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                                                                   EXHIBIT 10.39

                                                               [SCOTIABANK LOGO]

625 Cochrane Drive, Suite 200, Markham, Ontario L3R 9R9

                                                                 October 2, 2001

Daisytek (Canada) Inc.
c/o Daisytek International Corporation
1025 Central Expressway South
Allen, Texas
75013

Attention:        Mr. George Maney
                  Chief Financial Officer

Dear Sir:

         We confirm that subject to acceptance by you, The Bank of Nova Scotia
(the "Bank") will make available to Daisytek (Canada) Inc. (the "Borrower'),
credit facilities on the terms and conditions set out in the attached Terms and
Conditions Sheet and Schedule "A".

         If the arrangements set out in this letter, and in the attached Terms
and Conditions Sheet and Schedule "A" (collectively the "Commitment Letter") are
acceptable to you, please sign the enclosed copy of this letter in the space
indicated below and return the letter to us by the close of business on October
16, 2001, after which date this offer will lapse.

         This Commitment Letter replaces all previous commitments issued by the
Bank to the Borrower.

                                                     Very truly yours,

         /s/ J.A. NEATE                              /s/ I.C. McFETTERS
         -------------------------------             --------------------------
         J.A. Neate                                  I.C. McFetters
         Senior Account Manager                  Vice-President and Manager

         The arrangements set out above and in the attached Terms and Conditions
Sheet and Schedule "A" (collectively the "Commitment Letter") are hereby
acknowledged and accepted by:

DAISYTEK (CANADA) INC.
------------------------------------
Name:


By:      /s/ J.P. MALANGA
   ---------------------------------
Title:   Treasurer

Date:    10/8/01
     -------------------------------


By:      /s/ RALPH MITCHELL
   ---------------------------------
Title:   EVP & CFO

Date:    10/8/01
     -------------------------------



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                                                                          Page 1


                              TERMS AND CONDITIONS

CREDIT NUMBER: 01                               AUTHORIZED AMOUNT:  $15,000,000
--------------------------------------------------------------------------------

TYPE

         Revolving Term

PURPOSE

         Assist with financing of day-to-day general operating requirements.

CURRENCY

         Canadian and/or U.S. dollar equivalent thereof.

AVAILMENT

         The Borrower may avail the Credit by way of direct advances evidenced
         by Demand Promissory Notes and/or Bankers' Acceptances in Canadian
         dollars in multiples of $500,000 and having terms of maturity of 30 to
         364 days without grace.

TERMINATION

         Provided the Borrower is in compliance with all terms and conditions
         outlined, the Revolving term facility is committed to March 20, 2004.
         Advances are repayable the earlier of the expiry of the facility or on
         demand by the Bank if the Borrower is in default of the terms and
         conditions outlined herein.

         In the event of extension, the Borrower is to provide written notice
         not less than 40 days and up to 90 days prior to expiry, requesting
         extension for a further period, subject to no event of default having
         occurred and with extension subject to the Bank's approval.

INTEREST RATE AND FEES

         (Canadian dollars:) The Bank's Prime Lending Rate, plus 50 basis
         points, from time to time, with interest payable monthly.

         (U.S. dollars:) The Bank's U.S. Dollar Base Rate in New York plus 50
         basis points, with interest payable monthly.

         (Bankers' Acceptances:) Bankers' Acceptance Fee of 200 basis points,
         subject to a minimum fee of $500 per transaction, payable at the time
         of each acceptance.

OTHER FEES

         A Standby Fee of 1/4% per annum on the daily unused portion of the
         Credit payable in Canadian dollars, is payable monthly from the date of
         acceptance of this commitment.

         A Commitment Fee of $12,500 is payable upon acceptance of this
         commitment.


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                                                                          Page 2


REPAYMENT

         The Borrower may make repayment of advances under the Revolving Term
         facility at any time, other than term instruments which may be repaid
         at maturity.

PREPAYMENT

         Floating Interest Rate Advances

         Prepayment is permitted without penalty at any time in whole or in part
         except for Bankers' Acceptances which may be prepaid on maturity date.

