in any form, but not less in value than the par
value thereof) as may be fixed by the board of directors of the Corporation,
which is expressly authorized to fix the same in its absolute and uncontrolled
discretion subject to the foregoing conditions. Shares so issued for which the
consideration shall have been paid or delivered to the Corporation shall be
deemed fully paid stock and shall not be liable to any further call or
assessment thereon, and the holders of such shares shall not be liable for any
further payments in respect of such shares.

2. The Corporation shall have authority to create and issue rights and options
entitling their holders to purchase or otherwise acquire shares of the
Corporation's capital stock of any class or series or other securities of the
Corporation, and such rights and options shall be evidenced by instrument(s)
approved by the board of directors of the Corporation or any committee thereof.
The board of directors of the Corporation or any committee thereof shall be
empowered to set the exercise price, duration, times for exercise, and other
terms of such options or rights; provided, however, that the consideration to be
received (which may be in any form) for any shares of capital stock subject
thereto shall have a value not less than the par value thereof.

FIFTH: No contract or transaction between the Corporation and one or more of its
directors, officers, or stockholders or between the Corporation and any person
(as


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used herein "person" means any other corporation, partnership, association,
firm, trust, joint venture, political subdivision, or instrumentality) or other
organization in which one or more of its directors, officers, or stockholders
are directors, officers, or stockholders, or have a financial interest, shall be
void or voidable solely for this reason, or solely because the director or
officer is present at or participates in the meeting of the board or committee
which authorizes the contract or transaction, or solely because his, her or
their votes are counted for such purpose, if: (i) the material facts as to his
or her relationship or interest and as to the contract or transaction are
disclosed or are known to the board of directors or the committee, and the board
of directors or committee in good faith authorizes the contract or transaction
by the affirmative votes of a majority of the disinterested directors, even
though the disinterested directors be less than a quorum; or (ii) the material
facts as to his or her relationship or interest and as to the contract or
transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically approved in good faith
by vote of the stockholders; or (iii) the contract or transaction is fair as to
the Corporation as of the time it is authorized, approved, or ratified by the
board of directors, a committee thereof (to the extent permitted by applicable
law), or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the board of directors or
of a committee which authorizes the contract or transaction.

SIXTH: 1. To the extent not prohibited by law, the Corporation shall indemnify
any person who is or was made, or threatened to be made, a party to any
threatened, pending or completed action, suit or proceeding (a "Proceeding"),
whether civil, criminal, administrative or investigative, including, without
limitation, an action by or in the right of the Corporation to procure a
judgment in its favor, by reason of the fact that such person, or a person of
whom such person is the legal representative, is or was a director or officer of
the Corporation, or is or was serving in any capacity at the request of the
Corporation for any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise (an "Other Entity"), against
judgments, fines, penalties, excise taxes, amounts paid in settlement and costs,
charges and expenses (including attorneys' fees and disbursements). Persons who
are not directors or officers of the Corporation may be similarly indemnified in
respect of service to the Corporation or to an Other Entity at the request of
the Corporation to the extent the Board of Directors at any time specifies that
such persons are entitled to the benefits of this Article.


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2. The Corporation shall, from time to time, reimburse or advance to any
director or officer or other person entitled to indemnification hereunder the
funds necessary for payment of expenses, including attorneys' fees and
disbursements, incurred in connection with any Proceeding, in advance of the
final disposition of such Proceeding; provided, however, that, if required by
the GCL, such expenses incurred by or on behalf of any director or officer or
other person may be paid in advance of the final disposition of a Proceeding
only upon receipt by the Corporation of an undertaking, by or on behalf of such
director or officer (or other person indemnified hereunder), to repay any such
amount so advanced, if it shall ultimately be determined by final judicial
decision from which there is no further right of appeal that such director,
officer or other person is not entitled to be indemnified for such expenses.

3. The rights to indemnification, and reimbursement or advancement of expenses
provided by, or granted pursuant to, this Article shall not be deemed exclusive
of any other rights to which a person seeking indemnification or reimbursement
or advancement of expenses may have or hereafter be entitled under any statute,
this Restated Certificate of Incorporation, the By-laws of the Corporation, any
agreement, any vote of stockholders or disinterested directors or otherwise,
both as to action in his or her official capacity and as to action in another
capacity while holding such office.

4. The rights to indemnification and reimbursement or advancement of expenses
provided by, or granted pursuant to, this Article shall continue as to a person
who has ceased to be a director or officer (or other person indemnified
hereunder) and shall inure to the benefit of the executors, administrators,
legatees and distributees of such person.

5. The Corporation shall have power to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of an Other Entity, against any liability
asserted against such person and incurred by such person in any such capacity,
or arising out of such person's status as such, whether or not the Corporation
would have the power to indemnify such person against such liability under the
provisions of this Article, the By-laws or under Section 145 of the GCL or any
other provision of law.

6. The provisions of this Article shall be a contract between the Corporation,
on the one hand, and each director and officer who serves in such capacity at
any time while this Article is in effect and any other person indemnified
hereunder, on the other hand, pursuant to which the Corporation and each such
director, officer, or other person intend to be legally bound. No repeal or
modification of this Article shall affect any rights or obligations with respect
to any state of facts then or theretofore existing or thereafter arising or any
proceeding theretofore or thereafter brought or threatened based in whole or in
part upon any such state of facts.

