DAY RUNNER, INC.
                                                                    EXHIBIT 10.8
SIXTH AMENDMENT TO CREDIT AGREEMENT

         THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this  "Amendment") is entered
into as of  September  1, 1997,  by and  between DAY  RUNNER,  INC.,  a Delaware
corporation("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").

RECITALS

         WHEREAS,  Borrower is currently  indebted to Bank pursuant to the terms
and conditions of that certain Credit Agreement  between Borrower and Bank dated
as of Nay 1, 1993, as amended from time to time ("Credit Agreement").

         WHEREAS,  Bank and Borrower have agreed to certain changes in the terms
and  conditions  set forth in the Credit  Agreement and have agreed to amend the
Credit Agreement to reflect said changes.

         NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are  hereby  acknowledged,  the  parties  hereto  agree that the Credit
Agreement shall be amended as follows:

         1. Section 1.1(a) is hereby  amended by deleting "Five Million  Dollars
($5,000,000.00)"  as the maximum  principal  amount  available under the Line of
Credit,   and  by  substituting   for  said  amount  "Fifteen   Million  Dollars
($15,000,000.00),"  with such  change to be  effective  upon the  execution  and
delivery to Bank of a  promissory  note  substantially  in the form of Exhibit A
attached  hereto (which  promissory note shall replace and be deemed the Line of
Credit Note defined in and made pursuant to the Credit  Agreement) and all other
contracts, instruments and documents required by Bank to evidence such change.

         2. Except as specifically  provided herein, all terms and conditions of
the  Credit  Agreement  remain  in full  force  and  effect,  without  waiver or
modification.  All terms  defined  in the Credit  Agreement  shall have the same
meaning when used in this  Amendment.  This  Amendment and the Credit  Agreement
shall be read together, as one document.

         3. Borrower hereby remakes all representations and warranties contained
in the Credit Agreement and reaffirms all covenants set forth therein.  Borrower
further certifies that as of the date of this Amendment there exists no Event of
Default  as defined in the Credit  Agreement,  nor any  condition,  act or event
which with the giving of notice or the passage of time or both would  constitute
any such Event of Default.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
as of the day and year first written above.


DAY RUNNER, INC                                            WELLS FARGO BANK,
 .                                                          NATIONAL ASSOCIATION

By:  /s/ Dennis Marquardt                                  /s/Clare Gurbach
Title:  Executive Vice President                           Vice President
                                - 2-


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TO: WELLS FARGO BANK, NATIONAL ASSOCIATION
 Authorization to Increase Borrowing Limit 

                   RESOLVED,  that Mark A. Vidovich,  Chief Executive Officer of
 the Company and Dennis K. Marquardt, Chief Financial Officer of the Company, or
 either of them,  be, and they hereby are,  authorized  to increase  the maximum
 amount which the Company may borrow  pursuant to that certain Credit  Agreement
 dated as of May 1, 1993 and the  collateral  agreements  thereto  between Wells
 Fargo Bank,  National  Association  ("Wells Fargo"),  and the Company,  each as
 amended to date  (collectively,  as amended to date,  the "Credit  Agreement"),
 from $5,000,000 to an amount not in excess of $15,000,000; 

                   RESOLVED  FURTHER,  that the Chief  Executive  Officer of the
 Company and Chief Financial Officer of the Company,  or either of them, be, and
 they hereby are, authorized and directed,  for and on behalf of the Company, to
 take all actions  necessary  to secure and  effectuate  the  increase in amount
 which the Company may borrow from Wells Fargo pursuant to the Credit Agreement,
 including  the  negotiation,  execution  and  delivery  to Wells  Fargo of such
 documents,  certificates,  and other  instruments  as may be  required by Wells
 Fargo

 CERTIFICATION

 I, Dennis K. Marquardt,  Corporate Secretary of DAY RUNNER, INC., a corporation
 created and existing under the laws of the state of DELAWARE, do hereby certify
 and  declare  that  the  foregoing  is a full,  true  and  correct  copy of the
 resolutions  duly  passed  and  adopted  by the  Board  of  Directors  of  said
 corporation,  by written  consent of all Directors of said  corporation or at a
 meeting of said Board duly and regularly called, noticed and held on August 19,
 1997, at which meeting a quorum of the Board of Directors was present and voted
 in favor of said  resolutions;  that said resolutions are now in full force and
 effect;  that there is no provision in the Articles of  Incorporation or Bylaws
 of said corporation,  or any shareholder  agreement,  limiting the power of the
 Board of Directors of said  corporation to pass the foregoing  resolutions  and
 that such resolutions are in conformity with the provisions of such Articles of
 Incorporation  and Bylaws;  and that no approval by the  shareholders of, or of
 the  outstanding  shares of, said  corporation  is required with respect to the
 matters  which are the  subject  of the  foregoing  resolutions.  IN  TESTIMONY
 WHEREOF,  I have  hereunto set my hand and affixed the  corporate  seal of said
 corporation as of September 19, 1997.
                                                    /s/ Dennis K. Marquardt
                                                    Corporate Secretary