         Prepayments are to be applied against installments of principal in the
         inverse order of their maturities.

SPECIFIC SECURITY

         The following security, evidenced by documents in form satisfactory to
         the Bank and registered or recorded as required by the Bank, is to be
         provided prior to any advances or availment being made under the
         Credit:

                  Bankers' Acceptance Agreement.

                  Power of Attorney -  Bankers' Acceptances.

CONDITION PRECEDENT

         The following condition is to be met to the satisfaction of the Bank
         and its solicitors prior to any advances or availments being made under
         the Credit which will result in total advances or availments exceeding
         $10,000,000 CAD:

                A formal accepted commitment from the Toronto-Dominion Bank
                making available credit facilities in the same amount and
                subject to the same security, terms, conditions and pricing as
                contained in this offer.

ADDITIONAL FACILITIES

a)       Subject to availability and execution of mutually satisfactory
         documentation the Borrower may enter into Forward Exchange Contracts
         with the Bank for maximum terms of up to one year.

         Maximum aggregate Forward Exchange Contracts outstanding at any one
         time are not to exceed $5,000,000 U.S. dollars or the equivalent
         thereof in other approved currencies.

b)       Subject to availability, and to execution of mutually satisfactory
         documentation, based on the Bank's standard International Swap Dealers
         Association (ISDA) Master Agreement and Schedule, incorporating all
         security held pursuant to this Commitment Letter, the Borrower shall
         have the option available until August 31, 2002 to enter into Interest
         Rate Swap transactions. The swap transactions are limited to U.S. and
         Canadian only, for terms not exceeding 3 years from the date of
         drawdown of the amount to be swapped. The aggregate amount of all
         outstanding transactions at any one time is not to exceed $15,000,000.


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                                                                          Page 3


GENERAL SECURITY, TERMS, AND CONDITIONS APPLICABLE TO ALL CREDITS

GENERAL SECURITY

         The following security, evidenced by documents in form satisfactory to
         the Bank and registered or recorded as required by the Bank, is to be
         provided prior to any advances or availment being made under the
         Credits:

                General Security Agreement, with an agreed delay of attachment
                until negotiated trigger events occur, over all present and
                future personal property with appropriate insurance coverage,
                loss if any, payable to the Bank.

                Inter-Creditor Agreement between The Bank of Nova Scotia and The
                Toronto-Dominion Bank, covering but not limited to advances,
                repayment, security, defaults, cross default, realization, etc.

                Postponement and Subordination by Daisytek Inc. and any
                subsidiary identified by the Bank, as to intercorporate
                obligations including inventory return.

GENERAL CONDITIONS

         Until all debts and liabilities under the Credits have been discharged
         in full, the following conditions will apply in respect of the Credits:

                Revolving Term advances are not to exceed the Borrowing Base
                which is defined as 80% of good quality accounts receivable
                (excluding accounts over 90 days, accounts due by employees,
                offsets and inter-company accounts), plus 50% of net inventory,
                less security interests or charges held by other parties and
                specific payables which have or may have priority over the
                Bank's security.

                Net inventory is defined as the sum of finished goods and raw
                materials, valued at the lower of cost or market, less unpaid
                inventory received from suppliers during the past 30 days.

                The ratio of Current Assets to Current Liabilities is to be
                maintained at all times at 1.2:1 or better.

                Minimum Shareholder's Equity of $15,000,000 is to be maintained
                at all times.

                Shareholder's Equity is defined as the sum of share capital
                earned and contributed surplus.

                Leverage Ratio shall not exceed 3:1 at any time. The leverage
                ratio is calculated on a rolling four quarter basis and is
                defined as total funded debt over EBITDA for the four financial
                quarters ending at that time.

                EBITDA is defined as net income before extraordinary and other
                non-recurring items plus interest, income tax, depreciation and
                amortization expenses during the period.

