Exhibit 10.1
                              AMENDED AND RESTATED
                             OFFICER SEVERANCE PLAN

1.       Purpose.

         The Day Runner,  Inc. Officer  Severance Plan (this "Plan") is intended
to provide  severance  benefits to salaried  officers of Day Runner,  Inc. ("Day
Runner" or the  "Company")  who shall become  eligible  for benefits  under this
plan.  The  purpose  of this Plan is to  provide  payments  to  assist  Eligible
Officers during the transition  period following  involuntary loss of employment
under  circumstances  outlined  in this Plan.  The  provisions  herein are being
offered  and  provided  at the sole  discretion  of the  Company.  This Plan was
adopted effective  February 28, 1993, amended effective August 17, 1998 and July
14, 1998 and amended and restated effective March 19, 2001.

2.       Definitions.

         As used  herein,  the terms  identified  below shall have the  meanings
indicated:

     (a)  "Administrator"  means  the  Compensation  Committee  of the  Board of
Directors  of the Company (or such other  committee  as may be  appointed by the
Board to administer this Plan) and in the absence of any such  committee,  shall
mean the Board of Directors of the Company.

     (b) "Board" means the Board of Directors of the Company.

     (c)  "Cause"  termination  by Day  Runner of an  officer's  employment  for
"Cause" means termination as a result of:

     (i) death or long-term disability;

     (ii) a course of persistent conduct amounting to gross incompetence;

     (iii) any absence  (excluding  vacations,  sick leave or leaves of absence)
from work for more than ten consecutive  work days or chronic absences from work
(also excluding  vacations,  sick leave or leaves of absence),  all of which are
neither authorized, justified nor excused;

     (iv) willful and persistent  refusal or failure,  after  multiple  explicit
written notices and reasonable time to comply, to perform material,  appropriate
duties or to follow important Company policies;

     (v) refusal, after explicit multiple written notices and reasonable time to
comply, to obey any lawful resolution of the Board;

     (vi)  embezzlement  or other  unlawful  appropriation  of property or other
asset of the Company or unlawful appropriation of a corporate opportunity of the
Company;

     (vii) offer,  payment,  solicitation or acceptance of any unlawful bribe or
kickback with respect to the Company's business;

     (viii)  indictment  or  conviction  of the officer for or the entering of a
plea of  nolo  contendere  with  respect  to any  felony  whatsoever  or for any
misdemeanor involving moral turpitude;

     (ix) any act or failure to act by the  officer  that is widely  reported in
the general or trade press or otherwise and which act or failure to act involves
conduct that is illegal or generally considered immoral or scandalous;

     (x) any  intentional  material  breach of the officer's  obligations to the
Company under any  nondisclosure  or  proprietary  rights  agreement  with or on
behalf of the Company or any material  unauthorized  disclosure of any important
and confidential information of the Company; or

     (xi) unlawful use  (including  being under the  influence) or possession of
illegal drugs on Company premises.

     (d)  "Change in  Control" a "Change in  Control"  of the  Company  shall be
deemed to have occurred at such time

     as (i) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of
the  Securities  Exchange Act of 1934 (the  "Exchange  Act"))  becomes after the
effective  date of this Plan the  "beneficial  owner" (as  defined in Rule 13d-3
under the Exchange Act),  directly or  indirectly,  of securities of the Company
representing  50% or more of the  combined  voting power of the  Company's  then
outstanding  securities;  (ii)  during  any  period  of 12  consecutive  months,
individuals  who at the beginning of such period  constitute the Board cease for
any reason to constitute at least a majority  thereof  unless a majority of such
directors at the end of such period is  comprised of persons who were  directors
at  the  beginning  of  such  period  plus  persons  elected  by a  vote  of the
shareholders of the Company or by a vote of at least a majority of the directors
then still in office who were  directors at the  beginning of the period;  (iii)
the  closing  of a  merger  or  consolidation  of the  Company  with  any  other
corporation,  other than a merger or  consolidation  which  would  result in the
voting  securities  of  the  Company   outstanding   immediately  prior  thereto
continuing to represent  (either by remaining  outstanding or by being converted
into voting  securities of the  surviving  entity) more than 50% of the combined
voting power of the voting  securities of the Company or such  surviving  entity
outstanding  immediately  after  such  merger  or  consolidation;  or  (iv)  the
shareholders  of the Company  approve a plan of liquidation of the Company or an
agreement  for the sale or  disposition  (other than in the  ordinary  course of
business) by the Company of all or substantially all of the Company's assets (or
any transaction having essentially the same effect).

