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                                                                 EXHIBIT 2.2
                            STOCK PURCHASE AGREEMENT

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                                   Dated as of

                                 April 25, 2001

                                     Between

                                    DRBG, LLC

                                   the Buyer,

                                       and

                                Day Runner, Inc.

                                   the Seller.


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<TABLE>
<CAPTION>


                                TABLE OF CONTENTS

(This Table of Contents is for convenience of reference only and is not intended
to  define,  limit or  describe  the scope or intent  of any  provision  of this
Agreement.)

                                                                                                  Page

<S>                                                                                                <C>
Parties; Recitals     ..............................................................................1

ARTICLE ONE  TERMS OF THE TRANSACTION...............................................................1

SECTION 1.1.          Sale and Purchase.............................................................1

SECTION 1.2.          Purchase Price and Adjustment.................................................1

SECTION 1.3.          Certain Expenses..............................................................1

SECTION 1.4.          The Closing...................................................................2

SECTION 1.5.          Further Assurances............................................................2

ARTICLE TWO  REPRESENTATIONS AND WARRANTIES OF THE SELLER...........................................2

SECTION 2.1.          Power and Capacity............................................................2

SECTION 2.2.          The Shares....................................................................2

SECTION 2.3.          Conflicting Instruments; Consents.............................................2

SECTION 2.4.          Transfer of the Shares........................................................3

SECTION 2.5.          Organization and Authority....................................................3

SECTION 2.6.          Capitalization................................................................3

SECTION 2.7.          Compliance with Law...........................................................4

ARTICLE THREE  REPRESENTATIONS AND WARRANTIES OF THE BUYER..........................................4

SECTION 3.1.          Power and Capacity............................................................4

SECTION 3.2.          Conflicting Instruments; Consents.............................................4

ARTICLE FOUR  COVENANTS OF SELLER AND THE COMPANY...................................................4

SECTION 4.1.          Access........................................................................4

SECTION 4.2.          Transfer of the Shares........................................................4

SECTION 4.3.          Conduct of the Business of the Company........................................4

SECTION 4.4.          Third Party Consents..........................................................6

SECTION 4.5.          Notice of Default.............................................................6

ARTICLE FIVE  INDEMNIFICATION.......................................................................7

SECTION 5.1.          Indemnification Obligation....................................................7

SECTION 5.2.          Claims........................................................................7

SECTION 5.3.          Defense by the Indemnifying Party.............................................7

SECTION 5.4.          Notice........................................................................8

ARTICLE SIX CONDITIONS TO THE BUYER'S OBLIGATIONS...................................................8

SECTION 6.1.          Representations and Warranties................................................8

SECTION 6.2.          Legal Matters.................................................................8

SECTION 6.3.          Delivery of the Shares........................................................8

SECTION 6.4.          Legal Proceedings.............................................................8

SECTION 6.5.          Third Party Consents..........................................................9

ARTICLE SEVEN  CONDITIONS TO THE SELLER'S OBLIGATIONS...............................................9

SECTION 7.1.          Delivery of Satisfaction Agreement............................................9

SECTION 7.2.          Representations and Warranties................................................9

ARTICLE EIGHT  MISCELLANEOUS........................................................................9

SECTION 8.1.          Survival of Representations, Warranties and Covenants.........................9

SECTION 8.2.          Expenses......................................................................9

SECTION 8.3.          Governing Law.................................................................9

SECTION 8.4.          Notices......................................................................10

SECTION 8.5.          Jurisdiction; Agent for Service..............................................10

SECTION 8.6.          Entire Agreement.............................................................11

SECTION 8.7.          Binding Effect...............................................................11

SECTION 8.8.          Amendments; Waivers..........................................................11

SECTION 8.9.          Counterparts.................................................................11

SECTION 8.10          Severability.................................................................11

SECTION 8.11.         Specific Performance.........................................................11

</TABLE>

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                                    SCHEDULES

Schedule 2.3               Subsidiaries

                                    EXHIBITS

EXHIBIT A                  Satisfaction Agreement


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                                  DEFINED TERMS

Term                                       Defined in:
----                                       -----------
Agreement                                  Opening Paragraph
Buyer                                      Opening Paragraph
Closing                                    Section 1.4
Closing Date                               Section 1.4
Common Stock                               Recitals
Company                                    Recitals
ERISA                                      Section 3.3
GAAP                                       Section 3.3
Indemnified Parties                        Section 4.1
Indemnifying Party                         Section 4.1
Loan Agreement                             Section 1.2
Purchase Price                             Section 1.2
Purchase Price Adjustment                  Section 1.2
Subsidiaries                               Section 2.3
Seller                                     Opening Paragraph
Shares                                     Recitals




<PAGE>






                            STOCK PURCHASE AGREEMENT

This STOCK PURCHASE  AGREEMENT (this  "Agreement") is dated as of April 25, 2001
between DRBG, LLC, a Delaware limited liability company (the "Buyer") on the one
hand and Day Runner Inc.,  a Delaware  corporation  (the  "Seller") on the other
hand.

                                 R E C I T A L S

     A. The Seller own directly,  beneficially and of record, 100% of the issued
and  outstanding  shares of capital  stock (the  "Shares")  of Filofax,  Inc., a
Connecticut  corporation (the "Company").