 (SEAL)



<PAGE>




                          REVOLVING LINE OF CREDIT NOTE


$15,000,000.00                                          Los Angeles, California
September 1, 1997

FOR VALVE RECEIVED,  the undersigned DAY RUNNER, INC.  ("Borrower")  promises to
pay to the order of WELLS  FARGO  BANK,  NATIONAL  ASSOCIATION  ("Bank")  at its
office at Los Angeles RCBO,  333 South Grand Avenue,  Third Floor,  Los Angeles,
California, or at such other place as the holder hereof may designate, in lawful
money of the United States of America and in immediately  available  funds,  the
principal sum of Fifteen Million Dollars ($15,000,000.00), or so much thereof as
may be advanced and be  outstanding,  with interest  thereon,  to be computed on
each advance from the date of its disbursement as set forth herein.

DEFINITIONS:

As used  herein,  the  following  terms shall have the  meanings set forth after
each,  and any other term  defined in this Note shall have the meaning set forth
at the place defined:

         (a) "Business Day" means any day except a Saturday, Sunday or any other
day on which commercial banks in California are authorized or required by law to
close.

         (b) "Fixed Rate Term" means a period  commencing  on a Business Day and
continuing  for one (1) or two (2) months,  as  designated  by Borrower,  during
which all or a portion of the outstanding  principal  balance of this Note bears
interest determined in relation to LIBOR;  provided however,  that no Fixed Rate
Term may be selected  for a principal  amount  less than Five  Hundred  Thousand
Dollars  ($500,000.00);  and  provided  further,  that no Fixed  Rate Term shall
extend beyond the scheduled  maturity date hereof.  If any Fixed Rate Term would
end on a day which is not a  Business  Day,  then such  Fixed Rate Term shall be
extended to the next succeeding Business Day.

         (c) "LIBOR" means the rate per annum (rounded upward, if necessary,  to
the nearest whole 1/8 of 1%) and determined pursuant to the following formula:

                  LIBOR =          Base LIBOR
                          100% - LIBOR Reserve Percentage

         (i) "Base  LIBOR"  means the rate per annum for  United  States  dollar
deposits  quoted  by  Bank as the  Inter-Bank  Market  Offered  Rate,  with  the
understanding  that such rate is quoted by Bank for the  purpose of  calculating
effective rates of interest for loans making reference thereto, on the first day
of a Fixed  Rate  Term for  delivery  of funds on said date for a period of time
approximately  equal to the  number  of days in such  Fixed  Rate Term and in an
amount approximately equal to the principal amount to which such Fixed Rate Term
applies. Borrower understands and agrees that Bank may base its quotation of the
Inter-Bank  Market  Offered Rate upon such offers or other market  indicators of
the Inter-Bank Market as Bank in its discretion deems appropriate including, but
not  limited  to,  the rate  offered  for U.S.  dollar  deposits  on the  London
Inter-Bank Market.

         (ii) "LIBOR Reserve Percentage" means the reserve percentage prescribed
by the Board of Governors of the Federal  Reserve  System (or any successor) for
"Eurocurrency  Liabilities"  (as defined in Regulation D of the Federal  Reserve
Board,  as  amended),  adjusted  by Bank for  expected  changes in such  reserve
percentage during the applicable Fixed Rate Term.

         (d) "Prime Rate" means at any time the rate of interest  most  recently
announced  within  Bank at its  principal  office  as its Prime  Rate,  with the
understanding  that the Prime Rate is one of Bank's base rates and serves as the
basis upon which  effective  rates of interest  are  calculated  for those loans
making reference  thereto,  and is evidenced by the recording  thereof after its
announcement in such internal publication or publications as Bank may designate.