     (e) "Eligible Officers" mean those salaried employees of Day Runner who are
duly elected or appointed officers of the Company.

     (f) "Employment  Period" means the aggregate period of time during which an
individual has been employed as a duly elected or appointed  officer) other than
solely as Chairman of the Board,  Secretary and/or  Assistant  Secretary) by the
Company prior the Termination Date.

     (g) "Good  Reason"  means,  without  the  express  written  consent  of the
officer,  the occurrence  after, or concurrently in connection with, a Change of
Control of the Company of any of the following:

     (i) a reduction by the Company (or the surviving and controlling company if
other than the Company (the  "Acquiror") in the officer's  annual base salary as
in effect on the date immediately prior to the Change in Control of the Company;

     (ii) the Company or the Acquiror  requiring the officer to be based for six
months  or more at the  Company  office  more than 30 miles  from the  Company's
offices at which such officer was principally  employed immediately prior to the
date of the Change in Control of the Company except for required and appropriate
travel on the Company's or the  Acquiror's  business to an extent  substantially
consistent with officer's business travel  obligations  immediately prior to the
Change in Control of the Company;

     (iii) the  assignment to the officer of duties  significantly  inconsistent
with the position in the Company that such officer held immediately prior to the
Change in Control  of the  Company,  or a  significantly  adverse  change in the
nature or status of the  officer's  responsibilities  or the  conditions  of the
officer's  employment from those in effect  immediately  prior to such Change in
Control;

     (iv) the failure by the  Company or the  Acquiror to continue in effect any
compensation  or benefit plan or perquisites  in which the officer  participates
immediately  prior to the Change in Control of the Company  which is material to
the  officer's  total  compensation,  unless  an  at  least  equally  beneficial
arrangement  (embodied in an ongoing,  substitute or alternative  plan) has been
made with respect to such plan, or the failure by the Company or the Acquiror to
continue such officer's participation therein (or in such ongoing, substitute or
alternative plan) on a basis at least as favorable,  both in terms of the amount
of benefits  provided and the level of the officer's  participation  relative to
comparably situated participants, as existed immediately prior to such Change in
Control; or

     (v) the failure by the  Company or the  Acquiror to continue to provide the
officer with  benefits  substantially  similar to those  enjoyed by such officer
under  any of the  Company's  life  insurance,  medical,  dental,  accident,  or
disability  plans in which the officer was  participating  immediately  prior to
such Change in Control of the Company or the taking of any action by the Company
or the Acquiror which would directly or indirectly materially reduce any of such
benefits.

     (h) "Sale Event" means the occurrence of any of the following  events:  (i)
the sale or the  disposition by the Company of  substantially  all of its assets
other than Filofax Group, Ltd. and the business  operations related thereto,  or
by all of the Company's  subsidiaries  (other than Filofax  Group,  Ltd. and the
business  operations  related thereto) of substantially  all of their assets, to
one or more  unrelated  third  "persons" (as such term is used in Sections 13(d)
and  14(d)(2) of the  Exchange  Act) in a single  transaction  or in a series of
related  transactions;  (ii) the merger or  consolidation of the Company with or
into another  corporation in which the  "beneficial  owners" (as defined in Rule
13d-3 under the Exchange  Act) of more than 50% of the combined  voting power of
the Company's  outstanding  voting securities  immediately before such merger or
consolidation  are not the  beneficial  owners of more than 50% of the  combined
voting power of the outstanding  voting securities of the surviving  corporation
immediately  after such merger or  consolidation;  or (iii) the  transfer to any
unrelated  third  person,  in a  single  transaction  or  a  series  of  related
transactions,   of  the  beneficial  ownership  of  securities  of  the  Company
representing  more than 50% of the combined  voting power of the Company's  then
outstanding securities.