     B. The Shares consist of 2,501 shares of the common stock, no par value per
share, of the Company (the "Common Stock").

     C. The Buyer desires to acquire the Shares from the Seller,  and the Seller
desires to sell the Shares to the Buyer,  all upon the terms and  subject to the
conditions set forth in this Agreement.

                                A G R E E M E N T

NOW,  THEREFORE,  in  consideration  of the foregoing  and the mutual  covenants
contained in this Agreement and for other valuable  consideration  the Buyer and
the Seller agrees as follows:

                                   ARTICLE ONE

                            TERMS OF THE TRANSACTION

SECTION 1.1.      Sale and Purchase.

The  Seller,  on the  Closing  Date,  agrees to sell the  Shares to the Buyer by
delivering  certificates for the Shares to the Buyer in proper form for transfer
by delivery or with duly executed stock powers  attached  thereto.

SECTION 1.2. Purchase Price and Adjustment.

Subject to reduction pursuant to Section 1.3(b) or increase pursuant to the last
paragraph  of this Section 1.2, the Buyer shall pay to the Seller on the Closing
Date,  as purchase  price for the Shares,  $401.72 per Share,  for an  aggregate
amount of $1,004,702,  (the "Purchase Price").  Such payment will be in the form
of the release of certain debt owed to Buyer by Seller under that certain Second
Amended and Restated Loan Agreement (the "Loan  Agreement") dated as of November
1, 2000 by and among  Seller,  Day  Runner UK plc, a company  incorporated  with
limited  liability  under  the laws of  England  and  Wales  and a  wholly-owned
indirect subsidiary of Day Runner,  Filofax Limited, a company incorporated with
limited  liability  under  the laws of  England  and  Wales  and a  wholly-owned
indirect subsidiary of Day Runner UK plc, each lender whose name is set forth on
the  signature  pages of Loan  Agreement and each lender which may have become a
party to Loan Agreement pursuant to Section 12.8 thereof,  and Wells Fargo Bank,
National  Association,  as  Administrative  Agent  pursuant  to  a  Satisfaction
Agreement  in the form  attached  hereto as  Exhibit  A. In the  event  that the
Company  is sold by the Buyer to a third  party  within a period of four  months
from the  Closing  Date for an  amount  greater  than the  Purchase  Price,  the
Purchase Price shall be increased by an amount (the "Purchase Price Adjustment")
equal to the sale  price to such  third  party  minus the  Purchase  Price.  Any
Purchase  Price  Adjustment  shall be payable in the same manner as the Purchase
Price.

SECTION 1.3.      Certain Expenses.

(a)  Neither  the Buyer nor the  Company  shall pay or be liable  for any of the
following  fees,  expenses,  taxes or liabilities  incurred by the Seller or the
Company, all of which shall be borne and paid by the Seller:

                      (i) the fees and expenses,  if any, of any person retained
         by the Seller or the  Company  for  brokerage,  financial  advisory  or
         investment  banking  services or  services as a finder  rendered to the
         Seller or the  Company  in  connection  with the  proposed  sale of the
         Shares including,  without limitation, the transactions contemplated by
         this Agreement;

                     (ii) any fees and expenses of legal  counsel,  auditors and
         accountants  retained  or  employed  by the Seller or the  Company  for
         services  rendered to the Seller or the Company in connection  with the
         proposed  sale  of  the  Shares  including,   without  limitation,  the
         transactions contemplated by this Agreement;

                    (iii) any income, capital gains or other tax incurred by the
         Seller as a result of the consummation of the transactions contemplated
         hereby.

(b) If the Company shall pay or be liable for any fee, expense, tax or liability
described in Section 1.3(a),  the sum of all such payments or liabilities  shall
be paid by the Seller to the Buyer upon demand or Buyer may reduce the  Purchase
Price accordingly.

SECTION 1.4.      The Closing.

The closing of the purchase and sale of the Shares (the "Closing") shall be held
at the  offices of the Buyer or at such  other  place as the  parties  may agree
upon, at 9:00 A.M.,  local time, on April 25, 2001 (the "Closing  Date"),  or on
such other date as the parties may agree upon.

SECTION 1.5.      Further Assurances.

The Seller,  at its sole cost and expense and without expense to the Buyer, will
do such further acts and execute and deliver  such further  documents  regarding
its  obligations  hereunder  as may be  required  solely for the  purpose of (i)
accomplishing  the purposes of this  Agreement or (ii)  assuring and  confirming
unto the Buyer the validity of any  documents of  conveyance  to be delivered at
Closing.

                                   ARTICLE TWO

                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Buyer, as of the date hereof and as of
the Closing Date, as follows:  SECTION 2.1.  Power and Capacity.  Seller has all
requisite power and authority to execute and deliver this Agreement,  to perform
its  obligations  hereunder  and to  consummate  the  transactions  contemplated
hereby.  This  Agreement  has been duly  authorized,  executed and  delivered by
Seller, constitutes the valid and binding agreement of Seller and is enforceable
against Seller in accordance with its terms.

SECTION 2.2. The Shares.

