Exhibit 10.13

                        WARRANT TO PURCHASE COMMON STOCK
                                       OF
                                DAY RUNNER, INC.


         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE  SECURITIES  ACT OF 1933 AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT
WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH
SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATING THERETO OR AN OPINION OF COUNSEL  SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.

                                                             Warrant to Purchase
                                             ____________ Shares of Common Stock


                                DAY RUNNER, INC.

                    INCORPORATED UNDER THE LAWS OF THE STATE

                                   OF DELAWARE

                           Void after August 19, 2007


         THE WARRANT  evidenced by this Certificate has been issued for good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged.

         THIS  CERTIFICATE  evidences  the  right of  ____________________  (the
"Holder") to purchase  ____________ shares of Common Stock, par value $0.001 per
share  (the  "Shares"),  of  Day  Runner,  Inc.,  a  Delaware  corporation  (the
"Company"),  at a price of $33.75 per Share, subject,  however, to the terms and
conditions hereinafter set forth.

         1. Definitions.  As used in this Certificate:

               (a)      "Warrant" shall mean the rights evidenced by this
                         Certificate.

               (b)      "Warrant Price" shall mean $33.75, as adjusted in
                         accordance with Section 5 hereof.

         2. Term of Warrant. The Warrant may be exercised only during the period
commencing  on August 19, 1997  through the close of business on August 19, 2007
(the "Warrant  Term") and may be exercised only in accordance with the terms and
conditions hereinafter set forth.

          3. Exercise of Warrant. The Warrant shall be exercisable as follows:

                   (a) Right to Exercise. The Warrant shall immediately vest and
become exercisable in full.

                   (b) Method of  Exercise;  Payment;  Issuance of New  Warrant;
Transfer and Exchange.  The Warrant may be exercised by the Holder,  in whole or
in part, by the surrender of this Certificate,  properly endorsed, with the form
of subscription attached to this Certificate duly executed by the Holder, at the
principal office of the Company,  and by the payment to the Company by certified
or cashier's  check of the then  applicable  Warrant Price.  In the event of any
exercise  of the  Warrant,  certificates  for the Shares so  purchased  shall be
delivered to the Holder  within a reasonable  time after the Warrant has been so
exercised and, unless the Warrant has expired,  a new  certificate  representing
the right to purchase the number of Shares,  if any,  with respect to which this
Warrant  shall not then have been  exercised  shall also be issued to the Holder
within such time. All such new  certificates  shall be dated the date hereof and
shall be  identical  to this  Certificate  except  as to the  number  of  Shares
issuable pursuant thereto.

                   (c)  Restrictions  on  Exercise.   The  Warrant  may  not  be
exercised if the issuance of the Shares upon such  exercise  would  constitute a
violation of any applicable  federal or state  securities  laws or other laws or
regulations.  As a condition  to the  exercise of the  Warrant,  the Company may
require the Holder to make such representations and warranties to the Company as
may be required by applicable law or regulation.

          4. Shares Fully Paid; Reservation of Shares. The Company covenants and
agrees that all Shares will,  upon issuance and payment in accordance  herewith,
be fully paid, validly issued and  nonassessable.  The Company further covenants
and agrees  that  during the  Warrant  Term the  Company  will at all times have
authorized and reserved for the purpose of issue upon exercise of the Warrant at
least the  maximum  number of Shares as are  issuable  upon the  exercise of the
Warrant.

          5.  Adjustment of Purchase Price and Number of Shares.  The number and
kind of securities  purchasable upon the exercise of the Warrant and the Warrant
Price shall be subject to  adjustment  from time to time upon the  happening  of
certain events, as follows:

                   (a) Consolidation, Merger or Reclassification. If the Company
at  any  time  while  the  Warrant  remains   outstanding  and  unexpired  shall
consolidate  with  or  merge  into  any  other  corporation,   or  sell  all  or
substantially all of its assets to another corporation,  or reclassify or in any
manner change the securities then  purchasable  upon the exercise of the Warrant
(any of which shall  constitute  a  "Reorganization"),  then lawful and adequate
provision shall be made whereby this Certificate  shall thereafter  evidence the
right to purchase such number and kind of securities and other property as would
have been issuable or  distributable on account of such  Reorganization  upon or
with  respect to the  securities  which were  purchasable  or would have  become
purchasable  under the Warrant  immediately  prior to such  Reorganization.  The
Company   shall  not  effect  any  such   Reorganization   unless  prior  to  or
simultaneously with the consummation thereof the successor corporation (if other
than the Company)  resulting  from such  Reorganization  shall assume by written
instrument  executed and mailed or delivered to the Holder,  at the last address
of the Holder  appearing on the books of the Company,  the obligation to deliver
to the Holder such shares of stock,  securities or assets as, in accordance with
the   foregoing   provisions,   the  Holder  may  be   entitled   to   purchase.
Notwithstanding  anything in this  Section 5(a) to the  contrary,  the prior two
sentences shall be inoperative and of no force and effect if upon the completion
of any such  Reorganization the stockholders of the Company immediately prior to
such event do not own at least 50% of the  equity  interest  of the  corporation
resulting from such Reorganization, in which case the Warrant or any unexercised
portion thereof shall expire upon the completion of such  Reorganization  if the
notice required by Section 5(e) hereof has been duly given.