     For  purpose of  determining  whether a Sale Event has  occurred,  a person
shall  not  be  deemed  to be an  unrelated  third  person  if (A)  such  person
beneficially  owned more than 50% of the combined  voting power of the Company's
outstanding  voting securities  immediately  before the transaction in question,
(B)  the  Company  owns  more  than  50% of the  combined  voting  power  of the
outstanding  voting  securities  of such  person,  or (C)  more  than 50% of the
combined  voting power of the outstanding  voting  securities of such person are
beneficially  owned,  directly or indirectly,  by beneficial owners of more than
50% of the combined voting power of the Company's  outstanding voting securities
immediately before the transaction in question. Furthermore, no Sale Event shall
be  deemed to occur  upon the  transfer,  through  any  foreclosure,  bankruptcy
filing,  or similar event, of the outstanding  voting securities of the Company,
or of the assets of the Company or any of its  subsidiaries,  to any bank or any
financial  institution  which  is a  creditor  of  the  Company  or  any  of its
subsidiaries, or to an affiliate of any such bank or financial institution.
<PAGE>

     (i)  "Termination  Date" means the date on which an Eligible Officer ceases
to be a duly elected or appointed officer of the Company.

3.       Eligibility.

     (a) Only Eligible Officers shall be eligible to receive benefits under this
Plan.

     (b) Day Runner will pay  severance  benefits  under this Plan on account of
the termination of an Eligible Officer's  employment with Day Runner only if the
conditions  set  forth  in  Section  5 are  fulfilled  and such  termination  is
non-temporary and:

     (j) the result of a reduction in force (an involuntary  separation  without
Cause and due to elimination of position or a layoff of personnel);

     (ii) the  result  of Day  Runner's  belief  that the  officer  is unable to
fulfill or is not fulfilling the  requirements  of or should not hold an officer
position for a reason other than for Cause;

     (iii) the result of such officer having submitted to the Company his or her
written  resignation or offer of  resignation  (even if such indicates that such
resignation is  "voluntary")  upon and in accordance with (A) the request by the
Board in writing or pursuant to a duly  adopted  resolution  of the Board or (B)
with respect to all Eligible  Officers other than the Chief Executive Officer of
the Company, the written request of the Chief Executive Officer of the Company;

     (iv) the  result of a  divestment  by Day Runner of the  operating  unit in
which such  officer  works and which unit is sold,  conveyed or  transferred  to
another corporation (whether in connection with a sale of assets, stock or other
form of transaction) and the officer is not offered  employment by the acquiring
corporation on substantially  the same or comparable terms and conditions as his
or her employment with Day Runner;

     (v) the result of an otherwise voluntary  separation  following the Company
requiring  the officer to be based for six months or more at the Company  office
more  than 30 miles  from  the  Company's  offices  at which  such  officer  was
principally  employed and such officer  declines to relocate except for required
and appropriate travel on the Company's  business  consistent with the officer's
appropriate business travel obligations;

     (vi)  the  result  of an  otherwise  voluntary  separation  within  30 days
following  a  reduction  by the Company of the  Eligible  Officer's  annual base
salary as in effect from time to time; or

     (vii) for the  convenience  of Day Runner or otherwise for any reason other
than one or more of the reasons set forth in Section 3(c).

     (c)  Notwithstanding  Section 3(b), Day Runner will not be obligated to pay
severance benefits to an Eligible Officer if the termination is the result of:

     (i) voluntary separation (a separation,  including retirement, initiated by
the   officer),   other  than  a  voluntary   separation   pursuant  to  Section
3(b)(ii)-(vi) hereof;

     (ii)  retirement  (other than at the time of  reduction  in force and other
than as a result of Section 3(b)(iii)), whether early retirement,  retirement at
normal retirement age or retirement following normal retirement age;

     (iii) the Company having terminated such officer's employment for Cause; or

     (iv) the removal of an Eligible Officer from one or more officer  positions
but such officer is offered and accepts (and  continuing  to work at the Company
in such new  officer  position  shall,  among  other  methods,  be a  method  of
acceptance) one or more other officer  positions (other than merely Secretary or
Assistant Secretary) at the Company.
<PAGE>

4.       Amount and Payment of Benefits.

     (a) Severance Compensation.  An eligible Officer who is entitled to receive
severance  benefits under this Plan shall receive one month of severance pay for
every  partial  or full year of the  Employment  Period  (up to a maximum of ten
years) plus a Sale Severance  Bonus,  if  applicable,  (determined in accordance
with Section 4(h) below).

