CONSULTING AGREEMENT


THIS CONSULTING  AGREEMENT (this  "Agreement"),  which includes Exhibit A hereto
which is incorporated  herein by this reference,  is entered into by and between
DAY RUNNER, INC., a Delaware corporation (the "Company"), and ALAN R. RACHLIN, a
resident  of  Virginia  who  is  operating  a  consulting  business  as  a  sole
proprietorship  ("Consultant"),  and shall be  effective as of November 22, 1999
(the "Effective Date").

NOW,  THEREFORE,  in  consideration  of the mutual  covenants and agreements set
forth herein, the receipt and sufficiency of which are hereby acknowledged,  the
Company and Consultant agree as follows:

         1. CONSULTANCY.  The Company hereby retains Consultant,  and Consultant
hereby accepts such retention,  upon the terms and subject to the conditions set
forth  herein,  commencing  as of November 22, 1999 and  continuing  through and
including November 21, 2000 (the "Term").  Consultant shall render such services
to the Company as an  independent  contractor,  and not as an  employee,  agent,
joint  venturer  or  otherwise.  Although  Consultant  is  an  attorney,  it  is
understood  that such services  shall be rendered as a consultant to, and not as
an attorney for, the Company.

         2. DUTIES.  Consultant shall make himself  available during the Term to
advise the Chairman and such Company  employees as he designates  with regard to
such  strategic  business  issues and  projects as he shall  select,  including,
without  limitation,  those  relating to new or existing  business  development,
strategic  and  tactical  planning,  corporate  finance or  business  aspects of
potential securities or other legal matters. Time devoted to Consultant's duties
as a member of the Company's Board of Directors and committees thereof shall not
be considered as consulting services under this Agreement.  The Company shall be
entitled to require  Consultant  to make himself  available up to 60 days during
the Term (but not more than 10 days in any single month) for the  performance of
consulting  services  hereunder  at  such  times  and  places  as  are  mutually
satisfactory  to the  Company  and  Consultant.  Consultant  will  travel to the
Company's  principal  offices as necessary to meet with  management but will not
otherwise be required to perform any of his duties outside of Virginia.

         3. COMPENSATION.  In consideration for his agreement herein to render
consulting  services to the Company, the Company agrees to compensate Consultant
in cash at the rate of $2,500 per day.

         4. EXPENSES.  Any and all expenses  incurred by Consultant in rendering
consulting  services  hereunder  shall be borne by Consultant,  such expenses to
include travel within the  Virginia-Washington  D.C.-area,  secretarial  support
(unless provided with the Chairman's  permission by an employee of the Company),
office  supplies,  telephone  (unless long distance),  overhead,  meals,  market
research,  seminars,  textbooks and computer time. The Company shall pay all its
own  expenses  incurred  by it in  connection  with  such  consulting  and shall
reimburse  Consultant for all long distance  telephone  charges and expenses for
travel  (including  transportation,  hotel,  meals and other reasonable  charges
resulting from such travel) outside of the Virginia-Washington D.C.-area and for
such other  expenses  as are  authorized  by the  Chairman  as  appropriate  for
reimbursement.

         5. TERMINATION.  Consultant's retention hereunder shall continue during
the  Term  unless  earlier   terminated  by  Consultant's  death  or  by  lawful
termination of this Agreement  after breach hereof by Consultant.  Neither party
may terminate this Agreement for breach except after providing written notice to
the other of the alleged breach (specifically  describing therein in full detail
the basis for such  alleged  breach) and  allowing 30 days after such notice for
the other party to cure such breach or cease breaching the Agreement.

         6.CONFIDENTIALITY. Consultant shall  execute on  the  date  hereof  and
send to the Company the Confidentiality Agreement attached hereto as Exhibit A
(the "Confidentiality Agreement").

         7.       MISCELLANEOUS.

                  7.1 Notices.  Except as otherwise  noted  herein,  all notices
pursuant to this Agreement  shall be in writing,  shall  specifically  reference
this  Agreement and shall be deemed duly sent and given upon actual  delivery to
and receipt by the relevant  party  (which in the case of the Company,  shall be
the Chairman).

