EXHIBIT 10.4

                       DAISYTEK INTERNATIONAL CORPORATION
                               FIRST AMENDMENT TO
                   1998 AMENDED AND RESTATED STOCK OPTION PLAN


         1. During June 1998, Daisytek International Corporation, a Delaware
corporation (the "Company"), adopted the 1998 Amended and Restated Stock Option
Plan (the "Plan"). The Company desires to amend the Plan as set forth herein:

         2. Section 7.1 of the Plan is hereby amended to replace the last
sentence of such section with the following:

                  Notwithstanding the foregoing, the Committee may, in its sole
                  discretion, permit the transfer of any Non-Qualified Option,
                  in whole or in part, and the exercise thereof by any
                  transferee thereof.

         3. The remaining terms and provisions of the Plan shall continue in
full force and effect.

         4. This First Amendment to the Plan was adopted by the Board of
Directors of the Company on August 2, 2001.