     (b) Severance  Bonus.  The amount of severance  bonus shall be based on the
highest  office of the Company  attained by the Eligible  Officer at or prior to
the  Termination  Date and shall be determined in accordance  with the following
schedule:


                                                HIGHEST  OFFICE  ATTAINED

                                                ASST. VP/   SVP/EVP/
                                                   VP       COO       PRES/CEO
                                                ------------------------------

                  No. of Months of
                  Severance Bonus.............  3 months   4 months   5 months

     (c)  Severance  Pay. An  officer's  gross  monthly rate for  severance  pay
purposes will be the highest rate of annual  compensation  of the officer during
the Employment  Period divided by 12. For purposes of determining  the severance
pay to which an  Eligible  Officer  is  entitled  under  this  Plan,  the annual
compensation  shall include only base salary and automobile  allowance and shall
not include  any other  compensation  (e.g.,  bonuses,  incentive  compensation,
commission payments,  pension payments,  relocation assistance payments,  401(k)
matching  contributions,  any gain realized in connection  with a stock or stock
option program of Day Runner or any similar payments).

     (d)  Method  of  Payment.  Except  in the  event  of a Change  of  Control,
severance  payments  will be  made  in  installments,  less  applicable  payroll
withholding  taxes,  according to the payroll schedule then in effect.  Payments
shall  commence  on the first  regular  payday  not less than 30 days  after the
officer's  Termination  Date.  In the  event of a Change of  Control,  severance
payments  shall be made in a lump sum upon the  effective  date of the Agreement
(as defined herein) between the Eligible Officer and the Company.

     (e) Other  Benefit  Plans To the extent,  if any,  the  terminated  officer
remains  eligible after  separation from employment  under the provisions of Day
Runner's  various  benefit  plans  as in  effect  from  time to time  and  under
applicable  law, such officer may elect to continue his or her medical,  health,
disability  and insurance  benefits (at such  officer's  expense) for the period
during which such officer is entitled to receive  severance  pay under this Plan
under  the same  terms  and  conditions  as prior  to such  separation.  Related
deductions  will be withheld from severance pay, and if such pay is insufficient
to cover such deductions,  then the officer,  as a condition to participating in
such plans and upon notice from the Company,  must pay in advance to the Company
the amount of any such deficiency. Thereafter, or if such terminated officer was
not eligible to continue his or her benefits after  separation from  employment,
the officer may purchase (at such officer's  expense)  continuation  health care
coverage  under Day Runner's  group health  plan(s)  from the  Company's  health
insurance  carrier to the extent he or she is  entitled  to do so as a matter of
right under federal or state law.

     (f) Vacation  Pay. A terminated  employee will be promptly paid for accrued
and unused vacation entitlement on and through the Termination Date.

     (g) Offset. To the maximum extent permitted by law,  severance payments due
may be offset by the Company  against any and all amounts due the Company by the
terminated officer.

     (h) Sale Severance  Bonus.  The Sale Severance  Bonus shall be paid only to
the Eligible  Officers  identified  below  (determined  as of their  Termination
Dates), in the amounts determined in accordance with the following schedule, and
conditioned upon (i) a Sale Event occurring on or before June 30, 2001, and (ii)
the  Termination  Date of each  Eligible  Officer  occurring  during  the period
beginning 30 days before and ending one year after,  the  occurrence of the Sale
Event.


                      Title of                              Number of Months of
                  Eligible Officer                          Sale Severance Bonus
                  ----------------                          --------------------

                       CFO                                        4 months

                       COO                                        1 month

                       VP, General Counsel & H.R.                  2 months



5.       Condition Precedent to Severance Benefits.

     (a)  Notwithstanding  anything herein to the contrary and in  consideration
for and as a  condition  precedent  to the  payment  of  severance  or any other
benefits  under this Plan,  an Eligible  Officer  otherwise  entitled to receive
payments or benefits  under this Plan shall,  following  his or her  Termination
Date,  execute and deliver to the Company a written  separation  agreement  (the
"Agreement"),  in the form of agreement  attached hereto as Attachment I. Except
as otherwise  provided in the last sentence of Section 5(b), an Eligible Officer
shall not have any rights  whatsoever to receive  severance  benefits under this
Plan unless he or she timely executes and delivers to the Company the Agreement.
The  obligations set forth in the Agreement shall be in addition to any existing
and continuing duties that such Eligible Officer may otherwise have under law to
the Company as a result of his or her former  capacity as an officer,  employee,
director, shareholder or otherwise.