                   (b)  Subdivision or Combination of Shares.  If the Company at
any time while the Warrant remains  outstanding and unexpired shall subdivide or
combine  its Common  Stock,  the  Warrant  Price shall be adjusted to that price
determined by multiplying the Warrant Price in effect  immediately prior to such
subdivision or combination by a fraction (i) the numerator of which shall be the
total number of shares of Common  Stock  outstanding  immediately  prior to such
subdivision or combination  and (ii) the denominator of which shall be the total
number of shares of Common Stock outstanding  immediately after such subdivision
or combination.

                   (c) Certain  Dividends and  Distributions.  If the Company at
any time while the Warrant is outstanding  and unexpired  shall take a record of
the holders of its Common Stock for the purpose of:

                            (i) Stock  Dividends.  Entitling  them to  receive a
                  dividend   payable   in,   or   other   distribution   without
                  consideration  of, Common Stock,  then the Warrant Price shall
                  be  adjusted  to that  price  determined  by  multiplying  the
                  Warrant Price in effect  immediately prior to each dividend or
                  distribution by a fraction (A) the numerator of which shall be
                  the  total  number  of  shares  of  Common  Stock  outstanding
                  immediately prior to such dividend or distribution and (B) the
                  denominator  of which  shall be the total  number of shares of
                  Common Stock  outstanding  immediately  after such dividend or
                  distribution; or

                            (ii) Distribution of Assets, Securities, etc. Making
                  any  distribution  without  consideration  with respect to its
                  Common Stock (other than a cash  dividend)  payable other than
                  in its Common  Stock,  the  Holder  shall,  upon the  exercise
                  hereof,  be entitled to receive,  in addition to the number of
                  Shares  receivable upon such exercise,  and without payment of
                  any  additional   consideration   therefor,   such  assets  or
                  securities  as would have been  payable to the Holder as owner
                  of that number of Shares receivable by exercise of the Warrant
                  had the Holder been the holder of record of such Shares on the
                  record  date  for  such   distribution,   and  an  appropriate
                  provision   therefor   shall  be  made  a  part  of  any  such
                  distribution.

                   (d) Adjustment of Number of Shares.  Upon each  adjustment in
the Warrant Price pursuant to  Subsections  (b) or (c)(i) of this Section 5, the
number  of  Shares  purchasable  hereunder  shall  be  adjusted  to that  number
determined by multiplying the number of Shares  purchasable upon the exercise of
the Warrant immediately prior to such adjustment by a fraction, the numerator of
which shall be the Warrant Price  immediately  prior to such  adjustment and the
denominator  of which  shall be the Warrant  Price  immediately  following  such
adjustment.

                   (e) Notice. In case at any time during the Warrant Term:

                            (i) The Company  shall pay any  dividend  payable in
                  stock  upon  its  Common  Stock  or  make  any   distribution,
                  excluding a cash dividend, to the holders of its Common Stock;

                            (ii) The Company  shall offer for  subscription  pro
                  rata to the holders of its Common Stock any additional  shares
                  of stock of any class or other rights;

                            (iii)  There  shall be any  reclassification  of the
                  Common Stock of the Company, or consolidation or merger of the
                  Company  with,  or  sale  of all or  substantially  all of its
                  assets to, another corporation; or

                            (iv)  There  shall  be a  voluntary  or  involuntary
                  dissolution, liquidation or winding up of the Company;

          then, in any one or more of such cases,  the Company shall give to the
Holder at least ten  days'  prior  written  notice  (or,  in the event of notice
pursuant to Section  5(e)(iii),  at least 30 days' prior written  notice) of the
date on which the books of the Company  shall  close or a record  shall be taken
for such dividend, distribution or subscription rights or for determining rights
to vote in respect to any such  reclassification,  consolidation,  merger, sale,
dissolution,  liquidation or winding up. Such notice shall also specify,  in the
case of any such dividend,  distribution  or  subscription  rights,  the date on
which the holders of Common  Stock shall be  entitled  thereto,  and such notice
shall  also  specify  the date on which the  holders  of Common  Stock  shall be
entitled  to  exchange  their  Common  Stock for  securities  or other  property
deliverable   upon   such   reclassification,   consolidation,   merger,   sale,
dissolution,  liquidation  or winding up, as the case may be. Each such  written
notice shall be given personally or by first-class, registered or certified mail
or similar delivery  service,  postage  prepaid,  addressed to the Holder at the
address of the Holder as shown on the books of the Company.