                  7.2 Legal Advice and  Construction of Agreement.  Both parties
hereto have received  independent  legal advice with respect to, and neither has
relied upon the other (or his or its advisors) in, entering into this Agreement.

                  7.3 Entire Agreement.  This Agreement and the  Confidentiality
Agreement   constitute  a  single  integrated  contract  expressing  the  entire
agreement of the parties with respect to the subject matter hereof and supersede
all prior and  contemporaneous  oral and written agreements and discussions with
respect to the subject matter hereof.

                  7.4 Amendment and Waiver.  This  Agreement and each  provision
hereof  may be  amended,  modified,  supplemented  or  waived  only by a written
document  specifically  identifying  this  Agreement  and signed by both parties
hereto.

                  7.5  Specific  Performance.   Each  party  hereto  may  obtain
specific  performance  to  enforce  its/his  rights  hereunder  and  each  party
acknowledges  that  failure to fulfill  its/his  obligations  to the other party
hereto would result in irreparable harm.

                  7.6 Virginia Law. This  Agreement was negotiated and delivered
within the  Commonwealth  of  Virginia  and the rights  and  obligations  of the
parties  hereto shall be construed and enforced in accordance  with and governed
by the internal  (and not the conflict of laws) laws of Virginia  applicable  to
the  construction  and  enforcement  of contracts  between  parties  resident in
Virginia which are entered into and fully  performed in Virginia.  Any action or
proceeding  arising out of,  relating to or concerning  this Agreement  shall be
filed in the state courts of the County of Fairfax,  Commonwealth of Virginia or
in a U.S. District Court in the Eastern District of Virginia. The parties hereby
waive the right to object to such location on the basis of venue.

                  7.7  Attorney's  Fees. In the event a lawsuit is instituted by
either party concerning a dispute under this Agreement,  the prevailing party in
such lawsuit  shall be entitled to recover from the losing party all  reasonable
attorneys'  fees,  costs of suit and expenses  (including the  reasonable  fees,
costs and expenses of appeals),  in addition to whatever damages or other relief
the injured party is otherwise entitled to under law or equity.

                  7.8 Force  Majeure.  Neither  party  hereto shall be deemed in
default if its/his  performance of  obligations  hereunder is delayed or becomes
impossible or impracticable by reason of any act of God, war, fire,  earthquake,
strike,  civil  commotion,  epidemic,  or any other cause  beyond  such  party's
reasonable control.

                  7.9  Successors  and  Assigns.  Neither  party may assign this
Agreement or any of its/his rights or  obligations  hereunder to any third party
or entity, and this Agreement may not be involuntarily  assigned by operation of
law, without the prior written consent of the nonassigning  party, which consent
may be given or  withheld  by such  nonassigning  party in the sole  exercise of
its/his  discretion,  except that the Company  may assign  this  Agreement  to a
corporation  acquiring:  (1) 50% or more of the  Company's  capital  stock  in a
merger or  acquisition;  or (2) all or  substantially  all of the  assets of the
Company in a single  transaction;  and except that  Consultant  may  transfer or
assign  his  rights  under  this  Agreement  voluntarily,  involuntarily  or  by
operation  of law upon or as a result of his death to his heirs,  estate  and/or
personal  representative(s).  Any prohibited  assignment or attempted assignment
shall be null and void.  This  Agreement  shall be binding upon and inure to the
benefit of each of the parties hereto and their respective lawful successors and
permitted assigns.

                  7.10  Limitation  of Damages.  Except as  expressly  set forth
herein,  in any action or proceeding  arising out of,  relating to or concerning
this  Agreement,  including any claim of breach of contract,  liability shall be
limited to compensatory  damages,  proximately  caused by the breach and neither
party  shall,  under  any  circumstances,  be  liable  to the  other  party  for
consequential,  incidental,  indirect  or  special  damages,  including  but not
limited to lost profits or income,  even if such party has been  apprised of the
likelihood of such damages occurring.