Seller is the beneficial and record owner of the Shares.  The Shares are held by
the  Seller as record  owner  thereof,  free and  clear of all  liens,  charges,
encumbrances, equities and claims whatsoever (other than encumbrances created by
this  Agreement  or the Loan  Agreement  or  other  agreements  entered  into in
connection therewith  (collectively,  the "Loan Documents")) and are not subject
to  any  restriction   with  respect  to  their   transferability   (other  than
restrictions on transfer under  applicable  federal and state securities laws or
under the Loan  Documents).  No third party,  including  any former owner of the
Shares or any capital stock of the Company has the basis for any claims  against
the  Shares,  the  Company,  the  Seller  or  the  Buyer  with  respect  to  the
transactions  contemplated  hereby other than claims under this Agreement or the
Loan Documents.

SECTION 2.3.      Conflicting Instruments; Consents.

(a) The  execution  and delivery by Seller of this  Agreement  does not, and the
consummation  of the  transactions  contemplated  hereby  will not,  violate any
provision of the  articles of  incorporation  or the by-laws (or the  equivalent
thereof)  of the  Company or any of the  entities  listed on  Schedule  2.3 (the
"Subsidiaries"),  or, except with respect to the Loan  Documents,  result in the
creation of any material lien, security interest, charge or encumbrance upon the
Shares  or  any  of the  properties  or  assets  of  the  Company  or any of the
Subsidiaries under,  materially conflict with or result in a material breach of,
create an event of default (or event that, with the giving of notice or lapse of
time or both,  would  constitute an event of default)  under,  or give any third
party the right to accelerate  any  obligation  under,  any material  agreement,
mortgage,  license,  lease,  indenture,  instrument,  order,  arbitration award,
judgment or decree to which Seller,  the Company or any of the Subsidiaries is a
party or by which Seller, the Shares, the Company or any of the Subsidiaries, or
any material assets or properties of the Company or any of the Subsidiaries, are
bound or affected.

(b) The execution  and delivery by the Seller of this  Agreement do not, and the
consummation  of the  transactions  contemplated  hereby  will not,  result in a
material violation of, or require any authorization,  approval, consent or other
action by, or  registration,  declaration or filing with or notice to, any court
or  administrative  or  governmental  body pursuant to, any statute,  law, rule,
regulation  or  ordinance  applicable  to  Seller,  the  Company  or  any of the
Subsidiaries,  where the failure to obtain such authorization,  approval consent
or action or make such registration,  declaration, filing or notice would have a
material adverse effect on the Company. There is no pending or, to the knowledge
of Seller, threatened action, suit, proceeding or investigation before or by any
court or governmental body or agency, to restrain or prevent the consummation of
the transactions  contemplated by this Agreement or that might materially affect
the right of the Buyer to own and vote the Shares or the right of the Company to
operate the business of the Company or any of the Subsidiaries.

SECTION 2.4.      Transfer of the Shares.

Upon the delivery of the  certificates  for the Shares by the Seller and payment
for the Shares as provided  for in Sections  1.1 and 1.2, the Buyer will acquire
good and marketable  title to all of the outstanding  shares of capital stock of
the Company,  free and clear of all liens, charges,  encumbrances,  equities and
claims whatsoever, other than liens, charges, encumbrances,  equities and claims
created by Buyer or any affiliate of Buyer,  under any Loan Documents or by law,
rule or regulation.

SECTION 2.5. Organization and Authority.

(a) The Company is a corporation  duly organized,  validly  existing and in good
standing  under  the  laws of the  State of  Connecticut.  The  Company  is duly
qualified  to do business as a foreign  corporation  and is in good  standing in
every  jurisdiction  in which the nature of the business  conducted by it or the
character  or  location  of the  properties  owned or  leased  by it makes  such
qualification  necessary,  other  than  jurisdictions  where the  failure  to so
qualify or be in good standing  would not have a material  adverse effect on the
Company.  The Company has all requisite  corporate power and authority to own or
lease and operate its  properties and assets and to carry on its business as now
conducted.

(b) The articles of  incorporation  and the by-laws and all amendments  thereto,
and the minute books,  stock ledgers and stock  transfer  records of the Company
furnished  to the Buyer for review are  accurate  and  complete in all  material
respects.  Such  minute  books  contain  the  minutes  of  all  meetings  of the
shareholders  and the board of directors,  and all  committees  thereof,  of the
Company.  All such meetings were duly called and held,  and a quorum was present
and acting  throughout each such meeting.  Such stock ledgers and stock transfer
records  reflect all  issuances and  registrations  of transfer of all shares of
capital  stock of the Company and the  certificates  representing  all  canceled
shares of capital  stock have been  returned to the stock  ledger.

SECTION 2.6.  Capitalization.

The Company has an  authorized  capital  consisting  of 20,000  shares of Common
Stock,  of which 2,501  shares of Common Stock are issued and  outstanding.  All
outstanding shares of Common Stock have been duly authorized and validly issued,
are fully paid and  non-assessable  and were issued by the Company in compliance
with all applicable  federal and state  securities  laws, rules and regulations.
There is no  outstanding  or authorized  option,  subscription,  warrant,  call,
right,  commitment or other agreement of any character obligating the Company to
sell or  transfer  any  additional  shares  of its  capital  stock or any  other
securities  convertible  into or  exercisable  for or  evidencing  the  right to
subscribe for any shares of its capital stock.

