BY-LAW -- AMENDMENTS

                  The following amendments to the By-laws of Daisytek
International Corporation ("Daisytek") were approved and adopted by the Board of
Directors of Daisytek at a special meeting of the board held on October 15,
1999.

                  Section 2.2 of ARTICLE TWO of the By-Laws shall be deleted and
restated in its entirety to read as follows:

         "A special meeting of the stockholders may be called only (i) by the
         board of directors pursuant to a resolution adopted by a majority of
         the Classified Directors (as defined in Section 3.2 hereof) then
         serving, (ii) by the Chairman of the Board, or (iii) subject to the
         procedures set forth in this Section 2.2, pursuant to a request of
         holders of 25% of the outstanding shares of capital stock of the
         Corporation then entitled to vote on any matter for which the special
         meeting is being called (considered for this purpose as one class).
         Upon request in writing sent by registered mail to the Chairman of the
         Board or the President by any stockholder or stockholders entitled to
         call a special meeting of the stockholders pursuant to this Section
         2.2, the board of directors shall determine a place and time for such
         meeting, which time shall not be less than ninety (90) nor more than
         one hundred and twenty (120) days after the receipt and determination
         of the validity of such request, and a record date for the
         determination of stockholders entitled to vote at such meeting in the
         manner set forth in Section 2.10 hereof. Following such receipt and
         determination, it shall be the duty of the Secretary to cause notice to
         be given to the stockholders entitled to vote at such meeting, in the
         manner set forth in Section 2.4 hereof, that a meeting will be held at
         the time and place so determined."

                  Section 2.5(c) of ARTICLE TWO of the By-Laws shall be amended
by replacing the second sentence of said section with the following sentence:

         "To be timely in the case of an annual meeting, a stockholder's notice
         must be received at the principal executive offices of the Corporation
         not less than 90 days before the first anniversary of the preceding
         year's annual meeting."

                  Section 3.2 of ARTICLE THREE of the By-Laws shall be amended
by inserting the following sentence as the second sentence of said section:


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         "The exact number of directors within the minimum and maximum
         limitations specified in the preceding sentence shall be fixed from
         time to time by resolution adopted by a majority of the entire Board
         then in office, whether or not present at a meeting."