INTEREST:

         (a) Interest. The outstanding principal balance of this Note shall bear
interest  (computed on the basis of a 360-day year,  actual days elapsed) either
(i) at a fluctuating  rate per annum equal to the Prime Rate in effect from time
to time,  or (ii) at a fixed  rate per  annum  determined  by Bank to be one and
three  quarters  percent  (1.75%)  above LIBOR in effect on the first day of the
applicable Fixed Rate Term. When interest is determined in relation to the Prime
Rate, each change in the rate of interest  hereunder  shall become  effective on
the date each Prime Rate change is announced  within Bank.  With respect to each
LIBOR selection hereunder, Bank is hereby authorized to note the date, principal
amount,  interest rate and Fixed Rate Term  applicable  thereto and any payments
made  thereon on Bank's  books and records  (either  manually  or by  electronic
entry) and/or on any schedule  attached to this Note,  which  notations shall be
prima facie evidence of the accuracy of the information noted.

         (b) Selection of Interest Rate Options. At any time any portion of this
Note bears  interest  determined  in relation to LIBOR,  it may be  continued by
Borrower  at the end the Fixed  Rate Term  applicable  thereto  so that all or a
portion  thereof bears  interest  determined in relation to the Prime Rate or to
LIBOR for a new Fixed Rate Term designated by Borrower.  At any time any portion
of this Note bears interest  determined in relation to the Prime Rate,  Borrower
may convert all or a portion  thereof so that it bears  interest  determined  in
relation to LIBOR for a Fixed Rate Term designated by Borrower.  At such time as
Borrower  requests an advance  hereunder  or wishes to select a LIBOR option for
all or a portion of the outstanding  principal balance hereof, and at the end of
each Fixed Rate  Term,  Borrower  shall  give Bank  notice  specifying:  (i) the
interest rate option  selected by Borrower;  (ii) the principal  amount  subject
thereto; and (iii) for each LIBOR selection,  the length of the applicable Fixed
Rate Term. Any such notice may be given by telephone so long as, with respect to
each LIBOR selection,  (A) Bank receives written  confirmation from Borrower not
later than three (3) Business Days after such telephone notice is given, and (B)
such notice is given to Bank prior to 10:00 a.m.,  California time, on the first
day of the Fixed Rate Term. For each LIBOR option requested hereunder, Bank will
quote the  applicable  fixed  rate to  Borrower  at  approximately  10:00  a.m.,
California  time,  on the first day of the Fixed Rate Term. If Borrower does not
immediately  accept  the rate  quoted  by Bank,  any  subsequent  acceptance  by
Borrower shall be subject to a  redetermination  by Bank of the applicable fixed
rate; provided however,  that if Borrower fails to accept any such rate by 11:00
a.m.,  California  time, on the Business Day such  quotation is given,  then the
quoted  rate shall  expire and Bank shall have no  obligation  to permit a LIBOR
option to be selected on such day.  If no  specific  designation  of interest is
made at the time any advance is  requested  hereunder or at the end of any Fixed
Rate Term, Borrower shall be deemed to have made a Prime Rate interest selection
for such advance or the principal amount to which such Fixed Rate Term applied.

         (c) Additional LIBOR Provisions.

         (i) If Bank at any time shall  determine  that for any reason  adequate
and  reasonable  means do not  exist for  ascertaining  LIBOR,  then Bank  shall
promptly give notice thereof to Borrower. If such notice is given and until such
notice has been withdrawn by Bank,  then (A) no new LIBOR option may be selected
by Borrower,  and (B) any portion of the  outstanding  principal  balance hereof
which bears interest  determined in relation to LIBOR,  subsequent to the end of
the Fixed Rate Term  applicable  thereto,  shall  bear  interest  determined  in
relation to the Prime Rate.

         (ii) If any law, treaty,  rule,  regulation or determination of a court
or  governmental  authority or any change  therein or in the  interpretation  or
application  thereof  (each,  a "Change in Law") shall make it unlawful for Bank
(A) to make LIBOR options available hereunder, or (B) to maintain interest rates
based  on  LIBOR,  then in the  former  event,  any  obligation  of Bank to make
available such unlawful LIBOR options shall immediately be
         --3--


<PAGE>




cancelled, and in the latter event, any such unlawful LIBOR-based interest rates
then outstanding  shall be converted,  at Bank's option, so that interest on the
portion of the  outstanding  principal  balance subject thereto is determined in
relation to the Prime  Rate;  provided  however,  that if any such Change in Law
shall  permit  any  LIBOR-based  interest  rates to remain  in effect  until the
expiration  of the  Fixed  Rate Term  applicable  thereto,  then such  permitted
LIBOR-based interest rates shall continue in effect until the expiration of such
Fixed Rate Term.  Upon the occurrence of any of the foregoing  events,  Borrower
shall pay to Bank  immediately  upon demand such  amounts as may be certified to
Borrower by Bank in writing as necessary to compensate Bank for any fines, fees,
charges,  penalties  or other  costs  incurred  or  payable  by Bank as a result
thereof  and which are  attributable  to any LIBOR  options  made  available  to
Borrower  hereunder,  and any  reasonable  allocation  made by  Bank  among  its
operations shall be conclusive and binding upon Borrower.