SECTION 2.7. Compliance with Law.

The Seller,  the  Company and the  Subsidiaries  have  complied in all  material
respects with all applicable statutes,  regulations,  orders and restrictions of
the United States of America,  all states and other  subdivisions  thereof,  all
applicable  foreign  jurisdictions,  all agencies and  instrumentalities  of the
foregoing  and  all  national  and  international   self-regulatory  bodies  and
authorities in respect of the conduct of the Company's business and ownership of
its properties.

                                  ARTICLE THREE

                   REPRESENTATIONS AND WARRANTIES OF THE BUYER

The Buyer represents and warrants to the Seller, as of the date hereof and as of
the Closing Date,  as follows:

SECTION 3.1.  Power and Capacity.  Buyer has all
requisite power and authority to execute and deliver this Agreement,  to perform
its  obligations  hereunder  and to  consummate  the  transactions  contemplated
hereby.  This  Agreement  has been duly  authorized,  executed and  delivered by
Buyer,  constitutes the valid and binding  agreement of Buyer and is enforceable
against  Buyer  in  accordance   with  its  terms.

SECTION  3.2.   Conflicting
Instruments; Consents.

The  execution  and  delivery  by  Buyer of this  Agreement  does  not,  and the
consummation  of the  transactions  contemplated  hereby  will not,  violate any
provision  of the  limited  liability  agreement  of  the  Buyer.

SECTION  3.3.  Organization and Authority.

Buyer is a limited  liability  company duly organized,  validly  existing and in
good standing under the laws of the State of Delaware.

                                  ARTICLE FOUR

                       COVENANTS OF SELLER AND THE COMPANY

SECTION 4.1.      Access.

(a) From the date hereof  through the  Closing  Date,  the Seller will cause the
Company  to give to the  Buyer  and its  respective  financial  advisors,  legal
counsel,  independent  accountants and other  representatives full access during
normal business hours to all  properties,  documents,  contracts,  employees and
records of the Company and will furnish the Buyer with copies of such  documents
(certified  if so  requested)  and with such  information  with  respect  to the
Company as the Buyer from time to time reasonably may request.

(b) From the date hereof  through the  Closing  Date,  the Seller will cause the
Company to permit representatives of the Buyer to be present at each facility of
the Company  and to observe  the  conduct of the  business of the Company at any
time during normal business hours.

SECTION 4.2.      Transfer of the Shares.

From the date  hereof  through  the  Closing  Date,  Seller will not (i) sell or
otherwise  transfer or agree to sell or  otherwise  transfer,  any of the Shares
owned  by  Seller  or  (ii)  incur  or  permit  to  exist  any  liens,  charges,
encumbrances,  equities  or claims on the Shares  whatsoever,  except for liens,
charges, encumbrances, equities or claims under this Agreement or under the Loan
Documents.

SECTION 4.3. Conduct of the Business of the Company.

(a) From the date hereof  through the  Closing  Date,  the Seller will cause the
Company to use commercially  reasonable  efforts to preserve the business of the
Company,  keep available to the Company the services of all current officers and
substantially  all key  employees and preserve for the Buyer the goodwill of the
suppliers,  customers,  employees and others having business  relations with the
Company.

(b) From the date  hereof  through  the  Closing  Date,  the  Seller,  except as
otherwise  permitted by this  Agreement or consented to in writing by the Buyer,
will cause the Company to continue the  operation of the business of the Company
in the ordinary course,  and will maintain the assets,  properties and rights of
the  Company  in at least as good  order  and  condition  as  exists on the date
hereof,  subject to ordinary wear and tear.  Without  limiting the generality of
the foregoing,  except as otherwise  permitted by this Agreement or consented to
in writing by the Buyer, the Seller will not permit the Company to:

                      (i)  incur,   discharge  or  satisfy  any   obligation  or
         liability  or any liens,  charges,  encumbrances,  equities  or claims,
         except in the  ordinary  course of business or in  connection  with the
         performance of this Agreement;

                     (ii)  increase or establish  any reserve for taxes or other
         liabilities  on its books or  otherwise  provide  therefor,  except for
         taxes or other  liabilities  relating to the ordinary course operations
         of the Company  since the Closing  Date;  write up or down the value of
         inventory or determine as collectible any notes or accounts  receivable
         that  were  previously  considered  to  be  uncollectible,  except  for
         write-ups  or  write-downs  in  accordance   with  generally   accepted
         accounting  principles  ("GAAP")  in the  ordinary  course of  business
         consistent with past practice; or voluntarily make any change in any of
         its methods of  accounting  or in any of its  accounting  principles or
         practices;

                    (iii) purchase,  lease,  sell, assign or transfer any asset,
         property or  business or waive or permit to lapse any right,  except in
         the  ordinary  course of  business;  or make or  authorize  any capital
         expenditure  for  additions to plant and equipment in excess of $20,000
         in the aggregate;