7. The rights to indemnification and reimbursement or advancement of expenses
provided by, or granted pursuant to, this Article shall be enforceable by any
person


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entitled to such indemnification or reimbursement or advancement of expenses in
any court of competent jurisdiction. The burden of proving that such
indemnification or reimbursement or advancement of expenses is not appropriate
shall be on the Corporation. Neither the failure of the Corporation (including
its Board of Directors, its independent legal counsel and its stockholders) to
have made a determination prior to the commencement of such action that such
indemnification or reimbursement or advancement of expenses is proper in the
circumstances nor an actual determination by the Corporation (including its
Board of Directors, its independent legal counsel and its stockholders) that
such person is not entitled to such indemnification or reimbursement or
advancement of expenses shall constitute a defense to the action or create a
presumption that such person is not so entitled. Such a person shall also be
indemnified for any expenses incurred in connection with successfully
establishing his or her right to such indemnification or reimbursement or
advancement of expenses, in whole or in part, in any such proceeding.

8. Any director or officer of the Corporation serving in any capacity for (a)
another corporation of which a majority of the shares entitled to vote in the
election of its directors is held, directly or indirectly, by the Corporation or
(b) any employee benefit plan of the Corporation or any corporation referred to
in clause (a) shall be deemed to be doing so at the request of the Corporation.

9. Any person entitled to be indemnified or to reimbursement or advancement of
expenses as a matter of right pursuant to this Article may elect to have the
right to indemnification or reimbursement or advancement of expenses interpreted
on the basis of the applicable law in effect at the time of the occurrence of
the event or events giving rise to the applicable Proceeding, to the extent
permitted by law, or on the basis of the applicable law in effect at the time
such indemnification or reimbursement or advancement of expenses is sought. Such
election shall be made, by a notice in writing to the Corporation, at the time
indemnification or reimbursement or advancement of expenses is sought; provided,
however, that if no such notice is given, the right to indemnification or
reimbursement or advancement of expenses shall be determined by the law in
effect at the time indemnification or reimbursement or advancement of expenses
is sought.

SEVENTH: All the powers of the Corporation, insofar as the same may be lawfully
vested by this Certificate of Incorporation in the board of directors, are
hereby conferred upon the board of directors. In furtherance and not in
limitation of that power, the board of directors shall have the power, upon the
affirmative vote of a majority of the Classified Directors (as hereinafter
defined) at a meeting lawfully convened, to make, adopt, alter, amend, and
repeal from time to time the Bylaws of the Corporation and to make from time to
time new Bylaws of the Corporation, 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.


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EIGHTH: Except for the provisions of Article SIXTH and NINTH herein, the
Corporation reserves the right to amend, alter, change, or repeal any provision
contained in this certificate of incorporation in the manner now or hereafter
prescribed by law and all rights conferred on officers, directors, and
stockholders herein are granted subject to this reservation.

NINTH: A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or knowing
violation of law, (iii) under Section 174 of the GCL, or (iv) for any
transaction from which the director derived an improper personal benefit. Any
repeal or amendment of this Article NINTH by the stockholders of the Corporation
shall be prospective only, and shall not adversely affect any limitation on the
personal liability of a director of the Corporation arising from an act or
omission occurring prior to the time of such repeal or amendment. In addition to
the circumstances in which a director of the Corporation is not personally
liable as set forth in the foregoing provisions of this Article NINTH, a
director shall not be liable to the Corporation or its stockholders to such
further extent as permitted by any law hereafter enacted, including without
limitation any subsequent amendment to the GCL.

TENTH: 1. The number of directors constituting the board of directors shall be
fixed by, or in the manner provided in, the Bylaws of the Corporation, provided
that such number shall be no fewer than three and no more than ten (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) 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.

2. 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, the election, term of office, filling of vacancies,
and other features of such directorships shall be


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governed by the terms of this Certificate of Incorporation (including any
amendment to this 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 Article TENTH unless
expressly provided by such terms.

3. Any or all Classified Directors may be removed, with cause, upon the
affirmative vote of the holders of a majority of the outstanding shares of each
class of capital stock of the Corporation then entitled to vote at an election
of such Classified Directors.

4. Election of directors, whether Classified Directors or otherwise, need not be
by written ballot.

ELEVENTH: The Corporation expressly elects to be governed by Section 203 of the
GCL.

TWELFTH: Special meetings of stockholders of the Corporation may be called by
the board of directors pursuant to a resolution adopted by a majority of the
Classified Directors then serving, by the Chairman of the board of directors, or
by any holder or holders of at least twenty-five percent (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.

THIRTEENTH: Notwithstanding any other provisions of this Certificate of
Incorporation or any provision of law which might otherwise permit a lesser vote
or no vote, 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 shall be required to amend, alter, or repeal any one or
more of Articles of this Restated Certificate of Incorporation.

IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate of
Incorporation to be executed and attested on this 26th day of January, 1995.

                       DAISYTEK INTERNATIONAL CORPORATION


                  By: /s/ DAVID A. HEAP
                      -----------------------------------------
                      David A. Heap, Chairman and Chief
                      Executive Officer

ATTEST:

                      /s/ HARVEY H. ACHATZ
                      -----------------------------------------
                      Harvey H. Achatz, Secretary


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