EXHIBIT 4.2.1

                                BY-LAW AMENDMENT


         The following amendment to the By-laws of Daisytek International
Corporation ("Daisytek") was approved and adopted by the Board of Directors of
Daisytek by a unanimous written consent dated June 26, 2002. Section 2.9 of
ARTICLE TWO of the By-laws shall be deleted and restated in its entirety to read
as follows:

                  "2.9 Method of Voting; Proxies. Except as otherwise provided
         in the certificate of incorporation of the Corporation or by law, each
         outstanding share of capital stock, regardless of class, shall be
         entitled to one vote on each matter submitted to a vote at a meeting of
         stockholders. Elections of directors need not be by written ballot. At
         any meeting of stockholders, every stockholder having the right to vote
         may vote (a) in person, (b) by a proxy executed in writing by the
         stockholder or by his duly authorized attorney-in-fact or (c) by a
         proxy that is transmitted electronically, including, but not limited
         to, telephonic votes and votes over the internet, to the extent such
         electronic method of voting is permitted by Delaware Corporation Law.
         Each such proxy shall be filed with the Secretary of the Corporation
         before or at the time of the meeting. No proxy shall be valid after
         three years from the date of its execution, unless otherwise provided
         in the proxy. If no date is stated in a proxy, such proxy shall be
         presumed to have been executed on the date of the meeting at which it
         is to be voted. Each proxy shall be revocable unless expressly provided
         therein to be irrevocable and coupled with an interest sufficient in
         law to support an irrevocable power or unless otherwise made
         irrevocable by law."