                     (iv) make any loan to any  shareholder  or any  relative or
         affiliate  of any  shareholder,  or  declare,  set  aside or pay to any
         shareholder  any  dividend  or other  distribution  in  respect  of its
         capital stock,  transfer any asset or pay any money to any  shareholder
         or any relative or affiliate of any shareholder  other than the payment
         of wages or  salaries to  shareholders  who are also  employees  of the
         Company in the ordinary  course of business;  or enter into or agree to
         enter into any  transaction  with or for the benefit of any shareholder
         of the Company or any relative or affiliate  of any  shareholder  other
         than the transactions contemplated pursuant to this Agreement;

                      (v)  reclassify  or change in any manner  the  outstanding
         shares  of  capital  stock of the  Company  or issue or agree to issue,
         sell, transfer,  pledge, encumber or deliver any stock, bond, debenture
         or other security of the Company;

                     (vi) grant any increase in the compensation  payable to any
         officer, director, consultant, employee or agent of the Company, except
         for  increases in the  compensation  payable in the ordinary  course of
         business  to  employees  (other than key  employees)  in amounts and at
         times  consistent with past practice;  enter into or amend any contract
         for the employment of any officer, employee or other person that is not
         terminable upon 30 days notice or less, except for accrued vacation pay
         for past  services;  enter into any contract or  collective  bargaining
         agreement  with any labor union;  enter into or agree to enter into any
         bonus,  pension,  profit-sharing,  retirement,  stock  purchase,  stock
         option, deferred compensation, incentive compensation, hospitalization,
         insurance or similar  plan,  contract or  understanding  providing  for
         employee  benefits;  or make any  payment or a  contribution  under any
         employee  pension  benefit  plan  as  defined  in  Section  3(2) of the
         Employee  Retirement  Income  Security Act of 1974  ("ERISA")  and each
         employee welfare benefit plan or non-ERISA plan or incur any obligation
         to make any such payment or contribution that is not in accordance with
         the usual past practice of the Company;

                    (vii) enter into any contract, except in the ordinary course
         of business,  for the sale of goods or the  performance of services for
         or by the Company that is not  terminable  upon 30 days notice or less;
         enter  into any  contract  continuing  for a period of more than  three
         months  from its date  that is not  terminable  upon 30 days  notice or
         less; enter into any agreement or instrument  relating to the borrowing
         or lending of money or extension of credit;  guarantee or indemnify any
         person or entity with respect to any  obligation  for borrowed money or
         otherwise,  excluding  endorsements  made  for  collection;  or make or
         permit  to  be  made  any  amendment,  modification,   cancellation  or
         termination  of  any  material  contract,  agreement,  lease,  license,
         finance agreement or written evidence of indebtedness;

                   (viii) extend credit in excess of $20,000 to any customer who
         was not a customer before the date of this Agreement or depart from the
         normal  and  customary  trade,  discount  and  credit  policies  of the
         Company;

                     (ix)     settle any administrative or judicial proceedings;

                      (x)    amend the certificate of incorporation or the
         by-laws of the Company. (c) From the date hereof  through the Closing
         Date,  the Seller shall cause the Company  to  comply  in all  material
         respects  with all  applicable  statutes, regulations, orders and
         restrictions of the United States of America, all states and other
         subdivisions  thereof,  all  applicable  foreign  jurisdictions,  all
         agencies  and   instrumentalities   of  the   foregoing  and  all
         national  and international self-regulatory bodies and authorities.

SECTION 4.4.      Third Party Consents.

The Seller will use its commercially  reasonable efforts, and after Closing will
cooperate  with the  Company and Buyer,  to obtain or cause to be  obtained  all
consents, waivers,  approvals,  amendments and authorizations that are necessary
under applicable law,  agreement,  or otherwise to be obtained by the Company or
the  Seller  in  connection  with the sale of the  Shares  to the  Buyer and the
consummation  of the  transactions  contemplated  hereunder,  or to  enable  the
Company to conduct its business  after the Closing in all  material  respects in
the same manner as such business is being conducted on the date hereof.

SECTION 4.5. Notice of Default.

(a) The Seller will use its commercially  reasonable efforts,  and after Closing
will cooperate with the Company and Buyer,  to give notice promptly to the Buyer
of the  occurrence  of any event or the  failure  of any  event to occur,  which
occurrence  or failure  to occur is known to the  Company  or the  Seller,  that
results in a breach of any representation or warranty by the Seller or a failure
by the Company or the Seller to comply with any covenant, condition or agreement
contained  herein.  (b) The  Seller  will  and will  cause  the  Company  to use
commercially  reasonable  efforts to (i) take all  actions  necessary  to render
accurate as of the Closing Date its  representations  and  warranties  contained
herein,  (ii)  refrain  from  taking  any  action  that  would  render  any such
representation or warranty inaccurate as of such time and (iii) perform or cause
to be  satisfied  each  covenant or  condition  to be  performed or satisfied as
contemplated by this Agreement.

                                  ARTICLE FIVE

                                 INDEMNIFICATION

SECTION 5.1.      Indemnification Obligation.