                  7.11   Counterparts.   This   Agreement  may  be  executed  in
counterparts, each of which shall be deemed an original and which together shall
constitute one and the same instrument.

DAY RUNNER, INC.                                      ALAN R. RACHLIN

By:  /s/ Mark Vidovich                  Signature:  /s/ Alan R. Rachlin
     --------------------------                     ----------------------
      Mark Vidovich
      Chairman







                                    EXHIBIT A


                            CONFIDENTIALITY AGREEMENT


AGREEMENT,  dated and made  effective as of this 22nd day of November,  1999, by
and between Day Runner,  Inc., a Delaware corporation ("Discloser"), and Alan R.
Rachlin, a Virginia resident ("Disclosee");

WHEREAS,  Discloser  intends to provide  Disclosee  with  certain data and other
information possibly of a confidential or proprietary nature to Discloser; and

WHEREAS,  Discloser  considers  certain of this information  confidential but is
willing to provide such information to Disclosee on a confidential basis;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:

         1. For purposes of this Agreement, the term "Confidential  Information"
shall mean that  information of Discloser  which is disclosed to Disclosee under
the  Consulting  Agreement,  effective  as of the date hereof by and between the
Discloser and Disclosee and which is in written graphic, recorded,  photographic
or any machine readable form, and which is conspicuously marked as confidential.

         2. (a) Disclosee will use such Confidential Information for his own use
only and shall use the same degree of care he uses to protect and  safeguard the
confidentiality  of  his  own  proprietary  information  to  not  disclose  such
Confidential  Information  to any person or persons  other than his attorneys or
accountants. Disclosee covenants that such degree of care is reasonably designed
to protect the  confidentiality  of  Disclosee's  proprietary  and  confidential
information.

            (b)  Disclosee shall not be liable for disclosure of any such
 Confidential Information if the same:

                (i)      was in the public domain at the time it was disclosed;

                (ii)     was known to Disclosee prior to the time of disclosure;

                (iii)    is disclosed with the prior written approval of
Discloser;
                (iv)     is or becomes publicly known through no wrongful act of
Disclosee;

                (v)      is disclosed after two years from the date of this
Agreement;

                (vi)     was or is independently developed by Disclosee without
any use of the Confidential Information;

                (vii)    becomes  known  to  Disclosee  from a source other than
Discloser without breach of this Agreement by Disclosee;

                (viii)   is or has been  furnished  by  Discloser  to others not
in a  Confidential  relationship with Discloser without  restrictions similar
to or  stricter  than  those  herein  on the right  of  the Receiving  party  to
use or disclose;

                (ix)     is received by Disclosee after written notification to
Discloser that Disclosee will not accept any further information;

                (x)      is disclosed pursuant to the order or requirement of a
court, administrative agency, or other governmental body; or

               (xi)     is disclosed pursuant to litigation involving Disclosee
and relating to the information disclosed hereunder.

           (c) In the  event  of a  disclosure  under  subsection  (b)(x)
above,  Disclosee  shall  give  Disclosure  written  notice  of  such  order  or
requirement  as soon as  practicable  prior to  disclosure  of the  Confidential
Information.

         3.  The provisions of this Agreement shall  supersede the provisions
of any legends which may be affixed to any Confidential Information provided by
Discloser to Disclosee.

         4. This document  contains the entire agreement  between the parties as
to the subject  matter  hereof and  supersedes  any previous or  contemporaneous
understandings,  commitments or agreements,  oral or written, as to such subject
matter. This Agreement can only be amended by a written document executed by the
parties hereto.

         5. This Agreement shall be governed by the laws of the Commonwealth of
Virginia.











         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed  by  their  duly  authorized  representatives  as  of  the  date  first
above-written.

                                     Understood and Agreed:

"Discloser"                         "Disclosee"

DAY RUNNER, INC.                     ALAN R. RACHLIN


By: /s/ Mark Vidovich      Signature: /s/ Alan R. Rachlin
    ------------------                ------------------------------
     Mark Vidovich
     Chairman