         (iii) If any Change in Law or  compliance  by Bank with any  request or
directive  (whether  or not  having the force of law) from any  central  bank or
other governmental authority shall:

         (A) subject  Bank to any tax,  duty or other charge with respect to any
LIBOR options, or change the basis of taxation of payments to Bank of principal,
interest,  fees or any other amount payable hereunder (except for changes in the
rate of tax on the overall net income of Bank); or

         (B) impose,  modify or hold  applicable any reserve,  special  deposit,
compulsory loan or similar requirement against assets held by, deposits or other
liabilities  in or for the  account  of,  advances  or loans  by,  or any  other
acquisition of funds by any office of Bank; or

         (C)      impose on Bank any other condition;

and the  result  of any of the  foregoing  is to  increase  the  cost to Bank of
making, renewing or maintaining any LIBOR options hereunder and/or to reduce any
amount  receivable  by Bank in  connection  therewith,  then in any  such  case,
Borrower  shall pay to Bank such amounts as may be certified to Borrower by Bank
in writing as  necessary,  immediately  upon receipt of such  certification,  to
compensate Bank for any additional  costs incurred by Bank and/or  reductions in
amounts  received  by Bank  which are  attributable  to such LIBOR  options.  In
determining  which costs incurred by Bank and/or  reductions in amounts received
by Bank are  attributable  to any  LIBOR  options  made  available  to  Borrower
hereunder,  any reasonable allocation made by Bank among its operations shall be
conclusive and binding upon Borrower.
                               --4--


<PAGE>



                  (d) Payment of Interest.  Interest  accrued on this Note shall
be  payable in arrears  on the first day of each  month,  commencing  October 1,
1997.

         (e) Default Interest. From and after the maturity date of this Note, or
such earlier date as all principal  owing  hereunder  becomes due and payable by
acceleration or otherwise,  the outstanding principal balance of this Note shall
bear interest until paid in full at an increased rate per annum (computed on the
basis of a 360-day year,  actual days  elapsed)  equal to two percent (2%) above
the rate of interest from time to time applicable to this Note.

BORROWING AND REPAYMENT:

                  (a)  Borrowing and  Repayment.  Borrower may from time to time
during the term of this Note borrow,  partially or wholly repay its  outstanding
borrowings,  and  reborrow,  subject  to  all  of  the  limitations,  terms  and
conditions  of this Note and of any  document  executed  in  connection  with or
governing this Note;  provided  however,  that the total  outstanding  principal
amount of borrowings  under this Note shall not at any time exceed the principal
amount stated above. The unpaid principal balance of this obligation at any time
shall be the total  amounts  advanced  hereunder  by the holder  hereof less the
amount of principal  payments made hereon by or for any Borrower,  which balance
may be  endorsed  hereon  from  time  to  time by the  holder.  The  outstanding
principal  balance of this Note shall be due and  payable in full on November 1,
1997.

         (b) Advances.  Advances hereunder, to the total amount of the principal
sum stated  above,  may be made by the holder at the oral or written  request of
(i) Dennis K. Marquardt or James Freeman,  Jr. or Kevin Marquez or Mark Vidovich
or Ravi Shan, any one acting alone,  who are authorized to request  advances and
direct the disposition of any advances until written notice of the revocation of
such authority is received by the holder at the office designated above, or (ii)
any person,  with respect to advances  deposited to the credit of any account of
any  Borrower  with the holder,  which  advances,  when so  deposited,  shall be
conclusively  presumed to have been made to or for the benefit of each  Borrower
regardless  of the fact that  persons  other  than those  authorized  to request
advances may have authority to draw against such account.  The holder shall have
no  obligation to determine  whether any person  requesting an advance is or has
been authorized by any Borrower.

         (c)  Application  of Payments.  Each payment made on this Note shall be
credited  first,  to any  interest  then  due  and  second,  to the  outstanding
principal  balance hereof.  All payments  credited to principal shall be applied
first, to the


                               --5--


<PAGE>



outstanding  principal  balance of this Note which bears interest  determined in
relation to the Prime Rate,  if any, and second,  to the  outstanding  principal
balance of this-Note which bears interest  determined in relation to LIBOR, with
such payments applied to the oldest Fixed Rate Term first.

