AMENDED AND RESTATED



                                    BYLAWS OF



                                INGRAM MICRO INC.



                             (AS OF MARCH 23, 2004)

                                    * * * * *



                                    ARTICLE I



                                     OFFICES



         SECTION 1. REGISTERED OFFICE. The registered office shall be in the

City of Wilmington, County of New Castle, State of Delaware.



         SECTION 2. OTHER OFFICES. The Corporation may also have offices at such

other places both within and without the State of Delaware as the Board of

Directors may from time to time determine or the business of the Corporation may

require.



         SECTION 3. BOOKS. The books of the Corporation may be kept within or

without the State of Delaware as the Board of Directors may from time to time

determine or the business of the Corporation may require.



                                   ARTICLE II



                            MEETINGS OF STOCKHOLDERS



         SECTION 1. TIME AND PLACE OF MEETINGS. All meetings of stockholders

shall be held at such place, either within or without the State of Delaware, on

such date and at such time as may be determined from time to time by the Board

of Directors (or the chief executive officer in the absence of a designation by

the Board of Directors).



         SECTION 2. ANNUAL MEETINGS. Annual meetings of stockholders shall be

held to elect the Board of Directors and transact such other business as may

properly be brought before the meeting.



         SECTION 3. SPECIAL MEETINGS. Special meetings of stockholders may be

called by the Board of Directors or the chairman of the Board of Directors and

shall be called by the secretary at the request in writing of stockholders

having at least ten percent of the outstanding voting power of the Corporation.

Such request shall state the purpose or purposes of the proposed meeting.



         SECTION 4. NOTICE OF MEETINGS AND ADJOURNED MEETINGS; WAIVERS OF

NOTICE. (a) Whenever stockholders are required or permitted to take any action

at a meeting, a written notice



{PAGE}



of the meeting shall be given which shall state the place, date and hour of the

meeting, and, in the case of a special meeting, the purpose or purposes for

which the meeting is called. Unless otherwise provided by the General

Corporation Law of the State of Delaware as the same exists or may hereafter be

amended ("DELAWARE LAW"), such notice shall be given not less than 10 nor more

than 60 days before the date of the meeting to each stockholder of record

entitled to vote at such meeting. Business transacted at any special meeting of

stockholders shall be limited to the purposes stated in the notice. Unless these

Bylaws otherwise require, when a meeting is adjourned to another time or place

(whether or not a quorum is present), notice need not be given of the adjourned

meeting if the time and place thereof are announced at the meeting at which the

adjournment is taken; provided that if the adjournment is for more than 30 days,

or after the adjournment a new record date is fixed for the adjourned meeting, a

notice of the adjourned meeting shall be given to each stockholder of record

entitled to vote at the meeting. At the adjourned meeting, the Corporation may

transact any business which might have been transacted at the original meeting.



         (b) A written waiver of any such notice signed by the person entitled

thereto, whether before or after the time stated therein, shall be deemed

equivalent to notice. Attendance of a person at a meeting shall constitute a

waiver of notice of such meeting, except when the person attends the meeting for

the express purpose of objecting, at the beginning of the meeting, to the

transaction of any business because the meeting is not lawfully called or

convened.



         SECTION 5. QUORUM. Unless otherwise provided under the certificate of

incorporation or these Bylaws and subject to Delaware Law, the presence, in

person or by proxy, of the holders of a majority of the votes entitled to be

cast by the stockholders entitled to vote generally, shall constitute a quorum

for the transaction of business at any meeting of the stockholders; provided

that in the case of any vote to be taken by classes, the holders of a majority

of the votes entitled to be cast by the stockholders of a particular class shall

constitute a quorum for the transaction of business by such class.



         SECTION 6. VOTING. (a) Unless otherwise provided by Delaware Law or by

the certificate of incorporation, each stockholder of record of any class or

series of capital stock of the Corporation shall be entitled to such number of

votes for each share of such stock as may be fixed in the certificate of

incorporation or in the resolution or resolutions adopted by the Board of

Directors providing for the issuance of such stock.



         (b) Each stockholder entitled to vote at a meeting of stockholders or

to express consent or dissent to a corporate action in writing without a meeting

may authorize another person or persons to act for him by proxy, but no such

proxy shall be voted or acted upon after three years from its date, unless the

proxy provides for a longer period.



         (c) Unless otherwise provided by Delaware Law, the certificate of

incorporation or these Bylaws, the affirmative vote of shares of capital stock

of the Corporation representing a majority of the outstanding voting power of

the Corporation present, in person or by proxy, at a meeting of stockholders and

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