                Any default under the Credit Agreement dated December 18, 2000
                and as subsequently amended, of Daisytek Inc. constitutes a
                default under the terms of credits outlined herein regardless of
                cure, amendment or forbearance under the credit arrangements for
                Daisytek Inc.


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                                                                          Page 4


                The Borrower agrees that the terms and conditions including
                without limitation any security granted by the Borrower to any
                other lender, including The Toronto-Dominion Bank shall not be
                more favourable than the terms and conditions set out herein. In
                the event that the Borrower does not grant more favourable
                terms, conditions or security to any other lender, the Borrower
                agrees that it shall grant the same terms and conditions
                including equal ranking security to the Bank hereunder.

                Without the Bank's prior written consent:

                       No change in ownership is permitted.

                       No dividends, withdrawals, advances to shareholders or
                       affiliates are permitted.

                       No payments are to be made to any affiliates other than
                       for the normal course of business.

GENERAL BORROWER REPORTING CONDITIONS

         Until all debts and liabilities under the Credits have been discharged
         in full, the Borrower will provide the Bank with the following:

                Annual Internally Prepared Unconsolidated Financial Statements,
                within 120 days of the Borrower's fiscal year end, duly signed.

                Annual Financial Statements of Daisytek Inc. within 120 days of
                fiscal year end, duly signed.

                Annual Audited Consolidated Financial Statements of Daisytek
                International Corporation within 120 days of fiscal year end,
                duly signed.

                Quarterly Internally Prepared Unconsolidated Financial
                Statements of the Borrower within 60 days of period end.

                Quarterly Compliance Certificate from the Borrower certifying
                compliance with all conditions of its credit facilities.

                Quarterly Prepared Consolidated Financial Statements of Daisytek
                International Corporation within 60 days of period end.

                Quarterly Compliance Certificate from Daisytek Inc. certifying
                compliance with all conditions of its credit facilities.

                Monthly Borrowing Base Calculation for the Borrower, to include
                information on inventory, accounts receivable, and accounts
                payable, within 20 days of period end.

                A copy of any amendment to Daisytek Inc.'s Credit Agreement or
                any new Credit Agreement in its entirety at the time of
                execution.

                Annual Unconsolidated Quarterly Projections of the Borrower for
                the current year, within 120 days of fiscal year end.



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                                   SCHEDULE A
                   ADDITIONAL TERMS AND CONDITIONS APPLICABLE
                                 TO ALL CREDITS

Calculation and Payment of Interest

1.       Interest on loans/advances made in Canadian dollars will be calculated
         on a daily basis and payable monthly on the 22nd day of each month
         (unless otherwise stipulated by the Bank). Interest shall be payable
         not in advance on the basis of a calendar year for the actual number of
         days elapsed both before and after demand of payment or default and/or
         judgment.

2.       Interest on loans/advances made in U.S. dollars will be calculated on a
         daily basis and payable monthly on the 22nd day of each month, (unless
         otherwise stipulated by the Bank). Interest shall be payable not in
         advance on the basis of a 360 day year for the actual number of days
         elapsed both before and after demand of payment or default and/or
         judgment. The rate of interest based on a 360 day year is equivalent to
         a rate based on a calendar year of 365 days of 365/360 times the rate
         of interest that applies to the U.S. dollar loans/advances.

Interest on Overdue Interest

3.       Interest on overdue interest shall be calculated at the same rate as
         interest on the loans/advances in respect of which interest is overdue,
         but shall be compounded monthly and be payable on demand, both before
         and after demand and judgment.

Indemnity Provision

4.       If the introduction or implementation of, or any change in, or in the
         interpretation of, or any change in its application to the Borrower of,
         any law or any regulation or guideline issued by any central bank or
         other governmental authority (whether or not having the force of law),
         including, without limitation, any reserve or special deposit
         requirement or any tax (other than tax on the Bank's general income) or
         any capital requirement, has due to the Bank's compliance the effect,
         directly or indirectly, of (i) increasing the cost to the Bank of
         performing its obligations hereunder or under any availment hereunder;
         (ii) reducing any amount received or receivable by the Bank or its
         effective return hereunder or in respect of any availment hereunder or
         on its capital; or (iii) causing the Bank to make any payment or to
         forgo any return based on any amount received or receivable by the Bank
         hereunder or in respect of any availment hereunder, then upon demand
         from time to time the Borrower shall pay such amount as shall
         compensate the Bank for any such cost, reduction, payment or forgone
         return (collectively "Increased Costs") as such amounts are calculated
         in a certificate reasonably prepared by the Bank. The Bank agrees to
         provide written notice of any such increased costs.