PREPAYMENT:

         (a) Prime Rate.  Borrower  may prepay  principal on any portion of this
Note which bears interest  determined in relation to the Prime Rate at any time,
in any amount and without penalty.

         (b) LIBOR.  Borrower  may prepay  principal on any portion of this Note
which  bears  interest  determined  in  relation to LIBOR at any time and in the
minimum amount of One Hundred Thousand Dollars ($100,000.00);  provided however,
that if the outstanding  principal  balance of such portion of this Note is less
than said amount,  the minimum prepayment amount shall be the entire outstanding
principal  balance  thereof.  In consideration of Bank providing this prepayment
option to  Borrower,  or if any such  portion of this Note shall  become due and
payable  at any time  prior to the last day of the Fixed  Rate  Term  applicable
thereto by  acceleration  or otherwise,  Borrower shall pay to Bank  immediately
upon demand a fee which is the sum of the  discounted  monthly  differences  for
each month from the month of  prepayment  through  the month in which such Fixed
Rate Term matures, calculated as follows for each such month:

         (i)  Determine  the amount of interest  which would have  accrued  each
month on the amount  prepaid at the interest rate  applicable to such amount had
it  remained  outstanding  until the last day of the Fixed Rate Term  applicable
thereto.

         (ii)  Subtract  from the amount  determined  in (i) above the amount of
interest  which would have accrued for the same month on the amount  prepaid for
the  remaining  term of such  Fixed  Rate Term at LIBOR in effect on the date of
prepayment  for new loans made for such term and in a principal  amount equal to
the amount prepaid.

     (iii)If  the result  obtained  in (ii) for any month is greater  than zero,
discount that  difference by LIBOR used in (ii) above.  . Borrower  acknowledges
that  prepayment of such amount may result in Bank incurring  additional  costs,
expenses  and/or  liabilities,  and that it is difficult  to ascertain  the full
extent of such costs, expenses and/or liabilities.  Borrower,  therefore, agrees
to pay the above-described prepayment fee and agrees that said amount represents
a reasonable estimate of the prepayment costs, 

                                 -6--


<PAGE>



expenses and/or liabilities of Bank. If Borrower fails to pay any prepayment fee
when due, the amount of such prepayment fee shall thereafter bear interest until
paid-at a rate per annum two  percent  (2%) above the Prime Rate in effect  from
time to time  (computed on the basis of a 360-day  year,  actual days  elapsed).
Each change in the rate of interest  on any such past due  prepayment  fee shall
become effective on the date each Prime Rate change is announced within Bank.

EVENTS OF DEFAULT:

This Note is made pursuant to and is subject to the terms and conditions of that
certain Credit  Agreement  between Borrower and Bank dated as of May 1, 1993, as
amended from time to time (the "Credit  Agreement").  Any default in the payment
or  performance  of any  obligation  under this Note,  or any  defined  event of
default under the Credit Agreement, shall constitute an "Event of Default" under
this Note.

MISCELLANEOUS:

(a) Remedies.  Upon the  occurrence of any Event of Default,  the holder of this
Note,  at the holder's  option,  may declare all sums of principal  and interest
outstanding  hereunder to be immediately  due and payable  without  presentment,
demand,  notice of  nonperformance,  notice  of  protest,  protest  or notice of
dishonor, all of which are expressly waived by Borrower, and the obligation,  if
any,  of the holder to extend any further  credit  hereunder  shall  immediately
cease and terminate.  Borrower shall pay to the holder  immediately  upon demand
the  full  amount  of all  payments,  advances,  charges,  costs  and  expenses,
including  reasonable  attorneys'  fees (to include outside counsel fees and all
allocated costs of the holder's in-house  counsel),  expended or incurred by the
holder in  connection  with the  enforcement  of the holder's  rights and/or the
collection  of any amounts  which become due to the holder under this Note,  and
the  prosecution  or  defense  of any  action in any way  related  to this Note,
including  without  limitation,  any  action  for  declaratory  relief,  whether
incurred  at the trial or  appellate  level,  in an  arbitration  proceeding  or
otherwise,  and including any of the foregoing  incurred in connection  with any
bankruptcy proceeding  (including without limitation,  any adversary proceeding,
contested  matter or motion  brought by Bank or any other  person)  relating  to
Borrower or any other person or entity.

(b)  Governing  Law.  This Note shall be governed by and construed in accordance
with the laws of the State of California.

--7--


<PAGE>



IN WITNESS WHEREOF,  the undersigned has executed this Note as of the date first
written above.


DAY RUNNER, INC.


/s/ Dennis Marquardt
Title:  Executive Vice President