The  Seller  shall  indemnify  and  hold  harmless  the  Company,  each  of  its
Subsidiaries,  the Buyer and their  affiliates  (collectively,  the "Indemnified
Parties")  in  respect  of any  and  all  claims,  actions,  causes  of  action,
arbitrations, proceedings, losses, damages, liabilities and expenses (including,
without  limitation,  settlement  costs,  attorneys'  fees  at  such  attorneys'
customary  hourly rates and any other expenses of investigating or defending any
actions or threatened actions),  whether or not due and payable, incurred by the
Indemnified Parties in connection with each and all of the following:

     (a) Any breach (whether as of the Closing Date or as of some other date set
forth in any such  representation or warranty) of any representation or warranty
contained herein of the Seller, or in any instrument delivered at the Closing by
the Seller, the Company or any Subsidiary;

     (b) The breach of any  covenant,  agreement  or  obligation  of the Seller,
contained  in  this  Agreement  or any  other  instrument  contemplated  by this
Agreement; and

     (c) any and all liabilities and obligations of every nature and description
of any of the Seller, the Company or any Subsidiary,  known or unknown,  arising
from or as a result of the Company's or any Subsidiary's operations prior to the
Closing Date, or are based upon events, acts or omissions of Seller, the Company
or any Subsidiary which occurred prior to such date.

     Notwithstanding  anything else contained  herein,  the Seller shall have no
liability  under this  Section 5, unless and until the  aggregate  of all Losses
relating  thereto  exceeds  $50,000 (the "Minimum  Amount"),  in which event the
Seller  shall be liable for all Losses in excess of the Minimum  Amount up to an
aggregate  maximum amount for all claims made  hereunder  against Seller and all
its affiliates, equal to the Purchase Price.

SECTION 5.2.      Claims.

Whenever  any claim shall arise for  indemnification,  the  Indemnified  Parties
shall   notify  the  party  from  whom  it  is  seeking   indemnification   (the
"Indemnifying  Party") of the claim  pursuant to Section 5.4 hereunder and, when
known,  the  facts  constituting  the basis  for such  claim  and the  amount or
estimate of the amount of the  liability  arising from such claim.

SECTION 5.3.  Defense by the Indemnifying Party.

In connection with any claim giving rise to indemnity  hereunder  resulting from
or  arising  out of any claim or legal  proceeding  by a person  other  than the
Indemnified Parties,  the Indemnifying Party at its sole cost and expense,  may,
upon  written  notice to the  Indemnified  Parties  received by the  Indemnified
Parties  within 10  calendar  days of the  Indemnifying  Party'  receipt of such
claim,  assume the defense of any such claim or legal  proceeding  provided that
the  Indemnifying   Party   acknowledges   their  obligation  to  indemnify  the
Indemnified  Parties  in  respect  of the  entire  amount  of all of the  claims
asserted  therein.  If the  Indemnifying  Party  assumes the defense of any such
claim  or  legal  proceeding,   the  Indemnifying  Party  shall  select  counsel
reasonably  acceptable to the Indemnified Parties to conduct the defense of such
claims or legal  proceedings  at their sole cost and expense.  The  Indemnifying
Party shall not consent to a settlement of, or the entry of any judgment arising
from, any such claim or legal  proceeding,  without the prior written consent of
the Indemnified  Parties,  provided that the Indemnifying Party may, without the
Indemnified Party's prior written consent, settle or compromise any such action,
claim or proceeding or consent to entry of any judgment with respect to any such
action or claim  that  requires  solely  the  payment  of money  damages  by the
Indemnifying  Party and that  includes  as an  unconditional  term  thereof  the
release by the  claimant  or the  plaintiff  of the  Indemnified  Party from all
liability  with respect to such action,  claim or  proceeding.  The  Indemnified
Parties shall be entitled to participate in (but not control) the defense of any
such  action,  with  their own  counsel  and at their own  expense  and shall be
entitled to any and all information or documentation  relating  thereto.  If the
Indemnifying  Party does not assume (or continue to diligently  and  competently
prosecute)  the defense of any such claim or litigation  resulting  therefrom in
accordance  with the terms hereof,  the  Indemnified  Parties may defend against
such claim or litigation in such manner as they may deem appropriate, including,
but not limited to,  settling such claim or  litigation,  after giving notice of
the same to the Indemnifying Party on such terms as the Indemnified  Parties may
deem appropriate. The Indemnifying Party shall be entitled to participate in the
defense of any action by the Indemnified  Parties,  which participation shall be
limited to  contributing  information  to the defense  and being  advised of its
status.

SECTION 5.4. Notice.

The Indemnified Parties agree that in the event of any occurrence which may give
rise to a claim  by the  Indemnified  Parties  against  the  Indemnifying  Party
hereunder,  the Indemnified Parties will give notice thereof to the Indemnifying
Party; provided, however, that failure of the Indemnified Parties to timely give
the notice provided in this Section shall relieve the Indemnifying Person of its
obligations  hereunder  only to the extent,  if at all, that it is prejudiced by
reason of such delay or failure.