         In the event of the Borrower becoming liable for such Increased Costs,
         the Borrower shall have the right to prepay in full, without penalty,
         the outstanding principal balance under the affected credit other than
         the face amount of any document or instrument issued or accepted by the
         Bank for the account of the Borrower, including, without limitation, a
         Letter of Credit, a Letter of Guarantee or a Bankers' Acceptance. Upon
         any such prepayment, the Borrower shall also pay the then accrued
         interest on the amount prepaid and the Increased Costs to the date of
         prepayment together with such amount as will compensate the Bank for
         the cost of any early termination of its funding arrangements in
         accordance with its normal practices, as such amounts are calculated in
         a certificate reasonably prepared by the Bank.


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Calculation and Payment of Bankers' Acceptance Fee

5.       The fee for the acceptance of each Bankers' Acceptance will be payable
         on the face amount of each Bankers' Acceptance at the time of
         acceptance of each draft calculated on the basis of a calendar year for
         the actual number of days elapsed from and including the date of
         acceptance to the due date of the draft.

Calculation and Payment of Standby Fee

6.       Standby fees shall be calculated daily and payable monthly on the basis
         of a calendar year for Canadian dollar credits and on the basis of a
         360 day year for U.S. dollar credits from the date of acceptance by the
         Borrower of this Commitment Letter.

Environment

7.       The Borrower agrees:

         (a)      to obey all applicable laws and requirements of any federal,
                  provincial, or any other governmental authority relating to
                  the environment and the operation of the business activities
                  of the Borrower;

         (b)      to allow the Bank upon reasonable prior notice and at
                  reasonable times access to the business premises of the
                  Borrower to monitor and inspect all property and business
                  activities of the Borrower;

         (c)      to notify the Bank from time to time of any business activity
                  conducted by the Borrower which involves the use or handling
                  of hazardous materials or wastes or which increases the
                  environmental liability of the Borrower in any material
                  manner;

         (d)      to notify the Bank of any proposed change in the use or
                  occupation of the property of the Borrower prior to any change
                  occurring;

         (e)      to provide the Bank with immediate written notice of any
                  environmental problem and any hazardous materials or
                  substances which have an adverse effect on the property,
                  equipment, or business activities of the Borrower and with any
                  other environmental information requested by the Bank from
                  time to time;

         (f)      to conduct all environmental remedial activities which a
                  commercially reasonable person would perform in similar
                  circumstances to meet its environmental responsibilities and
                  if the Borrower fails to do so, the Bank may perform such
                  activities; and

         (g)      to pay for any environmental investigations, assessments or
                  remedial activities with respect to any property of the
                  Borrower that may be performed for or by the Bank from time to
                  time, subject to written approval by the Borrower, which will
                  not be unreasonably withheld.



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         If the Borrower notifies the Bank of any specified activity or change
         or provides the Bank with any information pursuant to subsections (c),
         (d), or (e), or if the Bank receives any environmental information from
         other sources, the Bank, in its sole discretion, may decide that an
         adverse change in the environmental condition of the Borrower or any of
         the property, equipment, or business activities of the Borrower has
         occurred which decision will constitute, in the absence of manifest
         error, conclusive evidence of the adverse change. Following this
         decision being made by the Bank, the Bank shall notify the Borrower of
         the Bank's decision concerning the adverse change.