     (b) Not later than 20 days after an Eligible  Officer's  Termination  Date,
the Company shall  provide such  Eligible  Officer with the Agreement for his or
her  execution.  Unless such  Agreement  is duly  executed  and  returned by the
Eligible  Officer to the Company  within 21 days after he or she  receives it or
the Eligible Officer correctly  disputes or otherwise  correctly  disagrees with
the Company's  determination  of the severance  payments payable under this Plan
and has made a timely claim in accordance with Section 8(a) hereof, such officer
shall be deemed to have  waived and  forfeited  his or her  rights to  severance
payments  and  benefits  under this Plan and the  Company  shall have no further
obligations  whatsoever to such Eligible Officer under this Plan. If the Company
shall not provide the  Agreement  to the Eligible  Officer  within 20 days after
such Officer's  Termination Date, the Company shall be deemed to have waived the
condition  set forth in this  Section 5 and the  Eligible  Officer  shall not be
required to execute the  Agreement  as a condition to  receiving  any  severance
payments or other benefits under this Plan.

6.       Change in Control Provisions.

     (a) The  provisions  of this Section 6 shall apply only in the event that a
Change in Control of the Company shall occur.

     (b) In the event that a Change in Control of the Company  shall occur,  Day
Runner  will pay the  severance  benefits  provided  in this Plan to an Eligible
Officer who elects to terminate his or her  employment  unilaterally  (i) within
one year of such Change in Control for any reason, with or without "Good Reason"
or (ii)  within  two years of such  Change in  Control  for "Good  Reason."  The
provisions of this Section 6 shall automatically expire two years after a Change
in  Control  occurs  and an  Eligible  Officer  shall not be  eligible  to claim
benefits under this Plan, including Section 6, thereafter.

     (c) In  the  event  that  an  officer's  employment  with  the  Company  is
terminated  for any reason  prior to the Change in Control of the  Company,  and
subsequently a Change in Control of the Company  occurs,  such officer shall not
be entitled to any benefits under this Section 6.

7.       Administration of this Plan.

         This Plan shall be interpreted and  administered for the Company by the
Administrator  who  shall  also  be  the  named  fiduciary  of  this  Plan.  The
Administrator  shall administer this Plan in accordance with its terms and shall
have all powers  necessary to carry out this Plan's  provisions on behalf of the
Company.  The Administrator shall have discretionary  authority on behalf of the
Company to determine  reasonably and in good faith all questions  arising in the
administration,  interpretation and application of this Plan and to construe the
terms of this Plan,  including any disputed or doubtful terms or the eligibility
of an Eligible Officer for any benefit hereunder.  Except as otherwise expressly
provided in this Plan, the Administrator shall have no power or authority to add
to,  subtract  from or  modify  any of the terms of this  Plan,  or to change or
modify any of the benefits  provided by this Plan,  or to waive or fail to apply
any requirements for eligibility for a benefit under this Plan.

8.       Claims for Benefits.

     (a) In the event an Eligible Officer  disputes or otherwise  disagrees with
the Company's  determination of the severance benefits payable to him or her and
desires  to make a claim (a  "claimant")  with  respect  to any of the  benefits
provided hereunder,  the claimant shall so notify, in writing, the Administrator
by actual receipt or registered mail  (addressed to the "Officer  Severance Plan
Administrator," Day Runner, Inc., 2750 West Moore Avenue, Fullerton,  California
92833)  and shall  submit  evidence  of events  constituting  a  termination  of
employment  with the  Company.  Any claim with  respect  to any of the  benefits
provided under this Plan shall be made in writing within 90 days of the later of
his or her becoming aware of the event which the claimant  asserts  entitles him
or  her  to  severance  benefits  or  the  Company  notifying  him or her of its
determination of the severance benefits payable to him or her under this Plan as
a result of the occurrence of that event.  Failure by the claimant to submit his
or her claim within such 90-day period shall bar the claimant from disputing the
Company's  notification  to him or her  of its  determination  of the  severance
benefits  payable to him or her under this Plan as a result of the occurrence of
that event.

     (b) In the  event  that a claim  which is made by a  claimant  is wholly or
partially  denied,  the claimant will receive from the  Administrator  within 30
days of the  claimant's  above-referenced  notice a written  explanation  of the
reason for denial and the claimant or his or her duly authorized  representative
may appeal the denial of the claim to the  Administrator  at any time  within 60
days after the receipt by the claimant of written notice from the  Administrator
of the denial of the claim. In connection therewith,  the claimant or his or her
duly  authorized  representative  may request a review of the denied claim;  may
review pertinent documents;  and may submit issues and comments in writing. Upon
receipt of a request for review of a denied claim, the Administrator  shall make
a decision  with respect  thereto and, not later than 30 days after receipt of a
request for review,  shall furnish the claimant with a decision on the review in
writing,  including  the specific  reasons for the decision  written in a manner
reasonably  calculated to be  understandable  by the claimant or the  claimant's
attorney  or  accountant,  as  well  as  specific  reference  to  the  pertinent
provisions  of this Plan upon  which the  decision  is based.  In  reaching  its
decision, the Administrator shall have the discretionary authority in good faith
to determine on behalf of the Company all questions arising under this plan.