                                   ARTICLE SIX

                      CONDITIONS TO THE BUYER'S OBLIGATIONS

The obligations of the Buyer hereunder shall be subject to the satisfaction,  as
of the Closing Date, of the following conditions (any of wh
ich may be waived, in
whole or in part, by the Buyer):

SECTION 6.1.      Representations and Warranties.
                  ------------------------------
The  representations  and  warranties of the Seller  contained in this Agreement
(including the Schedules and Exhibits) or any  certificate,  instrument or other
document delivered to the Buyer in connection herewith shall be true and correct
in all  material  respects as of the Closing Date or as of such other date as is
set forth in any such  representation  or  warranty.  The Seller shall have duly
performed  and  complied  in  all  material  respects  with  all  covenants  and
agreements  required by this Agreement to be performed by the Seller at or prior
to the Closing Date. The Buyer shall have been furnished  with  certificates  of
the  Seller,  dated the  Closing  Date,  certifying  in such detail as the Buyer
reasonably may request to the fulfillment of the foregoing  conditions.

SECTION  6.2. Legal Matters.

All legal  matters,  and the form and substance of all documents to be delivered
by the Seller or the Company to the Buyer at the Closing,  shall be satisfactory
to counsel for the Buyer.

SECTION 6.3. Delivery of the Shares.

The Seller shall have delivered to the Buyer  certificates for all of the Shares
in proper  form for  transfer by delivery  or with duly  executed  stock  powers
attached  thereto,  together with  evidence of the  Company's  possession of the
shares of capital stock or other  securities  owned  beneficially  or of record,
directly or indirectly, by the Company in each of the Subsidiaries. The Buyer is
not obligated to close or purchase any Shares if less than all of the Shares are
tendered at the Closing in accordance with the terms hereof.

SECTION 6.4.      Legal Proceedings.

No action,  suit,  proceeding  or  investigation  shall be pending or threatened
before  or by any  court or  governmental  body or agency  (i)  challenging  the
transactions contemplated by this Agreement or otherwise seeking damages or (ii)
seeking to restrain or prevent the carrying out of the transactions contemplated
by this  Agreement  or to prohibit or limit the ability of the Buyer to exercise
full  rights of  ownership  of the Shares or to operate or control  the  assets,
property  and  business of the Company  and the  Subsidiaries  after the Closing
Date.

SECTION 6.5.      Third Party Consents.

The Seller  shall have  obtained and shall have caused the Company to obtain all
consents, waivers,  approvals,  amendments and authorizations that are necessary
under applicable law,  agreement,  or otherwise to be obtained by the Company or
the  Seller  in  connection  with the sale of the  Shares  to the  Buyer and the
consummation  of the  transactions  contemplated  hereunder,  or to  enable  the
Company to conduct its business  after the Closing in all  material  respects in
the same manner as such business is being conducted on the date hereof.

                                  ARTICLE SEVEN

                     CONDITIONS TO THE SELLER'S OBLIGATIONS

The obligation of the Seller hereunder shall be subject to the satisfaction,  as
of the Closing Date, of the following conditions (any of which may be waived, in
whole or in part, by the Seller):

SECTION 7.1.      Delivery of Satisfaction Agreement.
                  ----------------------------------
Buyer shall have duly  executed  and  delivered  to the Seller the  Satisfaction
Agreement in the form attached hereto as Exhibit A

SECTION 7.2.  Representations and  Warranties.

The  representations  and  warranties of the Buyer  contained in this  Agreement
(including the Schedules and Exhibits) or any  certificate,  instrument or other
document  delivered  to the  Seller  in  connection  herewith  shall be true and
correct in all material respects as of the Closing Date or as of such other date
as is set forth in any such  representation  or  warranty.  The Buyer shall have
duly  performed  and complied in all material  respects  with all  covenants and
agreements  required by this  Agreement to be performed by the Buyer at or prior
to the Closing Date. The Seller shall have been furnished with  certificates  of
the Buyer,  dated the  Closing  Date,  certifying  in such  detail as the Seller
reasonably may request to the fulfillment of the foregoing
conditions.

                                  ARTICLE EIGHT

                                  MISCELLANEOUS

SECTION 8.1.      Survival of Representations, Warranties and Covenants.

The covenants,  agreements,  representations and warranties entered into or made
pursuant to this Agreement  shall be continuing and survive the Closing Date for
a period of eighteen months.

SECTION 8.2.      Expenses.
                  --------
Except as  otherwise  provided in this  Agreement,  each party shall pay its own
expenses in connection  with the  preparation  and performance of this Agreement
and the consummation of the transactions  contemplated hereby, including without
limitation  all fees and expenses of  investment  bankers,  financial  advisors,
legal counsel,  independent  accountants and actuaries.

SECTION 8.3.  Governing Law.
              --------------

This  Agreement  shall be governed by and  construed  and enforced in accordance
with the internal,  substantive laws of the State of California,  without giving
effect to the conflict of laws rules thereof.