         If the Bank decides or is required to incur expenses in compliance or
         to verify the Borrower's compliance with applicable environmental or
         other regulations, the Borrower shall indemnify the Bank in respect of
         such expenses, which will constitute further advances by the Bank to
         the Borrower under this Agreement, subject to the stipulations noted in
         subsection (g).

Evidence of Indebtedness

8.       The Bank's accounts, books and records constitute, in the absence of
         manifest error, conclusive evidence of the advances made under this
         Credit, repayments on account thereof and the indebtedness of the
         Borrower to the Bank.

Acceleration

9.       (a)      All indebtedness and liability of the Borrower to the Bank
                  payable on demand, is repayable by the Borrower to the Bank at
                  any time on demand;

         (b)      All indebtedness and liability of the Borrower to the Bank not
                  payable on demand, shall, at the option of the Bank, become
                  immediately due and payable, the security held by the Bank
                  shall immediately become enforceable, and the obligation of
                  the Bank to make further advances or other accommodation
                  available under the Credits shall terminate, if any one of the
                  following Events of Default occurs:

                  (i)      the Borrower or any guarantor fails to make when due,
                           whether on demand or at a fixed payment date, by
                           acceleration or otherwise, any payment of interest,
                           principal, fees, commissions or other amounts payable
                           to the Bank;

                  (ii)     there is a breach by the Borrower or any guarantor of
                           any other term or condition contained in this
                           Commitment Letter or in any other agreement to which
                           the Borrower and/or any guarantor and the Bank are
                           parties;

                  (iii)    any default occurs under any security listed in this
                           Commitment Letter under the headings "Specific
                           Security" or "General Security" or under any other
                           credit, loan or security agreement to which the
                           Borrower and/or any guarantor is a party;

                  (iv)     any bankruptcy, re-organization, compromise,
                           arrangement, insolvency or liquidation proceedings or
                           other proceedings for the relief of debtors are
                           instituted by or against the Borrower or any
                           guarantor and, if instituted against the Borrower or
                           any guarantor, are allowed against or consented to by
                           the Borrower or any guarantor or are not dismissed or
                           stayed within 60 days after such institution;


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                  (v)      a receiver is appointed over any property of the
                           Borrower or any guarantor or any judgment or order or
                           any process of any court becomes enforceable against
                           the Borrower or any guarantor or any property of the
                           Borrower or any guarantor or any creditor takes
                           possession of any property of the Borrower or any
                           guarantor;

                  (vi)     any course of action is undertaken by the Borrower or
                           any guarantor or with respect to the Borrower or any
                           guarantor which would result in the Borrower's or
                           guarantor's reorganization, amalgamation or merger
                           with another corporation or the transfer of all or
                           substantially all of the Borrower's or any
                           guarantor's assets;

                  (vii)    any guarantee of indebtedness and liability under the
                           Credit Line is withdrawn, determined to be invalid or
                           otherwise rendered ineffective;

                  (viii)   any adverse change occurs in the environmental
                           condition of:

                           (A)      the Borrower or any guarantor of the
                                    Borrower; or

                           (B)      any property, equipment, or business
                                    activities of the Borrower or any guarantor
                                    of the Borrower.

Costs

10.      All costs, including legal and appraisal fees incurred by the Bank
         relative to security and other documentation and the enforcement
         thereof, shall be for the account of the Borrower and may be charged to
         the Borrower's deposit account when submitted.

Judgment Currency

11.      The obligations of the Borrower or any Guarantor shall be payable in
         (Canadian/US) Dollars. Such obligations shall not be discharged or
         satisfied by any tender or recovery pursuant to any judgment expressed
         in or converted into any other currency except to the extent to which
         such tender or recovery shall result in the effective receipt by the
         Bank of the full amount of (Canadian/US) Dollars so payable.
         Accordingly, the obligation of the Borrower shall be enforceable as an
         alternate or additional cause of action for the purpose of recovery in
         (Canadian/US) Dollars of the amount (if any) by which such effective
         receipt shall fall short of the full amount of (Canadian/U.S.) Dollars
         so payable and shall not be affected by any judgment being obtained for
         any other sum due hereunder.