9.       Miscellaneous Provisions.

     (a) If an Eligible  Officer  shall become  entitled to receive  benefits or
payments from the Company  pursuant to the  provisions  of any statute,  rule or
regulation  of the  United  States  or any  state,  territory,  commonwealth  or
political  subdivision  thereof as the result of a plant or facility shutdown or
closing,  or the change in the control or ownership  of the Company  (other than
unemployment benefits), the amount of severance benefits payable hereunder shall
be offset  dollar for dollar and reduced by such benefits  otherwise  payable to
the Eligible Officer under such stature, rule or regulation.

     (b) The failure of the Company to enforce at any time any of the provisions
of this Plan, or to require at any time  performance of any of the provisions of
this Plan, shall in no way be construed to be a waiver of these provisions,  nor
in any way to affect the validity of this Plan or any part thereof, or the right
of the Company thereafter to enforce every provision.

     (c) Except as may be  required  by law,  no benefit  which shall be payable
under  this Plan to any  Eligible  Officer  shall be  subject  in any  manner to
anticipation,  alienation,  sale, transfer,  assignment,  pledge, encumbrance or
charge, and any attempt to alienate, sell, transfer, assign, pledge, encumber or
charge all or any part of the benefit shall be void;  provided,  however, in the
event of the death of a terminated  officer  prior to the end of the period over
which such officer is entitled to receive  severance  benefits  under this Plan,
the severance  benefits  payable  hereunder  shall be paid to the estate of such
officer or to the person who acquired the rights to such  benefits by bequest or
inheritance. Except as may be provided by law, no benefit shall in any manner be
liable for, or subject to, the debts,  contracts,  liabilities,  engagements  or
torts of any Eligible  Officer,  nor shall it be subject to  attachment of legal
process  for,  or  against,  the  Eligible  Officer  and the same  shall  not be
recognized under this Plan.

     (d) The  definitions  and  criteria  set forth  herein  are  solely for the
purpose of defining Plan eligibility.  No legal rights to employment are created
or implied b this Plan, nor are any conditions or restrictions  hereby placed on
termination  of  employment.  Unless  the  employee  has  a  written  employment
agreement binding upon Day Runner which provides otherwise,  employment with Day
Runner is  employment-at-will.  This  means  termination  of  employment  may be
initiated  by the  officer or by Day Runner at any time for any reason  which is
not unlawful, with or without cause.

     (e) This Plan shall be construed,  administered  and governed  under and by
the laws of the State of  California  and the laws of the  United  States to the
extent they preempt state law or are otherwise applicable to this Plan.

     (f) This Plan constitutes the entire Officer Severance Plan for the Company
and  supersedes  all  previous  representations,  understandings  and plans with
respect to officer severance,  and any such representations,  understandings and
plans with respect to officer  severance are hereby  canceled and  terminated in
all respects.

     (g)  This  Plan  and  each  provision  hereof  may  be  amended,  modified,
supplemented,  terminated  or  waived  at any  time  by  the  Board.  Each  such
amendment, modification,  supplement, termination or waiver shall be in writing,
shall  be  promptly  sent in  writing  to each  Eligible  Officer  and  shall be
effective  on the date on or after  such  Board  action as is  specified  by the
Board;  provided,  however,  that no such action shall retroactively  materially
diminish the rights under this Plan of an officer who is an Eligible  Officer at
the date on which  such  amendment,  modification,  supplement,  termination  or
waiver is approved by the Board unless the explicit  written  consent thereto or
waiver thereof by such officer thereto is obtained. Except as expressly provided
herein,  no  course  of  dealing  between  the  parties  hereto  and no delay in
exercising  any  right,  power or remedy  conferred  hereby or now or  hereafter
existing at law, in equity,  by statute or otherwise,  shall operate as a waiver
of, or otherwise prejudice, any such right, power or remedy.





                                                       Day Runner, Inc.





                                                       John Ausura
                                                       Chief Executive Officer

Date:  March 19, 2001