<PAGE>



SECTION 8.4.      Notices.
                  -------

All   notices,   consents,   requests,   instructions,   approvals   and   other
communications provided for herein shall be deemed validly given, made or served
if in writing  and  delivered  personally  or sent by  certified  mail,  postage
prepaid, or by overnight courier, or by telex, telecopier or telegraph,  charges
prepaid:

(a)      if to the Buyer, addressed to:


                           DRBG, LLC

                           Care of Wells Fargo Bank, National Association
                           Loan Adjustment Group
                           333 South Grand Avenue, 9th Floor

                           Los Angeles, CA  90071
                           Attention:       Art Brokx

                                            Ernie Pinder
                                            Christine Kenmore, Esq.
                           Fax:  (213) 253-5913

                           Additional copies of Notices to:
                           Gibson, Dunn & Crutcher LLP
                           One Montgomery Street, 31st Floor
                           Telesis Tower
                           San Francisco, CA 94104
                           Attention:       Kathryn A. Coleman, Esq.
                           ---------
                           Fax:  (415) 986-5309
(b)      if to the Seller, addressed to:

                           Day Runner, Inc

                           2750 West Moore Ave

                           Fullerton, CA  92633-2565
                           Attention: John Ausura

                                    Catherine Ratcliffe

                           Fax: (714) 441-4848


or such other address as shall be furnished in writing by any party to the
 others.
SECTION 8.5.      Jurisdiction; Agent for Service.

Legal proceedings commenced by the Seller or the Buyer arising out of any of the
transactions  or obligations  contemplated  by this  Agreement  shall be brought
exclusively in the federal courts, or in the absence of federal  jurisdiction in
state  courts,  in  either  case in the State of  California.  The Buyer and the
Seller irrevocably and unconditionally submit to the jurisdiction of such courts
and  agree  to  take  any and all  future  action  necessary  to  submit  to the
jurisdiction  of such  courts.  The Buyer and the Seller  irrevocably  waive any
objection that they now have or hereafter may have to the laying of venue of any
suit,  action or  proceeding  brought in any such court and further  irrevocably
waive any claim that any such  suit,  action or  proceeding  brought in any such
court has been brought in an  inconvenient  forum.  Final  judgment  against the
Seller or the Buyer in any such suit shall be conclusive  and may be enforced in
other  jurisdictions by suit on the judgment,  a certified or true copy of which
shall be conclusive  evidence of the fact and the amount of any  indebtedness or
liability  of the  Seller  or the Buyer  therein  described,  or by  appropriate
proceedings under any applicable treaty or otherwise.

SECTION 8.6.      Entire Agreement.

This  Agreement   represents  the  entire  agreement  between  the  parties  and
supersedes and cancels any prior oral or written agreement,  letter of intent or
understanding related to the subject matter hereof.

SECTION 8.7.      Binding Effect.
                  --------------
This  Agreement  shall be  binding  upon and shall  inure to the  benefit of the
parties hereto and their respective  successors and assigns, and no other person
shall acquire or have any right under or by virtue of this Agreement. The Seller
may not assign or transfer any right hereunder without the prior written consent
of the Buyer. The Buyer may freely assign or transfer its rights hereunder.

SECTION 8.8.      Amendments; Waivers.
                  -------------------

No provision of this Agreement may be terminated, amended, supplemented,  waived
or modified  other than by an instrument in writing  signed by the party against
whom the  enforcement  of the  termination,  amendment,  supplement,  waiver  or
modification is sought.

SECTION 8.9. Counterparts.

This Agreement may be executed in one or more counterparts,  each of which shall
be deemed to be an original and all of which  together shall be deemed to be one
and  the  same  instrument,   and  shall  become  effective  when  one  or  more
counterparts have been signed by each of the parties.

SECTION 8.10      Severability.
                  ------------

In the event any provision,  or portion thereof,  of this Agreement is held by a
court having proper  jurisdiction to be unenforceable in any jurisdiction,  then
such  portion  or  provision  shall  be  deemed  to  be  severable  as  to  such
jurisdiction  (but, to the extent permitted by law, not elsewhere) and shall not
affect the remainder of this  Agreement,  which shall continue in full force and
effect.  If any  provision  of this  Agreement  is held to be so  broad as to be
unenforceable,  such  provision  shall be  interpreted to be only so broad as is
necessary for it to be enforceable.

SECTION 8.11.     Specific Performance.
                  --------------------

The Seller  acknowledges  that the Company and its  business are unique and that
the Buyer will have no adequate remedy at law and may suffer  irreparable damage
if the Seller breaches any covenant  contained  herein or fail to perform any of
its obligations  under this Agreement.  Accordingly,  the Seller agrees that the
Buyer shall have the right,  in addition to any other  rights which it may have,
to specific performance and equitable injunctive relief if the Seller shall fail
or threaten to fail to perform any of its obligations under this Agreement.

(The remainder of this page has been left blank intentionally.)


<PAGE>



IN WITNESS WHEREOF,  this Agreement has been duly executed by the parties hereto
as of the day and year first above written.

                                             DRBG, LLC

                                        By:
                                           -------------------------------------
                                      Name:

                                     Title:

                                             Day Runner, Inc.

                                        By:
                                           -------------------------------------
                                      Name:

                                     Title:


<PAGE>



                                    Exhibit A

                                     to the

                            Stock Purchase Agreement

                             Satisfaction Agreement


<PAGE>



                                  Schedule 2.3

                                  Subsidiaries

Filofax Via Mail, Inc.
Filofax Retail, Inc.