                   (f) No Change in  Certificate.  The form of this  Certificate
need not be changed  because of any  adjustment  in the Warrant  Price or in the
number of Shares  purchasable  upon  exercise of any or all of the Warrant.  The
Warrant  Price or the  number  of  Shares  shall be  considered  to have been so
changed as of the close of business on the date of adjustment.

          6.  Fractional   Shares.  No  fractional  Shares  will  be  issued  in
connection with any exercise of the Warrant,  rather, in lieu of such fractional
Shares,  the Company  shall make a cash payment  therefor  upon the basis of the
fair market value of the Shares at the time of such  exercise,  as determined in
good faith by the Company's Board of Directors.

          7.  Nontransferability  of  Warrant.  The  Warrant  may  not be  sold,
pledged,  assigned,  hypothecated,  gifted,  transferred  or  disposed of in any
manner either  voluntarily or  involuntarily  by operation of law, other than by
will or by the laws of descent  and  distribution  or  pursuant  to a  qualified
domestic  relations  order, as defined by the Internal  Revenue Code of 1986, as
amended,  or the rules  thereunder,  and may be exercised during the lifetime of
the  Holder  only by the  Holder.  Subject  to the  foregoing,  the terms of the
Warrant shall be binding upon the executors,  administrators,  heirs, successors
and assigns of the Holder.

          8. No Rights as Stockholder. The holder of the Warrant, as such, shall
not be entitled to vote or receive  dividends or be considered a stockholder  of
the Company for any purpose,  nor shall  anything in the Warrant be construed to
confer on such holder,  as such,  any rights of a stockholder  of the Company or
any right to vote, give or withhold consent to any corporate  action, to receive
notice of meetings of stockholders,  to receive dividends or subscription rights
or otherwise.

          9.       Miscellaneous Provisions.

                   (a)   Replacement.   On   receipt  of   evidence   reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of the
Warrant  and,  in the case of loss,  theft or  destruction,  on  delivery of any
indemnity  agreement or bond  reasonably  satisfactory in form and amount to the
Company or, in the case of  mutilation,  on surrender  and  cancellation  of the
Warrant,  the Company at its expense will  execute and  deliver,  in lieu of the
Warrant, a new Warrant of like tenor.

                   (b)  Governing  Law.  The  Warrant  shall be  governed by and
construed and enforced in accordance  with the internal  laws,  and not the laws
pertaining to choice or conflicts of laws, of the State of Delaware.

Dated as of August 19, 1997.


                                       DAY RUNNER, INC.



                                   By:    /s/ Mark A. Vidovich
                                       ---------------------------------
                                       Mark A. Vidovich, Chief Executive Officer

ATTEST:



    /s/ Dennis K. Marquardt
    ---------------------------
    Dennis K. Marquardt, Secretary



<PAGE>





                                DAY RUNNER, INC.

                                SUBSCRIPTION FORM

         (To be completed and signed only upon exercise of the Warrant)


TO:      Day Runner, Inc.
         15295 Alton Parkway
         Irvine, CA  92718

         Attention: Secretary


         The undersigned, the holder of the attached Warrant, hereby irrevocably
elects to exercise the right of purchase represented by such Warrant for, and to
purchase  thereunder,  _______*  shares of Day  Runner,  Inc.  Common  Stock and
herewith makes payment of $___________  for those shares,  and requests that the
certificate(s) for those shares be issued in the name of and delivered to:

                         (Please print name and address)

                                        -----------------------------------

                                        -----------------------------------

                                        -----------------------------------

                                        -----------------------------------




Dated:
                                         Signature


                                         Print Name

<PAGE>




                           SCHEDULE OF WARRANTHOLDERS

                                                                 No. of Shares
Name of Officer                                               Subject to Warrant
---------------                                               ------------------

Mark Vidovich ..................................................     15,000
Dennis Marquardt ...............................................     15,000
Dennis Baglama .................................................     15,000
Ron Bianco .....................................................     15,000
Stan Littley ...................................................     15,000
Judy Tucker ....................................................     15,000
John Kirkland ..................................................      5,000
                                                                     ------
                                    TOTAL ......................     95,000
                                                                     ======



--------
     * Insert  here the number of shares  called for on the face of the  Warrant
(or in the case of partial  exercise,  that  portion as to which the  Warrant is
being  exercised),  without making any adjustment for additional Common Stock or
any other securities or property which,  under the adjustment  provisions of the
Warrant, may be deliverable upon exercise.